Common use of Deferred Closings Clause in Contracts

Deferred Closings. If pursuant to Section 6.20(c), Article XII or Section 13.2, the closing date is deferred with respect to an Acquired Property, then such Acquired Property shall be deemed a “Deferred Property” and collectively with all other deferred Acquired Properties the “Deferred Properties.” This Agreement shall be deemed amended, without any further action on any parties’ part, as follows with respect to the Deferred Properties: (a) Following the Closing, the Allocated Deposit for each Deferred Property shall be held by the Escrow Agent under the Indemnification Escrow Agreement subject to the terms of this Agreement. The “Allocated Deposit” shall for each Deferred Property be the amount equal to the Deposit multiplied by the fraction of (x) the Allocated Asset Value of such Deferred Property over (y) the Initial Purchase Price. (b) At the Closing, Escrow Agent shall retain a portion of the Closing Cash Consideration equal to the Allocated Asset Value of the Deferred Property to be held under the Indemnification Escrow Agreement and applied towards the purchase of the applicable Deferred Property at the Deferred Closing, less the Allocated Deposit, subject to the terms of this Agreement (the “Escrowed Deferred Consideration”). (c) Subject to Section 6.20(c) and Article XII, Seller and Buyer shall set a new closing date with respect to any Deferred Property (the “Deferred Closing Date”). (d) Each such Deferred Property shall continue to be subject to all of the terms and conditions of this Agreement as if it were an Acquired Property, and all obligations and rights of Seller or any Subsidiary and Buyer with respect to the Deferred Property shall continue under this Agreement, mutatis, mutandis, except that (i) the Closing Cash Consideration for such Deferred Property shall be the Allocated Asset Value of such Deferred Property as adjusted by the amount of Prorated Items as of the Deferred Closing Date allocable to the Seller or as otherwise adjusted pursuant to the terms of this Agreement (the “Deferred Closing Cash Consideration”), (ii) the Closing Date shall be the Deferred Closing Date and (iii) the liquidated damages pursuant to Section 10.2(b) shall be the Allocated Deposit.

Deferred Closings. If a Property is an Excluded Property pursuant to Section 6.20(c)6(a) of the Agreement, Article XII or then the Closing(s) for any such Excluded Property (each a “Deferred Closing”) shall be deferred until the date that is fifteen (15) days following Purchaser’s notice to Seller that the conditions set forth in Section 13.2, the closing date is deferred 11(a) have been satisfied with respect to an Acquired Property, then such Acquired Property shall be deemed a “Deferred Property” and collectively with all other deferred Acquired Properties the “Deferred Properties.” This Agreement shall be deemed amended, without any further action on any parties’ part, as follows with respect to the Deferred Properties: (a) Following the Closing, the Allocated Deposit for each Deferred Property shall be held by the Escrow Agent under the Indemnification Escrow Agreement subject to the terms of this Agreement. The “Allocated Deposit” shall for each Deferred Property be the amount equal to the Deposit multiplied by the fraction of (x) the Allocated Asset Value of such Deferred Property over (y) the Initial Purchase Price. (b) At the Closing, Escrow Agent shall retain a portion of the Closing Cash Consideration equal to the Allocated Asset Value of the Deferred Property to be held under the Indemnification Escrow Agreement and applied towards the purchase of the applicable Deferred Property at the Deferred Closing, less the Allocated Deposit, subject to the terms of this Agreement (the “Escrowed Deferred Consideration”). (c) Subject to Section 6.20(c) and Article XII, Seller and Buyer shall set a new closing date with respect to any Deferred Excluded Property (the each a “Deferred Closing Date”). . The amount of the Purchase Price payable at Closing of the Property (dother than an Excluded Property) Each shall be reduced by the Allocated Purchase Price of the Excluded Property (or Excluded Properties). As to any Excluded Property, the terms, conditions and covenants of the Agreement shall remain in full force and effect as to the Deferred Closing and Deferred Closing Date for such Deferred Excluded Property and Seller and Purchaser shall use commercially reasonable efforts to satisfy such conditions. If the conditions to Closing with respect to any Excluded Property are not satisfied by August 1, 2007, and Seller and Purchaser are using commercially reasonable efforts to satisfy such conditions, then absent an agreement by the parties to the contrary, any and all of each party’s rights, liabilities, obligations, representations and warranties with respect to such Excluded Property shall continue be void and of no further force and effect and Purchaser shall be entitled to be subject a refund of the Excluded Property Deposit with respect to such Excluded Property; provided, however, such rights, liabilities, and obligations, together with all of the terms of the Agreement, shall remain in full force and conditions of this Agreement as if it were an Acquired Property, and all obligations and rights of Seller or any Subsidiary and Buyer effect with respect to the Deferred Property shall continue under this Agreement, mutatis, mutandis, except that (i) the Closing Cash Consideration for such Deferred Property shall be the Allocated Asset Value of such Deferred Property as adjusted by the amount of Prorated Items as of the Deferred Closing Date allocable to the Seller or as otherwise adjusted pursuant to the terms of this Agreement (the “Deferred Closing Cash Consideration”), (ii) the Closing Date shall be the Deferred Closing Date and (iii) the liquidated damages pursuant to Section 10.2(b) shall be the Allocated Depositall Properties being conveyed.

