Common use of Closing Documents Clause in Contracts

Closing Documents. Each Seller shall have delivered to the proper Purchaser the following with respect to its Property: (a) A good and sufficient deed with covenants against grantor's acts, in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying title to such Property, free from all liens and encumbrances other than the Permitted Liens with respect to such Property; (b) A ▇▇▇▇ of sale and assignment and assumption agreement, in form and substance reasonably satisfactory to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaser, with respect to the assignment and assumption of all of such Seller's right, title and interest in, to and under the Intangible Property, the Debt Documents with respect to such Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment); (c) To the extent the same are in any Seller's possession or control, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Property; (d) The Lease; (e) An estoppel certificate, substantially in the form attached hereto as EXHIBIT D, dated within thirty (30) days prior to the Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably require; (f) An affidavit dated as of the Closing Date, in respect of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereof; and (g) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such other conveyance documents, certificates, deeds and other instruments as such Purchaser or the Title Company may reasonably require.

Closing Documents. Each At the Closing, Seller shall have delivered execute and deliver to Title Company: (i) a grant deed in customary, recordable form conveying fee simple title to the proper Purchaser Property to Buyer, using the following with respect Survey legal description, subject only to its Property: (a) A good the Permitted Exceptions and sufficient deed with covenants against grantor's acts, in proper statutory form for recording, duly executed otherwise free and acknowledged by such Seller, conveying title to such Property, free from clear of all liens and encumbrances except such as have been approved in writing by Buyer (the “Deed”); (ii) any and all applicable transfer tax declarations or other than transfer or sale disclosure statements required by applicable law; (iii) a title affidavit in a form satisfactory to the Permitted Liens with respect Buyer, Seller and the Title Company, suitable to permit the Title Company to delete the standard, pre-printed exceptions (identified in the Preliminary Report) from the Title Policy; (iv) a certification of non-foreign status pursuant to Section 1445(b)(2) of the Internal Revenue Code, as amended (the “Code”) and a California 593 Form (“593”); (v) an IRS Form 1099-S Disclosure Statement (if required under the Code); (vi) an assignment (the “Assignment”), in a form satisfactory to the Buyer, of any and all leases, contracts and/or service agreements, if any, pertaining to the Property that Seller and Buyer agree prior to the Satisfaction Date will be assumed by Buyer at the Closing; (vii) an assignment of any warranties pertaining to any Improvements located on the Property, to the extent such Property; warranties are assignable; (bviii) A a ▇▇▇▇ of sale and assignment and assumption agreementfor the Personal Property being transferred, which shall be substantially in the form and substance reasonably satisfactory to such Seller and Purchaserattached as Exhibit C; (ix) a closing statement; (x) the “Post-Closing Lease”, duly executed and acknowledged by such Seller and Purchaser, with respect to the assignment and assumption of all of such Seller's right, title and interest in, to and under the Intangible Property, the Debt Documents with respect to such Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment); (c) To the extent the same are in any Seller's possession or control, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Property; (d) The Lease; (e) An estoppel certificate, substantially in the form attached hereto as EXHIBIT D, dated within thirty Exhibit F; and (30xi) days prior to the Closing Date, executed by the lender and such other parties to the Debt Documents instruments, certificates or affidavits as such Purchaser may reasonably require; (f) An affidavit dated be provided herein or as of the Closing Date, in respect of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereof; and (g) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such other conveyance documents, certificates, deeds and other instruments as such Purchaser Buyer or the Title Company may reasonably require.request to effect the intention of the Parties

Closing Documents. Each The Seller shall have delivered to the proper Purchaser the following with respect to its the applicable Property: (a) A good and sufficient grant deed with covenants against grantor's acts, (for each Property located in proper statutory form California) or a special warranty deed (for recordingthe Property located in Virginia), duly executed and acknowledged by such the Seller, conveying to Purchaser good and marketable title to such the Property, free from all liens liens, encumbrances, security interests, options and encumbrances other than adverse claims of any kind or character, subject to the Permitted Liens with respect to such PropertyEncumbrances and except as otherwise specifically permitted hereunder; (b) A Warranty ▇▇▇▇ of sale Sale, an Assignment of Contracts, an Assignment of Intangible Property and assignment and assumption agreementan Assignment of Construction-Related Contracts, in form and substance reasonably satisfactory to such Seller and Purchaser, each duly executed by Seller (or MI, as applicable), transferring and acknowledged by such Seller and Purchaser, with respect assigning to the assignment and assumption of Purchaser all of such Seller's rightrights, title and interest inof Seller (and MI, as applicable) in the Assets, together with, to and under the Intangible Property, the Debt Documents with respect to such Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment); (c) To the extent the same are in any the Seller's possession or controlMI's (or their agent's) possession, originaloriginal (or copies certified by Seller as true and correct), fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Propertyagreements constituting any of the same; (c) The Lease for the Property duly executed by Tenant; (d) The LeaseLimited Rent Guaranty duly executed by MI; (e) The Membership Interest Pledge duly executed by Seller (or, at any Closing occurring after the first Closing, a written certification and acknowledgment by Seller that the Membership Interest Pledge continues in force and effect in accordance with its terms); (f) A copy of the fully executed Franchise Agreement with respect to the applicable Property ; (g) The Owner Agreement duly executed by MI; (h) A copy of the final certificate of occupancy for the applicable Property; (i) An estoppel certificate, substantially architect's certificate in respect of the Improvements to the applicable Property in the form attached hereto as EXHIBIT DSchedule L, dated within thirty or as otherwise provided in Section 4.2(c) below; (30j) days prior An engineer's certificate in respect of the Improvements to the Closing Dateapplicable Property in the form attached hereto as Schedule M, executed by or as otherwise provided in Section 4.2(c) below; (k) Certified copies of applicable resolutions and certificates of incumbency with respect to the lender Seller, Tenant, MI, and such other parties to persons as the Debt Documents as such Purchaser may reasonably require; (f) An affidavit dated as of the Closing Date, in respect of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereof; and (g) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such other conveyance documents, certificates, deeds and other instruments as such Purchaser or the Title Company may reasonably require.

Closing Documents. Each Seller The Purchaser shall have delivered or caused to be delivered to the proper Purchaser Seller the following with respect to its Propertydocuments and instruments described below: (a) A good The cash payment as provided in Article I Section 4 (1.4, above), and sufficient deed with covenants against grantor's actspayment and satisfaction in full of the Blue Ridge II Limited Partnership loan as provided in Section 1.3 (a) above, and satisfaction of the Whitehall loan as provided in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying title to such Property, free from all liens and encumbrances other than the Permitted Liens with respect to such Property;Section 1.3(b) above. (b) A ▇▇▇▇ certified copy of sale the resolutions adopted by the Boards of Directors of the Purchaser and assignment its parent corporation, TAT Technologies, Ltd. authorizing this Agreement and assumption agreementthe other Acquisition Documents and the transactions contemplated hereby and thereby. (c) The opinion of counsel for the Purchaser, in form and substance reasonably satisfactory to such the Seller and Purchaserits counsel and containing such assumptions and limitations as are customary or reasonable for opinion letters normally provided in similar transactions, covering at least the following: (i) The Purchaser is a corporation validly existing and in good standing under the laws of the State of Oklahoma; (ii) The execution, delivery, and performance of the Agreement, the other Acquisition Documents to which it is a party and the other instruments or documents required to be executed by the Purchaser in connection herewith and therewith, have been authorized by all necessary corporate and other actions of the Purchaser and have been duly executed and acknowledged delivered by the Purchaser and constitute the legal, valid, and binding obligations of such Seller and Purchaser, parties enforceable in accordance with respect their terms to the assignment extent the Seller should be able to realize the practical benefits thereof, except as such enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium, or similar laws affecting the enforcement of creditors' rights and assumption except as the availability of all of such Seller's right, title and interest in, suitable remedies may be subject to and under the Intangible Property, the Debt Documents with respect to such Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment)judicial discretion; (ciii) To The consummation of the extent transactions contemplated by this Agreement, the same are other Acquisition Documents to which the Purchaser is a party, and all other instruments or documents required to be executed by the Purchaser in any Seller's possession connection herewith and therewith will not violate or controlresult in a breach of or constitute a default under the Articles of Incorporation, original, fully executed copies By-Laws or other organizational agreements of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Property;the Purchaser; and (d) The Lease; (e) An estoppel certificateSuch other documents, substantially in the form attached hereto instruments, or certificates as EXHIBIT D, dated within thirty (30) days prior to the Closing Date, executed shall be reasonably requested by the lender and such other parties to the Debt Documents as such Purchaser may reasonably require; (f) An affidavit dated as of the Closing Date, in respect of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereof; and (g) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such other conveyance documents, certificates, deeds and other instruments as such Purchaser Seller or the Title Company may reasonably requireits counsel.

Closing Documents. Each (a) At Closing, Seller shall have delivered deliver to Escrow Agent the proper Purchaser the following with respect to its Propertyfollowing: (ai) A good and sufficient deed with covenants against grantor's acts, in proper statutory form for recording, duly executed Assignment and acknowledged by such Seller, conveying title to such Property, free from all liens and encumbrances other than Assumption of Membership Interest for the Permitted Liens with respect to such Property; (b) A ▇▇▇▇ of sale and assignment and assumption agreement, in form and substance reasonably satisfactory to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaser, with respect to the assignment and assumption of all of such Seller's right, title and interest in, to and under the Intangible Property, the Debt Documents with respect to such Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment); (c) To the extent the same are in any Seller's possession or control, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Property; (d) The Lease; (e) An estoppel certificate, substantially Company in the form attached hereto as EXHIBIT D, dated within thirty (30) days prior Exhibit “E” to the Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably requirethis Agreement; (fii) An affidavit dated A certification in a form reasonably acceptable to Buyer, that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Membership Interest to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Closing DateTransaction as may be reasonably requested by Buyer, in respect or its respective counsel; (v) Certificate of Section 1445 Good Standing for the Company and Certificate of Authority from the State of Florida; (vi) Copies of the Internal Revenue Code Certificate of 1986Formation and Operating Agreement together with all modifications and amendments thereto for the Company, certified as amended, sufficient true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for the Company to provide one exemption under subdivision which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreement has not been modified or amended except as requested herein; (bviii) thereofThe original Title Insurance issued by First American Insurance Company for the Property; and (gix) A parties Notice to Tenant notifying Tenant of this Transaction; (b) At closing, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such documents as Seller or Seller’s respective counsel, may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for the Company; and (iv) Such documents described in possession affidavitthis Agreement to be executed by Buyer, mechanic's lien affidavit, a gap indemnity and deliver such other conveyance documentsdocuments and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, certificates, deeds and other instruments as such Purchaser or the Title Company may reasonably requireSeller’s respective counsel.

Closing Documents. Each (a) At the Closing, Seller shall have delivered deliver, or cause to be duly executed, acknowledged (if required) and delivered, to the proper Purchaser Title Company the following with respect to its Propertythe Property being sold by Seller pursuant hereto: (ai) A good special or limited warranty deed containing a legal description of the Property as set forth in Purchaser’s title commitment (“Title Commitment”) subject only to the Permitted Exceptions. If there is any discrepancy between the legal description in the Title Commitment and sufficient deed with covenants against grantor's actson the Exhibits attached hereto, Seller agrees to convey the Property using the legal description from the Title Commitment provided that, in proper statutory form such case, Seller is held harmless by the Title Company for recording, duly executed and acknowledged by such Seller, conveying title to such Property, free from all liens and encumbrances other than any claim or liability arising out of the Permitted Liens with respect to such Propertyuse of a revised legal description; (bii) A ▇▇▇▇ standard form vendor’s affidavit signed by Seller containing such statements of sale and assignment and assumption agreementfact by Seller or to Seller’s actual knowledge, in form and substance reasonably satisfactory relating to such acts taken by Seller and Purchaser, duly executed and acknowledged by such or any affiliate of Seller and Purchaser, with respect to the assignment and assumption of all of such Seller's right, title and interest in, to and under the Intangible Property, as may be reasonably required by the Debt Documents with respect Title Company for Purchaser to such Property, obtain the Title Policy for the Property containing no exceptions except the Permitted Exceptions and any of such otherwise sufficient for the Title Company to provide “gap” coverage. (iii) The Lease Termination Agreement in the form annexed hereto as Exhibit “C” executed by Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment); (civ) To the extent the same are in any Seller's possession or control, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such PropertyA sales disclosure form; (dv) The Lease; (e) An estoppel certificate, substantially in A non-foreign affidavit within the form attached hereto as EXHIBIT D, dated within thirty (30) days prior to the Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably require; (f) An affidavit dated as of the Closing Date, in respect meaning of Section 1445 of the Internal Revenue Code and Regulations promulgated therewith; (vi) Evidence, which is reasonably satisfactory to the Title Company, (a) authorizing the sale of 1986, as amended, sufficient to provide one exemption under subdivision the Property by Seller; and (b) thereofauthorizing the execution, delivery and performance of all documents contemplated hereby by Seller; (vii) A certificate stating that all representations, warranties and covenants of Seller set forth herein remain true and correct in all material respects at and as of the Closing; and (gviii) All other agreements, documents or instruments required under the terms of this Agreement to be executed and/or delivered by Seller or reasonably necessary to effectuate the transaction contemplated hereunder, provided such documents are consistent with Seller’s express obligations under this Agreement. Prior to the Closing Date, risk of loss shall be borne between Landlord and Tenant as more fully set forth in the Existing Lease for the Property. This provision shall supersede any contrary provision of applicable law. (b) At the Closing, the Purchaser shall deliver, or cause to be duly executed, acknowledged (if required) and delivered, to the Title Company, the following: (i) Cash or other immediately available funds for (x) the Purchase Price payable at Closing (subject to application of the Deposit in accordance with the terms of this Agreement) for the Property in accordance with Section 2 hereof, and (y) for the payment of all other sums due from Purchaser in accordance with this Agreement; (ii) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity sales disclosure document as required by Indiana law; (iii) The Lease Termination Agreement executed by Purchaser; (iv) Evidence which is reasonably acceptable to Seller and such other conveyance documents, certificates, deeds and other instruments as such Purchaser or the Title Company authorizing the purchase of the Property by Purchaser; and (v) Such other certificates, instruments, papers or documents as Seller may reasonably requirerequest.

Closing Documents. Each Seller shall have delivered to the proper Purchaser execute, acknowledge (if necessary) and deliver originals of the following with respect to its Propertydocuments: 8.2.1.1 Special Warranty Deed substantially in the form of Exhibit D hereto (a) A good and sufficient deed with covenants against grantor's acts, in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying title to such Property, free from all liens and encumbrances other than the Permitted Liens with respect to such Property“Deed”); (b) A 8.2.1.2 ▇▇▇▇ of sale and assignment and assumption agreement, in form and substance reasonably satisfactory to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaser, with respect to the assignment and assumption of all of such Seller's right, title and interest in, to and under the Intangible Property, the Debt Documents with respect to such Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment); (c) To the extent the same are in any Seller's possession or control, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Property; (d) The Lease; (e) An estoppel certificateSale, substantially in the form attached of Exhibit E hereto; 8.2.1.3 Assignment and Assumption Agreement with respect to the Leases and Licenses, substantially in the form of Exhibit F-1 hereto; 8.2.1.4 Assignment and Assumption Agreement with respect to the Contracts, Permits and Intangibles, substantially in the form of Exhibit F-2 hereto as EXHIBIT D(the “Assignment and Assumption Agreement”); 8.2.1.5 Certificate of Non-Foreign Status, dated within thirty (30) days prior substantially in the form of Exhibit G hereto; 8.2.1.6 Letters to each tenant under the Leases and each licensee under the Licenses, substantially in the form of Exhibit H hereto, notifying tenants and licensees of the conveyance of the Property to Purchaser and advising them that, following the Closing Date, all future payments of rent are to be made to Purchaser or at Purchaser’s direction; 8.2.1.7 Settlement statement prepared by Escrow Agent showing all of the payments, adjustments and prorations provided for in Section 8.5 of this Agreement or otherwise agreed upon by Seller and Purchaser (the “Settlement Statement”); 8.2.1.8 Such transfer tax forms as may be required as a condition to the recordation of the Deed or as may be required in connection with the transfer of the Property, including without limitation a real estate tax affidavit; 8.2.1.9 Subject to Section 7.1.4 of this Agreement, a certificate signed by Seller stating that each of Seller’s representations and warranties contained in Section 5.1 of this Agreement is true and correct in all material respects, provided, however, that if any of the representations and warranties have changed since the Effective Date, then Seller shall revise the representations and warranties to conform to the changed circumstances and shall set forth such changed representations and warranties in such certificate; 8.2.1.10 An Owner’s Affidavit substantially in the form of Exhibit I attached hereto (the “Owner’s Affidavit”). Seller shall also deliver to the Title Company and Purchaser such evidence as may be reasonably required by the Title Company with respect to the authority of the person(s) executing the Deed and the other documents required to be executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably requireSeller on behalf of Seller; (f) An affidavit dated 8.2.1.11 Evidence of the termination of the Property Management Agreement and Exclusive Leasing Agreement effective as of the Closing Date, Date and copies of notices of termination of such other Contracts as are to be terminated in respect of accordance with Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereof6.1.3; and 8.2.1.12 Such transfer documentation as may be necessary to transfer all tenant security deposits held by Seller under the Leases or Licenses in the form of a letter of credit (g“Letters of Credit”) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such or any other conveyance documents, certificates, deeds and other instruments as such Purchaser or the Title Company may reasonably requirenon-cash form.

Closing Documents. Each Seller shall have delivered to the proper Purchaser the following with respect to its Property----------------- Purchaser: (a) A good and sufficient special warranty deed with covenants against grantor's acts, in form as shall be customary in the jurisdiction in which the Property is located in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying fee simple title to such the Property, free from all liens and encumbrances other than the Permitted Liens with respect to such PropertyEncumbrances; (b) An original fully executed counterpart of each document evidencing or securing the Assumed Debt, to the extent the same is in Seller's possession, custody or control; provided that if Seller is unable to produce an original fully executed counterpart of any such document, Seller may provide a copy of such document certified by Seller to be a true and correct copy thereof, in lieu thereof; (c) A ▇▇▇▇ of sale and assignment and assumption agreement, substantially in the form and substance reasonably satisfactory to such Seller and Purchaserattached hereto as Exhibit R, duly executed and acknowledged by such Seller and PurchaserSeller, --------- with respect to the assignment and assumption of all of such Seller's right, title and interest in, to and under the Intangible PropertyFF&E, the Debt Documents and the Intangible Property with respect to such the Property; (d) An assignment and assumption agreement, substantially in the form attached hereto as Exhibit S, duly executed and any of such acknowledged by Seller's Furnishings, Fixtures and Equipment --------- with respect to such Property (it being understood all of Seller's right, title and agreed that no portion of interest in, to and under the Purchase Price is allocated Space Leases with respect to Furnishings, Fixtures and Equipment)the Property; (ce) Duly executed transfer tax forms, as required by applicable law; (f) To the extent the same are in any Seller's possession or control, originalpossession, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits Contracts pertaining to such the Property; (dg) The LeaseA duly executed original counterpart of the Operating Lease for the Hotel and all other documents and sums required to be delivered by Seller pursuant thereto (including without limitation any Subordination, Nondisturbance and Attornment Agreement, if any, between Seller, as tenant, and any Mortgagee); (eh) An estoppel certificateIf necessary, an assignment and assumption agreement, substantially in the form attached hereto as EXHIBIT DExhibit W, dated within thirty (30) days prior duly executed and --------- acknowledged by Seller and Operating Lessee, with respect to all of Seller's right, title and interest in, to and under the Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably requireContracts; (fi) Duly executed Estoppel Certificates from the franchisor under the Franchise Agreement and the holders of the Assumed Debt; provided that any such Estoppel Certificate shall be provided to Purchaser prior to Closing promptly following receipt by Seller of the same; (j) Certificates of title for any motor vehicles constituting a portion of the FF&E; (k) Franchisor Comfort Letters; (l) Subject to the provisions of Section 11.1, copies of the ------------ Liquor License for the Hotel; (m) All original Documents, to the extent in Seller's possession and control, including without limitation all keys, access cards and access combinations for the Hotel; (n) Certified copies of all charter documents, applicable corporate resolutions and certificates of incumbency with respect to Seller; (o) An affidavit dated as of the Closing Date, Seller in respect of accordance with Section 1445 of the Internal Revenue Code and such documentation as shall be required to comply with the reporting requirements of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereofSection 1099-S of the Code; and (gp) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such Such other conveyance documents, certificates, deeds deeds, affidavits, and other instruments as such Purchaser or the Title Company may reasonably requirerequire to omit standard exceptions to title and to effectuate the transactions contemplated hereunder, including without limitation GAP undertakings, or as customarily given by sellers in connection with real or personal property with respect to the state in which the Property is located.

Closing Documents. Each Seller The obligations of the Underwriters hereunder to purchase the Offered Shares at the Closing Time and any Over-Allotment Option Closing Time, as applicable, shall have delivered be conditional upon all representations and warranties and other statements of the Corporation herein being, at and as of the Closing Time and any Over-Allotment Option Closing Time, as applicable, true and correct in all material respects, the Corporation having performed in all material respects, at the Closing Time and any Over-Allotment Option Closing Time, as applicable, all of its obligations hereunder theretofore to be performed and the proper Purchaser Underwriters receiving at the following with respect to its PropertyClosing Time and any Over-Allotment Option Closing Time, as applicable: (a) A good favourable legal opinions of the Corporation's counsel addressed to the Underwriters and sufficient deed with covenants against grantor's acts, in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying title to such Property, free from all liens and encumbrances other than the Permitted Liens with respect to such Property; (b) A ▇▇▇▇ of sale and assignment and assumption agreementUnderwriters' Counsel, in form and substance reasonably satisfactory to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaserthe Underwriters, with respect to such matters as the assignment Underwriters may reasonably request relating to the Corporation, the offering of the Offered Shares and assumption the transactions contemplated hereby, including, without limitation, that: (i) the Corporation has the capacity and power to own and lease its properties and assets and to conduct its business as described in the Prospectuses; (ii) the Corporation has been duly incorporated, amalgamated or continued and is validly subsisting and has all requisite corporate capacity, power and authority to carry on its business as now conducted by it and to own its properties and assets and is qualified to carry on business under the laws of all each of the jurisdictions in which it carries on a material portion of its business; (iii) the Corporation has full corporate power and authority to enter into this Agreement and to perform its obligations set out herein and this Agreement has been duly authorized, executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except that the validity, binding effect and enforceability of the terms of agreements and documents are subject to the qualification that such validity, binding effect and enforceability may be limited by: (i) applicable bankruptcy, insolvency, moratorium, reorganization or other laws affecting creditors' rights generally; (ii) equitable remedies, including the remedies of specific performance and injunctive relief, being available only in the discretion of the applicable court; (iii) the statutory and inherent powers of a court to grant relief from forfeiture, to stay execution of proceedings before it and to stay executions on judgments; (iv) the applicable laws regarding limitations of actions; (v) enforceability of provisions which purport to sever any provision which is prohibited or unenforceable under applicable law without affecting the enforceability or validity of the remainder of such Seller's rightdocument would be determined only in the discretion of the court; (vi) enforceability of the provisions exculpating a party from liability or duty otherwise owned by it may be limited under applicable law; and (vii) the rights to indemnity, title contribution and interest in, to and waiver under the Intangible Propertydocuments which may be limited or unavailable under applicable law; (iv) the execution and delivery of this Agreement and the fulfillment of the terms hereof by the Corporation, and the performance of and compliance with the terms of this Agreement by the Corporation does not and will not result in a breach of, or constitute a default under, and does not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under: (a) any applicable laws of the Province of Alberta or the federal laws of Canada applicable therein; (b) any term or provision of the articles, by- laws or other constating documents, as applicable, of the Corporation; (c) of which counsel is aware, any resolutions of the shareholders or directors of the Corporation; (d) of which counsel is aware, any indenture, mortgage, note, contract, agreement (written or oral), instrument, lease or other document to which the Corporation is a party or by which it is bound; or (e) of which counsel is aware, any judgment, decree or order, of any court, governmental agency or body or regulatory authority having jurisdiction over or binding the Corporation or its properties or assets; (v) the Offered Shares have been validly issued as fully paid and non-assessable Common Shares of the Corporation; (vi) the Corporation is a "reporting issuer" not in default of any requirement of the Securities Act (Alberta) and the regulations thereunder and has a similar status under the Canadian Securities Laws of each of the Qualifying Provinces where Offered Shares were distributed and is eligible to participate in National Instrument 44-101 in each Qualifying Province; (vii) the attributes of the Offered Shares conform in all material respects with the description thereof contained in the Prospectuses; (viii) the Offered Shares are eligible investments as set out under the heading "Eligibility for Investment" in the Prospectuses; (ix) all necessary documents have been filed, all necessary proceedings have been taken and all legal requirements have been fulfilled as required under the Canadian Securities Laws of each of the Qualifying Provinces in order to qualify the Offered Shares for distribution and sale to the public in each of such Qualifying Provinces by or through investment dealers and brokers duly registered under the applicable laws of such provinces who have complied with the relevant provisions of such Canadian Securities Laws; (x) the Corporation has the necessary corporate power and authority to execute and deliver the Prospectuses and all necessary corporate action has been taken by the Corporation to authorize the execution and delivery by it of the Prospectuses and the filing thereof, as the case may be, in each of the Qualifying Provinces in accordance with Canadian Securities Laws; (xi) subject only to the Standard Listing Conditions, the Debt Documents with respect Offered Shares have been conditionally accepted for listing on the Exchange and upon notice to such Propertythe Exchange shall be posted for trading as at the opening of business on the Closing Date, or any Over-Allotment Option Closing Date, if applicable; (xii) Alliance Trust Company has been duly appointed by the Corporation as the transfer agent and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property registrar for the Common Shares (it being understood and agreed that no portion of including the Purchase Price is allocated to Furnishings, Fixtures and EquipmentOffered Shares); (cxiii) To the extent form and terms of the same are in any Seller's possession or control, original, fully executed copies definitive certificates representing the Common Shares have been duly approved and adopted by the board of directors of the Corporation and comply with all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Propertylegal requirements (including the requirements of the Exchange) relating thereto; (dxiv) The Leasethe authorized and issued capital of the Corporation; and as to all other legal matters, including compliance with Canadian Securities Laws in any way connected with the issuance, sale and delivery of the Offered Shares as the Underwriters may reasonably request. It is understood that the respective counsel may rely on the opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than where they are qualified to practice law, and on certificates of officers of the Corporation, the transfer agent and the Corporation's Auditors as to relevant matters of fact. It is further understood that the Underwriters' counsel may rely on the opinion of the Corporation's counsel as to matters which specifically relate to the Corporation or the Offered Shares, including the issuance of the Offered Shares; (eb) An estoppel certificate, substantially in the form attached hereto as EXHIBIT D, dated within thirty (30) days prior Underwriters shall have received legal opinions addressed to the Closing Date, executed by Underwriters and the lender Underwriters Counsel in form and such other parties substance satisfactory to the Debt Documents as such Purchaser may reasonably require; (f) An affidavit Underwriters, acting reasonably, dated as of the Closing Date, in respect of Section 1445 from counsel to each of the Internal Revenue Code of 1986Material Subsidiaries, which counsel in turn may rely, as amendedto matters of fact, sufficient on certificates of auditors, public officials and officers of the Material Subsidiaries, as appropriate, with respect to provide one exemption the following matters: (i) each of the Material Subsidiaries is a corporation existing under subdivision (b) thereofthe laws of the jurisdiction in which it was incorporated, amalgamated or continued, as the case may be, and has all requisite corporate power to carry on its business as now conducted and to own, lease and operate its property and assets; and (g) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such other conveyance documents, certificates, deeds and other instruments as such Purchaser or the Title Company may reasonably require.

