Common use of Failure of Conditions Clause in Contracts

Failure of Conditions. In the event that as of July 1, 1998 for any reason any of the conditions set forth in Section 2 (the "Conditions") are not met, MainStreet shall have the option, exercisable by written notice to UCI on or before July 8, 1998 to either (i) require UCI to continue to use its reasonable best efforts to complete the Conditions no later than July 31, 1998, or (ii) unwind the transactions as herein provided (an "Unwind Event"). In the case of an Unwind Event or if the Conditions have not been met by July 31, 1998, the parties to the Acquisition Agreement shall immediately take all actions in their best efforts to restore the parties to the respective positions they held prior to the closing of the transactions contemplated in the Acquisition Agreement. In this connection, without limiting the generality of the foregoing, each party to the Acquisition Agreement shall (a) undertake all such actions necessary so that, to the greatest extent reasonably practicable, all liabilities and assets transferred from any party in the Acquisition are transferred back to such party, (b) shall execute and deliver any and all deeds, bills of sale, assignments, assumptions, and other instruments of conveyance or assumption as shall be reasonably required to return such liabilities and assets, and (c) perform such other acts as set forth in the Acquisition Agreement concerning the unwinding of the transactions contemplated in the Acquisition Agreement. The Transferees will use commercially reasonable efforts to hold separate and segregate the Assets until the conditions set forth in Section 2 above are satisfied. In the event for any reason a party (the Maker") is unable to return to any other party (the "Holder") any assets (including any cash) or liabilities received by or from the Holder pursuant to the Acquisition Agreement, the Maker shall immediately execute and delivery to the Holder a promissory note (the "Note") in favor of the Holder in an original principal amount equal to, with respect to any party, the excess, if any, of the amount of the fair market value of any and all assets which are not returned by such party as set forth above over the fair market value of any and all liabilities which are not returned by such party in each case taking into account the terms of the Acquisition Agreement. Such Note shall bear interest at the then "Prime Rate" as listed in the Money Rates Section of the Wall Street Journal, and all interest and principal thereunder shall be due and payable one month after the date of execution of such Note.

Failure of Conditions. In the event that as of July 1Subject to Section 6.4, 1998 for any reason should Buyer disapprove any of the conditions set forth in Section 2 (4.1 within the "Conditions") are not mettime specified, MainStreet Buyer shall have the optionpower, exercisable in its sole and absolute discretion by giving of written notice to UCI Seller, of either of the following: a. To terminate this Agreement and recover any amounts paid on or before July 8account of the Purchase Price, 1998 to either (i) require UCI to continue to use its reasonable best efforts to complete including the Conditions no later than July 31Deposit, 1998less the Independent Consideration, or (ii) unwind any documents delivered pursuant to the transactions as herein provided (an "Unwind Event"). In the case provisions of an Unwind Event or if the Conditions have not been met by July 31this Agreement, 1998, in which event the parties to the Acquisition Agreement shall immediately take all actions in their best efforts to restore the parties to the respective positions they held prior to the closing of the transactions contemplated in the Acquisition Agreement. In this connection, without limiting the generality of the foregoing, each party to the Acquisition Agreement shall (a) undertake all such actions necessary so that, to the greatest extent reasonably practicable, all liabilities and assets transferred from any party in the Acquisition are transferred back to such party, (b) shall execute and deliver any and all deeds, bills of sale, assignments, assumptions, and other instruments of conveyance or assumption as shall be reasonably required relieved and released of any further duties, obligations and responsibilities hereunder except for Seller’s right to return such liabilities and assetsretain the Independent Contract Consideration as provided in Section 3.5, and (c) perform such other acts any continuing indemnification obligations as set forth in Section 5.4, and subject to the Acquisition Agreement concerning payment of any escrow and title cancellation fees as provided in Section 6.7; or, b. To waive such condition and proceed with the unwinding Closing; provided, however, that Buyer’s failure to so approve or disapprove of any such condition shall be deemed approval thereof; provided further, however, that should Buyer disapprove of any exception to title (the “Title Defect”) pursuant to Section 4.1(c) within the time specified, Buyer shall first give five (5) business days written notice of the transactions contemplated Title Defect which it has disapproved, and Seller shall have an additional five (5) business days after receiving the notice of Title Defect thereafter to determine whether it is willing or able to correct such Title Defect. Seller shall give written notice to Buyer within such five (5) business day period whether it is willing or able to correct such Title Defect. If Seller is unwilling or unable to correct any such Title Defect, Buyer shall have the right to exercise the remedy contained in Section 4.2(a). If Seller states that it is willing and able to do so, then Seller shall proceed to correct the Acquisition Title Defect as soon as is practicable, and in all events prior to Closing, and if Seller is thereafter unable to correct the Title Defect prior to the Closing, Buyer shall continue to have the right to exercise the remedy specified in Section 4.2(a). No Title Defect may be insured over or removed of record by indemnification or similar arrangement with the Title Company without Buyer’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. No satisfaction or waiver of any condition by Buyer shall reduce or eliminate the rights or remedies of Buyer by reason of any breach of any covenant, representation, or warranty made by Seller in this Agreement. The Transferees will use commercially reasonable efforts to hold separate and segregate the Assets until the conditions set forth Notwithstanding anything in Section 2 above are satisfied. In the event for any reason a party (the Maker") is unable to return to any other party (the "Holder") any assets (including any cash) or liabilities received by or from the Holder pursuant this Agreement to the Acquisition Agreementcontrary, the Maker Seller shall immediately execute and delivery to the Holder a promissory note (the "Note") in favor of the Holder in an original principal amount equal to, with respect to any party, the excess, if any, of the amount of the fair market value of remove any and all assets which are not returned by monetary encumbrances, deeds of trust, liens, mortgages, etc., against the Property at or prior to the Closing at Seller’s sole cost and expense with no right of reimbursement from Buyer. If Seller is unwilling or unable to remove such party as set forth above over monetary encumbrances, deeds of trust, liens, mortgages, etc., against the fair market value of any and all liabilities which are not returned by such party Property at or prior to the Closing, Buyer shall have the right to exercise the remedy contained in each case taking into account the terms of the Acquisition Agreement. Such Note shall bear interest at the then "Prime Rate" as listed in the Money Rates Section of the Wall Street Journal, and all interest and principal thereunder shall be due and payable one month after the date of execution of such Note4.2(a).

