Common use of Seller’s Conditions Clause in Contracts

Seller’s Conditions. The obligation of Sellers to consummate the transaction contemplated hereunder at the Closing are conditioned upon the satisfaction of each of the following conditions (including the condition set forth in Section 8.3, the “Seller Closing Conditions”): (a) Each of Purchaser’s representations and warranties contained herein being true and correct in all material respects as of the Closing Date; provided, however, that with respect to any breach of the representations and warranties in Section 9.6 hereof, this Seller Closing Condition shall be deemed satisfied in the event that, notwithstanding such breach, Purchaser is consummating the Debt Assumption at Closing in accordance with the terms hereof or is closing on Replacement Debt concurrently with the Closing. (b) As of the Closing Date, Purchaser shall have delivered the Purchase Price and shall have performed in all material respects all of its other respective obligations and covenants under this Agreement. (c) Purchaser shall have delivered (or caused to be delivered by Purchaser Parent, Purchaser REIT, the Indemnitors or its other affiliates, as applicable) each of Purchaser’s Closing deliveries under Section 4.3. (d) (i) Sellers shall have received at or prior to Closing satisfactory evidence that Purchaser has executed Replacement Franchise Agreements for all Hotel Assets with the existing franchisor as of the Effective Date, and (ii) Sellers shall have received at or prior to Closing reasonably satisfactory evidence that terminations of all of the Franchise Agreements were executed effective as of the Closing Date without any liquidated damages, termination fees, or similar payment (unless borne by Purchaser) and releasing Sellers and guarantors of Sellers’ obligations under the Franchise Agreements from liability and obligations thereunder to the extent customary for the applicable Franchisor in connection with terminations of its franchise agreements in connection with agreed replacement franchise agreements; provided, however, that in the event that Purchaser has not executed a Replacement Franchise Agreement with the existing franchisor as of the Effective Date for any Hotel Asset, the Seller Closing Condition set forth in this Section 8.2.2(d) may be satisfied if Purchaser has either (x) executed a Replacement Franchise Agreement with a new franchisor in accordance with the terms of the Loan Agreement (or a valid waiver of the terms thereof by Lender), or, if Replacement Debt is being obtained in a manner that does not result in Purchaser’s inability to obtain the Replacement Debt, or (y) complied with all necessary requirements of the Loan Agreement and received the written consent of Lender to accept a conveyance of such Hotel Asset with no Replacement Franchise Agreement in place at Closing or, if Replacement Debt is being obtained, to accept a conveyance of such Hotel Asset with no Replacement Franchise Agreement, which does not result in Purchaser’s inability to obtain the Replacement Debt. In the event that Purchaser intends to accept the conveyance of any Hotel Asset with no Replacement Franchise Agreement under the foregoing clause (y), Sellers shall cooperate with Purchaser, at the sole cost and expense of Purchaser, to complete the de-identification of any such Hotel Asset in connection with the termination of the applicable Franchise Agreement, provided that Purchaser bears the full cost of such de-identification and any liquidated damages, termination fees, or similar payment required in connection with such de-identification, and Purchaser indemnifies and holds Seller harmless from any liability or obligation under any Franchise Agreement terminated pursuant to such clause (y). (e) The terms of each of (i) any new debt obtained by Purchaser or any of its affiliates (other than the Assumed Debt, but including any amendments to the Loan Documents or modifications to the Assumed Debt) that will encumber the Property or any direct or indirect ownership interest in Purchaser after Closing (other than direct or indirect interests in Purchaser Holdco) and (ii) any other agreement that will be binding upon Purchaser or any other direct or indirect subsidiary of Purchaser Holdco after Closing, in either case, which (x) restricts the transfer, assignment, pledge, encumbrance, hypothecation, participation or disposition of the Purchaser Holdco Class A Units (or any direct or indirect interest therein) in any manner inconsistent with the provisions of the Purchaser Holdco Operating Agreement or more restrictive than the provisions set forth in the Assumed Debt as of the Effective Date, and/or (y) limits the exercise by any Class A Holder of any of its rights under the Purchaser Holdco Operating Agreement in any manner, in each case, shall be satisfactory to Sellers in their sole discretion. (f) There shall not be in effect any order or orders, whether temporary, preliminary or permanent, issued by any governmental authority restraining, enjoining, preventing or prohibiting the consummation of the transactions contemplated hereby. (g) Each of the organizational documents of the direct or indirect subsidiaries of Purchaser Holdco shall provide that such subsidiary shall not be permitted or authorized to take any action or refrain from taking any action (or to cause or permit any of its subsidiaries to take any action or refrain from taking any actions) which, whether with or without the giving of notice or the passage of time or both, could reasonably be expected to give rise to any liability or loss to Whitehall under any of the Whitehall Guarantees.

Seller’s Conditions. The obligation of Sellers Seller to consummate the transaction contemplated hereunder at the Closing are is conditioned upon the satisfaction or waiver by Seller as of the Closing Date of each of the following conditions (including the condition set forth in Section 8.3, the “Seller collectively "Seller's Closing Conditions”"): (a) Each of Purchaser’s representations and warranties contained herein being true and correct in all material respects Buyer shall have delivered to Escrowee or to Seller the Closing Date Amount (less the Applicable Accrued Deposit). (b) Buyer, SUN or their respective affiliates shall have delivered, or cause to be delivered, to Seller a certificate, dated as of the Closing Date; provided, howeverto the effect that all the terms, that covenants, agreements and conditions of this Agreement to be complied with respect and performed by Buyer on or prior to any breach of the Closing Date have been complied with and performed in all material respects, and all the representations and warranties of Buyer herein qualified as to materiality are true and all such representations and warranties not so qualified are true in Section 9.6 hereof, this Seller all material respects on the Closing Condition shall be deemed satisfied Date as if made on and as of such date (unless an earlier date is indicated in the event that, notwithstanding such breach, Purchaser is consummating the Debt Assumption at Closing in accordance with the terms hereof or is closing on Replacement Debt concurrently with the Closingrepresentation and warranty). (bc) As Buyer shall have delivered to Seller the instruments and documents specified in Section 11.1 to be accepted and executed by Buyer and any other documents, instruments and agreements called for under this Agreement which have not previously been delivered. (d) Seller shall have received from counsel to Buyer and SUN an opinion or opinions dated as of the Closing Date, Purchaser shall have delivered the Purchase Price in form and shall have performed in all material respects all of substance reasonably satisfactory to Seller and its other respective obligations and covenants under this Agreement. counsel, that: (c) Purchaser shall have delivered (or caused to be delivered by Purchaser Parent, Purchaser REIT, the Indemnitors or its other affiliates, as applicablei) each of Purchaser’s Closing deliveries Buyer and SUN is validly existing and in good standing under Section 4.3. (d) (i) Sellers shall have received at or prior to Closing satisfactory evidence that Purchaser has executed Replacement Franchise Agreements for all Hotel Assets with the existing franchisor as laws of the Effective Datestate or commonwealth of its formation, is duly qualified to conduct business in such jurisdiction, and has all necessary corporate power to consummate the transactions contemplated hereby; and (ii) Sellers shall have received at this Agreement and the other agreements and instruments to be executed and delivered by Buyer or SUN on or prior to Closing reasonably satisfactory evidence that terminations of all of the Franchise Agreements were executed effective as of the Closing Date without any liquidated damages, termination fees, have been duly and validly authorized by Buyer or similar payment (unless borne by Purchaser) SUN and releasing Sellers will on the Closing Date be valid and guarantors of Sellers’ obligations under the Franchise Agreements from liability binding on Buyer and obligations thereunder to the extent customary for the applicable Franchisor in connection with terminations of its franchise agreements in connection with agreed replacement franchise agreements; provided, however, that in the event that Purchaser has not executed a Replacement Franchise Agreement with the existing franchisor as of the Effective Date for any Hotel Asset, the Seller Closing Condition set forth in this Section 8.2.2(d) may be satisfied if Purchaser has either (x) executed a Replacement Franchise Agreement with a new franchisor SUN and enforceable in accordance with the terms their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally from time to time in effect and to general principles of the Loan Agreement equity (or a valid waiver including, without limitation, concepts of the terms thereof by Lender)materiality, orreasonableness, if Replacement Debt is being obtained good faith and fair dealing) regardless of whether considered in a manner that does not result proceeding in Purchaser’s inability to obtain the Replacement Debt, equity or (y) complied with all necessary requirements of the Loan Agreement and received the written consent of Lender to accept a conveyance of such Hotel Asset with no Replacement Franchise Agreement in place at Closing or, if Replacement Debt is being obtained, to accept a conveyance of such Hotel Asset with no Replacement Franchise Agreement, which does not result in Purchaser’s inability to obtain the Replacement Debt. In the event that Purchaser intends to accept the conveyance of any Hotel Asset with no Replacement Franchise Agreement under the foregoing clause (y), Sellers shall cooperate with Purchaser, at the sole cost and expense of Purchaser, to complete the de-identification of any such Hotel Asset in connection with the termination of the applicable Franchise Agreement, provided that Purchaser bears the full cost of such de-identification and any liquidated damages, termination fees, or similar payment required in connection with such de-identification, and Purchaser indemnifies and holds Seller harmless from any liability or obligation under any Franchise Agreement terminated pursuant to such clause (y)law. (e) The terms of each of (i) any new debt obtained by Purchaser or any of its affiliates (other than the Assumed DebtAny waiting period, but including any amendments extensions thereof, applicable to the Loan Documents or modifications to the Assumed Debt) that will encumber the Property or any direct or indirect ownership interest in Purchaser after Closing (other than direct or indirect interests in Purchaser Holdco) and (ii) any other agreement that will be binding upon Purchaser or any other direct or indirect subsidiary of Purchaser Holdco after Closing, in either case, which (x) restricts the transfer, assignment, pledge, encumbrance, hypothecation, participation or disposition consummation of the Purchaser Holdco Class A Units (or any direct or indirect interest therein) in any manner inconsistent with transactions contemplated hereunder required pursuant to the provisions of the Purchaser Holdco Operating Agreement HSR Act shall have either expired without notice of objection to the transaction or more restrictive than the provisions set forth in the Assumed Debt as of the Effective Date, and/or (y) limits the exercise by any Class A Holder of any of its rights under the Purchaser Holdco Operating Agreement in any manner, in each case, shall be satisfactory to Sellers in their sole discretionbeen previously terminated. (f) There No injunction shall not be in effect any order have been entered which prohibits or orders, whether temporary, preliminary or permanent, issued by any governmental authority restraining, enjoining, preventing or prohibiting makes impossible the consummation of the transactions contemplated hereby, whether preliminary or permanent; provided, however, that Buyer and Seller shall use their reasonable best efforts to prevent any such event (including appealing any adverse decision). (g) Each of the organizational documents of the direct or indirect subsidiaries of Purchaser Holdco The Outside Date shall provide not have passed, except that such subsidiary same shall not be permitted or authorized a condition for the benefit of Seller to take the extent of any action or refrain contributory delay by Seller in performing its obligations hereunder. (h) Buyer shall have obtained all necessary approvals from taking any action (or the Nevada Gaming Authorities, including Gaming Licenses, to cause or permit any of its subsidiaries to take any action or refrain from taking any actions) which, whether with or without operate the giving of notice or Business substantially as conducted on the passage of time or both, could reasonably be expected to give rise to any liability or loss to Whitehall under any of the Whitehall GuaranteesEffective Date.

Seller’s Conditions. The Anything to the contrary herein notwithstanding, Seller's obligation of Sellers to consummate sell the transaction contemplated hereunder at the Closing are Property shall be expressly conditioned upon the satisfaction fulfillment of each of the following conditions precedent (including the condition set forth in Section 8.3collectively, the “Seller "Seller's Conditions Precedent") on or before the Closing Conditions”):Date: (a) Each of Purchaser’s representations and warranties contained herein being true and correct in all material respects as Buyer shall have received such written approvals of the Closing Date; provided, however, that with respect to any breach transfer of the representations Property from such governmental authorities as may be required for such transfer and warranties in Section 9.6 hereofcontinued used and operation thereof by Buyer (including without limitation, this Seller Closing Condition shall be deemed satisfied in the event that, notwithstanding such breach, Purchaser is consummating consent of the Debt Assumption at Closing in accordance with the terms hereof or is closing on Replacement Debt concurrently with the Closing.Industrial Development Agency of Seneca County); (b) As Seller and its parent entities shall have been released from all liability under the Assumed Debt Documents accruing from and after the Closing Date; (c) Seller shall have received such consents, approvals and releases from the Ground Lessors as may be reasonably required by Seller; (d) Seller and Buyer shall have executed and delivered without condition, all of the Prime Loan Documents; (e) On or before the Closing Date, Purchaser Buyer shall have delivered pay the purchase price in connection with Seller's acquisition of the Gilroy Ground Lessor's fee simple interest in the Gilroy Property; provided that, any consideration due to the Gilroy Ground Lessor in excess of $6,800,000 shall be (i) paid to the Gilroy Ground Lessor by Seller in which case such sums shall not be credited against the Purchase Price in accordance with Section 2.2 or (ii) paid to the Gilroy Ground Lessor by Buyer, and such sums shall be credited against the Purchase Price in accordance with Section 2.2 hereof; and (f) Seller shall have performed in all material respects all of its other respective obligations and covenants under this Agreement. (c) Purchaser shall have delivered (or caused to be delivered by Purchaser Parent, Purchaser REIT, received satisfactory evidence from the Indemnitors or its other affiliates, as applicable) each of Purchaser’s Closing deliveries under Section 4.3. (d) Gilroy Ground Lessor that: (i) Sellers shall have received at or prior to Closing satisfactory evidence that Purchaser the Gilroy Ground Lease has executed Replacement Franchise Agreements for all Hotel Assets been terminated, (ii) the outstanding lawsuit filed by the Gilroy Ground Lessor against Seller has been dismissed with the existing franchisor as of the Effective Dateprejudice, and (iiiii) Sellers shall have received at or prior to Closing reasonably satisfactory evidence that terminations of all of the Franchise Agreements were executed effective as of the Closing Date without any liquidated damages, termination fees, or similar payment (unless borne by Purchaser) and releasing Sellers and guarantors of Sellers’ obligations under the Franchise Agreements from liability and obligations thereunder to the extent customary for the applicable Franchisor in connection with terminations of its franchise agreements in connection with agreed replacement franchise agreements; provided, however, that in the event that Purchaser Gilroy Ground Lessor has not executed a Replacement Franchise Agreement with the existing franchisor as of the Effective Date for release, in form and substance satisfactory to Seller, releasing Buyer and Seller from any Hotel Asset, the Seller Closing Condition set forth in this Section 8.2.2(d) may be satisfied if Purchaser has either (x) executed a Replacement Franchise Agreement with a new franchisor in accordance with the terms of the Loan Agreement (or a valid waiver of the terms thereof by Lender), or, if Replacement Debt is being obtained in a manner that does not result in Purchaser’s inability to obtain the Replacement Debt, or (y) complied with all necessary requirements of the Loan Agreement and received the written consent of Lender to accept a conveyance of such Hotel Asset with no Replacement Franchise Agreement in place at Closing or, if Replacement Debt is being obtained, to accept a conveyance of such Hotel Asset with no Replacement Franchise Agreement, which does not result in Purchaser’s inability to obtain the Replacement Debt. In the event that Purchaser intends to accept the conveyance of any Hotel Asset with no Replacement Franchise Agreement under the foregoing clause (y), Sellers shall cooperate with Purchaser, at the sole cost and expense of Purchaser, to complete the de-identification of any such Hotel Asset liability in connection with the termination of the applicable Franchise Agreement, provided that Purchaser bears the full cost of such de-identification and any liquidated damages, termination fees, or similar payment required in connection with such de-identification, and Purchaser indemnifies and holds Seller harmless from any liability or obligation under any Franchise Agreement terminated pursuant to such clause (y)Gilroy Ground Lease. (e) The terms of each of (i) any new debt obtained by Purchaser or any of its affiliates (other than the Assumed Debt, but including any amendments to the Loan Documents or modifications to the Assumed Debt) that will encumber the Property or any direct or indirect ownership interest in Purchaser after Closing (other than direct or indirect interests in Purchaser Holdco) and (ii) any other agreement that will be binding upon Purchaser or any other direct or indirect subsidiary of Purchaser Holdco after Closing, in either case, which (x) restricts the transfer, assignment, pledge, encumbrance, hypothecation, participation or disposition of the Purchaser Holdco Class A Units (or any direct or indirect interest therein) in any manner inconsistent with the provisions of the Purchaser Holdco Operating Agreement or more restrictive than the provisions set forth in the Assumed Debt as of the Effective Date, and/or (y) limits the exercise by any Class A Holder of any of its rights under the Purchaser Holdco Operating Agreement in any manner, in each case, shall be satisfactory to Sellers in their sole discretion. (f) There shall not be in effect any order or orders, whether temporary, preliminary or permanent, issued by any governmental authority restraining, enjoining, preventing or prohibiting the consummation of the transactions contemplated hereby. (g) Each of the organizational documents of the direct or indirect subsidiaries of Purchaser Holdco shall provide that such subsidiary shall not be permitted or authorized to take any action or refrain from taking any action (or to cause or permit any of its subsidiaries to take any action or refrain from taking any actions) which, whether with or without the giving of notice or the passage of time or both, could reasonably be expected to give rise to any liability or loss to Whitehall under any of the Whitehall Guarantees.