Deferred Closings. If the Closing occurs, in the event that a consent of a third party lender is required for Purchaser to assume an Assumed Loan pursuant to Section 6.20(chereto and such consent has not been obtained by the Closing (a "Deferral Event"), Article XII then (1) at the Closing, such Assumed Loan shall not be assumed, and the Portfolio Property securing such Assumed Loan and any Homes located on such Portfolio Property and any Notes related thereto shall not be acquired, by Purchaser from Seller (or Section 13.2its Subsidiaries), the closing date is deferred with respect to an Acquired Property, then such Acquired Property shall be deemed a “Deferred Property” and collectively with all other deferred Acquired Properties the “Deferred Properties.” This Agreement shall be deemed amended, without any further action on any parties’ part, as follows with respect to the Deferred Properties: (a2) Following at the Closing, the Allocated Deposit for each Deferred Property Purchase Price Balance shall be held adjusted accordingly to reflect clause (1) by (x) subtracting from the Escrow Agent under the Indemnification Escrow Agreement subject to the terms of this Agreement. The “Allocated Deposit” shall for each Deferred Property be the Purchase Price Balance an aggregate amount equal to the Deposit multiplied by the fraction sum of (xi) the Allocated Asset Value gross value allocated to such Portfolio Property on Section 1.10 of the Seller Disclosure Letter, plus (ii) the Homes Amount with respect to such Deferred Property over Homes, plus (iii) the Notes Amount with respect to such Notes and (y) deeming the Initial Purchase Price. (b) At the Closing, Escrow Agent shall retain a portion Loan Amount as of the Closing Cash Consideration equal Date with respect to the Allocated Asset Value of the Deferred Property such Assumed Loan to be held under the Indemnification Escrow Agreement and applied towards the purchase of the applicable Deferred Property at the Deferred Closingzero, less the Allocated Deposit, subject to the terms of this Agreement (the “Escrowed Deferred Consideration”). (c3) Subject to Section 6.20(c) and Article XII, Seller and Buyer Purchaser shall set a new closing date not assume any Assumed Liabilities with respect to any Deferred such Portfolio Property and (4) the “Deferred parties shall at Purchaser's cost and expense use reasonable best efforts to obtain such consent as promptly as practicable. On the first business date after such consent is obtained (such date, a "Deferral Closing Date”") (A) such Assumed Loan shall be assumed, and the Portfolio Property relating to such Assumed Loan and such Homes and Notes shall be acquired, by Purchaser from Seller (or its Subsidiaries). , (dB) Each Purchaser shall deliver to Seller by wire transfer to the bank account or bank accounts per the wire transfer instructions on Section 1.3(b) of the Seller Disclosure Letter, immediately available funds in an aggregate amount equal to the sum of (i) the gross value allocated to such Deferred Portfolio Property shall continue on Section 1.10 of the Seller Disclosure Letter, plus (ii) the Homes Amount with respect to be such Homes, plus (iii) the Notes Amount with respect to such Notes, as of such Deferral Closing Date, minus (iv) the Loan Amount with respect to such Assumed Loan, subject to all adjustment to account for the items of income and expense referred to in Section 1.9 prorated (as applicable) on a per diem basis as if Seller owned the applicable Portfolio Properties and Homes and Notes and Assumed Loans for the entire date on the Deferral Closing Date (with the terms of such Section 1.9 applying hereto mutatis mutandis) (C) Purchaser shall assume any Assumed Liabilities with respect to any such Portfolio Property and (D) the parties hereto shall comply with the terms and conditions of this Agreement as if it were an Acquired and close the assignment to and assumption by Purchaser of such Assumed Loan and sale to and acquisition by Purchaser of such related Portfolio Property, Homes and all obligations and rights of Seller Notes (a "Deferral Closing") on such Deferral Closing Date; provided, however, that if, by or any Subsidiary and Buyer with respect to on the Deferred Property shall continue under this Agreement, mutatis, mutandis, except date that is ninety days (ithe "Decision Date") after the Closing Cash Consideration for Date any such Deferred Property shall be consent has not been obtained, then Purchaser must elect either (1) to assume all Assumed Loans and Assumed Liabilities not