Failure of Conditions. In the event that as of July 1The conditions set forth in Sections 8.1 and 8.2, 1998 for any reason any of other than the conditions set forth in Section 2 Sections 8.2(e) – (o), are referred to herein as “Closing Day Conditions,” and the conditions set forth in Sections 8.2(e) – (o) are referred to herein as “Pre-Closing Day Conditions.” If a Party is not in default under this Agreement, and either (a) a Closing Day Condition is not satisfied or waived as of the Closing Date (as same may be duly extended pursuant to the terms hereof), or (b) a Pre-Closing Day Condition is not satisfied or waived as of such Closing Date or was satisfied or waived fewer than ten (10) Business Days prior to such Closing Date, then the Party benefiting from such condition (the "Conditions"“Electing Party”) are not met, MainStreet shall have the option, exercisable by written notice to UCI on or before July 8, 1998 to may either (i) require UCI waive such condition and proceed to continue Closing (subject to use its reasonable best efforts to complete the Conditions no later than July 31, 1998terms and conditions of this Agreement), or (ii) unwind extend the transactions as herein provided (an "Unwind Event"). In the case of an Unwind Event or if the Conditions have not been met Closing Date with respect to any Property affected by July 31, 1998, the parties such condition to the Acquisition Agreement shall immediately take all actions in their best efforts to restore date that is ten (10) Business Days after such Closing Date and close on the parties remainder of the Properties (subject to the respective positions they held prior to terms and conditions of this Agreement) on such Closing Date. If the closing Electing Party shall elect the option set forth in preceding clause (ii) and as of the transactions contemplated in the Acquisition Agreement. In this connection, without limiting the generality such extended Closing Date either of the foregoing, each party to the Acquisition Agreement shall clause (a) undertake all such actions necessary so that, to the greatest extent reasonably practicable, all liabilities and assets transferred from any party in the Acquisition are transferred back to such party, or (b) of this Section 9.3 shall execute and deliver any and exist, the Electing Party may elect between either of preceding clauses (i) or (ii). This iterative process shall continue until all deedsProperties have been acquired by a Buyer or otherwise excluded from this Agreement, bills of saleor, assignmentsif earlier, assumptions, and other instruments of conveyance or assumption as shall be reasonably required to return such liabilities and assets, and (c) perform such other acts as set forth in the Acquisition Agreement concerning the unwinding occurrence of the transactions contemplated in Outside Closing Date. If as of the Acquisition Agreement. The Transferees will use commercially reasonable efforts to hold separate and segregate the Assets until the conditions Outside Closing Date a closing condition set forth in Section 2 above are satisfied. In the event for any reason a party (the Maker") is unable to return to any other party (the "Holder") any assets (including any cash) 8.1 or liabilities received by Section 8.2 has not been satisfied or from the Holder pursuant to the Acquisition Agreementwaived, the Maker Electing Party shall immediately execute have the right to (1) if a Portfolio MAE exists, terminate this Agreement with respect to all remaining Properties, in which case the Deposit Escrow Agent shall promptly refund the remaining Deposit to Buyer, and delivery the Parties hereto shall have no further rights or obligations under this Agreement with respect to such Properties (except for such obligations that expressly survive the Holder a promissory note termination of this Agreement); (the "Note"2) in favor of the Holder in an original principal amount equal to, terminate this Agreement with respect to any partyProperty with respect to which a closing condition has not been satisfied or waived (each such excluded Property, a “Closing Condition Excluded Property”) and close on the excess, if any, remainder of the amount Properties on the Outside Closing Date, whereupon (A) Buyers shall proceed to Closing (subject to the terms and conditions of this Agreement) with respect to the remaining Properties, (B) the remaining Purchase Price shall be reduced according to the Allocated Purchase Price for each Closing Condition Excluded Property, (C) a portion of the fair market value Deposit equal to the product of (x) $40,000,000 and (y) (the Allocated Purchase Price of the Closing Condition Excluded Property(ies) divided by $1,320,000,000) shall be returned to Buyers, and (D) Buyers and the applicable Seller shall have no further rights, obligations, or remedies under this Agreement with respect to each such Closing Condition Excluded Property (except as may expressly survive such partial termination); or (3) waive the failed closing condition (but without waiver of any other rights of the Electing Party hereunder) and all assets which are not returned by such party as set forth above over the fair market value of any and all liabilities which are not returned by such party proceed to Closing in each case taking into account accordance with the terms of this Agreement and without any adjustment to the Acquisition Agreement. Such Note shall bear interest at the then "Prime Rate" as listed in the Money Rates Section of the Wall Street Journal, and all interest and principal thereunder shall be due and payable one month after the date of execution of such NotePurchase Price.

Failure of Conditions. In If any condition specified in Section 10.1 (other than those described in Sections 10.1(a) and (b)) is not satisfied on or before the applicable Closing Date, either Buyer or the applicable Seller shall have the right to extend such Closing Date by written notice to the other party(ies) for a sufficient time (but not to exceed 15 days) within which to cure or satisfy such condition and if a party elects to extend such Closing Date, the parties shall immediately commence prosecution of such cure or satisfaction. If any condition specified in Sections 10.1(a) or (b) is not cured or satisfied on or before the applicable Closing Date, or any condition specified in any other subsection of Section 10.1 is not satisfied within the 15-day or shorter period set forth above (if such Closing Date was extended as aforesaid) or if no party exercises such extension right, the applicable Seller may, at its option, and in its sole and absolute discretion, (a) extend the applicable Closing Date to allow Buyer a sufficient time (but not to exceed 15 days) within which to cure or satisfy such condition, (b) waive any such condition which can legally be waived and proceed to Closing without adjustment or abatement of the Purchase Price, or (c) terminate this Agreement as to such Seller and its Property by written notice to Buyer, in which case Escrow Agent shall refund to Buyer the applicable Property Deposit, less the Independent Contract Consideration applicable to such Property (which Escrow Agent shall deliver to such Seller), Buyer shall pay the cancellation charges as to such Property in the event that as of July 1, 1998 for any reason any a failure of the conditions set forth in Section 2 (the "Conditions"Sections 10.1(a) are not met, MainStreet shall have the option, exercisable by written notice to UCI on or before July 8, 1998 to either (i) require UCI to continue to use its reasonable best efforts to complete the Conditions no later than July 31, 1998, or (ii) unwind the transactions as herein provided (an "Unwind Event"). In the case of an Unwind Event or if the Conditions have not been met by July 31, 1998, the parties to the Acquisition Agreement shall immediately take all actions in their best efforts to restore the parties to the respective positions they held prior to the closing of the transactions contemplated in the Acquisition Agreement. In this connection, without limiting the generality of the foregoing, each party to the Acquisition Agreement shall (a) undertake all such actions necessary so that, to the greatest extent reasonably practicable, all liabilities and assets transferred from any party in the Acquisition are transferred back to such party, (b) and Buyer and Seller shall execute and deliver any and all deeds, bills of sale, assignments, assumptions, and other instruments of conveyance or assumption as shall be reasonably required to return such liabilities and assets, and (c) perform such other acts as set forth in the Acquisition Agreement concerning the unwinding each pay one half of the transactions contemplated cancellation charges in event of a failure of the Acquisition Agreement. The Transferees will use commercially reasonable efforts to hold separate and segregate the Assets until the conditions condition set forth in Section 2 above are satisfied. In the event for any reason a party (the Maker") is unable to return to any other party (the "Holder") any assets (including any cash) or liabilities received by or from the Holder pursuant to the Acquisition Agreement, the Maker shall immediately execute and delivery to the Holder a promissory note (the "Note") in favor of the Holder in an original principal amount equal to, with respect to any party, the excess10.1(c), if any, of Escrow Agent and Title Company, and this Agreement shall be of no further force or effect as to such Seller and its Property and neither party shall have any further rights or obligations hereunder as to one another (other than pursuant to any provision hereof which expressly survives the amount termination of this Agreement), but this Agreement will remain in full force and effect as to all other Properties. Notwithstanding the foregoing, if the failure of the fair market value condition is due to a breach by Buyer hereunder, Seller may pursue any of any and all assets which are not returned by such party as set forth above over the fair market value of any and all liabilities which are not returned by such party in each case taking into account the terms of the Acquisition Agreement. Such Note shall bear interest at the then "Prime Rate" as listed in the Money Rates its remedies under Section of the Wall Street Journal, and all interest and principal thereunder shall be due and payable one month after the date of execution of such Note13.2.