Seller’s Conditions. The obligation obligations of Sellers the Seller to consummate the transaction contemplated hereunder at the Closing are conditioned upon shall be subject to the satisfaction at or prior to Closing of each all of the following conditions (including conditions, any one or more of which may be waived, in whole or in part, by the condition set forth in Section 8.3, the “Seller Closing Conditions”):Seller: (a) Each The Buyer shall have complied in all material respects with each of Purchaser’s its covenants and agreements contained herein to be performed at or prior to the Closing Date, and each of the representations and warranties contained herein being of the Buyer in Section 5.2 hereof shall be true and correct in all material respects as if made at and as of the Closing; (b) The Buyer shall have delivered to the Seller a duly authorized and signed officer's certificate, dated as of the Closing Date, certifying as to the matters specified in Section 7.1(a), and further that (i) the methodology and accounting procedures used by the Seller in preparing the Closing Financial Statement have been reviewed and are acceptable to the Buyer, and (ii) the Buyer, to and including the Closing Date, has performed such review of the books, records, files, documentation and accounts of the Facilities as it has deemed appropriate; (c) All consents, approvals and authorizations required to be obtained prior to the Closing from governmental and regulatory authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby to be consummated at the Closing shall have been made or obtained, and shall remain in full force and effect, all waiting periods applicable to the -51- -------------------------------------------------------------------------------- BRANCH PURCHASE AGREEMENT consummation of the transactions contemplated hereby shall have expired or been terminated and all required regulatory filings shall have been made; provided, however, that with respect no governmental or regulatory consent, approval or authorization shall have imposed any condition or requirement that the Seller in good faith determines to any breach be materially burdensome upon the business of the representations and warranties in Section 9.6 hereof, this Seller Closing Condition shall be deemed satisfied in or upon the event that, notwithstanding such breach, Purchaser is consummating the Debt Assumption at Closing in accordance with the terms hereof or is closing on Replacement Debt concurrently with the Closing. (b) As consummation of the Closing Date, Purchaser shall have delivered the Purchase Price and shall have performed in all material respects all of its other respective obligations and covenants under this Agreement. (c) Purchaser shall have delivered (or caused to be delivered by Purchaser Parent, Purchaser REIT, the Indemnitors or its other affiliates, as applicable) each of Purchaser’s Closing deliveries under Section 4.3.transactions contemplated hereby; (d) (i) Sellers shall have received at or prior to Closing satisfactory evidence that Purchaser has executed Replacement Franchise Agreements for all Hotel Assets with the existing franchisor as of the Effective Date, and (ii) Sellers shall have received at or prior to Closing reasonably satisfactory evidence that terminations of all of the Franchise Agreements were executed effective as of the Closing Date without any liquidated damages, termination fees, or similar payment (unless borne by Purchaser) and releasing Sellers and guarantors of Sellers’ obligations under the Franchise Agreements from liability and obligations thereunder to the extent customary for the applicable Franchisor in connection with terminations of its franchise agreements in connection with agreed replacement franchise agreements; provided, however, that in the event that Purchaser has not executed a Replacement Franchise Agreement with the existing franchisor as of the Effective Date for any Hotel Asset, the Seller Closing Condition set forth in this Section 8.2.2(d) may be satisfied if Purchaser has either (x) executed a Replacement Franchise Agreement with a new franchisor in accordance with the terms of the Loan Agreement (or a valid waiver of the terms thereof by Lender), or, if Replacement Debt is being obtained in a manner that does not result in Purchaser’s inability to obtain the Replacement Debt, or (y) complied with all necessary requirements of the Loan Agreement and received the written consent of Lender to accept a conveyance of such Hotel Asset with no Replacement Franchise Agreement in place at Closing or, if Replacement Debt is being obtained, to accept a conveyance of such Hotel Asset with no Replacement Franchise Agreement, which does not result in Purchaser’s inability to obtain the Replacement Debt. In the event that Purchaser intends to accept the conveyance of any Hotel Asset with no Replacement Franchise Agreement under the foregoing clause (y), Sellers shall cooperate with Purchaser, at the sole cost and expense of Purchaser, to complete the de-identification of any such Hotel Asset in connection with the termination of the applicable Franchise Agreement, provided that Purchaser bears the full cost of such de-identification and any liquidated damages, termination fees, or similar payment required in connection with such de-identification, and Purchaser indemnifies and holds Seller harmless from any liability or obligation under any Franchise Agreement terminated pursuant to such clause (y). (e) The terms of each of (i) any new debt obtained by Purchaser or any of its affiliates (other than the Assumed Debt, but including any amendments to the Loan Documents or modifications to the Assumed Debt) that will encumber the Property or any direct or indirect ownership interest in Purchaser after Closing (other than direct or indirect interests in Purchaser Holdco) and (ii) any other agreement that will be binding upon Purchaser or any other direct or indirect subsidiary of Purchaser Holdco after Closing, in either case, which (x) restricts the transfer, assignment, pledge, encumbrance, hypothecation, participation or disposition of the Purchaser Holdco Class A Units (or any direct or indirect interest therein) in any manner inconsistent with the provisions of the Purchaser Holdco Operating Agreement or more restrictive than the provisions set forth in the Assumed Debt as of the Effective Date, and/or (y) limits the exercise by any Class A Holder of any of its rights under the Purchaser Holdco Operating Agreement in any manner, in each case, shall be satisfactory to Sellers in their sole discretion. (f) There shall not be in effect any order nonappealable final order, decree or orders, whether temporary, preliminary judgment of any court or permanent, issued governmental body having competent jurisdiction that would be violated by any governmental authority restraining, enjoining, preventing or prohibiting the consummation of the transactions contemplated hereby., nor any material pending or threatened action, proceeding or investigation, the adverse determination of which would result in such order, decree or judgment; provided, that in the case of such material pending or threatened action, proceeding or investigation, neither party shall decline to proceed with the Closing pending final resolution thereof without exercising its reasonable efforts promptly to determine jointly with the other party the merit thereof and the likelihood of an adverse determination in such proceeding; (ge) Each This Agreement and the transactions contemplated hereby shall have been approved by the requisite vote or consent of the organizational documents holders of outstanding securities of the direct Buyer if such approval is required by applicable law, contract, the Buyer's articles of association or indirect subsidiaries bylaws, or otherwise; and (f) All necessary corporate approvals and the Merger Regulatory Approvals shall have been obtained and Seller shall have determined that all other conditions to the closing of Purchaser Holdco the BankAmerica/NationsBank Business Combination have been satisfied or waived. As used herein, (i) "Merger Regulatory Approvals" shall provide that mean all approvals, permits, authorizations, waivers or consents of governmental agencies or authorities necessary or appropriate to permit consummation of the BankAmerica/NationsBank Business Combination (such subsidiary Merger Regulatory Approvals shall not be permitted or authorized deemed to take any action or refrain from taking any action (or to cause or permit have been obtained if any of them shall contain any provisions or conditions which Seller, in the exercise of its subsidiaries reasonable business judgment, deems to take any action be unduly burdensome or refrain from taking any actionsrestrictive); and (ii) which"BankAmerica/NationsBank Business Combination" shall mean that transaction pursuant to which Agreement and Plan of Merger dated April 10, whether 1998, BankAmerica Corporation shall merge with or without the giving of notice or the passage of time or both, could reasonably be expected to give rise to any liability or loss to Whitehall under any of the Whitehall Guaranteesand into NationsBank Corporation.

Seller’s Conditions. The Seller’s obligation of Sellers to consummate the transaction contemplated hereunder at sell the Closing are Shares to Buyer is expressly conditioned (unless waived by Seller in writing) upon the satisfaction of each of the following conditions (including the condition set forth in Section 8.3, the “Seller Closing Conditions”):conditions: (a) Each The (I) payment of Purchaserthe Purchase Price (less the Deposit (with interest accrued thereon, if any)) by wire transfer from Buyer and (II) the receipt of the Deposit (with interest accrued thereon, if any) from the Escrow Agent; (b) The receipt of copies (certified by the secretary of Buyer) of the resolutions of Buyer’s board or other documentation authorizing the execution, delivery and performance of this Agreement and the transactions and documents contemplated herein; (c) The entry by the Bankruptcy Court of the Procedures Order, the Sale Order and the Confirmation Order; (d) Buyer’s representations and warranties contained herein being in Section 7 below, taken as a whole, shall be true and correct in all material respects on the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement), which shall be certified by an officer of Buyer as of the Closing Date; providedClosing, however, provided that with respect to any breach for purposes of the determining whether such representations and warranties are true and correct in all material respects, all “materiality” and “in all material respects” qualifications contained in such representations and warranties set forth in Section 9.6 hereof, this Seller Closing Condition 7 shall be deemed satisfied in the event that, notwithstanding such breach, Purchaser is consummating the Debt Assumption at Closing in accordance with the terms hereof or is closing on Replacement Debt concurrently with the Closing.disregarded; (be) As of the Closing Date, Purchaser shall have delivered the Purchase Price and Buyer shall have performed and complied in all material respects with all of its other respective obligations and covenants required to be performed and observed by Buyer under this Agreement. (c) Purchaser shall have delivered (or caused to be delivered by Purchaser Parent, Purchaser REIT, the Indemnitors or its other affiliates, as applicable) each of Purchaser’s Closing deliveries under Section 4.3. (d) (i) Sellers shall have received at or Agreement prior to Closing satisfactory evidence that Purchaser has executed Replacement Franchise Agreements for all Hotel Assets with the existing franchisor or as of the Effective DateClosing, and (ii) Sellers which shall have received at or prior to Closing reasonably satisfactory evidence that terminations be certified by an officer of all of the Franchise Agreements were executed effective Buyer as of the Closing Date without any liquidated damages, termination fees, or similar payment (unless borne by Purchaser) and releasing Sellers and guarantors of Sellers’ obligations under the Franchise Agreements from liability and obligations thereunder to the extent customary for the applicable Franchisor in connection with terminations of its franchise agreements in connection with agreed replacement franchise agreements; provided, however, that in the event that Purchaser has not executed a Replacement Franchise Agreement with the existing franchisor as of the Effective Date for any Hotel Asset, the Seller Closing Condition set forth in this Section 8.2.2(d) may be satisfied if Purchaser has either (x) executed a Replacement Franchise Agreement with a new franchisor in accordance with the terms of the Loan Agreement (or a valid waiver of the terms thereof by Lender), or, if Replacement Debt is being obtained in a manner that does not result in Purchaser’s inability to obtain the Replacement Debt, or (y) complied with all necessary requirements of the Loan Agreement and received the written consent of Lender to accept a conveyance of such Hotel Asset with no Replacement Franchise Agreement in place at Closing or, if Replacement Debt is being obtained, to accept a conveyance of such Hotel Asset with no Replacement Franchise Agreement, which does not result in Purchaser’s inability to obtain the Replacement Debt. In the event that Purchaser intends to accept the conveyance of any Hotel Asset with no Replacement Franchise Agreement under the foregoing clause (y), Sellers shall cooperate with Purchaser, at the sole cost and expense of Purchaser, to complete the de-identification of any such Hotel Asset in connection with the termination of the applicable Franchise Agreement, provided that Purchaser bears the full cost of such de-identification and any liquidated damages, termination fees, or similar payment required in connection with such de-identification, and Purchaser indemnifies and holds Seller harmless from any liability or obligation under any Franchise Agreement terminated pursuant to such clause (y). (e) The terms of each of (i) any new debt obtained by Purchaser or any of its affiliates (other than the Assumed Debt, but including any amendments to the Loan Documents or modifications to the Assumed Debt) that will encumber the Property or any direct or indirect ownership interest in Purchaser after Closing (other than direct or indirect interests in Purchaser Holdco) and (ii) any other agreement that will be binding upon Purchaser or any other direct or indirect subsidiary of Purchaser Holdco after Closing, in either case, which (x) restricts the transfer, assignment, pledge, encumbrance, hypothecation, participation or disposition of the Purchaser Holdco Class A Units (or any direct or indirect interest therein) in any manner inconsistent with the provisions of the Purchaser Holdco Operating Agreement or more restrictive than the provisions set forth in the Assumed Debt as of the Effective Date, and/or (y) limits the exercise by any Class A Holder of any of its rights under the Purchaser Holdco Operating Agreement in any manner, in each case, shall be satisfactory to Sellers in their sole discretion.closing; (f) There The MGC Approval shall not be in effect any order or orders, whether temporary, preliminary or permanent, issued by any governmental authority restraining, enjoining, preventing or prohibiting the consummation of the transactions contemplated hereby.have been obtained; and (g) Each All necessary filings shall have been completed, waiting periods observed and governmental approvals obtained for the sale of the organizational documents Closing Shares as determined to the reasonable satisfaction of Seller, including the direct or indirect subsidiaries of Purchaser Holdco shall provide that such subsidiary shall not be permitted or authorized to take any action or refrain from taking any action (or to cause or permit any of its subsidiaries to take any action or refrain from taking any actions) which, whether with or without the giving of notice or the passage of time or both, could reasonably be expected to give rise to any liability or loss to Whitehall under any of the Whitehall GuaranteesHSR Act.