yet assumed and acquire all related Portfolio Properties and Homes and Notes and to otherwise comply with the Allocated Asset Value provisions of such Deferred Property as adjusted by the amount of Prorated Items clauses (A), (B), (C) and (D) immediately above effective as of the Deferred Closing Decision Date allocable or (2) to not so assume (and relinquish any further rights to) such Assumed Loans and Assumed Liabilities related thereto and not so acquire (and relinquish any further rights to) such related Portfolio Properties and Homes and Notes and instead to deliver, and Purchaser shall deliver on the Decision Date, to Seller by wire transfer to the bank account or bank accounts per the wire transfer instructions on Section 1.3(b) of the Seller or as otherwise adjusted pursuant Disclosure Letter, immediately available funds in an aggregate amount equal to the terms product of this Agreement (the “Deferred Closing Cash Consideration”), x) $200,000 multiplied by (iiy) the Closing Date shall be number of Portfolio Properties not so acquired by Purchaser as of the Deferred Closing Date and (iii) the liquidated damages pursuant to Section 10.2(b) shall be the Allocated DepositDecision Date.

Deferred Closings. If pursuant (a) If, as of the Closing Date, (i) there is an applicable Law then in effect or a Governmental Entity shall have issued or entered an Order that is then in effect, either or both of which has the effect of restraining, enjoining, or making illegal the Purchase Transaction or otherwise prohibiting the consummation of the purchase by Growth Partners of a Purchased Asset, (ii) any material Permit or Gaming License that is required to Section 6.20(c), Article XII consummate the purchase by Growth Partners of a Purchased Asset or Section 13.2, the closing date is deferred contribution to Growth Partners of a Contributed Asset shall not have been obtained or (iii) any consent listed on Schedule 10.3(d) shall not have been obtained with respect to an Acquired Propertya Purchased Asset specified therein, then the closing of the transactions contemplated hereby (the “Deferred Closing”) with respect to such Acquired Property shall be deemed Purchased Asset (each, a “Deferred Property” and collectively with all other Asset”) shall be deferred Acquired Properties until (but shall occur on) the third (3rd) Business Day (a “Deferred Properties.” This Agreement shall Closing Date”) following the satisfaction or waiver (other than those conditions that by their nature can only be deemed amendedsatisfied or waived at the Closing, without any further action on any parties’ part, as follows but subject to the satisfaction or waiver of those conditions) of the conditions described in Section 10.4 with respect to the Deferred Properties: (a) Following the Closing, the Allocated Deposit for each Deferred Property shall be held by the Escrow Agent under the Indemnification Escrow Agreement subject to the terms of this Agreement. The “Allocated Deposit” shall for each Deferred Property be the amount equal to the Deposit multiplied by the fraction of (x) the Allocated Asset Value of such Deferred Property over (y) the Initial Purchase PriceAsset. (b) At Until the ClosingDeferred Closing Outside Date (as defined below), Escrow Agent shall retain the respective Seller and Growth Partners shall, to the extent consistent with any applicable legal or fiduciary obligation under applicable Law (including, for the avoidance of doubt, any Gaming Laws and Gaming Licenses), take all actions as are necessary such that Growth Partners will, in compliance with applicable Law, obtain the benefits and assume the obligations and bear the economic burdens associated with owning and operating a portion of Deferred Asset for the period between the Closing Cash Consideration equal and the Deferred Closing with respect to such Deferred Asset, subject, in each case, to the Allocated Asset Value actual occurrence, if at all, of the Deferred Property Closing with respect to such Deferred Asset. Notwithstanding the foregoing, during the period beginning on the Closing Date and ending on the earlier of the Deferred Closing Date and the Deferred Closing Outside Date, except as Growth Partners may consent in writing, the respective Seller shall conduct the operations of the Deferred Asset in the ordinary course consistent with past practice; provided that the respective Seller shall not, and shall not permit the Deferred Asset to: (i) except in the ordinary course of business, incur or assume any liabilities, obligations or indebtedness