Common use of Purchaser’s Conditions Clause in Contracts

Purchaser’s Conditions. Purchaser's obligation to purchase the Property is subject to the satisfaction of the following conditions precedent, any or all of which may be waived by Purchaser: (a) Seller shall have delivered to Purchaser Tenant Estoppel Certificates, dated as of a date not more than forty-five (45) days prior to the Closing Date, from the holders of the tenants' interest under Leases which demise not less than 80% of the rentable square footage demised as of the date hereof under the Leases. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% of the rentable square footage demised under the Leases as of the date hereof, Seller may (but shall not be obligated to) satisfy the foregoing condition by executing and delivering to Purchaser at Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been set forth in the Tenant Estoppel Certificate(s) for any Leases selected by Seller and for which Seller has been unable to obtain a Tenant Estoppel Certificate, to the extent necessary to increase to 80% of the rentable square footage demised under Leases as of the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes of this Agreement, the term "TENANT ESTOPPEL CERTIFICATE" shall mean a certificate in the form of Exhibit D annexed hereto, provided that if any Lease prescribes the form or contents of an estoppel certificate to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;

Purchaser’s Conditions. Purchaser's obligation to purchase the Property is ’s obligations under this Agreement are subject to the satisfaction of the following conditions precedent, any or all of which may be waived by Purchaserconditions: (a) Seller All representations and warranties of Sellers in this Agreement shall be true in all material respects with respect to an Asset on and as of the Applicable Closing Date for such Asset; (b) Any supplement to the Disclosure Memorandum delivered by Sellers prior to the Applicable Closing for an Asset shall not reflect a Material Adverse Effect, collectively, with respect to the Assets to be transferred and conveyed at such Applicable Closing; (c) Sellers shall have performed and complied in all material respects with all of their obligations under this Agreement with respect to an Asset which are to be performed or complied with by Sellers prior to or on the Applicable Closing Date for such Asset; (d) Sellers shall have obtained and delivered to Purchaser the Consents as to the Tenant Leases to be transferred and assigned to Purchaser on the Applicable Closing Date; (e) No Order shall then exist that enjoins or prevents the consummation of any of the transactions contemplated hereby; (f) Sellers shall have delivered the items required by Section 2.4(a) hereof; (g) With respect to the Interim Closing only, the Epic Lease Amendment shall have been fully executed and Purchaser Tenant Estoppel Certificatesshall have received confirmation, dated as reasonably acceptable to Purchaser, that the full execution of a date the Epic Lease Amendment will resolve pending issues with the appropriate agency or department of the Commonwealth of Virginia with respect to reimbursement payments from such agency or department relating to the Facilities that are subject to the Epic Lease Amendment. In the event that any of the conditions set forth in this Section 7.2 is not more than forty-five (45) days satisfied, in the reasonable judgment of Purchaser, prior to the Applicable Closing Date, from Purchaser shall have the holders option either (x) to waive such unsatisfied condition and proceed in accordance with the terms of the tenants' interest under Leases which demise this Agreement, or (y) to terminate this Agreement with respect to any Closing that has not less than 80% of the rentable square footage demised occurred as of the date hereof under the Leases. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% of the rentable square footage demised under the Leases as of the date hereof, Seller may (but shall not be obligated to) satisfy the foregoing condition by executing and delivering to Purchaser at Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been set forth in the Tenant Estoppel Certificate(s) for any Leases selected by Seller and for which Seller has been unable to obtain a Tenant Estoppel Certificate, to the extent necessary to increase to 80% of the rentable square footage demised under Leases as of the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes of this Agreement, the term "TENANT ESTOPPEL CERTIFICATE" shall mean a certificate in the form of Exhibit D annexed hereto, provided that if any Lease prescribes the form or contents of an estoppel certificate to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;termination.

Purchaser’s Conditions. Purchaser's obligation to purchase proceed with the Property Closing is subject to the satisfaction satisfaction, as of the Closing Date, of the following conditions precedent, any or all which shall be deemed satisfied upon the occurrence of which may be waived by PurchaserClosing: (ai) Seller the representations and warranties of Sellers set forth in this Agreement shall be true and correct, in all material respects, (except to the extent such representations and warranties speak as of an earlier date) as though made at and as of the Closing; (ii) Sellers shall have delivered performed, in all material respects, the covenants and agreements which Sellers were required to Purchaser Tenant Estoppel Certificates, dated as of a date not more than forty-five (45) days perform or satisfy at or prior to the Closing Closing; (iii) except for matters not customarily and appropriately obtained prior to the Closing, Purchaser shall have received evidence, in form reasonably satisfactory to its counsel, that all permits, consents, approvals, licenses, qualifications, and orders required by any governmental authority, or the terms of any of the Subject Interests, to be obtained have been obtained or waived; (iv) there shall be no action or proceeding pending or threatened before a court, arbitrator or governmental authority seeking to restrain or prohibit the consummation of the transaction contemplated by this Agreement or to obtain substantial damages from Purchaser related to this Agreement; (v) all Title Defects asserted in any Title Defect Notice shall have been (A) cured, (B) resolved pursuant to Section 5(e) or (C) waived in writing by Purchaser; and (vi) since the Effective Date, from there shall have been no material adverse change in the holders condition of the tenants' interest under Leases which demise not less than 80% Subject Leases, the Subject Lease Equipment or the Subject Pipeline Equipment, except depletion through normal production within authorized allowables, changes in rates of production that occur in the ordinary course of operation of the rentable square footage demised as Subject Leases, and depreciation of the date hereof under Subject Lease Equipment and the Leases. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% of the rentable square footage demised under the Leases as of the date hereof, Seller may (but shall not be obligated to) satisfy the foregoing condition by executing Subject Pipeline Equipment through ordinary wear and delivering to Purchaser at Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been set forth in the Tenant Estoppel Certificate(s) for any Leases selected by Seller and for which Seller has been unable to obtain a Tenant Estoppel Certificate, to the extent necessary to increase to 80% of the rentable square footage demised under Leases as of the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes of this Agreement, the term "TENANT ESTOPPEL CERTIFICATE" shall mean a certificate in the form of Exhibit D annexed hereto, provided that if any Lease prescribes the form or contents of an estoppel certificate to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;tear.

Purchaser’s Conditions. It shall be a condition precedent to Purchaser's ’s obligation to purchase the Property is subject to the satisfaction of close each Takedown, that the following conditions precedent, any or all of which may be waived by (“Purchaser’s Conditions Precedent”) have been satisfied: (ai) Seller Final Approval of the Entitlements for each respective Takedown by the County and all other applicable Authorities and recordation of the Final Plat thereof and such other Entitlements in the County Records as may be required by the County on or before the applicable Closing Date, as the same may be extended. (ii) Seller’s representations and warranties set forth herein shall have delivered be materially true and correct as of each Closing. (iii) The Title Company shall be irrevocably and unconditionally committed (subject only to Purchaser’s obligation to pay the portion of the Title Policy premium for which Purchaser is responsible under this Contract and satisfaction of any Title Company requirements applicable to Purchaser) to issue to Purchaser Tenant Estoppel Certificates, dated the applicable Title Policy with the endorsements as of a date not more than forty-five (45) days Purchaser may request and the Title Company agrees in writing to issue prior to the expiration of the Due Diligence Period, subject only to the Permitted Exceptions accepted by Purchaser in accordance with the provisions of this Contract. (iv) The Purchaser’s Condition Precedent in Section 5(b) regarding Offsite Infrastructure Improvements has been satisfied. (v) The Purchaser’s Condition Precedent in Section 5(b) regarding the WWRF Authorizations has been satisfied. (vi) The Joint Improvements Memorandum shall have been fully executed by all required parties. If the Purchaser’s Conditions Precedent are not satisfied on or before each respective Closing Date, from Purchaser may: (1) waive the holders unfulfilled Purchaser’s closing condition, (2) extend the applicable Closing Date for up to thirty (30) days to allow more time for Seller to satisfy the unfulfilled Purchaser’s Condition Precedent, or (3) as its sole remedy hereunder terminate this Contract as to such Takedown and any remaining Takedowns by written notice to Seller, delivered on or before two (2) business days after the applicable Closing Date, in which case each party shall thereupon be relieved of all further obligations and liabilities under this Contract, except as otherwise provided herein, and the tenants' interest Deposit made by Purchaser that has not been applied to the Purchase Price for Lots already acquired by Purchaser shall be returned to Purchaser. If Purchaser elects to extend the Closing Date under Leases which demise (2) and the unsatisfied Purchaser’s Condition Precedent is not less than 80% of the rentable square footage demised satisfied as of the date hereof under the Leases. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% last day of the rentable square footage demised thirty (30) day extension period, then Purchaser shall, as its sole remedy, elect to waive or terminate under (1) or (3). Failure to give notice as described above shall be an irrevocable waiver of Purchaser’s right to terminate this Contract as to the Leases as of affected Takedown pursuant to this Section 6(b). If Purchaser terminates or is deemed to terminate the date hereofContract pursuant to this paragraph, Seller may negate such termination by giving notice to Purchaser that Seller has elected to extend the applicable Closing Date by thirty (but shall not be obligated to30) days for the purpose of continuing its efforts to satisfy the foregoing unfulfilled Purchaser’s Condition Precedent, so long a such notice is given within one (1) business day after Purchaser’s termination, and Purchaser shall again have a termination right pursuant to this Section if such condition by executing and delivering to Purchaser at Closing a certificate from Seller (is not satisfied during the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been set forth in the Tenant Estoppel Certificate(s) for any Leases selected by Seller and for which Seller has been unable to obtain a Tenant Estoppel Certificate, to the extent necessary to increase to 80% of the rentable square footage demised under Leases as of the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes of this Agreement, the term "TENANT ESTOPPEL CERTIFICATE" shall mean a certificate in the form of Exhibit D annexed hereto, provided that if any Lease prescribes the form or contents of an estoppel certificate to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;extended period.

Purchaser’s Conditions. Purchaser's The respective obligation of each Purchaser to consummate the purchase of the Property is Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions precedent, (any or all of which may be waived by Purchaser:such Purchaser in writing, in whole or in part with respect to its Purchased Units, to the extent permitted by applicable Law): (ai) Seller Crosstex shall have delivered given each Purchaser at least two (2) Business Days prior written notice of the Closing Date; (ii) since the date of this Agreement, no Crosstex Material Adverse Effect shall have occurred and be continuing; (iii) since the date of this Agreement, Chief and its Subsidiaries shall not have experienced a Material Adverse Effect (as defined in the Chief Acquisition Agreement); (iv) Crosstex shall have consummated the Chief Asset Acquisition pursuant to Purchaser Tenant Estoppel Certificatesthe Chief Acquisition Agreement; (v) each of the conditions set forth in Section 2.05(b) of the XTXI Purchase Agreement (other than 2.05(b)(iii)) shall have been satisfied; (vi) the Devon Acquisition shall have been consummated pursuant to the Devon Acquisition Agreement; (vii) Crosstex shall have entered into a revised gas gathering agreement with Devon on terms substantially similar to those discussed with the purchasers; (viii) no notice of delisting shall have been received by Crosstex and a notification form and supporting documentation, dated as if any, related to the Common Units issuable on conversion of a date not more than forty-five the Purchased Units shall have been filed with the NASDAQ; (45ix) days Crosstex shall have performed and complied with the covenants and agreements contained in this Agreement which are required to be performed and complied with by Crosstex on or prior to the Closing Date, from ; (x) the holders representations and warranties of the tenants' interest under Leases which demise not less than 80% of the rentable square footage demised Crosstex contained in this Agreement that are qualified by materiality or Crosstex Material Adverse Effect shall be true and correct as of the date hereof under the Leases. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% of the rentable square footage demised under the Leases Closing Date as if made on and as of the Closing Date and all other representations and warranties shall be true and correct in all material respects as of the Closing Date as if made on and as of the Closing Date (except that representations made as of a specific date hereofshall be required to be true and correct as of such date only); (xi) Crosstex shall have delivered, Seller may (but shall not or caused to be obligated to) satisfy the foregoing condition by executing and delivering to Purchaser at Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been set forth in the Tenant Estoppel Certificate(s) for any Leases selected by Seller and for which Seller has been unable to obtain a Tenant Estoppel Certificatedelivered, to the extent necessary Purchasers at the Closing, Crosstex’s closing deliveries described in Section 2.06; and (xii) Crosstex shall have amended the Partnership Agreement in substantially the form attached as Exhibit C hereto, with such changes as the parties hereto agree, to increase to 80% provide for the issuance of the rentable square footage demised under Leases as of the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes of this Agreement, the term "TENANT ESTOPPEL CERTIFICATE" shall mean a certificate in the form of Exhibit D annexed hereto, provided that if any Lease prescribes the form or contents of an estoppel certificate to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;Senior Subordinated Series C Units.

Purchaser’s Conditions. Purchaser's obligation ’s obligations to purchase the Property is perform under this Agreement are subject to the fulfillment and satisfaction (or waiver in writing by Purchaser), at or prior to Closing, of each of the following conditions precedent, any or all of which may be waived by Purchaserconditions: (a) Seller shall have delivered to Purchaser Tenant Estoppel Certificatesshall, dated as of a date not more than forty-five (45) days prior the scheduled Closing Date, have performed and complied in all material respects with all agreements and obligations that are required to be performed or complied with by Seller on or before the Closing Date, from the holders including execution and delivery of all of the tenants' interest under Leases which demise not less than 80% documents, instruments, papers, and materials that are required hereunder to be executed and/or delivered by Seller pursuant to Section 7 hereof at or prior to Closing. (b) All of the rentable square footage demised representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the Closing Date (with appropriate modifications permitted under this Agreement) and provided that if any representation and warranty speaks as of a particular date hereof under or period, it will continue to speak as of such date or period. (c) The Title Company shall be prepared to issue the Leases. IfTitle Policy, however, Seller is unable subject only to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% the delivery of the rentable square footage demised under documents, materials, and funds described in Section 7 of this Agreement, the Leases as recordation of the date hereofDeed and payment of the applicable title insurance premiums. (d) Purchaser shall have received all consents and regulatory approvals, Seller may if any, that are necessary for the conveyance of the Property to Purchaser. (but e) None of the following shall not be obligated to) satisfy the foregoing condition by executing and delivering to Purchaser at Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been set forth in the Tenant Estoppel Certificate(s) for done by, against or have occurred with respect to any Leases selected by Seller and for which Seller has been unable to obtain a Tenant Estoppel CertificateSeller, Master Tenant, or Operator prior to the extent necessary to increase to 80% Closing: (i) the commencement of a case under Title 11 of the rentable square footage demised U.S. Code (as now constituted or hereafter amended) or under Leases any other applicable bankruptcy or other similar law; (ii) the appointment of a trustee or receiver of any property interest; (iii) an assignment for the benefit of creditors; (iv) an attachment, execution or other judicial seizure of a substantial property interest; (v) the taking of, failure to take or submission to any action indicating an inability to meet its financial obligations as they accrue; (vi) a dissolution or liquidation; or (vii) the occurrence of the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificateany Material Adverse Effect. For purposes of this Agreement, “Material Adverse Effect” shall mean any material adverse change with respect to the financial condition of Sellers, or in the business, operations, assets or cash flow of the Real Property, taken as a whole; provided, however, that the following shall not be deemed to constitute, and shall not be taken into account in determining whether or not a “Material Adverse Effect” has occurred and the term "TENANT ESTOPPEL CERTIFICATE" “Material Adverse Effect” shall mean a certificate not include the impact of (A) changes in laws, regulations or interpretations thereof by any approval authorities, (B) actions or omissions of Seller taken with the form prior written consent of Exhibit D annexed heretoPurchaser in contemplation of the transactions contemplated by this Agreement, provided that if any Lease prescribes (C) national or international hostilities, acts of terror, acts of war, epidemics, or natural disasters, (D) conditions affecting the form or contents of an estoppel certificate to be delivered by the tenantUnited States economy generally, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate (E) changes in such form or containing such contents;GAAP, and (F) conditions generally affecting skilled nursing facility and/or behavioral health industries (including seasonal fluctuations in occupancy).

Purchaser’s Conditions. Purchaser's The respective obligation of each Purchaser to consummate the purchase of the Property is Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions precedent, (any or all of which may be waived by Purchaser: (a) Seller shall have delivered such Purchaser in writing, in whole or in part with respect to Purchaser Tenant Estoppel Certificates, dated as of a date not more than forty-five (45) days prior to the Closing Date, from the holders of the tenants' interest under Leases which demise not less than 80% of the rentable square footage demised as of the date hereof under the Leases. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% of the rentable square footage demised under the Leases as of the date hereof, Seller may (but shall not be obligated to) satisfy the foregoing condition by executing and delivering to Purchaser at Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been set forth in the Tenant Estoppel Certificate(s) for any Leases selected by Seller and for which Seller has been unable to obtain a Tenant Estoppel Certificateits Purchased Units, to the extent necessary to increase to 80% of the rentable square footage demised under Leases as of permitted by applicable Law): (i) since the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes of this Agreement, no Regency Material Adverse Effect shall have occurred and be continuing; (ii) no notice of delisting shall have been received by Regency; (iii) the representations and warranties of Regency contained in this Agreement that are qualified by materiality or Regency Material Adverse Effect shall be true and correct as of the Closing Date as if made on and as of the Closing Date and all other representations and warranties shall be true and correct in all material respects as of the Closing Date as if made on and as of the Closing Date (except that representations made as of a specific date shall be required to be true and correct as of such date only); (iv) the Purchased Units shall have been approved for listing on the NASDAQ, subject to notice of issuance; (v) the Joint Venture Agreement shall have been amended to conform to substantially similar terms as those in the term "TENANT ESTOPPEL CERTIFICATE" sheet provided to the Purchasers and attached hereto as Exhibit C; (vi) Regency shall mean a certificate have obtained binding obligations to fund its capital contribution to the Joint Venture to fund the LD Acquisition of (1) gross equity proceeds of at least $150 million pursuant to this Agreement; and (2) at least $427.5 million in cash from the form issuance or incurrence of Exhibit D annexed hereto(A) borrowings under the Regency Credit Facility, provided that if and/or (B) unsecured senior notes and/or (C) the incurrence of unsecured senior bridge loans under an unsecured senior bridge facility. The weighted average total effective yield for the aggregate of all such debt shall be no more than 8.0%. Such requirement in clause (2) above shall be reduced by any Lease prescribes the form equity raised in excess of $150 million; and (vii) Regency shall have delivered, or contents of an estoppel certificate caused to be delivered by delivered, to the tenantPurchasers at the Closing, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate Regency’s closing deliveries described in such form or containing such contents;Section 2.05.

Purchaser’s Conditions. Purchaser's The obligation of Purchaser to purchase consummate the Property Purchase and Sale and the other Transactions contemplated under this Agreement is subject to the satisfaction conditions that: (A) the representations and warranties of the following conditions precedent, Company and Sellers set forth in Articles IV and V below shall be true and correct in all material respects on and as of the Closing Date (except that any or such representations and warranties that include a materiality qualifier shall be true and correct in all respects on and as of the Closing Date); (B) the Company and Sellers shall have performed in all material respects all of which may their respective covenants and agreements set forth herein that are required to be waived performed by Purchaser: (a) Seller shall have delivered to Purchaser Tenant Estoppel Certificates, dated as any of a date not more than forty-five (45) days them on or prior to the Closing Date; (C) the Company and Sellers shall have executed and delivered the agreements, from documents, instruments and certificates, and taken such other and further actions, as are set forth in Section 3.5 hereinbelow; (D) the holders of the tenants' interest under Leases which demise not less than 80% ▇▇▇▇▇▇ Safe and ▇▇▇▇▇ Safe shall have surrendered the same to Company for cancellation and with no further liability thereunder on the part of Company (or any other Person) thereunder (the “SAFEs Condition”); (E) all consents and notices required in order to approve the Purchase and Sale (as set forth in the Section 4.7(b) of the rentable square footage demised Company Disclosure Schedule (as hereinafter defined)) shall have been obtained or given (as applicable) and be and remain in full force and effect (“Required Approvals”); (F) since December 31, 2020, there shall have been no material adverse change in the Company, its business, any of the date hereof under the Leases. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% material Company Intellectual Property (as defined in Section 4.4 below) or its liabilities or prospects; and (G) Purchaser’s Listing of Additional Shares Notification form (“Nasdaq LAS”) shall have been filed with Nasdaq in respect of the rentable square footage demised under Transactions (“Purchaser’s Transaction LAS”) and (i) no adverse action shall have been taken by Nasdaq in respect thereof on or before the Leases fifteenth (15th) calendar day following the filing thereof or (ii) if such adverse action shall have been taken by Nasdaq prior on or before such fifteenth (15th) calendar day, Purchaser shall have resolved the same to its reasonable satisfaction (as the case may be, the “Nasdaq Condition”). Without limiting the generality of Section 7.3 below, Purchaser covenants and agrees that, if the Purchaser’s Transaction LAS has not been filed with Nasdaq prior to the date hereof, Seller may (but Purchaser shall not be obligated to) satisfy file the foregoing condition by executing and delivering to Purchaser at Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been set forth in the Tenant Estoppel Certificate(s) for any Leases selected by Seller and for which Seller has been unable to obtain a Tenant Estoppel Certificate, to the extent necessary to increase to 80% of the rentable square footage demised under Leases same with Nasdaq as of promptly as practicable on or after the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes of this Agreement, the term "TENANT ESTOPPEL CERTIFICATE" shall mean a certificate in the form of Exhibit D annexed hereto, provided that if any Lease prescribes the form or contents of an estoppel certificate to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;hereof.

Purchaser’s Conditions. Purchaser's The obligation of the Purchaser to complete the purchase of the Property Purchased Shares contemplated herein, is subject to the satisfaction fulfillment of each of the following conditions precedent, any at or all before the Time of which Closing (or such other date as may be provided) unless waived in writing by the Purchaser: (a) Seller The Vendor shall have executed, delivered and performed all agreements on its part to be performed hereunder; all representations and warranties contained in Section 2 shall be true at the Time of Closing, without any changes permitted under this Section, except such changes as may have been approved in writing by the Purchaser; and at the Time of Closing the Purchaser shall have been furnished with a certificate from the Vendor to the effect that such representations and warranties are true without changes as aforesaid. (b) No litigation or proceeding shall be pending or threaten to restrain, set aside or invalidate the transaction contemplated by, or to obtain substantial damages in respect of, this Agreement or the Vendor's ownership of the Purchased Shares, or operation of the Business. (c) The Vendor shall have delivered to the Purchaser Tenant Estoppel Certificatesresignations of all directors and officers of the Corporation, dated and shall have caused the election of a director or directors designated by the Purchaser. (d) All necessary steps and corporate proceedings, as approved by counsel for the Purchaser, shall have been taken to permit the Purchased Shares to be duly and regularly transferred to the Purchaser. (e) The Purchaser shall have received an opinion of counsel for the Vendor in a form satisfactory to counsel for the Purchaser including matters such as: i) the due incorporation and organization of the Corporation; ii) the authorized and issued capital of the Corporation; iii) all the issued and outstanding shares of the Corporation having been duly issued and allotted as fully paid and non-assessable; iv) confirming that there is nothing in the corporate charter documents prohibiting the Corporation from owning its Assets and conduct its business; v) all necessary corporate action and proceedings have been taken to permit the due and valid transfer at the Time of Closing from the Vendor to the Purchaser of the Purchased Shares; and vi) the obligations of the Vendor in the Share Purchase Agreement and any ancillary agreements are legal, valid and binding obligations of the Vendor enforceable against the Vendor in accordance with its terms. (f) There shall be no loans outstanding between the Corporation and the Vendor or persons with whom the Corporation or the Vendor is not dealing at arm's length; (g) There shall have been no substantial damage by fire or other hazard to the physical Assets of the Corporation. In the event such damage has occurred, the Purchaser shall have the option of completing the transaction contemplated herein and directing the Vendor to cause the Corporation to accept the proceeds of the Insurance policies covering such fire or loss or of rescinding this Agreement. (h) The Vendor shall have delivered to the Purchaser an Indemnity Agreement in the form attached as Schedule 9. (i) There shall have been no change in the legal and beneficial ownership of the material Assets owned by the Corporation since the execution of this agreement excluding inventory sold or substituted and account receivables collected in the ordinary course of business. (j) The Purchaser shall have confirmed in writing that the Vendor may continue to use the occupied space at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ currently used by the Corporation for seven (7) months rent-free. It is understood that if the Vendor vacates such premises and give 30 days' notice to the Corporation, the Corporation will also be required to vacate the premises without any compensation for any remaining rent free period. (k) The Vendor shall have facilitated the assignment of the indebtedness and security held by 488605 Ontario Limited and ▇▇▇▇ ▇▇▇▇▇▇ in the Corporation in exchange for payment from the Purchaser to them of One Hundred and Seventy Thousand Dollars ($170,000.00) to be delivered to them on Closing by the Purchaser. (l) certified copies of (i) the charter documents and extracts from the by-laws of the Vendor and the Corporation relating to the execution of documents; (ii) all resolutions of the shareholders, the board of directors or any duly authorized committee thereof, of the Vendor and the Corporation approving the entering into of this Agreement and the Ancillary Agreements and the completion of all transactions contemplated hereunder and thereunder; and (iii) all other instruments evidencing necessary action of the Vendor and the Corporation and of authorizations, if any, with respect to such matters. (m) certificates of an officer of the Vendor certifying the names and true signatures of its officers authorized to sign this Agreement and the Ancillary Agreements to be delivered hereunder. (n) a certificate of status, compliance, good standing or like certificate with respect to the Corporation and the Vendor issued by appropriate government officials of the jurisdiction of its incorporation. (o) evidence that all necessary steps and proceedings as approved by counsel for the Purchaser, acting reasonably, to permit all of the Purchased Shares to be fully and regularly transferred to the Purchaser have been taken. (p) duly executed resolutions of the Vendor in its capacity as a shareholder of the Corporation, authorizing the completion of all related transactions and the transfer of the shares thereof to the Purchaser. (q) evidence satisfactory to the Purchaser that all encumbrances other than permitted encumbrances have been discharged or released as of a date not more than forty-five (45) days prior to the Closing Date, from . (r) the holders Purchaser shall have completed an assignment of all of the tenants' interest under Leases which demise not less than 80% of indebtedness (and security) owed by the rentable square footage demised as of Corporation to NTN Interactive Network Inc. and Chell Group Corporation for $1.00 in each case, on terms satisfactory to the date hereof under the LeasesPurchaser. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% of the rentable square footage demised under the Leases as of the date hereof, Seller may (but If any such conditions shall not be obligated to) satisfy fulfilled at the foregoing condition Time of Closing (or such other date as may be provided), the Purchaser may rescind this Agreement by executing and delivering to Purchaser at Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been set forth in the Tenant Estoppel Certificate(s) for any Leases selected by Seller and for which Seller has been unable to obtain a Tenant Estoppel Certificate, notice to the extent necessary to increase to 80% of the rentable square footage demised under Leases as of the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes of this Agreement, the term "TENANT ESTOPPEL CERTIFICATE" shall mean a certificate in the form of Exhibit D annexed hereto, provided that if any Lease prescribes the form or contents of an estoppel certificate to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate Vendor and in such form or containing such contents;event the Purchaser and Vendor shall be released from all obligations hereunder.

