Common use of Real Estate Commission Clause in Contracts

Real Estate Commission. Seller represents and warrants to Purchaser that Seller has not contacted or entered into any agreement with any real estate broker, agent, finder, or any other party in connection with this transaction, and that Seller has not taken any action which would result in any real estate broker's, finder's, or other fees or commissions being due and payable to any other party with respect to the transaction contemplated hereby. Purchaser hereby represents and warrants to Seller that Purchaser has not contracted or entered into any agreement with any real estate broker, agent, finder, or any other party in connection with this transaction, and that Purchaser has not taken any action which would result in any real estate broker's, finder's, or other fees or commissions being due or payable to any other party with respect to the transaction contemplated hereby. Each party hereby indemnifies and agrees to hold the other party harmless from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) resulting to the other party by reason of a breach of the representation and warranty made by such party herein. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Article XXVI shall survive the closing. EXECUTED on this the 24th day of December, 2002. SELLER: FO SKI RESORTS, LLC, a Massachusetts limited liability company By: /S/ XXXXX X. XXXXXXXX ------------------------------------------- Xxxxx X. Xxxxxxxx, Manager XXXXXX MOUNTAIN SKI RESORTS, INC., a Massachusetts business corporation By: /S/ XXXXX X. XXXXXXXX ------------------------------------------- Xxxxx X. Xxxxxxxx, Manager EXECUTED on this the 2ND day of January, 2003 PURCHASER: SILVERLEAF RESORTS, INC., a Texas corporation By: /S/ XXXXXX X. XXXX ------------------------------------------- Name: Xxxxxx X. Xxxx Its: CEO RECEIPT OF XXXXXXX MONEY AND ONE (1) EXECUTED COUNTERPART OF THIS CONTRACT IS HEREBY ACKNOWLEDGED: TITLE COMPANY: SAFECO TEXAS By: /S/ XXXX X. XXXXXX -------------------------- Name: Xxxx X. XxXxxx Its: Escrow Officer List of Exhibits attached to Agreement and not filed herewith: Exhibit A - Description of Property Exhibit B - Improvements Conveyed Exhibit C - Personal Property Conveyed

Real Estate Commission. In the event that this Contract closes, but not otherwise, Seller agrees to pay at closing a real estate commission in the amount of eight percent (8%) of the purchase price payable hereunder, such commission to be divided equally between Compass Realty (Seller's representative) and Golden West Real Estate, Inc. (Purchaser's Representative). Seller represents and warrants to Purchaser that Seller has not contacted or entered into any agreement with any real estate broker, agent, finder, or any other party in connection with this transaction, and that Seller has not taken any action which would result in any real estate broker's, finder's, or other fees or commissions being due and payable to any other party with respect to the transaction contemplated hereby. Purchaser hereby represents and warrants to Seller that Purchaser has not contracted or entered into any agreement with any real estate broker, agent, finder, or any other party in connection with this transaction, and that Purchaser has not taken any action which would result in any real estate broker's, finder's, or other fees or commissions being due or payable to any other party with respect to the transaction contemplated hereby. Each party hereby indemnifies and agrees to hold the other party harmless from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) resulting to the other party by reason of a breach of the representation and warranty made by such party herein. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Article XXVI shall survive the closing. EXECUTED on this the 24th 7th day of DecemberJuly, 20021997. SELLER: FO SKI RESORTSHARMXX/XXXAX XXXITED LIABILITY COMPANY LAGUANA CONSOLIDANTS, LLC, a Massachusetts limited liability company LLC By: /S/ XXXXX X. /s/ ROBEXX XXXXXXXX ------------------------------------------- Xxxxx X. Xxxxxxxx, Manager XXXXXX MOUNTAIN SKI RESORTS, INC., a Massachusetts business corporation By---------------------------------- Name: /S/ XXXXX X. XXXXXXXX ------------------------------------------- Xxxxx X. Xxxxxxxx, Manager Robexx Xxxxxxxx ---------------------------------- Its: President ---------------------------------- EXECUTED on this the 2ND 3rd day of JanuaryJuly, 2003 1997. PURCHASER: --------- SILVERLEAF RESORTS, INC., a Texas corporation . By: /S/ XXXXXX X. /s/ ROBEXX XXXX ------------------------------------------- ---------------------------------- Name: Xxxxxx X. Robexx Xxxx -------------------------------- Its: CEO --------------------------------- RECEIPT OF XXXXXXX MONEY EARNXXX XXXEY AND ONE (1) EXECUTED COUNTERPART OF THIS CONTRACT IS HEREBY ACKNOWLEDGED: TITLE COMPANY: SAFECO TEXAS NEVADA TITLE COMPANY By: /S/ XXXX X. XXXXXX -------------------------- --------------------------------- Name: Xxxx X. XxXxxx -------------------------------- Its: Escrow Officer List of Exhibits attached to Agreement and not filed herewith: Exhibit A - Description of Property Exhibit B - Improvements Conveyed Exhibit C - Personal Property Conveyed--------------------------------

Real Estate Commission. In the event that this Contract closes, but not otherwise, Seller agrees to pay at closing a real estate commission to Reece & Nichols Realtors ("Broker"), such commission to be in the amoxxx xf sxxxx xxrcent (7%). Seller represents and warrants to Purchaser that Seller has not contacted or entered into any agreement with any other real estate broker, agent, finder, or any other party in connection with this transaction, and that Seller has not taken any action which would result in any other real estate broker's, finder's, or other fees or commissions being due and payable to any other party with respect to the transaction contemplated hereby. Purchaser hereby represents and warrants to Seller that Purchaser has not contracted or entered into any agreement with any other real estate broker, agent, finder, or any other party in connection with this transaction, and that Purchaser has not taken any action which would result in any other real estate broker's, finder's, or other fees or commissions being due or payable to any other party with respect to the transaction contemplated hereby. Each party hereby indemnifies and agrees to hold the other party harmless from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) resulting to the other party by reason of a breach of the representation and warranty made by such party herein. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Article XXVI XXV shall survive the closing. EXECUTED on this the 24th 8th day of DecemberOctober, 20022003. SELLER: FO SKI RESORTS, LLC, a Massachusetts limited liability company By: /S/ XXXXX X. XXXXXXXX ------------------------------------------- Xxxxx X. Xxxxxxxx, Manager XXXXXX MOUNTAIN SKI RESORTS, INC., a Massachusetts business corporation By: /S/ XXXXX X. XXXXXXXX ------------------------------------------- Xxxxx X. Xxxxxxxx, Manager EXECUTED on this the 2ND day of January, 2003 PURCHASER: SILVERLEAF RESORTS, INC., a Texas corporation By: /S/ XXXXXX X. XXXX ------------------------------------------- ROBERT E. MEAD ---------------------------------------- Name: Xxxxxx X. Xxxx Robert E. Mead Its: CEO EXECUTED ox xxxx xxx 0xx day of October, 2003. PURCHASER: /S/ REED KLINE ---------------------------------------------- REED KLINE RECEIPT OF XXXXXXX EARNEST MONEY AND ONE (1) EXECUTED COUNTERPART OF THIS COUNTERPARX XX XXXX CONTRACT IS HEREBY ACKNOWLEDGEDHEXXXX XXKNOWLEDGED: TITLE COMPANY: SAFECO TEXAS THOMSON TITLE COMPANY By: /S/ XXXX X. XXXXXX -------------------------- ROBIN GREENWALD --------------------------- Name: Xxxx X. XxXxxx ItsRobin Greenwald Xxx: Escrow Officer Xxxxxx Xloser List of Exhibits attached to Agreement and not filed herewithExhibits: Exhibit A - Description of Property Exhibit B - Improvements Conveyed Exhibit C - Personal Property ConveyedA--Lexxx Xxxxxxxxxxx