Seller’s Conditions. The obligation obligations of Sellers the Seller to consummate the transaction contemplated hereunder at the Closing are conditioned upon shall be subject to the satisfaction at or prior to Closing of each all of the following conditions (including conditions, any one or more of which may be waived, in whole or in part, by the condition set forth in Section 8.3, the “Seller Closing Conditions”):Seller: (a) Each The Buyer shall have complied in all material respects with each of Purchaser’s its covenants and agreements contained herein to be performed at or prior to the Closing Date, and each of the representations and warranties contained herein being of the Buyer in Section 5.2 hereof shall be true and correct in all material respects as if made at and as of the Closing; (b) The Buyer shall have delivered to the Seller a duly authorized and signed officer’s certificate, dated as of the Closing Date, certifying as to the matters specified in Section 7.1(a), and further that (i) the methodology and accounting procedures used by the Seller in preparing the Closing Financial Statement have been reviewed and are acceptable to the Buyer, and (ii) the Buyer, to and including the Closing Date, has performed such review of the books, records, files, documentation and accounts of the Branches as it has deemed appropriate; (c) All consents, approvals and authorizations required to be obtained prior to the Closing from governmental and regulatory authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby to be consummated at the Closing shall have been made or obtained, and shall remain in full force and effect, all waiting periods applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated and all required regulatory filings shall have been made; provided, however, that with respect no governmental or regulatory consent, approval or authorization shall have imposed any condition or requirement that the Seller in good faith determines to any breach be materially burdensome upon the business of the representations and warranties in Section 9.6 hereof, this Seller Closing Condition shall be deemed satisfied in or upon the event that, notwithstanding such breach, Purchaser is consummating the Debt Assumption at Closing in accordance with the terms hereof or is closing on Replacement Debt concurrently with the Closing. (b) As consummation of the Closing Date, Purchaser shall have delivered the Purchase Price and shall have performed in all material respects all of its other respective obligations and covenants under this Agreement. (c) Purchaser shall have delivered (or caused to be delivered by Purchaser Parent, Purchaser REIT, the Indemnitors or its other affiliates, as applicable) each of Purchaser’s Closing deliveries under Section 4.3.transactions contemplated hereby; (d) (i) Sellers shall have received at or prior to Closing satisfactory evidence that Purchaser has executed Replacement Franchise Agreements for all Hotel Assets with the existing franchisor as of the Effective Date, and (ii) Sellers shall have received at or prior to Closing reasonably satisfactory evidence that terminations of all of the Franchise Agreements were executed effective as of the Closing Date without any liquidated damages, termination fees, or similar payment (unless borne by Purchaser) and releasing Sellers and guarantors of Sellers’ obligations under the Franchise Agreements from liability and obligations thereunder to the extent customary for the applicable Franchisor in connection with terminations of its franchise agreements in connection with agreed replacement franchise agreements; provided, however, that in the event that Purchaser has not executed a Replacement Franchise Agreement with the existing franchisor as of the Effective Date for any Hotel Asset, the Seller Closing Condition set forth in this Section 8.2.2(d) may be satisfied if Purchaser has either (x) executed a Replacement Franchise Agreement with a new franchisor in accordance with the terms of the Loan Agreement (or a valid waiver of the terms thereof by Lender), or, if Replacement Debt is being obtained in a manner that does not result in Purchaser’s inability to obtain the Replacement Debt, or (y) complied with all necessary requirements of the Loan Agreement and received the written consent of Lender to accept a conveyance of such Hotel Asset with no Replacement Franchise Agreement in place at Closing or, if Replacement Debt is being obtained, to accept a conveyance of such Hotel Asset with no Replacement Franchise Agreement, which does not result in Purchaser’s inability to obtain the Replacement Debt. In the event that Purchaser intends to accept the conveyance of any Hotel Asset with no Replacement Franchise Agreement under the foregoing clause (y), Sellers shall cooperate with Purchaser, at the sole cost and expense of Purchaser, to complete the de-identification of any such Hotel Asset in connection with the termination of the applicable Franchise Agreement, provided that Purchaser bears the full cost of such de-identification and any liquidated damages, termination fees, or similar payment required in connection with such de-identification, and Purchaser indemnifies and holds Seller harmless from any liability or obligation under any Franchise Agreement terminated pursuant to such clause (y). (e) The terms of each of (i) any new debt obtained by Purchaser or any of its affiliates (other than the Assumed Debt, but including any amendments to the Loan Documents or modifications to the Assumed Debt) that will encumber the Property or any direct or indirect ownership interest in Purchaser after Closing (other than direct or indirect interests in Purchaser Holdco) and (ii) any other agreement that will be binding upon Purchaser or any other direct or indirect subsidiary of Purchaser Holdco after Closing, in either case, which (x) restricts the transfer, assignment, pledge, encumbrance, hypothecation, participation or disposition of the Purchaser Holdco Class A Units (or any direct or indirect interest therein) in any manner inconsistent with the provisions of the Purchaser Holdco Operating Agreement or more restrictive than the provisions set forth in the Assumed Debt as of the Effective Date, and/or (y) limits the exercise by any Class A Holder of any of its rights under the Purchaser Holdco Operating Agreement in any manner, in each case, shall be satisfactory to Sellers in their sole discretion. (f) There shall not be in effect any order nonappealable final order, decree or orders, whether temporary, preliminary judgment of any court or permanent, issued governmental body having competent jurisdiction that would be violated by any governmental authority restraining, enjoining, preventing or prohibiting the consummation of the transactions contemplated hereby., nor any material pending or threatened action, proceeding or investigation, the adverse determination of which would result in such order, decree or judgment; provided, that in the case of such material pending or threatened action, proceeding or investigation, neither party shall decline to proceed with the Closing pending final resolution thereof without exercising its reasonable efforts promptly to determine jointly with the other party the merit thereof and the likelihood of an adverse determination in such proceeding; (ge) Each This Agreement and the transactions contemplated hereby shall have been approved by the requisite vote or consent of the organizational documents sole holder of outstanding securities of the direct Buyer if such approval is required by applicable law, contract, the Buyer’s Articles of Incorporation or indirect subsidiaries of Purchaser Holdco Bylaws, or otherwise; and (f) The Real Property Purchase Agreement shall provide that such subsidiary shall not be permitted or authorized to take any action or refrain from taking any action (or to cause or permit any of its subsidiaries to take any action or refrain from taking any actions) which, whether have been consummated concurrent with or without the giving of notice or the passage of time or both, could reasonably be expected to give rise to any liability or loss to Whitehall under any Closing of the Whitehall Guaranteestransactions contemplated by this Agreement.

Seller’s Conditions. The obligation of Sellers In-Service Date is defined as the date on which Xxxxx receives written confirmation from Seller that Commissioning is complete and that Seller is ready to consummate meet its obligations to Buyer in accordance with this Agreement. Commissioning is complete on the transaction contemplated hereunder at the Closing are conditioned upon the satisfaction of each of first (1st) Day on which all the following conditions Seller’s Conditions occur unless both Parties agree otherwise in writing: (including the condition set forth in Section 8.3i) delivery of written certificate from an officer of Seller to Buyer subject to reasonable and prompt verification by Xxxxx, the “Seller Closing Conditions”):that: (a) Each Seller has obtained all Consents necessary to install and operate such Project; (b) Seller has successfully completed all tests required prior to such Project being placed in service under the engineering, procurement and construction contract entered into by Seller regarding the Project, the Operating Instructions for such Project, and all tests required by the manufacturer(s) of Purchaserthe Project components for warranty compliance, except for such testing that is either required by Legal Requirements, or order of a Governmental Authority to be conducted after the Project COD or is customarily performed after commercial operation; (c) the Project as built complies with all applicable NYISO Rules; and (d) such Project is capable of operation in accordance with Prudent Utility Practices, all Legal Requirements, and all equipment manufacturers’ instruction manuals and warranties; (ii) delivery by Seller to Buyer of certificates of insurance coverage or proof of insurance policies, as required pursuant to Article 11 and APPENDIX 10: INSURANCE REQUIREMENTS of this Agreement; (iii) (a) the Project has been interconnected with Connecting Transmission Owner’s representations Electrical System, (b) [Seller has qualified the Project as an Installed Capacity Supplier in accordance with NYISO Rules, and warranties contained herein being true has provided written notice to Buyer of completing such activities and correct acceptance by the NYISO on or before the deadline established by the NYISO for participation in the NYISO’s Installed Capacity market for the Month in which the Project COD is to occur and will use commercially reasonable efforts to enable Buyer to receive Contract Capacity] [IF BUYER APPROVED XXXX RIGHTS FOR PROJECT PURSUANT TO SECTION 4.5], (c) Seller has executed the Interconnection Agreement for the Project for a term commencing on or before the Project COD and ending no earlier than the twentieth (20th) anniversary date of the Term and has used commercially reasonable efforts to obtain NYISO execution of the Interconnection Agreement; (iv) delivery of written notice by Seller to Buyer providing the results of a Contract Capacity Test demonstrating that the Project is capable of producing and making available Contract Capacity of at least [eighty percent (80%)] of the Project Capacity at the Delivery Point; (v) written notice by Seller to Buyer that the Operating Instructions have been completed with respect to the Project; (vi) an Independent Engineer’s certification (subject to customary qualifications, assumptions and exceptions) has been obtained by Seller and provided to Buyer stating that such Project has been completed in accordance with manufacturers’ specifications in all material respects (excepting punch list items that do not materially and adversely affect the ability of such Project to provide the Project Capacity consistent with the design capacity thereof and operate as of intended hereunder) in accordance with this Agreement; and (vii) Seller has made or caused to be made all arrangements and executed or caused to be executed all agreements, including any necessary easements or licenses to effectuate Site control required to deliver the Closing Date; provided, however, that with respect Products from the Project to any breach of the representations and warranties in Section 9.6 hereof, this Seller Closing Condition shall be deemed satisfied in the event that, notwithstanding such breach, Purchaser is consummating the Debt Assumption at Closing Delivery Point in accordance with the terms hereof or is closing on Replacement Debt concurrently with provisions of this Agreement. Unless otherwise agreed by the Closing. (b) As Parties, the commercial operation date of the Closing DateProject (“Project COD”) shall occur on the first Day of the Month following the Month in which the In-Service Date occurs, Purchaser shall have delivered provided, if the Purchase Price and shall have performed in all material respects all of its other respective obligations and covenants under this Agreement. In-Service Date occurs fewer than ten (c10) Purchaser shall have delivered (or caused to be delivered by Purchaser Parent, Purchaser REIT, the Indemnitors or its other affiliates, as applicable) each of Purchaser’s Closing deliveries under Section 4.3. (d) (i) Sellers shall have received at or Days prior to Closing satisfactory evidence that Purchaser has executed Replacement Franchise Agreements for all Hotel Assets with the existing franchisor as end of a Month, Project COD shall be the first Day of the Effective Date, and (ii) Sellers shall have received at or prior to Closing reasonably satisfactory evidence that terminations of all of second Month following the Franchise Agreements were executed effective as of Month in which the Closing In-Service Date without any liquidated damages, termination fees, or similar payment (unless borne by Purchaser) and releasing Sellers and guarantors of Sellers’ obligations under the Franchise Agreements from liability and obligations thereunder to the extent customary for the applicable Franchisor in connection with terminations of its franchise agreements in connection with agreed replacement franchise agreements; provided, however, that in the event that Purchaser has not executed a Replacement Franchise Agreement with the existing franchisor as of the Effective Date for any Hotel Asset, the Seller Closing Condition set forth in this Section 8.2.2(d) may be satisfied if Purchaser has either (x) executed a Replacement Franchise Agreement with a new franchisor in accordance with the terms of the Loan Agreement (or a valid waiver of the terms thereof by Lender), or, if Replacement Debt is being obtained in a manner that does not result in Purchaser’s inability to obtain the Replacement Debt, or (y) complied with all necessary requirements of the Loan Agreement and received the written consent of Lender to accept a conveyance of such Hotel Asset with no Replacement Franchise Agreement in place at Closing or, if Replacement Debt is being obtained, to accept a conveyance of such Hotel Asset with no Replacement Franchise Agreement, which does not result in Purchaser’s inability to obtain the Replacement Debt. In the event that Purchaser intends to accept the conveyance of any Hotel Asset with no Replacement Franchise Agreement under the foregoing clause (y), Sellers shall cooperate with Purchaser, at the sole cost and expense of Purchaser, to complete the de-identification of any such Hotel Asset in connection with the termination of the applicable Franchise Agreement, provided that Purchaser bears the full cost of such de-identification and any liquidated damages, termination fees, or similar payment required in connection with such de-identification, and Purchaser indemnifies and holds Seller harmless from any liability or obligation under any Franchise Agreement terminated pursuant to such clause (y)occurs. (e) The terms of each of (i) any new debt obtained by Purchaser or any of its affiliates (other than the Assumed Debt, but including any amendments to the Loan Documents or modifications to the Assumed Debt) that will encumber the Property or any direct or indirect ownership interest in Purchaser after Closing (other than direct or indirect interests in Purchaser Holdco) and (ii) any other agreement that will be binding upon Purchaser or any other direct or indirect subsidiary of Purchaser Holdco after Closing, in either case, which (x) restricts the transfer, assignment, pledge, encumbrance, hypothecation, participation or disposition of the Purchaser Holdco Class A Units (or any direct or indirect interest therein) in any manner inconsistent with the provisions of the Purchaser Holdco Operating Agreement or more restrictive than the provisions set forth in the Assumed Debt as of the Effective Date, and/or (y) limits the exercise by any Class A Holder of any of its rights under the Purchaser Holdco Operating Agreement in any manner, in each case, shall be satisfactory to Sellers in their sole discretion. (f) There shall not be in effect any order or orders, whether temporary, preliminary or permanent, issued by any governmental authority restraining, enjoining, preventing or prohibiting the consummation of the transactions contemplated hereby. (g) Each of the organizational documents of the direct or indirect subsidiaries of Purchaser Holdco shall provide that such subsidiary shall not be permitted or authorized to take any action or refrain from taking any action (or to cause or permit any of its subsidiaries to take any action or refrain from taking any actions) which, whether with or without the giving of notice or the passage of time or both, could reasonably be expected to give rise to any liability or loss to Whitehall under any of the Whitehall Guarantees.

Seller’s Conditions. The obligation of Sellers to consummate the transaction contemplated hereunder at the Closing are conditioned upon the satisfaction of each of the following conditions (including the condition set forth in Section 8.3, the “Seller Closing Conditions”): (a) Each of Purchaser’s representations and warranties contained herein being true and correct in all material respects as of the Closing Date; provided, however, that with respect to any breach of the representations and warranties in Section 9.6 hereof, this Seller Closing Condition shall be deemed satisfied in the event that, notwithstanding such breach, Purchaser is consummating the Debt Assumption at Closing in accordance with the terms hereof or is closing on Replacement Debt concurrently with the Closing. (b) As of the Closing Date, Purchaser shall have delivered the Purchase Price and shall have performed in all material respects all of its other respective obligations and covenants under this Agreement. (c) Purchaser shall have delivered (or caused to be delivered by Purchaser Parent, Purchaser REIT, the Indemnitors or its other affiliates, as applicable) each of Purchaser’s Closing deliveries under Section 4.3. (d) Subject to the provisions of Section 7.1.1, (i) Sellers shall have received at or prior to Closing satisfactory evidence that Purchaser has executed Qualified Replacement Franchise Agreements for all Hotel Assets with (or, in the existing franchisor as case of the Effective DateSpecified Hampton Inn Assets, Replacement Franchise Agreements or no Replacement Franchise Agreements if the requirements of Section 7.1.2(a)(2) have been satisfied); and (ii) Sellers shall have received at or prior to Closing reasonably satisfactory evidence that terminations of all of the Franchise Agreements were executed effective as of the Closing Date without any liquidated damages, termination fees, or similar payment (unless borne by Purchaser) and releasing Sellers and guarantors of Sellers’ obligations under the Franchise Agreements from liability and obligations thereunder to the extent customary for the applicable Franchisor in connection with terminations of its franchise agreements in connection with agreed replacement franchise agreements; provided, however, that in the event that Purchaser has not executed a Replacement Franchise Agreement with the existing franchisor as of the Effective Date for any Hotel Asset, the Seller Closing Condition set forth in this Section 8.2.2(d) may be satisfied if Purchaser has either (x) executed a Replacement Franchise Agreement with a new franchisor in accordance with the terms of the Loan Agreement (or a valid waiver of the terms thereof by Lender), or, if Replacement Debt is being obtained in a manner that does not result in Purchaser’s inability to obtain the Replacement Debt, or (y) complied with all necessary requirements of the Loan Agreement and received the written consent of Lender to accept a conveyance of such Hotel Asset with no Replacement Franchise Agreement in place at Closing or, if Replacement Debt is being obtained, to accept a conveyance of such Hotel Asset with no Replacement Franchise Agreement, which does not result in Purchaser’s inability to obtain the Replacement Debt. In the event that Purchaser intends to accept the conveyance of any Hotel Asset with no Replacement Franchise Agreement under the foregoing clause (y), Sellers shall cooperate with Purchaser, at the sole cost and expense of Purchaser, to complete the de-identification of any such Hotel Asset in connection with the termination of the applicable Franchise Agreement, provided that Purchaser bears the full cost of such de-identification and any liquidated damages, termination fees, or similar payment required in connection with such de-identification, and Purchaser indemnifies and holds Seller harmless from any liability or obligation under any Franchise Agreement terminated pursuant to such clause (y). (e) The terms of each of (i) any new debt obtained by Purchaser or any of its affiliates (other than the Assumed Debt, but including any amendments to the Loan Documents or modifications to the Assumed Debt) that will encumber the Property or any direct or indirect ownership interest in Purchaser after Closing (other than direct or indirect interests in Purchaser Holdco) and (ii) any other agreement that will be binding upon Purchaser or any other direct or indirect subsidiary of Purchaser Holdco after Closing, in either case, which (x) restricts the transfer, assignment, pledge, encumbrance, hypothecation, participation or disposition of the Purchaser Holdco Class A Units (or any direct or indirect interest therein) in any manner inconsistent with the provisions of the Purchaser Holdco Operating Agreement or more restrictive than the provisions set forth in the Assumed Debt as of the Effective Date, and/or (y) limits the exercise by any Class A Holder of any of its rights under the Purchaser Holdco Operating Agreement in any manner, in each case, shall be satisfactory to Sellers in their sole discretion. (f) There shall not be in effect any order or orders, whether temporary, preliminary or permanent, issued by any governmental authority restraining, enjoining, preventing or prohibiting the consummation of the transactions contemplated hereby. (g) Each of the organizational documents of the direct or indirect subsidiaries of Purchaser Holdco shall provide that such subsidiary shall not be permitted or authorized to take any action or refrain from taking any action (or to cause or permit any of its subsidiaries to take any action or refrain from taking any actions) which, whether with or without the giving of notice or the passage of time or both, could reasonably be expected to give rise to any liability or loss to Whitehall under any of the Whitehall Guarantees.