Closing Documents. Each (a) At the Closing, Seller shall have delivered deliver, or cause to be duly executed, acknowledged (if required) and delivered, to the proper Purchaser Title Company the following with respect to its the Property: (ai) A good and sufficient special or limited warranty deed with covenants against grantor's acts, containing a legal description of the Property as set forth in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying title Purchaser’s Commitment subject only to such Property, free from all liens and encumbrances other than the Permitted Liens with respect to such PropertyExceptions; (bii) A ▇▇▇▇ standard form vendor’s affidavit signed by Seller containing such statements of sale and assignment and assumption agreementfact by Seller or to Seller’s actual knowledge, in form and substance reasonably satisfactory relating to such Seller and Purchaser, duly executed and acknowledged acts taken by such Seller and Purchaser, or any affiliate of such Seller with respect to the assignment and assumption of all of such Seller's right, title and interest in, to and under the Intangible Property, as may be reasonably required by the Debt Documents with respect Title Company for Purchaser to such Property, obtain the Title Policy for the Property containing no exceptions except the Permitted Exceptions and any of such otherwise sufficient for the Title Company to provide “gap” coverage. (iii) The Lease Termination Agreement executed by Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment); (civ) To the extent the same are in any Seller's possession or control, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such PropertyA sales disclosure form; (dv) The Lease; (e) An estoppel certificate, substantially in A non-foreign affidavit within the form attached hereto as EXHIBIT D, dated within thirty (30) days prior to the Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably require; (f) An affidavit dated as of the Closing Date, in respect meaning of Section 1445 of the Internal Revenue Code and Regulations promulgated therewith; (vi) Evidence, which is reasonably satisfactory to the Title Company, (a) authorizing the sale of 1986, as amended, sufficient to provide one exemption under subdivision the Property by Seller; and (b) thereofauthorizing the execution, delivery and performance of all documents contemplated hereby by Seller that is a record owner of the Property; (vii) A certificate stating that all representations, warranties and covenants of Seller set forth herein remain true and correct in all material respects at and as of the Closing; and (gviii) All other agreements, documents or instruments required under the terms of this Agreement to be executed and/or delivered by Seller or reasonably necessary to effectuate the transaction contemplated hereunder, provided such documents are consistent with Seller’s express obligations under this Agreement. Prior to the Closing Date, risk of loss shall be borne between Seller and Purchaser as more fully set forth in the Lease. This provision shall supersede any contrary provision of applicable law. (b) At the Closing, the Purchaser shall deliver, or cause to be duly executed, acknowledged (if required) and delivered, to the Title Company, the following: (i) Cash or other immediately available funds for (x) the Purchase Price payable at Closing (subject to application of the Deposit in accordance with the terms of this Agreement) for the Property in accordance with Section 1 hereof, and (y) for the payment of all other sums due from Purchaser in accordance with this Agreement; (ii) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity sales disclosure document as required by Indiana law; (iii) The Lease Termination Agreement; (iv) Evidence which is reasonably acceptable to Seller and such other conveyance documents, certificates, deeds and other instruments as such Purchaser or the Title Company authorizing the purchase of the Property by Purchaser; and (v) Such other certificates, instruments, papers or documents as Seller may reasonably requirerequest.

Closing Documents. Each Seller shall have delivered execute, acknowledge (if necessary) and deliver (or caused to the proper Purchaser be executed and/or delivered) originals of the following with respect to its Propertydocuments: 8.2.1.1 Statutory Warranty Deed substantially in the form of Exhibit D hereto (a) A good and sufficient deed with covenants against grantor's acts, in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying title to such Property, free from all liens and encumbrances other than the Permitted Liens with respect to such Property“Deed”); (b) A 8.2.1.2 ▇▇▇▇ of sale Sale, substantially in the form of Exhibit E hereto; 8.2.1.3 Assignment and assignment and assumption agreement, in form and substance reasonably satisfactory to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaser, Assumption Agreement with respect to the assignment Leases and assumption Licenses, substantially in the form of all of such Seller's right, title Exhibit F-1 hereto; 8.2.1.4 Assignment and interest in, to and under the Intangible Property, the Debt Documents Assumption Agreement with respect to the Contracts, substantially in the form of Exhibit F-2 hereto (“Assignment and Assumption Agreement”); 8.2.1.5 Certificate of Non-Foreign Status, substantially in the form of Exhibit G hereto; 8.2.1.6 Tenant Estoppels from each tenant under the Leases and each licensee under the Licenses as required by Section 6.4 above, and in the event the tenant refuses to provide one, then the Seller shall provide a Landlord Estoppel for such tenant; 8.2.1.7 Letters to each tenant under the Leases and each licensee under the Licenses, substantially in the form of Exhibit H hereto, notifying tenants and licensees of the conveyance of the Property to Purchaser and advising them that, after the Closing Date, all future payments of rent are to be made to Purchaser or at Purchaser’s direction; 8.2.1.8 Settlement statement prepared by Escrow Agent showing all of the payments, adjustments and prorations provided for in Section 8.5 of this Agreement or otherwise agreed upon by Seller and Purchaser (the “Settlement Statement”); 8.2.1.9 Such transfer tax forms as may be required as a condition to the recordation of the Deed or as may be required in connection with the transfer of the Property, and any of such Seller's Furnishings, Fixtures and Equipment including a Real Estate Excise Tax Affidavit with respect to such Property (it being understood the real estate excise taxes applicable to the purchase and agreed that no portion of sale transaction and a Sales/Use Tax Return with respect to the Purchase Price is allocated to Furnishings, Fixtures and Equipment); (c) To sales/use tax due on the extent the same are in any Seller's possession or control, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such tangible Personal Property; (d) The Lease8.2.1.10 Subject to Section 7.1.3 of this Agreement, a certificate signed by Seller stating that each of Seller’s representations and warranties contained in Section 5.1 of this Agreement is true and correct in all material respects, provided, however, that if any of the representations and warranties have changed since the Effective Date, then Seller shall revise the representations and warranties to conform to the changed circumstances and shall set forth such changed representations and warranties in such certificate; 8.2.1.11 An Owner’s Affidavit in a commercially reasonable form (e“Owner’s Affidavit”) An estoppel certificateincluding required indemnification related to construction. Seller shall also deliver to the Title Company and Purchaser such evidence as may be reasonably required by the Title Company for the authority of the person(s) executing the Deed and the other documents required to be executed by Seller on behalf of Seller; 8.2.1.12 Delivery of any notices, substantially third party consents or other documents that may be required to transfer any Contracts to be assigned in accordance with Section 6.1.3. 8.2.1.13 Copies of notices of termination of such Contracts as are to be terminated in accordance with Section 6.1.3; 8.2.1.14 Such transfer documentation as may be necessary to transfer all tenant security deposits held by Seller under the Leases or Licenses in the form of a letter of credit (“Letters of Credit”) or any other non-cash form; 8.2.1.15 A Limited Guaranty executed by City Investors LLC in the form of Exhibit L hereto; 8.2.1.16 A Post-Closing Obligations Guaranty executed by City Investors LLC in the form attached hereto as EXHIBIT D, dated within thirty (30) days prior to the Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably require; (f) An affidavit dated as of the Closing Date, in respect of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereofExhibit M; and (g) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such 8.2.1.17 Such other conveyance documents, certificates, deeds and other instruments documents as such Purchaser may be reasonably required for the transaction or the as requested by Title Company may reasonably requireCompany.

Closing Documents. Each (a) At the Closing, as a condition of Buyer's obligation to close hereunder, Seller shall have deliver or cause to be delivered to the proper Purchaser the following with respect to its Propertyfollowing: (ai) A good and sufficient deed with covenants against grantor's actsThe Deed, in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying title covering the Real Property (and separate quitclaim deeds to such Propertythe Real Property utilizing new ALTA survey descriptions, free from all liens and encumbrances other than if requested); (ii) The Bills of Sale executed by Seller covering the Permitted Liens with respect to such Personal Property; (biii) A The Assignments, executed by Seller; (iv) As many signed originals (or true and correct copies of same) of the Contracts, Leases, Licenses, and other items covered by the Assignments as are in the possession or control of Seller; (v) All machinery and/or equipment operating manuals, technical data and other documentation relating to the building systems and equipment, and all machinery, equipment and other building warranties and guarantees, if any, but only to the extent that any of the same are in the possession or control of Seller; (vi) All master and duplicate keys, combinations and codes to all locks and security devices for the Improvements which are in the possession or control of Seller; (vii) Written notice from Seller or Seller's managing agent to each Tenant in form reasonably satisfactory to Buyer stating that the Real Property have been sold to Buyer and that tenant security deposits (if any) in Seller's possession have been transferred to Buyer and directing the Tenants to make future rental payments to Buyer at the address designated by Buyer; (viii) Non-foreign person certification in the form attached hereto as Exhibit "J"; (ix) All building records and Tenant lease files with respect to the Real Property which are in the possession of Seller; (x) Each ▇▇▇▇ of sale current real estate taxes, sewer charges and assignment assessments, water charges and assumption agreement, in form other utilities and substance reasonably satisfactory to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaser, with respect to the assignment and assumption of all of such Seller's right, title and interest in, to and under the Intangible Property, the Debt Documents with respect to such Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment); (c) To the extent the same are in any Seller's possession or control, originalbills for each of the same for the three (3) years, fully executed copies together with proof of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining payment thereof (to such Propertythe extent same have been paid); (dxi) The LeaseAll plans, specifications, as-built drawings, surveys, site plans, and final, written reports of architects, engineers and surveyors, and any other Personal Property forming part of the Property or any portion thereof, but only to the extent that the same exist and are in the possession of Seller or any property manager controlled by Seller; (exii) An estoppel certificate, substantially affidavit or affidavits of title in favor of the Title Insurer on the form attached hereto as EXHIBIT Dused by such Title Insurer, dated within thirty (30) days prior in form reasonably acceptable to Seller to enable the Closing DateTitle Insurer to issue the Commitments described in Paragraph 5(b)(i). Buyer shall require affirmative endorsements against mechanic's liens, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably requireconsistent with Seller's obligations under Paragraph 5(b)(iii), above; (fxiii) An affidavit dated as A letter, from the New Jersey Department of Environmental Protection or its successor ("NJDEP") stating that the provisions of the Closing DateIndustrial Site Recovery Act, in respect of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereof; and (g) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such other conveyance documents, certificates, deeds and other instruments as such Purchaser or the Title Company may reasonably require.N.J.

Closing Documents. Each (a) At the Closing, Seller shall have delivered deliver, or cause to be duly executed, acknowledged (if required) and delivered, to the proper Purchaser Title Company the following with respect to its Propertythe Parcels being sold by Seller pursuant hereto: (ai) A good special or limited warranty deed containing a legal description of the Parcel being sold as set forth in Purchaser’s title commitment (“Title Commitment”) subject only to the Permitted Exceptions. If there is any discrepancy between the legal description in the Title Commitment and sufficient deed with covenants against grantor's actson the Schedules attached hereto, Seller agrees to convey such Parcel using the legal description from the Title Commitment provided that, in proper statutory form such case, Seller is held harmless by the Title Company for recording, duly executed and acknowledged by such Seller, conveying title to such Property, free from all liens and encumbrances other than any claim or liability arising out of the Permitted Liens with respect to such Propertyuse of a revised legal description; (bii) A ▇▇▇▇ standard form vendor’s affidavit signed by Seller containing such statements of sale and assignment and assumption agreementfact by Seller or to Seller’s actual knowledge, in form and substance reasonably satisfactory relating to such acts taken by Seller and Purchaser, duly executed and acknowledged by such or any affiliate of Seller and Purchaser, with respect to the assignment and assumption of all of such Seller's right, title and interest in, to and under the Intangible Property, as may be reasonably required by the Debt Documents with respect Title Company for Purchaser to such Property, obtain the Title Policy for the Parcels containing no exceptions except the Permitted Exceptions and any of such otherwise sufficient for the Title Company to provide “gap” coverage. (iii) The Lease Termination Agreement in the form annexed hereto as Exhibit “C” executed by Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment); (civ) To With respect to the extent the same are Parcel in any Seller's possession or controlIndiana, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Propertya sales disclosure form; (dv) The LeaseWith respect to each Parcel in Kentucky, a consideration certificate; (evi) An estoppel certificate, substantially in A non-foreign affidavit within the form attached hereto as EXHIBIT D, dated within thirty (30) days prior to the Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably require; (f) An affidavit dated as of the Closing Date, in respect meaning of Section 1445 of the Internal Revenue Code and Regulations promulgated therewith; (vii) Evidence, which is reasonably satisfactory to the Title Company, (a) authorizing the sale of 1986, as amended, sufficient to provide one exemption under subdivision the Property by Seller; and (b) thereofauthorizing the execution, delivery and performance of all documents contemplated hereby by Seller that is a record owner of the respective Parcel; (viii) A certificate stating that all representations, warranties and covenants of Seller set forth herein remain true and correct in all material respects at and as of the Closing; and (gix) A parties All other agreements, documents or instruments required under the terms of this Agreement to be executed and/or delivered by Seller or reasonably necessary to effectuate the transaction contemplated hereunder, provided such documents are consistent with Seller’s express obligations under this Agreement. Prior to the Closing Date, risk of loss shall be borne between Landlord and Tenant as more fully set forth in possession affidavitthe Existing Lease for each Parcel. This provision shall supersede any contrary provision of applicable law. (b) At the Closing, mechanic's lien affidavitthe Purchaser shall deliver, or cause to be duly executed, acknowledged (if required) and delivered, to the Title Company, the following: (i) Cash or other immediately available funds for (x) the Purchase Price payable at Closing (subject to application of the Deposit in accordance with the terms of this Agreement) for the Parcels in accordance with Section 2 hereof, and (y) for the payment of all other sums due from Purchaser in accordance with this Agreement; (ii) With respect to each Parcel in Indiana, a gap indemnity sales disclosure document as required by Indiana law; (iii) With respect to each Parcel in Kentucky, a consideration certificate; (iv) The Lease Termination Agreement executed by Purchaser; (v) Evidence which is reasonably acceptable to Seller and such other conveyance documents, certificates, deeds and other instruments as such Purchaser or the Title Company authorizing the purchase of the Property by Purchaser; and (vi) Such other certificates, instruments, papers or documents as Seller may reasonably requirerequest.

Closing Documents. Each Seller The applicable Candlewood Parties shall have delivered to the proper Purchaser the following with respect to its the applicable Property: (a) A good and sufficient warranty deed with covenants against grantor's acts, or its local equivalent, in proper statutory form for recording, duly executed and acknowledged by such Sellerthe Sellers, conveying good and marketable title to such Propertythe applicable Fee Properties, free from all liens and encumbrances other than the Permitted Liens with respect to such PropertyEncumbrances; (b) A ▇▇bill ▇▇ of sale and assignment and assumption agreement, in form and substance reasonably satisfactory to such Seller the Sellers and the Purchaser, duly executed and acknowledged by such Seller and Purchaserthe Sellers, with respect to the assignment and assumption of all of such Seller's the Sellers' right, title and interest in, to and under the Intangible PropertyFF&E, the Debt Documents Contracts, the Documents, the Intangible Property and the Tenant Leases with respect to such Property, the Properties and any of such Sellerthe Sellers' rights under all builder's Furnishings, Fixtures and Equipment warranties with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment)applicable Property; (c) To A copy of the extent final duly issued certificate of occupancy for each of the same are in any Seller's possession or control, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Propertyapplicable Properties; (d) The LeaseA Sellers' closing certificate in the form attached hereto as Schedule D; (e) An estoppel certificate, substantially architect's certificate in the form attached hereto as EXHIBIT D, dated within thirty (30) days prior to the Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably requireSchedule E; (f) An affidavit dated engineer's certificate in the form attached hereto as of the Closing Date, in respect of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereof; andSchedule F; (g) A parties duly executed copy of the Lease, or applicable amendment thereto, all of the Incidental Documents (as such term is defined in possession affidavitthe Lease) and all other documents and sums required to be delivered by the Candlewood Parties and/or the Tenant pursuant to the Agreement to Lease; (h) Certified copies of all charter documents, mechanic's lien affidavit, a gap indemnity applicable corporate resolutions and such certificates of incumbency with respect to the applicable Candlewood Parties and the Tenant; and (i) Such other conveyance documents, certificates, deeds deeds, affidavits and other instruments as such the Purchaser or the Title Company may reasonably requirerequire to effectuate the transactions contemplated by this Agreement.

Closing Documents. Each Seller At the Closing, the following documents (all of which shall have be duly executed and acknowledged where required) shall be delivered to the proper Purchaser the following with respect to its PropertyPurchaser: (a) A Warranty Deed executed by Seller conveying good and sufficient deed with covenants against grantor's acts, in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying marketable fee simple title to such Propertythe Property to Purchaser, free from all liens and encumbrances other than subject only to the Permitted Liens with respect to such PropertyExceptions; (b) A ▇▇▇▇ An assignment by the Seller of sale the right, title and assignment interest of the Seller in and assumption agreementto all licenses and appurtenances, if any, affecting the Property; (c) An Owner's Affidavit executed by Seller in form and substance reasonably satisfactory content as shall be acceptable to such Seller and Purchaser, duly Purchaser's counsel and the title insurance company referenced in Section 3 above; (d) A certificate evidencing the reaffirmation of the truth and accuracy of the representations of warranties as set forth in Section 4 hereof; (f) an assignment of the Service Contracts, if any, executed by Seller, and acknowledged by such Seller and Purchaser, with respect the delivery to Purchaser of originals of the Service Contracts; (g) an assignment and assumption of all of such Seller's right, title and interest inin and to any utility deposits, executed by Seller, if any are assigned, subject to and under crediting the Intangible Property, the Debt Documents with respect to such Property, and Seller for any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment)monies assigned; (ch) To an assignment of the existing insurance policies referenced in subsection 4(g) above (if such is requested by Purchaser and to the extent assignable and consented to by the same are in any insurer) executed by Seller's possession or control, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Property; (di) The Leaseappropriate closing statements executed by Seller and Purchaser to evidence the consummation of the transactions contemplated hereby in accordance herewith; (ej) An estoppel certificate, substantially in delivery to Purchaser of the form attached hereto as EXHIBIT D, dated within thirty (30) days prior to certificate of occupancy for the Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably requireImprovements; (fk) An affidavit dated as delivery to Purchaser of all the books and records of account maintained by Seller with regard to the operation of and expenses of the Closing Date, in respect of Section 1445 of Improvements and the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereofProperty; and (gl) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such other conveyance documents, certificates, deeds and other instruments documents as such counsel for Purchaser or Seller shall reasonably deem necessary or desirable to effectuate the Title Company may reasonably requireagreement and understanding of the parties and the fulfillment of the transaction contemplated hereby.

Closing Documents. Each Seller shall have delivered to On the proper Purchaser Closing Date, the following with respect to its Propertyactions shall be taken: (a) A good and sufficient deed with covenants against grantor's acts, in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying title Seller shall deliver to such Property, free from all liens and encumbrances other than Buyer the Permitted Liens with respect to such Property;following: (bi) A the ▇▇▇▇ of sale Sale in substantially the form of Exhibit 9.2A attached hereto (the “▇▇▇▇ of Sale”) and assignment all other bills of sale, assignments and assumption agreement, other documents of transfer and instruments (which documents and instruments shall be satisfactory in form and substance reasonably satisfactory to such legal counsel of Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaser, with respect Buyer) necessary to the assignment and assumption of convey to Buyer all of such Seller's its right, title and interest in, in and to the Assets hereunder; (ii) the Assignment and under Assumption Agreement in substantially the Intangible Property, form of Exhibit 9.2B attached hereto (the Debt Documents with respect to such Property, “Assignment and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and EquipmentAssumption Agreement”); (ciii) To a general warranty deed transferring title to the extent Real Property from Seller to Buyer in form and content reasonably acceptable to Buyer; (iv) the same Loans purchased by Buyer duly and properly endorsed to Buyer by Seller, together with all notes, guarantees, agreements and other evidence thereof and all collateral and security interests securing the Loans in the possession of Seller and all necessary assignments, endorsements and other instruments of conveyance as may be reasonably necessary under the circumstances; provided that all such assignments, endorsements and other instruments of conveyance shall be without recourse as to collection to Seller; (v) a certificate, signed by a duly authorized officer of Seller, certifying that (A) the representations and warranties of Seller in this Agreement are true in any Seller's possession all material respects as of the Closing Date and (B) the covenants of Seller to be performed on or control, original, fully executed before the Closing Date have been performed in all material respects; (vi) copies of resolutions of Seller’s Board of Directors or other appropriate governing committee, certified by Seller’s secretary or assistant secretary, authorizing the execution of this Agreement and the transactions contemplated hereby, and a certificate of Seller’s secretary or assistant secretary as to the incumbency of each officer of Seller executing this Agreement and all material instruments, certificates and documents required to be executed and agreements, plans delivered by Seller at the Closing; and (vii) updated Schedules to this Agreement. (b) Buyer shall execute and specifications deliver to Seller the following: (i) the Assignment and contracts, licenses and permits pertaining Assumption Agreement; (ii) such other instruments as may be necessary for Buyer to such validly acquire the Real Property; (diii) The Lease; (e) An estoppel a certificate, substantially signed by a duly authorized officer of Buyer, certifying that (A) the representations and warranties of Buyer under this Agreement are true in the form attached hereto as EXHIBIT D, dated within thirty (30) days prior to the Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably require; (f) An affidavit dated all material respects as of the Closing Date, Date and (3) the covenants of Buyer to be performed on or before the Closing Date have been performed in respect of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereofall material respects; and (giv) A parties in possession affidavitcopies of resolutions of Buyer’s Board of Directors or other appropriate governing committee, mechanic's lien affidavitcertified by Buyer’s secretary or assistant secretary, authorizing the execution of this Agreement and the transactions contemplated hereby, and a gap indemnity certificate of Buyer’s secretary or assistant secretary as to the incumbency of each officer of Buyer executing this Agreement and such other conveyance documentsall instruments, certificates, deeds certificates and other instruments as such Purchaser or documents required to be executed and delivered by Buyer at the Title Company may reasonably requireClosing; and (v) a copy of Form 8594 completed pursuant to Section 3.4 hereof.

Closing Documents. Each The Seller which owns such Property shall have delivered to the proper Purchaser the following with respect to its Propertythereto: (ai) A good and sufficient deed with covenants against grantor's actsOne or more warranty deeds, in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying fee simple title to such Propertythe applicable Land and Improvements to the Purchaser, free from all liens and encumbrances other than the Permitted Liens with respect to such PropertyExceptions, and otherwise in the form attached hereto as Exhibit A; (bii) A ▇▇▇▇ of sale and One or more assignment and assumption agreement, in form and substance reasonably satisfactory to such Seller and Purchaseragreements, duly executed and acknowledged by such Seller and PurchaserSeller, with respect assigning the applicable Intangible Property to the assignment Purchaser and assumption otherwise in the form attached hereto as Exhibit B; (iii) One or more bills of sale, duly executed by such Seller, transferring the applicable FF&E, Files and Records and Inventory to the Purchaser and otherwise in the form attached hereto as Exhibit C; (iv) One or more settlement statements, duly executed by the applicable Sellers, which sets forth all of the adjustments and prorations as described in this Agreement, and otherwise in a form acceptable to all parties; (v) A so called “FIRPTA” or “Non-Foreign” affidavit, duly executed and acknowledged by such Seller's right, title and interest in, to and under in the Intangible Property, form contemplated by Section 1445 of the Debt Documents with respect to such PropertyCode, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property otherwise in the form attached hereto as Exhibit D; (it being understood and agreed that no portion vi) Original copies of the Purchase Price is allocated applicable Files and Records, Licenses and Permits, Resident Agreements and Service Contracts to Furnishings, Fixtures and Equipmentbe conveyed by such Seller hereunder (delivery of which may be accomplished by leaving the same at the applicable Facility); (cvii) To the extent the same are in any such Seller's ’s possession or control, original, fully executed copies of all other material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Property, to the extent not duplicative of such Seller’s other deliveries hereunder (delivery of which may be accomplished by leaving the same at the applicable Facility); (dviii) The Lease; (e) An estoppel certificate, substantially in the form attached hereto as EXHIBIT D, dated within thirty (30) days prior Evidence reasonably satisfactory to the Closing Date, executed by Purchaser and the lender Title Company regarding the good standing of such Seller and the legal authority of such Seller to execute this Agreement and the other parties documents which such Seller is required to the Debt Documents as such Purchaser may reasonably require; (f) An affidavit dated as of the Closing Date, in respect of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient deliver hereunder and to provide one exemption otherwise perform its obligations under subdivision (b) thereofthis Agreement; and (gix) A parties in possession affidavit, a mechanic's ’s lien affidavit, a gap indemnity and such other conveyance documents, certificates, deeds and other instruments as such the Purchaser or the Title Company may reasonably requirerequire and as are customary in like transactions in the county in which such Property is located.

Closing Documents. Each A. At the Closing, and upon payment by Buyer of the Balance of the Purchase Price (plus any other sums which Buyer has agreed herein to pay to Sellers at the Closing, but less any credits to which Buyer may be entitled to hereunder), each Seller shall have delivered deliver to the proper Purchaser Buyer the following with respect to its Propertythe portion of the Property owned by such Seller: (ai) A good bargain and sufficient sale deed with covenants against grantor's acts(without covenants) from each Seller (collectively, the "Deeds"), in proper statutory form for recording, which shall be duly executed and acknowledged so as to convey to Buyer title to that portion of the Property owned by each Seller, subject to the Permitted Exceptions. Specifically, subject to and in accordance with the terms hereof, REP I shall convey title, to that portion of the Property described on Exhibit "A-1" annexed hereto, REP II shall convey title to that portion of the Property described on Exhibit "A-2" annexed hereto and REP III shall convey title to that portion of the Property described on Exhibit "A-3" annexed hereto; (ii) An assignment and assumption of the Leases, in the form attached hereto as Exhibit "C"; (iii) An assignment and assumption of Contracts in the form attached hereto as Exhibit "D". Sellers, at Buyer's written request, shall terminate by notice given at the Closing any Contracts (other than all applicable brokerage or commission agreements with respect to tenants or Leases at the Property, none of which shall be terminable by Buyer) which Buyer elects not to assume, it being understood that Buyer shall be responsible for and indemnify Sellers against any amounts due under such terminated Contracts for the period subsequent to the Closing through the effective date of termination, it being further understood that Buyer shall notify Sellers as to which Contracts it elects not to assume by the Closing Date; (iv) Notices executed by Sellers addressed to all tenants in the Buildings, advising them of the within sale, the assignment of their respective Lease security deposit (including interest) (if held by such Seller) and the assumption by Buyer of the obligations as landlord thereunder, conveying title directing them to send Rent to Buyer or Buyer's managing agent, and containing such other information as may be required in order to relieve such Sellers from any liability to such tenants with respect to the security deposits delivered to Buyer, which notices Buyer shall mail, at Buyer's sole cost and expense, to each tenant by certified mail, return receipt requested; (v) As a condition to Closing, Sellers shall deliver executed estoppel certificates, substantially in the form of the estoppel certificate attached hereto as Exhibit "E" or in the form required by the applicable lease with no material omissions therefrom or material changes thereto or new provisions or statements added thereto, any of which are materially adverse to the rights or interests of the landlord under the lease of the tenant giving such certificate, from the Major Tenants (including MCI and MCI International and their affiliates that have a Lease to occupy space at the Property ) and from tenants occupying not less than fifty percent (50%) of the balance of the leased space at the Property; provided, free however, that Sellers shall request estoppel certificates from all liens tenants in the Building. In the event an estoppel certificate delivered by a tenant does not conform to the form of the estoppel certificate attached hereto and encumbrances if such non-conforming matter can be remedied by the performance of work or the payment of money, Sellers shall have the right but not the obligation to cure the non-conforming matter set forth in such estoppel certificate, by either performing or causing to be performed the work, paying the money, or by granting Buyer a credit against the Purchase Price in an amount reasonably necessary to perform such work, as reasonably determined by the parties. Additionally, if Sellers shall be unable to deliver an estoppel certificate for any tenant of the Building by the Closing Date other than the Permitted Liens Major Tenants, for which Sellers shall be required to deliver an estoppel certificate, then Sellers shall have the right but not the obligation to deliver to Buyer, in substitution for such estoppel certificate, a certificate from Sellers (a "Sellers' Certificate"), certifying as to the matters set forth in the form of the estoppel certificate attached hereto as Exhibit "E" which shall survive the Closing until November 15, 1998; provided, however, that if Sellers shall deliver a partially completed estoppel certificate from a particular tenant, then such Sellers' Certificate shall cover only those matters set forth in the estoppel certificate which were not confirmed by the respective tenant. If Sellers deliver an estoppel certificate for a required tenant subsequent to the Closing Date, then such Sellers' Certificate shall be deemed canceled to the extent of the matters confirmed in such estoppel certificate, provided, however, that if the required estoppel certificate shall have been fully completed, then the Sellers' Certificate with respect thereto shall be canceled in full; (vi) Original or certified copies of all Leases, amendments and other documents relating thereto, rent records and related documents in the possession or under the control of Sellers (which documents may be delivered at the Property). Such records shall include a schedule of all cash security deposits, including any interest thereon, held by Sellers on the Closing Date under the Leases together with appropriate instruments of transfer or assignment with respect to such Propertyany lease securities which are other than cash and a schedule updating the Lease Schedule and setting forth all arrears in rents and all prepayments of rents; (vii) Such affidavits and indemnities as the Title Company may reasonably require in order to omit from its title insurance policy all exceptions for (a) judgments, bankruptcies or other returns against persons or entities whose names are the same as or similar to Sellers' names; (b) A ▇▇▇▇ parties in possession (other than tenants pursuant to the Leases and other occupants under the Contracts); and (c) mechanics' liens; (viii) Sellers shall make all tenant files and records including without limitation all tenant correspondence and billing for escalations and files and records for the Buildings available to Buyer for copying, which obligation shall survive the Closing; (ix) Original (or photocopies, if originals are unavailable to Sellers) of sale all site plans, surveys, soil and assignment substrata studies, architectural drawings, plans and assumption agreementspecifications, engineering plans and studies, floor plans, landscape plans and other plans or studies of any kind in the possession or under the control of Sellers that relate (a) to the Land, the Buildings, including without limitation as-built plans for tenant improvements, or (b) otherwise to the Property. Sellers shall also deliver (i) original (or photocopies, if originals are unavailable to Sellers) of all then effective assignable guaranties and warranties made by any person for the benefit of Sellers and in the possession or under the control of Sellers, with respect to the Property or any of its components, together with an instrument in form and substance reasonably satisfactory to such Seller Buyer assigning the same to Buyer, and Purchaser(ii) all certificates, duly executed licenses, permits, authorizations and acknowledged by such Seller and Purchaser, approvals issued for or with respect to the assignment Property by governmental and assumption of quasi-governmental authorities having jurisdiction, except that photocopies may by substituted if the originals are posted at the Property. (x) All keys in Sellers' possession to all of such Seller's right, title and interest in, to and under the Intangible Property, the Debt Documents with respect to such Propertyentrance doors to, and any of such Seller's Furnishingsequipment and utility rooms located in, Fixtures and Equipment with respect to such the Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipmentappropriately tagged for identification);; and (c) To the extent the same are in any Seller's possession or control, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Property; (d) The Lease; (exi) An estoppel certificateexecuted Affidavit of Non-Foreign Status, substantially in the form attached hereto as EXHIBIT D, dated within thirty (30) days prior certifying that each Seller is not a "foreign person" pursuant to the Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably require; (f) An affidavit dated as of the Closing Date, in respect of Section 1445 of the Internal Revenue Code Code; B. At the Closing, Buyer shall deliver to Sellers a duly executed and acknowledged agreement in form and substance reasonably satisfactory to Sellers whereby Buyer shall (i) assume all of 1986Sellers' obligations under the Leases (arising from and after the Closing), as amendedand (ii) agree to indemnify Sellers against, sufficient and hold Sellers harmless from, any liability, damages, claims, losses, costs and expenses (including attorneys' fees) arising from or relating to provide one exemption under subdivision (bx) thereof; and (g) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such other conveyance documents, certificates, deeds and other instruments as such Purchaser the Leases or the Title Company may reasonably require.obligations or responsibilities of the landlord thereunder with respect only to the period subsequent to the Closing and the security deposits delivered under such Leases (but only to the extent same have been delivered to Buyer) and (y)