Real Estate Commission. Seller represents and warrants to Purchaser that Seller has not contacted or entered into any agreement with any real estate broker, agent, finder, or any other party in connection with this transaction, and that Seller has not taken any action which would result in any real estate broker's, finder's, or other fees or commissions being due and payable to any other party with respect to the transaction contemplated hereby. Purchaser hereby represents and warrants to Seller that Purchaser has not contracted or entered into any agreement with any real estate broker, agent, finder, or any other party in connection with this transaction, and that Purchaser has not taken any action which would result in any real estate broker's, finder's, or other fees or commissions being due or payable to any other party with respect to the transaction contemplated hereby. Each party hereby indemnifies and agrees to hold the other party harmless from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) resulting to the other party by reason of a breach of the representation and warranty made by such party herein. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Article XXVI shall survive the closing. EXECUTED on this the 24th 12th day of DecemberJanuary, 20021998. SELLER: FO SKI RESORTS, CROWN RESORT CO. LLC, a Massachusetts Delaware limited liability company By: /s/ RICHXXX X. XXXXXXX ----------------------------------- Name: Richxxx X. Xxxxxxx ----------------------------------- Its: Member ------------------------------------ /s/ RICHXXX X. XXXXXXX ------------------------------------------- RICHXXX X. XXXXXXX /S/ XXXXX ROBEXX X. XXXXXXXX XXXXXX ------------------------------------------- Xxxxx ROBEXX X. Xxxxxxxx, Manager XXXXXX MOUNTAIN SKI RESORTS, INC., a Massachusetts business corporation By: /S/ XXXXX X. XXXXXXXX ------------------------------------------- Xxxxx X. Xxxxxxxx, Manager EXECUTED on this the 2ND 12th day of January, 2003 1998. PURCHASER: SILVERLEAF RESORTS, INC., a Texas corporation By: /S/ XXXXXX /s/ ROBEXX X. XXXX ------------------------------------------- Name: Xxxxxx ---------------------------------------- Robexx X. Xxxx Its: CEO RECEIPT OF XXXXXXX MONEY AND ONE (1) EXECUTED COUNTERPART OF THIS CONTRACT IS HEREBY ACKNOWLEDGED: Xxxx, Xxief Executive Officer TITLE COMPANY: SAFECO TEXAS LAND TITLE OF DALLAS By: /S/ XXXX X. XXXXXX -------------------------- /s/ BOBBXX XXXXX --------------------------------- Name: Xxxx X. XxXxxx BOBBXX XXXXX ---------------------------- Its: Escrow Officer List of Exhibits attached to Agreement and not filed herewith: Vice President ----------------------------- LIST OF EXHIBITS TO EXHIBIT 10.36 Exhibit A - Description of Property Vacation Interval Inventory Exhibit B - Improvements Conveyed Management Agreement List Exhibit C - Personal Property ConveyedResort Group Inventory Exhibit D Allocation of Purchase Price Exhibit E Employment Agreement for Richxxx X. Xxxxxxx Exhibit F Employment Agreement for Robexx X. Xxxxxx The above-listed exhibits are omitted from this filing. Registrant agrees to furnish supplementally a copy of any omitted exhibit to the Commission upon request.

Real Estate Commission. In the event that this Contract closes, but not otherwise, Seller agrees to pay at closing a real estate commission in the amount of three percent (3%) of the purchase price, such commission to be paid to Pirtxx Xxxl Estate Services. Seller represents and warrants to Purchaser that Seller has not contacted or entered into any agreement with any other real estate broker, agent, finder, or any other party in connection with this transaction, and that Seller has not taken any action which would result in any other real estate broker's, finder's, or other fees or commissions being due and payable to any other party with respect to the transaction contemplated hereby. Purchaser hereby represents and warrants to Seller that Purchaser has not contracted or entered into any agreement with any other real estate broker, agent, finder, or any other party in connection with this transaction, and that Purchaser has not taken any action which would result in any other real estate broker's, finder's, or other fees or commissions being due or payable to any other party with respect to the transaction contemplated hereby. Each party hereby indemnifies and agrees to hold the other party harmless from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) resulting to the other party by reason of a breach of the representation and warranty made by such party herein. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Article XXVI shall survive the closing. EXECUTED on this the 24th 5th day of DecemberAugust, 20021998. SELLER: FO SKI RESORTS, LLC, a Massachusetts limited liability company By: /S/ XXXXX /s/ DAVIX X. XXXXXXXX ------------------------------------------- Xxxxx XXXXXX ----------------------------------------- Davix X. Xxxxxxxx, Manager Xxxxxx /s/ JANE X. XXXXXX MOUNTAIN SKI RESORTS, INC., a Massachusetts business corporation By: /S/ XXXXX ----------------------------------------- Jane X. XXXXXXXX ------------------------------------------- Xxxxx X. Xxxxxxxx, Manager Xxxxxx EXECUTED on this the 2ND 1st day of JanuaryAugust, 2003 1998. PURCHASER: SILVERLEAF RESORTS/s/ GEORXX X. XXXXXX, INC.XXQ. ----------------------------------------- Georxx X. Xxxxxx, a Texas corporation By: /S/ XXXXXX X. XXXX ------------------------------------------- Name: Xxxxxx X. Xxxx Its: CEO Xxq. RECEIPT OF XXXXXXX MONEY EARNXXX XXXEY AND ONE (1) EXECUTED COUNTERPART OF THIS CONTRACT IS HEREBY ACKNOWLEDGED: TITLE COMPANY: SAFECO TEXAS By: /S/ XXXX X. XXXXXX -------------------------- Name: Xxxx X. XxXxxx Its: Escrow Officer List of Exhibits attached to Agreement and not filed herewith: Exhibit A - Description of Property Exhibit B - Improvements Conveyed Exhibit C - Personal Property ConveyedLAND TITLE OF DALLAS