Failure of Conditions. In i. If on or before the event that as outside date of July 1, 1998 for any reason any of the conditions Settlement set forth in Section 2 (the "Conditions") 4, all contingencies and conditions specified herein are not metor cannot be satisfied, MainStreet then the party whose obligation to close is so conditioned shall have the optionoption of (iA) waiving such condition and completing Settlement hereunder if it so chooses at the Purchase Price (it being understood that if such condition applies to both parties, exercisable then both parties shall have waived 398068.5/39743 C:\NrPortbl\Main\JWD\398068_2.DOC 9 the applicable condition(s)), or (iiB) canceling this Agreement in which case this Agreement shall become null and void and the Deposit shall be paid to Buyer and, unless such cancellation is by written notice Seller for the reasons provided in Section 17(b), the Released Funds and any Extension Fees, to UCI on or before July 8the extent paid, 1998 shall be retained by the Seller (it being understood that if such condition applies to both parties, either party may so cancel if both parties do not waive the applicable condition(s) pursuant to this clause (i) require UCI to continue to use its reasonable best efforts to complete the Conditions no later than July 31, 1998, or (ii) unwind the transactions as herein provided (an "Unwind Event"above). In If Seller cancels this Agreement for the case of an Unwind Event or if the Conditions have not been met by July 31, 1998reasons provided in Section 17(b), the parties Deposit shall be returned to Buyer, and the Acquisition Agreement shall immediately take all actions in their best efforts to restore the parties to the respective positions they held prior to the closing of the transactions contemplated in the Acquisition Agreement. In this connection, without limiting the generality of the foregoing, each party to the Acquisition Agreement shall (a) undertake all such actions necessary so thatExtension Fees, to the greatest extent reasonably practicablepaid, all liabilities and assets transferred from any party in the Acquisition are transferred back to such party, (b) shall execute and deliver any and all deeds, bills of sale, assignments, assumptions, and other instruments of conveyance or assumption as shall be reasonably required returned to return such liabilities and assetsthe Buyer by Seller. ii. If the VA Contract is executed, and (c) perform such other acts as set forth in the Acquisition Agreement concerning the unwinding of the transactions contemplated in the Acquisition Agreement. The Transferees will use commercially reasonable efforts to hold separate and segregate the Assets until the conditions set forth in Section 2 above are satisfied. but is thereafter In the event the VA Contract is terminated for any reason a party (reason, Buyer and Seller shall each have the Maker") is unable right to return terminate this Agreement upon notice to any Seller the other party delivered within fifteen (15) days after receiving notice of the "Holder"termination of the VA Contract. Upon any such termination, this Agreement shall become null and void and, (A) if the termination is by Buyer, the Deposit shall be returned to Buyer and any assets (including any cash) or liabilities received by or from the Holder pursuant Extension Fees, to the Acquisition Agreementextent paid, shall be retained by the Seller, (B) if the termination is by Seller, the Maker Deposit shall immediately execute be returned to Buyer and delivery the Extension Fees, to the Holder a promissory note (the "Note") in favor of the Holder in an original principal amount equal toextent paid, with respect to any party, the excess, if any, of the amount of the fair market value of any and all assets which are not returned by such party as set forth above over the fair market value of any and all liabilities which are not returned by such party in each case taking into account the terms of the Acquisition Agreement. Such Note shall bear interest at the then "Prime Rate" as listed in the Money Rates Section of the Wall Street Journal, and all interest and principal thereunder shall be due and payable one month after returned to the date of execution of such NoteBuyer by Seller.

Failure of Conditions. In the event that (a) If any condition described in Section 9.1 is not satisfied as of July 1the Closing Date, 1998 then Company may, at its sole option and as its sole and exclusive remedy: (i) extend the Closing Date for up to an additional thirty (30) days to allow for the satisfaction of such conditions, by written notice thereof to Owner and the Title Company; (ii) proceed to Closing without any reason abatement or reduction in the Purchase Price; or (iii) terminate this Agreement by written notice thereof to Owner and the Title Company at any time on or before the Closing. If the Company so extends the Closing Date and any such conditions remain unsatisfied at the end of such extended period, then the Company shall have the option, in its sole discretion, to either: (i) terminate this Agreement by written notice thereof to Owner and the Title Company; or (ii) proceed to the Closing without abatement or reduction in the Purchase Price. Upon termination of this Agreement pursuant to this Section 9.3, the Deposit shall be returned to the Company, and neither party shall have any further rights, obligations or liabilities under this Agreement, except for the obligations set forth in this Agreement that expressly survive termination of this Agreement. The conditions set forth in this Section 9.3 are for the Company's sole benefit, and the Company may, in its sole discretion, waive (conditionally or absolutely) the fulfillment of any one or more of the conditions, or any part thereof. Owner shall not take or authorize, directly or indirectly, any action that modifies or changes the circumstances upon which the conditions set forth in Section 2 9.1 were deemed satisfied or waived by the Company without the Company's prior written consent. (b) If any condition described in Section 9.2 is not satisfied as of the "Conditions"Closing Date, then Owner may, as its sole and exclusive remedy, (i) are not metextend the Closing Date for up to an additional thirty (30) days to allow for the satisfaction of such conditions, MainStreet by written notice thereof to the Company; (ii) terminate this Agreement by written notice thereof to the Company at any time on or before the Closing; or (iii) proceed to the Closing without any abatement or reduction in the Purchase Price. If the Owner so extends the Closing Date and any such conditions remain unsatisfied at the end of such extended period, then the Owner shall have the option, exercisable in its sole discretion, to either: (i) terminate this Agreement by written notice thereof to UCI on or before July 8, 1998 to either (i) require UCI to continue to use its reasonable best efforts to complete Owner and the Conditions no later than July 31, 1998, Title Company; or (ii) unwind proceed to the transactions as herein provided (an "Unwind Event"Closing without abatement or reduction in the Purchase Price. Upon termination of this Agreement under this Section 9.3(b). In the case of an Unwind Event or if the Conditions have not been met by July 31, 1998, the parties Deposit shall be returned to the Acquisition Agreement Owner, and thereafter neither party shall immediately take all actions in their best efforts have any further rights, obligations or liabilities under this Agreement, other than with respect to restore the parties those rights and obligations that are expressly to the respective positions they held prior to the closing survive a termination of the transactions contemplated in the Acquisition this Agreement. In this connection, without limiting the generality of the foregoing, each party to the Acquisition Agreement shall (a) undertake all such actions necessary so that, to the greatest extent reasonably practicable, all liabilities and assets transferred from any party in the Acquisition are transferred back to such party, (b) shall execute and deliver any and all deeds, bills of sale, assignments, assumptions, and other instruments of conveyance or assumption as shall be reasonably required to return such liabilities and assets, and (c) perform such other acts as The conditions set forth in this Section 9.3(b) are for Owner's sole benefit, and Owner may, in its sole discretion, waive the Acquisition Agreement concerning the unwinding fulfillment of any one or more of the transactions contemplated in conditions, or any part thereof. Company shall not take or authorize, directly or indirectly, any action that modifies or changes the Acquisition Agreement. The Transferees will use commercially reasonable efforts to hold separate and segregate the Assets until circumstances upon which the conditions set forth in Section 2 above are satisfied. 9.2 were deemed satisfied or waived by the Owner without the Owner's prior written consent. (c) In addition to and without limiting the event for any reason a party provisions of Section 9.3(a) and (b) above, Owner and the Maker") is unable to return to any other party (Company agree that each shall have the "Holder") any assets (including any cash) or liabilities received by or from the Holder pursuant unilateral right upon written notice to the Acquisition Agreementother and the Title Company, to extend the Maker shall immediately execute and delivery Closing Date for such period of time as may be necessary for the Existing Lender to finally approve or disapprove the Holder a promissory note (the "Note") in favor of the Holder in an original principal amount equal to, with respect to any party, the excess, if any, of the amount of the fair market value of any and all assets which are not returned by such party as set forth above over the fair market value of any and all liabilities which are not returned by such party in each case taking into account the terms of the Acquisition Agreement. Such Note shall bear interest at the then "Prime Rate" as listed in the Money Rates Section of the Wall Street Journal, and all interest and principal thereunder shall be due and payable one month after the date of execution of such NoteApplication.