Closing Documents. Each Seller shall have delivered to the proper Purchaser the following with respect to its Property----------------- Purchaser: (a) A good An assignment and sufficient deed assumption for the Hotel Lease, substantially in the form attached hereto as Exhibit Q, with covenants against grantor's actssuch modifications --------- thereto as shall be customary in the jurisdiction in which the Property is located, in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying assigning Seller's right, title to such Propertyand interest in the Hotel Lease, free from all liens and encumbrances other than the Permitted Liens with respect to such PropertyEncumbrances; (b) An original fully executed counterpart of the Hotel Lease, to the extent the same is in Seller's possession, custody or control; provided that if Seller is unable to produce an original fully executed counterpart of the Hotel Lease, Seller may provide a copy of the Hotel Lease certified by Seller to be a true and correct copy of the Hotel Lease, in lieu thereof; (c) A ▇▇▇▇ of sale and assignment and assumption agreement, substantially in the form and substance reasonably satisfactory to such Seller and Purchaserattached hereto as Exhibit R, duly executed and acknowledged by such Seller and PurchaserSeller, --------- with respect to the assignment and assumption of all of such Seller's right, title and interest in, to and under the Intangible PropertyFF&E, the Debt Documents and the Intangible Property with respect to such the Property; (d) An assignment and assumption agreement, substantially in the form attached hereto as Exhibit S, duly executed and any of such acknowledged by Seller's Furnishings, Fixtures and Equipment --------- with respect to such Property (it being understood all of Seller's right, title and agreed that no portion of interest in, to and under the Purchase Price is allocated Space Leases with respect to Furnishings, Fixtures and Equipment)the Property; (ce) Duly executed transfer tax forms, as required by applicable law; (f) To the extent the same are in any Seller's possession or control, originalpossession, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits Contracts pertaining to such the Property; (dg) The LeaseA duly executed original counterpart of the Operating Lease for the Hotel and all other documents and sums required to be delivered by Seller pursuant thereto (including without limitation any Subordination, Nondisturbance and Attornment Agreement, if any, between Seller, as tenant, and any Mortgagee); (eh) An estoppel certificateIf necessary, an assignment and assumption agreement, substantially in the form attached hereto as EXHIBIT DExhibit W, dated within thirty (30) days prior duly executed and --------- acknowledged by Seller and Operating Lessee, with respect to all of Seller's right, title and interest in, to and under the Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably requireContracts; (fi) Duly executed Estoppel Certificates from the lessor under the Hotel Lease and the franchisor under the Franchise Agreement; provided that any such Estoppel Certificate shall be provided to Purchaser prior to Closing promptly following receipt by Seller of the same; (j) Certificates of title for any motor vehicles constituting a portion of the FF&E; (k) Franchisor Comfort Letters; (l) Subject to the provisions of Section 3.5 of this ----------- Agreement, modifications of the Hotel Lease requested by Purchaser pursuant to Section 3.5; ----------- (m) Subject to the provisions of Section 11.1, copies of the ------------ Liquor License for the Hotel. (n) All original Documents, to the extent in Seller's possession and control, including without limitation all keys, access cards and access combinations for the Hotel; (o) Certified copies of all charter documents, applicable corporate resolutions and certificates of incumbency with respect to Seller; (p) An affidavit dated as of the Closing Date, Seller in respect of accordance with Section 1445 of the Internal Revenue Code and such documentation as shall be required to comply with the reporting requirements of 1986Section 1099-S of the Code; (q) If a lease or a mortgage lien superior to the Hotel Lease exists, a non-disturbance agreement, amendment to the Hotel Lease or assurance from the Title Company, in a form reasonably acceptable to Purchaser, to the effect that neither a termination of such superior leasehold estate nor the foreclosure of such superior mortgage lien shall result in a termination of the leasehold estate to be transferred to Purchaser pursuant to this Agreement, provided that Seller, as amendedtenant under the Hotel Lease, sufficient to provide one exemption is not then in default under subdivision (b) thereofthe Hotel Lease; and (gr) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such Such other conveyance documents, certificates, deeds deeds, affidavits, and other instruments as such Purchaser or the Title Company may reasonably requirerequire to omit standard exceptions to title and to effectuate the transactions contemplated hereunder, including without limitation GAP undertakings, or as customarily given by sellers in connection with real or personal property with respect to each state in which a Property is located and a (i) current letter of non-applicability, (ii) a negative declaration or (iii) a no further action letter.

Closing Documents. Each Seller The Seller, the Special Shareholder, and the Shareholder shall have delivered, or caused to be delivered to the proper Purchaser Purchaser, the following with respect to its Propertydocuments and instruments described below: (a) A statement by the Seller, the Special Shareholder, and the Shareholder that: (i) The Seller is a corporation, limited liability company, or limited liability partnership validly existing and in good standing under the laws of its state of incorporation; (ii) The execution, delivery, and sufficient deed with covenants against grantor's actsperformance of this Agreement, the other Acquisition Documents to which the Seller, the Special Shareholder, and/or the Shareholder are a party, and the other instruments or documents required to be executed by the Seller, the Special Shareholder, and/or the Shareholder in proper statutory form for recordingconnection herewith and therewith have been authorized by all necessary corporate and other actions of the Seller, the Special Shareholder (if applicable), and the Shareholder (if applicable) and have been duly executed and acknowledged delivered by such the Seller, conveying title the Special Shareholder (if applicable), and the Shareholder (if applicable) and constitute legal, valid, and binding obligations of the Seller, the Special Shareholder (if applicable), and the Shareholder (if applicable) enforceable in accordance with their terms, to the extent the Purchaser should be able to realize the practical benefits thereof, except as such Propertyenforceability may be limited by bankruptcy, free from reorganization, insolvency, moratorium, or similar laws affecting the enforcement of creditor's rights and except as the availability of suitable remedies may be subject to judicial discretion; Asset Purchase Agreement – Protexure Insurance Agency, Inc. (A Delaware Corporation), et al. (iii) The consummation of the transactions contemplated by this Agreement, the other Acquisition Documents to which the Seller, the Special Shareholder, and the Shareholder are parties, and all liens other instruments or documents required to be executed by the Seller, the Special Shareholder, and/or the Shareholder in connection herewith and encumbrances therewith will not violate or result in a breach of or constitute a default under the Formation Documents, Operating Documents, or other than organizational agreements of the Permitted Liens with respect Seller, the Special Shareholder (if applicable), and/or the Shareholder (if applicable); and, (iv) Except for such actions and proceedings as are disclosed to such Property;the Purchaser in writing, the Seller, the Special Shareholder, and the Shareholder do not know of any limitation, governmental investigation, actions, or lawsuits, pending or threatened, against or relating to the transactions contemplated by this Agreement or any other Acquisition Document to which the Seller, the Special Shareholder, or the Shareholder is a party. (b) A ▇▇▇▇ Certified copies of sale and assignment and assumption agreement, in form and substance reasonably satisfactory to such Seller and Purchaser, duly executed and acknowledged the resolutions adopted by such Seller and Purchaser, with respect to the assignment and assumption of all of such Seller's right, title and interest in, to and under the Intangible Property, the Debt Documents with respect to such PropertySpecial Shareholder (as applicable), and any of such Seller's Furnishingsthe Shareholder (as applicable), Fixtures or by appropriate committees thereof, and Equipment with respect to such Property (it being understood their shareholders or members, as the case may be, and agreed that no portion of as may be required under applicable law, authorizing this Agreement, the Purchase Price is allocated to Furnishingsother Acquisition Documents, Fixtures and Equipment);the transactions contemplated hereby and thereby. (c) To Certificate from the extent Secretary of State of Delaware, dated no earlier than January 1, 2023, respecting the same are in any good standing of the Seller's possession or control, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Property;. (d) The Lease;Operating Documents of the Seller, certified as of the Closing Date by a secretary or assistant secretary of the Seller. (e) An estoppel certificateSuch other documents, substantially in the form attached hereto instruments, or certificates as EXHIBIT D, dated within thirty (30) days prior to the Closing Date, executed shall be reasonably requested by the lender and such other parties to the Debt Documents as such Purchaser may reasonably require; (f) An affidavit dated as of the Closing Date, in respect of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereof; and (g) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such other conveyance documents, certificates, deeds and other instruments as such Purchaser or the Title Company may reasonably requireits counsel.

Closing Documents. Each (i) Seller. At Closing, Seller shall have delivered execute and deliver to the proper Purchaser the following with respect to its Propertyfollowing: (a) A good a Special Warranty Deed, subject to Permitted Exceptions, and sufficient deed with covenants against grantor's acts, in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying title acceptable to such Property, free from all liens and encumbrances other than the Permitted Liens with respect to such PropertyTitle Insurer; (b) A a "special" or "limited" warranty ▇▇▇▇ of sale and assignment and assumption agreement, in form and substance reasonably satisfactory sufficient to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaser, with respect transfer to Purchaser title to the assignment Tangible Personal Property and assumption of all of such Seller's right, expressly disclaiming any warranties other than as to title and interest in, to and under the Intangible Property, the Debt Documents with respect to such Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment)as aforesaid; (c) To a letter advising each tenant under the extent Leases, and each provider of services under the same are Service Contracts, of the change in any Seller's possession or controlownership of the Property in the forms attached hereto as Exhibit "C- 1" and Exhibit "C-2", original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Propertyrespectively; (d) The Lease; (e) An estoppel certificatea counterpart of the Assignment and Assumption of Leases, substantially Service Contracts, Security Deposits and Intangibles, in the form attached hereto as EXHIBIT D, dated within thirty (30) days prior to the Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably requireExhibit "C-3"; (fe) An an affidavit dated as stating, under penalty of perjury, Seller's U.S. taxpayer identification number and that Seller is not a foreign person within the Closing Date, in respect meaning of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereofCode; and (f) evidence of the termination of Seller's management contract for the Property with The ▇▇▇▇▇ Organization, Inc. ("Manager"), effective as of the Closing; (g) A parties a counterpart of the closing statement ("Closing Statement") setting forth the prorations and adjustments to the Purchase Price as required by Section 4(C) below. At Closing, possession of the Property, subject to rights of tenants under the Leases, all keys, original Leases, Service Contracts, licenses, sepias, drawings, plans and specifications, tenant correspondence and Estoppel Certificates received by Seller as referenced in Section 12.2 hereafter (all to the extent in the possession affidavitor control of Seller) shall be delivered to Purchaser. At Closing, mechanic's lien affidavit, a gap indemnity and such other conveyance documents, certificates, deeds and other instruments as such Purchaser or Seller shall provide the Title Company may reasonably requireInsurer with Seller's customary ALTA Statement/Owner's Affidavit, Gap Undertaking, and evidence of authority.

Closing Documents. Each Seller shall have delivered deliver to Purchaser on the proper Purchaser the following with respect to its PropertyClosing Date: (ai) A good and sufficient deed with covenants against grantor's acts, in proper statutory form for recording, duly executed special warranty deed conveying the Real Property and acknowledged by such Seller, conveying title Improvements to such PropertyPurchaser, free from and clear of all liens and encumbrances other than the Permitted Liens with respect to such PropertyEncumbrances (the "Deed"); (bii) A ▇duly executed B▇▇▇ of sale and assignment and assumption agreement, in form and substance reasonably satisfactory to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaser, with respect to the assignment and assumption of all of such Seller's right, title and interest in, to and under the Intangible Property, the Debt Documents with respect to such Property, and Sale for any of such Seller's Furnishings, Fixtures and Equipment with respect to such Personal Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment); (c) To the extent the same are in any Seller's possession or control, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Property; (d) The Lease; (e) An estoppel certificate, substantially in the form attached hereto as EXHIBIT Exhibit D, dated within thirty (30) days prior to the Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably require; (fiii) An Such additional bills of sale, certificates of title and other appropriate instruments of assignment and conveyance, in form mutually but reasonably satisfactory to Purchaser and Seller, dated as of the Closing, conveying all title to the Assets, free and clear of all liens, liabilities, security interests or encumbrances except as otherwise permitted herein; (iv) Evidence of the authority of Seller to execute and deliver the Seller Documents in order to effectuate the Closing; (v) Duly executed affidavit dated in form satisfactory to obtain the Title Policy, without exception for mechanic’s, materialman’s or other statutory liens; (vi) A closing statement setting forth in reasonable detail the financial transactions contemplated by this Agreement, including, without limitation, the Purchase Price, all prorations, and the allocation of costs specified herein ("Closing Statement"), duly executed by Seller; (vii) A duly executed bring-down certificate in form acceptable to Purchaser, reaffirming that the representations and warranties of Seller are true and correct as of the Closing Date; (viii) A duly executed certificate and affidavit of non-foreign status; (ix) The duly executed Facility Lease and Guaranties in the form attached as Exhibit F; (x) Amended and restated Subleases duly executed by each Subtenant and Seller in form and content acceptable to Purchaser, in respect of Section 1445 including but not be limited to the following: A The Subleases will mirror the provisions of the Internal Revenue Code of 1986Facility Lease, as amendedmodified to the extent necessary to reflect their multi-tenant nature. The economic obligations under the Facility Lease shall be allocated to Subtenants so that the aggregate amounts payable under the Subleases matches the amounts due from Seller under the Facility Lease. B The Subleases will be cross-defaulted. C The Subleases will provide that a termination of the Facility Lease will not automatically terminate the Subleases and that, sufficient upon any termination of the Facility Lease, the Subleases will, at the option of the landlord under the Facility Lease, become direct leases with the landlord, following which the Subtenants shall have no claims, offsets or defenses to provide one exemption performance under subdivision (b) thereof; and (g) A parties in possession affidavitthe Subleases for matters arising prior to the date the same became direct leases with the landlord under the Facility Lease. D The Subleases will require that the rental shall be paid directly by the Subtenants to landlord under the Facility Lease. E The Subtenants at all times shall remain wholly owned subsidiaries of Seller, mechanic's lien affidavit, a gap indemnity and such other conveyance documents, certificates, deeds and other instruments as such Purchaser or Seller shall be the Title Company may reasonably requiresole member of each Subtenant.

Closing Documents. Each The Seller and Forsbergs shall have delivered, or caused to be delivered to the proper Purchaser Purchaser, the following with respect to its Propertydocuments and instruments described below: (a) A good Copies of the resolutions adopted by the Boards of Directors of the Seller authorizing this Agreement and sufficient deed with covenants against grantor's acts, in proper statutory form for recording, duly executed the other Acquisition Documents and acknowledged by such Seller, conveying title to such Property, free from all liens the transactions contemplated hereby and encumbrances other than the Permitted Liens with respect to such Property;thereby. (b) A Warranty Deed for the Real Property, and Title Policy. (c) ▇▇▇▇ of sale and Sale for the Transferred Assets, including assignment and assumption agreement, of Trade Names in the form and substance reasonably satisfactory to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaser, with respect to the assignment and assumption of all of such Seller's right, title and interest in, to and under the Intangible Property, the Debt Documents with respect to such Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment); (c) To the extent the same are in any Seller's possession or control, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Property;Schedule 2.9 hereto. (d) The Lease;A copy of Articles of amendment to the Articles of Incorporation of the Seller, duly authorized and executed and in form and substance, filed by the Seller with the Secretary of State of the State of Idaho, changing the Seller's name to ▇▇▇▇▇▇▇▇ Investments, Inc. (which purchaser hereby acknowledges does not include the Trade Name, any variation thereof, or any other word which could be reasonably confused therewith). Seller will have filed an Application for Reservation of Legal Entity Name with the Secretary of State of the State of Idaho, reserving the name "Mine Fabrication & Machine, Inc." until Closing, at which ▇▇▇▇ ▇▇▇▇▇▇ shall deliver to Purchaser a notice of transfer of a reserved corporate name suitable for immediate filing by the Purchaser with the Secretary of State of the State of Idaho. (e) An estoppel certificate, substantially in the form attached hereto as EXHIBIT D, dated within thirty (30) days prior Acknowledgement that a total of $7,150.00 is to be applied to the Closing Datefirst two payments on Promissory Note #1, executed by the lender being (1) Seller's reimbursement to Purchaser for computer equipment ($1,000.00), (2) Seller's reimbursement to Purchaser for and such other parties in consideration of any potential issues that could arise with respect to the Debt Documents Seller's and Forsbergs' non-conformity with conditions specified in certain Business Development Permits, as such more fully detailed in Schedule 2.17 hereto, for which Purchaser may reasonably require;hereby agrees to indemnify and hold harmless Seller and Forsbergs ($5,000.00), and (3) Seller's reimbursement for Purchaser's prorata share of annual rent on that certain Lease detailed further in Schedule 2.5(1) hereto ($1,150). (f) An affidavit dated as List of Seller's customers, vendors and employees, and a disc and/or hard copies of invoices and purchase orders containing the sales, pricing, and customer history of the Closing Date, in respect of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient Seller for a five (5) year period prior to provide one exemption under subdivision (b) thereof; andClosing. (g) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such Such other conveyance documents, certificates, deeds and other documents or instruments as such shall be reasonably requested by the Purchaser or the Title Company may reasonably requireits counsel.

Closing Documents. Each Seller shall have delivered to At the proper Purchaser the following with respect to its PropertyClosing: (a) A good Seller and sufficient deed with covenants against grantor's actsthe UK Subsidiary shall assign and transfer to Buyer or such Person as Buyer may designate the Acquired Assets, in proper statutory form for recording, duly executed and acknowledged Buyer or its designee shall assume from Seller the Assumed Liabilities by such Seller, conveying title to such Property, free from all liens and encumbrances other than the Permitted Liens with respect to such Property; delivery of (bi) A ▇a B▇▇▇ of sale Sale and assignment Assignment Agreement in substantially the form attached hereto as Exhibit A (the “B▇▇▇ of Sale and assumption agreement, in form and substance reasonably satisfactory to such Seller and PurchaserAssignment Agreement”), duly executed and acknowledged by such Seller and PurchaserBuyer, with respect to (ii) the assignment and assumption of all of such Seller's right, title and interest in, to and under the Intangible Property, the Debt Documents with respect to such Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment); (c) To the extent the same are in any Seller's possession or control, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Property; (d) The Lease; (e) An estoppel certificate, UK Assignment Agreement substantially in the form attached hereto as EXHIBIT DExhibit B, dated within thirty (30iii) days prior all such other good and sufficient instruments of conveyance, assignment and transfer, and such affidavits and other instruments in form and substance reasonably acceptable to Buyer’s counsel, as shall be effective to transfer to Buyer and UK Buyer the Acquired Assets, and (iv) such other good and sufficient instruments of assumption, in form and substance reasonably acceptable to each of Buyer’s and Seller’s counsel, as shall be effective to cause Buyer and UK Buyer to acquire the Acquired Assets and assume the Assumed Liabilities. (b) Buyer shall pay by wire transfer initiated no later than 12:00 P.M. EDT the Base Purchase Price in immediately available funds to the Closing Date, executed account specified by the lender and such other parties to the Debt Documents as such Purchaser may reasonably require;Seller. (fc) An affidavit dated As of the date hereof Seller, Buyer and UK Buyer, as applicable, have executed and delivered each of the documents set forth in Section 2.2(a) above, and as of the Closing DateDate Seller and Buyer shall have delivered the other documents required to be delivered under ARTICLE VIII (together with the other documents specified in Section 2.2(a) the “Closing Documents”), in respect of Section 1445 and on the Closing Date upon payment of the Internal Revenue Code of 1986, Base Purchase Price as amended, sufficient provided in Section 2.2(b) all Closing Documents in escrow shall be automatically released from escrow and deemed delivered to provide one exemption under subdivision (b) thereof; and (g) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such other conveyance documents, certificates, deeds and other instruments as such Purchaser or the Title Company may reasonably requirerespective parties.

Closing Documents. Each The Seller shall have delivered to the proper Purchaser the following with respect to its Property----------------- Purchaser: (a) A good and sufficient warranty deed with covenants against grantor's acts, or its local equivalent, with respect to all of the Properties which are Fee Properties, in proper statutory form for recording, duly executed and acknowledged by such the Seller, conveying good and marketable title to such Propertythe applicable Fee Properties, free from all liens and encumbrances other than the Permitted Liens with respect to such PropertyEncumbrances; (b) A ▇▇▇▇ With respect to all of sale and the Properties which are Ground Lease Properties, an assignment and assumption agreement, in form and substance reasonably satisfactory to such the Seller and the Purchaser, duly executed and acknowledged by such Seller and Purchaserthe Seller, with respect to the assignment and assumption of all of such the Seller's right, title and interest in, to and under the Intangible Property, Ground Leases together with the Debt Documents with respect written consent of each of the lessors under the applicable Ground Leases if such consent is required pursuant to such Property, and any the terms of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment)Ground Leases; (c) An estoppel certificate, in form and substance reasonably satisfactory to the Purchaser, from each of the lessors under the applicable Ground Leases, confirming, to such lessor's knowledge, that each such Ground Lease is in full force and effect, the amount of the rents and other sums payable thereunder, that no default or event which with the giving of notice and/or lapse of time could constitute a default has occurred and is continuing thereunder, and regarding such other matters as the Purchaser may reasonably require; (d) A ▇▇▇▇ of sale and assignment agreement, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller, with respect to all of the Seller's right, title and interest in, to and under the FF&E, the Contracts, the Documents, the Intangible Property and the Tenant Leases with respect to the Properties; (e) A certificate of a duly authorized officer of the Seller confirming the continued truth and accuracy of the representations and warranties of the Seller in this Agreement; (f) To the extent the same are in any the Seller's possession or controlpossession, originaloriginally, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits agreements pertaining to such Propertythe Properties; (dg) The LeaseDuly executed copies of the Leases and all of the Incidental Documents (as such term is defined in the Leases); (eh) An estoppel certificate, substantially in the form attached hereto as EXHIBIT D, dated within thirty (30) days prior and substance reasonably satisfactory to the Closing DatePurchaser and the Seller, executed by the lender and regarding such other parties matters with respect to the Debt Documents Management Agreements, as such the Purchaser may reasonably require; (fi) An affidavit dated as Duly executed copies of the Closing DateManagement Agreement Amendments; (j) Certified copies of all charter documents, in applicable corporate resolutions and certificates of incumbency with respect of Section 1445 of to the Internal Revenue Code of 1986Seller, as amended, sufficient to provide one exemption the tenant under subdivision (b) thereofthe Leases and the Manager; and (gk) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such Such other conveyance documents, certificates, deeds deeds, affidavits and other instruments as such Purchaser the Purchaser, the Seller, the tenant under the Leases or the Title Company may reasonably require.

Closing Documents. Each Seller Seller, MI, the Tenant or their respective Affiliates, as applicable, shall have delivered (or cause to the proper Purchaser the following be delivered) to Purchaser, with respect to its each Property: (a) A good and sufficient deed with covenants against grantor's acts, in proper statutory form for recordingSpecial Warranty Deed, duly executed and acknowledged by such the Seller, conveying to the Applicable Property Transferee good and marketable title to such Property, free from all liens liens, encumbrances, security interests, options and encumbrances other than adverse claims of any kind or character, subject to the Permitted Liens with respect to such PropertyEncumbrances, in the forms set forth in Schedule I attached hereto; (b) A ▇▇▇▇ An Assignment of sale and assignment and assumption agreementContracts (including any construction related contracts) in the form set forth in Schedule J hereto, an Assignment of Intangible Property in the form and substance reasonably satisfactory to such Seller and Purchaserset forth in Schedule K hereto, each duly executed by the Seller (or its Affiliate, as applicable), transferring and acknowledged by such Seller and Purchaser, with respect assigning to the assignment and assumption of Applicable Property Transferee all of such Seller's rightrights, title and interest inof Seller (or its Affiliate, to and under as applicable) in the Intangible PropertyAssets (other than any existing FAS, the Debt Documents with respect any existing FF&E or any existing Inventories) related to such Property, and any of such Seller's Furnishingstogether with, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment); (c) To the extent the same are in any Seller's possession or controlits Affiliate's (or their agent's) possession, originaloriginal (or copies certified by Seller as true and correct), fully executed copies of all material documents agreements constituting any of the same; (c) A Warranty Bill of Sale in the form set forth in ▇▇▇edule M hereto, duly executed by Seller, transferring to the Applicable Property Transferee all rights, title and agreementsinterest of Seller in any existing FAS associated with such Property, plans any FF&E associated with such Property and specifications and contracts, licenses and permits pertaining to any existing Inventories located at such Property; (d) The LeaseIntentionally omitted; (e) An estoppel certificate, substantially in the form attached hereto as EXHIBIT D, dated within thirty (30) days prior to the Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably require; (f) An affidavit dated as of the Closing Date, in respect of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereof; and (g) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such other conveyance documents, certificates, deeds and other instruments as such Purchaser or the Title Company may reasonably require.

Closing Documents. Each Seller At the Closing, the Sellers shall deliver, or cause to be delivered, the following to the Purchaser and the Purchaser shall have received duly executed copies of such documents, and such documents shall be in full force and effect: (i) the Company Interests, and, if certificated, certificates representing the Company Interests, duly endorsed for transfer to the Purchaser; (ii) the Distribution Support Agreement, dated February 2, 2000, between the Company, the MLP, Atlas America, Inc., Resource Energy and Viking shall have been terminated and shall be null and void and each of the Company, the MLP, Viking , Resource Energy and Atlas America, Inc. shall have delivered to the proper Purchaser the following with respect to its Property: (a) A good and sufficient deed with covenants against grantor's acts, in proper statutory form for recording, duly an executed and acknowledged by such Seller, conveying title to such Property, free from all liens and encumbrances other than the Permitted Liens with respect to such Property; (b) A ▇▇▇▇ of sale and assignment and assumption agreement, in form and substance reasonably satisfactory to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaser, with respect to the assignment and assumption of all of such Seller's right, title and interest in, to and under the Intangible Property, the Debt Documents with respect to such Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment); (c) To the extent the same are in any Seller's possession or control, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Property; (d) The Lease; (e) An estoppel certificate, substantially Termination Agreement in the form attached hereto as EXHIBIT DExhibit B (iii) certified copies of the resolutions of each Sellers' board of directors, dated within thirty (30) days prior to approving this Agreement and all other agreements and documents contemplated hereby and the Closing Date, executed by consummation of the lender and such other parties to the Debt Documents as such Purchaser may reasonably requiretransactions contemplated hereby; (fiv) An affidavit a secretary's certificate for each of the Company and the Sellers certifying the Company's or such Seller's Fundamental Documents and the incumbency of each officer executing this Agreement or any agreement or instrument contemplated hereby; (v) a certificate of the Secretary of State (or other applicable office) in which the Company is organized and qualified to do business dated as of the Closing DateDate (or as close thereto as reasonably practicable), in respect certifying as to the good standing and non-delinquent status of such entity; (vi) an officer's certificate as required under Section 1445 6.2(a) and Section 6.2(b); (vii) resignations of officers, managers and directors of the Internal Revenue Code of 1986Company, as amendedthe Purchaser may require except for one managing board member of the Company (and one member of each committee thereof (which committee does not require the presence of an independent director for the purposes of such committee under applicable law, sufficient regulation or otherwise)) to provide one exemption under subdivision be designated by the Sellers in writing prior to the Closing and who shall be reasonably acceptable to Purchaser (b) thereofwho the parties agree shall be ▇▇▇▇▇▇▇▇ ▇▇▇▇▇); and (gviii) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity company minute books and such other conveyance documents, certificates, deeds and other instruments as such Purchaser or members register/transfer ledgers of the Title Company may reasonably requireCompany.