Real Estate Commission. Seller represents and warrants to Purchaser that Seller has not contacted or entered into any agreement with any real estate broker, agent, finder, or any other party in connection with this transaction, and that Seller has not taken any action which would result in any real estate broker's, finder's, or other fees or commissions being due and payable to any other party with respect to the transaction contemplated hereby. Purchaser hereby represents and warrants to Seller that Purchaser has not contracted or entered into any agreement with any real estate broker, agent, finder, or any other party in connection with this transaction, and that Purchaser has not taken any action which would result in any real estate broker's, finder's, or other fees or commissions being due or payable to any other party with respect to the transaction contemplated hereby. Each party hereby indemnifies and agrees to hold the other party harmless from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) resulting to the other party by reason of a breach of the representation and warranty made by such party herein. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Article XXVI XXVII shall survive the closing. EXECUTED on this the 24th day of DecemberApril, 20021998. SELLER: FO SKI RESORTS, LLCBEECH MOUNTAIN LAKES CORPORATION, a Massachusetts limited liability company By: /S/ XXXXX X. XXXXXXXX ------------------------------------------- Xxxxx X. Xxxxxxxx, Manager XXXXXX MOUNTAIN SKI RESORTS, INC., a Massachusetts business Pennsylvania corporation By: /S/ XXXXX /s/ Kennxxx X. XXXXXXXX ------------------------------------------- Xxxxx Xxxxxxxx --------------------------------------- Name: Kennxxx X. Xxxxxxxx, Manager EXECUTED on this the 2ND day of January, 2003 Xxxxxxxx ------------------------------------- Its: Vice President -------------------------------------- PURCHASER: SILVERLEAF RESORTS, INC., a Texas corporation By: /S/ XXXXXX /s/ Robexx X. XXXX ------------------------------------------- Xxxx --------------------------------------- Name: Xxxxxx Robexx X. Xxxx ------------------------------------- Its: CEO -------------------------------------- RECEIPT OF XXXXXXX MONEY EARNXXX XXXEY AND ONE (1) EXECUTED COUNTERPART OF THIS CONTRACT IS HEREBY ACKNOWLEDGED: TITLE COMPANY: SAFECO TEXAS LAND TITLE OF DALLAS By: /S/ XXXX X. XXXXXX -------------------------- /s/ John Xxxx ---------------------------------- Name: John Xxxx X. XxXxxx -------------------------------- Its: Escrow Officer List of Exhibits attached to Agreement and not filed herewith: Exhibit A - Description of Property Exhibit B - Improvements Conveyed Exhibit C - Personal Property ConveyedVice President-Special Projects --------------------------------- Senior Commercial Closer -------------------------------------

Real Estate Commission. Seller represents and warrants Buyer each represent and warrant to Purchaser the other that neither Seller nor Buyer has not contacted or entered into any agreement with any real estate broker, agent, finder, finder or any other party in connection with this transaction, and that Seller neither party has not taken any action which would result in any real estate broker's, finder's, 's or other fees or commissions being due and payable to any other party with respect to the transaction contemplated hereby, except that Seller has contracted with Xxxxxx Xxxxxxxx as its broker and will pay a commission to said broker of $46,000 payable at close of escrow . Purchaser hereby represents Seller further agrees to pay Triple Net Properties Realty a commission of $150,000 at close of escrow and warrants to Seller that Purchaser has not contracted or entered into any agreement with any real estate brokerpayment of the Purchase Price. All commissions payable, agentat close of escrow and funding of Purchase Price, finder, or any other party in connection with shall be deemed earned and payable upon this transaction, occurrence and that Purchaser has not taken any action which would result in any real estate broker's, finder's, or other fees or commissions being due or payable to any other party with respect to funded by the transaction contemplated herebytitle company at the close of escrow. Each party hereby indemnifies and agrees to hold the other party harmless from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) resulting to the other party by reason of a breach of the representation and warranty made by such party herein. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Article XXVI shall survive the closingParagraph. SIGNATURE PAGE FOR SEQUIN CORNER SHOPPING CENTER EXECUTED on this the 24th 6th day of DecemberOctober, 2002. 2000 SELLER: FO SKI RESORTSS-SI SEGUIN, LP, a Texas limited partnership By: BGRW SEGUIN VENTURE LP, a Texas limited partnership Its: General Partner By: St. Ives Holdings, LLC, a Massachusetts Texas limited liability company Its: General Partner By: /s/ Xxxxx X. Xxxxxxx --------------------------------------------------------------------- Xxxxx X. Xxxxxxx Title: Vice President EXECUTED on this 5th day of October, 2000 BUYER: T REIT, L.P., a Virginia limited partnership By: TRIPLE NET PROPERTIES, LLC, a Virginia limited liability company By: /S/ XXXXX /s/ Xxxxxxx X. XXXXXXXX ------------------------------------------- Xxxxx Xxxxxxxx -------------------------------------------------------------- Xxxxxxx X. Xxxxxxxx, Manager XXXXXX MOUNTAIN SKI RESORTS, INC., a Massachusetts business corporation ByXxxxxxxx Title: /S/ XXXXX X. XXXXXXXX ------------------------------------------- Xxxxx X. Xxxxxxxx, Manager EXECUTED on this the 2ND day of January, 2003 PURCHASER: SILVERLEAF RESORTS, INC., a Texas corporation By: /S/ XXXXXX X. XXXX ------------------------------------------- Name: Xxxxxx X. Xxxx Its: CEO RECEIPT OF XXXXXXX MONEY AND ONE (1) EXECUTED COUNTERPART OF THIS CONTRACT IS HEREBY ACKNOWLEDGED: TITLE COMPANY: SAFECO TEXAS By: /S/ XXXX X. XXXXXX -------------------------- Name: Xxxx X. XxXxxx Its: Escrow Officer List of Exhibits attached to Agreement and not filed herewith: Exhibit A - Description of Property Exhibit B - Improvements Conveyed Exhibit C - Personal Property ConveyedPresident NO EXHIBITS ARE ATTACHED