Failure of Conditions. In the event that as of July 1, 1998 for any reason any of the conditions to Buyer’s obligation to proceed to the Close of Escrow set forth in this Section 2 6 or set forth elsewhere in this Agreement shall fail or are otherwise are unsatisfied after Buyer has waived contingencies at the expiration of the Contingency Period, then at Buyer’s option, Buyer may terminate this Agreement and the Escrow created pursuant hereto and the Deposit shall be returned to Buyer. In addition, notwithstanding anything to the contrary herein, if following the expiration of the Contingency Period, a condition to the Close of Escrow for Buyer’s benefit set forth in this Agreement shall fail, then in addition to Buyer’s right to terminate the Agreement in its entirety, Buyer may terminate the Agreement with respect only to the Property for which the condition has failed (in which event the "Conditions") are Agreement shall remain in effect for the balance of the Properties except that the Purchase Price shall be reduced to reflect the elimination of a Property and the Deposit shall be allocated to the Purchase Price of the other Properties for which this Agreement has not metbeen terminated); provided that if such termination would not result in the transfer of the Remaining Properties, MainStreet Sellers shall have the option, exercisable by right to deliver written notice to UCI on or before July 8Buyer within three (3) days after receiving Buyer’s partial termination notice stating that Buyer must either proceed with the acquisition of the Properties, 1998 to either (i) require UCI to continue to use its reasonable best efforts to complete including the Conditions no later than July 31, 1998Remaining Properties, or terminate the Agreement in its entirety, in which event the Deposit shall be refunded to Buyer (iiit being agreed that such election must be made by Buyer within three (3) unwind business days of receiving Seller’s written notice provided above, and if Buyer fails to make the transactions as herein provided election by delivering written notice to Sellers within the three (an "Unwind Event"3) business day period described above, Buyer shall be deemed to have made the election to proceed with the acquisition of the Properties, including the Remaining Properties). In the case of an Unwind Event If Buyer elects to terminate this Agreement in whole or if the Conditions have not been met in part as aforesaid, Buyer shall do so by July 31, 1998, the parties delivering a termination notice to the Acquisition Agreement shall immediately take all actions in their best efforts to restore the parties to the respective positions they held prior to the closing of the transactions contemplated in the Acquisition Agreement. In this connection, without limiting the generality of the foregoing, each party to the Acquisition Agreement shall (a) undertake all such actions necessary so that, to the greatest extent reasonably practicable, all liabilities and assets transferred from any party in the Acquisition are transferred back to such party, (b) shall execute and deliver any and all deeds, bills of sale, assignments, assumptions, and other instruments of conveyance or assumption as shall be reasonably required to return such liabilities and assets, and (c) perform such other acts as set forth in the Acquisition Agreement concerning the unwinding of the transactions contemplated in the Acquisition Agreement. The Transferees will use commercially reasonable efforts to hold separate and segregate the Assets until the conditions set forth in Section 2 above are satisfied. In the event for any reason a party (the Maker") is unable to return to any other party (the "Holder") any assets (including any cash) or liabilities received by or from the Holder pursuant to the Acquisition Agreement, the Maker shall immediately execute and delivery to the Holder a promissory note (the "Note") in favor of the Holder in an original principal amount equal to, with respect to any party, the excess, if any, of the amount of the fair market value of any and all assets which are not returned by such party as set forth above over the fair market value of any and all liabilities which are not returned by such party in each case taking into account the terms of the Acquisition Agreement. Such Note shall bear interest at the then "Prime Rate" as listed in the Money Rates Section of the Wall Street Journal, and all interest and principal thereunder shall be due and payable one month after the date of execution of such Noteapplicable Seller(s).

Failure of Conditions. In the event that as of July 1, 1998 for any reason any one or more of the closing conditions set forth in Section 2 (Sections 8.1 and 8.2 shall not be satisfied as of the "Conditions") are not metClosing Date, MainStreet then the party for whose benefit the closing condition exists shall have the option, exercisable to be exercised by written notice to UCI on or before July 8the other party given as of the Closing Date, 1998 either to either (i) require UCI waive the unsatisfied closing condition and proceed to continue to use its reasonable best efforts to complete the Conditions no later than July 31, 1998Closing, or (ii) unwind extending the transactions Closing Date by such reasonable period as herein may be necessary to allow for satisfaction of the unsatisfied closing condition; provided such extended period shall not be later than thirty (an "Unwind Event"). In the case of an Unwind Event or if the Conditions have not been met by July 31, 1998, the parties 30) days subsequent to the Acquisition Agreement shall immediately take all actions in their best efforts to restore the parties to the respective positions they held prior to the closing of the transactions contemplated in the Acquisition Agreement. In this connection, without limiting the generality of the foregoing, each party to the Acquisition Agreement shall (a) undertake all such actions necessary so that, to the greatest extent reasonably practicable, all liabilities and assets transferred from any party in the Acquisition are transferred back to such party, (b) shall execute and deliver any and all deeds, bills of sale, assignments, assumptions, and other instruments of conveyance or assumption as shall be reasonably required to return such liabilities and assets, and (c) perform such other acts as set forth in the Acquisition Agreement concerning the unwinding of the transactions contemplated in the Acquisition Agreement. The Transferees will use commercially reasonable efforts to hold separate and segregate the Assets until the conditions set forth in Section 2 above are satisfiedOutside Closing Date. In the event for any reason a party shall elect to proceed under clause (ii), the Maker") notice of such election shall include the period for which the extension is unable made. If, after such extension is made, the closing condition remains unsatisfied at the end of the extended period, then the party for whose benefit the closing condition exists shall have the option, to return be exercised by written notice to any the other party given as of the end of such extended period, either to (x) waive the unsatisfied closing condition and proceed to Closing, or (y) terminate this Agreement, whereupon Purchaser and Seller shall be released and relieved of all further obligations under this Agreement. The parties agree to use good faith efforts to satisfy each closing condition which is within such party's power or obligation to satisfy. Notwithstanding anything in this Agreement to the contrary, if a closing condition remains unsatisfied as of the Closing Date as a result of the failure of the party's whose obligation it is to satisfy such condition (the "HolderDefaulting Party") any assets (including any cash) or liabilities received by or from ), then the Holder pursuant to the Acquisition Agreement, the Maker shall immediately execute and delivery to the Holder a promissory note (the "Note") in favor of the Holder in an original principal amount equal to, with respect to any party, the excess, if any, of the amount of the fair market value of any and all assets which are not returned by such party as set forth above over the fair market value of any and all liabilities which are not returned by such party in each case taking into account the terms of the Acquisition Agreement. Such Note shall bear interest at the then "Prime Rate" as listed in the Money Rates Section of the Wall Street Journal, and all interest and principal thereunder Defaulting Party shall be due in default hereunder and payable one month after the date of execution of such NoteNon-Defaulting Party shall have all rights and remedies allowed herein, at law and in equity.