Closing Documents. Each Seller shall have delivered The obligations of the Underwriters hereunder, as to the proper Purchaser Offered Securities to be purchased at the following with respect Closing Time and as to the Over-Allotment Debentures to be purchased at the Closing Time or the Additional Closing Time, shall be conditional upon all representations and warranties and other statements of the Corporation herein being, at and as of the Closing Time and the Additional Closing Time, true and correct in all material respects, the Corporation having performed in all material respects, at the Closing Time and the Additional Closing Time, all of its Propertyobligations hereunder theretofore to be performed and the Underwriters receiving at the Closing Time and the Additional Closing Time: (a) A good favourable legal opinions of the Corporation's counsel and sufficient deed with covenants against grantor's acts, in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying title the Underwriters' counsel addressed to such Property, free from all liens and encumbrances other than the Permitted Liens with respect to such Property; (b) A ▇▇▇▇ of sale and assignment and assumption agreementUnderwriters, in form and substance reasonably satisfactory to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaserthe Underwriters, with respect to such matters as the assignment Underwriters may reasonably request relating to the offering of the Offered Securities and assumption the Corporation and the transactions contemplated hereby, including, without limitation, that: (i) The Corporation has been duly amalgamated, is validly subsisting and has all requisite corporate power and authority to carry on its business as now conducted by it and to own its properties and assets and is qualified to carry on business under the laws of the jurisdictions where it carries on a material portion of its business; (ii) the Corporation has all necessary corporate power and authority to enter into this agreement, the Debenture Indenture and the certificate(s) representing the Offered Securities and to perform its obligations, as applicable herein and therein, and this agreement, the Debenture Indenture and the certificate(s) representing the Offered Securities have been duly authorized, executed and delivered by the Corporation and constitute a legal, valid and binding obligation of the Corporation, enforceable against the Corporation, in accordance with their terms except that the validity, binding effect and enforceability of the terms of agreements and documents are subject to the qualification that such validity, binding effect and enforceability may be limited by: (A) applicable bankruptcy, insolvency, moratorium, reorganization or other laws affecting creditors' rights generally; (B) equitable remedies, including the remedies of specific performance and injunctive relief, being available only in the discretion of the applicable court; (C) the statutory and inherent powers of a court to grant relief from forfeiture, to stay execution of proceedings before it and to stay executions on judgments; (D) the applicable laws regarding limitations of actions; (E) enforceability of provisions which purport to sever any provision which is prohibited or unenforceable under applicable law without affecting the enforceability or validity of the remainder of such Seller's rightdocument would be determined only in the discretion of the court; (F) enforceability of the provisions exculpating a party from liability or duty otherwise owed by it may be limited under applicable law; and (G) that rights to indemnity, title contribution and interest in, to and waiver under the Intangible Propertydocuments may be limited or unavailable under applicable law; (iii) the execution and delivery of this agreement, the Debt Documents with respect to such PropertyDebenture Indenture and the certificate(s) representing the Offered Securities and the fulfilment of the terms hereof and thereof by the Corporation, and the performance of and compliance with the terms of this agreement, the Debenture Indenture and the certificate(s) representing the Offered Securities by the Corporation does not and will not result in a breach of, or constitute a default under, and does not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under, any applicable laws or any term or provision of the articles, by-laws or resolutions of the directors or shareholders of the Corporation or any mortgage, note, indenture, contract, agreement (written or oral), instrument, lease or other document to which the Corporation is a party or by which it is bound, of which such counsel is aware, which default might reasonably be expected to materially adversely affect the business, operations, capital or condition (financial or otherwise) of the Corporation or its assets (taken as a whole); (iv) the form of the definitive certificates representing the Common Shares and the Offered Securities have been approved and adopted by the Corporation and comply with all legal requirements (including all applicable requirements of the Exchanges) relating thereto and, in the case of the form of definitive certificates representing the Offered Securities, comply with the Debenture Indenture; (v) the Offered Securities have been duly and validly created, allotted and issued as fully paid and non-assessable securities of the Corporation; (vi) the Common Shares issuable upon conversion, redemption or maturity of the Offered Securities will, upon issuance in accordance with the terms of the Debenture Indenture and the constating documents of the Corporation, be issued as fully paid and non-assessable Common Shares; (vii) the Offered Securities, Debenture Indenture and Common Shares conform in all material respects with the description thereof contained in the Prospectuses; (viii) the Offered Securities are eligible investments as set out under the heading "Eligibility for Investment" in the Prospectuses; (ix) all necessary documents have been filed, all necessary proceedings have been taken and all legal requirements have been fulfilled as required under the Applicable Securities Laws of each of the Qualifying Provinces in order to qualify the Offered Securities for distribution and sale to the public in each of such Seller's Furnishings, Fixtures Qualifying Provinces by or through investment dealers and Equipment brokers duly registered under the applicable laws of such provinces who have complied with respect to the relevant provisions of such Property Applicable Securities Laws; (it being understood and agreed that no portion x) the Corporation is a "reporting issuer" not in default of any requirement of the Purchase Price Securities Act (Alberta) and the regulations thereunder and has a similar status under the Applicable Securities Laws of each of the other Qualifying Provinces that have the "reporting issuer" concept; (xi) the issuance of Common Shares by the Corporation on conversion, redemption or maturity of the Offered Securities to holders of the Offered Securities in accordance with the Debenture Indenture is allocated exempt from the prospectus and registration requirements of the Applicable Securities Laws; (xii) the first trade in the Common Shares acquired upon conversion, redemption or maturity of the Offered Securities will not be subject to Furnishingsthe prospectus requirements of Applicable Securities Laws and no prospectus or other document is required to be filed, Fixtures no proceedings are required to be taken and Equipmentno approvals, permits, consents or authorizations of regulatory authorities are required to be obtained under the Applicable Securities Laws to permit the first trade of such securities by the holder thereof through registrants or dealers registered under the Applicable Securities Laws of such Qualifying Provinces who have complied with such laws, or in circumstances in which there is an exemption from the registration requirements under the Applicable Securities Laws of such provinces, provided that: (A) the trade is not a "control distribution" (as defined in National Instrument 45-102); and the Corporation is a reporting issuer at the time of the trade; (xiii) the Corporation has the necessary power and authority to execute and deliver the Prospectuses and all necessary action has been taken by the Corporation to authorize the execution and delivery by it of the Prospectuses and the filing thereof, as the case may be, in each of the Qualifying Provinces in accordance with Applicable Securities Laws; (xiv) subject to the qualifications and assumptions set out therein, the statements in the Prospectus under the heading "Canadian Federal Income Tax Considerations" constitute a fair summary of the principal Canadian federal income tax consequences arising under the Tax Act to persons referred to therein who will hold the Offered Securities; (xv) the Offered Securities have been conditionally accepted for listing on the TSX and the Common Shares issuable upon conversion, redemption or maturity of the Offered Securities in accordance with the Debenture Indenture have been conditionally accepted for listing on the Exchanges, in each case subject to the filing of customary closing documentation; (xvi) the authorized and issued capital of the Corporation; (xvii) Computershare Trust Company of Canada, at its principal offices in C▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ has been duly appointed the transfer agent and registrar for the Common Shares; (xviii) the Trustee has been appointed trustee for the Offered Securities under the Debenture Indenture; and as to all other legal matters, including compliance with Applicable Securities Laws in any way connected with the issuance, sale and delivery of the Offered Securities as the Underwriters may reasonably request. It is understood that Corporation's counsel may rely on the opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than where they are qualified to practice law, and on certificates of officers of the Corporation, the transfer agent and the Corporation's auditors as to relevant matters of fact. It is further understood that the Underwriters' counsel may rely on the opinion of the Corporation's counsel as to matters which specifically relate to the Corporation and the Offered Securities; (b) a certificate of the Corporation dated the Closing Date or Additional Closing Date, as applicable, addressed to the Underwriters and signed on behalf of the Corporation by the Chief Executive Officer and the President and Chief Financial Officer of the Corporation or such other officers or directors of the Corporation satisfactory to the Underwriters, acting reasonably, certifying that: (i) the Corporation has complied with and satisfied in all material respects all terms and conditions of this agreement on its part to be complied with or satisfied at or prior to the Closing Time or the Additional Closing Time, as applicable,; (ii) the representations and warranties of the Corporation set forth in this agreement are true and correct in all material respects at the Closing Time or the Additional Closing Time, as applicable, as if made at such time; and (iii) no event of a nature referred to in paragraphs 6(a), 6(b), 11(a)(i), (ii) or (vi) has occurred or to the knowledge of such officer is pending, contemplated or threatened; and each certification is itself a condition to the obligations of the Underwriters hereunder, as to the Offered Securities to be purchased at the Closing Time and as to the Over-Allotment Debentures to be purchased at the Closing time or the Additional Closing Time, provided that delivery of such certificate(s) in the manner contemplated above does not constitute satisfaction or discharge of this condition if the Underwriters have knowledge to the contrary; (c) To a comfort letter of the extent Corporation's and Trust's auditors addressed to the same are Underwriters and dated the Closing Date satisfactory in any Seller's possession or controlform and substance to the Underwriters, originalacting reasonably, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining bringing the information contained in the comfort letters referred to such Propertyin paragraph 4(c) hereof up to the Closing Time which comfort letter shall be not more than two Business Days prior to the Closing Date; (d) The Leaseevidence satisfactory to the Underwriters that the Offered Securities have, subject to the usual conditions, been conditionally listed on the TSX not later than the close of business on the last Business Day preceding the Closing Date; (e) An estoppel certificateevidence satisfactory to the Underwriter that the Common Shares issuable upon conversion, substantially redemption or maturity of the Offered Securities in accordance with the form attached hereto as EXHIBIT DDebenture Indenture have, dated within thirty (30) days prior subject to the usual conditions, been conditionally listed on the Exchanges not later than the close of business on the last Business Day preceding the Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably require;; and (f) An affidavit dated as of the Closing Date, in respect of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereof; and (g) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such other conveyance documentscertificates and documents as the Underwriters may request, certificates, deeds and other instruments as such Purchaser or the Title Company may reasonably requireacting reasonably.

Closing Documents. Each (a) At Closing, Seller shall have deliver or cause to be delivered to the proper Purchaser the following with respect to its Propertyfollowing: (ai) A good and sufficient deed with covenants against grantor's acts, an Act of Sale in proper statutory the form for recording, duly executed and acknowledged by such Seller, attached to this Agreement as Exhibit F conveying title the fee estate in the Property to such Property, free from all liens and encumbrances other than Purchaser subject only to the Permitted Liens with respect to such Property;Exceptions. (ii) an owner’s policy of title insurance issued by the Title Company in the amount of the Purchase Price meeting the requirements of the commitment as provided in Article IV, and containing such affirmative coverage and endorsements as Purchaser shall reasonably request. (iii) a warranty b) A ▇▇▇▇ of sale transferring to Purchaser all of the Furnishings, Expendables, Consumables and other tangible personal property free of all liens and encumbrances. (iv) an assignment conveying and assumption agreementtransferring to Purchaser all of the Bookings, in form Books and substance reasonably satisfactory to such Records, Space Leases, assignable Permits and Hotel Contracts, Miscellaneous Personal Property and Warranties, and containing an indemnity by Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaser, benefiting Purchaser with respect to the assignment and assumption of all of such Seller's right, title and interest in, to and matters arising under the Intangible PropertyBookings, the Debt Documents with respect to such PropertyBooks and Records, Space Leases, assignable Permits and any of such Seller's FurnishingsHotel Contracts, Fixtures Miscellaneous Personal Property and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment); (c) To the extent the same are in any Seller's possession or control, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Property; (d) The Lease; (e) An estoppel certificate, substantially in the form attached hereto as EXHIBIT D, dated within thirty (30) days Warranties prior to the Closing Date, . (v) an appropriate instrument executed by the lender Seller and such other necessary parties pursuant to the Debt Documents as such Purchaser may reasonably require; (f) An affidavit dated which any existing management agreement will be terminated as of the Closing Date, in respect of Section 1445 Cut-off Time. (vi) possession of the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereof; andProperty. (gvii) A parties in possession affidavita certified copy of such corporate or partnership authorizations, mechanic's lien affidavit, a gap indemnity approvals and such other conveyance documents, certificates, deeds and other instruments incumbencies of Seller as such Purchaser or the Title Company may shall reasonably require. (viii) a FIRPTA Affidavit in form required by the Internal Revenue Service. (ix) all Books and Records relating to the Property and the Hotel in Seller’s possession. (x) any and all plans and specifications for the Improvements on the Property in Seller’s possession. (xi) the certificate of occupancy with respect to the Property. (xii) such notices of the sale to third parties as may be reasonably requested by the Purchaser. (xiii) such affidavits, indemnities and related matters as the Title Company may reasonably request including without limitation such affidavits and indemnities as may be required to permit the Title Company to delete any exceptions for mechanic’s liens. (xiv) tax clearance certificates from the applicable regulatory authorities. (xv) such transfer and sales tax returns as may be required by law to be executed by Seller. (b) Purchaser shall deliver or cause to be delivered to Seller the following: (i) the balance of the Purchase Price. (ii) such corporate or partnership authorizations, approvals and incumbencies as Seller or the Title Company shall reasonably require. (iii) an assumption of the obligations of Seller from and after the Closing under the Bookings, the Space Leases, and Hotel Contracts, and containing an indemnity by Purchaser benefiting Seller with respect to matters arising under the Bookings, the Space Leases, and Hotel Contracts prior to the Closing Date. (iv) such transfer and sales tax returns as may be required by law to be executed by Purchaser.

Closing Documents. Each Seller shall have delivered to the proper Purchaser execute, acknowledge (if necessary) and deliver originals of the following with respect to its Property:documents (collectively, the “Closing Documents”): 8.2.1.1 Special Warranty Deed in recordable and insurable form and substantially in the form of Exhibit D hereto (a) A good and sufficient deed with covenants against grantor's acts, in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying title to such Property, free from all liens and encumbrances other than the Permitted Liens with respect to such Property“Deed”); (b) A 8.2.1.2 ▇▇▇▇ of sale and assignment and assumption agreement, in form and substance reasonably satisfactory to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaser, with respect to the assignment and assumption of all of such Seller's right, title and interest in, to and under the Intangible Property, the Debt Documents with respect to such Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment); (c) To the extent the same are in any Seller's possession or control, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Property; (d) The Lease; (e) An estoppel certificateSale, substantially in the form attached of Exhibit E hereto; 8.2.1.3 Assignment and Assumption Agreement with respect to the Leases and Licenses, substantially in the form of Exhibit F-1 hereto; 8.2.1.4 Assignment and Assumption Agreement with respect to the Contracts, substantially in the form of Exhibit F-2 hereto as EXHIBIT D(the “Assignment and Assumption Agreement”); 8.2.1.5 Certificate of Non-Foreign Status, dated within thirty (30) days prior substantially in the form of Exhibit G hereto and any required state equivalent; 8.2.1.6 Letters to each tenant under the Leases and each licensee under the Licenses, substantially in the form of Exhibit H hereto, notifying tenants and licensees of the conveyance of the Property to Purchaser and advising them that, following the Closing Date, executed by the lender and such other parties all future payments of rent are to the Debt Documents as such be made to Purchaser may reasonably requireor at Purchaser’s direction; (f) An affidavit dated 8.2.1.7 Written evidence reasonably acceptable to Purchaser terminating the Management Agreements for the Property as of the Closing Date, in respect of Section 1445 ; 8.2.1.8 Settlement statement prepared by Escrow Agent showing all of the Internal Revenue Code payments, adjustments and prorations provided for in Section 8.5 of 1986, this Agreement or otherwise agreed upon by Seller and Purchaser (the “Settlement Statement”); 8.2.1.9 Such transfer tax forms as amended, sufficient may be required as a condition to provide one exemption under subdivision (b) thereofthe recordation of the Deed or as may be required in connection with the transfer of the Property; and 8.2.1.10 An Owner’s Affidavit in the form of Exhibit I attached hereto (g) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such other conveyance documents, certificates, deeds and other instruments as such Purchaser or the “Owner’s Affidavit”). Seller shall also deliver to the Title Company and Purchaser such evidence as may be reasonably requirerequired by the Title Company with respect to the authority of the Person(s) executing the Deed and the other documents required to be executed by Seller on behalf of Seller. 8.2.1.11 Any Estoppel Certificate and SNDA actually received from Tenant. 8.2.1.12 As to any warranties for materials and workmanship (e.g. roof, HVAC, parking lot-including by way of illustration and not limitation, the roof warranty for materials and workmanship) in Seller’s possession or control, copies thereof and, to the extent assignable, an original transfer of such warranties assented to by the material and/or service provider at no cost or expense to Purchaser.

Closing Documents. Each Seller shall have delivered to the proper Purchaser the following with respect to its PropertyPurchaser: (a) A good and sufficient special warranty deed with covenants against grantor's actsin form as shall be customary in the jurisdiction in which the Property is located, in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying fee simple title to such the Property, free from all liens and encumbrances other than the Permitted Liens with respect to such PropertyEncumbrances; (b) A ▇▇bill ▇▇ of sale and assignment and assumption agreement, substantially in the form and substance reasonably satisfactory to such Seller and Purchaserattached hereto as Exhibit R, duly executed and acknowledged by such Seller and PurchaserSeller, with respect to the assignment and assumption of all of such Seller's right, title and interest in, to and under the Intangible PropertyFF&E, the Debt Documents and the Intangible Property with respect to such the Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment); (c) An assignment and assumption agreement, substantially in the form attached hereto as Exhibit S, duly executed and acknowledged by Seller, with respect to all of Seller's right, title and interest in, to and under the Space Leases with respect to the Property; (d) Duly executed transfer tax forms, as required by applicable law; (e) To the extent the same are in any Seller's possession or control, originalpossession, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits Contracts pertaining to such the Property; (df) The LeaseA duly executed original counterpart of the Operating Lease for the Hotel and all other documents and sums required to be delivered by Seller pursuant thereto (including without limitation any Subordination, Nondisturbance and Attornment Agreement, if any, between Seller, as tenant, and any Mortgagee); (eg) An estoppel certificateIf necessary, an assignment and assumption agreement, substantially in the form attached hereto as EXHIBIT DExhibit W, dated within thirty (30) days prior duly executed and acknowledged by Seller and Operating Lessee, with respect to all of Seller's right, title and interest in, to and under the Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably requireContracts; (fh) Duly executed Estoppel Certificates from the franchisor under the Franchise Agreement; provided that any such Estoppel Certificate shall be provided to Purchaser prior to Closing promptly following receipt by Seller of the same; (i) Certificates of title for any motor vehicles constituting a portion of the FF&E; (j) Franchisor Comfort Letters; (k) Subject to the provisions of Section 11.1, copies of the Liquor License for the Hotel; (l) All original Documents, to the extent in Seller's possession and control, including without limitation all keys, access cards and access combinations for the Hotel; (m) Certified copies of all charter documents, applicable corporate resolutions and certificates of incumbency with respect to Seller; (n) An affidavit dated as of the Closing Date, Seller in respect of accordance with Section 1445 of the Internal Revenue Code and such documentation as shall be required to comply with the reporting requirements of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereofSection 1099-S of the Code; and (go) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such Such other conveyance documents, certificates, deeds deeds, affidavits, and other instruments as such Purchaser or the Title Company may reasonably requirerequire to omit standard exceptions to title and to effectuate the transactions contemplated hereunder, including without limitation GAP undertakings, or as customarily given by sellers in connection with real or personal property with respect to the state in which the Property is located.

Closing Documents. Each A. At Closing, the applicable Seller set forth on Exhibit A-1 shall have execute and deliver or cause to be executed and delivered to the proper Purchaser the following with respect to its Propertydocuments: (ai) A good Special Warranty Deed transferring and sufficient deed with covenants against grantor's actsconveying to Buyer marketable, in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying fee simple title to such the Real Property, free from all liens and encumbrances other than subject to the Permitted Liens with respect to such Property;Exceptions. (bii) A ▇▇▇▇ of sale Sale for the Personal Property, which shall be made without covenant, warranty or representation by, or recourse against, Seller. (iii) Such affidavits, other evidence of title, partnership agreements, certificates of partnership, corporate articles, by-laws, certificates of good standing, resolutions, consents and assignment and assumption agreementthe like from Seller or other third parties as may be required by the Title Agent, on or in forms customarily used by the Title Agent, in order to issue the owner’s policy(ies) of title insurance as specified in Section 5 hereof, or as may be reasonably required by Buyer. (iv) An affidavit from each Seller, in form and substance reasonably satisfactory to such Title Agent, reaffirming Seller’s certification that Seller is not a foreign person under the Foreign Investment in Real Property Tax Act of 1980, as amended. (v) An Assignment of any and Purchaser, duly executed all Rights which Seller may have in and acknowledged by such Seller and Purchaser, with respect to the assignment and assumption Real Property. (vi) An Assignment of all intangibles relative to the operation of such Seller's the Assets. (vii) An Assignment and Assumption of Agreements and Leases, which shall provide for indemnification of Buyer by Seller relating to claims, cost, expenses, liabilities, etc., which accrue prior to Closing and indemnification of Seller by Buyer relating to the claims, cost, expenses, liabilities, etc., which accrue after Closing. (viii) An Assignment and Assumption of all right, title and interest inof Seller in and to any and all bookings, to contracts or other reservations for, and under the Intangible Property, the Debt Documents all Vouchers (as hereinafter defined) with respect to such the future use of guest rooms, recreational facilities, banquet facilities or meeting rooms or other facilities and services at any portion of the Real Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood any period from and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment); (c) To the extent the same are in any Seller's possession or control, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Property; (d) The Lease; (e) An estoppel certificate, substantially in the form attached hereto as EXHIBIT D, dated within thirty (30) days prior to after the Closing Date, executed together with any rents and/or other considerations related thereto (collectively, the “Bookings”), and all cash or cash equivalent deposits for the Bookings (other than any such deposits which have been irrevocably forfeited by the lender and such other parties to the Debt Documents as such Purchaser may reasonably require; (f) An affidavit dated depositing party as of the Closing DateDate and with respect to which Seller is no longer obligated to provide any goods or services). As used herein, the term “Vouchers” means any issued and outstanding certificate, coupon, comp card, promotional allowance, voucher or other writing that entitles the holder or bearer thereof to a credit (whether in respect a specified dollar amount or for a specified item, e.g., a meal, room night or round of Section 1445 golf) to be applied against the usual charge for rooms, meals, rounds of golf and/or such other goods or services. At the Closing, Buyer shall assume in writing all liability for, and Buyer shall accept title to the Real Property subject to, and Buyer shall honor the terms of, all outstanding Bookings (and related Vouchers) in existence at the time of Closing, provided that the Bookings and Vouchers are made in the ordinary course of business. True, correct and complete copies of the Internal Revenue Code existing Bookings and Vouchers will be provided by Seller to Buyer no later than three (3) business days prior to Closing. (ix) The Sand Lake Commons Land Lease. (x) The following amenities easements: the RR Amenities Easement, the Tunica Amenities Easement, the Seasons Amenities Easement. (xi) A closing statement setting forth the purchase price and all adjustments thereto. (xii) All other documents necessary or appropriate to complete the transaction herein contemplated. B. At Closing, Buyer shall execute and deliver or cause to be executed and delivered the following documents: (i) An Assignment and Assumption of 1986Agreements and Leases, which shall provide for indemnification of Buyer by Seller relating to claims, cost, expenses, liabilities, etc., which accrue prior to Closing and indemnification of Seller by Buyer relating to the claims, cost, expenses, liabilities, etc., which accrue after Closing. (ii) An Assignment and Assumption of all right, title and interest of Seller in and to any and all bookings, contracts or other reservations for, and all Vouchers (as amendeddefined above) with respect to the Bookings (as defined above), sufficient and all cash or cash equivalent deposits for the Bookings (other than any such deposits which have been irrevocably forfeited by the depositing party as of the Closing Date and with respect to which Seller is no longer obligated to provide one exemption under subdivision (b) thereof; andany goods or services). (giii) The Sand Lake Commons Land Lease. (iv) The following amenities easements: the RR Amenities Easement, the Tunica Amenities Easement, the Seasons Amenities Easement. (v) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity closing statement setting forth the purchase price and such all adjustments thereto. (vi) All other conveyance documents, certificates, deeds and other instruments as such Purchaser documents necessary or appropriate to complete the Title Company may reasonably requiretransaction herein contemplated.

Closing Documents. Each Seller Cayenta shall have delivered to the proper Purchaser received the following with respect to its Propertydocuments: (a) A good and sufficient deed with covenants against grantor's acts, in proper statutory form for recording, duly the Selling Shareholders shall have executed and acknowledged by such Seller, conveying title deliver to such Property, free from all liens Cayenta and encumbrances other than Assist a General Release in the Permitted Liens with respect to such Propertyform of Exhibit F; (b) A ▇▇▇▇ of sale Cayenta shall have received from the Selling Shareholders' and assignment and assumption agreement, in form and substance reasonably satisfactory to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaser, with respect to the assignment and assumption of all Assist's counsel an opinion of such Seller's right, title and interest in, to and under counsel substantially in the Intangible Property, the Debt Documents with respect to such Property, and any form of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment)Exhibit G; (c) To Assist shall have executed and deliver to Cayenta a certificate (the extent "Closing Certificate") setting forth the same are estimated Debt and the estimated Working Capital of Assist as of the Closing Date and that (A) each of the representations and warranties made by Assist and the Selling Shareholders in any Seller's possession or controlthis Agreement was accurate in all respects as of the date of this Agreement, original(B) except as expressly set forth in the Closing Certificate, fully executed copies each of the Specified Representations made by Assist and the Selling Shareholders in this Agreement is accurate in all respects as of the Closing Date as if made on the Closing Date and each of the other representations and warranties made by Assist and the Selling Shareholders in this 42. Agreement is accurate in all material documents respects as of the Closing Date (without giving effect to any materiality exception within the representation or warranty), (C) each of the covenants and agreementsobligations that Assist and the Selling Shareholders are required to have complied with or performed pursuant to this Agreement at or prior to the Closing has been duly complied with and performed in all respects, plans and specifications (D) except as expressly set forth in the Closing Certificate, each of the conditions set forth in Sections 8.4(b), 8.5, 8.7, 8.10, 8.11, 8.12 and contracts, licenses and permits pertaining to such Property8.13 has been satisfied in all respects; (d) The Lease; Assist shall have delivered to Cayenta a statement (ein such form as may be reasonably requested by counsel to Cayenta) An estoppel certificate, substantially in the form attached hereto as EXHIBIT D, dated within thirty (30) days prior conforming to the Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably require; (f) An affidavit dated as of the Closing Date, in respect requirements of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereof; and (g) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such other conveyance documents, certificates, deeds and other instruments as such Purchaser or the Title Company may reasonably require1.