Real Estate Commission. Staubach Retail Services Southwest, Ltd. (“Staubach”)represents both Seller and Purchaser. Provided that the sale hereunder does in fact close, Seller shall pay a brokerage commission to of six percent (6%) of the purchase price, which represents the total commission payable by Seller and Purchaser with regard to this transaction. Seller represents and warrants to Purchaser that Seller has not contacted or entered into any agreement with any other real estate broker, agent, finder, or any other party in connection with this transaction, and that Seller has not taken any action which would result in any other real estate broker's’s, finder's’s, or other fees or commissions being due and payable to any other party with respect to the transaction contemplated hereby. Purchaser hereby represents and warrants to Seller that Purchaser has not contracted or entered into any agreement with any real estate broker, agent, finder, or any other party in connection with this transactiontransaction other than Staubach, and that Purchaser has not taken any other action which would result in any real estate broker's’s, finder's’s, or other fees or commissions being due or payable to any other party with respect to the transaction contemplated hereby, except as set forth in the second sentence above. Each Seller hereby indemnifies and agrees to hold Purchaser harmless for any fees or commissions of Staubach, as set forth in the second sentence hereof. Additionally, each party hereby indemnifies and agrees to hold the other party harmless from any loss, liability, damage, cost, or expense (including reasonable attorneys' ’ fees) resulting to the other party by reason of a breach of the representation and warranty made by such party herein. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Article XXVI XIX shall survive the closing. EXECUTED on this the 24th 26th day of DecemberFebruary, 20022007. SELLER: FO SKI RESORTSDALLAS S&W, L.P., a Texas limited partnership By: S&W of Dallas LLC, a Massachusetts Delaware limited liability company company, its General Partner By: /S/ XXXXX X. XXXXXXXX ------------------------------------------- Xxxxx X. Xxxxxxxx, Manager /s/ XXXXXX MOUNTAIN SKI RESORTS, INC., a Massachusetts business corporation ByXXXXXX Name: /S/ XXXXX X. XXXXXXXX ------------------------------------------- Xxxxx X. Xxxxxxxx, Manager Xxxxxx Xxxxxx Its: President EXECUTED on this the 2ND 24th day of JanuaryFebruary, 2003 2007. PURCHASER: SILVERLEAF RESORTSRelentless Properties, INC., a Texas corporation LLC By: /S/ XXXXXX /s/ XXXXXXXX X. XXXX ------------------------------------------- XXXXXXX Name: Xxxxxx Xxxxxxxx X. Xxxx Xxxxxxx Its: CEO Agent RECEIPT OF XXXXXXX MONEY AND ONE (1) EXECUTED COUNTERPART OF THIS CONTRACT IS HEREBY ACKNOWLEDGED: TITLE COMPANY: SAFECO TEXAS REPUBLIC TITLE OF TEXAS, INC. By: /S/ XXXX X. XXXXXX -------------------------- Name: Xxxx X. XxXxxx Its: Escrow Officer List EXHIBIT “A” Xxx 0, Xxxxx X xx Xxxxxxxx Addition, an addition to the City of Exhibits attached Dallas, Collin County, Texas, according to Agreement and not filed herewith: Exhibit A - Description the plat thereof recorded in Volume J, Page 599, Map Records, Collin County, Texas. EXHIBIT “B” Schedule of Property Exhibit B - Improvements Conveyed Exhibit C - Personal Property ConveyedExcluded Assets

Real Estate Commission. Seller represents and warrants to Purchaser that Seller has entered into a separate agreement with Developing Equities Group, LLC (“Broker”) for the payment of a commission in the event that this Contract closes and that accordingly Seller will be responsible for the payment of such commission at the time of closing hereunder. Seller hereby represents and warrants to Purchaser that Seller has not contacted contracted or entered into any agreement with any other real estate broker, agent, finder, or any other party in connection with this transaction, and that Seller has not taken any action which would result in any other real estate broker's, finder's, or other fees or commissions being due and or payable to any other party with respect to the transaction contemplated hereby. Purchaser hereby represents and warrants to Seller that Purchaser has not contracted or entered into any agreement with any real estate broker, agent, finder, or any other party in connection with this transaction, and that Purchaser has not taken any action which would result in any real estate broker's’s, finder's’s, or other fees or commissions being due or payable to any other party with respect to the transaction contemplated hereby. Each party hereby indemnifies and agrees to hold the other party harmless from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) resulting to the other party by reason of a breach of the representation and warranty made by such party herein. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Article XXVI XXVII shall survive the closing. EXECUTED on this the 24th 1st day of DecemberMay, 20022006. SELLER: FO SKI RESORTSSUMMIT AT WINTER PARK LAND CO., LLC, a Massachusetts Colorado limited liability company By: /S/ XXXXX X. XXXXXXXX ------------------------------------------- Xxxxx X. XxxxxxxxDeveloping Equities Group, LLC, Operating Manager XXXXXX MOUNTAIN SKI RESORTS, INC., a Massachusetts business corporation By: /S/ XXXXX XXXXXXX X. XXXXXXXX ------------------------------------------- Xxxxx XXXXXXXXXX Name: Xxxxxxx X. Xxxxxxxx, Xxxxxxxxxx Its: Manager EXECUTED on this the 2ND _____ day of January_____, 2003 2006. PURCHASER: SILVERLEAF RESORTS, INC., a Texas corporation By: /S/ XXXXXX XXXXX X. XXXX ------------------------------------------- XXXXX, XX. Name: Xxxxxx Xxxxx X. Xxxx Xxxxx, Xx. Its: CEO Chief Financial Officer RECEIPT OF XXXXXXX MONEY AND ONE (1) EXECUTED COUNTERPART OF THIS CONTRACT IS HEREBY ACKNOWLEDGED: TITLE COMPANY: SAFECO TEXAS THE TITLE COMPANY OF THE ROCKIES, INC. By: /S/ XXXX XXXXX X. XXXXXX -------------------------- Name: Xxxx Kajas X. XxXxxx Xxxxxx Its: Escrow Officer Vice Presidetn List of Exhibits attached to Agreement and not filed herewith: Exhibit A - Description of Property Exhibit B - Improvements Conveyed Exhibit C - Personal Property ConveyedA: Plat