Purchaser’s Conditions. Purchaser's obligation to purchase the Property is subject to the satisfaction of the following conditions precedent, any or all of which may be waived by Purchaser: (a) Seller shall have delivered On or before 5:00 p.m. on the Purchaser’s Condition Date the Purchaser may conduct (subject to Purchaser Tenant Estoppel Certificatescompliance with other relevant provisions of this Agreement) any investigations, dated as of a date not more than forty-five (45) days prior inspections, reviews, tests and audits relating to the Closing DateSubject Assets and all Property Information (including, from the holders of the tenants' interest under Leases which demise not less than 80% of the rentable square footage demised as of the date hereof under the Leases. Ifwithout limitation, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% of the rentable square footage demised under the Leases as of the date hereof, Seller may (but shall not be obligated to) satisfy the foregoing condition by executing and delivering to Purchaser at Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been set forth in the Tenant Estoppel Certificate(s) for any Leases selected by Seller and for which Seller has been unable to obtain a Tenant Estoppel Certificate, title to the extent necessary Subject Assets and compliance with Applicable Laws) and the Transaction (collectively referred to increase to 80% of herein as the rentable square footage demised under Leases as of the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6“Due Diligence”) months or until such earlier date on which the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes deems necessary or desirable in its discretion. (b) Notwithstanding any other provisions of this Agreement, the term "TENANT ESTOPPEL CERTIFICATE" obligation of the Purchaser to complete the Transaction pursuant to this Agreement is subject to the condition that the Purchaser is satisfied with the Due Diligence in its sole absolute discretion on or before 5:00 p.m. on the Purchaser’s Condition Date. The Purchaser shall mean be deemed not to be satisfied with the results of its Due Diligence unless it delivers to the Vendor on or before 5:00 p.m. on the Purchaser’s Condition Date a certificate written notice in the form attached hereto (with the relevant details inserted therein) as Schedule E (the “Waiver Notice”) stating that it irrevocably waives the condition contained in this Subsection 2.5(b). If the Purchaser fails to give the Vendor the Waiver Notice prior to 5:00 p.m. on the Purchaser’s Condition Date, then this Agreement shall automatically terminate at such time and, upon such termination, the Purchaser and the Vendor shall be released from all obligations under this Agreement (except for those obligations which are expressly stated to survive the termination of Exhibit D annexed hereto, provided that if any Lease prescribes this Agreement) and the form or contents Deposit and all interest earned thereon shall be returned to the Purchaser. This provision shall survive the termination of an estoppel certificate to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;this Agreement.

Purchaser’s Conditions. In addition to any other conditions set forth herein, Purchaser's obligation ’s obligations hereunder are hereby conditioned upon Purchaser’s satisfaction with respect to purchase the Property is subject to the satisfaction each of the following conditions precedent, any or all of which may be waived by Purchasermatters: (a) That Seller shall have delivered complied with each and every obligation imposed upon Seller under this Agreement; (b) That each and every representation and warranty of Seller expressed herein shall be true, complete and accurate in all material respects as of the Effective Date and the Closing Date; (c) That Seller shall have terminated each Existing Contract other than the Approved Existing Contracts; (d) That each of the Tenant Estoppels required under Section 31 hereof have been received; and; (e) That the First Mortgage Lender consents to the assumption of existing debt, upon terms and conditions reasonably acceptable to Seller and Purchaser Tenant Estoppel Certificatesprovided that the First Mortgage Lender gives such consent within sixty (60) days after formal request by Purchaser. Purchaser shall make such formal request in writing to First Mortgage Lender within three (3) Business Days after the Effective Date. Purchaser shall give Seller written notice of such action, shall keep Seller reasonably informed of Purchaser’s progress in obtaining such consent, and within three (3) Business Day after Purchaser’s receipt shall provide Seller with a copy of such consent, if granted by the First Mortgage Lender together with the terms and conditions relating to the Loan Assumption, or, if received, any notice disapproving the Loan Assumption. Purchaser shall make reasonable and good faith efforts to satisfy the First Mortgage Lender’s requirements for the Loan Assumption. Purchaser shall bear its own costs, (but not any fees incurred by Seller for its counsel), associated with the Loan Assumption. Seller shall reasonably cooperate in the Loan Assumption process. Notwithstanding anything herein to the contrary, the parties agree that the written approval of Purchaser’s Loan Assumption by the First Mortgage Lender, in form and substance acceptable to Seller and Purchaser, is a condition precedent to the performance by both parties of their obligations under this Agreement, and it is hereby understood and agreed that the Loan Assumption shall be contingent upon: (i) First Mortgage Lender’s agreement that the Seller and any current non-recourse limited guarantors of the Loan will be released from any and all obligations under the Loan at Closing pursuant to a written release agreement duly executed and acknowledged by the First Mortgage Lender in recordable form and otherwise in a form reasonably acceptable to Seller (the “Release”), and (ii) the approval by the First Mortgage Lender of the ownership structure of the new entity to be formed by Purchaser to acquire the Property and to assume the Loan obligations of Seller, specifically including any ownership structure requirements that the Purchaser may have to comply with in connection with that certain transaction involving the initial public offering of shares of Kite Realty Group Trust, a Maryland real estate investment trust, the sole general partner of Kite Realty Group, L.P; provided, however, that, if the First Mortgage Lender does not agree to execute and deliver the Release to Seller at Closing, Seller hereby agrees to close the transaction upon the request of Purchaser if the Purchaser: (a) agrees, as to Sunland’s portion of the Property, to accept the Special Warranty Deed from Sunland for its portion of the Property subject to a Vendor’s Lien in favor of Sunland at Closing, and (b) executes and delivers to Sunland at Closing a subordinated Deed of Trust to Secure Assumption (the “Assumption Deed of Trust”) in favor of Sunland, duly executed by Purchaser and acknowledged on behalf of Purchaser, in form and substance reasonably acceptable to Sunland securing the performance of Purchaser’s obligations with respect to the Loan Assumption. If for any reason the First Mortgage Lender disapproves Purchaser’s Loan Assumption, or has not approved such assumption within the time period specified in this Section 16(e), either party shall have the right to terminate this Agreement upon written notice to the other party, in which event, this Agreement shall terminate, Seller and Purchaser shall direct the Escrow Agent to return the Downpayment to Purchaser, and neither party shall have any further obligations under this Agreement, except for any obligations which are to survive the termination of this Agreement as expressly set forth herein. The parties further agree that all (i) amounts held by First Mortgage Lender in the Tax and Insurance Escrow Fund (“Tax and Insurance Escrow Fund”) described in Section 7.3.1 of the Loan Agreement, and (ii) Excess Account Proceeds on deposit with LaSalle National Bank, N.A. (the “Deposit Bank”) pursuant to the terms of the Deposit Account Agreement (the “Deposit Account Agreement”), dated as of a date not more than forty-five May 22, 1995, between Seller, the Deposit Bank, the First Mortgage Lender, and Pacific Mutual Life Insurance Company (45the “Administrative Agent”) days prior to on the Closing Date, from the holders of the tenants' interest under Leases which demise not less than 80% of the rentable square footage demised as of the date hereof under the Leasesshall be paid to Seller at Closing. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% of the rentable square footage demised under the Leases as of the date hereof, Seller may (but shall not be obligated to) satisfy the foregoing condition by executing and delivering to Purchaser at Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been set forth in the Tenant Estoppel Certificate(s) for any Leases selected by Seller and for which Seller has been unable to obtain a Tenant Estoppel Certificate, to the extent necessary to increase to 80% of the rentable square footage demised under Leases as of the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes of this AgreementAs used herein, the term "TENANT ESTOPPEL CERTIFICATE" shall mean a certificate in the form of Exhibit D annexed hereto, provided that if any Lease prescribes the form or contents of an estoppel certificate to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;following terms have these meanings:

Purchaser’s Conditions. Purchaser's The obligation of Purchaser to purchase effect the Property transactions contemplated hereby is also subject to the satisfaction or waiver by Purchaser at or prior to the Closing Date of the following conditions precedent, any or all of which may be waived by Purchaserconditions: (a) Seller Sellers shall have delivered performed and complied in all material respects with the covenants and agreements contained in this Agreement that are required to Purchaser Tenant Estoppel Certificates, dated as of a date not more than forty-five (45) days be performed and complied with by Sellers on or prior to the Closing Date, from the holders of the tenants' interest under Leases which demise not less than 80% of the rentable square footage demised ; (b) Each Seller’s representations and warranties contained herein shall be true and correct in all material respects as of the date hereof under the Leases. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% of the rentable square footage demised under the Leases Closing Date as if made at and as of the date hereofClosing Date (except to the extent that any such representation or warranty is expressly made as of an earlier date, Seller may in which case such representation and warranty will be true and correct in all material respects only as of such date); (but c) Purchaser shall not be obligated to) satisfy the foregoing condition by executing and delivering to Purchaser at Closing have received a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth manager of Sellers, dated as of the matters which would have been Closing Date, stating that, to the best of such manager’s knowledge, the conditions set forth in Sections 5.02(a) and 5.02(b) have been satisfied; (d) Purchaser shall be in receipt of payoff letters with respect to the Tenant Estoppel Certificate(sHUD Loans indicating that the Purchase Price is sufficient to fully pay off such HUD Loans, and such payoff will result in the release of the related mortgages; (e) for any Leases selected by Seller Sellers and for which Seller has been unable Existing Operators shall have executed the OTA effective as of the Closing Date; (f) Sellers shall have terminated all of the Leases; and (g) Purchaser shall have received the items to obtain a Tenant Estoppel Certificatebe delivered pursuant to Section 6.02 below. Notwithstanding anything to the contrary herein, to the extent necessary that any documents or information regarding the Sellers or the Assets are disclosed to increase Purchaser, brought to 80% Purchaser’s attention, either orally or in writing, or are otherwise actually known to Purchaser, in each case, prior to Closing, including, without limitation, any matters disclosed to Purchaser in the Records or any interview with any property manager, staff member, vendor, supplier or other Persons (without regard to whether such documents or information renders a representation or warranty inaccurate or incomplete in any respect), and Purchaser nevertheless closes on the purchase of the rentable square footage demised under Leases as of the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate Assets, Purchaser shall state that the representations made therein shall survive the Closing for a period of six (6) months be deemed to have accepted and to have waived any objection to or until claim based on such earlier date on which the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes of this Agreement, the term "TENANT ESTOPPEL CERTIFICATE" shall mean a certificate in the form of Exhibit D annexed hereto, provided that if any Lease prescribes the form documents or contents of an estoppel certificate to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;information.

Purchaser’s Conditions. Purchaser's obligation The obligations of the Purchaser to complete the purchase of the Property is Assets shall be subject to the satisfaction of, or compliance with, at or before the Closing Time, each of the following conditions precedent, any or all of which may be waived by Purchaser: (a) Seller Truth and Accuracy of Representations of the Vendor at Closing - The representations and warranties of the Vendor contained in this Agreement are true and correct and the covenants and agreements of the Vendor to be performed on or before the Closing Date pursuant to the terms of this Agreement have been duly performed; (b) Absence of Injunction - No Law or Governmental Order by any Governmental Authority, nor any Order of any court under any Applicable Law nor any Legal Proceeding or Action, shall have delivered to Purchaser Tenant Estoppel Certificatesbeen entered, dated as issued or commenced which is in effect or is outstanding and has the effect, or seeks an Order having the effect, of a date not more than forty-five (45) days prior making the sale of the Assets to the Purchaser illegal, or otherwise prohibiting consummation thereof or of any of the other transactions contemplated in this Agreement; (c) Consents Obtained - The Purchaser where applicable, shall have obtained all consents of Government Authorities, the TSX-V and of all Persons, as are required, including shareholder approval to the creation of the Preferred Shares, to permit the completion of the transactions contemplated in this Agreement; (d) Absence of Change of Conditions - No event shall have occurred or condition or situation shall have arisen or legislation (whether by statute, rule, regulation, by-law or otherwise) shall have been introduced which might reasonably be expected to have a materially adverse effect upon the Assets; (e) Approval of the Board of Directors - The approval of the Board of Directors of the Purchaser to complete the purchase of the Assets on the terms and conditions of this Agreement shall have been obtained; (f) Closing Date, Documentation - The Purchaser shall have received from the holders of Vendor the tenants' interest under Leases which demise not less than 80% of the rentable square footage demised as of the date hereof under the Leases. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% of the rentable square footage demised under the Leases as of the date hereof, Seller may (but shall not be obligated to) satisfy the foregoing condition by executing and delivering to Purchaser at Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been set forth closing documentation listed in the Tenant Estoppel Certificate(s) for any Leases selected by Seller and for which Seller has been unable to obtain a Tenant Estoppel Certificate, to the extent necessary to increase to 80% of the rentable square footage demised under Leases as of the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes Article 9.2 of this Agreement; (g) Absence of Damages - No damage, destruction or loss to any Assets, whether owned, leased or licensed, that is not adequately covered by the term "TENANT ESTOPPEL CERTIFICATE" Purchaser's insurance, and no damage, destruction or loss to any Assets where the cost of repairing or replacing all such Assets exceeds $50,000 in total, shall mean a certificate have occurred other than as caused by the Purchaser and those for whom it is at law responsible; and (h) Registrations and Consents- Purchaser shall have confirmed that it has made all public record filings and registrations for the transfer of the Properties that are contemplated by this Agreement. The Purchaser will act with due haste in making all such registrations. The Vendor and the Purchaser will cooperate in order that the registrations and filings contemplated in Sections 7.1(h) and 8.1(e) are filed and/or registered, as the case may be, consecutively in the form following order: (a) transfer of Exhibit D annexed hereto, provided that if any Lease prescribes the form or contents Properties; (b) notice of an estoppel certificate to be delivered by Royalty Agreement; (c) Mortgage; and (d) the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;Section 118 Restriction.

Purchaser’s Conditions. Purchaser's The obligation of the Purchaser to consummate the purchase of the Property is Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions precedent, (any or all of which may be waived by Purchaser:the Purchaser in writing, in whole or in part, to the extent permitted by applicable Law): (a) Seller the Partnership shall have delivered performed and complied with the covenants and agreements contained in this Agreement that are required to Purchaser Tenant Estoppel Certificates, dated as of a date not more than forty-five (45) days be performed and complied with by the Partnership on or prior to the Closing Date, from ; (b) (i) the holders representations and warranties of the tenants' interest under Leases which demise not less than 80% of the rentable square footage demised Partnership (A) set forth in Sections 3.1, 3.2 and 3.5 and (B) contained in this Agreement that are qualified by materiality or a Material Adverse Effect shall be true and correct when made and as of the date hereof under the Leases. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% Closing Date and (ii) all other representations and warranties of the rentable square footage demised under Partnership shall be true and correct in all material respects when made and as of the Leases Closing Date, in each case as though made at and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only, it being expressly understood and agreed that representations and warranties expressly made in the text of such representation and warranty “As of the date hereof” or “As of the date of this Agreement”, Seller may (but shall or a similar phrase, are made as of April 9, 2012, and will not be obligated torequired to be true and correct as of the Closing Date); (c) satisfy the foregoing condition by executing and delivering to Purchaser at Closing a certificate from Seller (NYSE shall have authorized, upon official notice of issuance, the "SELLER'S ESTOPPEL CERTIFICATE") setting forth listing of the matters which would have been Common Units issuable upon conversion of the Class B Units, as set forth in Amendment No. 2 to the Tenant Estoppel Certificate(sPartnership Agreement; (d) for any Leases selected no notice of delisting from the NYSE shall have been received by Seller the Partnership with respect to the Common Units; (e) no Closing Material Adverse Effect shall have occurred and for which Seller has be continuing; (f) Amendment No. 2 to the Partnership Agreement, in the form attached as Exhibit A to this Agreement shall have been unable duly adopted by and on behalf of the Partnership and be in full force and effect; (g) the Partnership shall have delivered, or caused to obtain a Tenant Estoppel Certificatebe delivered, to the extent necessary Purchaser at the Closing, the Partnership’s closing deliveries described in Section 2.6; (h) the debt financing contemplated by the debt commitment letter between the Partnership and Royal Bank of Canada, in substantially the form provided to increase Riverstone prior to 80% execution hereof, or substitute debt financing on terms and conditions that are not in the aggregate materially less favorable to the Partnership, shall have been consummated; and (i) the execution and delivery by Partnership of the rentable square footage demised under Leases as of the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes of this Registration Rights Agreement, the term "TENANT ESTOPPEL CERTIFICATE" shall mean a certificate in the form of Exhibit D annexed hereto, provided that if any Lease prescribes the form or contents of an estoppel certificate to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;.

Purchaser’s Conditions. It shall be a condition precedent to Purchaser's ’s obligation to purchase the Property is subject to the satisfaction of close each Takedown, that the following conditions precedent, any or all of which may be waived by (“Purchaser’s Conditions Precedent”) have been satisfied: (ai) Final Approval of the Entitlements for the applicable Takedown by the County and all other applicable Authorities and recordation in the County Records of the Final Plat for the Lots to be acquired at such Takedown and such other Entitlements, as may be required by the County, on or before the applicable Closing Date, as the same may be extended. (ii) Seller shall have delivered satisfied, or is reasonably certain it will be able to satisfy, the Interchange Condition, such that Purchaser Tenant Estoppel Certificates, dated as of a date not more than forty-five (45) days prior to the Closing Date, from the holders of the tenants' interest under Leases which demise not less than 80% of the rentable square footage demised as of the date hereof under the Leases. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% of the rentable square footage demised under the Leases as of the date hereof, Seller may (but shall not be obligated to) satisfy prevented from obtaining building permits for such Lots no later than the foregoing condition by executing and delivering to Purchaser at Closing a certificate from Seller applicable Substantial Completion Deadline (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been as set forth in the Tenant Estoppel Certificate(sLot Development Agreement) and will not be prevented from obtaining certificates of occupancy for any Leases selected by Seller such Houses solely as a result of Seller’s failure to timely satisfy the Interchange Condition. (iii) Seller’s representations and for which Seller has been unable to obtain a Tenant Estoppel Certificate, to the extent necessary to increase to 80% of the rentable square footage demised under Leases warranties set forth herein shall be materially true and correct as of the date hereof applicable Closing. (iv) The Title Company shall be irrevocably and unconditionally committed (subject only to Purchaser’s obligation to pay the portion of the Title Policy premium for which Purchaser is responsible under this Contract and satisfaction of any Title Company requirements applicable to Purchaser) to issue to Purchaser the applicable Title Policy with the endorsements as Purchaser may request and the Title Company agrees in writing to issue prior to the expiration of the Due Diligence Period, subject only to the Permitted Exceptions accepted by Purchaser in accordance with the provisions of this Contract. (v) The Joint Improvements Memorandum shall have been fully executed by all required parties. If the Purchaser’s Conditions Precedent are not satisfied on or before a Tenant Estoppel Certificate has been obtained. Any respective Closing Date, Purchaser may: (1) waive the unfulfilled Purchaser’s Condition Precedent and proceed to Closing, (2) extend the applicable Closing Date for up to ninety (90) days to allow more time for Seller to satisfy the unfulfilled Purchaser’s Condition Precedent, or (3) as its sole remedy hereunder terminate this Contract as to such Takedown and any subsequent Takedowns by written notice to Seller's Estoppel Certificate shall state that the representations made therein shall survive , delivered within two (2) business days after the Closing Date for a period of six (6) months or until such earlier date on which the applicable tenant Takedown, in which case each party shall deliver thereupon be relieved of all further obligations and liabilities under this Contract, except as otherwise provided herein, and the Deposit made by Purchaser that has not been applied to the Purchase Price for Lots already acquired by Purchaser a Tenant Estoppel Certificateshall be returned to Purchaser. For purposes If Purchaser elects to extend the Closing Date under (2), above, and the unsatisfied Purchaser’s Condition Precedent is not satisfied as of the last day of the ninety (90) day extension period, then Purchaser shall, as its sole remedy, elect to waive or terminate under (1) or (3). Failure to give notice as described above shall be an irrevocable waiver of Purchaser’s right to terminate this Agreement, Contract as to the term "TENANT ESTOPPEL CERTIFICATE" shall mean a certificate in the form of Exhibit D annexed hereto, provided that if any Lease prescribes the form or contents of an estoppel certificate affected Takedown pursuant to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;this Section 6(b).

Purchaser’s Conditions. Purchaser's The obligation of Purchaser to purchase consummate the Property is transactions contemplated by this Agreement are subject to the satisfaction fulfillment on or before the Closing Date of the following conditions precedent, any or all of which may be waived by Purchaserconditions: (a) All Required Consents (as such term is defined in Section 7.18 hereof) shall have been obtained, in form and substance reasonably satisfactory to Purchaser, with no change in the terms of any of the Assumed Agreements, and no conditions imposed on the transfer of any thereof, in each case without the prior written approval of Purchaser, and shall be in full force and effect on the Closing Date. (b) All of the representations and warranties of Seller contained in this Agreement and in documents referred to herein, the Schedules and Exhibits annexed hereto and all Transfer Documents (as such term is defined in Section 6.3 hereof) and closing certificates delivered pursuant hereto or in connection with the consummation of the transactions contemplated hereby and all exhibits and schedules thereto shall be true on the Closing Date as if then made (except to the extent waived hereunder or as affected by the transactions contemplated hereby or by the conduct of the Business by Seller in the manner provided in Section 7.11 hereof). Seller shall have performed and complied with all other covenants, agreements and conditions required by this Agreement, including, without limitation, all of the Schedules hereto, to be performed or complied with by it prior to or on the Closing Date; and Purchaser shall have been furnished with a certificate executed on behalf of Seller, dated the Closing Date, representing and certifying in such detail as Purchaser may reasonably request, to the fulfillment of the foregoing conditions. (c) All documents and proceedings of Seller in connection with the transactions contemplated hereby, including, without limitation, those referred to in this Section 6.1, shall have been approved as to form and substance by Purchaser and its counsel, which approval shall not be unreasonably withheld. (d) Seller shall have delivered to Purchaser Tenant Estoppel Certificatesall Transfer Documents, dated as of a date not more than forty-five (45) days prior to the Closing Date, from the holders of the tenants' interest under Leases which demise not less than 80% of the rentable square footage demised as of the date hereof under the Leases. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% of the rentable square footage demised under the Leases as of the date hereof, Seller may (but shall not be obligated to) satisfy the foregoing condition by executing in form and delivering substance reasonably satisfactory to Purchaser at Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been set forth and its counsel, an opinion of counsel by Seller's counsel in the Tenant Estoppel Certificate(sform annexed hereto as Exhibit 6.1(d), and all such other certificates as Purchaser or its counsel may reasonably request. (e) for any Leases selected by Seller and for which Seller has been unable to obtain a Tenant Estoppel CertificateNo action or proceeding shall be pending or, to the extent necessary knowledge of Seller or Purchaser, threatened before any court or governmental body to increase restrain or prohibit, or to 80% of the rentable square footage demised under Leases as of the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes of obtain material damages in respect of, this Agreement, or the term "TENANT ESTOPPEL CERTIFICATE" shall mean a certificate in the form of Exhibit D annexed hereto, provided that if any Lease prescribes the form or contents of an estoppel certificate to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;consummation

Purchaser’s Conditions. Purchaser's obligation 2.1 Each of the Seller Warranties and each of the Promoter Warranties (disregarding any reference to purchase materiality or Material Adverse Effect contained therein) shall be true and correct when made and as of the Property Completion Date as though made at such date (except that any Seller Warranties and any Promoter Warranties that are made as of a specified date shall be true and correct only as of such specified date), in each case except where any failure of such Seller Warranties and Promoter Warranties to be so true and correct is subject not, a Material Adverse Effect, provided however that each of the Fundamental Seller Warranties and the Fundamental Promoter Warranties shall be true and correct in all respects when made and as of the Completion Date. 2.2 There being no breach of the obligations (and for the avoidance of doubt excluding breach of a Seller Warranty or a Promoter Warranty) required to be performed under this Agreement which would individually or in aggregate constitute a material breach of this Agreement at Completion. 2.3 No Material Adverse Effect has occurred since the date of this Agreement and continues to exist at Completion. 2.4 The consents and amendments set out in Appendix 16 shall have been obtained in accordance with Appendix 16. 2.5 The Novations set forth in paragraph (A) (1), (2) and (3) of Appendix 17 shall have been effected to the reasonable satisfaction of the following conditions precedentPurchaser in the manner contemplated in Appendix 17. 2.6 The Brazil JV Interest Purchase Agreements having completed in accordance with their terms. 2.7 The Seller, any or all of which may be waived by Purchaser: (a) Seller the Purchaser and the Escrow Agent shall have delivered to Purchaser Tenant Estoppel Certificates, dated as of entered into the CEV Escrow Agreement in accordance with Clause 3.7. *** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission. 2.8 The Final Individual Accounts will not show a date not more than forty-five (45) days prior to the Closing Date, material adverse difference from the holders Draft Individual Accounts, when taken in the context of the tenants' interest under Leases which demise Group as a whole. 2.9 The Final Limited Review Accounts will not less than 80% of show a material adverse difference from the rentable square footage demised as of the date hereof under the Leases. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% of the rentable square footage demised under the Leases as of the date hereof, Seller may (but shall not be obligated to) satisfy the foregoing condition by executing and delivering to Purchaser at Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been set forth in the Tenant Estoppel Certificate(s) for any Leases selected by Seller and for which Seller has been unable to obtain a Tenant Estoppel Certificate, to the extent necessary to increase to 80% of the rentable square footage demised under Leases as of the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes of this Agreement, the term "TENANT ESTOPPEL CERTIFICATE" shall mean a certificate in the form of Exhibit D annexed hereto, provided that if any Lease prescribes the form or contents of an estoppel certificate to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;Draft Limited Review Accounts.

Purchaser’s Conditions. Purchaser's In addition to the condition contained in Section 5.01 hereof, the obligation of the Purchaser to purchase the Property Purchased Assets as contemplated in this Agreement is subject to the satisfaction conditions stated below which arc for the exclusive benefit of the following conditions precedent, Purchaser and all or any or all of which may be waived by the Purchaser. If any condition is not satisfied as of the Closing Date, or at such earlier date as is specified, the Purchaser may at its sole discretion terminate this Agreement: (a) Seller all representations and warranties of the Vendor contained in this Agreement shall be true in all material respects as of the Closing Date with the same effect as though made on and as of that date; (b) the Parent shall have provided a letter consenting to the Transactions in form and substance acceptable to the Purchaser acting reasonably; (c) the Vendor shall have performed all of its covenants and pre-closing obligations under this Agreement; (d) the Vendor shall have delivered to the Purchaser Tenant Estoppel Certificates, dated as of a date not more than forty-five the documents listed in Sections 8.02 and 8.06 and such documents shall have been released from escrow; (45e) days prior to the Closing Date, apart from the holders of the tenants' interest under Leases which demise not less than 80% of the rentable square footage demised as of the date hereof under the Leases. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% of the rentable square footage demised under the Leases as of the date hereof, Seller may (but shall not be obligated to) satisfy the foregoing condition claim by executing and delivering to Purchaser at Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been set forth Continental in the Tenant Estoppel Certificate(s) for Continental Inventory in Possession and except as otherwise provided in this Article 5 with respect to Appeal Proceedings, there shall be no legal proceedings, either threatened or commenced by any Leases selected by Seller and for which Seller has been unable to obtain a Tenant Estoppel Certificate, to Person against the extent necessary to increase to 80% of Vendor or the rentable square footage demised under Leases as of the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes of concerning this Agreement, the term "TENANT ESTOPPEL CERTIFICATE" Purchased Assets or any other matter relating or pertaining thereto and there shall mean a certificate in be no stay order, injunction or restraining order, judicial or administrative, issued by any Person enjoining or preventing the form of Exhibit D annexed heretoVendor or the Purchaser from completing the Transactions; and (f) the Vendor shall undertake to file, provided that if any Lease prescribes the form or contents of an estoppel certificate cause to be delivered by filed, with the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel Court such certificate as may be necessary to render the Approval and Vesting Order effective in such form or containing such contents;accordance with its terms.