Closing Documents. Each Seller The Lender shall have delivered received each of the following documents, all of which shall be satisfactory in form and substance to the proper Purchaser the following with respect to Lender and its Propertycounsel: (a1) A good and sufficient deed with covenants against grantor's acts, in proper statutory form for recordingthis Agreement, duly executed and acknowledged delivered by such Sellerthe Borrower; (2) the Notes, conveying title dated the Effective Date and duly executed and delivered by the Borrower; (3) certified copies of the articles of incorporation and by-laws of the Borrower as in effect on the Effective Date; (4) certified copies of all corporate action, including stockholder approval, if necessary, taken by the Borrower to such Propertyauthorize the execution, free from all liens delivery and encumbrances performance of this Agreement and the other than Loan Documents and the Permitted Liens borrowings under this Agreement; (5) certificates of incumbency and specimen signatures with respect to each of the officers of the Borrower who is authorized to execute and deliver this Agreement or any other Loan Document on behalf of the Borrower or any document, certificate or instrument to be delivered in connection with this Agreement or the other Loan Documents and to request borrowings under this Agreement; (6) a certificate evidencing the good standing of the Borrower in the jurisdiction of its incorporation and in each other jurisdiction in which it is qualified as a foreign corporation to transact business; (7) the Financing Statements duly executed and delivered by the Borrower, and evidence satisfactory to the Lender that the Financing Statements have been filed in each jurisdiction where such filing may be necessary or appropriate to perfect the Security Interest; (8) mortgages or leasehold mortgages, as the case may be, for the Lenexa Property, Olathe Property and Overland Park Property in form and substance acceptable to Lender in its discretion, duly executed by the appropriate parties, and evidence satisfactory to Lender that such mortgages have been recorded in each jurisdiction where such recording may be necessary or appropriate to perfect the Security Interest therein; (9) Subordination Agreements, if any, duly executed and delivered by the holders of any Subordinated Notes and the Borrower, together with copies of any such Subordinated Notes bearing a legend evidencing the subordination thereof to the Secured Obligations in form satisfactory to Lender; (10) landlords' and mortgagees' waiver and consent agreements, if any, duly executed on behalf of each landlord of any leased real property on which any Collateral is located; (11) a Schedule of Inventory and a Schedule of Equipment, each prepared as of December 31, 1999; (12) a Schedule of Receivables prepared as of a date not more than 3 days in advance of the Closing Date (13) appraisals of all Real Estate and Equipment (to the extent required by Lender), prepared by appraisers satisfactory to the Lender, establishing values at levels satisfactory to the Lender to support the Loans; (14) commitments for title insurance for the Real Property in form and substance satisfactory to the Lender showing Lender's first lien position on the fee interest for the Olathe Property, first lien on the leasehold interest for the Lenexa Property and second lien on the fee interest for the Overland Park Property; (15) environmental reports for the Real Estate satisfactory to Lender in its sole discretion; (16) surveys of the Real Estate certified to Lender satisfactory to Lender in its sole discretion; (17) certificates or binders of insurance relating to each of the policies of insurance covering any of the Collateral together with loss payable clauses which comply with the terms of SECTION 7.9(B); (18) the Assignment and Assumption Agreement ("ASSIGNMENT AGREEMENT") among KHC of Lenexa, L.L.C., DCI, UMB Bank, N.A., as trustee, the City of Lenexa, Kansas and the Bank, effective as of the date hereof, duly executed and delivered by the parties thereto; (19) the closing documentation relating to the Acquisition; (20) a Borrowing Base Certificate prepared as of the Effective Date duly executed and delivered by the chief financial officer of the Borrower; (21) a letter from the Borrower to the Lender requesting the Initial Loans and specifying the method of disbursement; (22) copies of all the financial statements referred to in Section 5.1(m) and meeting the requirements thereof; (23) a certificate of the President of the Borrower stating that, to the best of his knowledge and based on an examination sufficient to enable him to make an informed statement, (a) all of the representations and warranties made or deemed to be made under this Agreement are true and correct in all material respects as of the Effective Date, both with and without giving effect to the Loans to be made at such time and the application of the proceeds thereof, and (b) A no Default or Event of Default exists; (24) a signed opinion of Blackwell Sanders Peper ▇▇▇▇▇▇ of sale and assignment and assumption agreement▇▇P, in form and substance reasonably satisfactory ▇▇▇▇▇▇▇ ▇▇▇ the Borrower as the Lender shall deem necessary or desirable, opining as to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaser, matters in connection with respect to this Agreement as the assignment and assumption of all of such Seller's right, title and interest in, to and under the Intangible Property, the Debt Documents with respect to such Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment)Lender or its counsel may reasonably request; (c25) To a signed opinion of Logan Riley Carson & Kau▇, ▇.▇., ▇▇▇▇ C▇▇▇▇▇▇, ▇▇ining as to the extent tax-exempt status of the same are in any Seller's possession or control, original, fully executed copies interest on the Bonds as a result of all material documents the transactions contemplated by the Assignment Agreement and agreements, plans and specifications and contracts, licenses and permits pertaining as to such Property; (d) The Lease; (e) An estoppel certificate, substantially in the form attached hereto other matters as EXHIBIT D, dated within thirty (30) days prior to the Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser Lender may reasonably require; (f26) An affidavit dated as copies of each of the Closing Date, in respect of Section 1445 other Loan Documents duly executed by the parties thereto with evidence satisfactory to the Lender and its counsel of the Internal Revenue Code due authorization, binding effect and enforceability of 1986each such Loan Document on each such party and such other documents and instruments as the Lender may reasonably request; (27) the loan documents for the EXIMBANK Financing Documents, as amended, sufficient duly executed by the parties thereto satisfactory to provide one exemption under subdivision (b) thereofLender and EXIMBANK in their discretion; and (g28) A parties The stock pledge agreement in possession affidavitform satisfactory to Lender, mechanic's lien affidavitduly executed by ASI, a gap indemnity and such other conveyance documents, certificates, deeds and other instruments as such Purchaser or pledging all of the Title Company may reasonably require.stock of DCI to Lender;

Closing Documents. Each Seller shall have delivered The obligations of the Underwriters hereunder, as to the proper Purchaser Offered Debentures to be purchased at the following with respect Closing Time and as to the Over-Allotment Debentures to be purchased at the Closing Time or the Additional Closing Time, as applicable, shall be conditional upon all representations and warranties and other statements of the Corporation herein being, at and as of the Closing Time and the Additional Closing Time, as applicable, true and correct in all material respects, the Corporation having performed in all material respects, at the Closing Time and the Additional Closing Time, all of its Propertyobligations hereunder theretofore to be performed and the Underwriters receiving (unless receipt of any such document is waived in writing by the Lead Underwriters) at the Closing Time: (a) A good and sufficient deed with covenants against grantor's acts, in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying title favourable legal opinions of the Corporation’s counsel addressed to such Property, free from all liens and encumbrances other than the Permitted Liens with respect to such Property; (b) A ▇▇▇▇ of sale and assignment and assumption agreementUnderwriters, in form and substance reasonably satisfactory to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaserthe Underwriters, with respect to such matters as the assignment Underwriters may reasonably request relating to the offering of the Offered Debentures, the Corporation and assumption of all of such Seller's rightits Subsidiaries and the transactions contemplated hereby, title including, without limitation, that: (i) the Corporation has been duly continued and interest in, to and is validly subsisting under the Intangible Property, laws of the Debt Documents with respect to such PropertyProvince of Alberta, and any has all requisite corporate capacity, power and authority to carry on its business as now conducted by it and to own its properties and assets and is qualified to carry on business under the laws of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (the jurisdictions where it being understood and agreed that no carries on a material portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment)its business; (cii) To the extent form and terms of the same are definitive certificates representing the Common Shares and the Offered Debentures have been duly approved and adopted by the board of directors of the Corporation and comply with all legal requirements (including all applicable requirements of the TSX and NASDAQ) relating thereto and, in any Seller's possession or controlthe case of the form of definitive certificates representing the Offered Debentures, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Propertycomply with the Debenture Indenture; (diii) The Leasethe Corporation has all necessary corporate power and authority to enter into this Agreement and the Debenture Indenture and to perform its obligations set out herein and therein and this Agreement and the Debenture Indenture have been duly authorized, executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, subject to laws relating to creditors’ rights generally and except as rights to indemnity may be limited by applicable law; (eiv) An estoppel certificate, substantially in the form attached hereto as EXHIBIT D, dated within thirty (30) days prior to execution and delivery of this Agreement and the Closing Date, executed Debenture Indenture and the fulfillment of the terms hereof and thereof by the lender Corporation, and such other parties to the Debt Documents as such Purchaser may reasonably require; performance of and compliance with the terms of this Agreement and the Debenture Indenture by the Corporation does not and will not result in a breach of, or constitute a default under, and does not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default: (fA) An affidavit dated as under any applicable laws of the Closing Date, in respect Province of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereof; and (g) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such other conveyance documents, certificates, deeds and other instruments as such Purchaser Alberta or the Title Company may reasonably require.federal laws of Canada applicable therein;

Closing Documents. Each Seller (a) The Sellers' Obligations At the Closing, the Sellers shall have deliver or cause to be delivered to the proper Purchaser Buyer the following with respect to its Propertyfollowing, in such form as counsel for the Buyer may reasonably request: (a1) A good certified copies of resolutions of the Boards of Directors of Sellers, approving the execution, delivery and sufficient deed with covenants against grantor's acts, in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying title to such Property, free from all liens and encumbrances other than the Permitted Liens with respect to such Propertyperformance of this Agreement; (b2) A a certificate of an officer or officers of the Sellers that, to the best of his or her knowledge and except as he or she may therein specify, the warranties and representations of the Sellers set forth in this Agreement are true and correct in all material respects as of the Closing Date; (3) a corporate warranty deed to the real estate described in Exhibit 2.1(a), conveying marketable title in fee simple in such real estate to the Buyer, subject only to the exceptions, encumbrances and restrictions (i) referred to in Exhibit 5.7 as applicable to such real estate or (ii) approved by the Buyer's counsel; (4) an executed ▇▇▇▇ of sale and general assignment covering all of the personal property to be transferred hereunder, assignments of UTAS's interest in or obligations under all of the Assigned Contracts or the Assumed Liabilities in effect on the Closing Date, as the case may be, and assumption agreementsuch other documents as are, in form and substance reasonably satisfactory the reasonable opinion of counsel for the Buyer, necessary or desirable to such Seller and Purchaservest title to the Transferred Assets in the Buyer; (5) copies of any consents received to the assignments of the Assigned Contracts; (6) copies of UTAS' plan to comply with its obligations under Section 8.1 of the Hankook-▇▇▇▇▇▇▇ Joint Venture Agreement; (7) items identified in Section 3.3; and (8) notwithstanding any language in this Section 11.1 (a) to the contrary, duly executed and acknowledged by such Seller and Purchaseron or before the third business day immediately preceding the Closing Date, the Sellers shall deliver the ▇▇▇▇▇▇▇▇ Notice to the Buyer with respect to the assignment and assumption of all of such Seller's right, title and interest in, to and under the Intangible Property, the Debt Documents with respect to such Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment); (c) To the extent the same are in any Seller's possession or control, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Property; (d) The Lease; (e) An estoppel certificate, substantially in the form attached hereto as EXHIBIT D, dated within thirty (30) days prior to the Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably require; (f) An affidavit dated as of the Closing Date, in respect of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereof; and (g) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such other conveyance documents, certificates, deeds and other instruments as such Purchaser or the Title Company may reasonably require▇▇▇▇▇▇▇▇ Intercompany Financing.

Closing Documents. Each Seller shall have delivered The obligations of the Underwriters hereunder, as to the proper Purchaser Offered Shares to be purchased at the following with respect Closing Time or Additional Closing Time, as applicable, shall be conditional upon all representations and warranties and other statements of the Corporation herein being, at and as of the Closing Time or Additional Closing Time, as applicable, true and correct in all material respects, the Corporation having performed in all material respects, at the Closing Time or Additional Closing Time, as applicable, all of its obligations hereunder theretofore to its Propertybe performed and the Underwriters receiving at the Closing Time or Additional Closing Time, as applicable: (a) A good and sufficient deed with covenants against grantor's acts, in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying title favourable legal opinions of the Corporation’s Canadian Counsel addressed to such Property, free from all liens and encumbrances other than the Permitted Liens with respect to such Property; (b) A ▇▇▇▇ of sale and assignment and assumption agreementUnderwriters, in form and substance reasonably satisfactory to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaserthe Underwriters, with respect to such matters as the assignment Underwriters may reasonably request relating to the offering of the Offered Shares and assumption the Corporation and the transactions contemplated hereby, including, without limitation, that: (i) the Corporation has been duly incorporated, amalgamated or formed, as the case may be, and is validly subsisting under the laws of the jurisdiction of its incorporation, amalgamation or formation, as the case may be, and has all requisite corporate capacity, power and authority to carry on its business as now conducted by it and to own its properties and assets and is qualified to carry on business under the laws of the jurisdictions where it carries on a material portion of its business; (ii) the Corporation has full corporate power and authority to enter into this Agreement and to perform its obligations set out herein and this Agreement has been duly authorized, executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, subject to laws relating to creditors’ rights generally and except as rights to indemnity may be limited by applicable law; (iii) the execution and delivery of this Agreement and the fulfillment of the terms hereof by the Corporation, and the performance of and compliance with the terms of this Agreement by the Corporation does not and will not result in a breach of, or constitute a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default: (A) under any applicable laws of the Province of Alberta or the federal laws of Canada applicable therein; (B) under any term or provision of the articles, by-laws or other constating documents, as applicable, of the Corporation or, of which counsel is aware, any resolutions of the shareholders or directors (or any committee thereof) of the Corporation; (C) of which counsel is aware, any indenture, mortgage, note, contract, agreement (written or oral), instrument, lease or other document to which the Corporation is a party or by which it is bound on the Closing Date; or (D) of which counsel is aware, any judgment, decree or order, of any court, governmental agency or body or regulatory authority having jurisdiction over the Corporation or its properties or assets; (iv) the form and terms of the definitive certificate representing the Common Shares (including the Offered Shares) have been duly approved and adopted by the board of directors of the Corporation and comply with all legal requirements (including all applicable requirements of the TSX) relating thereto; (v) the Offered Shares have been duly and validly created, allotted and issued as fully paid and non-assessable Common Shares and the Over-Allotment Option has been duly and validly created and authorized; (vi) the attributes of the Offered Shares and the Over-Allotment Option conform in all material respects with the description thereof contained in the Preliminary Prospectuses and the Prospectuses; (vii) the Offered Shares are eligible investments as set out under the heading “Eligibility for Investment” in the Canadian Preliminary Prospectuses and the Canadian Final Prospectuses; (viii) all necessary documents have been filed, all necessary proceedings have been taken and all legal requirements have been fulfilled as required under the Canadian Securities Laws in order to qualify the Offered Shares for distribution and sale to the public in each Qualifying Province by or through investment dealers and brokers duly registered under the applicable laws of such Seller's right, title provinces who have complied with the relevant provisions of such Canadian Securities Laws and interest in, to qualify the Over-Allotment Option for distribution to the Underwriters in each of the Qualifying Provinces; (ix) the Corporation is a “reporting issuer” in the Province of Alberta and is not listed as being in default of any requirement of the Securities Act (Alberta) and the regulations thereunder in the list of reporting issuers maintained by the ASC and has a similar status under the Intangible PropertyCanadian Securities Laws of each of the other Qualifying Provinces. (x) the Corporation has the necessary corporate power and authority to execute and deliver the Prospectuses and all necessary corporate action has been taken by the Corporation to authorize the execution and delivery by it of the Prospectuses and the filing thereof, as the case may be, in each of the Qualifying Provinces in accordance with Canadian Securities Laws; (xi) the Offered Shares are conditionally accepted for listing and, upon notification to the TSX of the issuance and sale thereof and fulfillment of the conditions of the TSX, will be issued and posted for trading on the TSX; (xii) as to the authorized and issued capital of the Corporation; (xiii) Computershare Trust Company of Canada at its principal offices in ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, has been duly appointed the transfer agent and registrar for Common Shares (including the Offered Shares); (xiv) the statements in the Registration Statement under “Part II — Information Not Required to be delivered to Offerees or Purchasers — Indemnification of Directors and Officers” and “Certain Canadian Income Tax Considerations” in the Preliminary Prospectuses and the Prospectuses, insofar as such statements summarize legal matters are fair summaries of such legal matters in all material respects; and as to all other legal matters, including compliance with Canadian Securities Laws in any way connected with the issuance, sale and delivery of the Offered Shares as the Underwriters may reasonably request. It is understood that the respective counsel may rely on the opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than where they are qualified to practice law, and on certificates of officers of the Corporation, the Debt Documents transfer agent and the Corporation’s auditors as to relevant matters of fact; (b) a favourable legal opinion of the Corporation’s U.S. Counsel addressed to the Underwriters, in form and substance acceptable to the Underwriters and their counsel, acting reasonably, with respect to such Propertymatters as the Underwriters may reasonably request relating to the offering of the Offered Shares and the Corporation and the transactions contemplated hereby, including, without limitation, the opinions set out in Schedule “D”. In addition to rendering the opinions set forth in Schedule “D”, the Corporation’s U.S. Counsel shall also include a “negative assurance” statement substantially in the form set forth in Schedule “D”. (c) legal opinions or letters from Torys LLP, the Underwriters’ Canadian counsel and any of such Seller's FurnishingsSkadden, Fixtures and Equipment Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, the Underwriters’ U.S. counsel, dated the Closing Date, with respect to such Property (it being understood and agreed that no portion matters as the Underwriters may reasonably request relating to the offering of the Purchase Price is allocated to Furnishings, Fixtures Offered Shares and Equipment); (c) To the extent Corporation and the same are in any Seller's possession or control, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Propertytransactions contemplated hereby; (d) The Leasea certificate of the Corporation dated the Closing Date or Additional Closing Date, as applicable, addressed to the Underwriters and signed on behalf of the Corporation by the President and Chief Executive Officer and Executive Vice-President, Finance and Chief Financial Officer of the Corporation or such other officers or directors of the Corporation satisfactory to the Underwriters, acting reasonably, certifying that: (i) the Corporation has complied with and satisfied in all material respects all terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to the Closing Time or Additional Closing Time, as applicable; (ii) the representations and warranties of the Corporation set forth in this Agreement are true and correct in all material respects (except where qualified by materiality, in all respects) at the Closing Time or Additional Closing Time, as applicable, as if made at such time; and (iii) no event of a nature referred to in subsection 11(a)(i), 11(a)(ii), 11(a)(iii) or 11(a)(vi) has occurred or to the knowledge of such officer is pending, contemplated or threatened (excluding any requirement to make any determination as to any Underwriter’s opinion); and each certification is itself a condition to the obligations of the Underwriters hereunder as to the Offered Shares to be purchased at the Closing Time or Additional Closing Time, as applicable, provided that the delivery of such certificates in the manner contemplated above does not constitute satisfaction of this condition if the Underwriters have knowledge to the contrary; (e) An estoppel certificatea comfort letter of each of the Corporation’s auditors, substantially including the auditors of Angle, addressed to the Underwriters and dated the Closing Date or Additional Closing Date as applicable, satisfactory in form and substance to the Underwriters, acting reasonably, bringing the information contained in the form attached hereto comfort letters referred to in subsection 4(c) hereof up to the Closing Time or Additional Closing Time, as EXHIBIT Dapplicable, dated within thirty (30) days which comfort letter shall be not more than two Business Days prior to the Closing Date or Additional Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably requireapplicable; (f) An affidavit dated as written confirmation from the TSX and the NYSE MKT in customary form that the Offered Shares will at the Closing Time be listed and posted for trading in the Exchange, and all conditions other than completion of the Closing and notification thereof to the Exchange shall have been met to permit the Offered Shares to be posted for trading on the Closing Date, in respect of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereof; and (g) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such other conveyance documentscertificates and documents as the Underwriters may request, certificates, deeds and other instruments as such Purchaser or the Title Company may reasonably requireacting reasonably.

Closing Documents. Each Seller shall have delivered to the proper Purchaser the following with respect to its Property: (a) A good and sufficient deed with covenants against grantor's actsAt or prior to the Closing, in proper statutory form for recordingthe Partnership shall deliver to Home Properties the following, duly executed and acknowledged by such Seller, conveying title to such Property, free from all liens and encumbrances other than the Permitted Liens with respect to such Property; (b) A ▇▇▇▇ each of sale and assignment and assumption agreement, which shall be in form and substance reasonably satisfactory to Home properties: (1) an estoppel certificate from the Existing Lender confirming that there is no default under the Existing Loan, and that there exists no event that with the passage of time or the giving of notice, or both, would constitute such Seller a default; (2) any and Purchaserall affidavits, duly executed certificates or other documents reasonably and acknowledged customarily required by such Seller the Title Company in order to cause it to issue the title policy regarding the Property in the form and Purchaser, with respect condition required by this Agreement; (3) an update of the Rent Roll pertaining to the assignment and assumption Property (including a listing of all of such Seller's right, title delinquent and interest in, to and under the Intangible Property, the Debt Documents with respect to such Propertyprepaid rents, and any all security deposits (including all interest due to tenants pursuant to Michigan or other applicable laws), dated as of such Seller's Furnishings(or as close as reasonably practicable to) the Closing Date, Fixtures and represented and certified by the Partnership to be true, accurate, complete and correct in all material respects; (4) to the extent in the possession of the Partnership all of the original Leases, Service Contracts and Equipment with respect Leases (such materials shall remain at the rental office and need not be brought to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipmentclosing); (c5) To all keys to the extent Property in the same are possession of the Partnership, which shall be remain at the rental office and need not be brought to closing; (6) duly executed certificates of title, and other transfer documents, with regard to any vehicle owned by the Partnership; (7) a certified copy of the Certificate of Limited Partnership of the Partnership, and such other evidence of the Partnership's power and authority as the title company may reasonably request; (8) a letter to each of the tenants in any Sellerthe Property advising them of the transfer of the Security Deposits, and directing that rentals or other payments thereafter be paid to a payee designated by Home Properties; (9) such existing maintenance records in the Partnership's possession or control, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining control in regard to such Property; the Property which Home Properties may request not later than five (d) The Lease; (e) An estoppel certificate, substantially in the form attached hereto as EXHIBIT D, dated within thirty (305) days prior to the Closing Date, executed by Date (which shall be delivered at the lender and such other parties to the Debt Documents as such Purchaser may reasonably requireProperty); (f10) An affidavit dated the currently effective Licenses regarding the Property, or other reasonably acceptable evidence of the right to use and occupy the Property; (11) signed notices to each utility service provider, advising of the change in address for billing purposes; (12) a signed counterpart of the Lock-Up Agreement; (13) a signed counterpart of the Registration Rights Agreement; (14) a signed counterpart of the Amendment to the Operating Partnership Agreement admitting the Unit Partners as limited partners of Home Properties (the "Amendment"); (15) a statement of the aggregate amount of the Security Deposits (with interest) as shown on the updated Rent Roll, which amount shall be adjusted as more fully provided in Section 17 (d); (16) such additional documentation as Home Properties, or the Title Company, may reasonably deem necessary or desirable in order to effectuate the transaction contemplated by this Agreement; (1) a signed counterpart of the Escrow Agreement-Reserve Amount in form substantially similar to EXHIBIT H and (18) a signed counterpart of the Escrow Agreement - Liabilities Reserve in the form substantially similar to EXHIBIT I. (b) At the Closing, Home Properties shall deliver to the Partnership the following, each of which shall be in form and substance satisfactory to such Partnership: (1) proof of the issuance of the OP Units allocated to the Unit Partners (by and through the execution and delivery of the Amendment, which shall evidence and reflect the ownership of the OP Units by such Partners); (2) proof of the payment of cash allocated to the Partners who have elected to receive cash in exchange for their Interests; (3) a receipt for the Security Deposits [acknowledged by the deduction described in Section 17 (d)] ; (4) a certificate of the Secretary of HME certifying that the Board of Directors of HME have duly adopted resolutions authorizing the transaction contemplated by this Agreement, and the execution of all of the Closing Date, documents to be executed and delivered by Home Properties pursuant to this Agreement; (5) a sworn statement on behalf of HME certifying that the person signing documents in respect connection with the transaction contemplated by this Agreement on behalf of Section 1445 Home Properties is authorized to do so; (6) a signed counterpart of the Internal Revenue Code Registration Rights Agreement; (7) a signed counterpart of 1986the Lock-Up Agreement; (8) a signed counterpart of the Amendment; (9) signed counterparts of all other documents listed in Section 16(a) required to be signed by Home Properties; (10) a certified copy of the Operating Partnership Agreement; (11) on behalf of HME, as amendeda certificate of good standing from the Secretary of State of Maryland; (12) on behalf of Home Properties, sufficient to provide one exemption under subdivision (b) thereofa certificate of good standing from the Secretary of State of New York; and (g13) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such other conveyance documents, certificates, deeds and other instruments additional documentation as such Purchaser or the Title Company Partnership may reasonably requiredeem necessary to effectuate the transaction set forth in this Agreement.

Closing Documents. Each Seller ‌ The obligations of the Agent hereunder shall have delivered be conditional upon all representations and warranties and other statements of the Corporation herein being, at and as of the Closing Time, true and correct in all material respects, the Corporation having performed in all material respects, at the Closing Time, all of its obligations hereunder theretofore to be performed and the Agent receiving at the Closing Time and the delivery by the Corporation to the proper Purchaser the following with respect to its PropertyAgent of: (a) A good and sufficient deed with covenants against grantor's acts, in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying title favourable legal opinions of the Corporation’s counsel addressed to such Property, free from all liens and encumbrances other than the Permitted Liens with respect to such Property; (b) A ▇▇▇▇ of sale and assignment and assumption agreementAgent, in form and substance reasonably satisfactory to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaserthe Agent, with respect to such matters as the assignment Agent may reasonably request relating to the Corporation, the offering of the Offered Shares and assumption the transactions contemplated hereby, including, without limitation, that: (i) the Corporation and each of the material Subsidiaries, have been duly created, incorporated or amalgamated, as the case may be, and are validly subsisting and have all requisite corporate capacity, power and authority to own and lease its properties and assets and to carry on their respective businesses as now conducted by them and as described in the Prospectuses and are qualified to carry on business under the laws of each of the jurisdictions in which they carry on a material portion of their respective businesses; (ii) the Corporation has full corporate power and authority to enter into this Agreement and the Broker Warrant Certificates and to perform its obligations set out herein and therein, and this Agreement has been and the Broker Warrant Certificates will, on the Closing Date, be, duly authorized, executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with their terms, except that the validity, binding effect and enforceability of the terms of agreements and documents are subject to the qualification that such validity, binding effect and enforceability may be limited by: (A) applicable bankruptcy, insolvency, moratorium, reorganization or other laws affecting creditors’ rights generally; (B) equitable remedies, including the remedies of specific performance and injunctive relief, being available only in the discretion of the applicable court; (C) the statutory and inherent powers of a court to grant relief from forfeiture, to stay execution of proceedings before it and to stay executions on judgments; (D) the applicable laws regarding limitations of actions; (E) enforceability of provisions which purport to sever any provision which is prohibited or unenforceable under applicable law without affecting the enforceability or validity of the remainder of such Seller's rightdocument would be determined only in the discretion of the court; (F) enforceability of the provisions exculpating a party from liability or duty otherwise owed by it may be limited under applicable law; and (G) the rights to indemnity, title contribution and interest inwaiver under the documents which may be limited or unavailable under applicable law; (iii) the execution and delivery of this Agreement and the fulfillment of the terms hereof by the Corporation, and the performance of and compliance with the terms of this Agreement and the Broker Warrant Certificates by the Corporation does not and will not result in a breach of, or constitute a default under, and does not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under: (A) any applicable laws of the Province of Alberta or the federal laws of Canada applicable therein; (B) any term or provision of the notice of articles, articles or other constating documents, as applicable, of the Corporation; (C) of which counsel is aware, any resolutions of the shareholders or directors (or any committee thereof) of the Corporation; (D) of which counsel is aware, any indenture, mortgage, note, contract, agreement (written or oral), instrument, lease or other document to which the Corporation is a party or by which it is bound; or (E) of which counsel is aware, any judgment, decree or order, of any court, governmental agency or body or regulatory authority having jurisdiction over or binding the Corporation or its properties or assets or would impair the ability of the Corporation to consummate the transactions contemplated hereby or to duly observe and perform any of its covenants or obligations contained in this Agreement and the Broker Warrant Certificates; (iv) the Offered Shares have been validly issued as fully paid and, if applicable, non- assessable securities of the Corporation; (v) the Corporation is a reporting issuer in each of the Qualifying Provinces, and is not included in a list of defaulting reporting issuers maintained pursuant to the applicable securities legislation of such provinces, and is eligible to participate in NI 44-101 in each of the Qualifying Provinces; (vi) the attributes of the Offered Shares conform in all material respects with the description thereof contained in the Prospectuses; (vii) the Offered Shares are “qualified investments” as set out under the heading “Eligibility for Investment” in the Prospectuses; (viii) all necessary documents have been filed, all necessary proceedings have been taken and all legal requirements have been fulfilled as required under the Applicable Securities Laws of each of the Qualifying Provinces in order to qualify the Offered Shares for distribution and sale to the public in each of such Qualifying Provinces by or through persons duly registered under the Applicable Securities Laws of such provinces who have complied with the relevant provisions of such Applicable Securities Laws; (ix) the Corporation has the necessary corporate power and authority to execute and deliver the Prospectuses and all necessary corporate action has been taken by the Corporation to authorize the execution and delivery by it of the Prospectuses and the filing thereof, as the case may be, in each of the Qualifying Provinces in accordance with Applicable Securities Laws in the Qualifying Provinces; (x) the Offered Shares are conditionally approved for listing and subject only to customary post-closing conditions; (xi) Odyssey Trust Company, at its principal offices in Vancouver, British Columbia has been duly appointed the transfer agent and registrar for each of the Common Shares and; (xii) the form and terms of the definitive certificates representing each of the Common Shares have been duly approved and adopted by the board of directors of the Corporation and comply with all legal requirements (including the requirements of the Exchange) relating thereto; and (xiii) the authorized and issued capital of the Corporation. It is understood that the respective counsel may rely on the opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than where they are qualified to practice law, and on certificates of officers of the Corporation, the transfer agent and the Corporation’s auditor as to relevant matters of fact; (b) if any Offered Shares are sold in the United States, a favourable legal opinion, in form and substance reasonably satisfactory to the Agent, which opinion may be subject to usual and customary qualifications for opinions of this type, to and the effect that no registration under the Intangible Property, U.S. Securities Act is required for the Debt Documents with respect to such Property, offer and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion sale of the Purchase Price is allocated to FurnishingsOffered Shares in the United States in accordance with the terms of this Agreement, Fixtures and Equipment)including Schedule “A” attached hereto; (c) To a certificate of the extent Corporation dated the same are Closing Date addressed to the Agent and signed on behalf of the Corporation by the Chief Executive Officer and the Chief Financial Officer of the Corporation or such other officers of the Corporation satisfactory to the Agent, acting reasonably, certifying, on behalf of the Corporation and without personal liability, that: (i) the Corporation has, in any Seller's possession or control, original, fully executed copies of all material documents respects, complied with and agreementssatisfied all terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to the Closing Time; (ii) the representations and warranties of the Corporation set forth in this Agreement are true and correct in all material respects at the Closing Time (except for those representations and warranties that are subject to a materiality qualification, plans which are to be true and specifications correct as of the Closing Time in all respects), as if made at such time; (iii) no event of a nature referred to in subsection 5(a)5(b), 11(a)(i), 11(a)(ii) or 11(a)(iii) has occurred or to the knowledge of such officer is pending, contemplated or threatened (excluding any requirement to make any determination as to any Agent’s opinion); (iv) there have been no material changes to the Due Diligence Responses not disclosed to the Agent, in writing; and (v) such other matters as may be reasonably requested by the Agent or the Agent’s counsel; and contracts, licenses each such statement shall be true and permits pertaining the Agent shall have no knowledge to such Propertythe contrary; (d) The Leasea comfort letter of the Corporation’s auditor and those other auditors required to provide a “comfort letter” pursuant to subsection 3(c) addressed to the Agent and dated the Closing Date satisfactory in form and substance to the Agent, acting reasonably, bringing the information contained in the comfort letters referred to in subsection 3(c) hereof up to the Closing Time which comfort letters shall be not more than two Business Days prior to the Closing Date; (e) An estoppel certificate, substantially in the form attached hereto as EXHIBIT D, dated within thirty (30) days prior to the Closing Date, an executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably requiredelivered copy of each Lock-Up Agreement; (f) An affidavit dated as evidence satisfactory to the Agent that the Corporation has obtained all necessary third party approvals and all necessary approvals of the Closing DateExchange for the issuance of the Offered Shares and the issuance and listing of the Offered Shares, subject only to the filing of the Prospectuses and ancillary documentation in respect of Section 1445 the Offered Shares and required documents which are in the possession of the Internal Revenue Code Corporation on the Closing Date and payment of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereofapplicable fees; and (g) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such other conveyance documentscertificates and documents as the Agent may request, certificates, deeds and other instruments as such Purchaser or the Title Company may reasonably requireacting reasonably.