Failure of Conditions. In the event that as of July 1, 1998 for If any reason any of the conditions set forth condition specified in Section 2 9.1(d), (f), (i), (m), (n) or (o) is not satisfied on or before the "Conditions") are not metapplicable Closing Date, MainStreet either Buyer or the applicable Seller shall have the option, exercisable right extend such Closing Date by written notice to UCI the other party(ies) for a sufficient time (but in no event past June 24, 2011) within which to cure or satisfy such condition and if a party elects to extend such Closing Date, such Seller shall immediately commence prosecution of such cure or satisfaction. If any condition specified in any other provision of Section 9.1 is not cured or satisfied on or before July 8the applicable Closing Date, 1998 or any condition specified in Section 9.1(d), (f), (i), (m), (n) or (o) is not satisfied by June 24, 2011 or shorter period set forth above (if such Closing Date was extended as aforesaid) or if no party exercises such extension right, Buyer may, at its option, and in its sole and absolute discretion, (a) waive any such condition which can legally be waived either at the time originally established for such Closing or as extended above and proceed to such Closing without adjustment or abatement of the Purchase Price, (b) terminate this Agreement as to the Bridgepoint Property only if such condition relates to the Bridgepoint Property or all of the remaining Properties only if such condition does not relate to the Bridgepoint Property by written notice to the applicable Seller or (c) if such condition is the condition set forth in either Section 9.1(i) or 9.1(o) or such condition has a Material Adverse/Economic Effect, either (1) terminate this Agreement as to such Seller and such Seller’s Property (provided this Agreement shall remain in effect with respect to all other Properties) or (2) proceed to such Closing and receive a credit at such Closing in an amount equal to the Remedial Cost with respect to such matter, not to exceed $100,000. If Buyer elects to terminate this Agreement in whole or in part as aforesaid, Buyer shall do so by delivering a Termination Notice to the applicable Seller(s) within three (3) Business Days after the applicable Closing Date. In addition, if Buyer elects to terminate this Agreement as to either the Aurora Property or Park 355 Property, the applicable Sellers shall have the right to terminate this Agreement as to all of the Non-Bridgepoint Properties by written notice delivered to Buyer within five (i5) require UCI days after receipt of the Termination Notice; provided, however, if such Seller(s) exercises such termination right, Buyer shall have the right to continue rescind the Termination Notice by giving written notice to use its reasonable best efforts to complete the Conditions no later than July 31, 1998, or (ii) unwind the transactions as herein provided (an "Unwind Event"applicable Seller within 2 Business Days after Buyer’s receipt of such notice from such Seller(s). In the case of an Unwind Event a full or if partial termination of this Agreement, Escrow Agent shall refund to Buyer the Conditions have not been met by July 31applicable Property Deposit, 1998less the Independent Contract Consideration applicable to such Property (which Escrow Agent shall deliver to such Seller), the parties to the Acquisition Agreement and Buyer and Seller shall immediately take all actions in their best efforts to restore the parties to the respective positions they held prior to the closing each pay one half of the transactions contemplated in the Acquisition Agreement. In this connection, without limiting the generality of the foregoing, each party to the Acquisition Agreement shall (a) undertake all such actions necessary so that, to the greatest extent reasonably practicable, all liabilities and assets transferred from any party in the Acquisition are transferred back cancellation charges as to such party, Property (bunless a Seller is in breach or default hereunder in which case such Seller shall pay the cancellation charges as to such Property) shall execute and deliver any and all deeds, bills of sale, assignments, assumptions, and other instruments of conveyance or assumption as shall be reasonably required to return such liabilities and assets, and (c) perform such other acts as set forth in the Acquisition Agreement concerning the unwinding of the transactions contemplated in the Acquisition Agreement. The Transferees will use commercially reasonable efforts to hold separate and segregate the Assets until the conditions set forth in Section 2 above are satisfied. In the event for any reason a party (the Maker") is unable to return to any other party (the "Holder") any assets (including any cash) or liabilities received by or from the Holder pursuant to the Acquisition Agreement, the Maker shall immediately execute and delivery to the Holder a promissory note (the "Note") in favor of the Holder in an original principal amount equal to, with respect to any party, the excess, if any, of Escrow Agent and Title Company, and this Agreement shall be of no further force or effect as to such Seller and its Property and neither party shall have any further rights or obligations hereunder as to one another (other than pursuant to any provision hereof which expressly survives the amount termination of this Agreement), but this Agreement will remain in full force and effect as to all other Properties. In addition to (and notwithstanding) the foregoing, if the failure of the fair market value of any and all assets which are not returned condition is due to a breach by such party as Seller hereunder, Buyer may terminate this Agreement to the extent set forth above over the fair market value of any and all liabilities which are not returned by such party in each case taking into account the terms of the Acquisition Agreement. Such Note shall bear interest at the then "Prime Rate" as listed in the Money Rates recover its costs and expenses under Section of the Wall Street Journal, and all interest and principal thereunder shall be due and payable one month after the date of execution of such Note13.1(i).

Failure of Conditions. In the event that as of July 1Subject to Section 6.4, 1998 for any reason should Recipient disapprove any of the conditions set forth in Section 2 (4.1 within the "Conditions") are not mettime specified, MainStreet Recipient shall have the optionpower, exercisable in its sole and absolute discretion by giving of written notice to UCI on or before July 8Contributor, 1998 to of either (i) require UCI to continue to use its reasonable best efforts to complete of the Conditions no later than July 31, 1998following: a. To terminate this Agreement and recover the Deposit less the Independent Consideration, or (ii) unwind any documents delivered pursuant to the transactions as herein provided (an "Unwind Event"). In the case provisions of an Unwind Event or if the Conditions have not been met by July 31this Agreement, 1998, in which event the parties to the Acquisition Agreement shall immediately take all actions in their best efforts to restore the parties to the respective positions they held prior to the closing of the transactions contemplated in the Acquisition Agreement. In this connection, without limiting the generality of the foregoing, each party to the Acquisition Agreement shall (a) undertake all such actions necessary so that, to the greatest extent reasonably practicable, all liabilities and assets transferred from any party in the Acquisition are transferred back to such party, (b) shall execute and deliver any and all deeds, bills of sale, assignments, assumptions, and other instruments of conveyance or assumption as shall be reasonably required relieved and released of any further duties, obligations and responsibilities hereunder except for Contributor’s right to return such liabilities and assetsretain the Independent Contract Consideration as provided in Section 3.5, and (c) perform such other acts any continuing indemnification obligations as set forth in Section 5.4, and subject to the Acquisition Agreement concerning payment of any escrow and title cancellation fees as provided in Section 6.7; or, b. To waive such condition and proceed with the unwinding Closing; provided, however, that Recipient’s failure to so approve or disapprove of any such condition shall be deemed approval thereof; provided further, however, that should Recipient disapprove of any exception to title (the “Title Defect”) pursuant to Section 4.1(c) within the time specified, Recipient shall first give one (1) business day’s written notice of the transactions contemplated Title Defect which it has disapproved, and Contributor shall have an additional one (1) business day after receiving the notice of Title Defect thereafter to determine whether it is willing or able to correct such Title Defect. Contributor shall give written notice to Recipient within such one (1) business day period whether it is willing or able to correct such Title Defect. If Contributor is unwilling or unable to correct any such Title Defect, Recipient shall have the right to exercise the remedy contained in Section 4.2(a). If Contributor states that it is willing and able to do so, then Contributor shall proceed to correct the Acquisition Title Defect as soon as is practicable, and in all events prior to Closing, and if Contributor is thereafter unable to correct the Title Defect prior to the Closing, Recipient shall continue to have the right to exercise the remedy specified in Section 4.2(a). No Title Defect may be insured over or removed of record by indemnification or similar arrangement with the Title Company without Recipient’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. No satisfaction or waiver of any condition by Recipient shall reduce or eliminate the rights or remedies of Recipient by reason of any breach of any covenant, representation, or warranty made by Contributor in this Agreement. The Transferees will use commercially reasonable efforts to hold separate and segregate the Assets until the conditions set forth Notwithstanding anything in Section 2 above are satisfied. In the event for any reason a party (the Maker") is unable to return to any other party (the "Holder") any assets (including any cash) or liabilities received by or from the Holder pursuant this Agreement to the Acquisition Agreementcontrary, the Maker Contributor shall immediately execute and delivery to the Holder a promissory note (the "Note") in favor of the Holder in an original principal amount equal to, with respect to any party, the excess, if any, of the amount of the fair market value of remove any and all assets which are not returned by monetary encumbrances, deeds of trust, liens, mortgages, etc., against the Property at or prior to the Closing at Contributor’s sole cost and expense with no right of reimbursement from Recipient. If Contributor is unwilling or unable to remove such party as set forth above over monetary encumbrances, deeds of trust, liens, mortgages, etc., against the fair market value of any and all liabilities which are not returned by such party Property at or prior to the Closing, Recipient shall have the right to exercise the remedy contained in each case taking into account the terms of the Acquisition Agreement. Such Note shall bear interest at the then "Prime Rate" as listed in the Money Rates Section of the Wall Street Journal, and all interest and principal thereunder shall be due and payable one month after the date of execution of such Note4.2(a).