for borrowed money; (ii) make or pay any dividend or distribution, whether of cash or other assets on a non pro rata basis (such dividends or distributions to be held under the Indemnification Escrow Agreement and applied towards the purchase of paid to Growth Partners upon the applicable Deferred Property at Closing Date); or (iii) sell, lease, license or otherwise dispose of any asset of the Deferred Closing, less Asset to any Person except for sales of inventory or product in the Allocated Deposit, subject to the terms ordinary course of this Agreement (the “Escrowed Deferred Consideration”)business. (c) Subject At each Deferred Closing, if any, Growth Partners and the respective Seller shall execute and deliver joint written instructions to Section 6.20(cthe Settlement Agent instructing the Settlement Agent to release from the Escrow Account to the Settlement Agent, on behalf of and in its capacity as agent for the respective Seller, by wire transfer to an account or accounts designated by the respective Seller (or by such designee), the portion of the Holdback Amount attributed to such Deferred Asset (as set forth in Annex B hereto). As promptly as practicable following the first (1st) and Article XIIanniversary of the date of this Agreement (as may be extended pursuant to the following proviso, Seller and Buyer shall set a new closing date with respect to any Deferred Property (the “Deferred Closing Outside Date”), Growth Partners and CEC shall execute and deliver joint written instructions to the Settlement Agent instructing the Settlement Agent to release any remaining Holdback Amount then held in the Escrow Account (or right or claim thereto) to Growth Partners, and the Purchase Price shall be adjusted downward to reflect any such relinquishment to Growth Partners (and the respective Seller shall have no further obligation to transfer any remaining Deferred Assets to Growth Partners); provided, however, that, as long as the respective Sellers are using their reasonable efforts to secure all requisite approvals, such Deferred Closing Outside Date shall be extended to the earlier of (i) the third (3rd) Business Day after the date on which all approvals from a Governmental Entity required to complete the applicable Deferred Closings are received and (ii) the third (3rd) anniversary of the date of this Agreement. (d) Each such At each Deferred Property Closing, if any, (i) CAC and Growth Partners shall continue deliver to the relevant Seller any of the documents or other deliverables required to be subject delivered pursuant to all of Section 10.2 to the terms and conditions of this Agreement as if it were an Acquired Property, and all obligations and rights of Seller or any Subsidiary and Buyer with respect extent related to the Deferred Property shall continue under this Agreement, mutatis, mutandis, except that (i) the Closing Cash Consideration for such Deferred Property shall be the Allocated Asset Value of such Deferred Property as adjusted by the amount of Prorated Items as of the Deferred Closing Date allocable and not previously delivered to the relevant Seller or as otherwise adjusted pursuant to at the terms of this Agreement (the “Deferred Closing Cash Consideration”)Closing, and (ii) the relevant Seller shall deliver to CAC and Growth Partners any of the documents or other deliverables required to be delivered pursuant to Section 10.3, to the extent related to the Deferred Asset and not previously delivered to CAC and/or Growth Partners at the Closing, provided that in the case of any Deferred Closing Date occurring more than thirty (30) days after the Closing Date, the relevant Seller shall be deliver the certificate described in Section 10.3(f)(v) at such Deferred Closing (even if such Seller previously delivered such a certificate at the Closing). (e) In respect of each Deferred Asset, the respective Seller and Growth Partners shall continue to comply through the applicable Deferred Closing Date (or Deferred Closing Outside Date) with all covenants and agreements contained in this Agreement that are required by their terms to be performed prior to the Closing, including the covenants of the Parties contained in Article IX. (iiif) For the liquidated damages pursuant avoidance of doubt, a Deferred Closing may apply to Section 10.2(ba Bifurcated Closing. (g) Unless otherwise required by applicable Law, for U.S. federal and applicable state income tax purposes, the Parties shall be treat each Deferred Asset as having been transferred to Growth Partners on the Allocated DepositClosing Date.