Closing Documents. Each Seller shall have delivered deliver to Purchaser on the proper Purchaser the following with respect to its PropertyClosing Date: (ai) A good and sufficient deed with covenants against grantor's acts, in proper statutory form for recording, duly executed special warranty deed conveying the Real Property and acknowledged by such Seller, conveying title Improvements to such PropertyPurchaser, free from and clear of all liens and encumbrances other than the Permitted Liens with respect to such PropertyTitle Exceptions (the “Deed”); (bii) A duly executed ▇▇▇▇ of sale and assignment and assumption agreement, in form and substance reasonably satisfactory to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaser, with respect to the assignment and assumption of all of such Seller's right, title and interest in, to and under the Intangible Property, the Debt Documents with respect to such Property, and Sale for any of such Seller's Furnishings, Fixtures and Equipment with respect to such Personal Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment); (c) To the extent the same are in any Seller's possession or control, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Property; (d) The Lease; (e) An estoppel certificate, substantially in the form attached hereto as EXHIBIT D, dated within thirty (30) days prior to the Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably requireExhibit C; (fiii) An assignment of the Facility Lease, in the form attached as Exhibit D (the “Lease Assignment”). (iv) Such additional bills of sale, certificates of title and other appropriate instruments of assignment and conveyance, in form mutually but reasonably satisfactory to Purchaser and Seller, dated as of the Closing, conveying all title to the Assets, free and clear of all liens, liabilities, security interests or encumbrances except as otherwise permitted herein; (v) Evidence of the authority of Seller to execute and deliver the Seller Documents in order to effectuate the Closing; (vi) Duly executed affidavit dated in form reasonably satisfactory to the Title Company and to Seller sufficient in form to obtain the Title Policy, without exception for mechanic’s, materialman’s or other statutory liens arising by, through or under Seller; (vii) A closing statement setting forth in reasonable detail the financial transactions contemplated by this Agreement, including, without limitation, the Purchase Price, all prorations, and the allocation of costs specified herein (“Closing Statement”), duly executed by Seller; (viii) A duly executed bring-down certificate in form reasonably acceptable to Purchaser, reaffirming that the representations and warranties of Seller are true and correct as of the Closing Date, in respect ; (ix) A duly executed certificate and affidavit of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision non-foreign status; (bx) thereofThe original Facility Lease; and (gxi) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such Any other conveyance documents, certificates, deeds and other instruments as such Purchaser or documents reasonably required by the Title Company may reasonably requireCompany.

Closing Documents. Each The Seller shall have delivered to the proper Purchaser execute and deliver the following with respect to its Propertydocuments at Closing: (a) A good and sufficient deed with covenants against grantor's acts, in proper statutory form Special Warranty Deed for recording, duly executed and acknowledged by such Seller, conveying title to such the Real Property, free from all liens and encumbrances other than subject only to the Permitted Liens with respect to such Property;Encumbrances. (b) Owner’s affidavit affirming that no labor has been performed on the Parcel by Seller within one hundred twenty (120) days prior to the Closing Date (or if work has been performed certifying as to payment in full) and that there are no outstanding liens or rights to claim liens against the Real Property resulting from the actions of Seller. (c) Executed closing statement itemizing the dollar amount of all financial matters relating to the Closing, including the adjustments and prorations provided herein. (d) A FIRPTA affidavit. (e) A Termination of Lease in substantially the same form as Exhibit B attached hereto which shall provide that all of the obligations of Landlord and Tenant under the Lease arising from and after Closing are terminated. (f) A ▇▇▇▇ of sale and assignment and assumption agreement, in form and substance reasonably satisfactory to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaser, Sale with respect to the assignment Personal Property (if any) to be conveyed hereunder, free and assumption clear of all liens, claims and encumbrances. (g) Assignment of those of the Contracts that Buyer notifies Seller in writing it wishes to assume; Seller shall terminate all other Contracts. (h) Assignment of Warranties, such Seller's right, title and interest in, assignment to and be without warranty or recourse unless made by Seller as landlord under the Intangible PropertyLease. (i) With respect to each entity that is a Seller, evidence of Seller’s authority as is reasonably requested by Buyer or the Title Company. (j) A return of any Letter of Credit (as defined in the Lease) held by Seller. Buyer shall execute and/or deliver, as applicable, the Debt Documents with respect to such Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property following at Closing: (it being understood and agreed that no portion a) The balance of the Purchase Price is allocated in immediately available funds, as adjusted pursuant to Furnishings, Fixtures Section 2 and Equipment);Section 8 of this Agreement. (b) A Termination of the Lease in substantially the same form as Exhibit B attached hereto which shall provide that all of the obligations of Landlord and Tenant under the Lease arising from and after Closing are terminated. (c) To Executed closing statement, itemizing the extent the same are in any Seller's possession or control, original, fully executed copies dollar amount of all material documents financial matters related to the Closing, including the adjustments and agreements, plans and specifications and contracts, licenses and permits pertaining to such Property;prorations provided for herein. (d) The Lease; (e) An estoppel certificate, substantially Such other documents as may be reasonably necessary or desirable in consummating the form attached hereto as EXHIBIT D, dated within thirty (30) days prior to the Closing Date, executed transaction contemplated by the lender and such other parties to the Debt Documents as such Purchaser may reasonably require; (f) An affidavit dated as Agreement, including evidence of the Closing Date, in respect of Section 1445 authority of the Internal Revenue Code person(s) executing the closing documents on behalf of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereof; and (g) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such other conveyance documents, certificates, deeds and other instruments as such Purchaser or the Title Company may reasonably requireBuyer.

Closing Documents. Each Seller shall have delivered execute, acknowledge (if necessary) and deliver originals of the following documents to the proper Purchaser the following with respect to its PropertyEscrow Agent: (a) 9.2.1.1 A good Special Warranty Deed in the form and sufficient deed with covenants against grantor's acts, in proper statutory form for recording, duly executed and acknowledged by such Sellersubstance of Exhibit C, conveying title the Land and Improvements to such PropertyPurchaser in fee simple utilizing the legal description for the Land set forth on Exhibit A hereto, free from all liens and encumbrances other than subject only to the Permitted Liens with respect Exceptions, and subject to such Propertythe provisions of Section 3.2 above (the “Deed”); (b) 9.2.1.2 A ▇Blanket Conveyance, B▇▇▇ of sale Sale, and assignment and assumption agreement, Assignment in the form and substance reasonably satisfactory of Exhibit D, whereby Seller conveys to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaser, with respect to the assignment and assumption of Purchaser all of such Seller's ’s right, title and interest inin and to the Personal Property, if any, free and clear of all liens and encumbrances except Permitted Exceptions (subject to the provisions of Section 3.2 above), and Seller assigns to Purchaser, and Purchaser assumes, all of Seller’s rights and obligations under the Intangible PropertyService Contracts, the Debt Documents with respect to such PropertyPermits, Goodwill and Intellectual Property Rights, and any of such Seller's Furnishings, Fixtures and Equipment with respect Other Rights to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment); (c) To the extent the same are in any Seller's possession or control, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Propertyassignable; (d) The Lease; (e) 9.2.1.3 An estoppel certificate, substantially Assignment of Landlord’s Interest in Leases in the form attached hereto and substance of Exhibit E, whereby Seller assigns to Purchaser, and Purchaser assumes, all of Seller’s rights and obligations under the Leases as EXHIBIT D, dated within thirty (30) days prior to the Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably requireset forth therein; (f) An affidavit dated 9.2.1.4 A Certificate of Non-Foreign Status; 9.2.1.5 A certificate that all of Seller’s representations and warranties in this Agreement are true and correct in all material respects as of the Closing Date, Date in respect the form and substance of Section 1445 Exhibit F; 9.2.1.6 A settlement statement showing all of the Internal Revenue Code payments, adjustments and prorations provided for in Section 9.5 and otherwise agreed upon by Seller and Purchaser; 9.2.1.7 An affidavit for the benefit of 1986, the Title Company on the Title Company’s standard form. Seller shall also deliver to the Title Company such evidence as amended, sufficient may be reasonably required by the Title Company with respect to provide one exemption under subdivision (bthe authority of the person(s) thereofexecuting the deed of conveyance; and (g) A parties 9.2.1.8 Documents required by Existing Lender in possession affidavit, mechanic's lien affidavit, a gap indemnity and such other conveyance documents, certificates, deeds and other instruments as such Purchaser or connection with the Title Company may reasonably requireLoan Assumption.

Closing Documents. Each Seller The documents to be delivered in connection with the sale and purchase of the Loan Interests, the Ciena Loan Interest and the Option Loan Interests shall have delivered consist of (i) in the case of documents relating to the proper Purchaser sale and purchase of the Loan Interests, fully executed originals (unless otherwise specified) of the following documents delivered on the date hereof (the “Closing Documents”), (ii) in the case of documents related to the sale and purchase of the Ciena Loan Interest, fully executed originals (unless otherwise specified) of the following documents delivered on the Ciena Loan Closing Date (the “Ciena Loan Closing Documents”), and (iii) in the case of documents relating to the sale and purchase of any Option Loan Interests, fully executed originals (unless otherwise specified) of the following documents related to such Option Loan Interests to be delivered on the applicable Option Loan Closing Date (with respect to its Property:each Option Loan Closing Date, the “Option Loan Closing Documents”): (a) A good to the extent applicable and sufficient deed with covenants against grantor's actsin Seller’s possession, in proper statutory form for recordingthe original note (or, duly executed and acknowledged by if such Sellernote is unavailable, conveying title to such Property, free from all liens and encumbrances other than the Permitted Liens an affidavit of lost note) with respect to such Propertyeach Loan, the Ciena Loan or the relevant Option Loan, as the case may be, endorsed to the order of Buyer by allonge, substantially in the form annexed hereto as Exhibit 8(a), shall be delivered to Buyer; (b) A ▇▇▇▇ of sale to the extent applicable and assignment and assumption agreementin Seller’s possession, in form and substance reasonably satisfactory to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaser, the original mortgage with respect to the assignment and assumption of all of such Seller's right, title and interest in, to and under the Intangible Propertyeach Loan, the Debt Documents Ciena Loan or the relevant Option Loan, as the case may be, with respect evidence of recording thereon (or, if the original mortgage is not in Seller’s possession, a copy thereof) shall be delivered to such Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment)Buyer; (c) To to the extent applicable, an Assignment of Mortgage or Deeds of Trust, as applicable, with respect to each Loan, the same are Ciena Loan or the relevant Option Loan, as the case may be, executed in any Seller's possession or controlfavor of Buyer, originalsubstantially in the form annexed hereto as Exhibit 8(c), fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining shall be delivered to such PropertyBuyer; (d) The Leasewith respect to each Loan, the Ciena Loan or the relevant Option Loan, as the case may be, the Assignment of Documents and Collateral substantially in the form annexed hereto as Exhibit 8(d) (or such other form of assignment agreement required by the terms of, or required by the agent with respect to, such Loan, the Ciena Loan or such Option Loan), executed in favor of Buyer, shall be delivered to Buyer; (e) An estoppel certificatean assignment of the UCC-1 financing statements, substantially in if any, with respect to each Loan, the form attached hereto Ciena Loan or the relevant Option Loan, as EXHIBIT Dthe case may be, dated within thirty (30) days prior from Seller to the Closing Date, executed by the lender and such other parties Buyer shall be delivered to the Debt Documents as such Purchaser may reasonably requireBuyer; (f) An affidavit dated to the extent in Seller’s possession, the original Loan Agreements identified on Schedule 2(a), the original Ciena Loan Agreements identified on Schedule 2(b) or the relevant Option Loan Agreements identified on Schedule 2(c), as the case may be, (or, if an original is not in Seller’s possession, a copy thereof) shall be delivered to Buyer; (g) a notification to the agent with respect to each Loan, the Ciena Loan or the relevant Option Loan, as the case may be, as to which Seller is not the sole lender of record, as identified on Schedule 1(a) (with respect to the Closing DateLoans), Schedule 1(b) (with respect to the Ciena Loan) or the relevant Option Loan Schedule attached hereto, stating that such Loan, the Ciena Loan or the relevant Option Loan, as the case may be, has been sold to Buyer pursuant to this Agreement, shall be delivered to Buyer or Buyer’s counsel; provided, however, that the foregoing notification need not be provided to the extent the relevant agent has otherwise provided its consent with regard to the transactions contemplated hereby; (h) the written notice contemplated by Section 1(d), (1(e) or 1(f) hereof, as applicable, shall be delivered to Buyer or Buyer’s counsel; (i) solely with respect to the Ciena Loan Interest, a form of transfer with respect to transferring the Ciena LCs to Buyer (the “Transfer Form”), and a bank check to be drawn against an account of Seller in an amount not to exceed $600.00 (and made out to ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA) for purposes of processing the Transfer Form, shall be delivered to Buyer; (j) such other assignments, instruments of transfer, and other documents as Buyer may reasonably require in order to complete the transactions contemplated hereunder or to evidence compliance by Seller with the covenants, agreements, representations and warranties made by it hereunder, in respect of Section 1445 of the Internal Revenue Code of 1986each case, as amended, sufficient shall be delivered to provide one exemption under subdivision (b) thereofBuyer; and (gk) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such other conveyance documents, certificates, deeds and other instruments documents as such Purchaser or the Title Company Seller may reasonably requirerequire in order to complete the transactions contemplated hereunder or to evidence compliance by Buyer with the covenants, agreements, representations and warranties made by it hereunder, in each case, shall be delivered to Seller.

Closing Documents. Each At the Closing, Seller shall have delivered execute and/or deliver or cause to be executed and/or delivered, to Purchaser and, where applicable, the proper Purchaser Title Company, the following with respect to its Property:(collectively the "Closing Documents"): (a) A good an ALTA Owner's Policy of Title Insurance in form and sufficient deed content and containing the endorsements required by Article 3 and with such reinsurance as Purchaser may request; (b) a duly executed and acknowledged Bargain and Sale Deed with covenants against grantor's actsacts (the "Deed") in the form attached hereto as Exhibit E, in proper statutory form for recordingconveying good and marketable fee simple title to the Land, Improvements and all easements and other rights appurtenant thereto, to Purchaser, subject only to the Permitted Exceptions; (c) a duly executed and acknowledged by such Assignment of Leases in the form attached hereto as Exhibit F assigning all of Seller, conveying title 's interest in the Leases and lease security deposits to such Property, free from all liens and encumbrances other than the Permitted Liens with respect to such PropertyPurchaser; (bd) A a duly executed Warranty ▇▇▇▇ of sale Sale in the form attached hereto as Exhibit G conveying all of Seller's right, title and interest in the personal property included as part of the Property to Purchaser; (e) a warranty assignment of the Service Contracts, licenses, permits, certificates, warranties, guaranties and assumption agreementall of the remaining Property in the form of Exhibit H attached hereto; (f) appropriate Transfer Tax Returns; (g) such other documents and instruments as are required to transfer Seller's interest in the Property to Purchaser; (h) originals of the Leases and Service Contracts; (i) all books, records, warranties, guaranties, invoices, lease files, credit reports, financial statements, governmental notices and other documents related to the construction, operation, management, use, maintenance or leasing of the Property (or copies if originals are not available); (j) all plans and specifications in Seller's possession, including as-built plans and specifications, if available, relating to the construction and build-out of the Improvements; (k) originals (or copies if such originals do not exist) of all building permits, licenses, certificates of occupancy (for the Improvements and for each of the tenant premises leased and occupied pursuant to a Lease) and franchises relating to the Property; (l) Uniform Commercial Code Financing Statement, tax lien and judgment searches as required by Section 3.3 hereof, together with an affidavit in form and substance reasonably satisfactory to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaser, Purchaser that no additional financing statements have been filed or recorded with respect to the assignment and assumption Property since the date of all of such Seller's right, title and interest in, to and under the Intangible Property, the Debt Documents with respect to such Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment)said search; (cm) To the extent the same are a termination of all Service Contracts identified in any Seller's possession notice to Seller pursuant to Section 7.2 hereof; (n) any affidavit or control, original, fully executed copies document required by the Title Company or the Recorder of all material documents Deeds; (o) notices to tenants in form and agreements, plans and specifications and contracts, licenses and permits pertaining content satisfactory to Purchaser notifying such tenants of the sale of the Property; (dp) The Leasenotices to the other party to each Service Contract assigned to Purchaser, in form and content reasonably satisfactory to Purchaser; (eq) An estoppel certificate, substantially the Tenant Estoppel Letters referred to in the form attached hereto as EXHIBIT D, dated within thirty (30Section 4.1(e) days prior to the Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably requirehereof; (fr) An affidavit dated as of the Closing Date, in respect of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereofnon-foreign affidavit; and (gs) A parties in possession affidavitall satisfactions, mechanic's lien affidavitreleases and termination statements required to release and terminate all mortgages, a gap indemnity and such other conveyance documentsfinancing statements, certificates, deeds mechanic liens and other security instruments as such Purchaser or affecting the Title Company may reasonably requireProperty.

Closing Documents. Each Seller The obligations of the Agents hereunder shall have delivered to be conditional upon all representations and warranties and other statements of the proper Purchaser Corporation herein being, at and as of the following Closing Time, true and correct in all material respects (other than with respect to the representations and warranties contained in sections 7(b)(vii), 7(b)(ix), 7(b)(xi), 7(b)(xii), 7(b)(xv), 7(b)(xxviii), 7(b)(xxix), 7(b)(xxxvii) and 7(b)(liv), where such representations and warranties shall be true and correct in all respects), the Corporation having performed in all material respects, at the Closing Time, all of its Propertyobligations hereunder theretofore to be performed and the Agents receiving at the Closing Time: (a) A good and sufficient deed with covenants against grantor's acts, favourable legal opinions of the Corporation’s Counsel (as identified in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying title parentheses below) addressed to such Property, free from all liens and encumbrances other than the Permitted Liens with respect to such Property; (b) A ▇▇▇▇ of sale and assignment and assumption agreementAgents, in form and substance reasonably satisfactory to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaserthe Agents, with respect to such matters as the assignment Agents may reasonably request relating to the Corporation, the offering of the Offered Securities and assumption the transactions contemplated hereby, including, without limitation, that: (i) the Corporation and each Material Subsidiary has been duly incorporated and is validly subsisting under the laws of the jurisdiction of its incorporation and has all requisite corporate capacity, power and authority to carry on its business as now conducted by it and to own its properties and assets (Corporation’s U.S. Corporate Counsel and Corporation’s Canadian Counsel); (ii) the Corporation has full corporate power and authority to enter into this Agreement and the Warrant Indenture and to perform its obligations set out herein and therein and this Agreement and the Warrant Indenture have been duly authorized, executed and delivered by the Corporation and this Agreement and the Warrant Indenture constitutes a legal, valid and binding obligation of the Corporation, enforceable against it in accordance with their respective terms, subject to laws relating to creditors’ rights generally and except as rights to indemnity may be limited by applicable law (Corporation’s U.S. Corporate Counsel and Corporation’s Canadian Counsel, as applicable); (iii) the execution and delivery of this Agreement and the Warrant Indenture and the fulfillment of the terms hereof and thereof by the Corporation, and the performance of and compliance with the terms of this Agreement and the Warrant Indenture by the Corporation does not and will not result in a breach of, or constitute a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under: (a) any applicable federal or state laws of the United States or applicable laws of the Province of Alberta or the federal laws of Canada applicable therein; (b) any term or provision of the articles, by-laws or other constating documents, as applicable, of the Corporation or, of which counsel is aware, any resolutions of the shareholders or directors (or any committee thereof) of the Corporation (c) any indenture, mortgage, note, contract, agreement (written or oral), instrument, lease or other document to which the Corporation is a party or by which it is bound, of which counsel is aware; or (d) any judgment, decree or order, of any court, governmental agency or body or regulatory authority having jurisdiction over or binding the Corporation or their respective properties or assets, of which counsel is aware (Corporation’s U.S. Corporate Counsel, Corporation’s U.S. Counsel and Corporation’s Canadian Counsel, as applicable); (iv) the Common Shares included in the Prospectus Units have been, and the Warrant Shares will be, validly issued as fully paid and non-assessable Common Shares of the Corporation and the Over-Allotment Option has been duly and validly created and authorized (Corporation’s U.S. Corporate Counsel); (v) the Warrants have been validly issued as obligations of the Corporation (Corporation’s U.S. Corporate Counsel); (vi) to such counsel’s knowledge, the Corporation is subject to and has complied in all material respects with the requirements of Section 13 of the U.S. Exchange Act (Corporation’s U.S. Counsel); (vii) the Corporation is a “reporting issuer” not in default of any requirement of Canadian Securities Laws and is eligible to participate in NI 71-101 in each Qualifying Province (Corporation’s Canadian Counsel); (viii) the attributes of the Offered Securities, the Warrant Indenture and the Over-Allotment Option conform in all material respects with the description thereof contained in the Disclosure Package and the Prospectuses (Corporation’s U.S. Corporate Counsel and Corporation’s Canadian Counsel, as applicable); (ix) the Offered Securities are eligible investments as set out under the heading “Eligibility for Investment” in the Canadian Prospectus (Corporation’s Canadian Counsel); (x) all necessary documents have been filed, all necessary proceedings have been taken and all legal requirements have been fulfilled as required under the applicable Securities Laws of each of the Qualifying Provinces in order to qualify the Offered Securities for distribution and sale to the public in each of such Seller's right, title Qualifying Provinces by or through investment dealers and interest in, to and brokers duly registered under the Intangible Propertyapplicable laws of such provinces who have complied with the relevant provisions of such applicable Securities Laws and to qualify the Over-Allotment Option for distribution to the Agents in each of the Qualifying Provinces (Corporation’s Canadian Counsel); (xi) no prospectus or registration is required and no other documents must be filed, proceedings taken or authorizations, approvals, permits, orders or consents obtained under applicable Securities Laws in connection with the issuance and delivery of the Warrant Shares (Corporation’s Canadian Counsel); (xii) the Registration Statement is effective under the Securities Act, and no stop order suspending the effectiveness of the Registration Statement or any part thereof, preventing or suspending the use of the Preliminary Prospectus or the Prospectuses or any part thereof shall have been issued and to such counsel’s knowledge no proceedings for that purpose or pursuant to Section 8A under the Securities Act shall have been initiated or threatened by the SEC, and all requests for additional information on the part of the SEC (to be included or incorporated by reference in the Registration Statement, the Debt Documents U.S. Preliminary Prospectus or the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Agents (Corporation’s U.S. Counsel); (xiii) the Registration Statement and the U.S. Prospectus, as of their respective effective or issue times, appear on their face to be appropriately responsive in all material respects to the requirements of the Securities Act and the SEC Rules and Regulations (Corporation’s U.S. Counsel); (xiv) the Corporation has the necessary corporate power and authority to execute and deliver the Prospectuses and all necessary corporate action has been taken by the Corporation to authorize the execution and delivery by it of the Canadian Prospectus and the filing thereof, as the case may be, in each of the Qualifying Provinces in accordance with Applicable Securities Laws (Corporation’s U.S. Corporate Counsel) ; (xv) subject to the qualifications set out therein, the statements in the Canadian Prospectus under the heading “Canadian Federal Income Tax Considerations” constitute a fair summary of the principal Canadian federal income tax consequences arising under the Tax Act to persons referred to therein who hold Offered Securities (Corporation’s Canadian Counsel); (xvi) the Common Shares and Warrants included in the Offered Securities and the Warrant Shares are conditionally approved for listing and, upon notification to the Exchange of the issuance and sale thereof and fulfillment of the conditions of the Exchange, will be listed and posted for trading on the Exchange (Corporation’s U.S. Counsel); (xvii) Computershare Trust Company of Canada has been duly appointed by the Corporation as the transfer agent and registrar for the Common Shares (including the Common Shares included in the Offered Securities) and the Warrants (Corporation’s Canadian Counsel); (xviii) subject to the qualifications set out therein, the statements in the U.S. Prospectus under the heading “Certain United States Income Tax Considerations” to the extent that they constitute summaries of U.S. federal law or regulation or legal conclusions, have been reviewed by the Corporation’s U.S. Counsel and fairly summarize the matters described under that heading in all material respects (Corporation’s U.S. Counsel); (xix) the authorized and issued capital of the Corporation (Corporation’s U.S. Corporate Counsel); and as to all other legal matters, including compliance with applicable Securities Laws in any way connected with the issuance, sale and delivery of the Offered Securities as the Agents may reasonably request. (b) favourable legal opinions of the Agents’ Counsel, addressed to the Agents, in form and substance reasonably satisfactory to the Agents, with respect to such Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect matters as the Agents may reasonably request relating to such Property (it being understood and agreed that no portion the offering of the Purchase Price is allocated to Furnishings, Fixtures Offered Securities and Equipment)the transactions contemplated hereby. including a 10b-5 side letter from Agents’ U.S. Counsel; (c) To in addition to the extent opinions set forth above, at the same Closing Time, the Agents shall have received from each of Corporation’s U.S. Counsel and the Corporation’s Canadian Counsel, a letter of each firm containing statements to the effect that such counsel has reviewed and participated in discussions concerning the preparation of the Registration Statement, the Disclosure Package and the Prospectuses with certain officers or employees of the Corporation and its auditors. Such counsel may also state that the limitations inherent in the independent verification of factual matters and in the role of outside counsel are such, however, that they cannot and do not assume any responsibility for the accuracy, completeness or fairness of any of the statements made in any Seller's possession the Registration Statement, the Disclosure Package or controlthe Prospectuses. The letters of such counsel shall also state that, originalsubject to the limitations set forth in the preceding paragraph, fully executed copies on the basis of all material documents and agreementsthe information they gained in the course of performing the services referred to above, plans and specifications and contracts, licenses and permits pertaining no facts came to such Propertycounsel’s attention which gave them reason to believe that (a) the Registration Statement (other than the Financial Statements, schedules and other financial data, and statistical information relating to oil and gas resources, production and working interests, including the information derived from the ▇▇▇▇▇▇▇▇ Report in reliance on the authority of such firm as experts within the meaning of the US Securities Act, contained therein or omitted therefrom, as to which such counsel need not comment), at the time it became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (b) the Disclosure Package (other than the Financial Statements, schedules and other financial data, and statistical information relating to oil and gas resources, production and working interests, including the information derived from the ▇▇▇▇▇▇▇▇ Report in reliance on the authority of such firm as experts within the meaning of the US Securities Act, contained therein or omitted therefrom, as to which such counsel need not comment), as of the Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (c) the U.S. Prospectus (other than the Financial Statements, schedules and other financial data, and statistical information relating to oil and gas resources, production and working interests, including the information derived from the ▇▇▇▇▇▇▇▇ Report in reliance on the authority of such firm as experts within the meaning of the US Securities Act, contained therein or omitted therefrom, as to which such counsel need not comment) as of its date and the date of such letter, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The letters of such counsel may be in such form and may also contain such qualifications and other statements as are customary for such letters delivered by Canadian or U.S. Counsel, as applicable. It is understood that the respective counsel may rely on the opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than where they are qualified to practice law, and on certificates of officers of the Corporation, the transfer agent and the Corporation’s auditors as to relevant matters of fact. It is further understood that the Agents’ Counsel may rely on the opinion of the Corporation’s Counsel as to matters which specifically relate to the Corporation or the Offered Securities, including the issuance of the Offered Securities; (d) The Leasea certificate of the Corporation dated the Closing Date or the Additional Closing Date (as applicable) addressed to the Agents and signed on behalf of the Corporation by the Chief Executive Officer and the Chief Financial Officer of the Corporation or such other officers of the Corporation satisfactory to the Agents, acting reasonably, certifying that: (i) the Corporation has complied with and satisfied in all material respects all terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to the Closing Time; (ii) the representations and warranties of the Corporation set forth in this Agreement are true and correct in all material respects (other than with respect to the representation and warranties contained in sections 7(b)(vii), 7(b)(ix), 7(b)(xi), 7(b)(xii), 7(b)(xv), 7(b)(xxviii), 7(b)(xxix), 7(b)(xxxvii) and 7(b)(liv), where such representations and warranties shall be true and correct in all respects) at the Closing Time, as if made at such time; and (iii) no event of a nature referred to in subsection 11(a)(i), 11(a)(ii), 11(a)(iii) or 11(a)(vi) has occurred or to the knowledge of such officer is pending, contemplated or threatened (excluding any requirement to make any determination as to any Agent’s opinion); and the Agents shall have no knowledge to the contrary; (e) An estoppel certificatea comfort letter of the Corporation’s auditors and prior auditors addressed to the Agents and dated the Closing Date, satisfactory in form and substance to the Agents, acting reasonably, bringing the information contained in the comfort letters referred to in subsection 4(c) hereof up to the Closing Time, which comfort letters shall be not more than two Business Days prior to the Closing Date; (f) evidence satisfactory to the Agents that the Common Shares and the Warrants included in the Offered Securities and the Warrant Shares have been conditionally listed on the Exchange, and upon notice to the Exchange shall be posted for trading as at the opening of business on the Closing Date or first trading date after notice of the issuance of such Common Shares and Warrants; (g) evidence of filing of the U.S. Warrant Supplement with the SEC; (h) delivery of lock-up agreements, in substantially in the form attached hereto as EXHIBIT DSchedule “B”, dated within thirty (30) days prior to from each director and officer of the Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably requireCorporation; (fi) An affidavit dated as an executed copy of the Closing Date, in respect of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereofWarrant Indenture; and (gj) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such other conveyance documentscertificates and documents as the Agents may request, certificates, deeds and other instruments as such Purchaser or the Title Company may reasonably requireacting reasonably.