Failure of Conditions. In If Closing shall not have occurred on or before the event that as of July 1Closing Date, 1998 for any reason any and the Agreement has not been terminated pursuant to Section 6.03(a), either party shall be entitled to terminate this Agreement, provided, however, should Closing not occur due to a breach by one of the conditions set forth in Section 2 (parties, the "Conditions") are not met, MainStreet non-breaching party shall have the optionright to pursue all remedies provided for herein, exercisable by written notice including but not limited to UCI on or before July 8Section 10.1. In such event, 1998 Purchaser shall receive a full refund of the ▇▇▇▇▇▇▇ Money and all interest accrued thereon. The immediately preceding sentence shall not in any way limit Purchaser’s right to either terminate this Agreement with respect to the Facility under Section 2.07. (a) Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time upon the occurrence of any one of the following: (i) require UCI on or prior to continue to use its reasonable best efforts to complete the Conditions no later than July 31, 1998, or Closing Date by mutual consent of Sellers and Purchaser; (ii) unwind the transactions as herein provided (an "Unwind Event"). In the case of an Unwind Event on or if the Conditions have not been met by July 31, 1998, the parties to the Acquisition Agreement shall immediately take all actions in their best efforts to restore the parties to the respective positions they held prior to the closing expiration of the transactions contemplated in the Acquisition Agreement. In this connectionInspection Period by Purchaser; (iii) by Purchaser if, without limiting the generality of the foregoing, each party on or prior to the Acquisition Closing Date, satisfaction of any condition to Purchaser’s obligations under Section 6.01 of this Agreement becomes impossible or impracticable with the use of commercially reasonable efforts (unless the failure results primarily from Purchaser’s breaching any representation, warranty or covenant herein) and such condition shall not have been waived by Purchaser; (aiv) undertake all such actions necessary so thatby Sellers if, on or prior to the greatest extent reasonably practicableClosing Date any condition to Sellers’ obligations under Section 6.02 of this Agreement becomes impossible or impracticable with the use of commercially reasonable efforts (unless the failure results primarily from Sellers’ breaching any representation, all liabilities warranty or covenant herein) and assets transferred from any party such condition shall not have been waived by Sellers; (v) by Purchaser or Sellers if Closing shall not have taken place by the Closing Date as provided in the Acquisition are transferred back Section 7.01 hereof; or (vi) by Purchaser pursuant to such partySections 3.01(n), 4.01(a)(13), 5.03, 5.04, 8.01 or 8.02 hereof. (b) shall execute and deliver any The ▇▇▇▇▇▇▇ Money and all deeds, bills of sale, assignments, assumptions, and other instruments of conveyance or assumption as interest accrued thereon shall be reasonably required returned to Purchaser in the event of a termination of this Agreement under clauses (i), (ii), (iii), (iv) or (vi) of Section 6.03(a); provided however, that Purchaser shall not be entitled to return such liabilities and assets, of the ▇▇▇▇▇▇▇ Money under clauses (iii) and (civ) perform such other acts as set forth if the failure results from Purchaser’s breach of any representation, warranty or covenant herein. The ▇▇▇▇▇▇▇ Money shall be disbursed to Sellers in the Acquisition event of a termination of this Agreement concerning the unwinding by Sellers under clause (v) of the transactions contemplated Section 6.03(a), in the Acquisition Agreement. The Transferees will use commercially reasonable efforts to hold separate and segregate the Assets until the conditions set forth in Section 2 above are satisfied. In the event for any reason a party (the Maker") is unable to return to any other party (the "Holder") any assets (including any cash) or liabilities received by or from the Holder pursuant to the Acquisition Agreement, the Maker shall immediately execute and delivery to the Holder a promissory note (the "Note") in favor of the Holder in an original principal amount equal to, accordance with respect to any party, the excess, if any, of the amount of the fair market value of any and all assets which are not returned by such party as set forth above over the fair market value of any and all liabilities which are not returned by such party in each case taking into account the terms of Section 10.01 hereof; otherwise, the Acquisition Agreement. Such Note shall bear interest at the then "Prime Rate" as listed in the ▇▇▇▇▇▇▇ Money Rates Section of the Wall Street Journal, and all interest and principal thereunder accrued thereon shall be due and payable one month after the date of execution of such Notereturned to Purchaser.

Failure of Conditions. In the event that as of July 1, 1998 for any reason any of the conditions set forth in Section 2 (the "Conditions") are not met, MainStreet shall have the option, exercisable by written notice to UCI on or before July 8, 1998 to either If (i) require UCI Seller shall be unable to continue give title, make conveyance or deliver possession of the Property, all as herein stipulated, (ii) at the time of the Closing the Property does not conform with the provisions hereof in all material respects or (iii) any other condition to use its reasonable best efforts Purchaser's obligation to complete purchase the Conditions no later than July 31Property shall not be satisfied or waived at the time of the Closing (each such event referred to in the foregoing clauses (i), 1998(ii) and (iii) being hereinafter called a "Failure of Condition"), then Seller, for a Failure of Condition arising out of clause (i) or (ii) unwind ), and Purchaser, at Purchaser's election, for a Failure of Condition arising out of clause (iii), shall give written notice thereof to the transactions as herein provided (an "Unwind Event"). In other at or before the case time of an Unwind Event or if the Conditions have not been met by July 31Closing, 1998and thereupon, at Seller's option, the parties to the Acquisition Agreement shall immediately take all actions in their best efforts to restore the parties to the respective positions they held prior to the closing time of the transactions contemplated in the Acquisition Agreement. In this connection, without limiting the generality of the foregoing, each party to the Acquisition Agreement shall (a) undertake all such actions necessary so that, to the greatest extent reasonably practicable, all liabilities and assets transferred from any party in the Acquisition are transferred back to such party, (b) shall execute and deliver any and all deeds, bills of sale, assignments, assumptions, and other instruments of conveyance or assumption as Closing shall be reasonably required extended for a period of up to return such liabilities and assets60 days, and (c) perform such other acts as set forth in the Acquisition Agreement concerning the unwinding of the transactions contemplated in the Acquisition Agreement. The Transferees will during which time ▇▇▇▇▇▇ ▇▇▇ll use commercially reasonable efforts to hold separate cure such Failure of Condition. Such efforts of Seller to cure such Failure of Condition shall not require Seller to expend more than $300,000 in costs and segregate the Assets until the conditions set forth expenses in Section 2 above are satisfied. In the event for such efforts; provided, however, if any reason a party (the Maker") is unable to return to any other party (the "Holder") any assets (including any cash) or liabilities received by or from the Holder pursuant such Failure of Condition relating to the Acquisition Agreement, the Maker shall immediately execute and delivery condition of title to the Holder Land and Improvements is a promissory note (result of a voluntary consensual action by Seller to so encumber the "Note") in favor title to the Land and Improvements such dollar limit to Seller's efforts shall not apply. If the time of the Holder Closing is extended and if at the end of such extension period Seller shall have failed so to cure such Failure of Condition, as herein provided, or if at the Closing there is a Failure of Condition and the time of the Closing is not extended by Seller, and, in an original principal amount equal to, with respect to any party, the excesseither such instance, if anyPurchaser, at its election, does not waive any such Failures of Condition, then the amount of the fair market value of any and all assets which are not returned by such party as set forth above over the fair market value of any and all liabilities which are not returned by such party in each case taking into account the terms of the Acquisition Agreement. Such Note shall bear interest at the then "Prime Rate" as listed in the Money Rates Section of the Wall Street Journal, Deposit and all interest and principal thereunder accrued thereon shall be due forthwith refunded to Purchaser and payable one month after all other obligations of the date of execution of such Noteparties hereto shall cease and this Agreement shall be null and void and the parties hereto shall have no further obligation or liability arising hereunder (except for Purchaser's obligations (i) for Violations, which shall continue in accordance with Paragraph 18 and (ii) as otherwise provided in Paragraph 20).