Seller’s Conditions. The Each and every obligation of Sellers Purchaser under this Agreement to consummate be performed on or before the transaction contemplated hereunder at Effective Date shall be subject to the Closing are conditioned upon satisfaction, on or before the satisfaction of each Effective Date, of the following conditions (including the condition set forth in Section 8.3, the “Seller Closing Conditions”):conditions: (a) Each of Purchaser’s The representations and warranties contained herein being made by Seller in this Agreement or in documents delivered pursuant hereto shall be true and correct in all material respects at and as of the Closing Date; provided, however, that with respect to any breach of the Effective Date as though such representations and warranties in Section 9.6 hereofwere made at and as of such time, this Seller Closing Condition shall be deemed satisfied in the event that, notwithstanding such breach, Purchaser is consummating the Debt Assumption at Closing in accordance with except for any changes permitted by the terms hereof or is closing on Replacement Debt concurrently with the Closingconsented to in writing by Purchaser. (b) As of the Closing Date, Purchaser shall have delivered the Purchase Price and Seller shall have performed and complied in all material respects with all of its other respective obligations and covenants under agreements required by this AgreementAgreement and the Confidentiality Agreement to be performed or complied with by it prior to or on the Effective Date. (c) Purchaser Seller shall have delivered (to Purchaser a certificate of Seller's President, Chief Executive Officer or caused Treasurer, dated the Effective Date, certifying to be delivered by Purchaser Parent, Purchaser REIT, the Indemnitors or its other affiliates, as applicable) each fulfillment of Purchaser’s Closing deliveries under Section 4.3the foregoing conditions. (d) (i) Sellers Seller shall have received at or prior delivered to Closing Purchaser any landlord consent necessary for Purchaser to occupy and use the Cambridge Office in a form reasonably satisfactory evidence that to Purchaser has executed Replacement Franchise Agreements for all Hotel Assets with and an estoppel from the existing franchisor as landlord showing no defaults of the Effective Date, and (ii) Sellers shall have received at or prior to Closing reasonably satisfactory evidence that terminations of all of the Franchise Agreements were executed effective as of the Closing Date without any liquidated damages, termination fees, or similar payment (unless borne by Purchaser) and releasing Sellers and guarantors of Sellers’ obligations tenant under the Franchise Agreements from liability Lease and obligations thereunder to the extent customary for the applicable Franchisor in connection with terminations of its franchise agreements in connection with agreed replacement franchise agreements; provided, however, that in the event that Purchaser has not executed a Replacement Franchise Agreement with the existing franchisor as of the Effective Date for any Hotel Asset, the Seller Closing Condition set forth in this Section 8.2.2(d) may be satisfied if Purchaser has either (x) executed a Replacement Franchise Agreement with a new franchisor in accordance with confirming the terms of the Loan Agreement (or Lease. Seller shall further deliver to Purchaser a valid waiver letter from the landlord confirming that for the term of the terms thereof by Lender)Lease, or, if Replacement Debt is being obtained in a manner that does not result in Purchaser’s inability Purchaser shall have the right to obtain the Replacement Debt, or (y) complied with all necessary requirements use of the Loan Agreement and received emergency egress through the written consent of Lender to accept a conveyance of such Hotel Asset with no Replacement Franchise Agreement in place at Closing or, if Replacement Debt is premises currently being obtained, to accept a conveyance of such Hotel Asset with no Replacement Franchise Agreement, which does not result in Purchaser’s inability to obtain leased by the Replacement Debt. In the event that Purchaser intends to accept the conveyance of any Hotel Asset with no Replacement Franchise Agreement under the foregoing clause (y), Sellers shall cooperate with Purchaser, at the sole cost and expense of Purchaser, to complete the de-identification of any such Hotel Asset in connection with the termination tenant of the applicable Franchise Agreement, provided that Purchaser bears the full cost of such de-identification and any liquidated damages, termination fees, or similar payment required in connection with such de-identification, and Purchaser indemnifies and holds Seller harmless from any liability or obligation under any Franchise Agreement terminated pursuant to such clause (y)adjoining property. (e) The terms of each of (i) any new debt obtained by Seller shall have delivered to Purchaser or any of its affiliates (other than the Assumed Debt, but including any amendments to the Loan Documents or modifications to the Assumed Debt) that will encumber the Property or any direct or indirect ownership interest in Purchaser after Closing (other than direct or indirect interests in Purchaser Holdco) and (ii) any other agreement that will be binding upon Purchaser or any other direct or indirect subsidiary of Purchaser Holdco after Closing, in either case, which (x) restricts the transfer, assignment, pledge, encumbrance, hypothecation, participation or disposition a letter from tenant of the adjoining property, confirming that the Purchaser Holdco Class A Units (or any direct or indirect interest therein) in any manner inconsistent with will continue to have the provisions right to use of an emergency egress through the premises being leased by the tenant of the Purchaser Holdco Operating Agreement or more restrictive than the provisions set forth in the Assumed Debt as of the Effective Date, and/or (y) limits the exercise by any Class A Holder of any of its rights under the Purchaser Holdco Operating Agreement in any manner, in each case, shall be satisfactory to Sellers in their sole discretionadjoining property. (f) There shall not be in effect any order or orders, whether temporary, preliminary or permanent, issued by any governmental authority restraining, enjoining, preventing or prohibiting the consummation of the transactions contemplated hereby. (g) Each of the organizational documents of the direct or indirect subsidiaries of Purchaser Holdco shall provide that such subsidiary shall not be permitted or authorized to take any action or refrain from taking any action (or to cause or permit any of its subsidiaries to take any action or refrain from taking any actions) which, whether with or without the giving of notice or the passage of time or both, could reasonably be expected to give rise to any liability or loss to Whitehall under any of the Whitehall Guarantees.

Seller’s Conditions. The obligation obligations of Sellers the Seller to consummate the transaction contemplated hereunder transactions required to be taken by them at the Closing are conditioned upon shall be further subject to the satisfaction of each fulfillment of the following conditions (including conditions, any one or more of which may be waived by the condition set forth in Section 8.3, the “Seller Closing Conditions”):Seller: (a) Each of Purchaser’s All representations and warranties contained herein being (individually and collectively) of the Buyers in this Agreement and all other documents and certificates required to be delivered hereby shall be, if specifically qualified by materiality, true and correct in all respects and, if not so qualified, shall be true and correct in all material respects respects, in each case on the date hereof and as of the Closing Date as if made on the Closing Date; provided, however, that with respect but without giving effect to any breach of supplement to the representations Disclosure Schedule. The Buyers shall have performed and warranties complied in Section 9.6 hereofall material respects with all covenants, agreements and conditions (individually and collectively) contained in this Seller Agreement required to be performed and complied with by it at or prior to the Closing Condition shall be deemed satisfied in the event that, notwithstanding such breach, Purchaser is consummating the Debt Assumption at Closing in accordance with the terms hereof or is closing on Replacement Debt concurrently with the ClosingDate. (b) As of the Closing Date, Purchaser The Buyers shall have delivered to the Purchase Price and shall have performed Seller a certificate certifying as to the matters set forth in all material respects all of Section 7.3(a) (subject to any supplements to the Disclosure Schedule that are delivered to the Seller prior to the Closing Date in accordance with Section 6.6(b)) executed by its other respective obligations and covenants under this Agreementchief executive officer or president. (c) Purchaser The Buyers shall have delivered (or caused each document required to be delivered by Purchaser Parent, Purchaser REIT, the Indemnitors or its other affiliates, as applicable) each of Purchaser’s Closing deliveries under Section 4.3and shall have made such payments required pursuant to Sections 2.10(b). (d) The Seller shall have received from each Buyer a certificate from the secretary of such Buyer certifying (i) Sellers that attached thereto is a true and complete copy of the Buyer’s articles of incorporation or articles of organization, as applicable, and all amendments thereto, certified by the Secretary of State of Buyer’s jurisdiction of incorporation, (ii) that attached thereto is a true and correct copy of the bylaws or operating agreement, as applicable, of such Buyer as then in effect, (iii) that attached thereto is a true and complete copy of the resolutions adopted by the board of directors or the managers, as applicable, of such Buyer authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (iv) as to the incumbency and signatures of any of such Buyer’s officers who shall execute documents at the Closing or who have executed the Agreement. The Buyers shall have received at a certificate from the secretary of Seller certifying (i) that attached thereto is a true and complete copy of such Seller’s articles of incorporation or articles of organization, as applicable, and all amendments thereto, certified by the Secretary of State of such Seller’s jurisdiction of incorporation as of a date not more than 10 Business Days prior to the Closing satisfactory evidence Date, (ii) that Purchaser has executed Replacement Franchise Agreements for all Hotel Assets with the existing franchisor as attached thereto is a true and complete copy of the Effective Datebylaws or operating agreement, as applicable, of such Seller as then in effect, (iii) that attached thereto is a true and complete copy of the resolutions adopted by the board of directors or the managers, as applicable, of such Seller authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (iiiv) Sellers as to the incumbency and signatures of any of such Seller’s officers who shall have received execute documents at or prior to Closing reasonably satisfactory evidence that terminations of all of the Franchise Agreements were executed effective as of the Closing Date without any liquidated damages, termination fees, or similar payment (unless borne by Purchaser) and releasing Sellers and guarantors of Sellers’ obligations under the Franchise Agreements from liability and obligations thereunder to the extent customary for the applicable Franchisor in connection with terminations of its franchise agreements in connection with agreed replacement franchise agreements; provided, however, that in the event that Purchaser has not who have executed a Replacement Franchise Agreement with the existing franchisor as of the Effective Date for any Hotel Asset, the Seller Closing Condition set forth in this Section 8.2.2(d) may be satisfied if Purchaser has either (x) executed a Replacement Franchise Agreement with a new franchisor in accordance with the terms of the Loan Agreement (or a valid waiver of the terms thereof by Lender), or, if Replacement Debt is being obtained in a manner that does not result in Purchaser’s inability to obtain the Replacement Debt, or (y) complied with all necessary requirements of the Loan Agreement and received the written consent of Lender to accept a conveyance of such Hotel Asset with no Replacement Franchise Agreement in place at Closing or, if Replacement Debt is being obtained, to accept a conveyance of such Hotel Asset with no Replacement Franchise Agreement, which does not result in Purchaser’s inability to obtain the Replacement Debt. In the event that Purchaser intends to accept the conveyance of any Hotel Asset with no Replacement Franchise Agreement under the foregoing clause (y), Sellers shall cooperate with Purchaser, at the sole cost and expense of Purchaser, to complete the de-identification of any such Hotel Asset in connection with the termination of the applicable Franchise Agreement, provided that Purchaser bears the full cost of such de-identification and any liquidated damages, termination fees, or similar payment required in connection with such de-identification, and Purchaser indemnifies and holds Seller harmless from any liability or obligation under any Franchise Agreement terminated pursuant to such clause (y). (e) The terms Buyers shall have obtained and delivered to the Seller a certificate of each existence of (i) any new debt obtained by Purchaser or any the Buyers from the jurisdiction of its affiliates (other than the Assumed Debtincorporation or organization, but including any amendments to the Loan Documents or modifications to the Assumed Debt) that will encumber the Property or any direct or indirect ownership interest in Purchaser after Closing (other than direct or indirect interests in Purchaser Holdco) and (ii) any other agreement that will be binding upon Purchaser or any other direct or indirect subsidiary of Purchaser Holdco after Closing, in either case, which (x) restricts the transfer, assignment, pledge, encumbrance, hypothecation, participation or disposition of the Purchaser Holdco Class A Units (or any direct or indirect interest therein) in any manner inconsistent with the provisions of the Purchaser Holdco Operating Agreement or more restrictive than the provisions set forth in the Assumed Debt as of the Effective Date, and/or (y) limits the exercise by any Class A Holder of any of its rights under the Purchaser Holdco Operating Agreement in any manner, in each case, shall be satisfactory to Sellers in their sole discretionapplicable. (f) There shall not be in effect any order or orders, whether temporary, preliminary or permanent, issued by any governmental authority restraining, enjoining, preventing or prohibiting the consummation of the transactions contemplated hereby. (g) Each of the organizational documents of the direct or indirect subsidiaries of Purchaser Holdco shall provide that such subsidiary shall not be permitted or authorized to take any action or refrain from taking any action (or to cause or permit any of its subsidiaries to take any action or refrain from taking any actions) which, whether with or without the giving of notice or the passage of time or both, could reasonably be expected to give rise to any liability or loss to Whitehall under any of the Whitehall Guarantees.

Seller’s Conditions. The obligation of Sellers to consummate PPA in Service Date shall occur on the transaction contemplated hereunder at the Closing are conditioned upon the satisfaction of each first Day on which Commissioning is complete. The commercial operation date of the Project (“Project COD”) shall occur on the first Day of the Month following conditions the Month in which the following Seller’s Conditions occur, provided, if Seller’s Conditions occur fewer than ten (10) Days prior to the end of a Month, Project COD shall be the first Day of the second Month following the Month in which the following Seller’s Conditions occur: Delivery of written certificate from an officer of Seller to Buyer subject to reasonable and prompt verification by Buyer, that (a) Seller has obtained all Consents necessary to install and operate such Project; (b) Seller has successfully completed all tests required prior to such Project being placed in service under the engineering, procurement and construction contract entered into by Seller, the Operating Instructions for such Project, and all tests required by the manufacturer(s) of the Project components for warranty compliance, except for such testing that is either required by Legal Requirements, or order of a Governmental Authority to be conducted after the Project COD or is customarily performed after commercial operation; (c) such Project and the Renewable Attributes to be produced thereby meet the RPS Program eligibility rules and requirements as in effect on the Execution Date if applicable; (d) Seller has complied with all applicable NYISO Rules (including those for Intermittent Power Resources) relating to the condition set forth delivery of Related Capacity and Energy; and (e) such Project is capable of operation in Section 8.3accordance with Prudent Utility Practices, the “all Legal Requirements, and all equipment manufacturers’ instruction manuals and warranties; Delivery by Seller Closing Conditions”):to Buyer of certificates of insurance coverage or proof of insurance policies, as required pursuant to Article 11 and Exhibit G of this Agreement; (a) Each Such Project has been interconnected with Connecting Transmission Owner’s Electrical System, and (b) Seller has executed the Interconnection Agreement for the Project in substantially the form of PurchaserExhibit L hereto, providing for a term commencing on or before the Project COD and ending no earlier than the last day of the Term and has used commercially reasonable efforts to obtain NYISO execution of the Interconnection Agreement; Written notice by Seller to Buyer that the Operating Instructions have been completed with respect to the Project; Such Project is capable of providing Contract Capacity of at least eighty percent (80%) of Project Capacity determined pursuant to Section 3.2.1 (vi) and as may be adjusted pursuant to Section 3.1.3 (i); An independent professional engineer’s representations certification (subject to customary qualifications, assumptions and warranties contained herein being true exceptions) has been obtained by Seller and correct provided to Buyer stating that such Project has been completed in accordance with manufacturers’ specifications in all material respects (excepting punch list items that do not materially and adversely affect the ability of such Project to provide the Contract Capacity consistent with the design capacity thereof and operate as of intended hereunder) in accordance with this Agreement; and Seller has made or caused to be made all arrangements and executed or caused to be executed all agreements, including any necessary easements or licenses to effectuate Site Control required to deliver the Closing Date; provided, however, that with respect Energy from the Project to any breach of the representations and warranties in Section 9.6 hereof, this Seller Closing Condition shall be deemed satisfied in the event that, notwithstanding such breach, Purchaser is consummating the Debt Assumption at Closing Delivery Point in accordance with the terms hereof or is closing on Replacement Debt concurrently with the Closing. (b) As provisions of the Closing Date, Purchaser shall have delivered the Purchase Price and shall have performed in all material respects all of its other respective obligations and covenants under this Agreement. (c) Purchaser . Progress Reports Seller shall have delivered (or caused to be delivered by Purchaser Parent, Purchaser REIT, the Indemnitors or its other affiliates, as applicable) each of Purchaser’s Closing deliveries under Section 4.3. (d) (i) Sellers shall have received at or prior to Closing satisfactory evidence that Purchaser has executed Replacement Franchise Agreements for all Hotel Assets with the existing franchisor as of the Effective Date, and (ii) Sellers shall have received at or prior to Closing reasonably satisfactory evidence that terminations of all of the Franchise Agreements were executed effective as of the Closing Date without any liquidated damages, termination fees, or similar payment (unless borne by Purchaser) and releasing Sellers and guarantors of Sellers’ obligations under the Franchise Agreements from liability and obligations thereunder to the extent customary for the applicable Franchisor in connection with terminations of its franchise agreements in connection with agreed replacement franchise agreements; provided, however, that in the event that Purchaser has not executed a Replacement Franchise Agreement with the existing franchisor as of the Effective Date for any Hotel Asset, the Seller Closing Condition set forth in this Section 8.2.2(d) may be satisfied if Purchaser has either (x) executed a Replacement Franchise Agreement with a new franchisor in accordance with the terms of the Loan Agreement (or a valid waiver of the terms thereof by Lender), or, if Replacement Debt is being obtained in a manner that does not result in Purchaser’s inability to obtain the Replacement Debt, or (y) complied with all necessary requirements of the Loan Agreement and received the written consent of Lender to accept a conveyance of such Hotel Asset with no Replacement Franchise Agreement in place at Closing or, if Replacement Debt is being obtained, to accept a conveyance of such Hotel Asset with no Replacement Franchise Agreement, which does not result in Purchaser’s inability to obtain the Replacement Debt. In the event that Purchaser intends to accept the conveyance notify Buyer of any Hotel Asset with no Replacement Franchise Agreement under the foregoing clause (y), Sellers shall cooperate with Purchaser, at the sole cost and expense of Purchaser, to complete the de-identification of any such Hotel Asset in connection with the termination of the applicable Franchise Agreement, provided that Purchaser bears the full cost of such de-identification and any liquidated damages, termination fees, or similar payment required in connection with such de-identification, and Purchaser indemnifies and holds Seller harmless from any liability or obligation under any Franchise Agreement terminated pursuant to such clause (y). (e) The terms of each of (i) any new debt obtained by Purchaser or any of its affiliates (other than the Assumed Debt, but including any amendments to the Loan Documents or modifications to the Assumed Debt) that will encumber the Property or any direct or indirect ownership interest in Purchaser after Closing (other than direct or indirect interests in Purchaser Holdco) and (ii) any other agreement that will be binding upon Purchaser or any other direct or indirect subsidiary of Purchaser Holdco after Closing, in either case, events which (x) restricts the transfer, assignment, pledge, encumbrance, hypothecation, participation or disposition of the Purchaser Holdco Class A Units (or any direct or indirect interest therein) in any manner inconsistent with the provisions of the Purchaser Holdco Operating Agreement or more restrictive than the provisions set forth in the Assumed Debt as of the Effective Date, and/or (y) limits the exercise by any Class A Holder of any of its rights under the Purchaser Holdco Operating Agreement in any manner, in each case, shall be satisfactory to Sellers in their sole discretion. (f) There shall not be in effect any order or orders, whether temporary, preliminary or permanent, issued by any governmental authority restraining, enjoining, preventing or prohibiting the consummation of the transactions contemplated hereby. (g) Each of the organizational documents of the direct or indirect subsidiaries of Purchaser Holdco shall provide that such subsidiary shall not be permitted or authorized to take any action or refrain from taking any action (or to cause or permit any of its subsidiaries to take any action or refrain from taking any actions) which, whether with or without the giving of notice or the passage of time or both, could may reasonably be expected to give rise adversely affect Seller’s ability to any liability or loss achieve Project COD by the Project COD Deadline, such notice to Whitehall under any be given within three (3) Business Days of the Whitehall Guaranteesoccurrence of such event. Within ten (10) Days after the end of each Month during the construction phase of the Project, Seller shall deliver a written report to Buyer describing the progress of construction of the Project, including any events of material significance to Seller’s ability to meet the Project COD Target Date.