Real Estate Commission. In the event that this Contract closes, but not otherwise, Seller agrees to pay at closing a real estate commission to Dxxxx R. Chant Realtors (“Broker”), the amount of such commission being set forth in a separate agreement between Seller and Broker. Seller represents and warrants to Purchaser that Seller has not contacted or entered into any agreement with any other real estate broker, agent, finder, or any other party in connection with this transaction, and that Seller has not taken any action which would result in any other real estate broker's’s, finder's’s, or other fees or commissions being due and payable to any other party with respect to the transaction contemplated hereby. Purchaser hereby represents and warrants to Seller that Purchaser has not contracted or entered into any agreement with any other real estate broker, agent, finder, or any other party in connection with this transaction, and that Purchaser has not taken any action which would result in any other real estate broker's’s, finder's’s, or other fees or commissions being due or payable to any other party with respect to the transaction contemplated hereby. Each party hereby indemnifies and agrees to hold the other party harmless from any loss, liability, damage, cost, or expense (including reasonable attorneys' ’ fees) resulting to the other party by reason of a breach of the representation and warranty made by such party herein. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Article XXVI XXV shall survive the closing. EXECUTED on this the 24th 8th day of DecemberJune, 20022005. SELLER: FO SKI RESORTS, LLC, a Massachusetts limited liability company By: /S/ XXXXX X. XXXXXXXX ------------------------------------------- Xxxxx X. Xxxxxxxx, Manager XXXXXX MOUNTAIN SKI RESORTS, INC., a Massachusetts business corporation By: /S/ XXXXX X. XXXXXXXX ------------------------------------------- Xxxxx X. Xxxxxxxx, Manager EXECUTED on this the 2ND day of January, 2003 PURCHASER: SILVERLEAF RESORTS, INC., a Texas corporation By: /S/ XXXXXX HXXXX X. XXXX ------------------------------------------- XXXXX, XX. Name: Xxxxxx Hxxxx X. Xxxx Xxxxx, Xx. Its: CEO RECEIPT OF XXXXXXX MONEY AND ONE (1) CFO EXECUTED COUNTERPART OF THIS CONTRACT IS HEREBY ACKNOWLEDGED: TITLE COMPANY: SAFECO TEXAS By: /S/ XXXX X. XXXXXX -------------------------- Name: Xxxx X. XxXxxx Its: Escrow Officer List on this the 8th day of Exhibits attached to Agreement and not filed herewith: Exhibit A - Description of Property Exhibit B - Improvements Conveyed Exhibit C - Personal Property ConveyedJune, 2005.

Real Estate Commission. Provided that the sale hereunder does in fact close, Seller shall pay a brokerage commission (i) equal to 2% of the purchase price to The Weitzman Group (“Weitzman”), as Seller’s agents, pursuant to a separate written agreement between Seller and Weitzman, and (ii) equal to 2% of the purchase price to Staubach Retail Services, Ltd. (“Staubach”), as Purchaser’s agents. Seller represents and warrants to Purchaser that Seller has not contacted or entered into any agreement with any other real estate broker, agent, finder, or any other party in connection with this transaction, and that Seller has not taken any action which would result in any other real estate broker's’s, finder's’s, or other fees or commissions being due and payable to any other party with respect to the transaction contemplated hereby. Purchaser hereby represents and warrants to Seller that Purchaser has not contracted or entered into any other agreement with any real estate broker, agent, finder, or any other party in connection with this transactiontransaction other than Staubach, and that Purchaser has not taken any other action which would result in any other real estate broker's’s, finder's’s, or other fees or commissions being due or payable to any other party with respect to the transaction contemplated hereby. Each Seller hereby indemnifies and agrees to hold Purchaser harmless for any fees or commissions of Weitzman and Staubach. Additionally, each party hereby indemnifies and agrees to hold the other party harmless from any loss, liability, damage, cost, or expense (including reasonable attorneys' ’ fees) resulting to the other party by reason of a breach of the representation and warranty made by such party herein. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Article XXVI XX shall survive the closing. EXECUTED on this the 24th nineteenth day of DecemberJuly, 2002. SELLER: FO SKI RESORTSTOLLROAD TEXAS LAND CO., LLCL.P., a Massachusetts Texas limited liability company partnership By: /S/ Tollway Land Company LLC , a Washington LLC , its General Partner By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Its: Manager TOLLWAY 76, L.P., a Washington limited partnership By: RAM International GP, LLC , a Washington LLC , its General Partner By: /s/ Xxxxxxx X. Xxxxxxx Xx. Name: Xxxxxxx X. Xxxxxxx Xx. Its: Manager EXECUTED on this the nineteenth day of July, 2002. PURCHASER: THE XXXXX X. XXXXXXXX ------------------------------------------- Xxxxx X. Xxxxxxxx, Manager XXXXXX MOUNTAIN SKI RESORTS& WOLLENSKY RESTAURANT GROUP, INC., a Massachusetts business Delaware corporation By: /S/ XXXXX X. XXXXXXXX ------------------------------------------- /s/ Xxxxx X. Xxxxxxxx, Manager EXECUTED on this the 2ND day of January, 2003 PURCHASER: SILVERLEAF RESORTS, INC., a Texas corporation By: /S/ XXXXXX X. XXXX ------------------------------------------- Xxxx Name: Xxxxxx Xxxxx X. Xxxx Its: CEO President RECEIPT OF XXXXXXX MONEY AND ONE (1) EXECUTED COUNTERPART OF THIS CONTRACT IS HEREBY ACKNOWLEDGED: TITLE COMPANY: SAFECO TEXAS REPUBLIC TITLE OF TEXAS, INC. By: /S/ XXXX X. XXXXXX -------------------------- Name: Xxxx X. XxXxxx Its: Escrow Officer List EXHIBIT “A” Xxx 0, Xxxxx X xx Xxxxxxxx Addition, an addition to the City of Exhibits attached Dallas, Collin County, Texas, according to Agreement and not filed herewith: Exhibit A - Description of Property Exhibit B - Improvements Conveyed Exhibit C - Personal Property Conveyedthe plat thereof recorded in Volume J, Page 599, Map Records, Collin County, Texas. EXHIBIT “B”