Purchaser’s Conditions. Purchaser's The obligation of Purchaser to purchase Vendor's interest in and to the Property Assets is subject to the satisfaction of the following conditions precedent, any or all which are inserted herein and made part hereof for the exclusive benefit of which Purchaser and may be waived in whole or in part by PurchaserPurchaser by written notice to Vendor at or before Closing: (a) Seller the representations and warranties of Vendor contained in Section 5.1 shall have delivered to Purchaser Tenant Estoppel Certificates, dated as of a date not more than forty-five (45) days prior to the Closing Date, from the holders of the tenants' interest under Leases which demise not less than 80% of the rentable square footage demised be true and correct in all material respects as of the date hereof under Closing Date with the Leases. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% of the rentable square footage demised under the Leases same effect as though made at and as of such date (except where the date hereofrepresentation and warranty is already qualified by a threshold or materiality in which case such representation and warranty shall be true and correct in all respects); (b) Vendor shall have performed or complied in all material respects with all of its obligations, Seller may (but shall not covenants and agreements contained in this Agreement to be obligated to) satisfy the foregoing condition performed or complied with by executing and delivering Vendor at or prior to Purchaser at Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been Closing, including those set forth in Section 3.1 (except where the Tenant Estoppel Certificate(sobligation, covenant and agreement is already qualified by a threshold or materiality in which case such obligation, covenant and agreement shall be performed or complied with in all respects); (c) for at the time Closing occurs, no Claim shall be pending before any Leases selected by Seller Governmental Authority seeking to restrain or prohibit the purchase and for which Seller has been unable sale of the Assets contemplated hereby or to obtain a Tenant Estoppel Certificatematerial damages or other relief in connection with the consummation of the Transaction, excluding Claims in respect of the Rights of First Refusal; (d) the Competition Act Approval shall have been granted on terms satisfactory to Purchaser, acting reasonably, and shall be in full force and effect; and (e) Vendor's Liability Management Rating in regards to the extent necessary to increase to 80% Assets on completion of the rentable square footage demised under Leases as of Transaction will be greater than or equal to [Redaction - Number]. Nothing in this Agreement shall make Purchaser's obligation to complete the date hereof Transaction, including Purchaser's obligation to make payments referred to in Section 2.5 on a timely basis, conditional on Purchaser's being able to obtain or complete any financing for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes of this Agreement, the term "TENANT ESTOPPEL CERTIFICATE" shall mean a certificate in the form of Exhibit D annexed hereto, provided that if any Lease prescribes the form or contents of an estoppel certificate to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;Transaction.

Purchaser’s Conditions. Purchaser's obligation to purchase deliver the Property is Initial Purchase Consideration and the obligation to take the other actions required pursuant to this Agreement to be taken by Purchaser at the Closing are subject to the satisfaction satisfaction, at or prior to the Closing, of each of the following conditions precedent, (any or all of which may be waived in whole or in part by Purchaser:): (a) Each of the representations and warranties of the Seller contained in Article 3: (i) that is a Fundamental Representation of the Seller shall be true and correct in all respects (without giving effect to any limitations as to materiality or Material Adverse Effect set forth therein) as of the date hereof and as of the Closing as if made on and as of the Closing; provided that representations and warranties that are made as of a specific date shall speak only as of such date, (ii) that is not a Fundamental Representation of the Seller shall be true and correct in all material respects (without giving effect to any limitations as to materiality or Material Adverse Effect set forth therein) as of the date hereof and as of the Closing as if made on and as of the Closing; provided that representations and warranties that are made as of a specific date shall speak only as of such date. (b) Seller shall have delivered performed or complied in all material respects with all agreements and covenants required to Purchaser Tenant Estoppel Certificates, dated as of a date not more than forty-five (45) days be performed or complied with by the Seller under this Agreement at or prior to the Closing Date, from and the holders Seller shall have delivered all items required to be delivered at the Closing pursuant to Section 5.2(a). (c) At the Closing, Owner shall have executed and delivered the consulting agreement in the form attached as Exhibit C hereto, dated as of the tenants' interest under Leases Closing Date (the "Consulting Agreement"), which demise not less than 80% shall be effective as of the rentable square footage demised Effective Time. (d) Purchaser shall have received a certificate executed by the Seller confirming (i) the accuracy of Seller's representations and warranties as of the date hereof under the Leases. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% of the rentable square footage demised under the Leases this Agreement and as of the date hereofClosing Date in accordance with Section 7.1(a), (ii) the performance of and compliance with covenants and obligations to be performed or complied with at or prior to the Closing by Seller may in accordance with Section 7.1(b), and (but iii) the satisfaction of the conditions contained in Sections 7.1(e), 7.1(g), and 7.1(h). (e) Each of the consents identified on Schedule 7.1(e) shall not be obligated to) satisfy the foregoing condition by executing have been obtained in form and delivering substance reasonably satisfactory to Purchaser at Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would and be in full force and effect. Copies of such consents shall have been set forth delivered to Purchaser by Seller. (f) No court or other Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits the Tenant Estoppel Certificate(sconsummation of the transactions contemplated by this Agreement. (g) for There shall be no Action pending by any Leases selected Governmental Authority or other Person challenging or seeking to restrain or prohibit the transactions contemplated by this Agreement or seeking damages or compensation with respect thereto. (h) All Employment Agreements and all other existing offers of employment by Seller and for which Seller has been unable to obtain a Tenant Estoppel Certificate, or agreements relating to the extent necessary terms of employment by Seller shall have been terminated effective no later than immediately prior to increase to 80% the Effective Time. (i) The Requisite Stockholder Vote shall have been obtained. (j) The closings under each of the rentable square footage demised under Leases as of the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate Other Purchase Agreements shall state that the representations made therein have taken place, or shall survive take place contemporaneously with the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes of under this Agreement, the term "TENANT ESTOPPEL CERTIFICATE" shall mean a certificate in the form of Exhibit D annexed hereto, provided that if any Lease prescribes the form or contents of an estoppel certificate to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;.

Purchaser’s Conditions. It shall be a condition precedent to Purchaser's ’s obligation to purchase close each Takedown, that the Property is following conditions (“Purchaser’s Conditions Precedent”) have been satisfied: (i) Final Approval of the Entitlements (which Entitlements shall be as required by Section 5(a) of this Agreement) for each respective Takedown by the County and all other applicable Authorities and recordation of the Final Plat thereof and such other Entitlements in the County Records as may be required by the County on or before the applicable Closing Date, as the same may be extended. (ii) Seller’s representations and warranties set forth herein shall be materially true and correct as of each Closing; (iii) The Title Company shall be committed to issue to Purchaser the applicable Title Policy with the endorsements as Purchaser may request and the Title Company agrees in writing to issue prior to the expiration of the Due Diligence Period, subject only to the Permitted Exceptions accepted by Purchaser in accordance with the provisions of this Contract. (iv) Purchaser obtaining AMC Approval on or before the expiration of the Due Diligence Period. The delivery of a Continuation Notice to Seller shall be deemed to include AMC Approval; (v) Seller’s delivery to Purchaser of satisfactory approval, in writing, of Purchaser’s House Plans as provided in Section 12(d)(i) of this Contract; and (vi) Purchaser shall have received letters from the appropriate Authorities that the Lots have water and sewer tap commitments sufficient for Purchaser’s intended build-out of the Lots, subject to the satisfaction payment of tap fees and contingent upon completion of the following conditions precedentnecessary water and sewer infrastructure. If the Purchaser’s Conditions Precedent are not satisfied on or before each respective Closing Date of other applicable date specified above, any or all of which may be waived by Purchaser may: (1) waive the unfulfilled Purchaser: ’s closing condition, (a2) Seller shall have delivered extend the applicable Closing Date for up to Purchaser Tenant Estoppel Certificates, dated as of a date not more than forty-five thirty (4530) days prior to allow more time for Seller to satisfy the unfulfilled Purchaser’s Condition Precedent, or (3) as its sole remedy hereunder terminate this Contract as to such Takedown and any remaining Takedowns by written notice to Seller, delivered on or before two (2) business days after the applicable Closing Date, from in which case each party shall thereupon be relieved of all further obligations and liabilities under this Contract, except as otherwise provided herein, and the holders of Deposit made by Purchaser that has not been applied to the tenants' interest Purchase Price for Lots already acquired by Purchaser shall be returned to Purchaser. If Purchaser elects to extend the Closing Date under Leases which demise (2) and the unsatisfied Purchaser’s Condition Precedent is not less than 80% of the rentable square footage demised satisfied as of the date hereof under the Leases. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% last day of the rentable square footage demised thirty (30) day extension period, then Purchaser shall, as its sole remedy, elect to waive or terminate under the Leases (1) or (3). Failure to give notice as described above shall be an irrevocable waiver of the date hereof, Seller may (but shall not be obligated to) satisfy the foregoing condition by executing and delivering Purchaser’s right to Purchaser at Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been set forth in the Tenant Estoppel Certificate(s) for any Leases selected by Seller and for which Seller has been unable to obtain a Tenant Estoppel Certificate, terminate this Contract as to the extent necessary affected Takedown pursuant to increase to 80% of the rentable square footage demised under Leases as of the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes of this Agreement, the term "TENANT ESTOPPEL CERTIFICATE" shall mean a certificate in the form of Exhibit D annexed hereto, provided that if any Lease prescribes the form or contents of an estoppel certificate to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;Section 6(a).

Purchaser’s Conditions. Purchaser's (a) The obligation of Purchaser to complete the Transaction and purchase the Property Assets from Vendor is subject to the satisfaction following conditions, which are inserted into and made part of this Agreement for the following conditions precedent, any or all exclusive benefit of which Purchaser and may be waived only by Purchaser except for those conditions not waivable by Purchaser: (ai) Seller the Purchaser being satisfied in all respects with the results of its due diligence into the Assets; (ii) the representations and warranties of Vendor set forth in Section 5.1 shall be true and correct in all material respects or, in each case, shall be true and correct in all material respects as of such other date or dates as specified therein, and all obligations and covenants of Vendor in this Agreement that are to be performed or complied with prior to or at the Closing Date (other than in respect of the agreements, certificates and other instruments and documents to be delivered at the Closing Date by Vendor pursuant to Section 4.1) shall have been performed or complied with in all material respects; (iii) the Assets shall have suffered no Material Adverse Effect; (iv) Vendor shall have taken all steps as are necessary to assist Purchaser with assembling and preparing all materials required to submit the applicable Well, Facilities and Pipeline license transfer application to the AER; (v) Vendor shall have delivered to Purchaser Tenant Estoppel Certificatesan undertaking stating that it shall obtain all discharges, dated as releases or no interest letters of a date not more than forty-five any security held by any Third Party encumbering Vendor’s interest in and to the Assets or any part or portion thereof, within thirty (4530) days prior of receipt of AER’s approval in relation to the Closing Date, from the holders of the tenants' interest under Leases which demise not less than 80% of the rentable square footage demised LTAs as of the date hereof under the Leases. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% of the rentable square footage demised under the Leases as of the date hereof, Seller may (but shall not be obligated to) satisfy the foregoing condition by executing and delivering to Purchaser at Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been set forth in the Tenant Estoppel Certificate(sSection (vii) for any Leases selected by Seller which shall be in a form satisfactory to Purchaser; (vi) Purchaser shall have obtained all consents and for which Seller has been unable to obtain a Tenant Estoppel Certificate, approvals required in relation to the extent necessary to increase to 80% Transaction and the performance of its obligation under this Agreement (including the consents and approvals required from The Stock Exchange of Hong Kong Limited, the Securities and Futures Commission of Hong Kong (if any) and the Purchaser’s parent company’s shareholders), whereby (A) the shareholders of the rentable square footage demised under Leases as Purchaser’s parent company having passed the necessary resolutions approving the Transaction contemplated hereunder at a special meeting to be convened by the Purchaser’s parent company; and (B) The Stock Exchange of Hong Kong Limited having approved the Transaction either unconditionally or subject to such conditions to which both the Purchaser and the Vendor shall reasonably accept; (vii) the approval from the AER in respect of the date hereof for which a Tenant Estoppel Certificate has LTAs (as defined in Section 4.4) having been duly obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes of this Agreement, the term "TENANT ESTOPPEL CERTIFICATE" shall mean a certificate in the form of Exhibit D annexed hereto, provided that if any Lease prescribes the form or contents of an estoppel certificate to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;

Purchaser’s Conditions. Purchaser's The obligation of Purchaser to purchase Vendor’s interest in and to the Property Assets is subject to the satisfaction of the following conditions precedent, any or all which are inserted herein and made part hereof for the exclusive benefit of which Purchaser and may be waived by Purchaser: (a) Seller the representations and warranties of Vendor herein contained shall be true in all material respects when made and as of the Closing Time, and a Certificate to that effect shall have been delivered by Vendor to Purchaser at Closing; (b) all obligations of Vendor contained in this Agreement to be performed prior to or at Closing shall have been timely performed in all material respects, and a Certificate to that effect shall have been delivered by Vendor to Purchaser at Closing; (c) from the Adjustment Date to the Closing Time, the Assets shall have suffered no material adverse damage or change, and a Certificate to that effect shall have been delivered by Vendor to Purchaser at Closing; (d) prior to the Closing Time, any and all preferential, pre-emptive or first purchase rights of Third Parties that become operative by virtue of this Agreement or the transaction to be effected by it shall have been exercised or waived by the holders thereof or all time periods within which such rights may be exercised shall have expired; (e) Vendor shall have delivered to Purchaser Tenant Estoppel Certificates, dated as of a date not more than forty-five (45) days at or prior to Closing discharges of any security held by any Third Party encumbering Vendor’s interest in and to the Closing DateAssets or any part or portion thereof, from the holders of the tenants' interest under Leases which demise not less than 80% of the rentable square footage demised as of the date hereof under the Leases. If, however, Seller is unable discharges are requested by Purchaser a reasonable time prior to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% of the rentable square footage demised under the Leases as of the date hereof, Seller may Closing; (but f) Vendor shall not be obligated to) satisfy the foregoing condition by executing and delivering have delivered to Purchaser at Closing a certificate from Seller least one copy of the documents described in subsection 2.3(a); and (g) the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would Competition Act Condition shall have been set forth in the Tenant Estoppel Certificate(s) for satisfied. If any Leases selected by Seller and for which Seller has been unable to obtain a Tenant Estoppel Certificate, to the extent necessary to increase to 80% one or more of the rentable square footage demised under Leases as of the date hereof for which a Tenant Estoppel Certificate foregoing conditions precedent has or have not been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive satisfied, complied with, or waived by Purchaser, at or before the Closing for a period of six (6) months or until such earlier date on Time, Purchaser may in addition to any other remedies which the applicable tenant shall deliver it may have available to it, rescind this Agreement by written notice to Vendor. If Purchaser a Tenant Estoppel Certificate. For purposes of rescinds this Agreement, the term "TENANT ESTOPPEL CERTIFICATE" Purchaser and Vendor shall mean a certificate be released and discharged from all obligations hereunder except as provided in the form of Exhibit D annexed heretosections 2.8, provided that if any Lease prescribes the form or contents of an estoppel certificate to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;3.3 and 12.15.

Purchaser’s Conditions. (1) The Purchaser shall be obliged to complete the Transactions only if each of the following conditions precedent has been satisfied in full at or before the Closing Date (each of which conditions precedent is acknowledged to be for the exclusive benefit of the Purchaser's obligation ): a) all of the representations and warranties of each of the Vendors made in this Agreement shall be true and correct as at the Closing Date with the same effect as if made at and as of the Closing Date (except as those representations and warranties may be affected by events or transactions (i) expressly permitted by this Agreement, (ii) that do not have a Materially Adverse Effect and arise in the Ordinary Course of the Business, or (iii) approved in writing by the Purchaser); b) the Vendors shall have complied with or performed all of the obligations, covenants and agreements under this Agreement to purchase be complied with or performed by the Property is subject Vendors or either of them at or before the Closing Date, including the Vendors' Closing deliveries specified in Section 3.2, to the satisfaction of the following conditions precedentPurchaser, acting reasonably; c) all Approvals required from all relevant Governmental Authorities to permit the completion of the Transactions shall have been obtained, if any; d) all third party Approvals (except as described in Schedule 3.4(d) shall have been obtained, in each case in form and substance satisfactory to the Purchaser, acting reasonably; e) all documentation relating to the Transactions is satisfactory to the Purchaser, acting reasonably; f) there shall be no injunction or restraining order issued preventing, and no pending or threatened Claim, against any Party, for the purpose of enjoining or all preventing, the completion of which may be waived by Purchaser:the Transactions or otherwise claiming that this Agreement or the completion of the Transactions is improper or would give rise to a Claim under any Applicable Law; (ag) Seller Stephane Dube shall have duly executed and delivered the ▇▇▇▇oyment Agreement; h) Mr. Mathieu Dube and Mrs. Christiane Dube shall have delivered to a ▇▇▇▇ and f▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ Purchaser Tenant Estoppel Certificatesand the Corporation, dated as of a date not more than forty-five (45) days prior subject to the Closing Date, from the holders payment of the tenants' interest amount owed by the Purchaser to Mr. Mathieu Dube and Mrs. Christiane Dube under Leases which demise not less th▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇tter; ▇) ▇▇▇ Distribution Agreement dated March 24, 2004 among Pure Water Technologies Inc. and Bi-Eau Pure shall have been terminated; j) the Vendors and the other parties to the Non-Competition Agreements (other than 80% the Purchaser and the Corporation) shall have executed and delivered those agreements; k) the Corporation shall have completed the Reorganization in form and substance satisfactory to the Purchaser; l) the Corporation shall be the registered and beneficial owner of, and have good and marketable title to, the Immovable Property, free and clear of any Encumbrances except for Permitted Encumbrances; m) Gestion Leroux shall have obtained full and final release of all ▇▇▇▇mbrances affecting its Purchased Shares, as more fully described in Schedule 4.1(5). (2) If any of the rentable square footage demised as of the date hereof under the Leases. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% of the rentable square footage demised under the Leases as of the date hereof, Seller may (but conditions in this Section 3.4(1) shall not be obligated to) satisfy satisfied or fulfilled in full at or before the foregoing condition by executing and delivering Closing Date to the satisfaction of the Purchaser, acting reasonably, the Purchaser in its sole discretion may, without limiting any rights or remedies available to the Purchaser at Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE"law or in equity, either: a) setting forth the matters terminate this Agreement by notice in writing to Stephane Dube, 900 Sagard Street, St-Bruno-de-Montarvi▇▇▇, ▇▇▇▇▇▇, Canada, J3V ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ 6.1 and 6.2 which would have been set forth in the Tenant Estoppel Certificate(s) for any Leases selected by Seller and for which Seller has been unable to obtain a Tenant Estoppel Certificate, to the extent necessary to increase to 80% of the rentable square footage demised under Leases as of the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period that termination; or b) waive compliance with any such condition in whole or in part by notice in writing to Stephane Dube, 900 Sagard Street, St-Bruno-de-Mo▇▇▇▇▇▇▇▇▇, ▇▇▇bec, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇ ▇▇▇▇▇▇ of six (6) months or until such earlier date on which the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes of this Agreement, the term "TENANT ESTOPPEL CERTIFICATE" shall mean a certificate in the form of Exhibit D annexed hereto, provided that if any Lease prescribes the form or contents of an estoppel certificate to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;other condition.

Purchaser’s Conditions. Purchaser's (a) Subject to Clause 3.1(b), the obligation of Purchaser to purchase Vendor's interest in and to the Property Shares is subject to the satisfaction of the following conditions precedent, any or all which are inserted herein and made part hereof for the exclusive benefit of which Purchaser and may be waived by Purchaser: (ai) Seller the representations and warranties of Vendor herein contained shall be true in all material respects when made and as of the Closing Time and all obligations and covenants of Vendor to be performed prior to or at the Closing Time (other than in respect to the agreements, certificates and other instruments and documents to be delivered at the Closing Time by Vendor pursuant to Clause 4.1) shall have been timely performed in all material respects; (ii) at the Closing Time, Vendor shall have duly delivered the agreements, certificates and other instruments and documents required pursuant to Purchaser Tenant Estoppel CertificatesClause 4.1; (iii) no Governmental Authority shall have issued an order, dated as decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting any of a date the transactions contemplated hereby which have not more than forty-five (45) days been vacated prior to the Closing Date, from Time; and (iv) Purchaser shall have received the holders Competition Act (Canada) clearance by way of the tenants' interest under Leases which demise not less than 80% of the rentable square footage demised as of the date hereof under the Leases. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% of the rentable square footage demised under the Leases as of the date hereof, Seller may (but shall not be obligated to) satisfy the foregoing condition by executing and delivering to Purchaser at Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been set forth in the Tenant Estoppel Certificate(s) for any Leases selected by Seller and for which Seller has been unable to obtain a Tenant Estoppel Advance Ruling Certificate, to the extent necessary to increase to 80% of the rentable square footage demised under Leases exemption or filing, as of the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes of set out in this Agreement, at or before the term "TENANT ESTOPPEL CERTIFICATE" Closing Time on terms and conditions satisfactory to Purchaser acting reasonably. (b) If the condition precedent set out in Clause 3.1(a)(i) has not been satisfied, complied with or waived by Purchaser at or before the Closing Time, then, at or before the Closing Time Purchaser may give Vendor notice setting forth which specific representations and warranties were not true in all material respects or which specific obligations and covenants were not timely performed in all material respects, including details of how such representations and warranties were not true or such obligations and covenants were not timely performed. If Purchaser fails to provide such notice in respect of any representations and warranties that were not true in all material respects or any obligations and covenants that were not timely performed in all material respects, then Purchaser shall mean be deemed to have waived the condition precedent in Clause 3.1(a)(i) in respect to those representations, warranties, obligations and covenants. If the direct consequence of the applicable representations and warranties not being true in all material respect or the applicable obligations and covenants not being timely performed in all material respects for which Purchaser has duly given such notice to Vendor reasonably would be expected to give rise to aggregate Losses and Liabilities for Vendor, KEL Amalco or any Acquired Entity after Closing of: (i) up to , then the condition precedent in Clause 3.1(a)(i) shall be deemed to have been satisfied prior to the Closing Time; (ii) more than but less than or equal to then, for the purposes of Closing, the condition precedent in Clause 3.1(a)(i) shall be deemed to have been satisfied prior to the Closing Time, but following Closing Purchaser shall be entitled to an equitable adjustment to the Purchase Price to compensate it for the expected Losses and Liabilities that are more than but less than or equal to and that reasonably would be expected to arise as a certificate direct consequence of the applicable representations and warranties not being true in all material respect or the form applicable obligations and covenants not being timely performed in all material respects. If the Parties cannot agree on the amount of Exhibit D annexed heretosuch equitable Purchase Price adjustment within 45 days following Closing, then either Party may require that the matter be resolved by arbitration as provided that if in Clause 14.5(c). If any Lease prescribes of the form applicable representations and warranties are corrected or contents the applicable obligations and covenants performed after Closing, then any such expected Losses and Liabilities associated with such representations, warranties, obligations or covenants shall be excluded from consideration in reaching such equitable Purchase Price adjustment; or (iii) more than , then, subject to Clause 3.1(d), Purchaser may terminate this Agreement by notice to Vendor immediately prior to the Closing Time. (c) If any of an estoppel certificate the conditions precedent set out in Clauses 3.1(a)(ii), (iii) and (iv) has not been satisfied, complied with or waived by Purchaser at or before the Closing Time, then, subject to Clause 3.1(d), Purchaser may terminate this Agreement by written notice to Vendor immediately prior to the Closing Time. (d) If, prior to the Closing Time on the Closing Date (as determined without reference to this Clause 3.1(d)), as a consequence of any of the conditions precedent set out in Clause 3.1(a) not having been satisfied, complied with or waived by Purchaser, Purchaser would otherwise be delivered entitled to terminate this Agreement immediately prior to the Closing Time as provided in Clause 3.1(b)(iii) or (c), then the Closing Date shall be extended, without any further actions by the tenantParties, "TENANT ESTOPPEL CERTIFICATE" until December 30, 2005, and during such extension Vendor shall mean an estoppel certificate in use its commercially reasonable efforts to satisfy or comply with such form or containing conditions precedent. The Closing Date may be further extended only by the written agreement of both Parties. If the Closing Date has been extended pursuant to this Clause 3.1(d), then on such contents;extended Closing Date, Clauses 3.1(b)(iii) and (c) shall be read without the cross-references to this Clause 3.1

Purchaser’s Conditions. Purchaser's The obligation of Purchaser to purchase Vendor's interest in and to the Property Assets is subject to the satisfaction of the following conditions precedent, any or all which are inserted herein and made part hereof for the exclusive benefit of which Purchaser and may be waived by Purchaser: (a) Seller For Final Discharge at and with the Completion of Closing: (i) all obligations of Vendor contained in this Agreement to be performed prior to or at Closing shall have been timely performed in all material respects, and a Certificate to that effect shall have been delivered by Vendor to Purchaser at Closing; and (ii) Vendor shall have delivered to Purchaser Tenant Estoppel Certificates, dated as of a date not more than forty-five (45) days at or prior to Closing discharges of any security held or no interest letters by any Third Party encumbering Vendor’s interest in and to the Assets or any part or portion thereof, which discharges or no interest letters are requested by Purchaser a reasonable time prior to Closing; AND (b) For Final Discharge at or before the Closing Date, from the holders of the tenants' interest under Leases which demise not less than 80% of the rentable square footage demised as of the date hereof under the Leases. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% of the rentable square footage demised under the Leases as of the date hereof, Seller may Time: (but i) there shall not be obligated to) satisfy have occurred any material adverse changes to the foregoing condition Assets of which the Vendor is aware and that there has occurred, the Vendor has given notice thereof to the Purchaser, and a Certificate to that effect shall have been delivered by executing and delivering Vendor to Purchaser at the Closing a certificate from Seller Time. If any one or more of the foregoing conditions precedent of Section 3.1(a)(i) or (ii) has or have not been satisfied, complied with, or waived by Purchaser, at or before the "SELLER'S ESTOPPEL CERTIFICATE") setting forth Closing, Purchaser may in addition to any other remedies which it may have available to it, rescind this Agreement by written notice to Vendor to be received by Vendor before the matters completion of Closing. If the Vendor fails to discharge the condition precedent of Section 3.1(b)(i), the Purchaser may in addition to any other remedies which would it may have been set forth in available to it, by no later than immediately following the Tenant Estoppel Certificate(s) for any Leases selected occurrence of such failure or at the Closing Time, rescind this Agreement by Seller and for which Seller has been unable written notice to obtain a Tenant Estoppel CertificateVendor, to be received by Vendor before the extent necessary to increase to 80% completion of the rentable square footage demised under Leases as of Closing Time. If Purchaser has the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver right to Purchaser a Tenant Estoppel Certificate. For purposes of and validly and timely rescinds this Agreement, Vendor shall forthwith return the term "TENANT ESTOPPEL CERTIFICATE" Deposit to Purchaser, and Purchaser and Vendor shall mean a certificate be released and discharged from all obligations hereunder except as provided otherwise in the form of Exhibit D annexed hereto, provided that if any Lease prescribes the form or contents of an estoppel certificate to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;this Agreement.