Seller’s Conditions. The obligation obligations of Sellers Seller to consummate the transaction ------------------- transactions contemplated hereunder by this Agreement are subject to the fulfillment at or before the Closing are conditioned upon the satisfaction of each Date of the following conditions (including the condition set forth conditions, any of which may be waived in Section 8.3, the “Seller Closing Conditions”):writing by Seller: (a) Each All of Purchaser’s the representations and warranties of Buyer contained herein being in this Agreement or in any written statement, certificate, schedule or other document delivered pursuant hereto or in connection with the transactions contemplated hereby shall be true and correct in all material respects both on this date and on the Closing Date as of if then made except as and to the extent waived hereunder. Buyer shall have performed and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed or complied with by Buyer prior to or on the Closing Date; provided, howeverand Buyer shall have tendered to Seller a certificate executed by a duly authorized officer of Buyer, that with respect dated the Closing Date, representing and certifying to any breach the fulfillment of the representations and warranties in Section 9.6 hereof, this Seller Closing Condition shall be deemed satisfied in the event that, notwithstanding such breach, Purchaser is consummating the Debt Assumption at Closing in accordance with the terms hereof or is closing on Replacement Debt concurrently with the Closingforegoing conditions. (b) As Buyer shall have delivered to Seller the opinion of Xxxxx Xxxxxxxxxx & Xxxxx, Esqs., counsel for Buyer, dated the Closing Date, Purchaser shall have delivered in the Purchase Price and shall have performed in all material respects all form of its other respective obligations and covenants under this AgreementExhibit 8.2(b) hereto. (c) Purchaser Buyer shall have delivered to Seller the Purchase Price (or caused to be as adjusted) and shall have executed and delivered by Purchaser Parent, Purchaser REIT, the Indemnitors or its other affiliates, as applicable) each of Purchaser’s Closing deliveries under Section 4.3all closing documents required hereunder. (d) (i) Sellers shall have received at or prior to Closing satisfactory evidence that Purchaser has executed Replacement Franchise Agreements for all Hotel Assets with the existing franchisor as All documents of the Effective Date, and (ii) Sellers shall have received at or prior to Closing reasonably satisfactory evidence that terminations of all of the Franchise Agreements were executed effective as of the Closing Date without any liquidated damages, termination fees, or similar payment (unless borne by Purchaser) and releasing Sellers and guarantors of Sellers’ obligations under the Franchise Agreements from liability and obligations thereunder to the extent customary for the applicable Franchisor in connection with terminations of its franchise agreements in connection with agreed replacement franchise agreements; provided, however, that in the event that Purchaser has not executed a Replacement Franchise Agreement with the existing franchisor as of the Effective Date for any Hotel Asset, the Seller Closing Condition set forth in this Section 8.2.2(d) may be satisfied if Purchaser has either (x) executed a Replacement Franchise Agreement with a new franchisor in accordance with the terms of the Loan Agreement (or a valid waiver of the terms thereof by Lender), or, if Replacement Debt is being obtained in a manner that does not result in Purchaser’s inability to obtain the Replacement Debt, or (y) complied with all necessary requirements of the Loan Agreement and received the written consent of Lender to accept a conveyance of such Hotel Asset with no Replacement Franchise Agreement in place at Closing or, if Replacement Debt is being obtained, to accept a conveyance of such Hotel Asset with no Replacement Franchise Agreement, which does not result in Purchaser’s inability to obtain the Replacement Debt. In the event that Purchaser intends to accept the conveyance of any Hotel Asset with no Replacement Franchise Agreement under the foregoing clause (y), Sellers shall cooperate with Purchaser, at the sole cost and expense of Purchaser, to complete the de-identification of any such Hotel Asset Buyer in connection with the termination of the applicable Franchise Agreement, provided that Purchaser bears the full cost of such de-identification transaction contemplated hereby shall be in form and any liquidated damages, termination fees, or similar payment required in connection with such de-identification, and Purchaser indemnifies and holds Seller harmless from any liability or obligation under any Franchise Agreement terminated pursuant substance reasonably acceptable to such clause (y)counsel for Seller. (e) The terms of each of (i) any new debt obtained by Purchaser No action or any of its affiliates (other than the Assumed Debtproceeding shall be pending or, but including any amendments to the Loan Documents knowledge of Seller or modifications Buyer, threatened, against Buyer before any court, governmental or arbitration body seeking to the Assumed Debt) that will encumber the Property restrain or any direct prohibit or indirect ownership interest seeking damages or other relief in Purchaser after Closing (other than direct or indirect interests in Purchaser Holdco) and (ii) any other agreement that will be binding upon Purchaser or any other direct or indirect subsidiary of Purchaser Holdco after Closing, in either case, which (x) restricts the transfer, assignment, pledge, encumbrance, hypothecation, participation or disposition of the Purchaser Holdco Class A Units (or any direct or indirect interest therein) in any manner inconsistent connection with the provisions of the Purchaser Holdco Operating this Agreement or more restrictive than the provisions set forth in the Assumed Debt as of the Effective Date, and/or (y) limits the exercise by any Class A Holder of any of its rights under the Purchaser Holdco Operating Agreement in any manner, in each case, shall be satisfactory to Sellers in their sole discretion. (f) There shall not be in effect any order or orders, whether temporary, preliminary or permanent, issued by any governmental authority restraining, enjoining, preventing or prohibiting the consummation of the transactions contemplated hereby. (f) All waiting periods under the HSR Act applicable to this Agreement or the transaction contemplated hereby shall have expired or been terminated. (g) Each The downward adjustment to the Purchase Price made pursuant to Section 3.3(a) of the organizational documents of the direct or indirect subsidiaries of Purchaser Holdco shall provide that such subsidiary this Agreement, if any, shall not be permitted or authorized to take any action or refrain from taking any action (or to cause or permit any of its subsidiaries to take any action or refrain from taking any actions) which, whether with or without the giving of notice or the passage of time or both, could reasonably be expected to give rise to any liability or loss to Whitehall under any of the Whitehall Guaranteesgreater than $1,800,000.

Seller’s Conditions. The obligation obligations of Sellers to consummate the transaction contemplated hereunder Seller at the Closing are conditioned upon subject, at the option of Seller, to the satisfaction of each at or prior to the Closing of the following conditions (including the condition set forth in Section 8.3, the “Seller Closing Conditions”):conditions: (a) Each of Purchaser’s All representations and warranties of Buyer contained herein being in this Agreement shall be true and correct in all material respects at and as of the Closing Date; provided, however, that with respect to any breach of the as if such representations and warranties were made at and as of the Closing; and Buyer shall have performed and satisfied all material obligations in Section 9.6 hereofall material respects required by this Agreement to be performed and satisfied by Buyer at or prior to the Closing, this and Seller Closing Condition shall be deemed satisfied have received an officer’s certificate in the event that, notwithstanding such breach, Purchaser is consummating form of Exhibit “H” confirming the Debt Assumption at Closing in accordance with the terms hereof or is closing on Replacement Debt concurrently with the Closingforegoing. (b) As of No suit or other proceeding shall be pending before any court or governmental agency seeking to restrain or prohibit or declare illegal, or seeking substantial damages in connection with, the Closing Date, Purchaser shall have delivered the Purchase Price purchase and shall have performed in all material respects all of its other respective obligations and covenants under sale contemplated by this Agreement. (c) Purchaser All necessary consents, permissions, novations and approvals by third parties in connection with the sale and transfer of the Properties shall have delivered (or caused been received prior to be delivered by Purchaser ParentClosing, Purchaser REITexcept those required consents, the Indemnitors or its other affiliatespermissions, as applicable) each of Purchaser’s Closing deliveries under Section 4.3novations and approvals which are Permitted Encumbrances. (d) (i) Sellers shall have received at or prior to Closing satisfactory evidence that Purchaser has executed Replacement Franchise Agreements for all Hotel Assets with the existing franchisor as of the Effective Date, and (ii) Sellers shall have received at or prior to Closing reasonably satisfactory evidence that terminations of all of the Franchise Agreements were executed effective as of the Closing Date without any liquidated damages, termination fees, or similar payment (unless borne by Purchaser) and releasing Sellers and guarantors of Sellers’ obligations under the Franchise Agreements from liability and obligations thereunder All adjustments to the extent customary for the applicable Franchisor in connection with terminations of its franchise agreements in connection with agreed replacement franchise agreements; providedPurchase Price relating to asserted Title Defects, howeverasserted Environmental Defects, that in the event that Purchaser has not executed a Replacement Franchise Agreement with the existing franchisor casualty losses, failure to obtain consents, exercised preferential purchase rights, as of the Effective Date for any Hotel Asset, the Seller Closing Condition set forth in this Section 8.2.2(d) may be satisfied if Purchaser has either (x) executed a Replacement Franchise Agreement with a new franchisor in accordance with well as attributable to disputed matters which are being arbitrated or excluded under the terms of the Loan Agreement (or a valid waiver of the terms thereof by Lender), or, if Replacement Debt is being obtained in a manner that does not result in Purchaser’s inability to obtain the Replacement Debt, or (y) complied with all necessary requirements of the Loan Agreement and received the written consent of Lender to accept a conveyance of such Hotel Asset with no Replacement Franchise Agreement in place at Closing or, if Replacement Debt is being obtained, to accept a conveyance of such Hotel Asset with no Replacement Franchise this Agreement, which does do not result in Purchaser’s inability to obtain the Replacement Debt. In the event that Purchaser intends to accept the conveyance of any Hotel Asset with no Replacement Franchise Agreement under the foregoing clause (y), Sellers shall cooperate with Purchaser, at the sole cost and expense of Purchaser, to complete the de-identification of any such Hotel Asset in connection with the termination of the applicable Franchise Agreement, provided that Purchaser bears the full cost of such de-identification and any liquidated damages, termination fees, equal or similar payment required in connection with such de-identification, and Purchaser indemnifies and holds Seller harmless from any liability or obligation under any Franchise Agreement terminated pursuant to such clause (y)exceed $40,0000,000. (e) The terms shares of each Buyer’s common stock to be issued hereunder shall have been approved for listing on the NYSE, subject to official notice of (i) any new debt obtained by Purchaser or any of its affiliates (other than the Assumed Debt, but including any amendments to the Loan Documents or modifications to the Assumed Debt) that will encumber the Property or any direct or indirect ownership interest in Purchaser after Closing (other than direct or indirect interests in Purchaser Holdco) issuance and (ii) any other agreement that will be binding upon Purchaser or any other direct or indirect subsidiary of Purchaser Holdco after Closing, in either case, which (x) restricts the transfer, assignment, pledge, encumbrance, hypothecation, participation or disposition of the Purchaser Holdco Class A Units (or any direct or indirect interest therein) in any manner inconsistent Buyer shall have provided Seller with the provisions of the Purchaser Holdco Operating Agreement or more restrictive than the provisions set forth in the Assumed Debt as of the Effective Date, and/or (y) limits the exercise by any Class A Holder of any of its rights under the Purchaser Holdco Operating Agreement in any manner, in each case, shall be satisfactory to Sellers in their sole discretion. (f) There shall not be in effect any order or orders, whether temporary, preliminary or permanent, issued by any governmental authority restraining, enjoining, preventing or prohibiting the consummation of the transactions contemplated hereby. (g) Each of the organizational documents of the direct or indirect subsidiaries of Purchaser Holdco shall provide evidence that such subsidiary shall not be permitted or authorized to take any action or refrain from taking any action (or to cause or permit any of its subsidiaries to take any action or refrain from taking any actions) which, whether with or without listing on the giving of notice or NYSE has been approved by the passage of time or both, could reasonably be expected to give rise to any liability or loss to Whitehall under any of the Whitehall GuaranteesNYSE.