Failure of Conditions. In If any condition specified in Section 9.1(d), (f), (i), (m) or (n) is not satisfied on or before the event that applicable Closing Date, either Buyer or the applicable Seller shall have the right extend such Closing Date by written notice to the other party(ies) for a sufficient time (but not to exceed 15 days) within which to cure or satisfy such condition and if a party elects to extend such Closing Date, such Seller shall immediately commence prosecution of such cure or satisfaction. If any condition specified in any other provision of Section 9.1 is not cured or satisfied on or before the applicable Closing Date, or any condition specified in Section 9.1(d), (f), (i), (m) or (n) is not satisfied within the 15-day or shorter period set forth above (if such Closing Date was extended as of July 1aforesaid) or if no party exercises such extension right, 1998 Buyer may, at its option, and in its sole and absolute discretion, (a) extend the applicable Closing Date to allow such Seller a sufficient time (but not to exceed 15 days) within which to cure or satisfy such condition, (b) waive any such condition which can legally be waived either at the time originally established for such Closing or at any reason any time on or before the 15th day thereafter and proceed to such Closing without adjustment or abatement of the conditions Purchase Price, (c) terminate this Agreement as to the Bridgepoint Property only if such condition relates to the Bridgepoint Property or all of the remaining Properties only if such condition does not relate to the Bridgepoint Property by written notice to the applicable Seller or (d) if such condition is the condition set forth in Section 2 9.1(i) with respect to estoppels or such condition has a Material Adverse/Economic Effect, either (1) terminate this Agreement as to such Seller and such Seller’s Property (provided this Agreement shall remain in effect with respect to all other Properties) or (2) proceed to such Closing and receive a credit at such Closing in an amount equal to the "Conditions"Remedial Cost with respect to such matter, not to exceed $100,000. If Buyer elects to terminate this Agreement in whole or in part as aforesaid, Buyer shall do so by delivering a Termination Notice to the applicable Seller(s) are not metwithin three (3) Business Days after the applicable Closing Date, MainStreet or the expiration of such 15 day (or shorter) period, if applicable. In addition, if Buyer elects to terminate this Agreement as to either the Aurora Property or Park 355 Property, the applicable Sellers shall have the option, exercisable right to terminate this Agreement as to all of the Non-Bridgepoint Properties by written notice delivered to UCI on or before July 8Buyer within five (5) days after receipt of the Termination Notice; provided, 1998 however, if such Seller(s) exercises such termination right, Buyer shall have the right to either (i) require UCI rescind the Termination Notice by giving written notice to continue to use its reasonable best efforts to complete the Conditions no later than July 31, 1998, or (ii) unwind the transactions as herein provided (an "Unwind Event"applicable Seller within 2 Business Days after Buyer’s receipt of such notice from such Seller(s). In the case of an Unwind Event a full or if partial termination of this Agreement, Escrow Agent shall refund to Buyer the Conditions have not been met by July 31applicable Property Deposit, 1998less the Independent Contract Consideration applicable to such Property (which Escrow Agent shall deliver to such Seller), the parties to the Acquisition Agreement and Buyer and Seller shall immediately take all actions in their best efforts to restore the parties to the respective positions they held prior to the closing each pay one half of the transactions contemplated in the Acquisition Agreement. In this connection, without limiting the generality of the foregoing, each party to the Acquisition Agreement shall (a) undertake all such actions necessary so that, to the greatest extent reasonably practicable, all liabilities and assets transferred from any party in the Acquisition are transferred back cancellation charges as to such party, Property (bunless a Seller is in breach or default hereunder in which case such Seller shall pay the cancellation charges as to such Property) shall execute and deliver any and all deeds, bills of sale, assignments, assumptions, and other instruments of conveyance or assumption as shall be reasonably required to return such liabilities and assets, and (c) perform such other acts as set forth in the Acquisition Agreement concerning the unwinding of the transactions contemplated in the Acquisition Agreement. The Transferees will use commercially reasonable efforts to hold separate and segregate the Assets until the conditions set forth in Section 2 above are satisfied. In the event for any reason a party (the Maker") is unable to return to any other party (the "Holder") any assets (including any cash) or liabilities received by or from the Holder pursuant to the Acquisition Agreement, the Maker shall immediately execute and delivery to the Holder a promissory note (the "Note") in favor of the Holder in an original principal amount equal to, with respect to any party, the excess, if any, of Escrow Agent and Title Company, and this Agreement shall be of no further force or effect as to such Seller and its Property and neither party shall have any further rights or obligations hereunder as to one another (other than pursuant to any provision hereof which expressly survives the amount termination of this Agreement), but this Agreement will remain in full force and effect as to all other Properties. In addition to (and notwithstanding) the foregoing, if the failure of the fair market value of any and all assets which are not returned condition is due to a breach by such party as Seller hereunder, Buyer may terminate this Agreement to the extent set forth above over the fair market value of any and all liabilities which are not returned by such party in each case taking into account the terms of the Acquisition Agreement. Such Note shall bear interest at the then "Prime Rate" as listed in the Money Rates recover its costs and expenses under Section of the Wall Street Journal, and all interest and principal thereunder shall be due and payable one month after the date of execution of such Note13.1(i).

Failure of Conditions. In The conditions in Sections 7.1 and 7.2 may only be waived by the event that as of July 1, 1998 for any reason any party in whose favor such conditions exist (the “Favored Party”) in writing or by the consummation of the conditions set forth in Section 2 Closing (the "Conditions") are which will be deemed a waiver of all such conditions). If any such condition is not met, MainStreet shall have the option, exercisable by written notice to UCI satisfied on or before July 8the original Closing Date, 1998 to either (i) require UCI to continue to use then the Favored Party will, as its reasonable best efforts to complete sole and exclusive remedy, have the Conditions no later than July 31, 1998, or (ii) unwind the transactions as herein provided (an "Unwind Event"). In the case of an Unwind Event or if the Conditions have not been met by July 31, 1998, the parties to the Acquisition Agreement shall immediately take all actions in their best efforts to restore the parties to the respective positions they held prior to the closing of the transactions contemplated in the Acquisition Agreement. In this connection, without limiting the generality of the foregoing, each party to the Acquisition Agreement shall right to: (a) undertake all if, on or before 3:00 p.m. Detroit, MI, time on the original Closing Date, the other party (the “Other Party”) notifies the Favored Party that the Other Party would nonetheless like to attempt to satisfy such actions necessary condition (which each party in its capacity as the Other Party will have the right but not the obligation to do), extend the Closing Date for up to thirty (30) days to permit the Other Party to do so that, by delivering written notice thereof to the greatest extent reasonably practicableOther Party within two (2) business days after the originally scheduled Closing Date, all liabilities and assets transferred from any party in which case the Acquisition are transferred back to Closing Date will be the date that is ten (10) days after the earlier of the waiver or timely satisfaction of such partycondition or such earlier date as the parties agree to, (b) waive such condition, (c) terminate this Agreement by written notice thereof to the Other Party within two (2) business days after the originally scheduled Closing Date or the end of the cure period, if any, provided pursuant to clause (a) above if, by the end of such cure period, such condition has not been satisfied, in which case this Agreement will automatically terminate, the Title Company shall execute and deliver any and all deeds, bills of sale, assignments, assumptionspromptly return the Deposit to Purchaser, and other instruments the parties will be relieved from any further obligations hereunder, except for the Surviving Obligations, or (d) if the failure of conveyance the condition is due to a breach by the Other Party of this Agreement, pursue any of its remedies under Article 12. If the failure of any such condition is not due to a breach by the Other Party of this Agreement and the Favored Party fails to extend the Closing Date, if applicable, waive such condition, or assumption as shall be reasonably required terminate this Agreement pursuant to return such liabilities and assetsclauses (a), (b), and (c) perform such other acts as set forth in the Acquisition Agreement concerning the unwinding of the transactions contemplated in preceding sentence, respectively, then the Acquisition Agreement. The Transferees Favored Party will use commercially reasonable efforts be deemed to hold separate and segregate the Assets until the conditions set forth in Section 2 above are satisfied. In the event for any reason a party (the Maker") is unable to return to any other party (the "Holder") any assets (including any cash) or liabilities received by or from the Holder have terminated this Agreement pursuant to the Acquisition Agreement, the Maker shall immediately execute and delivery to the Holder a promissory note such clause (the "Note") in favor of the Holder in an original principal amount equal to, with respect to any party, the excess, if any, of the amount of the fair market value of any and all assets which are not returned by such party as set forth above over the fair market value of any and all liabilities which are not returned by such party in each case taking into account the terms of the Acquisition Agreement. Such Note shall bear interest at the then "Prime Rate" as listed in the Money Rates Section of the Wall Street Journal, and all interest and principal thereunder shall be due and payable one month after the date of execution of such Notec).