Closing Documents. Each Seller The applicable Candlewood Parties shall have delivered to the proper Purchaser the following with respect to its the applicable Property: (a) A good and sufficient warranty deed with covenants against grantor's acts, or its local equivalent, in proper statutory form for recording, duly executed and acknowledged by such Sellerthe Sellers, conveying good and marketable title to such Propertythe applicable Fee Properties, free from all liens and encumbrances other than the Permitted Liens with respect to such PropertyEncumbrances; (b) A ▇▇▇▇ bill of sale and assignment and assumption agreement, in form and a▇▇ substance reasonably satisfactory to such Seller the Sellers and the Purchaser, duly executed and acknowledged by such Seller and Purchaserthe Sellers, with respect to the assignment and assumption of all of such Seller's the Sellers' right, title and interest in, to and under the Intangible PropertyFF&E, the Debt Documents Contracts, the Documents, the Intangible Property and the Tenant Leases with respect to such Property, the Properties and any of such Sellerthe Sellers' rights under all builder's Furnishings, Fixtures and Equipment warranties with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment)applicable Property; (c) To A copy of the extent final duly issued certificate of occupancy for each of the same are in any Seller's possession or control, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Propertyapplicable Properties; (d) The LeaseA Sellers' closing certificate in the form attached hereto as Schedule D; (e) An estoppel certificate, substantially architect's certificate in the form attached hereto as EXHIBIT D, dated within thirty (30) days prior to the Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably requireSchedule E; (f) An affidavit dated engineer's certificate in the form attached hereto as of the Closing Date, in respect of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereof; andSchedule F; (g) A parties duly executed copy of the Lease, or applicable amendment thereto, all of the Incidental Documents (as such term is defined in possession affidavitthe Lease) and all other documents and sums required to be delivered by the Candlewood Parties and/or the Tenant pursuant to the Agreement to Lease; (h) Certified copies of all charter documents, mechanic's lien affidavit, a gap indemnity applicable corporate resolutions and such certificates of incumbency with respect to the applicable Candlewood Parties and the Tenant; and (i) Such other conveyance documents, certificates, deeds deeds, affidavits and other instruments as such the Purchaser or the Title Company may reasonably requirerequire to effectuate the transactions contemplated by this Agreement.

Closing Documents. Each (a) At the Closing, Seller shall have delivered deliver, or cause to be duly executed, acknowledged (if required) and delivered, to the proper Purchaser Title Company the following with respect to its Propertythe Parcels being sold by Seller pursuant hereto: (ai) A good and sufficient special or limited warranty deed containing a legal description of the Parcel being sold as set forth in Purchaser’s applicable Commitment subject only to the Permitted Exceptions; (ii) A standard form vendor’s affidavit signed by Seller containing such statements of fact by Seller or to Seller’s actual knowledge, relating to acts taken by such Seller or any affiliate of such Seller with covenants against grantor's acts, in proper statutory form for recording, duly executed and acknowledged respect to the Parcel being conveyed by such Seller, conveying title as may be reasonably required by the Title Company for Purchaser to such Property, free from all liens and encumbrances other than obtain the Title Policy for the Parcel containing no exceptions except the Permitted Liens with respect Exceptions and otherwise sufficient for the Title Company to such Propertyprovide “gap” coverage. (iii) The Lease Termination Agreement executed by Seller; (biv) A ▇▇▇▇ of sale and assignment and assumption agreement, in form and substance reasonably satisfactory to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaser, with With respect to the assignment and assumption of all of such Seller's righteach Parcel in Indiana, title and interest in, to and under the Intangible Property, the Debt Documents with respect to such Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment)a sales disclosure form; (cv) To the extent the same are With respect to each Parcel in any Seller's possession or controlKentucky, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Propertya consideration certificate; (dvi) The Lease; (e) An estoppel certificate, substantially in A non-foreign affidavit within the form attached hereto as EXHIBIT D, dated within thirty (30) days prior to the Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably require; (f) An affidavit dated as of the Closing Date, in respect meaning of Section 1445 of the Internal Revenue Code and Regulations promulgated therewith; (vii) Evidence, which is reasonably satisfactory to the Title Company, (a) authorizing the sale of 1986, as amended, sufficient to provide one exemption under subdivision the Property by Seller; and (b) thereofauthorizing the execution, delivery and performance of all documents contemplated hereby by Seller that is a record owner of the Parcel; (viii) A certificate stating that all representations, warranties and covenants of Seller set forth herein remain true and correct in all material respects at and as of the Closing; and (gix) A parties All other agreements, documents or instruments required under the terms of this Agreement to be executed and/or delivered by Seller or reasonably necessary to effectuate the transaction contemplated hereunder, provided such documents are consistent with Seller’s express obligations under this Agreement. Prior to the Closing Date, risk of loss shall be borne between Seller and Purchaser as more fully set forth in possession affidavitthe Lease. This provision shall supersede any contrary provision of applicable law. (b) At the Closing, mechanic's lien affidavitthe Purchaser shall deliver, or cause to be duly executed, acknowledged (if required) and delivered, to the Title Company, the following: (i) Cash or other immediately available funds for (x) the Purchase Price payable at Closing (subject to application of the Deposit in accordance with the terms of this Agreement) for the Parcels in accordance with Section 1 hereof, and (y) for the payment of all other sums due from Purchaser in accordance with this Agreement; (ii) With respect to each Parcel in Indiana, a gap indemnity sales disclosure document as required by Indiana law; (iii) With respect to each Parcel in Kentucky, a consideration certificate; (iv) The Lease Termination Agreement; (v) Evidence which is reasonably acceptable to Seller and such other conveyance documents, certificates, deeds and other instruments as such Purchaser or the Title Company authorizing the purchase of the Property by Purchaser; and (vi) Such other certificates, instruments, papers or documents as Seller may reasonably requirerequest.

Closing Documents. Each Seller Such Purchaser shall have delivered to received the proper Purchaser following, each dated the following with respect to its Propertydate of the applicable Closing Day: (ai) The Note(s) to be purchased by such Purchaser. (ii) A good and sufficient deed with covenants against grantor's acts, in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying title to such Property, free from all liens and encumbrances other than the Permitted Liens with respect to such Property; (b) A favorable opinion of ▇▇▇▇▇ of sale & ▇▇▇ ▇▇▇▇▇, PLLC, special counsel to the Company and assignment any guarantor (or such other counsel designated by the Company and assumption agreementany guarantor and acceptable to each Purchaser) in form, in form substance and substance scope reasonably satisfactory to the Purchasers. The Company hereby directs each such Seller counsel to deliver such opinion, agrees that the issuance and Purchasersale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinion. (iii) The Articles of Incorporation of the Company and any guarantor, in each case certified as of a recent date by the Secretary of State of the state in which such party is organized (or a certification by a Responsible Officer that the Articles of Incorporation most recently delivered to the Purchasers have not been amended). (iv) The Bylaws of the Company and any guarantor certified by the Secretary of their respective Secretaries (or a certification by a Responsible Officer that the Bylaws most recently delivered to the Purchasers have not been amended). (v) An incumbency certificate signed by the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of the Company and any guarantor certifying as to the names, titles and true signatures of the officers of the Company and any guarantor authorized to sign this Agreement, the Notes and the other documents to be delivered hereunder. (vi) A certificate of the Secretary of the Company and any guarantor (A) attaching resolutions of the Board of Directors of the Company and any guarantor evidencing approval of the transactions contemplated by this Agreement and the issuance of the Notes and any guaranty agreement and the execution, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly executed and acknowledged by such Seller validly adopted and Purchaserhave not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Company or any guarantor have been commenced or are contemplated. (vii) An Officer’s Certificate certifying as to the matters set forth in ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇. (▇▇▇▇) Good standing certificates as to each of the Company and any guarantors dated as of a recent date from the jurisdictions in which it is organized or incorporated and each other jurisdiction where a failure to be qualified could reasonably be expected to have a Material Adverse Effect. (ix) Such additional documents or certificates with respect to the assignment and assumption of all of such Seller's right, title and interest in, to and under the Intangible Property, the Debt Documents with respect to such Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment); (c) To the extent the same are in any Seller's possession legal matters or control, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Property; (d) The Lease; (e) An estoppel certificate, substantially in the form attached hereto as EXHIBIT D, dated within thirty (30) days prior corporate or other proceedings related to the Closing Date, executed transactions contemplated hereby as may be reasonably requested by the lender and such other parties to the Debt Documents as such Purchaser may reasonably require; (f) An affidavit dated as of the Closing Date, in respect of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereof; and (g) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such other conveyance documents, certificates, deeds and other instruments as such Purchaser or the Title Company may reasonably requirePurchaser.

Closing Documents. Each The Seller and Purchaser as applicable shall have delivered delivered, or cause to have been delivered, to the proper Purchaser Escrow Agent the following with respect to its Propertyfollowing: (a) A good and sufficient deed with covenants against grantor's acts, to the Property in proper statutory the form for recordingset forth in Exhibit “G” attached hereto (the “Grant Deed”), duly executed and acknowledged by such the Seller, conveying title to such the Property, free from all liens and encumbrances other than the Permitted Liens with respect Exceptions; (b) An assignment by the Seller and an assumption by the Purchaser, in the form set forth on Exhibit “C” attached hereto (“Assignment of Leases”), duly executed by the Seller and the Purchaser, of all of the Seller’s right, title interest obligations and liabilities in, to such and under the Leases; (c) Written notice to each of the tenants of the Property in the form set forth on Exhibit “E” attached hereto (“Notices to Tenants”) executed by Seller and Purchaser which notifies the tenants to pay to the Purchaser all rent and other payments made by the tenants under the Leases from and after the Closing Date; (d) A general assignment by the Seller and an assumption by the Purchaser in the form set forth on Exhibit “B” attached hereto (“General Assignment”), duly executed by the Seller and the Purchaser, of all of the Seller’s right, title interest obligations and liabilities, if any, in, to and under all freely transferable Other Property; (be) A ▇▇▇▇ of sale and assignment and assumption agreementexecuted by the Seller, without warranty of any kind except as expressly set forth in this Agreement, in the form and substance reasonably satisfactory to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaserset forth on Exhibit “D” attached hereto (“▇▇▇▇ of Sale”), with respect to any personal property owned by the assignment Seller, situated at the Property owned by Seller and assumption of all of such Seller's right, title and interest in, to and under used in connection with the Intangible Property, the Debt Documents with respect to such Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipmentpersonal property); (cf) To the extent the same are in any the Seller's ’s possession or control, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such the Property; (dg) The LeaseTo the extent the same are in the Seller’s possession or control, duly executed original copies of the Leases; (eh) An estoppel certificateA closing statement showing the Purchase Price, substantially and fees, and costs and expenses paid in connection with the form attached hereto as EXHIBIT DClosing, dated within thirty (30) days prior all according to the Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably require; (f) An affidavit dated as applicable provisions of the Closing Date, in respect of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereofthis Agreement; and (gi) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such Such other conveyance documents, certificates, deeds and other instruments as such Purchaser the Escrow Agent or the Title Company may reasonably requirerequire and as are customary in like transactions in sales of property in similar transactions.

Closing Documents. Each Seller Cayenta shall have delivered to the proper Purchaser received the following with respect to its Propertydocuments: (a) A good and sufficient deed with covenants against grantor's acts, in proper statutory form for recording, duly the Selling Shareholders shall have executed and acknowledged by such Seller, conveying title deliver to such Property, free from all liens Cayenta and encumbrances other than Assist a General Release in the Permitted Liens with respect to such Propertyform of Exhibit F; (b) A ▇▇▇▇ of sale Cayenta shall have received from the Selling Shareholders' and assignment and assumption agreement, in form and substance reasonably satisfactory to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaser, with respect to the assignment and assumption of all Assist's counsel an opinion of such Seller's right, title and interest in, to and under counsel substantially in the Intangible Property, the Debt Documents with respect to such Property, and any form of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment)Exhibit G; (c) To Assist shall have executed and deliver to Cayenta a certificate (the extent "CLOSING CERTIFICATE") setting forth the same are estimated Debt and the estimated Working Capital of Assist as of the Closing Date and that (A) each of the representations and warranties made by Assist and the Selling Shareholders in any Seller's possession or controlthis Agreement was accurate in all respects as of the date of this Agreement, original(B) except as expressly set forth in the Closing Certificate, fully executed copies each of the Specified Representations made by Assist and the Selling Shareholders in this Agreement is accurate in all respects as of the Closing Date as if made on the Closing Date and each of the other representations and warranties made by Assist and the Selling Shareholders in this 42. Agreement is accurate in all material documents respects as of the Closing Date (without giving effect to any materiality exception within the representation or warranty), (C) each of the covenants and agreementsobligations that Assist and the Selling Shareholders are required to have complied with or performed pursuant to this Agreement at or prior to the Closing has been duly complied with and performed in all respects, plans and specifications (D) except as expressly set forth in the Closing Certificate, each of the conditions set forth in Sections 8.4(b), 8.5, 8.7, 8.10, 8.11, 8.12 and contracts, licenses and permits pertaining to such Property8.13 has been satisfied in all respects; (d) The Lease; Assist shall have delivered to Cayenta a statement (ein such form as may be reasonably requested by counsel to Cayenta) An estoppel certificate, substantially in the form attached hereto as EXHIBIT D, dated within thirty (30) days prior conforming to the Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably require; (f) An affidavit dated as of the Closing Date, in respect requirements of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereof; and (g) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such other conveyance documents, certificates, deeds and other instruments as such Purchaser or the Title Company may reasonably require1.

Closing Documents. Each Seller shall have delivered to the proper Purchaser execute, acknowledge (if necessary) and deliver originals of the following with respect to its Propertydocuments: (a) A good 9.2.1.1 Assignment and sufficient deed with covenants against grantor's actsAssumption of Ground Lease in the form of Exhibit D hereto, in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying title subject to such Property, free from all liens and encumbrances other than the Permitted Liens with respect to such PropertySection 7.6 of this Agreement; (b) A 9.2.1.2 ▇▇▇▇ of sale Sale in the form of Exhibit E hereto; 9.2.1.3 Assignment and assignment and assumption agreement, Assumption Agreement in the form and substance reasonably satisfactory to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaser, with respect to of Exhibit F hereto; 9.2.1.4 Certificate of Non-Foreign Status in the assignment and assumption form of all of such Seller's right, title and interest in, to and under Exhibit G hereto (the Intangible Property, the Debt Documents with respect to such Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment“FIRPTA Certificate”); (c) To 9.2.1.5 Letters to each tenant under the extent the same are in any Seller's possession or control, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Property; (d) The Lease; (e) An estoppel certificate, substantially Leases in the form attached hereto as EXHIBIT Dof Exhibit H hereto, dated within thirty (30) days prior notifying tenants of the conveyance of the Property to Purchaser and advising them that, following the Closing Date, executed all future payments of rent are to be made in the manner set forth therein; 9.2.1.6 Settlement statement showing all of the payments, adjustments and prorations provided for in Section 9.5 and otherwise agreed upon by the lender Seller and such other parties Purchaser; 9.2.1.7 Such transfer tax forms as may be required as a condition to the Debt Documents as such Purchaser may reasonably requirerecordation of the Assignment and Assumption of Ground Lease; (f) An affidavit dated 9.2.1.8 Subject to Section 8.4, a certificate stating that each of Seller’s representations and warranties contained in this Agreement is true and correct in all material respects as of the Closing Date, in respect of Section 1445 including an updated Rent Roll dated within five (5) Business Days of the Internal Revenue Code Closing Date, which certificate shall permit Purchaser’s mortgagee to rely upon the representations and warranties made by Seller pursuant to Section 6.1.9 of 1986this Agreement, subject to Section 11.2 of this Agreement; 9.2.1.9 An Owner’s Affidavit in the form of Exhibit I attached hereto (the “Owner’s Affidavit”). Seller shall also deliver to the Title Company and the Purchaser such evidence as may be reasonably required by the Title Company with Table of Contents respect to the authority of the person(s) executing the Assignment and Assumption of Ground Lease and the other documents required to be executed by Seller on behalf of Seller; 9.2.1.10 Such documents as may be required to effectuate the Ground Lessor Consent; 9.2.1.11 Evidence of the termination of Seller’s existing property management agreement and copies of notices of termination of such other service agreements and contracts that Purchaser elected to have terminated in accordance with Section 7.1.3; 9.2.1.12 The Lease Agreement, by and between Purchaser, as amendedlandlord, sufficient to provide one exemption under subdivision and Seller, as tenant, in the form of Exhibit J hereto (b) thereofthe “Post-Closing Intelsat Lease”); and (g) A parties in possession affidavit9.2.1.13 The Lease Certificates, mechanic's lien affidavit, a gap indemnity and such other conveyance documents, certificates, deeds and other instruments as such Purchaser or to the Title Company may reasonably requireextent received.

Closing Documents. Each (a) Seller shall have deliver or cause to be delivered to Purchasers at the proper Purchaser Closing the following with respect documents, duly executed by Seller where necessary to its Propertymake them effective: (ai) A good and sufficient deed with covenants against grantoran officer's actscertificate in the form set forth in Exhibit F attached hereto, stating that the preconditions specified in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying title to such Property, free from all liens and encumbrances other than the Permitted Liens with respect to such PropertySection 5.1(a) through (n) have been satisfied; (bii) A ▇▇▇▇ copies of sale all necessary third party and governmental consents, approvals, releases and filings required in order to effect the transactions contemplated by this Agreement; (iii) such stamped recordable warranty deeds, instruments of sale, transfer, assignment, conveyance and delivery (including all vehicle titles), as are required in order to transfer to Purchasers good and marketable title to the Purchased Assets, free and clear of all liens, charges, security interests and other encumbrances, except for Permitted Encumbrances; (iv) such estoppel certificates and assignment of Leases as Purchasers may reasonably request; (v) certified copies of the resolutions duly adopted by the Board of Directors and assumption agreementShareholders of Seller authorizing the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby, and the consummation of all other transactions contemplated by this Agreement; (vi) all of Seller's contracts and commitments, files, books, records and other data relating to the Business and the Purchased Assets; (vii) copies of good standing certificates in all jurisdictions where the Seller is qualified to do business in which ownership of the Purchased Assets or the conduct of the Business requires Seller to be so qualified; (viii) a certificate of the Secretary of Seller, certifying as to the correctness and completeness of the Articles of Incorporation and Bylaws of Seller, as appropriate, and all amendments thereto; (ix) that certain Assignment of Lease regarding the Lease Agreement between the Seller and the landlord (the "Lease Assignment"); (x) the Non-Compete Agreement; (xi) the Sales Office Agreement; (xii) the Investment Letter; (xiii) an income statement for the period from January 1, 1998 through the Closing Date; and (xiv) such other documents or instruments as Purchasers may reasonably request to effect the transactions contemplated hereby. All of the foregoing documents in this Section 7.3 (a) shall be reasonably satisfactory in form and substance reasonably satisfactory to such Seller Purchasers and Purchaser, duly executed and acknowledged by such Seller and Purchaser, with respect to the assignment and assumption of all of such Seller's right, title and interest in, to and under the Intangible Property, the Debt Documents with respect to such Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment); (c) To the extent the same are in any Seller's possession or control, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Property; (d) The Lease; (e) An estoppel certificate, substantially in the form attached hereto as EXHIBIT D, dated within thirty (30) days prior to the Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably require; (f) An affidavit shall be dated as of the Closing Date, in respect of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision . (b) thereofPurchasers shall deliver or cause to be delivered to Seller and the Shareholders at the Closing the following items, duly executed by Purchasers where necessary to make them effective: (i) the amount of the Purchase Price payable at Closing as provided in Section 2.1; (ii) the Common Stock Consideration to the Shareholders; (iii) an officer's certificate in the form set forth as Exhibit G attached hereto, stating that the preconditions specified in Section 6.1 (a) through (e) hereof have been satisfied; (iv) copies of all necessary third party and governmental consents, approvals, releases and filings required in order for Purchasers to effect the transactions contemplated by this Agreement; (v) the Lease Assignment; (vi) the Non-Compete Agreement; (vii) the Sales Office Agreement; and (gviii) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity evidence satisfactory to Seller of approval of the listing of the Common Stock by the NASDAQ National Market and consent of underwriters of Holdings; and (ix) such other conveyance documents, certificates, deeds and other documents or instruments as such Purchaser or Seller reasonably may request to effect the Title Company may transactions contemplated hereby. All of the foregoing documents in this Section 7.3(b) shall be reasonably requiresatisfactory in form and substance to Seller and shall be dated as of the Closing Date.

Closing Documents. Each Seller shall have delivered The obligations of the Underwriters hereunder as to the proper Purchaser Offered Units to be purchased at the following with respect Closing Time shall be conditional upon all representations and warranties and other statements of the Corporation herein being, at and as of the Closing Time, true and correct in all material respects, the Corporation having performed, at the Closing Time, all of their obligations hereunder theretofore to its Propertybe performed and the Underwriters receiving at the Closing Time: (a) A good favourable legal opinions of the Corporation's counsel and sufficient deed with covenants against grantor's acts, in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying title the Underwriters' counsel addressed to such Property, free from all liens and encumbrances other than the Permitted Liens with respect to such Property; (b) A ▇▇▇▇ of sale and assignment and assumption agreementUnderwriters, in form and substance reasonably satisfactory to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaserthe Underwriters, with respect to such matters as the assignment Underwriters may reasonably request relating to the offering of the Offered Units, the Corporation and assumption the transactions contemplated hereby, including, without limitation, that: (i) each of the Corporation and its Material Subsidiaries has been duly incorporated, is validly subsisting and has all requisite corporate power and authority to carry on its business as now conducted by it and to own, lease and operate its properties and assets and is qualified to carry on business under the laws of the jurisdictions where it carries on a material portion of its business; (ii) the Corporation is the registered and legal holder of all issued and outstanding shares of the Material Subsidiaries, other than SpectrumGold Inc. of which it holds 59.17% of the issued and outstanding Shares, all of which such shares have been duly authorized and validly issued as fully paid and non-assessable; (iii) the Corporation has all necessary corporate power and authority to enter into this Agreement and the Common Share Purchase Warrant Indenture and to perform its obligations set out herein and therein, and each of this Agreement and the Common Share Purchase Warrant Indenture has been duly authorized, executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms subject to laws relating to creditors' rights generally and except that rights to indemnity and contribution may be limited or unavailable by applicable law; (iv) the execution and delivery of this Agreement and the Common Share Purchase Warrant Indenture and the fulfillment of the terms hereof and thereof by the Corporation, and the performance of and compliance with the terms of this agreement by the Corporation does not and will not result in a breach of, or constitute a default under, and does not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under, any applicable laws or any term or provision of the memorandum, articles or resolutions of the directors or shareholders of the Corporation, as applicable, or any Material Agreements; (v) the Shares forming part of the Offered Units have been duly and validly created, allotted and issued as fully paid and non-assessable Shares of the Corporation; (vi) the Common Share Purchase Warrants comprising part of the Offered Units have been duly and validly created and issued, and the Warrant Shares have been allotted for issuance and will be validly issued as fully paid and non-assessable Shares upon exercise of the Common Share Purchase Warrants forming part of the Offered Units in accordance with the terms of the Common Share Purchase Warrant Indenture; (vii) the securities comprising the Offered Units are eligible investments under the statutes set out under the heading “Eligibility for Investment” in the Prospectuses; (viii) all necessary documents have been filed, all necessary proceedings have been taken and all legal requirements have been fulfilled as required under the Applicable Securities Laws of each of the Qualifying Provinces in order to qualify the securities comprising the Offered Units for distribution and sale to the public in each of such SellerQualifying Provinces by or through investment dealers and brokers duly registered under the applicable laws of such provinces who have complied with the relevant provisions of such Applicable Securities Laws; (ix) the Corporation is a “reporting issuer” not in default of any requirement of the Securities Act (British Columbia) and the regulations thereunder and has a similar status under the Applicable Securities Laws of each of the other Qualifying Provinces; (x) the Corporation has the necessary power and authority to execute and deliver the Prospectuses and all necessary action has been taken by the Corporation to authorize the execution and delivery by it of the Prospectuses and the filing thereof, as the case may be, in each of the Qualifying Provinces in accordance with Applicable Securities Laws; (xi) the Shares forming part of the Offered Units and the Shares issuable upon the exercise of the Common Share Purchase Warrants are conditionally listed and, upon notification to the Exchange of the issuance and sale thereof, will be posted for trading on the Exchange; (xii) Computershare Trust Company of Canada, at its principal offices in Halifax, Vancouver and Toronto has been duly appointed the transfer agent and registrar for the Shares and the Common Share Purchase Warrants (including the Shares forming part of the Offered Units and those issuable upon exercise of the Common Share Purchase Warrants); and (xiii) to such counsel's rightknowledge, title there are no legal or governmental proceedings pending or threatened to which any of the Corporation or its subsidiaries is a party or to which any of their properties is subject that are required to be described in the Prospectus and interest inare not so described, and as to all other legal matters, including compliance with Applicable Securities Laws in any way connected with the issuance, sale and delivery of the Offered Units as the Underwriters may reasonably request. It is understood that the respective counsel may rely on the opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than where they are qualified to practice law, and on certificates of officers of the Corporation, the transfer agent and the Corporation's auditors as to relevant matters of fact. It is further understood that the Underwriters' counsel may rely on the opinion of the Corporation's counsel as to matters which relate to the Corporation and the Shares, including the issuance of the Offered Units; (b) a legal opinion, dated the Closing Date, from Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special United States counsel to the Corporation, to and the effect that registration of the Units, Shares or Common Share Purchase Warrants will not be required under the Intangible PropertyUnited States Securities Act of 1933, as amended, in connection with the sale by the Corporation of the Offered Units to the Underwriters, the Debt Documents public offering by the Underwriters of a portion of the Offered Units in Canada or the initial resales of a portion of the Offered Units by U.S. registered broker-dealer affiliates of the Underwriters within the United States in accordance with the terms set out in Schedule “A” attached hereto, it being understood that such counsel need not express any opinion with respect to such Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion subsequent resale of the Units, Shares or Common Share Purchase Price is allocated to Furnishings, Fixtures and Equipment)Warrants; (c) To a certificate of the extent Corporation dated the same Closing Date, addressed to the Underwriters and signed on behalf of the Corporation by the Chief Executive Officer and Chief Financial Officer of the Corporation or such other officers or directors of the Corporation satisfactory to the Underwriters, acting reasonably, certifying that: (i) the Corporation has complied with and satisfied all terms and conditions of this agreement on its part to be complied with or satisfied at or prior to the Closing Time, as applicable; (ii) the representations and warranties of the Corporation set forth in this agreement are true and correct in any Seller's possession or control, original, fully executed copies of all material documents and agreementsrespects at the Closing Time, plans and specifications and contractsas if made at such time; and (iii) no event of a nature referred to in subsection 11(a), licenses and permits pertaining (b) or (d) has occurred or to the knowledge of such Propertyofficer is pending, contemplated or threatened; (d) The Leasea comfort letter of the Corporation's auditors, addressed to the Underwriters and dated the Closing Date, as applicable, satisfactory in form and substance to the Underwriters, acting reasonably, bringing the information contained in the comfort letter or letters referred to in subsection 4(c) up to the Closing Time, as applicable, which comfort letter shall be not more than two Business Days prior to the Closing Date; (e) An estoppel certificate, substantially in evidence satisfactory to the form attached hereto Underwriters that the Shares (including the Warrant Shares) comprising part of the Offered Units have been conditionally listed on the Exchange not later than the close of business on the last Business Day preceding the Closing Date and shall be posted for trading as EXHIBIT D, dated within thirty (30) days prior to at the opening of business on the Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably require; (f) An affidavit dated as of directors' and officers' questionnaires duly completed by the Closing DateCorporation's directors and senior officers in a form satisfactory to the Underwriters and Underwriters' counsel, in respect of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereofacting reasonably; and (g) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such other conveyance documentscertificates and documents as the Underwriters may request, certificates, deeds and other instruments as such Purchaser or the Title Company may reasonably requireacting reasonably.