Seller’s Conditions. The Seller’s obligation of Sellers to consummate the transaction contemplated hereunder at the proceed to Closing are conditioned upon the satisfaction of each of under this Agreement is subject to the following conditions (including the condition set forth in Section 8.3, the “Seller Closing Conditions”):precedent: (ai) Each This Agreement shall not have terminated or been deemed terminated pursuant to any provision hereof. (ii) Buyer shall have made all deliveries as required by Section 10.5 below. (iii) Buyer shall not then be in default of Purchaser’s representations any covenants, agreements and conditions on its part to be performed under this Agreement within the time herein provided for such performance. (iv) The representations, warranties and agreements of Buyer contained herein being and in all documents and agreements executed pursuant hereto are and shall be true and correct in all material respects as of the date hereof and as of the Closing Date; provided, however, that with respect to any breach of the representations and warranties Date in Section 9.6 hereof, this Seller Closing Condition shall be deemed satisfied in the event that, notwithstanding such breach, Purchaser is consummating the Debt Assumption at Closing in accordance with the terms hereof or is closing on Replacement Debt concurrently with the Closingall material respects. (bv) As No action, suit, proceeding or investigation shall have been instituted before any court or governmental body, or instituted by any governmental agency, to restrain or prevent consummation of the Closing Date, Purchaser shall have delivered the Purchase Price and shall have performed in all material respects all of its other respective obligations and covenants transactions under this Agreement. (cvi) Purchaser Buyer shall have delivered (assumed or caused taken subject to be delivered by Purchaser Parent, Purchaser REIT, the Indemnitors or its other affiliates, as applicable) each of Purchaser’s Closing deliveries under Section 4.3. (d) (i) Sellers shall have received at or prior to Closing satisfactory evidence that Purchaser has executed Replacement Franchise Agreements for all Hotel Assets with the existing franchisor as of the Effective Date, and (ii) Sellers shall have received at or prior to Closing reasonably satisfactory evidence that terminations of all of the Franchise Agreements were executed Existing Mortgage Loan effective as of the Closing Date without Date, and Seller and its related parties (including but not limited to any liquidated damagesborrower, termination feesguarantor, indemnitor and Agent and any employee or similar payment (unless borne by Purchaserprincipal of Agent) and releasing Sellers and guarantors of Sellers’ obligations under the Franchise Agreements from shall have no remaining liability or obligation with respect thereto, other than liabilities and obligations thereunder to the extent customary for the applicable Franchisor in connection with terminations of its franchise agreements in connection with agreed replacement franchise agreements; provided, however, that in the event that Purchaser has not executed a Replacement Franchise Agreement with the existing franchisor as of the Effective Date for any Hotel Asset, the Seller Closing Condition set forth in this Section 8.2.2(d) may be satisfied if Purchaser has either (x) executed a Replacement Franchise Agreement with a new franchisor in accordance with by the terms of the documents, instruments and agreements evidencing and securing the Existing Mortgage Loan Agreement survive such assumption or taking subject to the Existing Mortgage Loan. (or a valid waiver vii) Buyer shall have paid all commissions of the terms thereof by Lender), or, if Replacement Debt is being obtained in a manner that does not result in PurchaserSeller’s inability to obtain the Replacement Debt, or (y) complied with all necessary requirements of the Loan Agreement and received the written consent of Lender to accept a conveyance of such Hotel Asset with no Replacement Franchise Agreement in place at Closing or, if Replacement Debt is being obtained, to accept a conveyance of such Hotel Asset with no Replacement Franchise Agreement, which does not result in Purchaser’s inability to obtain the Replacement Debt. In the event that Purchaser intends to accept the conveyance of any Hotel Asset with no Replacement Franchise Agreement under the foregoing clause (y), Sellers shall cooperate with Purchaser, at the sole cost and expense of Purchaser, to complete the de-identification of any such Hotel Asset Broker arising in connection with the termination transaction contemplated by this Agreement. Pursuant to a separate agreement between Buyer and Seller’s Broker, Buyer is obligated by contract to pay all such commissions. In the interest of the applicable Franchise Agreementclarity, provided that Purchaser bears the full cost of such de-identification and Buyer shall not be required to pay any liquidated damages, termination fees, costs, expenses or similar payment required in connection with such de-identificationreimbursements due to Seller’s Broker, and Purchaser indemnifies and holds Seller harmless from any liability or obligation under any Franchise Agreement terminated pursuant to such clause (y)if any, which amounts are the responsibility of Seller. (eviii) The terms Buyer’s federal and all applicable state income tax classifications as a partnership shall not have been terminated or otherwise changed. Buyer’s not being treated as an investment company (within the meaning of each of (i) any new debt obtained by Purchaser or any of its affiliates (other than the Assumed Debt, but including any amendments to the Loan Documents or modifications to the Assumed Debt) that will encumber the Property or any direct or indirect ownership interest in Purchaser after Closing (other than direct or indirect interests in Purchaser Holdco) and (ii) any other agreement that will be binding upon Purchaser or any other direct or indirect subsidiary of Purchaser Holdco after Closing, in either case, which (x) restricts the transfer, assignment, pledge, encumbrance, hypothecation, participation or disposition Section 351 of the Purchaser Holdco Class A Units (or any direct or indirect interest thereinCode) in any manner inconsistent with if the provisions of the Purchaser Holdco Operating Agreement or more restrictive than the provisions set forth in the Assumed Debt as of the Effective Date, and/or (y) limits the exercise by any Class A Holder of any of its rights under the Purchaser Holdco Operating Agreement in any manner, in each case, Buyer were incorporated shall be satisfactory to Sellers in their sole discretionnot have changed. (fix) There Seller shall not be in effect any order have obtained the consent and approval of Seller’s members or orders, whether temporary, preliminary or permanent, issued limited partners as contemplated by any governmental authority restraining, enjoining, preventing or prohibiting the consummation of the transactions contemplated herebySection 7.3. (g) Each of the organizational documents of the direct or indirect subsidiaries of Purchaser Holdco shall provide that such subsidiary shall not be permitted or authorized to take any action or refrain from taking any action (or to cause or permit any of its subsidiaries to take any action or refrain from taking any actions) which, whether with or without the giving of notice or the passage of time or both, could reasonably be expected to give rise to any liability or loss to Whitehall under any of the Whitehall Guarantees.

Seller’s Conditions. The Seller's obligation to deliver title to each of Sellers the Properties and to otherwise consummate the transactions contemplated hereby shall be subject to compliance by Purchaser with the following conditions precedent on and as of the Closing Date: (i) Purchaser shall deliver to Seller (or to the Settlement Agent acting on Seller's behalf) the Purchase Price Balance (subject to adjustments and prorations), and any such instruction, as may be necessary, to release the Deposit and apply it to payment of the Purchase Price. (ii) Purchaser shall deliver to Seller (or to the Settlement Agent acting on Seller's behalf) on or before the Closing Date the following ("Purchaser's Closing Documents"): (1) duly executed and acknowledged counterparts of the Oakton Lease Assignment, the Towngate Lease Assignment, the Oakton General Assignment, the Towngate General Assignment, the Tenant Letters, and the Contractor Letters; (2) an amount, payable in immediately available funds to the Settlement Agent, equal to and in payment of all amounts payable by Purchaser under Section 11(a) hereof; (3) a copy of the certificate of good standing of Purchaser certified by an appropriate official of the State of Purchaser's organization and a copy of a current good standing certificate of Purchaser from the Commonwealth of Virginia, each dated as of a date not earlier than thirty (30) days before the Closing Date; and such resolutions and incumbency certificates as are reasonably necessary to evidence Purchaser's capacity and authority to consummate the transaction contemplated hereunder at the Closing are conditioned upon the satisfaction of each of the following conditions (including the condition set forth in Section 8.3, the “Seller Closing Conditions”):Closing; (a4) Each of Purchaser’s a certificate that the representations and warranties contained herein being of Purchaser specified in Section 8 hereof are true and correct in all material respects as of the Closing Date; providedand (5) such other instruments, howeveragreements, and documents as may be reasonably required to consummate the transactions contemplated hereby, provided that with respect the same do not increase Purchaser's obligations or liabilities beyond those otherwise created by this Agreement, including without limitation a settlement statement specifying the charges, credits, and adjustments to each party. (iii) Subject to any breach actions taken by Purchaser between the Effective Date and the Closing Date in accordance with the provisions of this Agreement, the representations and warranties of Purchaser contained in Section 9.6 hereof, this Seller Closing Condition Agreement as of the Effective Date shall be deemed satisfied true and correct in all material respects at and as of the event that, notwithstanding Closing Date as if such breach, Purchaser is consummating the Debt Assumption representations and warranties were made at Closing in accordance with the terms hereof or is closing on Replacement Debt concurrently with the Closing. (b) As and as of the Closing Date, and Purchaser shall have delivered the Purchase Price performed and shall have performed in all material respects all of its other respective obligations and covenants under this Agreement. (c) Purchaser shall have delivered (or caused to be delivered by Purchaser Parent, Purchaser REIT, the Indemnitors or its other affiliates, as applicable) each of Purchaser’s Closing deliveries under Section 4.3. (d) (i) Sellers shall have received at or prior to Closing satisfactory evidence that Purchaser has executed Replacement Franchise Agreements for all Hotel Assets with the existing franchisor as of the Effective Date, and (ii) Sellers shall have received at or prior to Closing reasonably satisfactory evidence that terminations of all of the Franchise Agreements were executed effective as of the Closing Date without any liquidated damages, termination fees, or similar payment (unless borne by Purchaser) and releasing Sellers and guarantors of Sellers’ obligations under the Franchise Agreements from liability and obligations thereunder to the extent customary for the applicable Franchisor in connection with terminations of its franchise agreements in connection with agreed replacement franchise agreements; provided, however, that in the event that Purchaser has not executed a Replacement Franchise Agreement with the existing franchisor as of the Effective Date for any Hotel Asset, the Seller Closing Condition set forth in this Section 8.2.2(d) may be satisfied if Purchaser has either (x) executed a Replacement Franchise Agreement with a new franchisor in accordance with the terms of the Loan Agreement (or a valid waiver of the terms thereof by Lender), or, if Replacement Debt is being obtained in a manner that does not result in Purchaser’s inability to obtain the Replacement Debt, or (y) complied with all necessary requirements covenants, agreements, conditions, terms, and provisions of the Loan this Agreement and received the written consent of Lender required to accept a conveyance of such Hotel Asset be performed or complied with no Replacement Franchise Agreement in place at Closing or, if Replacement Debt is being obtained, by Purchaser prior to accept a conveyance of such Hotel Asset with no Replacement Franchise Agreement, which does not result in Purchaser’s inability to obtain the Replacement Debt. In the event that Purchaser intends to accept the conveyance of any Hotel Asset with no Replacement Franchise Agreement under the foregoing clause (y), Sellers shall cooperate with Purchaser, or at the sole cost and expense of Purchaser, to complete the de-identification of any such Hotel Asset in connection with the termination of the applicable Franchise Agreement, provided that Purchaser bears the full cost of such de-identification and any liquidated damages, termination fees, or similar payment required in connection with such de-identification, and Purchaser indemnifies and holds Seller harmless from any liability or obligation under any Franchise Agreement terminated pursuant to such clause (y)Closing. (e) The terms of each of (i) any new debt obtained by Purchaser or any of its affiliates (other than the Assumed Debt, but including any amendments to the Loan Documents or modifications to the Assumed Debt) that will encumber the Property or any direct or indirect ownership interest in Purchaser after Closing (other than direct or indirect interests in Purchaser Holdco) and (ii) any other agreement that will be binding upon Purchaser or any other direct or indirect subsidiary of Purchaser Holdco after Closing, in either case, which (x) restricts the transfer, assignment, pledge, encumbrance, hypothecation, participation or disposition of the Purchaser Holdco Class A Units (or any direct or indirect interest therein) in any manner inconsistent with the provisions of the Purchaser Holdco Operating Agreement or more restrictive than the provisions set forth in the Assumed Debt as of the Effective Date, and/or (y) limits the exercise by any Class A Holder of any of its rights under the Purchaser Holdco Operating Agreement in any manner, in each case, shall be satisfactory to Sellers in their sole discretion. (f) There shall not be in effect any order or orders, whether temporary, preliminary or permanent, issued by any governmental authority restraining, enjoining, preventing or prohibiting the consummation of the transactions contemplated hereby. (g) Each of the organizational documents of the direct or indirect subsidiaries of Purchaser Holdco shall provide that such subsidiary shall not be permitted or authorized to take any action or refrain from taking any action (or to cause or permit any of its subsidiaries to take any action or refrain from taking any actions) which, whether with or without the giving of notice or the passage of time or both, could reasonably be expected to give rise to any liability or loss to Whitehall under any of the Whitehall Guarantees.

Seller’s Conditions. The obligation of Sellers In-Service Date is defined as the date on which Xxxxx receives written confirmation from Seller that Commissioning is complete and that Seller is ready to consummate meet its obligations to Buyer in accordance with this Agreement. Commissioning is complete on the transaction contemplated hereunder at the Closing are conditioned upon the satisfaction of each of first (1st) Day on which all the following conditions Seller’s Conditions occur unless both Parties agree otherwise in writing: (including the condition set forth in Section 8.3i) delivery of written certificate from an officer of Seller to Buyer subject to reasonable and prompt verification by Xxxxx, the “Seller Closing Conditions”):that: (a) Each Seller has obtained all Consents necessary to install and operate such Project; (b) Seller has successfully completed all tests required prior to such Project being placed in service under the engineering, procurement and construction contract entered into by Seller regarding the Project, the Operating Instructions for such Project, and all tests required by the manufacturer(s) of Purchaserthe Project components for warranty compliance, except for such testing that is either required by Legal Requirements, or order of a Governmental Authority to be conducted after the Project COD or is customarily performed after commercial operation; (c) the Project as built complies with all applicable NYISO Rules; and (d) such Project is capable of operation in accordance with Prudent Utility Practices, all Legal Requirements, and all equipment manufacturers’ instruction manuals and warranties; (ii) delivery by Seller to Buyer of certificates of insurance coverage or proof of insurance policies, as required pursuant to Article 11 and APPENDIX 10: INSURANCE REQUIREMENTS of this Agreement; (iii) (a) the Project has been interconnected with Connecting Transmission Owner’s representations Electrical System, (b) [Seller has qualified the Project as an Installed Capacity Supplier in accordance with NYISO Rules, and warranties contained herein being true has provided written notice to Buyer of completing such activities and correct acceptance by the NYISO on or before the deadline established by the NYISO for participation in the NYISO’s Installed Capacity market for the Month in which the Project COD is to occur and will use commercially reasonable efforts to enable Buyer to receive Contract Capacity] [IF BUYER APPROVED XXXX RIGHTS FOR PROJECT (iv) delivery of written notice by Seller to Buyer providing the results of a Contract Capacity Test demonstrating that the Project is capable of producing and making available Contract Capacity of at least [eighty percent (80%)] of the Project Capacity at the Delivery Point; (v) written notice by Seller to Buyer that the Operating Instructions have been completed with respect to the Project; (vi) an Independent Engineer’s certification (subject to customary qualifications, assumptions and exceptions) has been obtained by Seller and provided to Buyer stating that such Project has been completed in accordance with manufacturers’ specifications in all material respects (excepting punch list items that do not materially and adversely affect the ability of such Project to provide the Project Capacity consistent with the design capacity thereof and operate as of intended hereunder) in accordance with this Agreement; and (vii) Seller has made or caused to be made all arrangements and executed or caused to be executed all agreements, including any necessary easements or licenses to effectuate Site control required to deliver the Closing Date; provided, however, that with respect Products from the Project to any breach of the representations and warranties in Section 9.6 hereof, this Seller Closing Condition shall be deemed satisfied in the event that, notwithstanding such breach, Purchaser is consummating the Debt Assumption at Closing Delivery Point in accordance with the terms hereof or is closing on Replacement Debt concurrently with provisions of this Agreement. Unless otherwise agreed by the Closing. (b) As Parties, the commercial operation date of the Closing DateProject (“Project COD”) shall occur on the first Day of the Month following the Month in which the In-Service Date occurs, Purchaser shall have delivered provided, if the Purchase Price and shall have performed in all material respects all of its other respective obligations and covenants under this Agreement. In-Service Date occurs fewer than ten (c10) Purchaser shall have delivered (or caused to be delivered by Purchaser Parent, Purchaser REIT, the Indemnitors or its other affiliates, as applicable) each of Purchaser’s Closing deliveries under Section 4.3. (d) (i) Sellers shall have received at or Days prior to Closing satisfactory evidence that Purchaser has executed Replacement Franchise Agreements for all Hotel Assets with the existing franchisor as end of a Month, Project COD shall be the first Day of the Effective Date, and (ii) Sellers shall have received at or prior to Closing reasonably satisfactory evidence that terminations of all of second Month following the Franchise Agreements were executed effective as of Month in which the Closing In-Service Date without any liquidated damages, termination fees, or similar payment (unless borne by Purchaser) and releasing Sellers and guarantors of Sellers’ obligations under the Franchise Agreements from liability and obligations thereunder to the extent customary for the applicable Franchisor in connection with terminations of its franchise agreements in connection with agreed replacement franchise agreements; provided, however, that in the event that Purchaser has not executed a Replacement Franchise Agreement with the existing franchisor as of the Effective Date for any Hotel Asset, the Seller Closing Condition set forth in this Section 8.2.2(d) may be satisfied if Purchaser has either (x) executed a Replacement Franchise Agreement with a new franchisor in accordance with the terms of the Loan Agreement (or a valid waiver of the terms thereof by Lender), or, if Replacement Debt is being obtained in a manner that does not result in Purchaser’s inability to obtain the Replacement Debt, or (y) complied with all necessary requirements of the Loan Agreement and received the written consent of Lender to accept a conveyance of such Hotel Asset with no Replacement Franchise Agreement in place at Closing or, if Replacement Debt is being obtained, to accept a conveyance of such Hotel Asset with no Replacement Franchise Agreement, which does not result in Purchaser’s inability to obtain the Replacement Debt. In the event that Purchaser intends to accept the conveyance of any Hotel Asset with no Replacement Franchise Agreement under the foregoing clause (y), Sellers shall cooperate with Purchaser, at the sole cost and expense of Purchaser, to complete the de-identification of any such Hotel Asset in connection with the termination of the applicable Franchise Agreement, provided that Purchaser bears the full cost of such de-identification and any liquidated damages, termination fees, or similar payment required in connection with such de-identification, and Purchaser indemnifies and holds Seller harmless from any liability or obligation under any Franchise Agreement terminated pursuant to such clause (y)occurs. (e) The terms of each of (i) any new debt obtained by Purchaser or any of its affiliates (other than the Assumed Debt, but including any amendments to the Loan Documents or modifications to the Assumed Debt) that will encumber the Property or any direct or indirect ownership interest in Purchaser after Closing (other than direct or indirect interests in Purchaser Holdco) and (ii) any other agreement that will be binding upon Purchaser or any other direct or indirect subsidiary of Purchaser Holdco after Closing, in either case, which (x) restricts the transfer, assignment, pledge, encumbrance, hypothecation, participation or disposition of the Purchaser Holdco Class A Units (or any direct or indirect interest therein) in any manner inconsistent with the provisions of the Purchaser Holdco Operating Agreement or more restrictive than the provisions set forth in the Assumed Debt as of the Effective Date, and/or (y) limits the exercise by any Class A Holder of any of its rights under the Purchaser Holdco Operating Agreement in any manner, in each case, shall be satisfactory to Sellers in their sole discretion. (f) There shall not be in effect any order or orders, whether temporary, preliminary or permanent, issued by any governmental authority restraining, enjoining, preventing or prohibiting the consummation of the transactions contemplated hereby. (g) Each of the organizational documents of the direct or indirect subsidiaries of Purchaser Holdco shall provide that such subsidiary shall not be permitted or authorized to take any action or refrain from taking any action (or to cause or permit any of its subsidiaries to take any action or refrain from taking any actions) which, whether with or without the giving of notice or the passage of time or both, could reasonably be expected to give rise to any liability or loss to Whitehall under any of the Whitehall Guarantees.