Purchaser’s Conditions. Purchaser's The obligation of Purchaser to purchase Vendor’s interest in and to the Property Assets is subject to the satisfaction of the following conditions precedent, any or all which are inserted herein and made part hereof for the exclusive benefit of which Purchaser and may be waived by PurchaserPurchaser in whole or in part: (a) Seller the representations and warranties of Vendor herein contained shall be true in all material respects when made and as of the Closing Date; (b) the Assigned Contracts shall have delivered been assigned to Purchaser Tenant Estoppel Certificates, dated as with amended scheduled withdrawals to be negotiated by Purchaser and the applicable third party who shall agree that Purchaser is not in default of a date not more than forty-five (45) days such Assigned Contracts for anything occurring prior to the date of the Approval Order; (c) the Excluded Contracts shall have been disclaimed by the Receiver and shall not be required to be assumed by Purchaser as part of the Transaction and Purchaser shall not have incurred any liability for any obligations arising under such Excluded Contracts as a result of any termination thereof or otherwise; (d) the Tidewater Retained Amount shall have been released and paid in full to Tidewater; (e) the outstanding accounts receivable owing by Blaze Energy Ltd. to Tidewater shall have been settled by way of (i) the assignment to Tidewater of the carbon credits associated with the ▇▇▇▇▇▇▇ River Complex and (ii) the assignment to Tidewater of Blaze Energy Ltd.’s deep mineral rights in the Brazeau area of Alberta, all as more particularly described and set forth in Schedule “G” hereto; (f) the unpaid royalties owing by Blaze Energy Ltd. to Alberta Energy that accrued up to and including the date of the final statement of adjustments under the November 15, 2016 transaction between Blaze Energy Ltd. and Tidewater shall have been paid in full with satisfactory evidence thereof being provided to Tidewater prior to Closing; (g) from the Effective Date until the Closing Date, from in Purchaser’s reasonable opinion, the holders Assets shall have suffered no material, adverse damage or change, caused by Vendor; and (h) all obligations of Vendor contained in this Agreement to be performed prior to or at Closing shall have been timely performed in all material respects. If any one or more of the tenants' interest under Leases which demise foregoing conditions precedent has or have not less than 80% of the rentable square footage demised as of the date hereof under the Leases. Ifbeen satisfied, howevercomplied with, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% of the rentable square footage demised under the Leases as of the date hereofor waived by Purchaser, Seller may (but shall not be obligated to) satisfy the foregoing condition by executing and delivering to Purchaser at Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been set forth in the Tenant Estoppel Certificate(s) for any Leases selected by Seller and for which Seller has been unable to obtain a Tenant Estoppel Certificate, to the extent necessary to increase to 80% of the rentable square footage demised under Leases as of the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive or before the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver Date, Purchaser may terminate this Agreement by written notice to Vendor. If Purchaser a Tenant Estoppel Certificate. For purposes of terminates this Agreement, the term "TENANT ESTOPPEL CERTIFICATE" Vendor and Purchaser shall mean a certificate be released and discharged from all obligations hereunder except as provided in the form of Exhibit D annexed hereto, provided that if any Lease prescribes the form or contents of an estoppel certificate to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;section 11.13.

Purchaser’s Conditions. Purchaser's The obligation of the Purchaser to purchase complete the Property is Transaction shall be subject to the satisfaction following conditions: within twenty (20) Business Days of the following conditions precedentPurchaser receiving written notice of the Revised Purchase Price, any the Purchaser being satisfied with the Vendor’s proposed terms for the interior fit-out of the Premises and the availability of the Vendor’s contractors to perform and manage the work required to complete the interior fit-out of the Premises, on terms and at a cost acceptable to the Purchaser, acting reasonably; within twenty (20) Business Days of the Purchaser receiving written notice of the Revised Purchase Price, the Purchaser being satisfied that the permitted uses and configuration of the Premises and the Complex, as approved by the City at the third reading of the rezoning application for the Lands, are materially the same as those originally submitted as part of the rezoning application; within twenty (20) Business Days of the Purchaser receiving written notice of the Revised Purchase Price, the Purchaser being satisfied with the Revised Purchase Price; within twenty (20) Business Days of the Purchaser receiving written notice of the Revised Purchase Price, the Purchaser and the St. Andrew’s United Church entering into a space sharing agreement (the “Space Sharing Agreement”) in respect the Premises, on terms acceptable to both parties; the Purchaser having received notice of the Final Purchase Price by the earlier of ninety (90) days after the Third Condition Date or December 31, 2019, and if the Final Purchase Price is greater than 105% of the Revised Purchase Price, the Purchaser notifying the Vendor within twenty (20) Business Days of the Purchaser receiving such written notice that the Purchaser is satisfied with the Final Purchase Price; on the Closing Date, all of which may the terms, covenants and conditions of this Agreement to be waived complied with or performed by Purchaser: (a) Seller the Vendor shall have been complied with or performed in all material respects; and on the Closing Date, the representations and warranties of the Vendor set out in Section 4.1 shall be true and accurate in all material respects, and the Vendor shall have delivered to the Purchaser Tenant Estoppel Certificatescertificates dated the Closing Date as contemplated by Sections 6.1(f) and 6.1(g). The conditions set out in this Section 5.2 are for the benefit of the Purchaser and may be waived in whole or in part by the Purchaser, dated as of a date not more than forty-five (45) days prior in its sole discretion, by written notice to the Closing DateVendor on or before the applicable date. For greater clarity, from the holders of condition set out in Section 5.2(e) shall only be applicable if the tenants' interest under Leases which demise not less Final Purchase Price is greater than 80105% of the rentable square footage demised as of Revised Purchase Price and such condition shall be deemed satisfied if the date hereof under the Leases. If, however, Seller Final Purchase Price is unable equal to obtain Tenant Estoppel Certificates from tenants under Leases demising not or less than 80105% of the rentable square footage demised under the Leases as of the date hereof, Seller may (but shall not be obligated to) satisfy the foregoing condition by executing and delivering to Purchaser at Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been set forth in the Tenant Estoppel Certificate(s) for any Leases selected by Seller and for which Seller has been unable to obtain a Tenant Estoppel Certificate, to the extent necessary to increase to 80% of the rentable square footage demised under Leases as of the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes of this Agreement, the term "TENANT ESTOPPEL CERTIFICATE" shall mean a certificate in the form of Exhibit D annexed hereto, provided that if any Lease prescribes the form or contents of an estoppel certificate to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;Revised Purchase Price.

Purchaser’s Conditions. Purchaser's The obligation of the Purchaser to purchase accept the Property is Consideration Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions precedent, (any or all of which may be waived by Purchaser:the Purchaser in writing, in whole or in part, to the extent permitted by applicable Law): (a) Seller Buckeye shall have delivered performed and complied with the covenants and agreements contained in this Agreement that are required to Purchaser Tenant Estoppel Certificates, dated as of a date not more than forty-five (45) days be performed and complied with by Buckeye on or prior to the Closing Date; (b) (i) The representations and warranties of Buckeye (A) set forth in Sections 3.1, from the holders of the tenants' interest under Leases which demise not less than 80% of the rentable square footage demised 3.2 and 3.5 and (B) contained in this Agreement that are qualified by materiality or a Material Adverse Effect shall be true and correct when made and as of the date hereof under the Leases. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% Closing Date and (ii) all other representations and warranties of Buckeye shall be true and correct in all material respects when made and as of the rentable square footage demised under Closing Date, in each case as though made at and as of the Leases Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only, it being expressly understood and agreed that representations and warranties made “As of the date hereof” or “As of the date of this Agreement”, Seller may (but shall or a similar phrase, are made as of February 15, 2011, and will not be obligated torequired to be true and correct as of the Closing Date); (c) satisfy Buckeye shall have filed with the foregoing condition by executing NYSE a supplemental listing application to list the LP Units issued pursuant hereto and delivering to Purchaser at Closing a certificate the LP Units underlying those Consideration Units that are Class B Units; (d) No notice of delisting from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would NYSE shall have been set forth received by Buckeye with respect to the LP Units; (e) The Partnership Agreement Amendment shall have be in the Tenant Estoppel Certificate(sfull force; (f) for any Leases selected by Seller and for which Seller has been unable Buckeye shall have delivered, or caused to obtain a Tenant Estoppel Certificatebe delivered, to the extent necessary to increase to 80% Purchaser at the Closing, Buckeye’s closing deliveries described in Section 2.6; and (g) The execution and delivery by Buckeye of the rentable square footage demised under Leases as of the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes of this Registration Rights Agreement, the term "TENANT ESTOPPEL CERTIFICATE" shall mean a certificate in the form of Exhibit D annexed hereto, provided that if any Lease prescribes the form or contents of an estoppel certificate to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;.

Purchaser’s Conditions. Purchaser's The obligation of Purchaser to purchase acquire the Property under this Agreement is subject to the satisfaction of the following conditions precedent, any precedent or all of which may be waived by Purchaserconditions concurrent: (a) Delivery of Purchaser’s notice to proceed, as provided in Section 3.5; (b) Delivery and execution by Seller to Escrow Holder of all monies, items and other instruments to be delivered by Seller to Escrow Holder, provided, however, that the original Leases and Service Contracts which survive Closing, and the leasing and property files and records pertaining to day-to-day operation, leasing and maintenance of the Property, to the extent same are in the possession of Seller, shall be held at the Property for delivery to the Purchaser incident to Closing; (c) Seller’s covenants, warranties and representations set forth herein shall be true and correct as of the Closing Date; (d) All of the actions by Seller contemplated by this Agreement shall have delivered to been completed; (e) There shall be no uncured default by Seller of any of its obligations under this Agreement; (f) Purchaser shall have received, on or before five (5) days before the Closing Date, Tenant Estoppel Certificates, dated as set forth in Section 15, from each of the tenants under the Leases; (g) Prior to the expiration of the Inspection Period, Purchaser shall have received from a date lender reasonably satisfactory to Purchaser a commitment to finance Purchaser’s acquisition of the Property on terms not more less favorable to Purchaser than forty-five the terms described in Schedule 4; (45h) days Title Company shall be irrevocably committed to issue the Title Policy subject to the Permitted Exceptions; (i) Seller shall not be the subject of any voluntary or involuntary proceeding under any federal or state bankruptcy or insolvency law; and (j) If the renovations described in Section 5.1(e) have not been completed prior to the Closing Date, from the holders of the tenants' interest under Leases which demise not less than 80% of the rentable square footage demised as of the date hereof under the Leases. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% of the rentable square footage demised under the Leases as of the date hereof, Seller may (but shall not be obligated to) satisfy the foregoing condition by executing and delivering to Purchaser at Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been set forth in the Tenant Estoppel Certificate(s) for any Leases selected by Seller and Purchaser shall have agreed in writing on the plans and specifications for which Seller has been unable to obtain a Tenant Estoppel Certificate, to the extent necessary to increase to 80% of the rentable square footage demised under Leases as of the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes of this Agreement, the term "TENANT ESTOPPEL CERTIFICATE" shall mean a certificate in work and the form of Exhibit D annexed hereto, provided that if any Lease prescribes the form or contents of an estoppel certificate to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;License Agreement.

Purchaser’s Conditions. (a) The Purchaser's ’s obligation to purchase complete the Property Transactions is subject to the satisfaction or waiver at or before the Closing Time of the following conditions precedent, any or precedent (each of which conditions precedent is acknowledged to be for the exclusive benefit of the Purchaser): (1) all of which may the representations and warranties of Seller made in this Agreement shall, except as qualified by the contents of the Disclosure Schedules, shall be waived true and correct in all respects (in the case of any representation or warranty qualified by Purchaser:materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect), on the Effective Date and on and as of the Closing Date with the same effect as though made at the Closing Date; (a2) Seller shall have complied with or performed all of the obligations, covenants and agreements under this Agreement to be complied with or performed by Seller at or before the Closing Time, including Seller’s Closing deliveries specified in Section 3.2; (3) Purchaser shall be prepared to file the TTB Application and WSLCB Application in accordance with Sections 6.6 and 6.7 and Purchaser shall have determined in its discretion that there are no events or circumstances that would reasonably impair Purchaser’s ability to timely be issued and obtain a TTB Basic Permit pursuant to the TTB Application or assume Seller’s WSLCB License pursuant to the WSLCB Application; (4) Seller shall have paid all Taxes, including any applicable excise taxes on liquor and wine products due and payable on or prior to the Closing Date; (5) All Encumbrances relating to the Purchased Assets shall have been released in full, other than Permitted Encumbrances, and Seller shall have delivered to Purchaser Tenant Estoppel Certificateswritten evidence, dated as in form satisfactory to Purchaser in its sole discretion, of a date not more than forty-five the release of such Encumbrances; (456) days prior ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ shall have contributed all of his right, title and interest in and to the option (the “Building Option”) to purchase certain real property, structures, and improvements located at ▇▇▇ ▇. ▇▇▇ ▇▇▇. and ▇▇ ▇. ▇▇▇▇▇▇ St., Walla Walla, Washington 99362 (collectively the “▇▇▇▇▇▇▇▇ Building”) pursuant to a Contribution Agreement between ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and A Fine Old Building, LLC (“Building Company”); and (7) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ shall have caused Building Company to exercise the Building Option, and title to the ▇▇▇▇▇▇▇▇ Building shall have been vested in the name of the Building Company. (b) If any of the conditions in Section 4.2(a) shall not be satisfied or fulfilled in full at or before the Outside Closing Date, from the holders of the tenants' interest under Leases which demise not less than 80% of the rentable square footage demised as of the date hereof under the Leases. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% of the rentable square footage demised under the Leases as of the date hereof, Seller then Purchaser may (but shall not be obligated to1) satisfy the foregoing waive compliance with any such condition by executing and delivering notice in writing to Purchaser at Closing Seller, except that no such waiver shall operate as a certificate from Seller waiver of any other condition, or (the "SELLER'S ESTOPPEL CERTIFICATE"2) setting forth the matters which would have been set forth in the Tenant Estoppel Certificate(s) for any Leases selected by Seller and for which Seller has been unable exercise its rights to obtain a Tenant Estoppel Certificate, to the extent necessary to increase to 80% of the rentable square footage demised under Leases as of the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes of terminate this Agreement, the term "TENANT ESTOPPEL CERTIFICATE" shall mean a certificate in the form of Exhibit D annexed hereto, as provided that if any Lease prescribes the form or contents of an estoppel certificate to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;herein.

Purchaser’s Conditions. Purchaser's The obligation of the Purchaser to purchase the Property Purchased Shares is subject to the satisfaction following terms and conditions for the exclusive benefit of the following conditions precedent, any Purchaser to be fulfilled and/or performed at or all prior to the Time of which may be waived by PurchaserClosing: (a) Seller the covenants, representations and warranties of the Sellers contained in this agreement or in any Schedule hereto or certificate or other document delivered to the Purchaser pursuant hereto shall be true and correct as of and shall have delivered to Purchaser Tenant Estoppel Certificates, dated been remade by the Sellers at the Time of Closing with the same force and effect as when they were made upon the full execution of this agreement and regardless of the date as of which the information in this agreement or any such Schedule or certificate or document is given. The Purchaser shall have received at the Time of Closing a date not more than forty-five (45) days prior to certificate of each Seller dated the Closing Date, from in form satisfactory to Purchaser's Counsel, to the holders of the tenants' interest under Leases which demise not less than 80% of the rentable square footage demised effect that such covenants, representations and warranties referred to above are remade as of the date hereof under Closing Date with the Leases. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% same force and effect as when they were made upon the full execution of the rentable square footage demised under the Leases as this agreement and regardless of the date hereof, Seller may (but as of which the information in this agreement or in any Schedule hereto or certificate or other document delivered to Purchaser pursuant hereto was given; provided that the acceptance of such certificate and the closing of the transactions contemplated herein provided for shall not be obligated toa waiver of the covenants, representations and warranties contained herein or in any Schedule hereto or in any certificate or document given pursuant to this agreement or in the certificate under this subsection (a), which covenants, representations and warranties shall continue in full force and effect as provided in Article 5; (b) satisfy the foregoing condition Sellers shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by executing it and, where applicable, shall have supplied the Purchaser with satisfactory evidence of such compliance; (c) [Intentionally Omitted]; (d) at the Closing Date, there shall have been no material adverse change in the affairs, assets, liabilities, financial condition, prospects or business (financial or otherwise) of the Corporation since the date of the Month Financial Statements other than with respect to corporate taxes payable as contemplated herein; (e) no substantial damage by fire or other hazard to the physical assets of the Corporation shall have occurred prior to the Time of Closing (whether or not covered by insurance); (f) no legislation (whether by statute, by-law, regulation or otherwise) shall have been enacted or introduced which, in the opinion of the Purchaser, adversely affects or may adversely affect the operations and delivering Business of the Corporation; (g) [Intentionally Omitted]; (h) the Sellers shall have provided the Purchaser with evidence satisfactory to the Purchaser of the obtaining of consents from and of the making of notice to any third parties as may be required in connection with the transactions contemplated hereby; (i) at or prior to the Time of Closing the Purchaser shall have received assurances satisfactory to Purchaser at Closing in its sole discretion that all liens and encumbrances on the assets and properties of the Corporation, other than items designated as a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE"permitted encumbrances" on Schedule 3.1(f) setting forth the matters which would hereto shall have been set forth in released; (j) at the Tenant Estoppel Certificate(s) for any Leases selected by Seller and for which Seller has been unable to obtain a Tenant Estoppel CertificateTime of Closing on the Closing Date, to the extent necessary to increase to 80% upon fulfillment of all of the rentable square footage demised under Leases as of the date hereof for other conditions set out in this Article 6 which a Tenant Estoppel Certificate has have not been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which waived in writing by the applicable tenant party, the Sellers shall deliver to the Purchaser: (i) certificates respecting all the Purchased Shares duly endorsed for transfer to the Purchaser a Tenant Estoppel Certificate. For purposes and will cause transfers of this Agreementsuch shares to be duly and regularly recorded in the name of the Purchaser on the books and records of the Corporation; (ii) good standing certificates and tax goods standing certificates for the Corporation from the Commonwealth of Pennsylvania as well as evidence reasonably satisfactory to Purchaser that the Corporation has submitted or is prepared to submit the materials necessary to become qualified to do business in the Commonwealth of Massachusetts; (iii) certified copies of the articles of incorporation and by-laws of the Corporation; (iv) an opinion of Sellers' Counsel reasonably satisfactory to Purchaser's counsel; (v) copies of all Leases and Contracts not previously delivered to Purchaser; (vi) resignations and releases of all directors and officers of the Corporation in forms acceptable to Purchaser; (vii) the corporate seals of the Corporation and all corporate records and books of account of the Corporation, including without limiting the generality of the foregoing, the term minute books, share register books, share certificate books and annual reports; and (viii) Invention Assignments executed by each of the Development Employees and Agents of the Corporation; (ix) The Employment Agreements executed by each of the Sellers and Purchaser's standard "TENANT ESTOPPEL CERTIFICATEwork for hire" shall mean and confidentiality agreements executed by each of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇; (x) an appropriate termination of any shareholders agreement of the Corporation in a certificate in the form of Exhibit D annexed hereto, provided that if any Lease prescribes the form or contents of an estoppel certificate reasonably acceptable to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contentsPurchaser;

Purchaser’s Conditions. Purchaser's obligation 2.1 Each of the Seller Warranties and each of the Promoter Warranties (disregarding any reference to purchase materiality or Material Adverse Effect contained therein) shall be true and correct when made and as of the Property Completion Date as though made at such date (except that any Seller Warranties and any Promoter Warranties that are made as of a specified date shall be true and correct only as of such specified date), in each case except where any failure of such Seller Warranties and Promoter Warranties to be so true and correct is subject not, a Material Adverse Effect, provided however that each of the Fundamental Seller Warranties and the Fundamental Promoter Warranties shall be true and correct in all respects when made and as of the Completion Date. 2.2 There being no breach of the obligations (and for the avoidance of doubt excluding breach of a Seller Warranty or a Promoter Warranty) required to be performed under this Agreement which would individually or in aggregate constitute a material breach of this Agreement at Completion. 2.3 No Material Adverse Effect has occurred since the date of this Agreement and continues to exist at Completion. 2.4 The consents and amendments set out in Appendix 16 shall have been obtained in accordance with Appendix 16. 2.5 The Novations set forth in paragraph (A) (1) and (2) of Appendix 17 shall have been effected to the reasonable satisfaction of the following conditions precedentPurchaser in the manner contemplated in Appendix 17. 2.6 The Brazil JV Interest Purchase Agreements having been executed and are wholly unconditional in accordance with their terms such that they are capable of being closed in accordance with their terms within 24 hours of Completion. 2.7 The Seller, any or all of which may be waived by Purchaser: (a) Seller the Purchaser and the CEV Escrow Agent shall have delivered to Purchaser Tenant Estoppel Certificates, dated as of entered into the CEV Escrow Agreement in accordance with Clause 3.7A and the CEV Escrow Side Letter. 2.8 The Final Individual Accounts will not show a date not more than forty-five (45) days prior to the Closing Date, material adverse difference from the holders Draft Individual Accounts, when taken in the context of the tenants' interest under Leases which demise Group as a whole. 2.9 The Final Limited Review Accounts will not less than 80% of show a material adverse difference from the rentable square footage demised as of the date hereof under the Leases. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% of the rentable square footage demised under the Leases as of the date hereof, Seller may (but shall not be obligated to) satisfy the foregoing condition by executing and delivering to Purchaser at Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been set forth in the Tenant Estoppel Certificate(s) for any Leases selected by Draft Limited Review Accounts. 2.10 The Seller and for which Seller has been unable to obtain a Tenant Estoppel Certificate, to the extent necessary to increase to 80% of Purchaser shall have entered into the rentable square footage demised under Leases as of Regulatory Escrow Agreement in accordance with Clause 3.7B and the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes of this Agreement, the term "TENANT ESTOPPEL CERTIFICATE" Purchaser, ▇▇▇ and the India Purchaser shall mean a certificate in have entered into the form of Exhibit D annexed hereto, provided that if any Lease prescribes the form or contents of an estoppel certificate to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;Regulatory Escrow Side Letter.

Purchaser’s Conditions. The Purchaser's ’s obligation to consummate each purchase of the Property Servicing Rights pursuant to this Agreement is subject to the satisfaction or waiver by the Purchaser of the following conditions precedentenumerated in this Section 7.01 on or prior to each Sale Date. In addition, any prior to the initial Sale Date, the Seller shall have executed and delivered or all of which may be waived by Purchaser:caused to have executed and delivered the Closing Documents required in Section 7.03. (a) The Seller shall have delivered performed in all material respects all of its covenants and agreements contained herein which are required to Purchaser Tenant Estoppel Certificates, dated as of a date not more than forty-five (45) days be performed by it on or prior to the Closing Dateinitial Sale Date including but not limited to compliance with applicable Agency Requirements, from the holders Servicing Transfer Procedures, and the obligations of the tenants' interest under Leases which demise not less than 80% of the rentable square footage demised as of the date hereof under the Leases. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% of the rentable square footage demised under the Leases as of the date hereof, Seller may (but shall not be obligated to) satisfy the foregoing condition by executing and delivering to Purchaser at Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been set forth in Sections 2.02 through 2.04 hereof. (b) All of the Tenant Estoppel Certificate(srepresentations and warranties of the Seller contained in this Agreement shall be true and correct in all material respects as of each Sale Date. (c) for any Leases selected by Seller and for which Seller has been unable to obtain a Tenant Estoppel Certificate, Prior to the extent necessary initial Sale Date, the Purchaser shall have completed a due diligence review relating to increase to 80% the Mortgage Loans, the Agency Requirements and the contents of the rentable square footage demised under Leases as Servicing Files and the Seller’s prior servicing activities and shall have determined in its discretion, that, among other things: (i) the books, records and accounts of the date hereof for which Seller with respect to the Agencies are in order, (ii) the information provided in the Mortgage Loan Schedule is true and correct, (iii) the Mortgage Loans comply with applicable laws, regulations and all Agency Requirements; (iv) there is no missing or improper documentation: and (v) servicing is being performed in a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state manner consistent with the servicing that the representations made therein Purchaser shall survive be required to perform under the Closing Agency Requirements. During the conduct of the Purchaser’s due diligence, the Seller shall provide access to servicing records, loan files and other Seller books and records and will cooperate with the Purchaser in completing such due diligence. Purchaser agrees to hold all such information in confidence and not to use or disclose such information except pursuant to the purposes of this Agreement. In the event that (because of the flow nature of the transactions contemplated hereunder) Mortgage Loans have not yet been identified or segregated into Pools at the time such initial due diligence is performed, the Seller will make available for review a period sample of six (6) months or until such earlier date other Mortgage Loans and representative Servicing Files with characteristics similar to those of the Mortgage Loans and related Servicing Files. Following the Purchaser’s initial due diligence, and upon the Purchaser’s request, the Seller shall permit the Purchaser to perform reasonable and relevant follow up on which site due diligence reviews at least quarterly. The Seller acknowledges and agrees that, during the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes term of this Agreement, the term "TENANT ESTOPPEL CERTIFICATE" financial and other reports and the notification of changed circumstances and significant events which Seller is obligated to provide Purchaser under this Agreement will be provided. The Purchaser’s rights to perform audits and inspections thereunder are affirmed under this Agreement. (d) The approval of the Purchaser of all documentation, tri-party agreements and such other agreements and the execution thereof by the Purchaser and the Seller as may be required to effectuate the transfer of the Servicing Rights by the Seller to the Purchaser in accordance with the Agency Requirements. (e) The Seller’s payment of the costs of securing any and all Agency approvals of the Purchaser’s acquisition of the Servicing Rights and the Seller’s payment of the costs of preparing and recording Assignments of Mortgages and/or preparing endorsements of Mortgage Notes, as required. (f) The delivery by the Seller to the Purchaser of all applicable Agency Consents and the written approval of and consent to the transfer of the Servicing Rights from any other party from whom approval is required under applicable law. (g) The Purchaser’s determination in its reasonable discretion that the Seller has the financial ability to discharge its indemnification and repurchase obligations as set forth herein. (h) There shall mean a certificate in not have been commenced or, to the form knowledge of Exhibit D annexed either party hereto, provided threatened any action, suit or proceeding which is likely to materially or adversely affect the completion of the transactions contemplated hereby. (i) No officer, loan originator or other personnel of the Seller shall have been indicted, arraigned, convicted or shall be under investigation for any criminal offenses or any fraudulent activity related to the origination, servicing and sale of the Mortgage Loans. It is specifically understood that if any Lease prescribes the form or contents of an estoppel certificate Crescent Banking Company is liable, along with Crescent Mortgage Services, Inc., and Crescent Bank & Trust Company, to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;Purchaser under this Section 7.01.