Failure of Conditions. In the event that (a) If any condition described in Section 9.1 is not satisfied as of July 1the Closing Date, 1998 then Company may, at its sole option and as its sole and exclusive remedy: (i) extend the Closing Date for up to an additional thirty (30) days to allow for the satisfaction of such conditions, by written notice thereof to Owner and the Title Company; (ii) proceed to Closing without any reason abatement or reduction in the Purchase Price; or (iii) terminate this Agreement by written notice thereof to Owner and the Title Company at any time on or before the Closing. If the Company so extends the Closing Date and any such conditions remain unsatisfied at the end of such extended period, then the Company shall have the option, in its sole discretion, to either: (i) terminate this Agreement by written notice thereof to Owner and the Title Company; or (ii) proceed to the Closing without abatement or reduction in the Purchase Price. Upon termination of this Agreement pursuant to this Section 9.3, the Deposit shall be returned to the Company, and neither party shall have any further rights, obligations or liabilities under this Agreement, except for the obligations set forth in this Agreement that expressly survive termination of this Agreement. The conditions set forth in this Section 9.3 are for the Company's sole benefit, and the Company may, in its sole discretion, waive (conditionally or absolutely) the fulfillment of any one or more of the conditions, or any part thereof. Owner shall not take or authorize, directly or indirectly, any action that modifies or changes the circumstances upon which the conditions set forth in Section 2 9.1 were deemed satisfied or waived by the Company without the Company's prior written consent. (b) If any condition described in Section 9.2 is not satisfied as of the "Conditions"Closing Date, then Owner may, as its sole and exclusive remedy, (i) are not metextend the Closing Date for up to an additional thirty (30) days to allow for the satisfaction of such conditions, MainStreet by written notice thereof to the Company; (ii) terminate this Agreement by written notice thereof to the Company at any time on or before the Closing; or (iii) proceed to the Closing without any abatement or reduction in the Purchase Price. If the Owner so extends the Closing Date and any such conditions remain unsatisfied at the end of such extended period, then the Owner shall have the option, exercisable in its sole discretion, to either: (i) terminate this Agreement by written notice thereof to UCI on or before July 8, 1998 to either (i) require UCI to continue to use its reasonable best efforts to complete Owner and the Conditions no later than July 31, 1998, Title Company; or (ii) unwind proceed to the transactions as herein provided (an "Unwind Event"Closing without abatement or reduction in the Purchase Price. Upon termination of this Agreement under this Section 9.3(b). In the case of an Unwind Event or if the Conditions have not been met by July 31, 1998, the parties Deposit shall be returned to the Acquisition Agreement Owner, and thereafter neither party shall immediately take all actions in their best efforts have any further rights, obligations or liabilities under this Agreement, other than with respect to restore the parties those rights and obligations that are expressly to the respective positions they held prior to the closing survive a termination of the transactions contemplated in the Acquisition this Agreement. In this connection, without limiting the generality of the foregoing, each party to the Acquisition Agreement shall (a) undertake all such actions necessary so that, to the greatest extent reasonably practicable, all liabilities and assets transferred from any party in the Acquisition are transferred back to such party, (b) shall execute and deliver any and all deeds, bills of sale, assignments, assumptions, and other instruments of conveyance or assumption as shall be reasonably required to return such liabilities and assets, and (c) perform such other acts as The conditions set forth in this Section 9.3(b) are for Owner's sole benefit, and Owner may, in its sole discretion, waive the Acquisition Agreement concerning the unwinding fulfillment of any one or more of the transactions contemplated in conditions, or any part thereof. Company shall not take or authorize, directly or indirectly, any action that modifies or changes the Acquisition Agreement. The Transferees will use commercially reasonable efforts to hold separate and segregate the Assets until circumstances upon which the conditions set forth in Section 2 above are satisfied9.2 were deemed satisfied or waived by the Owner without the Owner's prior written consent. 19 <PAGE> (c) In addition to and without limiting the event for any reason a party provisions of Section 9.3(a) and (b) above, Owner and the Maker") is unable to return to any other party (Company agree that each shall have the "Holder") any assets (including any cash) or liabilities received by or from the Holder pursuant unilateral right upon written notice to the Acquisition Agreementother and the Title Company, to extend the Maker shall immediately execute and delivery Closing Date for such period of time as may be necessary for the Existing Lender to finally approve or disapprove the Holder a promissory note (the "Note") in favor of the Holder in an original principal amount equal to, with respect to any party, the excess, if any, of the amount of the fair market value of any and all assets which are not returned by such party as set forth above over the fair market value of any and all liabilities which are not returned by such party in each case taking into account the terms of the Acquisition Agreement. Such Note shall bear interest at the then "Prime Rate" as listed in the Money Rates Section of the Wall Street Journal, and all interest and principal thereunder shall be due and payable one month after the date of execution of such NoteApplication.

Failure of Conditions. In the event that as of July 1, 1998 for any reason If any of the conditions set forth in Section 2 (the "Conditions") are 8.1 is not mettimely satisfied or waived by Seller in writing, MainStreet Seller shall have the option, exercisable right to terminate this Agreement by written notice given to UCI on or before July 8, 1998 to either Buyer within five (i5) require UCI to continue to use its reasonable best efforts to complete business days following the Conditions no later than July 31, 1998, or (ii) unwind the transactions as herein provided (an "Unwind Event")date for satisfaction of such condition. In the case If any of an Unwind Event or if the Conditions have not been met by July 31, 1998, the parties to the Acquisition Agreement shall immediately take all actions in their best efforts to restore the parties to the respective positions they held prior to the closing of the transactions contemplated in the Acquisition Agreement. In this connection, without limiting the generality of the foregoing, each party to the Acquisition Agreement shall (a) undertake all such actions necessary so that, to the greatest extent reasonably practicable, all liabilities and assets transferred from any party in the Acquisition are transferred back to such party, (b) shall execute and deliver any and all deeds, bills of sale, assignments, assumptions, and other instruments of conveyance or assumption as shall be reasonably required to return such liabilities and assets, and (c) perform such other acts as set forth in the Acquisition Agreement concerning the unwinding of the transactions contemplated in the Acquisition Agreement. The Transferees will use commercially reasonable efforts to hold separate and segregate the Assets until the conditions set forth in Section 2 above 8.2 is not timely satisfied or waived by Buyer in writing, Buyer shall have the right to terminate this Agreement by written notice given to Seller within five (5) business days following the date for satisfaction of such condition. If either party shall so terminate this Agreement, this Agreement and the rights and obligations of Buyer and Seller shall terminate and be of no further force or effect, except as to those matters which are satisfiedspecifically stated in this Agreement to survive termination, and except as to the rights of the nondefaulting party if the failure of condition shall constitute a default by the other party. In the event for any reason a party (the Maker") that this Agreement is unable to return to any other party (the "Holder") any assets (including any cash) or liabilities received by or from the Holder terminated pursuant to the Acquisition provisions of this Section 8.3, and neither Seller nor Buyer is in default pursuant to this Agreement, the Maker shall immediately execute and delivery Title Company is hereby instructed to return promptly to the Holder a promissory note party which placed such items into Escrow all funds (including the "Note") in favor of the Holder in an original principal amount equal to, with respect to any party, the excess, if any, of the amount of the fair market value of any and all assets which are not returned by such party as set forth above over the fair market value of any and all liabilities which are not returned by such party in each case taking into account the terms of the Acquisition Agreement. Such Note shall bear interest at the then "Prime Rate" as listed in the Money Rates Section of the Wall Street JournalDeposit, and all accrued interest thereon, which is to be promptly returned to Buyer) and principal thereunder shall be due and payable one month after documents which are held by the Title Company on the date of execution termination. In the event of any such Notetermination, the Option Payment shall be retained by Seller. Notwithstanding any of the above provisions of Section 8.3 to the contrary, in the event of a termination of this Agreement by reason of a failure of the conditions set forth in Sections 8.1.5, 8.2.5 (by reason of a default of Seller or 625 ▇▇▇▇▇▇▇▇ only), or 8.2.7, Seller shall return the Option Payment to Buyer within two (2) business days thereafter. Further, in the event of a termination of this Agreement by reason of the failure of the conditions set forth in Sections 8.1.6 and 8.2.8, if Buyer has previously paid the Option Payment to Seller, Seller shall 1. In the event of a default by Seller, the Deposit and all interest accrued thereon and the Option Payment shall be returned to Buyer within two (2) business days thereafter.