Deferred Closings. If pursuant to (a) In the event that a closing condition under Section 6.20(c), Article XII or Section 13.2, the closing date 7.1 is deferred not satisfied (an “Unsatisfied Closing Condition”) with respect to an Acquired Propertyone or more of the Properties, then subject to Section 7.2(g), and in addition to any other right Purchaser has under this Agreement, Purchaser shall have the right to (i) defer the closing on such Acquired Property shall be deemed (a “"Deferred Property” ") until such condition is satisfied or waived by Purchaser in accordance with this Section 8.6 and collectively with all other deferred Acquired Properties complete the “Deferred Properties.” This Agreement shall be deemed amended, without any further action on any parties’ part, as follows Closing with respect to the remaining Properties and (ii) terminate the Agreement with respect to any such Deferred Property on the Outside Closing Date if the Unsatisfied Closing Condition remains unsatisfied (or has not been waived by Purchaser) and complete the Closing with respect to the remaining Properties:. For the avoidance of doubt in the event that an Unsatisfied Closing Condition exists with respect to any Property that is subject to an Existing Real Property Loan with other Properties, then the Unsatisfied Closing Condition shall be deemed to apply to all of the Properties subject to such Existing Real Property Loan. (ab) Following the Closing, the Allocated Deposit for each The Closing on any Deferred Property shall be held by occur on the Escrow Agent under third Business Day following the Indemnification Escrow Agreement satisfaction of all closing conditions with respect to such Deferred Property (including the Unsatisfied Closing Condition) in accordance with, and subject to the terms and conditions of, this Agreement. At each Closing with respect to a Deferred Property, (i) Purchaser shall pay to Stayton, an amount equal to the Allocated Cash/Equity Portion of the Purchase Price applicable to such Deferred Property in accordance with Section 2.5(c)(ii), as adjusted pursuant to the terms of this Agreement. The “Allocated Deposit” shall for each Deferred Property be , (ii) assume the amount equal Assumed Loans related to the Deposit multiplied by the fraction of (x) the Allocated Asset Value of such Deferred Property over and (yiii) the Initial Purchase Price. (b) At the Closingeach of Purchaser and Stayton shall perform their other obligations, Escrow Agent shall retain a portion of the Closing Cash Consideration equal and deliver such documents with respect to the Allocated Asset Value of the such Deferred Property Property, as are required to be held under the Indemnification Escrow Agreement performed and applied towards the purchase of the applicable Deferred Property at the Deferred Closing, less the Allocated Deposit, subject delivered pursuant to the terms of this Agreement (the “Escrowed Deferred Consideration”)Agreement. (c) Subject If any Unsatisfied Closing Condition has not been satisfied on or prior to the Outside Closing Date, Purchaser, in its sole discretion may either (i) waive the Unsatisfied Closing Condition and proceed with the Closing on such Deferred Property or (ii) terminate this Agreement with respect to such Deferred Property and (A) such Deferred Property shall be deemed excluded from the transactions contemplated under this Agreement, (B) the aggregate Cash/Equity Portion of the Purchase Price shall be reduced by the Allocated Cash/Equity Portion of the Purchase Price applicable to such excluded Deferred Property, (C) Purchaser shall not assume the Existing Loans related to such excluded Deferred Property and (D) the balance of the Deposit shall be returned to Purchaser within three (3) Business Days of notice thereof. (d) In the event that Purchaser elects to waive the closing condition in Section 6.20(c7.1(l) and Article XII, Seller and Buyer shall set a new closing date with respect to any Deferred Property (a "Deferred Property (Licensing)") and proceed with the “Deferred Closing Date”). (d) Each on such Deferred Property shall (Licensing), Stayton shall, at Purchaser's request, continue to be subject to all of the terms operate and conditions of this Agreement as if it were an Acquired Property, and all obligations and rights of Seller or any Subsidiary and Buyer with respect to manage the Deferred Property shall continue (Licensing) on Purchaser's behalf pursuant to a lease agreement reasonably acceptable to Stayton and Purchaser, until such time as Purchaser or Purchaser's Manager obtains all necessary Licensing Approvals (with rent under this Agreement, mutatis, mutandis, except that (i) such lease being equal to the Closing Cash Consideration for such Deferred Property shall be the Allocated Asset Value net profits of such Deferred Property as adjusted by (Licensing) after the payment to the Stayton or its Affiliate of a management fee in an amount of Prorated Items as equal to 6% of the gross revenues collected at such Deferred Closing Date allocable to the Seller or as otherwise adjusted pursuant to the terms of this Agreement Property (the “Deferred Closing Cash Consideration”Licensing), (ii) the Closing Date shall be the Deferred Closing Date and (iii) the liquidated damages pursuant to Section 10.2(b) shall be the Allocated Deposit).

Deferred Closings. If pursuant (a) Subject to the second proviso set forth in Section 6.20(c)2.5, Article XII or Section 13.2if, at any time and from time to time, all of the closing date is deferred conditions to a Closing with respect to an Acquired Propertya Target Business Segment specified in Article VI other than Section 6.1(a) are satisfied or have been waived (other than those which, by their nature, are to be satisfied at the Closing) and at such time Section 6.1(a) has not been satisfied solely as a result of the absence of Required Governmental Approvals relating to one or more Target Companies (each such Target Company, a “Non-Approved Company”) in such Target Business Segment that together with any other Non-Approved Companies and any Sibling Target Companies constitute De Minimis Target Companies (“Deferred Target Companies”), then (subject to the remaining provisions of this Section 2.9), an initial Closing shall occur with respect to all Target Companies in such Acquired Property shall be deemed Target Business Segment for which Section 6.1(a) has been satisfied (assuming at such time that all other conditions to Closing specified in Article VI in fact are satisfied or waived). The closing of the transactions contemplated hereby (a “Deferred Property” and collectively with all other deferred Acquired Properties the “Deferred Properties.” This Agreement shall be deemed amended, without any further action on any parties’ part, as follows Closing”) with respect to the Deferred Properties: (a) Following the Closing, the Allocated Deposit for each Deferred Property Target Company shall be held by deferred until the Escrow Agent under first Specified Closing Date on which all of the Indemnification Escrow Agreement subject conditions described in Section 2.9(c) and Section 2.9(d) are satisfied or waived (a “Deferred Closing Date”) with respect to the terms of this Agreement. The “Allocated Deposit” shall for each Deferred Property be the amount equal to the Deposit multiplied by the fraction of (x) the Allocated Asset Value of such Deferred Property over (y) the Initial Purchase PriceTarget Company. (b) At the Closing, Escrow Agent The obligation of Purchaser to consummate any Deferred Closing shall retain a portion of the Closing Cash Consideration equal be subject to the Allocated Asset Value of fulfillment, at or prior to the Deferred Property to be held under the Indemnification Escrow Agreement and applied towards the purchase date of the applicable Deferred Property at the Deferred Closing, less the Allocated Deposit, subject to the terms of this Agreement (the “Escrowed Deferred Consideration”). (c) Subject to Section 6.20(c) and Article XII, Seller and Buyer shall set a new closing date with respect to any Deferred Property (the “Deferred Closing Date”). (d) Each such Deferred Property shall continue to be subject to all each of the terms and conditions of this Agreement as if it were an Acquired Property, and all obligations and rights of Seller or any Subsidiary and Buyer with respect to the Deferred Property shall continue under this Agreement, mutatis, mutandis, except that following conditions: (i) the Closing Cash Consideration for all Required Governmental Approvals relating to such Deferred Property Target Company shall be the Allocated Asset Value of such Deferred Property as adjusted by the amount of Prorated Items as of the Deferred Closing Date allocable to the Seller have been made or as otherwise adjusted pursuant