Seller’s Conditions. The Notwithstanding anything in this Agreement to the contrary, Seller’s obligation to sell the Assets will be subject to the satisfaction or waiver of Sellers the following conditions: a. receipt of the Purchase Price and any other amounts due to consummate the transaction contemplated hereunder at Seller pursuant to this Agreement and, in each case, paid in accordance with this Agreement on the Closing are conditioned upon Date; b. execution and delivery by Buyer of the satisfaction Conveyance Documents to which Buyer is a party and, in the event the MLCC has not approved the transfer of one or more of the Liquor Licenses at Closing, the IPA with respect to such Liquor Licenses; c. receipt of consent from the applicable Landlord to assignment of each of the following conditions (including the condition set forth in Section 8.3, the “Seller Closing Conditions”):Real Property Leases listed on Schedule 4.1(b); (a) Each of Purchaser’s representations d. execution and warranties contained herein being true and correct in all material respects as delivery of the Closing DateApplebee’s Development Agreement and Applebee’s Franchise Agreements by Buyer and Franchisor and Franchisor’s confirmation of receipt of all payments or deposits due thereunder; provided, however, that with respect to any breach Franchisor’s execution of the representations Applebee’s Development Agreement and warranties Applebee’s Franchise Agreements will only be a condition of Seller if the conditions to Franchisor’s consent set forth in Section 9.6 hereof, this Seller Closing Condition shall be deemed satisfied in 7.3 or the event that, notwithstanding such breach, Purchaser is consummating the Debt Assumption at Closing in accordance with the terms hereof or is closing on Replacement Debt concurrently with the Closing.Franchisor Consent Letter have not been satisfied; (b) As of the Closing Date, Purchaser e. Buyer shall have delivered the Purchase Price and shall have performed in all material respects all to Seller a certificate executed by a manager of its other respective obligations and covenants under this Agreement. (c) Purchaser shall have delivered (or caused to be delivered by Purchaser Parent, Purchaser REIT, the Indemnitors or its other affiliates, as applicable) each of Purchaser’s Closing deliveries under Section 4.3. (d) (i) Sellers shall have received at or prior to Closing satisfactory evidence that Purchaser has executed Replacement Franchise Agreements for all Hotel Assets with the existing franchisor as of the Effective Date, and (ii) Sellers shall have received at or prior to Closing reasonably satisfactory evidence that terminations of all of the Franchise Agreements were executed effective Buyer dated as of the Closing Date without any liquidated damages, termination fees, or similar payment (unless borne by Purchaser) and releasing Sellers and guarantors of Sellers’ obligations under the Franchise Agreements from liability and obligations thereunder to the extent customary for the applicable Franchisor in connection with terminations of its franchise agreements in connection with agreed replacement franchise agreements; provided, however, certifying that in the event that Purchaser Buyer has not executed a Replacement Franchise Agreement with the existing franchisor as of the Effective Date for any Hotel Asset, the Seller Closing Condition set forth in this Section 8.2.2(d) may be satisfied if Purchaser has either (x) executed a Replacement Franchise Agreement with a new franchisor in accordance with the terms of the Loan Agreement (or a valid waiver of the terms thereof by Lender), or, if Replacement Debt is being obtained in a manner that does not result in Purchaser’s inability to obtain the Replacement Debt, or (y) complied with all necessary requirements of the Loan Agreement and received the written consent of Lender to accept a conveyance of such Hotel Asset with no Replacement Franchise Agreement in place at Closing or, if Replacement Debt is being obtained, to accept a conveyance of such Hotel Asset with no Replacement Franchise Agreement, which does not result in Purchaser’s inability to obtain the Replacement Debt. In the event that Purchaser intends to accept the conveyance of any Hotel Asset with no Replacement Franchise Agreement under the foregoing clause (y), Sellers shall cooperate with Purchaser, at the sole cost and expense of Purchaser, to complete the de-identification of any such Hotel Asset in connection with the termination of the applicable Franchise Agreement, provided that Purchaser bears the full cost of such de-identification and any liquidated damages, termination fees, or similar payment required in connection with such de-identification, and Purchaser indemnifies and holds Seller harmless from any liability or obligation under any Franchise Agreement terminated pursuant to such clause (y). (e) The terms of each of (i) any new debt obtained performed and complied in all material respects with all of Buyer’s covenants and obligations under this Agreement which are to be performed or complied with by Purchaser Buyer prior to or any of its affiliates (other than on the Assumed Debt, but including any amendments to the Loan Documents or modifications to the Assumed Debt) that will encumber the Property or any direct or indirect ownership interest in Purchaser after Closing (other than direct or indirect interests in Purchaser Holdco) Date; and (ii) any other agreement that will all representations and warranties of Buyer in this Agreement shall be binding upon Purchaser or any other direct or indirect subsidiary of Purchaser Holdco after Closing, in either case, which (x) restricts the transfer, assignment, pledge, encumbrance, hypothecation, participation or disposition of the Purchaser Holdco Class A Units (or any direct or indirect interest therein) in any manner inconsistent with the provisions of the Purchaser Holdco Operating Agreement or more restrictive than the provisions set forth in the Assumed Debt true on and as of the Effective DateClosing Date in all material respects; f. no applicable law or injunction enacted, and/or (y) limits the exercise by any Class A Holder of any of its rights under the Purchaser Holdco Operating Agreement in any manner, in each case, shall be satisfactory to Sellers in their sole discretion. (f) There shall not be in effect any order entered or orders, whether temporary, preliminary or permanent, issued by any governmental authority restraining, enjoining, body or other legal restraint preventing or prohibiting the consummation of the transactions contemplated hereby.hereby shall be in effect; (g) Each g. receipt of copies of the organizational documents resolutions of the direct members of Buyer authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herein or indirect subsidiaries other proof of Purchaser Holdco shall provide that such subsidiary shall not be permitted or authorized authorization by Buyer reasonably acceptable to take any action or refrain from taking any action (or to cause or permit any of its subsidiaries to take any action or refrain from taking any actions) whichSeller, whether with or without the giving of notice or the passage of time or bothcertified, could reasonably be expected to give rise to any liability or loss to Whitehall under any in either case as of the Whitehall GuaranteesClosing Date by a manager of Buyer; h. Buyer shall have delivered to Seller such sales tax resale certificates as reasonably requested by Seller or its legal counsel in order to allow Seller to exempt from sales tax any Assets qualifying for a sales tax exemption under applicable law; and i. The MLCC shall have either (i) approved the transfer of the Liquor Licenses to Buyer at Closing or (ii) to the extent transfer of all the Liquor Licenses to Buyer has not been approved by the MLCC and the MLCC has not issued a Fundamental Issues Notice, issued a participation permit to Buyer allowing Buyer to sell alcoholic beverages at the Restaurants for which transfer of the Liquor Licenses has not been approved, subject to the terms of the IPA.

Seller’s Conditions. The Seller's obligation of Sellers to deliver title to the Property and to otherwise consummate the transaction transactions contemplated hereunder at the Closing are conditioned upon the satisfaction of each of hereby shall be subject to compliance by Purchaser with the following conditions (including the condition set forth in Section 8.3, the “Seller Closing Conditions”): (a) Each of Purchaser’s representations precedent on and warranties contained herein being true and correct in all material respects as of the Closing Date; provided: (i) Purchaser shall deliver to Escrow Agent, however, that with respect to any breach of the representations and warranties in Section 9.6 hereof, this Seller Closing Condition shall be deemed satisfied in the event that, notwithstanding such breach, Purchaser is consummating the Debt Assumption at Closing in accordance with Section 2(b)(iii) hereof, the terms balance of the Purchase Price due pursuant to Section 2(b) hereof or is closing on Replacement Debt concurrently with the Closingand such other amounts as are due Seller hereunder, subject to adjustment of such amount pursuant to Section 8 hereof. (bii) As Purchaser shall deliver to Seller (and to Escrow Agent, to the extent required pursuant to Section 2(f) hereof, with an original to Seller) on or before the Closing Date the following, each of which shall be in form and substance satisfactory to Seller ("PURCHASER'S CLOSING DOCUMENTS"): (1) a certificate of a duly authorized Secretary of Purchaser to the effect that the warranties and representations of Purchaser set forth in this Agreement are true and complete in all material respects on and as of the Closing Date; (2) duly executed and acknowledged counterparts of the Lease Assignment and the General Assignment; (3) a receipt for the security deposits transferred to Purchaser; (4) appropriate transfer tax returns of Purchaser, if applicable; (5) the Loan Documents, duly executed, and where appropriate, acknowledged by Purchaser shall have delivered and in appropriate form for recording; and (6) such additional documentation as reasonably necessary or desirable in connection with the Purchase Price and shall have performed in all material respects all of its other respective obligations and covenants under transactions contemplated by this Agreement. (ciii) The representations and warranties of Purchaser contained in this Agreement shall have delivered (or caused to be delivered by Purchaser Parent, Purchaser REIT, the Indemnitors or its other affiliates, as applicable) each of Purchaser’s Closing deliveries under Section 4.3. (d) (i) Sellers shall have received true and complete in all material respects at or prior to Closing satisfactory evidence that Purchaser has executed Replacement Franchise Agreements for all Hotel Assets with the existing franchisor as of the Effective Date, and (ii) Sellers shall have received at or prior to Closing reasonably satisfactory evidence that terminations of all of the Franchise Agreements were executed effective as of the Closing Date without any liquidated damages, termination fees, or similar payment (unless borne by Purchaser) as if such representations and releasing Sellers warranties were made at and guarantors of Sellers’ obligations under the Franchise Agreements from liability and obligations thereunder to the extent customary for the applicable Franchisor in connection with terminations of its franchise agreements in connection with agreed replacement franchise agreements; provided, however, that in the event that Purchaser has not executed a Replacement Franchise Agreement with the existing franchisor as of the Effective Date for any Hotel Asset, the Seller Closing Condition set forth in this Section 8.2.2(d) may be satisfied if Purchaser has either (x) executed a Replacement Franchise Agreement with a new franchisor in accordance with the terms of the Loan Agreement (or a valid waiver of the terms thereof by Lender), or, if Replacement Debt is being obtained in a manner that does not result in Purchaser’s inability to obtain the Replacement Debt, or (y) complied with all necessary requirements of the Loan Agreement and received the written consent of Lender to accept a conveyance of such Hotel Asset with no Replacement Franchise Agreement in place at Closing or, if Replacement Debt is being obtained, to accept a conveyance of such Hotel Asset with no Replacement Franchise Agreement, which does not result in Purchaser’s inability to obtain the Replacement Debt. In the event that Purchaser intends to accept the conveyance of any Hotel Asset with no Replacement Franchise Agreement under the foregoing clause (y), Sellers shall cooperate with Purchaser, at the sole cost and expense of Purchaser, to complete the de-identification of any such Hotel Asset in connection with the termination of the applicable Franchise Agreement, provided that Purchaser bears the full cost of such de-identification and any liquidated damages, termination fees, or similar payment required in connection with such de-identification, and Purchaser indemnifies and holds Seller harmless from any liability or obligation under any Franchise Agreement terminated pursuant to such clause (y)Date. (eiv) The terms Seller shall receive from the Title Company, a current ALTA mortgagee's form of each of (i) any new debt obtained by Purchaser title insurance policy, or any of its affiliates (other than an irrevocable and unconditional binder to issue the Assumed Debtsame, but including any amendments in an amount equal to the Loan Documents principal amount of the Note, dated, or modifications updated to, the Closing Date, insuring, or committing to insure, at its ordinary premium rates, that the Deed of Trust creates a first priority lien on the Property subject only to the Assumed Debt) that will encumber the Property or any direct or indirect ownership interest in Purchaser after Closing Permitted Title Exceptions (other than direct or indirect interests in Purchaser Holdco) and (ii) any other agreement that will be binding upon Purchaser or any other direct or indirect subsidiary of Purchaser Holdco after Closing, in either case, which (x) restricts the transfer, assignment, pledge, encumbrance, hypothecation, participation or disposition of the Purchaser Holdco Class A Units (or any direct or indirect interest therein) in any manner inconsistent with the provisions of the Purchaser Holdco Operating Agreement or more restrictive than the provisions set forth in the Assumed Debt as of the Effective Date, and/or (y) limits the exercise by any Class A Holder of any of its rights under the Purchaser Holdco Operating Agreement in any manner, in each case, shall be satisfactory to Sellers in their sole discretionhereinafter defined). (f) There shall not be in effect any order or orders, whether temporary, preliminary or permanent, issued by any governmental authority restraining, enjoining, preventing or prohibiting the consummation of the transactions contemplated hereby. (g) Each of the organizational documents of the direct or indirect subsidiaries of Purchaser Holdco shall provide that such subsidiary shall not be permitted or authorized to take any action or refrain from taking any action (or to cause or permit any of its subsidiaries to take any action or refrain from taking any actions) which, whether with or without the giving of notice or the passage of time or both, could reasonably be expected to give rise to any liability or loss to Whitehall under any of the Whitehall Guarantees.