Real Estate Commission. Seller represents and warrants to Purchaser that Seller has not contacted or entered into any agreement with any real estate broker, agent, finder, or any other party finder in connection with this transactiontransaction except for a possible claim by Xxxxxx Xxxxxxx Realty for which Seller shall be responsible, and that Seller has not taken any action which would result in any real estate broker's, finder's, or other fees or commissions being due and payable to any other party with respect to the transaction contemplated hereby. Purchaser hereby represents and warrants to Seller that Purchaser has not contracted or entered into any agreement with any real estate broker, agent, finder, or any other party in connection with this transaction, and that Purchaser has not taken any action which would result in any real estate broker's, finder's, or other fees or commissions being due or payable to any other party with respect to the transaction contemplated hereby. Each party hereby indemnifies and agrees to hold the other party harmless from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) resulting to the other party by reason of a breach of the representation and warranty made by such party herein. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Article XXVI XXVIII shall survive the closing. EXECUTED on this the 24th 12 day of DecemberFebruary, 20022004. SELLER: FO SKI RESORTS, LLC, a Massachusetts limited liability company By: /S/ XXXXX X. XXXXXXXX ------------------------------------------- Xxxxx X. Xxxxxxxx, Manager XXXXXX MOUNTAIN SKI RESORTSXXXX, INC., a Massachusetts business Florida corporation By: /S/ XXXXX /s/ XXXXXX X. XXXXXXXX ------------------------------------------- Xxxxx BOSS ------------------------------- Name: Xxxxxx X. Xxxxxxxx, Manager Boss ----------------------------- Title: President ---------------------------- EXECUTED on this the 2ND 11 day of JanuaryFebruary, 2003 2004. PURCHASER: SILVERLEAF RESORTS, INC., a Texas corporation . By: /S/ /s/ XXXXXX X. XXXX ------------------------------------------- ------------------------------- Name: Xxxxxx X. Xxxx Its----------------------------- Title: CEO ---------------------------- RECEIPT OF XXXXXXX MONEY AND ONE (1) EXECUTED COUNTERPART OF THIS CONTRACT IS HEREBY ACKNOWLEDGED: TITLE COMPANY: SAFECO TEXAS FIRST AMERICAN TITLE INSURANCE COMPANY By: /S/ XXXX X. XXXXXX -------------------------- :_______________________________ Name: Xxxx X. XxXxxx Its: Escrow Officer :_____________________________ Title:____________________________ List of Exhibits attached to Agreement and not filed herewith: Exhibit A - Description of Property Exhibit B - Improvements Conveyed Exhibit C - Personal Property ConveyedExhibits:

Real Estate Commission. In the event that this Contract closes, but not otherwise, Seller and Purchaser shall pay at closing a real estate commission to Century 21 Farixx Xxxlty ("Broker"), such commission to be in the amount of four percent (4%) of the purchase price payable hereunder and to be divided equally between Seller and Purchaser. Seller represents and warrants to Purchaser that Seller has not contacted or entered into any agreement with any other real estate broker, agent, finder, or any other party in connection with this transaction, and that Seller has not taken any action which would result in any other real estate broker's, finder's, or other fees or commissions being due and payable to any other party with respect to the transaction contemplated hereby. Purchaser hereby represents and warrants to Seller that Purchaser has not contracted or entered into any agreement with any other real estate broker, agent, finder, or any other party in connection with this transaction, and that Purchaser has not taken any action which would result in any other real estate broker's, finder's, or other fees or commissions being due or payable to any other party with respect to the transaction contemplated hereby. Each party hereby indemnifies and agrees to hold the other party harmless from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) resulting to the other party by reason of a breach of the representation and warranty made by such party herein. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Article XXVI XXVII shall survive the closing. EXECUTED on this the 24th _________ day of DecemberApril, 20021998. SELLER: FO SKI RESORTS, LLC, a Massachusetts limited liability company By: /S/ /s/ TERRX XXXXX X. XXXXXXXX ------------------------------------------- Xxxxx X. Xxxxxxxx, Manager XXXXXX MOUNTAIN SKI RESORTS, INC., a Massachusetts business corporation By: /S/ 0-30-98 ----------------------------------------- TERRX XXXXX X. XXXXXXXX ------------------------------------------- Xxxxx X. Xxxxxxxx, Manager EXECUTED on this the 2ND 27th day of JanuaryMarch, 2003 1998. PURCHASER: SILVERLEAF RESORTS/s/ GEORXX X. XXXXXX ----------------------------------------- GEORXX X. XXXXXX, INC., a Texas corporation By: /S/ XXXXXX X. XXXX ------------------------------------------- Name: Xxxxxx X. Xxxx Its: CEO XXUSTEE RECEIPT OF XXXXXXX MONEY EARNXXX XXXEY AND ONE (1) EXECUTED COUNTERPART OF THIS CONTRACT IS HEREBY ACKNOWLEDGED: TITLE COMPANY: SAFECO TEXAS By: /S/ XXXX X. XXXXXX -------------------------- Name: Xxxx X. XxXxxx Its: Escrow Officer List of Exhibits attached to Agreement and not filed herewith: Exhibit A - Description of Property Exhibit B - Improvements Conveyed Exhibit C - Personal Property ConveyedLAND TITLE OF DALLAS