Purchaser’s Conditions. Purchaser's The obligation of Purchaser to purchase Vendor’s interest in and to the Property Assets is subject to the satisfaction of the following conditions precedent, any or all which are inserted herein and made part hereof for the exclusive benefit of which Purchaser and may be waived by Purchaser: (a) Seller the representations and warranties of Vendor herein contained shall be true in all material respects when made and as though made as at and as of the Closing Time; (b) all obligations of Vendor contained in this Agreement to be performed prior to or at the Closing Time shall have been timely performed in all material respects; (c) from the date hereof to the Closing Time, the Assets, considered in the aggregate, shall have suffered no material adverse damage or change; and (d) Vendor shall have delivered to Purchaser Tenant Estoppel Certificates, dated as of a date not more than forty-five (45) days at or prior to the Closing DateTime: (i) discharges of, from or no interest letters in respect of, any security held by any Third Party encumbering Vendor’s interest in and to the holders Assets or any part or portion thereof, which discharges were requested by Purchaser a reasonable time prior to the Closing Time; (ii) the written consent of Cenovus Energy Inc. to the assignment of the tenants' interest rights and obligations of Vendor under Leases which demise not less than 80% and by virtue of the rentable square footage demised as Net Royalty Agreement; and (iii) a Notice of Assignment in respect of the date hereof under the Leases. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% assignment of the rentable square footage demised rights and obligations of Vendor under the Leases as and by virtue of the date hereofNet Royalty Agreement, Seller executed by Vendor. If any one or more of the foregoing conditions precedent has or have not been satisfied, complied with, or waived by Purchaser by the Closing Time, Purchaser may (but in addition to any other remedies which it may have available to it, rescind this Agreement by written notice to Vendor, provided that Purchaser shall not be obligated to) satisfy permitted to exercise or purport to exercise any right of termination pursuant to this section 3.2 if the foregoing condition by executing and delivering event or circumstances giving rise to such right is due to a Purchaser at Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been set forth in the Tenant Estoppel Certificate(s) for any Leases selected by Seller and for which Seller has been unable to obtain a Tenant Estoppel Certificate, to the extent necessary to increase to 80% of the rentable square footage demised under Leases as of the date hereof for which a Tenant Estoppel Certificate has been obtainedDefault. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver to If Purchaser a Tenant Estoppel Certificate. For purposes of rescinds this Agreement, Purchaser and Vendor shall be released and discharged from all obligations hereunder except as provided in section 11.14, and the term "TENANT ESTOPPEL CERTIFICATE" Deposit shall mean a certificate be governed in the form of Exhibit D annexed hereto, provided that if any Lease prescribes the form or contents of an estoppel certificate to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;accordance with section 2.7(d).

Purchaser’s Conditions. Purchaser's The obligation of the Purchaser to consummate the purchase of the Property is Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions precedent, (any or all of which may be waived by Purchaser:the Purchaser in writing with respect to the Purchased Units, in whole or in part, to the extent permitted by applicable Law): (a) Seller AMID shall have delivered performed and complied with the covenants and agreements contained in this Agreement that are required to Purchaser Tenant Estoppel Certificates, dated as of a date not more than forty-five (45) days be performed and complied with by AMID on or prior to the Closing Date; (i) The representations and warranties of AMID (A) set forth in Sections 3.1, from the holders of the tenants' interest under Leases which demise not less than 80% of the rentable square footage demised 3.2 and 3.5 and (B) contained in this Agreement that are qualified by materiality or a Material Adverse Effect shall be true and correct when made and as of the date hereof under the Leases. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% Closing Date and (ii) all other representations and warranties of AMID shall be true and correct in all material respects when made and as of the rentable square footage demised under Closing Date, in each case as though made at and as of the Leases Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only, it being expressly understood and agreed that representations and warranties made “As of the date hereof” or “As of the date of this Agreement”, Seller may or a similar phrase, are made as of June 30, 2015); (but c) The NYSE shall not be obligated to) satisfy have authorized, upon official notice of issuance, the foregoing condition by executing and delivering to Purchaser at Closing a certificate from Seller (listing of the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been LP Units issuable upon conversion of Series A-2 Units, as set forth in the Tenant Estoppel Certificate(sPartnership Agreement Amendment; (d) for any Leases selected No notice of delisting from the NYSE shall have been received by Seller and for which Seller has been unable AMID with respect to obtain a Tenant Estoppel Certificatethe LP Units; (e) AMID shall have delivered, or caused to be delivered, to each Purchaser at the extent necessary to increase to 80% of the rentable square footage demised under Leases as of the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes of this AgreementClosing, the term "TENANT ESTOPPEL CERTIFICATE" shall mean a certificate AMID’s closing deliveries described in the form of Exhibit D annexed hereto, provided that if any Lease prescribes the form or contents of an estoppel certificate to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;Section 2.6.

Purchaser’s Conditions. Purchaser's The obligation of the Purchaser to purchase accept the Property is Consideration Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions precedent, (any or all of which may be waived by Purchaser:the Purchaser in writing, in whole or in part, to the extent permitted by applicable Law): (a) Seller Buckeye shall have delivered performed and complied with the covenants and agreements contained in this Agreement that are required to Purchaser Tenant Estoppel Certificates, dated as of a date not more than forty-five (45) days be performed and complied with by Buckeye on or prior to the Closing Date; (b) (i) The representations and warranties of Buckeye (A) set forth in Sections 3.1, from the holders of the tenants' interest under Leases which demise not less than 80% of the rentable square footage demised 3.2 and 3.5 and (B) contained in this Agreement that are qualified by materiality or a Material Adverse Effect shall be true and correct when made and as of the date hereof under the Leases. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% Closing Date and (ii) all other representations and warranties of Buckeye shall be true and correct in all material respects when made and as of the rentable square footage demised under Closing Date, in each case as though made at and as of the Leases Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only, it being expressly understood and agreed that representations and warranties made “As of the date hereof” or “As of the date of this Agreement”, Seller may (but shall or a similar phrase, are made as of December 18, 2010, and will not be obligated torequired to be true and correct as of the Closing Date); (c) satisfy The NYSE shall have authorized, upon official notice of issuance, the foregoing condition by executing listing of the LP Units issued pursuant hereto and delivering to Purchaser at Closing a certificate from Seller the LP Units issuable upon conversion of Class B Units (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been as set forth in the Tenant Estoppel Certificate(sPartnership Agreement Amendment); (d) for any Leases selected No notice of delisting from the NYSE shall have been received by Seller Buckeye with respect to the LP Units; (e) The Partnership Agreement Amendment, in substantially the form attached as Exhibit A to this Agreement, shall have been duly adopted and for which Seller has been unable be in full force; (f) Buckeye shall have delivered, or caused to obtain a Tenant Estoppel Certificatebe delivered, to the extent necessary to increase to 80% Purchaser at the Closing, Buckeye’s closing deliveries described in Section 2.6; and (g) The execution and delivery by Buckeye of the rentable square footage demised under Leases as of the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes of this Registration Rights Agreement, the term "TENANT ESTOPPEL CERTIFICATE" shall mean a certificate in the form of Exhibit D annexed hereto, provided that if any Lease prescribes the form or contents of an estoppel certificate to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;.

Purchaser’s Conditions. Purchaser's ’s obligation to purchase consummate the Property is transactions contemplated in this Agreement and pay the Purchase Price and accept title to the Purchased Assets shall be subject to the satisfaction of the following conditions precedentprecedent on and as of the Closing Date to the reasonable satisfaction of Purchaser or the waiver thereof by Purchaser, which waiver shall be binding upon Purchaser only to the extent made in writing. 6.1.1 There shall not be in force any order, decree, judgment or injunction of any governmental authority enjoining or prohibiting the consummation of the transactions contemplated by this Agreement; and 6.1.2 No legal proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of the transactions contemplated by this Agreement, or (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation. 6.1.3 No material adverse effect shall have occurred as to any of the Facilities, any Seller, the Manager, or ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. 6.1.4 The representations and warranties of Seller contained in this Agreement shall be true and complete in all material respects as of which may the Closing Date and Seller shall be waived in compliance in all material respects with the terms and provisions of this Agreement, in each case subject only to exceptions permitted by this Agreement. 6.1.5 Purchaser shall receive the Title Policy from the Title Company in form satisfactory to Purchaser. 6.1.6 Seller shall deliver, and/or shall cause Existing Landlord to deliver, to Purchaser or, if applicable, to Title Company to be held in escrow in accordance with the terms of this Agreement, on or before the Closing Date the following: (a) Seller shall have delivered a special warranty deed in proper statutory form for recording, duly executed and acknowledged by Existing Landlord, sufficient to convey to Purchaser Tenant Estoppel Certificates(or its designee) fee simple title to the applicable portion of the Real Property free of all liens and encumbrances other than the Permitted Liens, dated in substantially the applicable form annexed hereto as Exhibit B-1 through B-4 (collectively, the “Deeds”); provided however that if legal descriptions in any of the Surveys differ from those set forth on Schedule 2.1, then Seller will use its best efforts to also cause Existing Landlord to deliver quitclaim deed(s) containing the legal description from the applicable Survey(s); (b) a quit claim ▇▇▇▇ of sale from Existing Landlord in substantially the form annexed hereto as Exhibit C, and a ▇▇▇▇ of sale from each Seller in substantially the form annexed hereto as Exhibit C-1, each sufficient to convey to Purchaser (or its designee) the applicable portion of the Purchased Assets; (c) such title affidavits as may be reasonably required, in connection with the issuance of the Title Policy; (d) a Foreign Investment in Real Property Tax Act affidavit duly executed by Seller or Existing Landlord, as applicable, in substantially the form annexed hereto as Exhibit D; (e) a Form 1099 identifying Existing Landlord’s gross proceeds and Existing Landlord’s tax identification number, if required by the Title Company; (f) a certificate, in form and substance reasonably acceptable to Purchaser, of a duly authorized member or manager of Seller to the effect that the representations and warranties of Seller set forth in this Agreement are true and complete in all material respects on and as of a date not more than forty-five (45) days prior to the Closing Date, from Seller has complied with all covenants of Seller set forth herein, and confirming the holders incumbency of the tenants' interest person(s) executing this Agreement and the documents contemplated by this Agreement on behalf of Seller; (g) termination agreement with respect to the Existing Lease and with respect to any guarantees executed and/or security interests granted by or on behalf of SLC or Sublessees as security for the obligations of SLC or Sublessees under Leases the Existing Lease; (h) an original payoff statement duly executed by Existing Landlord with respect to the amount of any loans or obligations then-owing by Seller to Existing Landlord, and all documents required to release any and all liens on the Purchased Assets which demise not less than 80% are security for such obligations along with authorization to the Title Company to duly record/file the same; (i) an amendment to each of the rentable square footage demised as Sublease and the Management Agreement to reflect the termination of the date hereof under Existing Lease and the Leases. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% execution of the rentable square footage demised under New Lease (as defined below); (j) a Lease Agreement between Purchaser and SLC (the Leases as “New Lease”) and all collateral/security documents contemplated by the terms of the date hereofNew Lease (collectively, the “Lease Documents”); (k) a Loan Agreement between National Health Investors, Inc., as Lender and SLC, as Borrower and all collateral/security documents contemplated thereby (collectively, the “Loan Documents”); (l) a counterpart copy of the Closing Statement signed by Existing Landlord and Seller; (m) an assignment of the Existing Purchase Option from SLC to Purchaser, together with any necessary ancillary documents or consents related thereto; (n) all encumbrances with respect to the personal property, other than Permitted Liens shall have been released; (o) Seller shall have received all licenses, permits and approvals to operate the Facilities, or filed applicable notices or received applicable consents with respect to the transaction as the case may be, to operate the Facilities after Closing (but other than ABC licenses which shall not be obligated toa condition to Closing); and (p) satisfy such other closing documents as Purchaser or the foregoing condition by executing and delivering to Purchaser at Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been set forth in the Tenant Estoppel Certificate(s) for any Leases selected by Seller and for which Seller has been unable to obtain a Tenant Estoppel Certificate, to the extent necessary to increase to 80% of the rentable square footage demised under Leases as of the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes of this Agreement, the term "TENANT ESTOPPEL CERTIFICATE" shall mean a certificate in the form of Exhibit D annexed hereto, provided that if any Lease prescribes the form or contents of an estoppel certificate to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;Title Company may reasonably require.

Purchaser’s Conditions. Purchaser's The obligation of the Purchaser to complete the purchase of the Property Lands on the Completion Date is subject to the satisfaction of and conditional upon the following conditions precedentprecedent (the “Purchaser’s Conditions”) being satisfied or waived not later than 5:00 p.m. (Vancouver time) on the Purchaser’s Condition Waiver Date, namely: the Purchaser obtaining a report on the environmental condition of the Lands, which is satisfactory to the Purchaser in its sole discretion; the Purchaser being satisfied in its sole discretion with its review of title to the Lands; the Purchaser being satisfied in its sole discretion as to the feasibility of developing the Lands as desired by the Purchaser and the economic viability of such development; the Purchaser obtaining a financing commitment for the purchase of the Lands which is satisfactory to the Purchaser in its sole discretion [Optional Alternative subject: the Purchaser obtaining mortgage financing from a bona fide arm’s length lender in an amount of not less than __________ Dollars ($_____) at an interest rate of not greater than ________ (____%) percent per annum calculated semi-annually not in advance with a ________ (____) year term and monthly payments of principal and interest of approximately __________ Dollars ($_____) (The Purchaser shall use all reasonable efforts to secure such mortgage financing.)]; and the Purchaser being satisfied in its sole discretion with any other due diligence searches and investigations which it may have carried out with respect to the Lands. The Purchaser’s Conditions are for the sole benefit of the Purchaser and may be unilaterally waived in writing in whole or in part by the Purchaser at any time up to and including the time specified above. If the Purchaser fails to notify the Vendor in writing of the satisfaction or waiver of all of the Purchaser’s Conditions by the time specified above, this Offer to Purchase will be null and void. In such event, the Brokerage is hereby irrevocably directed by the Vendor and the Purchaser to forthwith repay the Initial Deposit and accrued interest, in full, to the Purchaser without deduction save for the sum of Ten Dollars ($10.00) (which may will be waived retained by Purchaser: (a) Seller shall have delivered the Vendor in any event as consideration for the Vendor agreeing to Purchaser Tenant Estoppel Certificates, dated as of a date not more than forty-five (45) days revoke or withdraw this Offer to Purchase prior to the Closing Datetime specified above, from except as may be permitted pursuant to any other provision included in this Schedule B), and thereafter neither party will have any further obligations to the holders other hereunder, except for the obligation of the tenants' interest under Leases which demise not less than 80% Purchaser to maintain the confidentiality of all disclosed documents and instruments delivered to it, to return all copies of such documents and instruments and to indemnify the Vendor as set out in section 5 of this Offer to Purchase. [Optional Addition:] Representations and Warranties The Vendor hereby represents and warrants to the Purchaser as representations and warranties that are true at the date hereof and will be true at the time of completion and that are to continue and to survive the purchase of the rentable square footage demised Lands by the Purchaser until the Warranty Survival Date regardless of any independent investigations that the Purchaser may cause to be made and regardless of the removal or waiver of any Purchaser’s Conditions (as defined in Schedule B), that, subject to the limitations, if any, expressed herein: the Vendor will be on the Completion Date the sole registered and beneficial owner of the Lands free and clear of all liens, claims, judgments, charges, caveats and encumbrances whatsoever except the Permitted Encumbrances (subject to the provisions of this Offer to Purchase related to clearing title of the Vendor’s financial encumbrances), and that the Vendor has the full right and authority to sell the Lands and to transfer and assign valid title to the Lands to the Purchaser; to the best of its knowledge and information, all documents and instruments required to be delivered or made available to the Purchaser hereunder will be complete and accurate in all material respects as of the date hereof under of such delivery or communication to the Leases. IfPurchaser; from and after the date of this Offer to Purchase, howeverthe Vendor will cause the Lands to be properly kept, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% repaired, maintained and insured at the Vendor’s cost and expense so that on the Completion Date, the Purchaser will acquire the Lands in substantially the same condition and state of the rentable square footage demised under the Leases repair as of the date hereofof this Offer to Purchase, Seller may (but shall subject to reasonable wear and tear and save as otherwise provided for herein; to the best of its knowledge and information, the Vendor is not be obligated to) satisfy in default under any of its obligations arising out of any of the foregoing condition by executing Permitted Encumbrances; to the best of the Vendor’s knowledge, the Lands are not subject to any outstanding work order or notice of defect or non-compliance from any federal, provincial, civic or municipal board or official or like authority; and delivering to the best of the Vendor’s knowledge, there are no improvements on any adjoining lands, whether public or private that encroach on the Lands; except to the extent disclosed in any material delivered to the Purchaser at Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been set forth in the Tenant Estoppel Certificate(s) for any Leases selected by Seller and for which Seller has been unable pursuant to obtain a Tenant Estoppel Certificatesection 5 of this Offer to Purchase, to the extent necessary to increase to 80% best of the rentable square footage demised under Leases as Vendor’s knowledge, the Lands have not been used for the manufacturing, processing, storage or dumping of any hazardous or toxic substance or special waste or other waste which is defined in or regulated pursuant to the Environmental Management Act (British Columbia); and except to the extent disclosed in any material delivered to the Purchaser pursuant to section 5 of this Offer to Purchase, to the best of the date hereof for Vendor’s knowledge, the Lands are free of any explosives, radioactive materials, asbestos, urea formaldehyde foam insulation, hydrocarbon contaminants, underground storage tanks, pollutants, hazardous, corrosive or toxic substances, special waste or any other substance which a Tenant Estoppel Certificate has is defined in or regulated pursuant to the Environmental Management Act (British Columbia), nor have any environmentally hazardous materials been obtainedused or stored in or on the Lands, which could result in violation of any laws or regulations. Any Seller's Estoppel Certificate shall state The Vendor acknowledges that the representations made therein shall survive Purchaser is relying on the Closing for a period foregoing representations, warranties, covenants and agreements in connection with the purchase by the Purchaser of six the Lands. [NOTE: include the following if paragraphs (6l)and (m) months or until such earlier date on which the applicable tenant shall deliver to are not used:] The Purchaser a Tenant Estoppel Certificate. For purposes of this Agreementacknowledges that, except as expressly set out herein, the term "TENANT ESTOPPEL CERTIFICATE" shall mean a certificate in Vendor is making no representations or warranties whatsoever with respect to the form Lands (including, without limitation, the environmental condition of Exhibit D annexed heretothe Lands) and is selling the same to the Purchaser on an “as is, provided that if where is” basis such that, from and after the Completion Date, the Purchaser will assume all responsibilities for the Lands, including (without limitation) the environmental condition of the Lands, without any Lease prescribes recourse whatsoever against the form or contents of an estoppel certificate to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;Vendor therefor. Additional Clauses

Purchaser’s Conditions. Purchaser's obligation to purchase the Property at Closing and to pay the Purchase Price is subject expressly conditioned upon the following (unless waived or deemed waived pursuant to the satisfaction provisions of this Agreement, or otherwise in a writing signed by Purchaser). 10.1.1 Each Seller's warranties and representations set forth in Article 6 herein, as updated pursuant to Section 6.4, shall be true and correct in all material respects as of the following conditions precedent, any or all date of which may be waived by Purchaser: (a) Seller Closing. Sellers shall have delivered performed in all material respects all covenants required to Purchaser Tenant Estoppel Certificates, dated as of a date not more than forty-five (45) days be performed by it under this Agreement at or prior to the Closing Date, from the holders of the tenants' interest under Leases which demise not less than 80% of the rentable square footage demised as of the date hereof under the Leases. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% of the rentable square footage demised under the Leases as of the date hereof, Seller may (but Date and Sellers shall not have breached in any material respect any covenants that prevent Purchaser from fulfilling its obligations under this Agreement. Seller shall have executed and delivered all documents and instruments required to be obligated to) satisfy executed and delivered by it under this Agreement at the foregoing condition by executing and delivering to Purchaser at Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been set forth in the Tenant Estoppel Certificate(s) for any Leases selected by Seller and for which Seller has been unable to obtain a Tenant Estoppel CertificateClosing. PURCHASE AND SALE AGREEMENT - PAGE 40 CPR PROPERTY 10.1.2 At Closing, to the extent necessary to increase to 80% of the rentable square footage demised under Leases as of the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant Sellers shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes of this Agreement, the term "TENANT ESTOPPEL CERTIFICATE" shall mean a certificate estoppel certificates in all material respects in the form of Exhibit D annexed 10.1.2, dated no earlier than the Effective Date, from all Required Tenants and from an aggregate of Tenants representing not less than seventy-five percent (75%) of the rentable square feet with respect to each Project (exclusive of the Surface Rights Parcel, Cayey Outparcel and Escorial Outparcel and occupants under temporary license and concession agreements). Sellers shall use commercially reasonable efforts to obtain estoppel certificates from all other Tenants ("Other Estoppels"). Notwithstanding the foregoing sentence, if any tenant estoppel certificate shall contain or otherwise disclose a material substantive exception from the form of "clean" estoppel certificate as provided in the form of Exhibit 10.1.2, the same shall still be treated as the delivery of a tenant estoppel certificate for purposes of this Section 10.1.2, provided that (i) if any such disclosure evidences a material deviation from the matters set forth in Exhibit 1.1.61 or from the information set forth in the Leases and such deviation is or results in a specified or readily ascertainable dollar amount, such estoppel certificate shall be deemed an update of Sellers' representations under Section 6.4 and Sellers and Purchaser shall have the rights, remedies and obligations set forth in Section 6.4 with respect thereto, or (ii) if any such disclosure evidences a material deviation from the matters set forth in Exhibit 1.1.61 or from the information set forth in the Leases and such deviation is not a specified or readily ascertainable dollar amount, Purchaser shall be entitled to (a) terminate this Agreement in its entirety and receive the Deposit, or (b) waive the requirement and close without reduction in the Purchase Price. In the event Sellers are unable to deliver one hundred percent (100%) of the Other Estoppels (for this purpose, again excluding occupants under temporary license and concession agreements), Sellers shall furnish Sellers' estoppels (each a "Seller Estoppel Certificate") in the form of Exhibit 10.1.2, dated as of the Closing Date. A Seller Estoppel Certificate shall be deemed a representation from Sellers which shall survive Closing for the Survival Period; provided if after Sellers deliver a Seller Estoppel Certificate on behalf of a tenant, the applicable tenant delivers an estoppel certificate (and such estoppel certificate does not state any materially different information from that set forth in the Seller Estoppel Certificate), except as set forth in Section 14.14.4, the Seller Estoppel Certificate shall be of no further force and effect. In the event Sellers are unable to comply with the preceding provisions of this Section 10.1.2, Purchaser shall be entitled to (a) terminate this Agreement in its entirety and receive the Deposit, or (b) waive the requirement and close without reduction in the Purchase Price. Anything to the contrary herein notwithstanding, Purchaser hereby acknowledges that many tenants have their own forms of estoppel letter, and delivery of such alternative forms shall satisfy the conditions of this Section 10.1.2 provided that the tenants using such alternative forms do not disclose therein (a) the existence of unresolved material claims against a Seller (as landlord) which shall survive Closing, or (b) matters materially inconsistent with Seller's' representations set forth in this Agreement or in the Exhibits attached hereto. 10.1.3 At Closing, Sellers shall deliver estoppel certificates in all material respects in the form of Exhibit 10.1.3, dated no earlier than the Approval Date, from each of the REA Parties, provided that if Sellers are unable to obtain any Lease prescribes such estoppel certificates from the REA Parties, Sellers shall deliver estoppels from Sellers in the form of Exhibit 10.1.3, dated as of the Closing Date. In the event Sellers are unable to comply with the preceding provisions of this Section 10.1.3, Purchaser's remedies shall be limited to (a) terminating this Agreement in its entirety and receiving the Deposit, or contents (b) waiving the requirement and closing without reduction in the Purchase Price. PURCHASE AND SALE AGREEMENT - PAGE 41 CPR PROPERTY 10.1.4 Subject only to payment of all premiums for same, the Title Company shall be prepared to issue at Closing (or prepared to unconditionally commit to issue at Closing, with no "gap" exception) its base title policies in the required form subject only to the Permitted Exceptions. 10.1.5 Purchaser shall have obtained the written consent of Lender to the transactions set forth herein ("Lender's Consent"). Promptly after the date hereof, Sellers and Purchaser shall apply for Lender's Consent and, in connection therewith, Purchaser shall furnish accurate and complete financial and background information regarding Purchaser as requested by Lender or Servicer. If Lender's Consent is not received on or before the Closing Date, then Sellers or Purchaser shall have the right to adjourn the Closing for up to ninety (90) days in order for Purchaser to obtain Lender's Consent. If Lender's Consent is not received within such ninety (90) day period, either Sellers or Purchaser may, upon ten (10) days' prior written notice, terminate this Agreement (unless Lender's Consent is received within such ten (10) day period, in which case, such termination shall be null and void). 10.1.6 No event of default shall exist and be continuing under the Loan Documents. 10.1.7 On the Closing Date, if the Surface Rights Space and/or any of the Cayey Outparcel Space and/or Escorial Outparcel Space is not subject to a lease at Closing, and/or the average base rent payable per square foot under any executed Cayey Outparcel Leases and Escorial Outparcel Leases is less than $31.00 per square foot, the applicable Sellers shall enter into an estoppel certificate to be delivered by agreement with Purchaser (the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate Income Support Agreement") in such the form or containing such contents;annexed hereto as Exhibit 10.1.7.

Purchaser’s Conditions. The following are conditions precedent to Purchaser's ’s obligation to purchase consummate the Property is subject to the satisfaction of the following conditions precedent, any or all of which may be waived transaction contemplated by Purchaserthis Agreement: (ai) Title Company shall have unconditionally committed to issue, upon the sole condition of the payment of its regularly scheduled premium together with any additional premium required to issue the endorsements described below, an ALTA extended coverage Owner’s Policy of Title Insurance, with California CLTA endorsement nos. 100 (modified for an owner’s policy), 110.1 (modifying the policy form to eliminate any coinsurance provisions and any bankruptcy, insolvency and creditors’ rights exclusions from coverage), 116.1, 116.4, and any other endorsements as shall be agreed by Purchaser and Title Company in writing, insuring that title to the Real Property is vested of record in Purchaser on the Closing Date subject only to the printed conditions and the Permitted Title Exceptions (the “Title Policy”); (ii) Seller shall have delivered timely performed, in all material respects, all of the obligations required to Purchaser Tenant Estoppel Certificatesbe performed by Seller by the terms of this Agreement at or prior to the Closing Date; (iii) All representations and warranties of Seller set forth in this Agreement shall be true and correct, dated in all material respects, as of a date not more the Closing Date; (iv) Seller shall have delivered, or caused to be delivered, to Title Company Seller’s Closing Documents and any other items required to be delivered by Seller pursuant to the provisions of Section 9; (v) Seller shall have caused the Management Agreement to be terminated as of the Closing; and (vi) Purchaser shall have received estoppel certificates dated no earlier than forty-five thirty (4530) days prior to the Closing DateDate (each, an “Estoppel Certificate”) from the holders each of the tenants' interest other parties to the (A) Declaration of Easements, (B) Chilled Water Agreements, (C) the Parking Agreements and (D) the Chilled Water Partial Assignment. The Estoppel Certificates shall be in the forms attached to this Agreement as Exhibits I-1, I-2, I-3 and I-4, in each case subject to (x) non-material modifications, (y) notations of items which constitute Permitted Exceptions or items which are the subject of proration under Leases which demise this Agreement and (c) modifications thereof disclosing or to conform the same to the Due Diligence Materials or any information set forth on Exhibit H. Seller shall have the right to postpone a scheduled Closing Date to a Business Day designated in a notice given to the other party not less later than 80% of one Business Day prior to the rentable square footage demised scheduled Closing Date if the foregoing condition is not satisfied as of the date hereof under the Leases. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% of the rentable square footage demised under the Leases as of the date hereof, Seller may (but shall not be obligated to) satisfy the foregoing condition by executing and delivering to Purchaser at scheduled Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been set forth in the Tenant Estoppel Certificate(s) for any Leases selected by Seller and for which Seller has been unable to obtain a Tenant Estoppel Certificate, to the extent necessary to increase to 80% of the rentable square footage demised under Leases as of the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes of this Agreement, the term "TENANT ESTOPPEL CERTIFICATE" shall mean a certificate in the form of Exhibit D annexed heretoDate, provided that (1) Seller shall not have such right of extension if Seller’s failure to secure the Estoppel Certificates is based on Seller’s failure to pursue the Estoppel Certificates with due diligence prior to the Closing Date, (2) any Lease prescribes such extension shall be for not more than 30 days and (3) during such extension period the form or contents parties shall exercise diligent efforts to pursue the receipt of an estoppel certificate to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;Estoppel Certificates.