Seller’s Conditions. The obligation obligations of Sellers Seller to consummate the transaction transactions contemplated hereunder hereby at Closing shall be subject to the Closing are conditioned upon the satisfaction satisfaction, at or prior to Closing, of each of all the following conditions (including the condition set forth conditions, any one or more of which may be waived, in Section 8.3whole or in part, the “Seller Closing Conditions”):by Seller: (a) Each Buyer shall have complied in all material respects with each of Purchaser’s its covenants and agreements contained herein to be performed on or prior to the Closing Date, and each of the representations and warranties contained herein being of Buyer in Section 7.2 hereof shall be true and correct in all material respects as if made at and as of the Closing Date; (b) Buyer shall have delivered to Seller the duly authorized and signed Officer's Certificate, dated as of the Closing Date, certifying as to the matters specified in Section 9.1(a) and further certifying that (i) the methodology and accounting procedures used by Seller in preparing the Preliminary Closing Statement have been reviewed and are acceptable to Buyer, and (ii) up to and including the Closing Date, Buyer has performed such review of the books, records, files, documentation and Accounts as it has deemed appropriate; (c) All consents, approvals and authorizations required to be obtained prior to Closing from governmental and regulatory authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby to be consummated at Closing shall have been made or obtained, and shall remain in full force and effect; all waiting periods applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated; and all required regulatory filings shall have been made; provided, however, that with respect no governmental or regulatory consent, approval or authorization shall have imposed any condition or requirement that Seller in good faith determines to any breach be materially burdensome upon the business of Seller or upon the consummation of the representations transactions contemplated hereby; and warranties in Section 9.6 hereof, this Seller Closing Condition shall be deemed satisfied in the event that, notwithstanding such breach, Purchaser is consummating the Debt Assumption at Closing in accordance with the terms hereof or is closing on Replacement Debt concurrently with the Closing. (b) As of the Closing Date, Purchaser shall have delivered the Purchase Price and shall have performed in all material respects all of its other respective obligations and covenants under this Agreement. (c) Purchaser shall have delivered (or caused to be delivered by Purchaser Parent, Purchaser REIT, the Indemnitors or its other affiliates, as applicable) each of Purchaser’s Closing deliveries under Section 4.3. (d) (i) Sellers shall have received at or prior to Closing satisfactory evidence that Purchaser has executed Replacement Franchise Agreements for all Hotel Assets with the existing franchisor as of the Effective Date, and (ii) Sellers shall have received at or prior to Closing reasonably satisfactory evidence that terminations of all of the Franchise Agreements were executed effective as of the Closing Date without any liquidated damages, termination fees, or similar payment (unless borne by Purchaser) and releasing Sellers and guarantors of Sellers’ obligations under the Franchise Agreements from liability and obligations thereunder to the extent customary for the applicable Franchisor in connection with terminations of its franchise agreements in connection with agreed replacement franchise agreements; provided, however, that in the event that Purchaser has not executed a Replacement Franchise Agreement with the existing franchisor as of the Effective Date for any Hotel Asset, the Seller Closing Condition set forth in this Section 8.2.2(d) may be satisfied if Purchaser has either (x) executed a Replacement Franchise Agreement with a new franchisor in accordance with the terms of the Loan Agreement (or a valid waiver of the terms thereof by Lender), or, if Replacement Debt is being obtained in a manner that does not result in Purchaser’s inability to obtain the Replacement Debt, or (y) complied with all necessary requirements of the Loan Agreement and received the written consent of Lender to accept a conveyance of such Hotel Asset with no Replacement Franchise Agreement in place at Closing or, if Replacement Debt is being obtained, to accept a conveyance of such Hotel Asset with no Replacement Franchise Agreement, which does not result in Purchaser’s inability to obtain the Replacement Debt. In the event that Purchaser intends to accept the conveyance of any Hotel Asset with no Replacement Franchise Agreement under the foregoing clause (y), Sellers shall cooperate with Purchaser, at the sole cost and expense of Purchaser, to complete the de-identification of any such Hotel Asset in connection with the termination of the applicable Franchise Agreement, provided that Purchaser bears the full cost of such de-identification and any liquidated damages, termination fees, or similar payment required in connection with such de-identification, and Purchaser indemnifies and holds Seller harmless from any liability or obligation under any Franchise Agreement terminated pursuant to such clause (y). (e) The terms of each of (i) any new debt obtained by Purchaser or any of its affiliates (other than the Assumed Debt, but including any amendments to the Loan Documents or modifications to the Assumed Debt) that will encumber the Property or any direct or indirect ownership interest in Purchaser after Closing (other than direct or indirect interests in Purchaser Holdco) and (ii) any other agreement that will be binding upon Purchaser or any other direct or indirect subsidiary of Purchaser Holdco after Closing, in either case, which (x) restricts the transfer, assignment, pledge, encumbrance, hypothecation, participation or disposition of the Purchaser Holdco Class A Units (or any direct or indirect interest therein) in any manner inconsistent with the provisions of the Purchaser Holdco Operating Agreement or more restrictive than the provisions set forth in the Assumed Debt as of the Effective Date, and/or (y) limits the exercise by any Class A Holder of any of its rights under the Purchaser Holdco Operating Agreement in any manner, in each case, shall be satisfactory to Sellers in their sole discretion. (f) There shall not be in effect any order nonappealable final order, decree or orders, whether temporary, preliminary judgment of any court or permanent, issued governmental body having competent jurisdiction which would be violated by any governmental authority restraining, enjoining, preventing or prohibiting the consummation of the transactions contemplated hereby, nor any material pending or threatened action, proceeding or investigation, the adverse determination of which would result in such order, decree or judgment; provided, that in the case of such material pending or threatened action, proceeding or investigation, neither party shall decline to proceed with Closing pending final resolution thereof without exercising its reasonable efforts promptly to determine jointly with the other party the merit thereof and the likelihood of an adverse determination in such proceeding. (g) Each of the organizational documents of the direct or indirect subsidiaries of Purchaser Holdco shall provide that such subsidiary shall not be permitted or authorized to take any action or refrain from taking any action (or to cause or permit any of its subsidiaries to take any action or refrain from taking any actions) which, whether with or without the giving of notice or the passage of time or both, could reasonably be expected to give rise to any liability or loss to Whitehall under any of the Whitehall Guarantees.

Seller’s Conditions. The obligation of Sellers the Seller to consummate the transaction contemplated close hereunder at the Closing are conditioned upon shall be subject to the satisfaction of each of the following conditions (including or the condition set forth in Section 8.3written waiver thereof by the Seller, failure of which shall enable the “Seller Closing Conditions”):to terminate this Agreement: (a) Each of Purchaser’s the agreements and covenants of the Buyer to be performed under this Agreement at or prior to the Closing shall have been duly performed in all material respects; (b) The representations and warranties contained herein being of the Buyer in this Agreement and in any schedule, instrument, list, certificate or writing delivered by the Buyer pursuant hereto shall be true and correct in all material respects as of the Closing Date; provided, however, that with respect to any breach of the representations when made and warranties in Section 9.6 hereof, this Seller Closing Condition shall be deemed satisfied in the event that, notwithstanding such breach, Purchaser is consummating the Debt Assumption true and correct at Closing in accordance with the terms hereof or is closing on Replacement Debt concurrently with the Closing. (b) As of the Closing Date, Purchaser shall have delivered the Purchase Price and shall have performed in all material respects all of its other respective obligations and covenants under this Agreement. (c) Purchaser shall have delivered (or caused to be delivered by Purchaser Parent, Purchaser REIT, the Indemnitors or its other affiliates, as applicable) each of Purchaser’s Closing deliveries under Section 4.3. (d) (i) Sellers shall have received at or prior to Closing satisfactory evidence that Purchaser has executed Replacement Franchise Agreements for all Hotel Assets with the existing franchisor as of the Effective Date, and (ii) Sellers shall have received at or prior to Closing reasonably satisfactory evidence that terminations of all of the Franchise Agreements were executed effective as of the Closing Date without with the same force and effect as though such representations and warranties had been made on the Closing Date and the Seller shall have received a certificate to that effect dated the Closing Date and executed by an officer of the Buyer; (c) The Buyer shall have furnished the Seller with an opinion dated the Closing Date of Xxxxxxxx X. Xxxxx, counsel for the Buyer in form and substance satisfactory to the Seller covering the following matters, provided that with respect to factual matters, counsel may rely upon the representations and certificates of the Buyer and upon public officials: (i) The Buyer is a corporation duly organized, validly existing and in good standing under the corporation and franchise tax laws of the State of Florida and has the requisite corporate power and authority to carry in its business as now conducted; (ii) All corporate proceedings required by law to be taken by the Buyer to authorize and approve this Agreement and the execution, delivery and performance of this Agreement have been duly and validly taken and the Buyer has the full right, power and authority to enter into this Agreement and to carry out the terms hereof; (iii) The Agreement has been duly executed and delivered by the Buyer and constitutes the valid and binding obligation of the Buyer in accordance with its terms, and the execution of this Agreement and the performance of the covenants and agreements herein contained and the transactions contemplated hereby do not and will not result in the breach or violation of any liquidated damagesof the terms, termination feescovenants and provisions of, or similar payment (unless borne by Purchaser) and releasing Sellers and guarantors default under, or in either the acceleration of Sellers’ obligations under any debt or liability or the Franchise Agreements from liability and obligations thereunder creation of any Lien or Encumbrance upon any of the Techdyne Common Stock to be issued to the extent customary for Seller, or pursuant to its certificate of incorporation or by-laws or any judgment, statute, rule or regulation or, to the applicable Franchisor in connection with terminations knowledge of its franchise agreements in connection with agreed replacement franchise agreements; providedsuch counsel, howeverany agreement or other instrument or restriction of any kind to which the Buyer is a party or may be bound, that nor does any provision of any of the foregoing instruments give any party any right to cancel or terminate any such instrument, or prevent the Buyer from purchasing the Shares in the event that Purchaser has not executed a Replacement Franchise Agreement with the existing franchisor as of the Effective Date for any Hotel Asset, the Seller Closing Condition set forth in this Section 8.2.2(d) may be satisfied if Purchaser has either (x) executed a Replacement Franchise Agreement with a new franchisor manner contemplated by and in accordance with the terms of this Agreement; and (iv) To the Loan Agreement (best knowledge of such counsel there are no claims, actions, suits or proceedings, pending or threatened against the Buyer nor is the Buyer a valid waiver party to or subject to any order, judgment, decree, agreement, stipulation or consent of or with any court or administrative agency, nor, to the best knowledge of counsel is any investigation pending or threatened against the Buyer that would materially adversely affect the consummation of the terms thereof by Lender), or, if Replacement Debt is being obtained in a manner that does not result in Purchaser’s inability to obtain the Replacement Debt, or (y) complied with all necessary requirements acquisition of the Loan Agreement and received Shares by the written consent of Lender to accept a conveyance of such Hotel Asset with no Replacement Franchise Agreement in place at Closing or, if Replacement Debt is being obtained, to accept a conveyance of such Hotel Asset with no Replacement Franchise Agreement, which does not result in Purchaser’s inability to obtain the Replacement Debt. In the event that Purchaser intends to accept the conveyance of Buyer or any Hotel Asset with no Replacement Franchise Agreement under the foregoing clause (y), Sellers shall cooperate with Purchaser, at the sole cost and expense of Purchaser, to complete the de-identification of any such Hotel Asset in connection with the termination of the applicable Franchise Agreement, provided that Purchaser bears the full cost of such de-identification and any liquidated damages, termination fees, or similar payment required in connection with such de-identification, and Purchaser indemnifies and holds Seller harmless from any liability or obligation under any Franchise Agreement terminated pursuant to such clause (y)transactions contemplated herein. (ed) The terms of each of (i) any new debt obtained by Purchaser or any of its affiliates (other than Buyer shall have furnished the Assumed Debt, but including any amendments to Seller and the Loan Documents or modifications to Company at the Assumed Debt) that will encumber Closing with the Property or any direct or indirect ownership interest in Purchaser after Closing (other than direct or indirect interests in Purchaser Holdcoconsideration as per Section 1.2(i) and (ii), except for the Buyer's Guarantee required by Section 1.2 (iii) any other agreement that will and the Incentive Consideration as per Section 1.2(iv) which shall be binding upon Purchaser or any other direct or indirect subsidiary of Purchaser Holdco after Closingpaid, in either caseif applicable, which (x) restricts at such time and pursuant to the transfer, assignment, pledge, encumbrance, hypothecation, participation or disposition of the Purchaser Holdco Class A Units (or any direct or indirect interest therein) in any manner inconsistent with the provisions of the Purchaser Holdco Operating Agreement or more restrictive than the provisions conditions as set forth in the Assumed Debt as of the Effective Date, and/or (y) limits the exercise by any Class A Holder of any of its rights under the Purchaser Holdco Operating Agreement in any manner, in each case, shall be satisfactory to Sellers in their sole discretiontherein. (f) There shall not be in effect any order or orders, whether temporary, preliminary or permanent, issued by any governmental authority restraining, enjoining, preventing or prohibiting the consummation of the transactions contemplated hereby. (g) Each of the organizational documents of the direct or indirect subsidiaries of Purchaser Holdco shall provide that such subsidiary shall not be permitted or authorized to take any action or refrain from taking any action (or to cause or permit any of its subsidiaries to take any action or refrain from taking any actions) which, whether with or without the giving of notice or the passage of time or both, could reasonably be expected to give rise to any liability or loss to Whitehall under any of the Whitehall Guarantees.

Seller’s Conditions. The Seller's obligation of Sellers to consummate the transaction contemplated hereunder at sell the Closing are Shares to Buyer is expressly conditioned (unless waived by Seller in writing) upon the satisfaction of each of the following conditions (including the condition set forth in Section 8.3, the “Seller Closing Conditions”):conditions: (a) Each The (I) payment of Purchaser’s the Purchase Price (less the Deposit (with interest accrued thereon, if any)) by wire transfer from Buyer and (II) the receipt of the Deposit (with interest accrued thereon, if any) from the Escrow Agent; (b) The receipt of copies (certified by the secretary of Buyer) of the resolutions of Buyer's board or other documentation authorizing the execution, delivery and performance of this Agreement and the transactions and documents contemplated herein; (c) The entry by the Bankruptcy Court of the Procedures Order, the Sale Order and the Confirmation Order; (d) Buyer's representations and warranties contained herein being in Section 7 below, taken as a whole, shall be true and correct in all material respects on the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement), which shall be certified by an officer of Buyer as of the Closing Date; providedClosing, however, provided that with respect to any breach for purposes of the determining whether such representations and warranties are true and correct in all material respects, all "materiality" and "in all material respects" qualifications contained in such representations and warranties set forth in Section 9.6 hereof, this Seller Closing Condition 7 shall be deemed satisfied in the event that, notwithstanding such breach, Purchaser is consummating the Debt Assumption at Closing in accordance with the terms hereof or is closing on Replacement Debt concurrently with the Closing.disregarded; (be) As of the Closing Date, Purchaser shall have delivered the Purchase Price and Buyer shall have performed and complied in all material respects with all of its other respective obligations and covenants required to be performed and observed by Buyer under this Agreement. (c) Purchaser shall have delivered (or caused to be delivered by Purchaser Parent, Purchaser REIT, the Indemnitors or its other affiliates, as applicable) each of Purchaser’s Closing deliveries under Section 4.3. (d) (i) Sellers shall have received at or Agreement prior to Closing satisfactory evidence that Purchaser has executed Replacement Franchise Agreements for all Hotel Assets with the existing franchisor or as of the Effective DateClosing, and (ii) Sellers which shall have received at or prior to Closing reasonably satisfactory evidence that terminations be certified by an officer of all of the Franchise Agreements were executed effective Buyer as of the Closing Date without any liquidated damages, termination fees, or similar payment (unless borne by Purchaser) and releasing Sellers and guarantors of Sellers’ obligations under the Franchise Agreements from liability and obligations thereunder to the extent customary for the applicable Franchisor in connection with terminations of its franchise agreements in connection with agreed replacement franchise agreements; provided, however, that in the event that Purchaser has not executed a Replacement Franchise Agreement with the existing franchisor as of the Effective Date for any Hotel Asset, the Seller Closing Condition set forth in this Section 8.2.2(d) may be satisfied if Purchaser has either (x) executed a Replacement Franchise Agreement with a new franchisor in accordance with the terms of the Loan Agreement (or a valid waiver of the terms thereof by Lender), or, if Replacement Debt is being obtained in a manner that does not result in Purchaser’s inability to obtain the Replacement Debt, or (y) complied with all necessary requirements of the Loan Agreement and received the written consent of Lender to accept a conveyance of such Hotel Asset with no Replacement Franchise Agreement in place at Closing or, if Replacement Debt is being obtained, to accept a conveyance of such Hotel Asset with no Replacement Franchise Agreement, which does not result in Purchaser’s inability to obtain the Replacement Debt. In the event that Purchaser intends to accept the conveyance of any Hotel Asset with no Replacement Franchise Agreement under the foregoing clause (y), Sellers shall cooperate with Purchaser, at the sole cost and expense of Purchaser, to complete the de-identification of any such Hotel Asset in connection with the termination of the applicable Franchise Agreement, provided that Purchaser bears the full cost of such de-identification and any liquidated damages, termination fees, or similar payment required in connection with such de-identification, and Purchaser indemnifies and holds Seller harmless from any liability or obligation under any Franchise Agreement terminated pursuant to such clause (y). (e) The terms of each of (i) any new debt obtained by Purchaser or any of its affiliates (other than the Assumed Debt, but including any amendments to the Loan Documents or modifications to the Assumed Debt) that will encumber the Property or any direct or indirect ownership interest in Purchaser after Closing (other than direct or indirect interests in Purchaser Holdco) and (ii) any other agreement that will be binding upon Purchaser or any other direct or indirect subsidiary of Purchaser Holdco after Closing, in either case, which (x) restricts the transfer, assignment, pledge, encumbrance, hypothecation, participation or disposition of the Purchaser Holdco Class A Units (or any direct or indirect interest therein) in any manner inconsistent with the provisions of the Purchaser Holdco Operating Agreement or more restrictive than the provisions set forth in the Assumed Debt as of the Effective Date, and/or (y) limits the exercise by any Class A Holder of any of its rights under the Purchaser Holdco Operating Agreement in any manner, in each case, shall be satisfactory to Sellers in their sole discretion.closing; (f) There The MGC Approval shall not be in effect any order or orders, whether temporary, preliminary or permanent, issued by any governmental authority restraining, enjoining, preventing or prohibiting the consummation of the transactions contemplated hereby.have been obtained; and (g) Each All necessary filings shall have been completed, waiting periods observed and governmental approvals obtained for the sale of the organizational documents Closing Shares as determined to the reasonable satisfaction of Seller, including the direct or indirect subsidiaries of Purchaser Holdco shall provide that such subsidiary shall not be permitted or authorized to take any action or refrain from taking any action (or to cause or permit any of its subsidiaries to take any action or refrain from taking any actions) which, whether with or without the giving of notice or the passage of time or both, could reasonably be expected to give rise to any liability or loss to Whitehall under any of the Whitehall GuaranteesHSR Act.