Real Estate Commission. Seller represents and warrants to Purchaser that Seller has not contacted or entered into any agreement with any real estate broker, agent, finder, or any other party in connection with this transaction, Buyer each represent and that Seller has not taken any action which would result in any real estate broker's, finder's, or other fees or commissions being due and payable to any other party with respect warrant to the transaction contemplated hereby. Purchaser hereby represents and warrants to Seller other that Purchaser such representing party has not contracted or entered into any agreement with any real estate broker, agent, finder, finder or any other party in connection with this transaction, and that Purchaser neither party has not taken any action which would result in any real estate broker's’s, finder's, ’s or other fees or commissions being due or and payable to any other party with respect to the transaction contemplated hereby, except that: (i) Seller has contracted with Holiday Xxxxxxxx Xxxxxx, X.X. as its sales broker and will pay any sales commission due to said broker under a separate agreement, if, but only if, Closing occurs pursuant to this Agreement, and (ii) Buyer has contracted with Holiday Xxxxxxxx Xxxxxx, X.X. as its loan broker and will pay any loan brokerage commission due to said broker under a separate agreement. Each party hereby indemnifies and agrees to hold the other party harmless from any loss, liability, damage, cost, cost or expense (including reasonable attorneys' ’ fees) resulting to the other party by reason of a breach of the representation and warranty made by such party hereinin this Section 22. Notwithstanding anything Seller hereby indemnifies and agrees to the contrary contained hereindefend and hold harmless Buyer from any loss, the indemnities liability, damage, cost or expense (including reasonable attorneys’ fees) resulting to Buyer by reason of a breach of Seller’s obligation to pay any sales commission due to Holiday Xxxxxxxx Xxxxxx, X.X. as set forth in this Article XXVI Section 22. Buyer hereby indemnifies and agrees to defend and hold harmless Seller from any loss, liability, damage, cost or expense (including reasonable attorneys’ fees) resulting to Seller by reason of a breach of Buyer’s obligation to pay any loan brokerage commission due to Holiday Xxxxxxxx Xxxxxx, X.X. as set forth in this Section 22. The provisions of this Section 22 shall survive the closing. EXECUTED on this the 24th day of December, 2002. SELLER: FO SKI RESORTS, LLC, a Massachusetts limited liability company By: /S/ XXXXX X. XXXXXXXX ------------------------------------------- Xxxxx X. Xxxxxxxx, Manager XXXXXX MOUNTAIN SKI RESORTS, INCClosing., a Massachusetts business corporation By: /S/ XXXXX X. XXXXXXXX ------------------------------------------- Xxxxx X. Xxxxxxxx, Manager EXECUTED on this the 2ND day of January, 2003 PURCHASER: SILVERLEAF RESORTS, INC., a Texas corporation By: /S/ XXXXXX X. XXXX ------------------------------------------- Name: Xxxxxx X. Xxxx Its: CEO RECEIPT OF XXXXXXX MONEY AND ONE (1) EXECUTED COUNTERPART OF THIS CONTRACT IS HEREBY ACKNOWLEDGED: TITLE COMPANY: SAFECO TEXAS By: /S/ XXXX X. XXXXXX -------------------------- Name: Xxxx X. XxXxxx Its: Escrow Officer List of Exhibits attached to Agreement and not filed herewith: Exhibit A - Description of Property Exhibit B - Improvements Conveyed Exhibit C - Personal Property Conveyed

Real Estate Commission. In the event that this Contract closes, but not otherwise, Seller agrees to pay at closing a real estate commission in the amount of six percent (6%) of the purchase price payable hereunder, such commission to be paid to Cino International, Inc., a Florida corporation. Seller represents and warrants to Purchaser that Seller has not contacted or entered into any agreement with any other real estate broker, agent, finder, or any other party finder in connection with this transaction, and that Seller has not taken any action which would result in any other real estate broker's, finder's, or other fees or commissions being due and payable to any other party with respect to the transaction contemplated hereby. Purchaser hereby represents and warrants to Seller that Purchaser has not contracted or entered into any agreement with any other real estate broker, agent, finder, or any other party in connection with this transaction, and that Purchaser has not taken any action which would result in any other real estate broker's, finder's, or other fees or commissions being due or payable to any other party with respect to the transaction contemplated hereby. Each party hereby indemnifies and agrees to hold the other party harmless from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) resulting to the other party by reason of a breach of the representation and warranty made by such party herein. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Article XXVI XXVII shall survive the closing. EXECUTED on this the 24th 5th day of DecemberJuly, 20022005. SELLER: FO SKI RESORTS/S/ XXX XXXX, LLCTRUSTEE Xxx Xxxx, a Massachusetts limited liability company By: /S/ XXXXX X. XXXXXXXX ------------------------------------------- Xxxxx X. Xxxxxxxx, Manager XXXXXX MOUNTAIN SKI RESORTS, INC., a Massachusetts business corporation By: /S/ XXXXX X. XXXXXXXX ------------------------------------------- Xxxxx X. Xxxxxxxx, Manager Trustee EXECUTED on this the 2ND 23 day of JanuaryJune, 2003 2005. PURCHASER: SILVERLEAF RESORTS, INC., a Texas corporation . By: /S/ XXXXXX X. XXXX ------------------------------------------- Name: Xxxxxx X. Xxxx Its: CEO RECEIPT OF XXXXXXX MONEY AND ONE (1) EXECUTED COUNTERPART OF THIS CONTRACT IS HEREBY ACKNOWLEDGED: TITLE COMPANY: SAFECO TEXAS FIRST AMERICAN TITLE INSURANCE COMPANY By: /S/ XXXX XXXXXXXX X. XXXXXX -------------------------- XXXXXXXXX Name: Xxxx Xxxxxxxx X. XxXxxx Vorriveau Its: Escrow Officer List of VP Exhibits attached to Agreement and not filed herewith: Exhibit A - Description of A: Property Exhibit B - Improvements Conveyed Exhibit C - Personal Property ConveyedDescription

Real Estate Commission. In the event that this Contract closes, but not otherwise, Seller agrees to pay at closing a real estate commission to Jakkx Xxxxxxxxxx, xxch commission to be in the amount of six percent (6%) of the purchase price payable hereunder. Seller represents and warrants to Purchaser that Seller has not contacted or entered into any agreement with any other real estate broker, agent, finder, or any other party in connection with this transaction, and that Seller has not taken any action which would result in any other real estate broker's, finder's, or other fees or commissions being due and payable to any other party with respect to the transaction contemplated hereby. Purchaser hereby represents and warrants to Seller that Purchaser has not contracted or entered into any agreement with any real estate broker, agent, finder, or any other party in connection with this transaction, and that Purchaser has not taken any action which would result in any real estate broker's, finder's, or other fees or commissions being due or payable to any other party with respect to the transaction contemplated hereby. Each party hereby indemnifies and agrees to hold the other party harmless from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) resulting to the other party by reason of a breach of the representation and warranty made by such party herein. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Article XXVI XXVII shall survive the closing. EXECUTED on this the 24th 12th day of DecemberAugust, 20021998. SELLER: FO SKI RESORTS, LLC, a Massachusetts limited liability company GREAT ATLANTIC PROPERTIES CORPORATION By: /S/ XXXXX /s/ LOUIX X. XXXXXXXX ------------------------------------------- Xxxxx XXXXXXX ---------------------------------------- Name: Louix X. XxxxxxxxXxxxxxx, Manager XXXXXX MOUNTAIN SKI RESORTS, INC., a Massachusetts business corporation ByXx. -------------------------------------- Its: /S/ XXXXX X. XXXXXXXX ------------------------------------------- Xxxxx X. Xxxxxxxx, Manager President --------------------------------------- EXECUTED on this the 2ND 16th day of JanuaryJuly, 2003 1998. PURCHASER: SILVERLEAF RESORTS/s/ GEORXX X. XXXXXX ------------------------------------------- Georxx X. Xxxxxx, INC., a Texas corporation By: /S/ XXXXXX X. XXXX ------------------------------------------- Name: Xxxxxx X. Xxxx Its: CEO Xxustee RECEIPT OF XXXXXXX MONEY EARNXXX XXXEY AND ONE (1) EXECUTED COUNTERPART OF THIS CONTRACT IS HEREBY ACKNOWLEDGED: TITLE COMPANY: SAFECO TEXAS By: /S/ XXXX X. XXXXXX -------------------------- Name: Xxxx X. XxXxxx Its: Escrow Officer List of Exhibits attached to Agreement and not filed herewith: Exhibit A - Description of Property Exhibit B - Improvements Conveyed Exhibit C - Personal Property ConveyedLAND TITLE OF DALLAS