Purchaser’s Conditions. Purchaser's obligation The obligations of Purchaser to purchase consummate the Property is transactions contemplated under this Agreement are subject to the satisfaction following additional conditions in this Section 14. 14.1 Seller shall, as of the following conditions precedentdate and time for Closing, any have performed and complied fully with all agreements and obligations that are required to be performed or all of which may be waived complied with by Purchaser: (a) Seller shall have delivered to Purchaser Tenant Estoppel Certificates, dated as of a date not more than forty-five (45) days prior to on or before the Closing Date, from the holders including execution and delivery of all of the tenants' interest under Leases which demise documents, instruments, papers, and materials that are required by Section 10.2 above to be executed and/or delivered by Seller prior to or at the date and time of Closing. IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" 4891-1496-8876v2" "" 4891-1496-8876v2 14.2 There shall not less than 80% have occurred and be continuing at the date and time of Closing any material change in any of the rentable square footage demised as representations and warranties of the date hereof under the Leases. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% of the rentable square footage demised under the Leases as of the date hereof, Seller may (but shall not be obligated to) satisfy the foregoing condition by executing and delivering to Purchaser at Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been set forth in this Agreement or to the Tenant Estoppel Certificate(s) for condition of the Property or the business conducted at the Property by Seller, including, without limitation any Leases selected dumping of refuse or the occurrence of environmental contamination at the Property occurring after the Effective Date. 14.3 There shall be no material adverse change in the condition of or affecting the Property or Seller’s business conducted thereon, not caused by Purchaser between the Effective Date and the Closing Date, including, but not limited to, zoning, access and permitting. 14.4 There shall be no administrative agency, litigation or governmental proceeding of any kind whatsoever, pending or threatened, that would, in Purchaser’s reasonable judgment, adversely affect the value or marketability of the Property or the business operations conducted at the Property. 14.5 Purchaser shall have received documentation evidencing the availability of utilities in adequate capacities to serve Purchaser’s intended use of the Property. 14.6 The obligations of Seller and any applicable affiliates of Seller regarding hosting services for which cryptocurrency miners shall be terminated and associated miners shall have been removed from the Property, unless the Seller has and Purchaser mutually agree otherwise. Seller hereby indemnifies Purchaser and its affiliates, including but not limited to CleanSpark, Inc. from any and all cost and liability associated with such hosting services, the termination thereof and the removal of the miners. 14.7 Purchaser or its affiliate, including but not limited to CleanSpark, Inc., in its sole discretion, enters into a Contract for Electrical Power Service (a “CEPS”) with the City of Washington, Georgia, or assumes the existing CEPS with the City of Washington, Georgia. 14.8 The Property and assets transferred in connection therewith, in Purchaser’s sole discretion, are capable of providing 36 MW of power to support bitcoin mining, with 35 MW plug-in ready. 14.9 Seller transfers or assigns to Purchaser or its affiliate, including but not limited to CleanSpark, Inc., Seller’s exclusive rights to an additional 50 MW of power provided under Section 5(B) of the CEPS, including Seller obtaining any consents or approvals required to effect such transfer or assignment, or Purchaser or its affiliate, including but not limited to CleanSpark, Inc., enters into a new agreement that provides for an additional 50 MW of power with the City of Washington, Georgia. 14.10 Seller causes the termination of hosting services for all third party cryptocurrency miners and all such miners have been unable removed from the Property, unless otherwise mutually agreed to obtain by the parties. 14.11 All of the Property and any personal or chattel property of Seller to be conveyed pursuant to this Agreement or under a Tenant Estoppel Certificate, separate related agreement with Purchaser or its affiliate shall be conveyed in good working order and have been properly maintained according to any manufacturer’s specifications. IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" 4891-1496-8876v2" "" 4891-1496-8876v2 14.12 Simultaneous closing of that certain EPSA relating to the extent necessary to increase to 80% purchase of cryptocurrency mining equipment and property for a purchase price of Eight Million, Eight Hundred Ninety-One Thousand, Six Hundred Ten and No/Dollars ($8,891,610.00). 14.13 Simultaneous closing of (i) the Seller Financing; (ii) assumption of the rentable square footage demised under Leases as MFP Loan; (iii) purchase by Purchaser or it's affiliate of the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Sellerpersonal property associated with the Property from Seller or its affiliates on terms acceptable to Purchaser; and (iv) assumption by Purchaser or it's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period affiliate of six any liabilities or payables of Seller or its affiliate (6) months or until such earlier date as contemplated in Section 3), as determined by Purchaser on which the applicable tenant shall deliver terms acceptable to Purchaser a Tenant Estoppel Certificate. For purposes of this Agreement, the term "TENANT ESTOPPEL CERTIFICATE" shall mean a certificate in the form of Exhibit D annexed hereto, provided that if any Lease prescribes the form or contents of an estoppel certificate to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;Purchaser.

Purchaser’s Conditions. Purchaser's The obligation of Purchaser to purchase Vendor's interest in and to the Property Assets is subject to the satisfaction of the following conditions precedent, any or all which are inserted herein and made part hereof for the exclusive benefit of which Purchaser and may be waived by Purchaser: (a) Seller the representations and warranties of Vendor herein contained shall be true in all material respects when made and as of the Closing Time; (b) all obligations of Vendor contained in this Agreement to be performed prior to or at the Closing Time shall have been timely performed in all material respects; (c) Vendor shall have delivered to Purchaser Tenant Estoppel Certificates, dated as of a date not more than forty-five (45) days at or prior to the Closing DateTime discharges of or no-interest letters for any security held by any Third Party encumbering Vendor's interest in and to the Assets or any part or portion thereof; (d) prior to the Closing Time, any and all Rights of First Refusal or other restrictions on the transfer, sale or assignment of the Assets shall have been exercised or waived by the holders thereof or all time periods within which such rights may be exercised shall have expired and/or Vendor has complied with the requirements of ARTICLE 9 herein; (e) the Assets shall have suffered no material adverse damage or changes from the holders Adjustment Date to the Closing Time; If any one or more of the tenants' interest under Leases foregoing conditions precedent has or have not been satisfied, complied with, or waived by Purchaser by the Closing Time, Purchaser may in addition to any other remedies which demise not less than 80% of the rentable square footage demised as of the date hereof under the Leases. Ifit may have available to it, howeverrescind this Agreement by written notice to Vendor, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% of the rentable square footage demised under the Leases as of the date hereof, Seller may (but provided that Purchaser shall not be obligated to) satisfy permitted to exercise or purport to exercise any right of termination pursuant to this section 3.1 if the foregoing condition by executing and delivering event or circumstances giving rise to such right is due to a Purchaser at Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been set forth in the Tenant Estoppel Certificate(s) for any Leases selected by Seller and for which Seller has been unable to obtain a Tenant Estoppel Certificate, to the extent necessary to increase to 80% of the rentable square footage demised under Leases as of the date hereof for which a Tenant Estoppel Certificate has been obtainedDefault. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver to If Purchaser a Tenant Estoppel Certificate. For purposes of rescinds this Agreement, the term "TENANT ESTOPPEL CERTIFICATE" Purchaser and Vendor shall mean a certificate be released and discharged from all obligations hereunder except as provided in the form of Exhibit D annexed hereto, provided that if any Lease prescribes the form or contents of an estoppel certificate to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;section 12.14.

Purchaser’s Conditions. Purchaser's The obligation of the Purchaser to consummate the purchase of the Property is Securities at the Closing shall be subject to the satisfaction on or prior to the Closing of each of the following conditions precedent, (any or all of which may be waived by Purchaser:the Purchaser in writing, in whole or in part, to the extent permitted by applicable Law): (ai) Seller the Series E Preferred Stock Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall remain in full force and effect as of the Closing, and the Purchaser shall have received a certificate of the Secretary of State of Delaware certifying that the Series E Preferred Stock Certificate of Designations has been filed and is effective; (ii) the Series F Preferred Stock Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall remain in full force and effect as of the Closing, and the Purchaser shall have received a certificate of the Secretary of State of Delaware certifying that the Series F Preferred Stock Certificate of Designations has been filed and is effective; (iii) the Renewed Rights Agreement shall have been amended to permit the issuance of the Securities (and any shares of Common Stock issuable upon exercise of the Warrants) without triggering the issuance of Series 4 Junior Participating Class C Preferred Stock; (iv) the representations and warranties of the Company set forth in Article III shall be true and correct in all material respects (except for those representations and warranties that are conditioned by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only), except for any failure of such representations and warranties to be so true and correct which has not had and would not reasonably be expected to have in the aggregate, a Material Adverse Effect; (v) the Company shall have complied in all material respects with its obligations under this Agreement to be performed on or prior to the Closing; (vi) the NYSE shall have authorized, upon official notice of issuance, the listing of the Common Stock issuable upon exercise of the Warrants; (vii) all approvals, consents, filings and waivers that are listed on Schedule 2.05(b)(vii) shall have been received, and executed counterparts thereof shall have been delivered to the Purchaser at or prior to the Closing; (viii) the Company shall have delivered to the Purchaser Tenant Estoppel Certificates, a good standing certificate (or its equivalent) for the Company dated as of a date not more than forty-within five (45) days prior to the Closing DateClosing; (ix) the Company shall have delivered, from or caused to be delivered, to the holders of the tenants' interest under Leases which demise not less than 80% of the rentable square footage demised as of the date hereof under the Leases. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% of the rentable square footage demised under the Leases as of the date hereof, Seller may (but shall not be obligated to) satisfy the foregoing condition by executing and delivering to Purchaser at or prior to the Closing a certificate from Seller the Company’s closing deliveries described in Section 2.04(a); (the "SELLER'S ESTOPPEL CERTIFICATE"x) setting forth the matters which would there shall have been occurred no Material Adverse Effect since December 31, 2014, except as set forth in the Tenant Estoppel Certificate(sSEC Documents or the Disclosure Letter; (xi) no voluntary or involuntary proceeding for the reorganization, bankruptcy, dissolution or winding up of the Company or any Leases selected by Seller and for which Seller has of its Subsidiaries shall have occurred; (xii) prior to or simultaneously with the Closing, three designees of the Purchaser shall have been unable to obtain a Tenant Estoppel Certificate, appointed to the extent necessary to increase to 80% Board of the rentable square footage demised under Leases as of Company in accordance with the date hereof for which a Tenant Estoppel Certificate has Board Representation and Standstill Agreement; and (xiii) the Golsen Letter Agreement shall have been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes of this Agreement, the term "TENANT ESTOPPEL CERTIFICATE" shall mean a certificate in the form of Exhibit D annexed hereto, provided that if any Lease prescribes the form or contents of an estoppel certificate to be executed and delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;Golsen Holders (as defined therein).

Purchaser’s Conditions. Purchaser's obligation to purchase the Property is This Offer shall be subject to the satisfaction following conditions for the benefit of the following Purchaser and shall be terminated unless these conditions precedent, any are satisfied or all of which may be waived by Purchaserthe time set out herein for completion: (a) Seller The representations and warranties of the Vendor contained herein shall have delivered to Purchaser Tenant Estoppel Certificates, dated be true and correct as of a date not more than forty-five (45) days prior to at the Closing Date, from with the holders same force and effect as if such representations and warranties were made at and as of such time, and all of the tenants' interest under Leases which demise not less than 80% terms, covenants and conditions of this Offer to be complied with by the rentable square footage demised as of the date hereof under the Leases. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% of the rentable square footage demised under the Leases as of the date hereof, Seller may (but Vendor shall not be obligated to) satisfy the foregoing condition by executing and delivering to Purchaser at Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been set forth complied with in the Tenant Estoppel Certificate(sall material respects; (b) for any Leases selected by Seller and for which Seller has been unable to obtain a Tenant Estoppel Certificate, to the extent necessary to increase to 80% of the rentable square footage demised under Leases as of the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant The Vendor shall deliver to the Purchaser a Tenant Estoppel Certificate. For purposes within five (5) business days of the acceptance of this AgreementOffer copies of any and all agreements and encumbrances affecting the Property which are not otherwise on file at the Land Titles Office such as (but not limited to) easements, common use agreements, parking right agreements, shared services agreements, maintenance agreements and/or contracts and any other agreements affecting the term "TENANT ESTOPPEL CERTIFICATE" Property. The Purchaser shall mean a certificate then have NUMBER (XX) calendar days from the acceptance of the Offer to review and approve same; (c) The Vendor shall deliver to the Purchaser within five (5) business days of the acceptance of this Offer any structural, mechanical and electrical drawings, roof reports, environmental reports, mechanical reports, surveyor’s certificate, building location certificate, zoning memorandum, current realty tax assessments and property tax bills, if applicable and in the form possession of Exhibit D annexed heretothe Vendor. The Purchaser shall then have NUMBER (XX) calendar days from the acceptance of the Offer to review and approve same; (d) The Purchaser shall have NUMBER (XX) calendar days following acceptance of this Offer to review and approve the title to the Property and ascertain that the Property and its uses, provided that if any Lease prescribes included proposed uses, complies or will comply with all building, zoning and use restrictions affecting the form or contents Property; (e) The Purchaser shall have NUMBER (XX) calendar days following acceptance of this Offer to obtain an estoppel certificate environmental assessment of the Property satisfactory to the Purchaser in its sole discretion; (f) The Purchaser shall have NUMBER (XX) calendar days following acceptance of this Offer to satisfy itself with respect to the condition of the Building including, but not limited to, all mechanical, electrical, heating and air conditioning equipment as well as the roof and structural condition of the Building; (g) The Purchaser shall have NUMBER (XX) calendar days following acceptance of this Offer to be delivered by satisfied with the tenanteconomic feasibility of the transaction contemplated herein, "TENANT ESTOPPEL CERTIFICATE" including the receipt of a commitment for mortgage and/or equity financing and/or commitments to lease, on terms and conditions that are satisfactory to the Purchaser, in its sole discretion; (h) The Purchaser shall mean an estoppel certificate have NUMBER (XX) calendar days following acceptance of this Offer to be satisfied that it can obtain all required planning approvals, such as development agreements, building permits and other obligations of the City of Winnipeg, and any required zoning or rezoning for the Purchaser’s intended use, on terms and conditions that are satisfactory to the Purchaser, in such its sole discretion; and (i) The Purchaser shall have ten (10) business days from the acceptance of the Offer to obtain its lawyer’s approval of this Offer as to form or containing such contents;and content.

Purchaser’s Conditions. The Purchaser's ’s obligation to consummate the purchase of the Property Servicing Rights pursuant to this Agreement is subject to the satisfaction or waiver by the Purchaser of the following conditions precedentenumerated in this Section 7.01 on or prior to Initial Certification Date. In addition, any prior to the first Initial Certification Date, the Seller shall have executed and delivered or all of which may be waived by Purchaser:caused to have executed and delivered the Closing Documents required in Section 7.03. (a) The Seller shall have delivered performed in all material respects all of its covenants and agreements contained herein which are required to Purchaser Tenant Estoppel Certificates, dated as of a date not more than forty-five (45) days be performed by it on or prior to the Closing Date, from Initial Certification Date including but not limited to compliance with applicable GNMA Requirements and FHA and VA Regulations; the holders Servicing Transfer Procedures; and the obligations of the tenants' interest under Leases which demise not less than 80% Seller set forth in Article II hereof. (b) All of the rentable square footage demised representations and warranties of the Seller contained in this Agreement shall be true and correct in all material respects as of the date hereof under the Leases. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% of the rentable square footage demised under the Leases as of the date hereof, Seller may such representations and warranties are made. (but shall not be obligated toc) satisfy the foregoing condition by executing and delivering to Purchaser at Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been set forth in the Tenant Estoppel Certificate(s) for any Leases selected by Seller and for which Seller has been unable to obtain a Tenant Estoppel Certificate, Prior to the extent necessary to increase to 80% of the rentable square footage demised under Leases as of the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes execution of this Agreement, the term "TENANT ESTOPPEL CERTIFICATE" Purchaser shall mean have completed a certificate due diligence review relating to the Mortgage Loans, the GNMA Requirements and the contents of the Servicing Files and the Seller’s prior servicing activities and shall have determined in its discretion, that, among other things: (i) the books, records and accounts of the Seller with respect to the Agencies are in order, (ii) the information provided in the form Mortgage Loan Schedule is true and correct, (iii) the Mortgage Loans comply with applicable laws, regulations and all GNMA Requirements; (iv) there is no missing or improper documentation; and (v) servicing is being performed in a manner consistent with the servicing that the Purchaser shall be required to perform under the GNMA Requirements. During the conduct of Exhibit D annexed the Purchaser’s due diligence, the Seller shall provide access to servicing records, loan files and other Seller books and records and will cooperate with the Purchaser in completing such due diligence. In the event that (because of the flow nature of the transactions contemplated hereunder) Mortgage Loans have not yet been identified or segregated into Pools at the time such initial due diligence is performed, the Seller will make available for review a sample of other Mortgage Loans and representative Servicing Files with characteristics similar to those of the Mortgage Loans and related Servicing Files. (d) The approval of the Purchaser of all documentation, and such other agreements and the execution thereof by the Purchaser and the Seller as may be required to effectuate the transfer of the Servicing Rights by the Seller to the Purchaser in accordance with the GNMA Requirements. (e) The Seller’s payment of the costs of preparing and recording Assignments of Mortgages and/or preparing endorsements of Mortgage Notes, as required. (f) The Purchaser’s determination in its discretion that the Seller has the financial ability to discharge its indemnification and repurchase obligations as set forth herein. (g) There shall not have been commenced or, to the knowledge of either party hereto, provided that if threatened any Lease prescribes action, suit or proceeding which is likely to materially and adversely affect the form or contents consummation of an estoppel certificate to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;transactions contemplated hereby.

Purchaser’s Conditions. Purchaser's The obligation of the Purchaser to consummate the purchase of the Property is Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions precedent, (any or all of which may be waived by Purchaser:the Purchaser in writing with respect to the Purchased Units, in whole or in part, to the extent permitted by applicable Law): (a) Seller AMID shall have delivered performed and complied with the covenants and agreements contained in this Agreement that are required to Purchaser Tenant Estoppel Certificates, dated as of a date not more than forty-five (45) days be performed and complied with by AMID on or prior to the Closing Date; (i) The representations and warranties of AMID (A) set forth in Sections 3.1, from the holders of the tenants' interest under Leases which demise not less than 80% of the rentable square footage demised 3.2 and 3.5 and (B) contained in this Agreement that are qualified by materiality or a Material Adverse Effect shall be true and correct when made and as of the date hereof under the Leases. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% Closing Date and (ii) all other representations and warranties of AMID shall be true and correct in all material respects when made and as of the rentable square footage demised under Closing Date, in each case as though made at and as of the Leases Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only, it being expressly understood and agreed that representations and warranties made “As of the date hereof” or “As of the date of this Agreement”, Seller may or a similar phrase, are made as of March 30, 2015); (but c) The NYSE shall not be obligated to) satisfy have authorized, upon official notice of issuance, the foregoing condition by executing and delivering to Purchaser at Closing a certificate from Seller (listing of the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been LP Units issuable upon conversion of Series A-2 Units, as set forth in the Tenant Estoppel Certificate(sPartnership Agreement Amendment; (d) for any Leases selected No notice of delisting from the NYSE shall have been received by Seller and for which Seller has been unable to obtain a Tenant Estoppel Certificate, AMID with respect to the extent necessary LP Units; (e) The Partnership Agreement Amendment, in all material respects in the form attached as Exhibit A to increase to 80% of the rentable square footage demised under Leases as of the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes of this Agreement, the term "TENANT ESTOPPEL CERTIFICATE" shall mean a certificate have been duly adopted and be in the form of Exhibit D annexed heretofull force; (f) AMID shall have delivered, provided that if any Lease prescribes the form or contents of an estoppel certificate caused to be delivered by delivered, to each Purchaser at the tenantClosing, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate AMID’s closing deliveries described in such form or containing such contents;Section 2.6; and

Purchaser’s Conditions. Purchaser's (a) The obligation of Purchaser to complete the Transaction and purchase the Property Assets from Vendor is subject to the satisfaction of the following conditions precedent, any or all which are inserted into and made part of which this Agreement for the exclusive benefit of Purchaser and may be waived only by Purchaser: (ai) Seller the representations and warranties of Vendor set forth in Clause 5.1: (A) shall be true and correct in all material respects as of the date of this Agreement except where the representation and warranty in question is already qualified by materiality in which case such representation and warranty shall be true and correct; and (B) shall be true and correct in all material respects as of the Closing Date except where the representation and warranty in question is already qualified by materiality in which case such representation and warranty shall be true and correct, or, in each case, shall be true and correct in all material respects as of such other date or dates as specified therein; (ii) all obligations and covenants of Vendor in this Agreement that are to be performed or complied with prior to or at the Closing Time (other than in respect of the agreements, certificates and other instruments and documents to be delivered at the Closing Time by Vendor pursuant to Clause 4.1) shall have delivered to Purchaser Tenant Estoppel Certificates, dated as of a date not more than forty-five (45) days been performed or complied with in all material respects prior to the Closing DateTime; (iii) at the Closing Time, from Vendor shall have duly delivered the holders agreements, certificates and other instruments and documents required pursuant to Clause 4.1; (iv) no Governmental Authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the completion of the tenants' interest under Leases Transaction which demise has not less than 80% of been vacated or dismissed prior to the rentable square footage demised as of Closing Time; (v) during the period between the date hereof under and the Leases. If, however, Seller is unable Closing Time there shall have been no physical damage to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% the Assets that would have a material adverse effect on the value or use of the rentable square footage demised under Assets taken as a whole; and (vi) all necessary governmental and other regulatory approvals to the Leases as sale of the date hereofAssets that are required prior to Closing shall have been obtained without conditions, Seller may including the Competition Act Approval. (but shall b) If any of the conditions precedent in Clause 3.1(a) has not be obligated to) satisfy the foregoing condition been satisfied, complied with or waived by executing and delivering to Purchaser at or before the Closing Time, then Purchaser may terminate this Agreement by written notice to Vendor prior to the Closing Time and the Deposit along with all interest earned thereon shall be governed in accordance with the provisions of Clause 2.4(b). (c) If Purchaser terminates this Agreement as provided in Clause 3.1(b) as a certificate from Seller (consequence of one or more of the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been conditions precedent set forth in Clause 3.1(a)(iv), Clause 3.1(a)(v) and Clause 3.1(a)(vi) not having been satisfied or complied with, then Purchaser and Vendor shall be released and discharged from all liabilities and obligations under this Agreement and from the Tenant Estoppel Certificate(s) for further performance of any Leases selected by Seller and for which Seller has been unable to obtain a Tenant Estoppel Certificate, to the extent necessary to increase to 80% of the rentable square footage demised duties or obligations under Leases as of the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes of this Agreement, except as provided in Clause 2.4(b), Clause 6.6(d) and Clause 13.12. If Purchaser terminates this Agreement as provided in Clause 3.1(b) as a consequence of one or more of the term "TENANT ESTOPPEL CERTIFICATE" conditions precedent set forth Clause 3.1(a)(i), Clause 3.1(a)(ii) and Clause 3.1(a)(iii) not having been satisfied or complied with, then Purchaser shall mean be entitled to pursue all rights and remedies against Vendor in respect of any Losses and Liabilities suffered or incurred by Purchaser as a certificate in the form result of Exhibit D annexed heretoVendor's failure to satisfy such conditions, provided that if any Lease prescribes the form or contents of an estoppel certificate subject to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;Clause 6.6(d).

Purchaser’s Conditions. Purchaser's The obligation of Purchaser to purchase Vendor's interest in and to the Property Assets is subject to the satisfaction of the following conditions precedent, any or all which are inserted herein and made part hereof for the exclusive benefit of which Purchaser and may be waived by Purchaser: (a) Seller the representations and warranties of Vendor herein contained shall be true in all material respects when made and as of the Closing Time; (b) all obligations of Vendor contained in this Agreement to be performed prior to or at Closing shall have been timely performed in all material respects; (c) the Vendor shall have delivered to the Purchaser the General Conveyance and the Specific Conveyances executed by the Vendor (if applicable); (d) from the Adjustment Date to the Closing Time, excluding variations in commodity pricing, the Assets shall have suffered no material, adverse damage or change; (e) there shall be no claims or proceedings threatened or pending involving the Vendor in connection with the Assets which claims or proceedings in the aggregate would, in the opinion of the Purchaser, have a material adverse effect on the Assets; (f) any and all necessary regulatory or governmental approvals required to permit the transaction to be completed that can be secured prior to Closing, or are normally secured prior to Closing in transactions of this type, shall have been obtained, including such approvals as are required to be obtained from the ERCB, SMER or similar agency; (g) operatorship of the Assets shall be transferred by Western Plains Petroleum Ltd. to the Purchaser; (h) Vendor shall have delivered to Purchaser Tenant Estoppel Certificatesat or prior to Closing discharges, dated as of or no interest letters, for any security held by any Third Party encumbering Vendor's interest in and to the Assets or any part or portion thereof, which discharges are requested by Purchaser a date not more than forty-five reasonable time prior to Closing; and (45i) days prior to the Closing DateTime, Vendor shall have obtained and produced to Purchaser the written consent to the transaction contemplated hereby of each Third Party whose consent is required under the terms of the Title Documents and any other agreements and documents to which the Assets are subject, including duly executed releases and/or confirmations from Arctic Hunter Energy Inc. and the Vendor as to the termination of the sub-participation agreements between the Vendor and Arctic Hunter Energy Inc., dated October 14, 2010 and November 18, 2011, respectively, and the reversion of the affected Petroleum and Natural Gas Rights, Tangibles and Miscellaneous Interests earned thereunder, from Arctic Hunter Energy Inc. back to the holders Vendor. If any one or more of the tenants' interest under Leases which demise foregoing conditions precedent has or have not less than 80% of the rentable square footage demised as of the date hereof under the Leases. Ifbeen satisfied, howevercomplied with or waived by Purchaser, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% of the rentable square footage demised under the Leases as of the date hereof, Seller may (but shall not be obligated to) satisfy the foregoing condition by executing and delivering to Purchaser at Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been set forth in the Tenant Estoppel Certificate(s) for any Leases selected by Seller and for which Seller has been unable to obtain a Tenant Estoppel Certificate, to the extent necessary to increase to 80% of the rentable square footage demised under Leases as of the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive or before the Closing for a period of six (6) months or until such earlier date on Time, Purchaser may in addition to any other remedies which the applicable tenant shall deliver it may have available to it, rescind this Agreement by written notice to Vendor. If Purchaser a Tenant Estoppel Certificaterescinds this Agreement pursuant to this section 3. For purposes of this Agreement1, the term "TENANT ESTOPPEL CERTIFICATE" Purchaser and Vendor shall mean a certificate be released and discharged from all obligations hereunder except as provided in the form of Exhibit D annexed hereto, provided that if any Lease prescribes the form or contents of an estoppel certificate to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;sections 3.3 and 11.16.