to the terms of this Agreement (the “Deferred Closing Cash Consideration”)obtained, and any applicable waiting periods relating thereto shall have expired or been terminated early; (ii) the Closing Date there shall be the no Law in effect enjoining or otherwise prohibiting such Deferred Closing Date and no pending lawsuits, actions or proceedings to enjoin or otherwise prohibit such Closing shall have been commenced by any Government Authority or other Person; (iii) the liquidated damages pursuant covenants and agreements of Parent set forth in this Agreement to be performed at or prior to such Deferred Closing shall have been duly performed in all material respects to the extent that they relate to such Deferred Target Company; and (iv) the closing condition set forth in Section 10.2(b6.2(a) shall be have been satisfied or waived with respect to such Deferred Target Companies that are the Allocated Depositsubject of such Deferred Closing, except that each reference in Section 6.2(a) to “Target Business Segment” shall refer to the group of Deferred Target Companies that are the subject of such Deferred Closing.

Deferred Closings. If pursuant to Section 6.20(c), ) or Article XII or Section 13.2XII, the closing date is deferred with respect to an Acquired CIR III Property, then such Acquired CIR III Property shall be deemed a “Deferred Property” and collectively with all other deferred Acquired CIR III Properties the “Deferred Properties.” This Agreement shall be deemed amended, without any further action on any parties’ part, as follows with respect to the Deferred Properties: (a) Prior to the Closing, CIR III or the applicable Subsidiary shall cause the Deferred Property to be transferred to a newly formed Delaware limited liability company (the “Deferred Property Owner”) which is, or will be prior to Closing, wholly owned by the Sellers, pursuant to transfer documents in form and substance reasonably acceptable to the Buyer (such transfer may be effectuated by CIR III forming the Deferred Property Owner as a Subsidiary of CIR III, conveying the Deferred Property to the Deferred Property Owner and distributing the ownership interests in the Deferred Property Owner to the Sellers prior to Closing). The Organizational Documents of the Deferred Property Owner shall also be reasonably acceptable to Buyer. The Deferred Property Owner may elect to be classified as an association taxable as a corporation or a REIT for federal income tax purposes. (b) Following the Closing, the Allocated Deposit for each Deferred Property shall be held by the Escrow Agent under the Indemnification Escrow Agreement subject to the terms of this Agreement. The “Allocated Deposit” shall for each Deferred Property be the amount equal to the Deposit multiplied by the fraction of (x) the Allocated Asset Value of such Deferred Property over (y) the Initial Purchase Price. (bc) At the Closing, Escrow Agent shall retain a portion of the Closing Cash Consideration equal to the Allocated Asset Value of the Deferred Property to be held under the Indemnification Escrow Agreement and applied towards the purchase of the applicable Deferred Property at the Deferred Closing, less the Allocated Deposit, subject to the terms of this Agreement (the “Escrowed Deferred Consideration”). (cd) Subject to Section 6.20(c) and Article XII, Seller and Buyer shall set a new closing date with respect to any Deferred Property (the “Deferred Closing Date”). (de) Each such Deferred Property shall continue to be subject to all of the terms and conditions of this Agreement as if it were an Acquired CIR III Property, and all obligations and rights of Seller or any Subsidiary and Buyer with respect to the Deferred Property shall continue under this Agreement, mutatis, mutandis, except that (i) the Closing Cash Consideration for such Deferred Property shall be the Allocated Asset Value of such Deferred Property as adjusted by the amount of Prorated Items as of the Deferred Closing Date allocable to the Seller or as otherwise adjusted pursuant to the terms of this Agreement (the “Deferred Closing Cash Consideration”), (ii) the Closing Date shall be the Deferred Closing Date and Date, (iii) the liquidated damages pursuant to Section 10.2(b) shall be the Allocated DepositDeposit and (iv) references to the CIR III Shares shall be deemed to be references to the membership interests of the Sellers in the Deferred Property Owner.