Real Estate Commission. Seller represents and warrants to Purchaser that Seller has not contacted or entered into any agreement with any real estate broker, agent, finder, or any other party in connection with this transaction, and that Seller has not taken any action which would result in any real estate broker's, finder's, or other fees or commissions being due and payable to any other party with respect to the transaction contemplated hereby. Purchaser hereby represents and warrants to Seller that Purchaser has not contracted or entered into any agreement with any real estate broker, agent, finder, or any other party in connection with this transaction, and that Purchaser has not taken any action which would result in any real estate broker's, finder's, or other fees or commissions being due or payable to any other party with respect to the transaction contemplated hereby. Each party hereby indemnifies and agrees to hold the other party harmless from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) resulting to the other party by reason of a breach of the representation and warranty made by such party herein. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Article XXVI XXII shall survive the closing. EXECUTED on this the 24th 19th day of DecemberJune, 20022003. SELLER: FO SKI RESORTS, LLC, a Massachusetts limited liability company By: /S/ XXXXX X. XXXXXXXX ------------------------------------------- Xxxxx X. Xxxxxxxx, Manager XXXXXX MOUNTAIN SKI RESORTS, INC., a Massachusetts business corporation By: /S/ XXXXX X. XXXXXXXX ------------------------------------------- Xxxxx X. Xxxxxxxx, Manager EXECUTED on this the 2ND day of January, 2003 PURCHASER: SILVERLEAF RESORTS, INC., a Texas corporation By: /S/ /s/ ROBERT E. MEAD ------------------------------------------ Robert E Mead, Chief Executive Officer EXECUTED on this the 00xx xxx xx June, 2003. PURCHASER: /s/ RICHARD W. DICKSON ------------------------------------------------ RICHARD W. DICKSON /s/ ROBERT G. XXXXXX X. XXXX ------------------------------------------- Name: Xxxxxx X. Xxxx Its: CEO RECEIPT OF XXXXXXX MONEY AND ONE (1) EXECUTED COUNTERPART OF THIS CONTRACT IS HEREBY ACKNOWLEDGED: TITLE COMPANY: SAFECO TEXAS By: /S/ XXXX X. XXXXXX -------------------------- Name: Xxxx X. XxXxxx Its: Escrow Officer ------------------------------------------------ ROBERT G. GARNER List of Exhibits attached to Agreement and not filed herewithExhibits: Exhibit A - Description of Timeshare Inventory Xxxxxxx X Xxxx Property Exhibit B - Improvements Conveyed C Management Agreements Exhibit C - D Personal Property ConveyedListing Exhibit E Releases and Debt Waivers

Real Estate Commission. In the event this Contract closes, but not otherwise, Seller agrees to pay a real estate commission in the amount of eight percent (8%) of the purchase price payable hereunder, such commission to be divided equally between Xxxxx Xxxxxxxxxxx of Xxxxx Xxxxx Realtors (“Purchaser Broker”) and Xxxxxx X. Xxxxx of Re-Max Associated Brokers, Inc. (“Seller Broker”) and to be paid in the manner set forth in the separate agreement by and between Seller, Purchaser Broker and Seller Broker. Seller represents and warrants to Purchaser that Seller has not contacted or entered into any agreement with any other real estate broker, agent, finder, or any other party finder in connection with this transactiontransaction (other than Seller Broker), and that Seller has not taken any action which would result in any other real estate broker's, finder's, or other fees or commissions being due and payable to any other party with respect to the transaction contemplated hereby. Purchaser hereby represents and warrants to Seller that Purchaser has not contracted or entered into any agreement with any other real estate broker, agent, finder, or any other party in connection with this transactiontransaction (other than Purchaser Broker), and that Purchaser has not taken any action which would result in any other real estate broker's, finder's, or other fees or commissions being due or payable to any other party with respect to the transaction contemplated hereby. Each party hereby indemnifies and agrees to hold the other party harmless from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) resulting to the other party by reason of a breach of the representation and warranty made by such party herein. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Article XXVI shall survive the closing. EXECUTED on this the 24th day of December, 2002. SELLER: FO SKI RESORTS, LLC, a Massachusetts limited liability company By: /S/ CONTRACT OF SALE - XXXXX X. XXXXXXXX ------------------------------------------- Xxxxx X. Xxxxxxxx, Manager XXXXXX MOUNTAIN SKI RESORTS, INC., a Massachusetts business corporation By: /S/ XXXXX X. XXXXXXXX ------------------------------------------- Xxxxx X. Xxxxxxxx, Manager EXECUTED on this the 2ND day of January, 2003 PURCHASER: XX AND SILVERLEAF RESORTS, INC., a Texas corporation By: /S/ XXXXXX X. XXXX ------------------------------------------- Name: Xxxxxx X. Xxxx Its: CEO RECEIPT OF XXXXXXX MONEY AND ONE (1) EXECUTED COUNTERPART OF THIS CONTRACT IS HEREBY ACKNOWLEDGED: TITLE COMPANY: SAFECO TEXAS By: /S/ XXXX X. XXXXXX -------------------------- Name: Xxxx X. XxXxxx Its: Escrow Officer List of Exhibits attached to Agreement and not filed herewith: Exhibit A - Description of Property Exhibit B - Improvements Conveyed Exhibit C - Personal Property Conveyed. -- Page 18 ARTICLE XXVII