Purchaser’s Conditions. Purchaser's obligation to purchase the Property at Closing and to pay the Purchase Price is subject expressly conditioned upon the following (unless waived or deemed waived pursuant to the satisfaction provisions of this Agreement, or otherwise in a writing signed by Purchaser): 10.1.1 Each Seller's warranties and representations set forth in Article 6 herein, as updated pursuant to Section 6.4, shall be true and correct in all material respects as of the following conditions precedent, any or all date of which may be waived by Purchaser: (a) Seller Closing. Sellers shall have delivered performed in all material respects all covenants required to Purchaser Tenant Estoppel Certificates, dated as of a date not more than forty-five (45) days be performed by it under this Agreement at or prior to the Closing Date, from the holders of the tenants' interest under Leases which demise not less than 80% of the rentable square footage demised as of the date hereof under the Leases. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% of the rentable square footage demised under the Leases as of the date hereof, Seller may (but Date and Sellers shall not have breached in any material respect any covenants that prevent Purchaser from fulfilling its obligations under this Agreement. Seller shall have executed and delivered all documents and instruments required to be obligated to) satisfy executed and delivered by it under this Agreement at the foregoing condition by executing and delivering to Purchaser at Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been set forth in the Tenant Estoppel Certificate(s) for any Leases selected by Seller and for which Seller has been unable to obtain a Tenant Estoppel CertificateClosing. 10.1.2 At Closing, to the extent necessary to increase to 80% of the rentable square footage demised under Leases as of the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant Sellers shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes of this Agreement, the term "TENANT ESTOPPEL CERTIFICATE" shall mean a certificate estoppel certificates in all material respects in the form of Exhibit D annexed 10.1.2, dated no earlier than the Effective Date, from all Required Tenants and from an aggregate of Tenants representing not less than seventy-five percent (75%) of the rentable square feet with respect to each Project (exclusive of the Rio Hondo Outparcel Space, the Rio Hondo Expansion Space, the CompUSA Space and occupants under temporary license and concession agreements). Sellers shall use commercially reasonable efforts to obtain estoppel certificates from all other Tenants ("Other Estoppels"). Notwithstanding the foregoing sentence, if any tenant estoppel certificate shall contain or otherwise disclose a material substantive exception from the form of "clean" estoppel certificate as provided in the form of Exhibit 10.1.2, the same shall still be treated as the delivery of a tenant estoppel certificate for purposes of this Section 10.1.2, provided that (i) if any such disclosure evidences a material deviation from the matters set forth in Exhibit 1.1.51 or from the information set forth in the Leases and such deviation is or results in a specified or readily ascertainable dollar amount, such estoppel certificate shall be deemed an update of Sellers' representations under Section 6.4 and Sellers and Purchaser shall have the rights, remedies and obligations set forth in Section 6.4 with respect thereto, or (ii) if any such disclosure evidences a material deviation from the matters set forth in Exhibit 1.1.51 or from the information set forth in the Leases and such deviation is not a specified or readily ascertainable dollar amount, Purchaser shall be entitled to (a) terminate this Agreement in its entirety and receive the Deposit, or (b) waive the requirement and close without reduction in the Purchase Price. In the event Sellers are unable to deliver one hundred percent (100%) of the Other Estoppels (for this purpose, again excluding occupants under temporary license and concession agreements), Sellers shall furnish Sellers' estoppels (each a "Seller Estoppel Certificate") in the form of Exhibit 10.1.2, dated as of the Closing Date. A Seller Estoppel Certificate shall be deemed a representation from Sellers which shall survive Closing for the Survival Period; provided if after Sellers deliver a Seller Estoppel Certificate on behalf of a tenant, the applicable tenant delivers an estoppel certificate (and such estoppel certificate does not state any materially different information from that set forth in the Seller Estoppel Certificate), except as set forth in Section 13.14.4, the Seller PURCHASE AND SALE AGREEMENT CRV PROPERTY PAGE 43 Estoppel Certificate shall be of no further force and effect. In the event Sellers are unable to comply with the preceding provisions of this Section 10.1.2, Purchaser shall be entitled to (a) terminate this Agreement in its entirety and receive the Deposit, or (b) waive the requirement and close without reduction in the Purchase Price. Anything to the contrary herein notwithstanding, Purchaser hereby acknowledges that many tenants have their own forms of estoppel letter, and delivery of such alternative forms shall satisfy the conditions of this Section 10.1.2 provided that the tenants using such alternative forms do not disclose therein (a) the existence of unresolved material claims against a Seller (as landlord) which shall survive Closing, or (b) matters materially inconsistent with Seller's' representations set forth in this Agreement or in the Exhibits attached hereto. 10.1.3 At Closing, Sellers shall deliver estoppel certificates in all material respects in the form of Exhibit 10.1.3, dated no earlier than the Approval Date, from each of party to an REA (other than Sellers) for which Purchaser has requested an estoppel pursuant to Section 4.2.4, provided that if Sellers are unable to obtain any Lease prescribes such estoppel certificates from such parties, Sellers shall deliver estoppels from Sellers in the form of Exhibit 10.1.3, dated as of the Closing Date. In the event Sellers are unable to comply with the preceding provisions of this Section 10.1.3, Purchaser's remedies shall be limited to (a) terminating this Agreement in its entirety and receiving the Deposit, or contents (b) waiving the requirement and closing without reduction in the Purchase Price. 10.1.4 Subject only to payment of all premiums for same, the Title Company shall be prepared to issue at Closing (or prepared to unconditionally commit to issue at Closing, with no "gap" exception) its base title policies in the required form subject only to the Permitted Exceptions. 10.1.5 Purchaser shall have obtained the written consent of Lender to the transactions set forth herein ("Lender's Consent"). Promptly after the date hereof, Sellers and Purchaser shall apply for Lender's Consent and, in connection therewith, Purchaser shall furnish accurate and complete financial and background information regarding Purchaser as requested by Lender or Servicer. If Lender's Consent is not received on or before the Closing Date, then Sellers or Purchaser shall have the right to adjourn the Closing for up to ninety (90) days in order for Purchaser to obtain Lender's Consent. If Lender's Consent is not received within such ninety (90) day period, either Sellers or Purchaser may, upon ten (10) days' prior written notice, terminate this Agreement (unless Lender's Consent is received within such ten (10) day period, in which case, such termination shall be null and void). 10.1.6 No event of default shall exist and be continuing under the Loan Documents. 10.1.7 On the Closing Date, if less than the entire Rio Hondo Outparcel Space is subject to lease(s) and the annual base rent payable under any executed Rio Hondo Outparcel Space Leases is less than $300,000 per annum, CRV Rio Hondo shall enter into an estoppel certificate to be delivered by agreement with Purchaser (the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate Income Support Agreement") in such the form or containing such contents;annexed hereto as Exhibit 10.1.

Purchaser’s Conditions. It shall be a condition precedent to Purchaser's ’s obligation to purchase the Property is subject to the satisfaction of close each Takedown, that the following conditions precedent, any or all of which may be waived by (“Purchaser’s Conditions Precedent”) have been satisfied: (ai) Final Approval of the Entitlements for the applicable Takedown by the County and all other applicable Authorities and recordation in the County Records of the Final Plat for the Lots to be acquired at such Takedown and such other Entitlements, as may be required by the County, on or before the applicable Closing Date, as the same may be extended, and delivery from Seller of the Closing Notice. (ii) Seller shall have delivered satisfied, or reasonably determines it will be able to satisfy (and Purchaser Tenant Estoppel Certificatesreasonably concurs with such determination), dated as of a date not more than forty-five (45) days prior to the Closing DateInterchange Condition, from the holders of the tenants' interest under Leases which demise not less than 80% of the rentable square footage demised as of the date hereof under the Leases. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% of the rentable square footage demised under the Leases as of the date hereof, Seller may (but such that Purchaser shall not be obligated to) satisfy prevented from obtaining building permits for such Lots no later than the foregoing condition by executing and delivering to Purchaser at Closing a certificate from Seller applicable Substantial Completion Deadline (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been as set forth in the Tenant Estoppel Certificate(sLot Development Agreement) and will not be prevented from obtaining certificates of occupancy for any Leases selected by Seller such Houses solely as a result of Seller’s failure to timely satisfy the necessary Interchange Upgrades. (iii) Seller’s representations and for which Seller has been unable to obtain a Tenant Estoppel Certificate, to the extent necessary to increase to 80% of the rentable square footage demised under Leases warranties set forth herein shall be materially true and correct as of the date hereof applicable Closing. (iv) The Title Company shall be irrevocably and unconditionally committed (subject only to Purchaser’s obligation to pay the portion of the Title Policy premium for which Purchaser is responsible under this Contract and satisfaction of any Title Company requirements applicable to Purchaser) to issue to Purchaser the applicable Title Policy with the endorsements as Purchaser may request and the Title Company agrees in writing to issue prior to the expiration of the Due Diligence Period, subject only to the Permitted Exceptions accepted by Purchaser in accordance with the provisions of this Contract. (v) The Joint Improvements Memorandum shall have been fully executed by all required parties. (vi) There shall have been no material adverse change to the Property. (vii) If Purchaser delivered its proposed House Plans (hereafter defined) to Seller, receipt of written approval of same from Seller as provided in Section 12(d)(i) of this Contract. (viii) With respect to the First Closing only, Seller shall have provided to Purchaser written assurance in form reasonable acceptable to Purchaser that, prior to the Takedown 2 Closing Date, Seller is expected to secure all necessary Entitlements and satisfy all conditions precedent to the Second Closing for the purchase by Purchaser of at least 40 Lots. If the Purchaser’s Conditions Precedent are not satisfied on or before a Tenant Estoppel Certificate has been obtained. Any respective Closing Date, Purchaser may: (1) waive the unfulfilled Purchaser’s Condition Precedent and proceed to Closing, (2) extend the applicable Closing Date for up to thirty (30) days to allow more time for Seller to satisfy the unfulfilled Purchaser’s Condition Precedent, or (3) as its sole remedy hereunder terminate this Contract as to such Takedown and any subsequent Takedowns by written notice to Seller's Estoppel Certificate shall state that the representations made therein shall survive , delivered within two (2) business days after the Closing Date for a period of six (6) months or until such earlier date on which the applicable tenant Takedown, in which case each party shall deliver thereupon be relieved of all further obligations and liabilities under this Contract, except as otherwise provided herein, and the Deposit made by Purchaser that has not been applied to the Purchase Price for Lots already acquired by Purchaser shall be returned to Purchaser, but if the failure of any of Purchaser’s Conditions Precedent are the result of Seller’s default hereunder, Purchaser also shall have the rights and remedies of Section 28(b). If Purchaser elects to extend the Closing Date under (2), above, and the unsatisfied Purchaser’s Condition Precedent is not satisfied as of the last day of the thirty (30) day extension period, then Purchaser shall, as its sole remedy, elect to waive or terminate under (1) or (3). Failure to give notice as described above shall be an irrevocable waiver of Purchaser’s right to terminate this Contract as to the affected Takedown pursuant to this Section 6(b). If Purchaser terminates the Contract pursuant to this paragraph, Seller may negate such termination by giving notice to Purchaser that Seller has elected to extend the applicable Closing Date by ninety (90) days for the purpose of continuing its efforts to satisfy the unfulfilled Purchaser’s Condition(s) Precedent, so long as such notice is given within five (5) business days after Seller’s receipt of Purchaser’s notice of termination, and Purchaser shall again have a Tenant Estoppel Certificate. For purposes termination right pursuant to this Section if such condition is not satisfied prior to the last day of this Agreement, the term "TENANT ESTOPPEL CERTIFICATE" shall mean a certificate in the form of Exhibit D annexed hereto, provided that if any Lease prescribes the form or contents of an estoppel certificate to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;extended period.

Purchaser’s Conditions. Purchaser's (a) The obligation of Purchaser to complete the Transaction and purchase the Property Assets from Vendor is subject to the satisfaction of the following conditions precedent, any or all which are inserted into and made part of which this Agreement for the exclusive benefit of Purchaser and may be waived only by PurchaserPurchaser with the exception of those matters set forth in Sections 3.1(a)(iii) and 3.1(a)(vi) which cannot be waived: (ai) Seller the representations and warranties of Vendor set forth in Clause 5.1: (A) shall be true and correct in all material respects as of the date of this Agreement; and (B) shall be true and correct in all material respects as of the Closing Date, or, in each case, shall be true and correct in all material respects as of such other date or dates as may be specified therein, and all obligations and covenants of Vendor in this Agreement that are to be performed or complied with prior to or at the Closing Time (other than in respect of the agreements, certificates and other instruments and documents to be delivered at the Closing Time by Vendor pursuant to Clause 4.1) shall have been performed or complied with in all material respects; (ii) at the Closing Time, Vendor shall have duly delivered the agreements, certificates and other instruments and documents required pursuant to Clause 4.1; (iii) no Governmental Authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the completion of the Transaction which has not been vacated or dismissed prior to the Closing Time; (iv) during the period between the Effective Date and the Closing Time there shall have been no physical damage to the Tangibles that would have a material adverse effect on the value of the Assets taken as a whole; (v) all Third Party consents normally acquired prior to closing a transaction of this nature or where such consent may be unreasonably withheld shall have been received; (vi) all applicable and required regulatory and Governmental Authority approvals, including Competition Act Approval, shall have been received; and (vii) if requested by Purchaser at least 5 Business Days prior to Closing, Vendor shall have delivered to Purchaser, at or prior to Closing, either registrable discharges or 'no interest letters' in a form satisfactory to Purchaser Tenant Estoppel Certificatesacting reasonably, dated as for all Security Interests encumbering the interest of a date Vendor in and to any of the Assets. (b) If any of the conditions precedent in Subclause 3.1(a) have not more than forty-five (45) days been satisfied, complied with or waived by Purchaser at or before the Closing Time, then Purchaser may terminate this Agreement by written notice to Vendor prior to the Closing DateTime and the Parties shall be released and discharged from all further obligations hereunder, from the holders of the tenants' interest under Leases which demise not less than 80% of the rentable square footage demised as of the date hereof under the Leases. If, however, Seller is unable except with respect to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% of the rentable square footage demised under the Leases as of the date hereof, Seller may (but shall not be obligated to) satisfy the foregoing condition by executing those rights and delivering to Purchaser at Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been set forth in the Tenant Estoppel Certificate(s) for any Leases selected by Seller and for which Seller has been unable to obtain a Tenant Estoppel Certificate, obligations arising pursuant to the extent necessary to increase to 80% provisions of the rentable square footage demised under Leases as of the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes of this Agreement, the term "TENANT ESTOPPEL CERTIFICATE" shall mean a certificate in the form of Exhibit D annexed hereto, provided that if any Lease prescribes the form or contents of an estoppel certificate to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;Clause 11.11.

Purchaser’s Conditions. Purchaser's The obligation of Purchaser to purchase complete the Property is Purchase in accordance with this Agreement shall be subject to the satisfaction of, or compliance with, at or before the Closing Time, each of the following conditions precedent(collectively, any or all the “Purchaser’s Conditions”) each of which is acknowledged to be inserted for the exclusive benefit of Purchaser and may be waived by Purchaser in whole or in part: 7.1 Correctness and Accuracy of Representations and Warranties The representations and warranties of Vendor contained in Article 4 shall be correct and accurate in all material respects as at the Closing Time with the same effect as if made at and as of the Closing Time (except to the extent those representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be correct and accurate in all material respects on and as of such earlier date, and except to the extent those representations and warranties are affected by actions or omissions consented to or waived by Purchaser:), and Purchaser shall have received a certificate to that effect at or before the Closing Time from a Senior Officer of Vendor. 7.2 Performance of Obligations Vendor shall, at or before the Closing Time, have performed or complied with, in all material respects, all its obligations, covenants and agreements under this Agreement required to be performed or complied with by it prior to or on the Closing Time, and Purchaser shall have received a certificate to that effect at or before the Closing Time from a Senior Officer of Vendor. 7.3 Governmental Approvals, Consents, and Authorizations (a) Seller The Required Approvals shall have delivered to Purchaser Tenant Estoppel Certificates, dated as been obtained and shall be in full force and effect. (b) All other Authorizations of a date not more than forty-five (45) days prior to any Government Authority required in connection with the Closing Date, from the holders completion of the tenants' interest under Leases Purchase in accordance with this Agreement shall have been obtained and be in full force and effect, other than any such Authorizations, the failure of which demise to obtain would not less enjoin, materially restrict, prohibit or make illegal the Purchase. (c) There shall not be in effect any Applicable Law which enjoins, materially restricts, prohibits or makes illegal the Purchase, provided that all Authorizations from Government Authorities have been obtained. 7.4 Other Consents and Approvals All Authorizations (other than 80% Authorizations from a Government Authority) required in connection with the completion of the rentable square footage demised as Purchase in accordance with this Agreement shall have been obtained, other than those consents and approvals, the failure of which to obtain, individually or in the aggregate, would not enjoin, materially restrict, prohibit or make illegal the completion of the date hereof under Purchase in accordance with this Agreement. 7.5 No Injunctions or Restraints No restraining order, injunction or other order or decree issued by any Government Authority of competent jurisdiction enjoining, restraining or otherwise preventing the Leases. Ifcompletion of the Purchase in accordance with this Agreement shall be in effect; provided, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% that each of the rentable square footage demised under Parties shall use commercially reasonable efforts to prevent the Leases as entry of the date hereofany such restraining order, Seller injunction or other order or decree and to cause any such restraining order, injunction or other order or decree that may (but shall not be obligated to) satisfy the foregoing condition by executing and delivering to Purchaser at Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been set forth in the Tenant Estoppel Certificate(s) for any Leases selected by Seller and for which Seller has been unable to obtain a Tenant Estoppel Certificate, to the extent necessary to increase to 80% of the rentable square footage demised under Leases as of the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes of this Agreement, the term "TENANT ESTOPPEL CERTIFICATE" shall mean a certificate in the form of Exhibit D annexed hereto, provided that if any Lease prescribes the form or contents of an estoppel certificate entered to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form vacated or containing such contents;otherwise rendered of no effect.

Purchaser’s Conditions. Purchaser's The obligation of Purchaser to purchase the Property Assets is subject to the satisfaction of the following conditions precedent, any or all which are inserted herein and made part hereof for the exclusive benefit of which Purchaser and may only be waived by Purchaser: (a) Seller except for representations qualified by "material" or "materiality" in which case such representations must be true and accurate in all respects when made and at Closing, the representations and warranties of Vendor herein contained shall be true in all material respects when made and as of the Closing Time, and a Certificate to that effect shall have been delivered by Vendor to Purchaser at Closing; (b) except for obligations qualified by "material" or "materiality" in which case compliance must be performed and complied with in all respects by Vendor prior to or at the Closing, all obligations of Vendor contained in this Agreement to be performed prior to or at Closing shall have been timely performed in all material respects, and a Certificate to that effect shall have been delivered by Vendor to Purchaser at Closing; (c) from the date hereof to the Closing Time, the Assets shall have suffered no material, adverse damage or change, and a Certificate to that effect shall have been delivered by Vendor to Purchaser at Closing; (d) no suit, action or other proceedings shall, on the date of Closing, be pending or threatened before any court or governmental agency seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement; and (e) Vendor shall have delivered to Purchaser Tenant Estoppel Certificates, dated as of a date not more than forty-five (45) days at or prior to Closing discharges of any security held by any Third Party encumbering Vendor's interest in and to the Assets or any part or portion thereof. If any one or more of the foregoing conditions precedent has or have not been satisfied, complied with, or waived by Purchaser, at or before the Closing DateTime, from the holders Purchaser may in addition to any other remedies which it may have available to it, rescind this Agreement by written notice to Vendor. The provisions of the tenants' interest under Leases which demise not less than 80% of the rentable square footage demised as of the date hereof under the Leases. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% of the rentable square footage demised under the Leases as of the date hereof, Seller may (but this Section 3.1 shall not be obligated to) satisfy limit or waive any claim by Purchaser for the foregoing condition by executing and delivering to Purchaser at Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been Vendor's indemnification set forth in the Tenant Estoppel Certificate(s) for any Leases selected by Seller Sections 4.1 and for which Seller has been unable to obtain a Tenant Estoppel Certificate, to the extent necessary to increase to 80% of the rentable square footage demised under Leases as of the date hereof for which a Tenant Estoppel Certificate has been obtained5.1. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver to If Purchaser a Tenant Estoppel Certificate. For purposes of rescinds this Agreement, the term "TENANT ESTOPPEL CERTIFICATE" Purchaser and Vendor shall mean a certificate be released and discharged from all obligations hereunder except as provided in the form of Exhibit D annexed hereto, provided that if any Lease prescribes the form or contents of an estoppel certificate to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;Sections 3.3 and 11.14.

Purchaser’s Conditions. It shall be a condition precedent to Purchaser's ’s obligation to purchase the Property is subject to the satisfaction of close each Takedown, that the following conditions precedent, any or all of which may be waived by Purchaserhave been satisfied: (ai) Final Approval of the Entitlements for each respective Takedown by the County and all other applicable Authorities and recordation of such Entitlements in the County Records as may be required by the County on or before a date which is sufficient to allow Seller to satisfy Purchaser’s condition precedent in Section 6(b)(ii) below, and such Entitlements remain in force and effect on the applicable Closing Date; (ii) Substantial Completion of the Finished Lot Improvements for the applicable Takedown on or before the applicable Finished Lot Improvement Deadline (as hereinafter defined); (iii) Seller’s representations and warranties set forth herein shall be materially true and correct as of each Closing; (iv) The Title Company shall be committed to issue to Purchaser, as soon as reasonably possible following each Closing Date, the applicable Title Policy, subject only to the Permitted Exceptions accepted by Purchaser in accordance with the provisions of this Contract. (v) There shall have been no material adverse change to the Property. (vi) Seller shall have has obtained and delivered to Purchaser Tenant Estoppel Certificatesand Title Company a Plat Certification for the Final Plat. (vii) If Purchaser delivered its proposed House Plans (hereafter defined) to Seller, dated receipt of written approval of same from Seller as provided in Section 12(d)(i) of a date this Contract. (viii) The parties shall have agreed upon the form of Homebuyer Disclosure. If the foregoing Purchaser’s conditions precedent are not more than forty-five (45) days prior to the satisfied on or before each respective Closing Date, from Purchaser may as its sole remedy hereunder terminate this Contract as to such Takedown and any remaining Takedowns by written notice to Seller, delivered on or before the holders applicable Closing Date, in which case each party shall thereupon be relieved of all further obligations and liabilities under this Contract, except as otherwise provided herein, and the tenants' interest under Leases which demise not less than 80% Deposit shall be returned to Purchaser, but if the failure of Purchaser’s conditions precedent are as a result of Seller’s default hereunder, Purchaser also shall have the rentable square footage demised rights and remedies of Section 27(b). Failure to give notice as described above shall be an irrevocable waiver of Purchaser’s right to terminate this Contract as to the date hereof under the Leasesaffected Takedown pursuant to this Section 6(b). If, however, A Seller is unable notice to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% of the rentable square footage demised under the Leases as of the date hereof, Seller may (but shall not be obligated to) satisfy the foregoing condition by executing and delivering extend given to Purchaser at Closing a certificate from pursuant to Section 6(a) above has precedence and controls over any termination notice given by Purchaser to Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been set forth in the Tenant Estoppel Certificate(s) for any Leases selected by Seller and for which Seller has been unable pursuant to obtain a Tenant Estoppel Certificate, to the extent necessary to increase to 80% of the rentable square footage demised under Leases as of the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes of this Agreement, the term "TENANT ESTOPPEL CERTIFICATE" shall mean a certificate in the form of Exhibit D annexed hereto, provided that if any Lease prescribes the form or contents of an estoppel certificate to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;Section 6(b).

Purchaser’s Conditions. Purchaser's obligation to purchase the Property at Closing and to pay the Purchase Price is subject expressly conditioned upon the following (unless waived or deemed waived pursuant to the satisfaction provisions of this Agreement, or otherwise in a writing signed by Purchaser): 10.1.1 Each Seller's warranties and representations set forth in Article 6 herein, as updated pursuant to Section 6.4, shall be true and correct in all material respects as of the following conditions precedentdate of Closing. Sellers shall have performed in all material respects all covenants required to be performed by it under this Agreement at or prior to the Closing Date and Sellers shall not have breached in any material respect any covenants that prevent Purchaser from fulfilling its obligations under this Agreement. Seller shall have executed and delivered all documents and instruments required to be executed and delivered by it under this Agreement at the Closing. 10.1.2 At Closing, Sellers shall deliver estoppel certificates in all material respects in the form of Exhibit 10.1.2, dated no earlier than the Effective Date, from all Required Tenants and from an aggregate of Tenants representing not less than seventy-five percent (75%) of the rentable square feet with respect to each Project (exclusive of occupants under temporary license and concession agreements). Sellers shall use commercially reasonable efforts to obtain estoppel certificates from all other Tenants ("Other Estoppels"). Notwithstanding the foregoing sentence, if any tenant estoppel certificate shall contain or all otherwise disclose a material substantive exception from the form of which may "clean" estoppel certificate as provided in the form of Exhibit 10.1.2, the same shall still be waived by Purchaser: treated as the delivery of a tenant estoppel certificate for purposes of this Section 10.1.2, provided that (i) if any such disclosure evidences a material deviation from the matters set forth in Exhibit 1.1.33 or from the information set forth in the Leases and such deviation is or results in a specified or readily ascertainable dollar amount, such estoppel certificate shall be deemed an update of Sellers' representations under Section 6.4 and Sellers and Purchaser shall have the rights, remedies and obligations set forth in Section 6.4 with respect thereto, or (ii) if any such disclosure evidences a material deviation from the matters set forth in Exhibit 1.1.33 or from the information set forth in the Leases and such deviation is not a specified or readily ascertainable dollar amount, Purchaser shall be entitled to (a) terminate this Agreement in its entirety and receive the Deposit, or (b) waive the requirement and close without reduction in the Purchase Price. In the event Sellers are unable to deliver one hundred percent (100%) of the Other Estoppels (for this purpose, again excluding PURCHASE AND SALE AGREEMENT MPR PROPERTY occupants under temporary license and concession agreements), Sellers shall furnish Sellers' estoppels (each a "Seller shall have delivered to Purchaser Tenant Estoppel CertificatesCertificate") in the form of Exhibit 10.1.2, dated as of the Closing Date. A Seller Estoppel Certificate shall be deemed a representation from Sellers which shall survive Closing for the Survival Period; provided if after Sellers deliver a Seller Estoppel Certificate on behalf of a tenant, the applicable tenant delivers an estoppel certificate (and such estoppel certificate does not state any materially different information from that set forth in the Seller Estoppel Certificate), except as set forth in Section 13.14.4, the Seller Estoppel Certificate shall be of no further force and effect. In the event Sellers are unable to comply with the preceding provisions of this Section 10.1.2, Purchaser shall be entitled to (a) terminate this Agreement in its entirety and receive the Deposit, or (b) waive the requirement and close without reduction in the Purchase Price. Anything to the contrary herein notwithstanding, Purchaser hereby acknowledges that many tenants have their own forms of estoppel letter, and delivery of such alternative forms shall satisfy the conditions of this Section 10.1.2 provided that the tenants using such alternative forms do not disclose therein (a) the existence of unresolved material claims against a Seller (as landlord) which shall survive Closing, or (b) matters materially inconsistent with Seller's' representations set forth in this Agreement or in the Exhibits attached hereto. 10.1.3 At Closing, Sellers shall deliver estoppel certificates in all material respects in the form of Exhibit 10.1.3, dated no earlier than the Approval Date, from each of party to an REA (other than Sellers) for which Purchaser has requested an estoppel pursuant to Section 4.2.4, provided that if Sellers are unable to obtain any such estoppel certificates from such parties, Sellers shall deliver estoppels from Sellers in the form of Exhibit 10.1.3, dated as of the Closing Date. In the event Sellers are unable to comply with the preceding provisions of this Section 10.1.3, Purchaser's remedies shall be limited to (a) terminating this Agreement in its entirety and receiving the Deposit, or (b) waiving the requirement and closing without reduction in the Purchase Price. 10.1.4 Subject only to payment of all premiums for same, the Title Company shall be prepared to issue at Closing (or prepared to unconditionally commit to issue at Closing, with no "gap" exception) its base title policies in the required form subject only to the Permitted Exceptions. 10.1.5 Purchaser shall have obtained the written consent of Lender to the transactions set forth herein ("Lender's Consent"). Promptly after the date hereof, Sellers and Purchaser shall apply for Lender's Consent and, in connection therewith, Purchaser shall furnish accurate and complete financial and background information regarding Purchaser as requested by Lender or Servicer. If Lender's Consent is not more than forty-five received on or before the Closing Date, then Sellers or Purchaser shall have the right to adjourn the Closing for up to ninety (4590) days in order for Purchaser to obtain Lender's Consent. If Lender's Consent is not received within such ninety (90) day period, either Sellers or Purchaser may, upon ten (10) days' prior written notice, terminate this Agreement (unless Lender's Consent is received within such ten (10) day period, in which case, such termination shall be null and void). 10.1.6 No event of default shall exist and be continuing under the Loan Documents. 10.1.7 Subject to Section 2.4, the closings under the CRV Agreement and the CPR Agreement shall occur simultaneously with the Closing hereunder. PURCHASE AND SALE AGREEMENT MPR PROPERTY 10.1.8 On or prior to the Closing Date, from no Seller shall have (i) applied for or consented to the holders appointment of a receiver, trustee or liquidator for itself or any of its assets unless the tenants' interest under Leases which demise not less than 80% of the rentable square footage demised as of the date hereof under the Leases. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% of the rentable square footage demised under the Leases as of the date hereof, Seller may (but same shall not be obligated to) satisfy the foregoing condition by executing and delivering to Purchaser at Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been set forth in discharged (with no right of appeal) prior to the Tenant Estoppel Certificate(sClosing Date, and no such receiver, liquidator or trustee shall have otherwise been appointed, unless same shall have been discharged (with no right of appeal) for any Leases selected by Seller and for which Seller has prior to the Closing Date, (ii) been unable to obtain meet its debts as they became due or admitted in writing an inability to pay its debts as they mature, (iii) made a Tenant Estoppel Certificategeneral assignment for the benefit OF creditors, (iv) been adjudicated a bankrupt or insolvent, or had a voluntary or involuntary petition for reorganization granted with respect to such Person, or (v) filed a voluntary petition seeking reorganization or an arrangement with creditors or taken advantage of any bankruptcy, reorganization, insolvency, readjustment or debt, dissolution or liquidation law or statute, or filed an answer admitting the material allegations of a petition filed against it in any proceedings under any such law, or had any voluntary or involuntary petition filed against it in any proceeding under any of the foregoing laws, in each case, unless the same shall have been dismissed, canceled or terminated prior to the extent necessary to increase to 80% of Closing Date. 10.1.9 At Closing, Sellers shall have delivered the rentable square footage demised under Leases as of the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes of this Agreement, the term "TENANT ESTOPPEL CERTIFICATE" shall mean a certificate in the form of Exhibit D annexed hereto, provided that if any Lease prescribes the form or contents of an estoppel certificate to be delivered Management Agreements executed by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;Manager.