Deferred Closings. If pursuant to Section 6.20(c), Article XII 3.2 or Section 13.25.3.2, the closing date is deferred with respect to an Acquired a Property, then such Acquired Property shall be deemed a “Deferred Property” and collectively with all other deferred Acquired Properties the “Deferred Properties.” This 13106722_20.doc 10 Agreement shall be deemed amended, without any further action on any parties’ party’s part, as follows with respect to the Deferred Properties: (a) 5.4.1. Following the Closinginitial Closing (and any subsequent Closing of less than all of the Deferred Properties), the Allocated Deposit for each Deferred Property shall be held by the Escrow Agent under the Indemnification Escrow Agreement an escrow agreement reasonably acceptable to Seller and Buyer and subject to the terms of this Agreement. The “Allocated Deposit” shall for each Deferred Property be the amount equal to the Deposit multiplied by the fraction of (x) the Allocated Asset Value of such Deferred Property over (y) the Initial Purchase Price. (b) At the Closing, Escrow Agent shall retain a portion No funds on account of the Closing Cash Consideration equal to the Allocated Asset Value of purchase price for the Deferred Property to Properties shall be held under the Indemnification Escrow Agreement and applied towards the purchase of the applicable Deferred Property at the Deferred Closing, less escrowed other than the Allocated Deposit, subject . 5.4.1. Seller shall use diligent and continuous efforts to cure each Other Defect and Deficiency with respect to the terms of this Agreement (the “Escrowed Deferred Consideration”). (c) Subject to Section 6.20(c) and Article XII, Properties as soon as possible. Seller and Buyer shall set a new closing date with respect to any Deferred Property (the “Deferred Closing Date”), which date shall be no later than ten (10) Business Days after Seller cures the applicable Other Defect or Deficiency. In the event that, despite using diligent efforts, Seller fails to effect such cure on or before the date that is two hundred seventy (270) days after the initial Closing Date, Buyer may elect to (A) terminate this Agreement with respect to the applicable Deferred Property, and the applicable Allocated Deposit shall be immediately returned to Buyer and neither party shall have any further obligation or liability under this Agreement except as otherwise expressly provided hereunder or (B) if agreed to by Seller, proceed to close on such Property with a credit against the Purchase Price in an amount (to be reasonably agreed upon by Buyer and Seller) equal to the reduction in the value of the Portfolio resulting from the uncured Other Defect or Deficiency, in which event Buyer shall accept title to such Deferred Property subject to such Other Defect or Deficiency. (d) 5.4.2. Each such Deferred Property shall continue to be subject to all of the terms and conditions of this Agreement as if it were an Acquired a Property, and all obligations and rights of Seller or any Selling Subsidiary and Buyer with respect to the Deferred Property shall continue under this Agreement, mutatis, mutatis mutandis, except that (i) the Closing Cash Consideration Purchase Price for such Deferred Property shall be the Allocated Asset Value of such Deferred Property as adjusted by the amount of Prorated Items as of the Deferred Closing Date allocable pursuant to the Seller Section 12 below or as otherwise adjusted pursuant to the terms of this Agreement (the “Deferred Closing Cash ConsiderationPurchase Price”), (ii) the Closing Date shall be the Deferred Closing Date and (iii) the liquidated damages for Buyer’s failure to close with respect to such Deferred Property pursuant to Section 10.2(b) 14.2 below shall be the Allocated Deposit for such Deferred Property. At the Closing for the Deferred Property, Buyer shall pay to Seller the Deferred Closing Purchase Price, less the Allocated Deposit.