Purchaser’s Conditions. Purchaser's obligation 2.1 Each of the Seller Warranties and each of the Promoter Warranties (disregarding any reference to purchase materiality or Material Adverse Effect contained therein) shall be true and correct when made and as of the Property Completion Date as though made at such date (except that any Seller Warranties and any Promoter Warranties that are made as of a specified date shall be true and correct only as of such specified date), in each case except where any failure of such Seller Warranties and Promoter Warranties to be so true and correct is subject not, a Material Adverse Effect, provided however that each of the Fundamental Seller Warranties and the Fundamental Promoter Warranties shall be true and correct in all respects when made and as of the Completion Date. 2.2 There being no breach of the obligations (and for the avoidance of doubt excluding breach of a Seller Warranty or a Promoter Warranty) required to be performed under this Agreement which would individually or in aggregate constitute a material breach of this Agreement at Completion. 2.3 No Material Adverse Effect has occurred since the date of this Agreement and continues to exist at Completion. 2.4 The consents and amendments set out in Appendix 16 shall have been obtained in accordance with Appendix 16. 2.5 The Novations set forth in paragraph (A) (1) and (2) of Appendix 17 shall have been effected to the reasonable satisfaction of the following conditions precedent, any or all Purchaser in the manner contemplated in Appendix 17. 2.6 Such number of which may be waived by Purchaser: (a) Seller Senior Management Contracts as the Parties agree in writing shall have delivered been entered into and not terminated, and such number of Senior Managers shall still be able to Purchaser Tenant Estoppel Certificateswork. 2.7 The Final Individual Accounts will not show a material adverse difference from the Draft Individual Accounts, dated when taken in the context of the Group as of a date whole. 2.8 The Final Limited Review Accounts will not more than forty-five (45) days prior show a material adverse difference from the Draft Limited Review Accounts. 2.9 The Identified *** Assets shall have been transferred to the Closing Date, from the holders of the tenants' interest under Leases which demise not less than 80% of the rentable square footage demised as of the date hereof under the Leases. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% of the rentable square footage demised under the Leases as of the date hereof, Seller may (but shall not be obligated to) satisfy the foregoing condition by executing and delivering to Purchaser at Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been set forth in the Tenant Estoppel Certificate(s) for any Leases selected by Seller and for which Seller has been unable to obtain a Tenant Estoppel Certificate, to the extent necessary to increase to 80% of the rentable square footage demised under Leases as of the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes of this Agreement, the term "TENANT ESTOPPEL CERTIFICATE" shall mean a certificate in the form of Exhibit D annexed hereto, provided that if any Lease prescribes the form or contents of an estoppel certificate to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;Company.

Purchaser’s Conditions. Purchaser's The obligation of Purchaser to purchase Vendor's interest in and to the Property Assets is subject to the satisfaction of the following conditions precedent, any or all which are inserted herein and made part hereof for the exclusive benefit of which Purchaser and may be waived by Purchaser: (a) Seller the representations and warranties of Vendor herein contained shall be true in all material respects when made and as of the Closing Time, and a Certificate to that effect shall have been delivered by Vendor to Purchaser Tenant Estoppel Certificatesat Closing; (b) all obligations of Vendor contained in this Agreement to be performed prior to or at Closing shall have been timely performed in all material respects; (c) at or prior to Closing, dated as of Vendor shall deliver to Purchaser any releases and registrable discharges (requested by Purchaser a date not more than forty-five (45) days reasonable time prior to the Closing DateTime) in a form satisfactory to Purchaser, from of any adverse liens and encumbrances that are not Permitted Encumbrances and relate to security held by a Third Party against the holders Assets or any part or portion thereof; (d) there shall have been no damage to or alteration of any of the tenants' interest under Leases Assets between the Effective Date and the Closing Time, which demise not less than 80% in Purchaser's reasonable opinion would materially adversely affect the value of the rentable square footage demised as Assets, except and to the extent approved in writing by Purchaser, provided that a decline of reserves by production of Petroleum Substances in the ordinary course or a change in price at which the Leased Substances may be sold between the date hereof under and the Leases. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% of the rentable square footage demised under the Leases as of the date hereof, Seller may (but Closing Time shall not be obligated toregarded as a material damage to or alteration of the Assets; (e) satisfy Purchaser's rights to terminate this Agreement pursuant to Article 11 hereof; (f) Purchaser shall have received the foregoing condition Competition Act (Canada) clearance by executing and delivering to Purchaser at Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been set forth in the Tenant Estoppel Certificate(s) for any Leases selected by Seller and for which Seller has been unable to obtain a Tenant Estoppel way of Advance Ruling Certificate, to the extent necessary to increase to 80% of the rentable square footage demised under Leases exemption or filing, as of the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes of set out in this Agreement, on or before June 30, 2002. If any one or more of the term "TENANT ESTOPPEL CERTIFICATE" foregoing conditions precedent has or have not been satisfied, complied with, or waived by Purchaser, at or before the Closing Time, Purchaser may in addition to any other remedies which it may have available to it, rescind this Agreement by written notice to Vendor and upon doing so, Vendor shall mean a certificate in forthwith return the form of Exhibit D annexed hereto, provided that if Deposit plus any Lease prescribes the form or contents of an estoppel certificate accrued interest to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;Purchaser.

Purchaser’s Conditions. Purchaser's The obligation of each Purchaser to consummate the purchase of the Property is Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions precedent, (any or all of which may be waived by Purchaser:such Purchaser in writing, in whole or in part, to the extent permitted by applicable Law): (ai) Seller Crosstex shall have delivered given each Purchaser at least two (2) Business Days prior written notice of the Closing Date; (ii) Since the date of this Agreement, no Crosstex Material Adverse Effect shall have occurred and be continuing; (iii) Crosstex shall have consummated the SoLa Asset Acquisition pursuant to Purchaser Tenant Estoppel Certificatesthe SoLa Asset Acquisition Agreement, dated and acquired the Acquired Companies and each of the Acquired Company Assets (as of a date not more than forty-five each is defined in the SoLa Asset Acquisition Agreement); (45iv) days Crosstex shall have executed the Senior Secured Credit Facility; (v) Crosstex shall have performed and complied with the covenants and agreements contained in this Agreement which are required to be performed and complied with by Crosstex on or prior to the Closing Date, from the holders ; (vi) The representations and warranties of the tenants' interest under Leases which demise not less than 80% of the rentable square footage demised Crosstex contained in this Agreement that are qualified by materiality or Crosstex Material Adverse Effect shall be true and correct as of the date hereof under the Leases. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% of the rentable square footage demised under the Leases Closing Date and all other representations and warranties shall be true and correct in all material respects as of the Closing Date (except that representations made as of a specific date hereofshall be required to be true and correct as of such date only); (vii) Crosstex shall have delivered, Seller may (but shall not or caused to be obligated to) satisfy the foregoing condition by executing and delivering to Purchaser at Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been set forth in the Tenant Estoppel Certificate(s) for any Leases selected by Seller and for which Seller has been unable to obtain a Tenant Estoppel Certificatedelivered, to the extent necessary to increase to 80% of Purchasers at the rentable square footage demised under Leases as of Closing, Crosstex's closing deliveries described in Section 2.05; (viii) Crosstex shall have amended the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes of this Agreement, the term "TENANT ESTOPPEL CERTIFICATE" shall mean a certificate Partnership Agreement in the form attached as Exhibit C hereto to provide for the issuance of Exhibit D annexed hereto, provided that if any Lease prescribes the form or contents of an estoppel certificate to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;Senior Subordinated Series B Units.

Purchaser’s Conditions. Purchaser's obligation Purchasers shall not be obligated to purchase the Property is subject to the satisfaction perform under this Agreement unless all of the following conditions precedent, any precedent are satisfied (or all waived in writing by Purchasers) and are otherwise true and correct as of which may be waived by Purchaserthe Closing Date: (ai) All of Seller’s representations and warranties shall be true and correct in all material respects. (ii) Seller shall have delivered to Purchaser Tenant Estoppel Certificatesperformed all of its covenants, dated as of a date agreements, and obligations under this Agreement in all material respects and shall otherwise not more than forty-five be in default. (45iii) days prior There shall not have been any material adverse change with respect to the Property or the matters reflected in the Title Commitment or Survey, except to reflect those items otherwise authorized by this Agreement or approved or otherwise created in writing by Purchasers. (iv) Seller or the LD Parties shall have paid all due and outstanding (i) taxes and other assessments (including personal property taxes on the Personal Property) applicable to the Property, and (ii) gas electricity and other utility charges applicable to the Property. (v) The LD Closing Datehas occurred (or will occur concurrently with the Closing). (vi) The closing under the OTA shall have occurred (or will occur concurrently with the Closing). (vii) Any existing leases or management agreements among the LD Parties or between the LD Parties and a third party operator with respect to the Facilities shall have been terminated. (viii) New Operators shall have received all necessary licenses and other governmental consents, from approvals and certifications required in connection with the holders operation of the tenants' interest under Leases which demise Facilities by the New Operators as skilled nursing facilities, including but not less than 80% limited as Medicare and Medicaid nursing homes being fully and unconditionally certified for participation in the Medicaid and Medicare reimbursement programs without any waivers or conditions, and any and all necessary governmental inspections required in connection with the transactions contemplated hereby shall have been favorably completed. (ix) The Commencement Date (as such term is defined in the Lease) shall have occurred or shall occur simultaneously with the Closing. Seller shall use reasonable efforts to satisfy all of the rentable square footage demised as of the date hereof under the Leasesforegoing conditions precedent. If, however, If Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% satisfy all of the rentable square footage demised under the Leases as of the date hereofforegoing conditions precedent, Purchasers may waive one or more conditions precedent, or either Purchasers or Seller may extend the Outside Closing Date for up to an additional thirty (but shall not be obligated to30) satisfy the foregoing condition days by executing and delivering to Purchaser at Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been set forth in the Tenant Estoppel Certificate(s) for any Leases selected by Seller and for which Seller has been unable to obtain a Tenant Estoppel Certificate, written notice to the extent necessary other. If Purchasers elect to increase close, Purchasers will be deemed to 80% of the rentable square footage demised under Leases as of the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes of this Agreement, the term "TENANT ESTOPPEL CERTIFICATE" shall mean a certificate in the form of Exhibit D annexed hereto, provided that if have waived any Lease prescribes the form or contents of an estoppel certificate conditions actually known by Purchasers to be delivered by unsatisfied at the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;Closing.

Purchaser’s Conditions. Purchaser's obligation to purchase the Property is subject to the satisfaction of Closing shall not occur unless and until the following conditions precedent, any precedent and contingencies have been satisfied or all of which may be waived in writing by Purchaser in Purchaser’s sole and absolute discretion: (a) Seller 3.4.1.1 Article 8 shall have been complied with and the Title Company remains committed to issue the Title Policies pursuant to Section 8.2; 3.4.1.2 All items required to be delivered by Sellers into Escrow have been delivered to Purchaser Tenant Estoppel Certificates, dated as of a date not more than forty-five (45) days prior Escrow Holder pursuant to Section 3.2.1; 3.4.1.3 On the Closing Date, from Sellers shall not be in material breach in the holders performance of any covenant or agreement to be performed by Sellers under this Agreement; 3.4.1.4 On the tenants' interest under Leases which demise not less than 80% of the rentable square footage demised Closing Date, all representations and warranties made by Sellers in Article 5, Article 7 and Sections 16.5.2 and 23.2 shall be true and correct as if made on and as of the date hereof under Closing Date except as otherwise provided in Article 10; 3.4.1.5 Purchaser shall have received from Sellers’ counsel an opinion dated the Leases. IfClosing Date, howeverin form and substance reasonably satisfactory to Purchaser, that all necessary corporate and limited liability company action has been duly and validly taken on behalf of each Seller is unable to obtain Tenant Estoppel Certificates for the execution and performance of this Agreement and all other agreements entered into or instruments delivered by Sellers pursuant hereto; 3.4.1.6 Sellers shall have complied with the requirements of Article 23 hereof; 3.4.1.7 There shall not be in effect any order from tenants under Leases demising not less than 80% a court or governmental authority having jurisdiction over the parties or the Assets barring the consummation of the rentable square footage demised transactions contemplated by this Agreement nor any litigation or proceeding by any federal or state governmental agency to restrain or prohibit the consummation of the transactions contemplated by this Agreement; 3.4.1.8 There shall not be pending or threatened any litigation or proceeding instituted by any federal, state or foreign governmental authority to restrain, prohibit or otherwise interfere with or obtain substantial monetary damages in connection with the consummation of the transactions contemplated by this Agreement or the operation of the Sites by Purchaser after the Closing Date; 3.4.1.9 All third-party Consents (as defined in Section 5.3) required to be obtained by Sellers shall have been obtained, including, without limitation, all required consents of the landlords under the Leases (each, a “Landlord”) as described in Section 23.1 and the Consents set forth on Exhibit P. If consent of a Landlord for a Site is not obtained, (i) the Purchase Price shall be reduced by ONE MILLION EIGHT HUNDRED THOUSAND DOLLARS ($1,800,000) for each such Site, without such amount necessarily representing the fair market value of the date hereofSite, Seller may (but ii) the parties shall not be obligated to) satisfy the foregoing condition by executing and delivering mutually work together to Purchaser at Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been set forth in the Tenant Estoppel Certificate(s) provide for any Leases selected by Seller and for which Seller has been unable to obtain a Tenant Estoppel Certificate, to the extent necessary to increase to 80% continuing operation of the rentable square footage demised under Leases as of the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing Site for a period of six sixty (660) months days following Closing and continue to seek the consent of such Landlord and (iii) if consent is not obtained, within the time stated above, Sellers shall retain the Site, the parties shall first attempt to agree to the fair market value of the Site and if they fail to agree, then the matter shall be submitted to arbitration for a determination of the fair market value of the Site and whenever the value is determined by agreement or until such earlier date arbitration, if the value is greater than $1,800,000, Sellers shall immediately pay Purchaser the difference between $1,800,000 and the determined value and if the value is less than $1,800,000 Purchaser shall immediately pay Sellers the difference between $1,800,000 and the value which is determined. If consent is obtained after Closing and within the sixty (60) days stated above, the parties shall within five (5) days after receipt of consent, close on which the applicable tenant Site and Purchaser shall deliver pay $1,800,000 to Sellers. The condition set forth in this Section 3.4.1.9 will be deemed to be satisfied as to a Site despite Sellers’ failure to obtain the landlord’s consent if Sellers are able to make the economic benefits of ownership available to Purchaser without the violation of a Tenant Estoppel Certificate. For purposes of this Agreementlease through a sublease, the term "TENANT ESTOPPEL CERTIFICATE" shall mean a certificate license or other such means, in the each case reasonably satisfactory in form of Exhibit D annexed heretoand substance to Purchaser, provided that if any Lease prescribes the form or contents of an estoppel certificate and Sellers agree to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in continue using commercially reasonable efforts to secure such form or containing such contentsconsent;

Purchaser’s Conditions. Purchaser's (a) In addition to the conditions set forth in Clause 4.1, the obligation of Purchaser to complete the Transaction and purchase the Property Assets from Vendor and to sell and convey the Purchaser Assets to Vendor is subject to the satisfaction of the following conditions precedentconditions, any or all which are inserted into and made part of which this Agreement for the exclusive benefit of Purchaser and may be waived only by Purchaser: (ai) Seller the Vendor's Fundamental Representations shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date or if another date is specified therein, as of such date; (ii) the representations and warranties of Vendor set forth in Clause 6.1, other than the Vendor's Fundamental Representations, shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date or if another date is specified therein, as of such date, in either case except where the representation and warranty is already qualified by materiality, in which case such representation and warranty shall be true and correct; (iii) all obligations and covenants of Vendor in this Agreement that are to be performed or complied with prior to or at the Closing Time (other than agreements, certificates and other instruments and documents to be delivered at the Closing Time by Vendor pursuant to Clause 5.1) shall have been performed or complied with in all material respects; (iv) at the Closing Time, Vendor shall have duly delivered the agreements, certificates and other instruments and documents required pursuant to Clause 5.1; (v) no Material Adverse Change in the Assets shall have occurred during the Pre-Closing Period; and (vi) no Adverse Tariff Event shall have occurred during the Pre-Closing Period that is both continuing and has expressly resulted in one or both of the Financings being terminated by a Financing Source Party. (b) If any condition set forth in Clause 4.2(a) has not been satisfied or waived by Purchaser Tenant Estoppel Certificatesat or before the Closing Time, dated as of a date not more than forty-five (45) days Purchaser may terminate this Agreement by written notice to Vendor prior to the Closing Date, from the holders of the tenants' interest under Leases which demise not less than 80% of the rentable square footage demised as of the date hereof under the Leases. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% of the rentable square footage demised under the Leases as of the date hereof, Seller may (but Time; provided that Purchaser shall not be obligated topermitted to exercise or purport to exercise any right of termination pursuant to this Clause 4.2(b) satisfy if the foregoing condition by executing and delivering event or circumstances giving rise to Purchaser at Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been set forth in the Tenant Estoppel Certificate(s) for any Leases selected by Seller and for which Seller has been unable to obtain a Tenant Estoppel Certificate, that right is due to the extent necessary breach of any representation or warranty or failure to increase to 80% of the rentable square footage demised perform any covenant or obligation under Leases as of the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes of this Agreement, the term "TENANT ESTOPPEL CERTIFICATE" shall mean a certificate in the form of Exhibit D annexed hereto, provided that if any Lease prescribes the form or contents of an estoppel certificate to be delivered Agreement by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;Purchaser.

Purchaser’s Conditions. Purchaser's Subject to the terms of this Agreement, Purchaser shall have no obligation to purchase consummate the transaction contemplated hereby at the Closing unless: 11.1.1 the Seller’s Update Certificate indicates that Seller’s representations as set forth in Section 10.1 hereof (other than condemnation or eminent domain proceedings, which shall be governed by Article VI hereof) are true and correct in all material respects on and as of the Closing Date without being modified as of the Closing Date to reflect changed facts or circumstances; provided, that for purposes of this Section 11.1.1, none of Seller’s representations shall be deemed untrue in any material respect unless such failure, together with all other failures of a Seller representation to be true, shall, as of the Closing Date, have an adverse impact on Purchaser or its intended redevelopment of the Property is subject in an amount equal to no less than $250,000; 11.1.2 Seller has, in all material respects, performed or complied with the satisfaction of the following conditions precedent, any material obligations on Seller’s part to be performed or all of which may be waived by Purchaser: (a) Seller shall have delivered to Purchaser Tenant Estoppel Certificates, dated as of a date not more than forty-five (45) days complied with hereunder on or prior to the Closing Date, from Date (including without limitation Seller’s obligations under Article V and Section 7.2 hereof); and 11.1.3 all other conditions precedent set forth herein to Purchaser’s obligation to consummate the holders transaction contemplated hereby have been satisfied in all material respects. Purchaser shall have the right to waive any such conditions precedent to Purchaser’s obligation to consummate the transaction contemplated hereby. If Purchaser elects to proceed to the Closing with actual knowledge (as such term is used in Section 10.4 hereof) of (i) a default in any of the tenants' interest covenants, agreements or obligations to be performed by Seller under Leases which demise not less than 80% this Agreement, and/or (ii) an inaccuracy in or untruthfulness of any representation or warranty of Seller made in this Agreement, then, upon the consummation of the rentable square footage demised as of the date hereof under the LeasesClosing, Purchaser shall be deemed to have waived any such default and/or inaccuracy and shall have no claim against Seller on account thereof. If, however, If Seller is unable in default under this Agreement giving rise to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% of the rentable square footage demised under the Leases Purchaser’s right to terminate this Agreement as of the date hereofprovided herein, Seller may (but then Purchaser shall not be obligated to) satisfy to consummate the foregoing condition by executing transaction contemplated hereby and delivering to Purchaser at Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been set forth in the Tenant Estoppel Certificate(s) for any Leases selected by Seller and for which Seller has been unable to obtain a Tenant Estoppel Certificate, to the extent necessary to increase to 80% provisions of the rentable square footage demised under Leases as of the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate Section 12.2 shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes of this Agreement, the term "TENANT ESTOPPEL CERTIFICATE" shall mean a certificate in the form of Exhibit D annexed hereto, provided that if any Lease prescribes the form or contents of an estoppel certificate to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;apply.

Purchaser’s Conditions. Purchaser's (a) The obligation of Purchaser to complete the Transaction and purchase the Property Assets from Vendor is subject to the satisfaction of the following conditions precedent, any or all which are inserted into and made part of which this Agreement for the exclusive benefit of Purchaser and may be waived only by Purchaser: (ai) Seller the representations and warranties of Vendor set forth in Clause 5.1 shall be true and correct in all material respects when made and as of the Closing Time, unless some other time is specified, and all obligations and covenants of Vendor in this Agreement that are to be performed or complied with prior to or at the Closing Time (other than in respect of the agreements, certificates and other instruments and documents to be delivered at the Closing Time by Vendor pursuant to Clause 4.1) shall have been performed or complied with in all material respects, (ii) at the Closing Time, Vendor shall have duly delivered the agreements, certificates and other instruments and documents required pursuant to Clause 4.1; (iii) no Governmental Authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the completion of the Transaction which has not been vacated or dismissed prior to the Closing Time; (iv) the Competition Act Approval shall have been obtained without conditions; (v) the TSXV Approval shall have been obtained without conditions, other than any conditions acceptable to Vendor in its sole and absolute discretion; and (vi) no material change to the Assets, except as shall have been consented to in writing by the Purchaser, shall have occurred between the execution of this Agreement and the Closing Date which would materially or adversely affect the value of the Assets and Vendor shall have delivered to Purchaser Tenant Estoppel Certificatesan Officer's Certificate to that effect at Closing, dated as provided that neither a decrease in the market price of a date any Petroleum Substances, changes in the reservoir, nor production of Petroleum Substances in the ordinary course of business shall be considered substantial damage for the purposes of this subclause. (b) If any of the conditions precedent Clause 3.1(a) have not more than forty-five (45) days been satisfied, complied with or waived by Purchaser at or before the Closing Time, then Purchaser may terminate this Agreement by written notice to Vendor prior to the Closing DateTime stating the reason for termination; (c) Following any termination of this Agreement by Purchaser pursuant to Clause 3.1: (i) Vendor and Purchaser shall forthwith instruct Vendor's Solicitors to return the Cash Deposit and Deposit Interest, and to deliver the Non-Cash Deposit, to Purchaser; (ii) Purchaser and Vendor shall be released and discharged from the holders further performance of any duties or obligations under this Agreement, except as provided in this Clause 3.1(c) and Clauses 11.2 and 12.11; and (iii) Purchaser shall have no Claim against Vendor under this Agreement or in connection with the tenants' interest under Leases which demise not less than 80% of Assets or otherwise in connection with the rentable square footage demised as of Transaction or the date hereof under the Leases. If, however, Seller is unable to obtain Tenant Estoppel Certificates from tenants under Leases demising not less than 80% of the rentable square footage demised under the Leases as of the date hereof, Seller may (but shall not be obligated to) satisfy the foregoing condition by executing and delivering to Purchaser at Closing a certificate from Seller (the "SELLER'S ESTOPPEL CERTIFICATE") setting forth the matters which would have been set forth in the Tenant Estoppel Certificate(s) for any Leases selected by Seller and for which Seller has been unable to obtain a Tenant Estoppel Certificate, to the extent necessary to increase to 80% of the rentable square footage demised under Leases as of the date hereof for which a Tenant Estoppel Certificate has been obtained. Any Seller's Estoppel Certificate shall state that the representations made therein shall survive the Closing for a period of six (6) months or until such earlier date on which the applicable tenant shall deliver to Purchaser a Tenant Estoppel Certificate. For purposes termination of this Agreement, other than pursuant to Clauses 11.2 and 12.11, and Purchaser's sole and exclusive right and recourse against Vendor shall be limited to the term "TENANT ESTOPPEL CERTIFICATE" shall mean a certificate in refund of the form of Exhibit D annexed hereto, provided that if any Lease prescribes Deposit and the form or contents of an estoppel certificate to be delivered by the tenant, "TENANT ESTOPPEL CERTIFICATE" shall mean an estoppel certificate in such form or containing such contents;Deposit Interest.