Closing Documents. Each 8.1 At the Closing, in connection with the conveyance of the Interests to Purchaser, Seller shall have delivered execute and/or deliver to Purchaser and, where applicable, the proper Title Company, the following, all in form and substance satisfactory to Purchaser: (a) An assignment and assumption agreement, pursuant to which Seattle - II shall assign to Purchaser and/or the following Approved Assignee(s), and Purchaser and/or the Approved Assignee(s) shall assume from Seattle - II, the Interests, which shall be substantially in the form of Exhibit G attached hereto (the "Assignment"). (b) A general release to Aero SeaTac in form reasonably acceptable to Purchaser with respect to its Propertyall known and unknown liabilities or claims Seller may have against Seattle - II or Aero SeaTac. (c) A copy of the operating agreement of Aero SeaTac, which shall have been certified by an authorized officer of Seller, as being true, correct and complete copies thereof, which shall not have been amended or modified, except as otherwise specified therein. (d) Endorsements to the certificates, if any, representing the Interests. 8.2 At the applicable Closing, in connection with the conveyance of the Sale Properties to Purchaser, the Selling Companies shall execute and/or deliver to Purchaser and, where applicable, the Title Company, the following, all in form and substance satisfactory to Purchaser: (a) A good and sufficient (1) special warranty deed with covenants against grantor's actsin the form of Exhibit H (for Texas), (2) bargain and sale deed in proper statutory the form Exhibit I (for recordingWashington), duly executed (3) grant deed in the form of Exhibit J (for California), (4) special warranty deed in the form of Exhibit K (for North Carolina), and acknowledged by such Seller(5) special warranty deed in the form of Exhibit L (for Florida), conveying attached hereto (the "Deed") for each of the Sale Properties, pursuant to which the Selling Companies shall convey title to such Property, free from all liens and encumbrances other than the Permitted Liens with respect Sale Properties to such Property;Purchaser and/or the Approved Assignee(s). (b) A ▇▇▇▇ of sale and assignment and assumption agreement, in form and substance reasonably satisfactory to such Seller and Purchaser, Two (2) duly executed and acknowledged by such Seller and Purchasercounterparts of a bill of sale, with respect pursuant to which the Selling Companies shall transfer title to the assignment and assumption of all of such Seller's right, title and interest in, to and under the Intangible Personal Property, the Debt Documents with respect to such Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment); (c) To the extent the same are in any Seller's possession or control, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Property; (d) The Lease; (e) An estoppel certificate, substantially in the form attached hereto as EXHIBIT DExhibit M (the "Bill of Sale"). (c) ▇wo (2) duly executed counterparts of an assignment and assumption of Leases, dated within thirty (30) days prior pursuant to which the Selling Companies shall transfer title to the Closing DateLeases, in the form attached hereto as Exhibit N (the "Assignment and Assumption of Leases"). (d) Two (2) duly executed by counterparts of an assignment and assumption of Intangible Property pursuant to which the lender and such other parties Selling Companies shall transfer title to the Debt Documents Intangible Property, in the form attached hereto as Exhibit O (the "Assignment and Assumption of Intangible Property"). 8.3 At the Closing, in connection with the conveyance of the leasehold interests in the Leased Properties to Purchaser, the Leasing Companies shall execute and/or deliver to Purchaser and, where applicable, the Title Company, the following, all in form and substance satisfactory to Purchaser: (a) An assignment and assumption agreement, pursuant to which each Leasing Company shall assign to Purchaser and/or the Approved Assignee(s), and Purchaser and/or the Approved Assignee(s) shall assume from the applicable Leasing Company, the leasehold interest in the applicable Leasing Company's Leased Properties, which shall be substantially in the form of Exhibit P attached hereto (the "Lease Assignment"). (b) Two (2) duly executed counterparts of a Bill of Sale. (c) ▇▇▇ (2) duly executed counterparts of an Assignment and Assumption of Leases. (d) Two (2) duly executed counterparts of an Assignment and Assumption of Intangible Property. 8.4 At each Closing, Seller shall execute (or cause the applicable party affiliated with Seller to execute) and/or deliver to Purchaser and, where applicable, the Title Company, the following, all in form and substance satisfactory to Purchaser: (a) A closing statement as to the transactions contemplated hereby (the "Closing Statement"). (b) A notice addressed to each party that shall be a Tenant as of the Closing in the form of Exhibit Q attached hereto, which shall be sent by Purchaser promptly after the Closing. (c) Re-certification, as of the Closing, of Seller's representations and warranties made herein in the form of Exhibit R attached hereto, subject to the Updates (as hereinafter defined). (d) Originals, if the same shall be in the possession of Seller, of all of the Due Diligence Items, as well as any New Lease and any New Service Contracts; provided, however, that, any or all of such Purchaser items to be delivered by Seller in accordance with the terms of this subparagraph may reasonably require;be delivered outside of escrow, within five (5) business days after the Closing, and shall be deemed to have been delivered, if the same shall be available at the relevant Property as of such time. (e) Certified copies of all resolutions evidencing the authority of Seller to enter into this Agreement and perform its obligations hereunder. (f) An affidavit dated as Written updates, supplements, documents and other information with respect to the Due Diligence Items and/or the items described in any of the exhibits attached to and made a part of this Agreement, if applicable, which first shall have come into Seller's possession, if at all, between the Effective Date and the Closing DateDate (collectively, in respect of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereof; and"Updates"). (g) A parties a FIRPTA affidavit (in possession affidavitthe form attached as Exhibit S) pursuant to Section 1445(b)(2) of the Code, mechanicand on which Purchaser is entitled to rely, that Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the Code and properly executed state equivalents, if applicable; (h) all documents and instruments as reasonably shall be required to effectuate, as applicable, the (i) written consent of each Lender, each Ground Lessor and the EDC, as the case may be, to the relevant transactions contemplated hereby, (ii) assumption by Purchaser and/or 47 an Approved Assignee of all of the Loans and the Ground Leases, any Loan Guarantees and the Ground Lease Guarantees, and (iii) release of all of the Loan Guarantors and the Ground Lease Guarantors, from all of the Loan Guarantees and the Ground Lease Guarantees, respectively, all as contemplated hereby; (i) The Newco LLC Agreement, the Strategic Alliance Agreement, the Non-Competition Agreements and the Services Agreement (First Closing Only). (j) Such other actions, documents, instruments, filings and consents as reasonably shall be required to consummate the transactions contemplated hereby, which obligation shall not be merged into this Agreement and shall survive the Closing. 8.5 At the applicable Closing, Purchaser will execute (or cause the applicable party affiliated with Purchaser to execute) and/or deliver to Title Company the following documents to the extent applicable to the particular Closing: (a) the portion of the Cash required to be paid on the applicable Closing Date, (b) the Assignment, (c) the Closing Statement, (d) re-certification by Purchaser, as of the applicable Closing, of Purchaser's lien affidavitrepresentations and warranties made herein in the form of said Exhibit T, a gap indemnity (e) certified copies of all resolutions evidencing the authority of Purchaser to enter into this Agreement and perform its obligations hereunder, (f) all documents and instruments as reasonably shall be required to effectuate, as applicable, the (i) written consent of each Lender and each Ground Lessor, as the case may be, to the relevant transactions contemplated hereby, (ii) assumption by Purchaser and/or an Approved Assignee of all of the Loan Guarantees and the Ground Lease Guarantees, and (iii) release of all of the Loan Guarantors and the Ground Lease Guarantors, from all of the Loan Guarantees and the Ground Lease Guarantees, respectively, all as contemplated hereby, (g) an Assignment and Assumption of Lease, (h) an Assignment and Assumption of Intangible Property, (i) the Newco LLC Agreement and the Strategic Alliance Agreement (First Closing only), (j) the Lease Assignment, and (k) such other conveyance actions, documents, certificatesinstruments, deeds filings and other instruments consents as such Purchaser or reasonably shall be required to consummate the Title Company may reasonably requiretransactions contemplated hereby, which obligation shall not be merged into this Agreement and shall survive the applicable Closing.

Closing Documents. Each Seller shall have delivered to the proper Purchaser the following with respect to its Property: (a) A good and sufficient deed with covenants against grantor's actsAt Closing, in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying title to such Property, free from all liens and encumbrances other than the Permitted Liens with respect to such Property; (b) A applicable ▇▇▇▇▇▇ Health Parties shall execute and deliver to the applicable MPT Parties the following documents necessary to consummate the transactions contemplated hereunder: With respect to Acquired Assets: (i) One or more Special Warranty Deeds (the “Deeds”) in recordable form conveying to the applicable Buyer title to the applicable Owned Real Property subject only to the Permitted Encumbrances in a form mutually agreeable to the parties. (ii) One or more Bills of sale Sale conveying the applicable property as described in Sections 1.1(c), (d) and (e), to the applicable Buyers subject only to the Permitted Encumbrances, substantially in the form attached hereto as Exhibit N. (iii) An assignment to MPT of Casper, LLC, a Delaware limited liability company, of the Ground Lease substantially in the form attached hereto as Exhibit O, together with an amendment to the lease memorandum relating thereto and assumption agreementa consent and estoppel from the landlord thereof (the “Ground Lease Documents”). (iv) To the extent possessed by Sellers, an original of all certificates of occupancy for the applicable Property. (v) Drawings, plans and specifications and maintenance and warranty manuals for the applicable Real Property, if any, that are in the possession or control of any of the ▇▇▇▇▇▇ Health Parties. (vi) A FIRPTA certificate stating that each Seller is not a non-U.S. person. (vii) An affidavit of payment of applicable sales and related Taxes; (viii) a certified list of all Tenant Leases and Collateral Leases, in form and substance reasonably satisfactory to the Parties; and (ix) such Seller other documents and Purchaserinstruments reasonably and customarily required by the Title Company, duly executed provided that the same do not impose any liability on the ▇▇▇▇▇▇ Health Parties. With respect to Financed Assets: (i) The Real Estate Loan Agreement and acknowledged the other Real Estate Loan Documents; and (ii) such other documents and instruments reasonably and customarily required by such Seller the Title Company, provided that the same do not impose any liability on the ▇▇▇▇▇▇ Health Parties. (b) At Closing, the MPT Parties, as applicable, will execute and/or deliver to the ▇▇▇▇▇▇ Health Parties, as applicable, all amounts and Purchaserdocuments necessary to consummate the transactions contemplated hereunder including, without limitation, the following with respect to the assignment Acquired Assets and/or the Financed Assets, as applicable: (i) The aggregate Purchase Price and assumption of the aggregate Real Estate Loan Amount, all of such Seller's right, title and interest in, to and under the Intangible Property, the Debt Documents with respect to such Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property in immediately available funds; and (it being understood and agreed that no portion ii) Any of the Purchase Price Ground Lease Documents to which any MPT Party is allocated to Furnishings, Fixtures and Equipment);a party. (c) To At Closing, the extent Parties shall execute and deliver the same are following with respect to the applicable Real Property being conveyed: (i) Real estate transfer declarations required by the states, counties and municipalities in any Seller's possession or control, original, fully executed copies which the applicable Property is located; (ii) A memorandum of all material Lease in form and substance reasonably satisfactory to the Parties; and (iii) Any other documents and agreements, plans and specifications and contracts, licenses and permits pertaining mutually agreed to such Property;by the Parties. (d) The LeaseAt Closing, Borrower and Lender shall execute and deliver the following with respect to the applicable Property or Properties being financed: (i) All documents required by the states, counties and municipalities in which the applicable Real Property is located; (eii) An estoppel certificate, substantially in the form attached hereto as EXHIBIT D, dated within thirty (30) days prior Any other documents mutually agreed to the Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably require; (f) An affidavit dated as of the Closing Date, in respect of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereof; and (g) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such other conveyance documents, certificates, deeds and other instruments as such Purchaser or the Title Company may reasonably requireParties.

Closing Documents. Each (a) At Closing, Seller shall have delivered deliver to Escrow Agent the proper Purchaser the following with respect to its Propertyfollowing: (ai) A good and sufficient deed with covenants against grantor's acts, in proper statutory form for recording, duly executed Assignment and acknowledged by such Seller, conveying title to such Property, free from all liens and encumbrances other than the Permitted Liens with respect to such Property; (b) A ▇▇▇▇ Assumption of sale and assignment and assumption agreement, in form and substance reasonably satisfactory to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaser, with respect to the assignment and assumption of all of such Seller's right, title and interest in, to and under the Intangible Property, the Debt Documents with respect to such Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment); (c) To the extent the same are in any Seller's possession or control, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Property; (d) The Lease; (e) An estoppel certificate, substantially Membership Interest for each Company in the form attached hereto as EXHIBIT D, dated within thirty (30) days prior Exhibit “E” to the Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably requirethis Agreement; (fii) An affidavit dated A certification in a form reasonably acceptable to Buyer, that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Membership Interests to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, and deliver such other documents and papers which may be reasonably necessary to the consummation of the Closing DateTransaction as may be reasonably requested by Buyer, in respect or its respective counsel; (v) Certificates of Section 1445 Good Standing for each Company and Certificates of Authority from each state where the Companies are qualified to do business in; (vi) Copies of the Internal Revenue Code Certificate of 1986Formation and Operating Agreement together with all modifications and amendments thereto for each Company, certified as amended, sufficient true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for each Company to provide one exemption under subdivision which a certification from an authorized officer of Seller shall be attached stating that the Limited Liability Company Agreements have not been modified or amended except in requested herein; (bviii) thereofThe original Title Insurance issued by First American Insurance Company for each Property; and (gix) A parties Notice to Tenant notifying Tenant of this Transaction; (b) At closing, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such documents as Seller or Seller’s respective counsel, may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for each Company; and (iv) Such documents described in possession affidavitthis Agreement to be executed by Buyer, mechanic's lien affidavit, a gap indemnity and deliver such other conveyance documentsdocuments and papers which may be reasonably necessary to the consummation of the Transaction as may be reasonably requested by Seller, certificates, deeds and other instruments as such Purchaser or the Title Company may reasonably requireSeller’s respective counsel.

Closing Documents. Each Seller shall have delivered to the proper Purchaser the following with respect to its Property----------------- Purchaser: (a) A good and sufficient special warranty deed with covenants against grantor's actsin form as shall be customary in the jurisdiction in which the Property is located, in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying fee simple title to such the Property, free from all liens and encumbrances other than the Permitted Liens with respect to such PropertyEncumbrances; (b) A ▇▇▇▇ of sale and assignment and assumption agreement, substantially in the form and substance reasonably satisfactory to such Seller and Purchaserattached hereto as Exhibit R, duly executed and acknowledged by such Seller and PurchaserSeller, --------- with respect to the assignment and assumption of all of such Seller's right, title and interest in, to and under the Intangible PropertyFF&E, the Debt Documents and the Intangible Property with respect to such the Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment); (c) An assignment and assumption agreement, substantially in the form attached hereto as Exhibit S, duly executed and acknowledged by Seller, --------- with respect to all of Seller's right, title and interest in, to and under the Space Leases with respect to the Property; (d) Duly executed transfer tax forms, as required by applicable law; (e) To the extent the same are in any Seller's possession or control, originalpossession, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits Contracts pertaining to such the Property; (df) The LeaseA duly executed original counterpart of the Operating Lease for the Hotel and all other documents and sums required to be delivered by Seller pursuant thereto (including without limitation any Subordination, Nondisturbance and Attornment Agreement, if any, between Seller, as tenant, and any Mortgagee); (eg) An estoppel certificateIf necessary, an assignment and assumption agreement, substantially in the form attached hereto as EXHIBIT DExhibit W, dated within thirty (30) days prior duly executed and acknowledged by Seller and Operating Lessee, with respect to all of Seller's right, title and interest in, to and under the Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably requireContracts; (fh) Duly executed Estoppel Certificates from the franchisor under the Franchise Agreement; provided that any such Estoppel Certificate shall be provided to Purchaser prior to Closing promptly following receipt by Seller of the same; (i) Certificates of title for any motor vehicles constituting a portion of the FF&E; (j) Franchisor Comfort Letters; (k) Subject to the provisions of Section 11.1, copies of the ------------ Liquor License for the Hotel; (l) All original Documents, to the extent in Seller's possession and control, including without limitation all keys, access cards and access combinations for the Hotel; (m) Certified copies of all charter documents, applicable corporate resolutions and certificates of incumbency with respect to Seller; (n) An affidavit dated as of the Closing Date, Seller in respect of accordance with Section 1445 of the Internal Revenue Code and such documentation as shall be required to comply with the reporting requirements of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereofSection 1099-S of the Code; and (go) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such Such other conveyance documents, certificates, deeds deeds, affidavits, and other instruments as such Purchaser or the Title Company may reasonably requirerequire to omit standard exceptions to title and to effectuate the transactions contemplated hereunder, including without limitation GAP undertakings, or as customarily given by sellers in connection with real or personal property with respect to the state in which the Property is located.

Closing Documents. Each At the closing Seller shall execute and deliver to Purchaser: (a) the certificate or certificates for the Shares, duly endorsed so as to effectively transfer ownership of the Shares to Purchaser, together with all appropriate Federal and State transfer tax stamps affixed (b) letters of resignation from each director and officer of the Corporation, effective as of the closing hereunder, together with a certificate of the resigning secretary of the Corporation, duly certified by the resigning president and each resigning director of the Corporation, certifying that at a meeting of the directors of the Corporation, duly called and held and at which a quorum was present, the resignation of the officers and directors thereof was accepted, and that there were duly elected in the place thereof, effective as of the closing hereunder, such persons as Purchaser theretofore shall have designated in writing as officers and directors of the Corporation (c) the Certificate of Incorporation or other organizational documents of the Corporation, and the Bylaws, minute book, stock certificate book, and seal of the Corporation; any bills, vouchers, records showing the ownership of the furniture, furnishings, equipment, other property used in the operation of the Corporation; and all other books of account, records and contracts of the Corporation, or in the event of lost documents an affidavit of lost documents on a form of affidavit as annexed hereto as Exhibit 1 (d) such other instruments in form and substance satisfactory to Purchaser's attorney as may be necessary or proper to transfer to Purchaser good and marketable title to all other ownership interests in the Corporation to be transferred under this agreement At the closing Seller shall deliver to Purchaser all keys for the business. Seller shall do all further acts and things as may be necessary, or reasonably requested by Purchaser, to consummate the transactions contemplated by this agreement, including the acquisition of possession of the Corporation. Seller shall advise Purchaser of, and cause to be delivered to Purchaser, all trade secrets and proprietary information pertaining to the proper business. At the closing Purchaser shall execute and deliver to Seller on a form of receipt annexed hereto as Exhibit 2 the following with respect to its Propertyfollowing: (a) A good receipt of payment and sufficient deed with covenants against grantor's acts, release of advances due in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying title to such Property, free the amount of $71,000 from all liens and encumbrances other than the Permitted Liens with respect to such Property;Braydon Capital Corp. (b) A ▇▇▇▇ receipt of sale payment and assignment and assumption agreement, release of advances due in form and substance reasonably satisfactory to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaser, with respect to the assignment and assumption amount of all of such Seller's right, title and interest in, to and under the Intangible Property, the Debt Documents with respect to such Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment);$45,000 from Prosper Consulting Corp. (c) To A receipt of payment and release of advances due in the extent the same are in any Seller's possession or control, original, fully executed copies amount of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Property;$15,000 from Gold Street Capital Corp. (d) The Lease;A receipt of payment and release of account payable due in the amount of $71,500 from Gold Street Capital Corp. and (e) An estoppel certificate, substantially in the A Bill of Sale on a form attached o▇ ▇▇nexed hereto as EXHIBIT D, dated within thirty (30) days prior to the Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably require; (f) An affidavit dated as of the Closing Date, in respect of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereof; and (g) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such other conveyance documents, certificates, deeds and other instruments as such Purchaser or the Title Company may reasonably require.Exhibit 3

Closing Documents. Each Seller Developer or the Tenant (as applicable) shall have delivered to the proper Purchaser the following with respect to its PropertyInvestor: (a) A good and sufficient limited warranty deed with covenants against grantor's acts, or its local equivalent, in proper statutory form for recording, duly executed and acknowledged by such SellerDeveloper, conveying good and marketable title to such the Development Property, the Improvements thereat and the Real Property of which they form a part, free from all liens and encumbrances other than the Permitted Liens with respect Encumbrances, which deed shall be substantially in the form attached hereto as Exhibit B (subject to such Propertychanges thereto as are required to conform with local requirements and practices); (b) A ▇▇bill ▇▇ of sale and assignment and assumption agreement, in the form and substance reasonably satisfactory to such Seller and Purchaserattached hereto as Exhibit C, duly executed and acknowledged by such Seller and PurchaserDeveloper, with respect to the assignment and assumption of all of such SellerDeveloper's right, title and interest in, to and under the Intangible Propertyother Development Assets including, without limitation, the Debt Documents FF&E, the Contracts, the Documents, the Intangible Property and the Tenant Leases with respect to such the Development Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment); (c) To An amendment to the extent the same are in any Seller's possession or control, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Property; (d) The Lease; (e) An estoppel certificate, substantially Lease in the form attached hereto as EXHIBIT DExhibit D , dated within thirty all other documents and sums required to be delivered by the Developer Parties and/or the Tenant pursuant to such amendment and an instrument in recordable form confirming the removal of the Existing Property from Lease; (30d) days prior Certified copies of all charter documents, applicable corporate resolutions and certificates of incumbency with respect to the Closing Date, executed by Developer Parties and the lender and such other parties to Tenant; (e) Such ratification of the Debt Incidental Documents (as such Purchaser may defined in the Lease) as Investor shall reasonably requirerequested; (f) An affidavit dated as of Lien and judgment searches with respect to the Closing Date, in respect of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient Developer Parties and Tenant satisfactory to provide one exemption under subdivision (b) thereofLandlord; and (g) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such Such other conveyance documents, certificates, deeds deeds, affidavits, financing statements and other instruments as such Purchaser Investor or the Title Company may reasonably requirerequire or are customary to effectuate the transactions contemplated by this Agreement or the amendment to the Lease.

Closing Documents. Each Seller At the Closing, the Equity Holders will have delivered, or will have caused to be delivered to Buyer, all of the following documents: (i) a certificate from the Secretary of the Company certifying as to correct and complete copies of (A) the Company’s Organizational Documents, and (B) prior to the Merger, a certified copy of Articles of Incorporation and Certificate of Good Standing for the Company from the Wisconsin Secretary of State; (ii) the Certificate of Merger, executed by the Company; (iii) a certificate, dated the Closing Date and signed by an executive officer of the Company, that each of the following have been satisfied, unless waived by Buyer: (A) the representations and warranties of the Equity Holders contained in this Agreement, and in the other Transaction Documents and any certificate or other writing delivered by the Equity Holders pursuant hereto, shall be true and correct in all respects (in the case of any representation or warranty qualified by 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 and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). (B) the Company shall have delivered duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by them prior to or on the proper Purchaser the following Closing Date; provided, that, with respect to its Property:agreements, covenants and conditions that are qualified by materiality, the Company shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (aiv) A good and sufficient deed with covenants against grantor's actsstock certificates representing the Equity Interests, in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying title to such Property, free as well as assignments separate from all liens and encumbrances other than the Permitted Liens certificate with respect to the Equity Interests assigning such PropertyEquity Interests to Buyer, executed by each Equity Holder, or if any certificate shall have been lost or destroyed, an affidavit of that fact by the Equity Holder claiming such certificate is lost or destroyed in substitute of the stock certificate representing the Equity Interests; (bv) A written resignations of the officers and members of the board of directors of the Company, each duly executed by the appropriate parties; (vi) the original record and minute books, equity ledgers and registers, and company seals, if any, of the Company, which shall be available to Buyer at the Company’s corporate office; (vii) an employment agreement in form acceptable to Buyer, executed by the Company and ▇▇▇▇ ▇▇▇▇▇▇; (viii) the Subscription Agreement, executed by the Equity Holders; (ix) a certificate of sale and assignment and assumption agreement, in form and substance reasonably satisfactory to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaser, with respect to non-foreign status of each Equity Holder meeting the assignment and assumption requirements of all of such Seller's right, title and interest in, to and under the Intangible Property, the Debt Documents with respect to such Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and EquipmentTreasury Regulation Section 1.1445-2(b)(2); (cx) To lease agreements between the extent Company and applicable Affiliates of the same are Company in any Seller's possession or control, original, fully executed copies forms acceptable to Buyer for Leased Real Property owned by Affiliates of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Property; (d) The Lease; (e) An estoppel certificate, substantially in the form attached hereto as EXHIBIT D, dated within thirty (30) days prior to the Closing DateCompany, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably require; (f) An affidavit dated as applicable Affiliates of the Closing Date, in respect of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereofCompany; and (gxi) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such other conveyance documents, certificates, deeds and other instruments documents relating to the transactions contemplated by this Agreement as such Purchaser or the Title Company Buyer may reasonably requirerequest prior to Closing.

Closing Documents. Each Seller (a) At the time of Closing, the Company and the Partnership shall have delivered deliver to Home Properties the proper Purchaser following: (i) Properly executed Assignments to Home Properties of no less than one hundred percent (100%) of the following Interests; (ii) A current rent roll ("RENT ROLL") certified, as of the date of Closing, which shall include a correct list of all tenants, all rental obligations of each tenant with respect to its Property:the Property and all security deposits along with a copy of all leases shown on the Rent Roll; (aiii) A good certificate of title and sufficient deed with covenants against grantor's acts, in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying any other documentation necessary to transfer title to any vehicles, if any; (iv) Copies of the personnel files of all employees employed at the Property by the Company, if any, and remaining in the employment of Home Properties after the Closing; (v) An executed original of the Registration Rights Agreement and the Lock-Up Agreement in the form attached hereto as EXHIBIT D and EXHIBIT F, respectively; (vi) An estoppel certificate from the Existing Lender confirming that there is no default under the Existing Loan, and that there exists no event that with the passage of time or the giving of notice, or both, would constitute such Propertya default; (vii) Any and all affidavits, free from all liens certificates or other documents reasonably and encumbrances other than customarily required by the Permitted Liens with respect Title Company in order to such Propertycause it to issue the title policy regarding the Property in the form and condition required by this Agreement; (viii) All keys to the Property in the possession of the Company, which shall remain at the rental office and need not be brought to Closing; (ix) Such evidence of the Company's power and authority as the Title Company may reasonably request; (x) A signed counterpart of the Escrow Agreement in form substantially similar to EXHIBIT G; and (xi) Any additional funds, documents and/or instruments as may be necessary for the proper performance by the Company of its obligations contemplated by this Agreement. (xii) The representation letter substantially in the form of EXHIBIT C. (b) A ▇▇▇▇ At the time of sale Closing, Home Properties shall deliver to the Partnership the following: (i) Evidence of organization, existence and assignment authority of Home Properties and assumption agreementHME and the authority of each person executing documents on behalf of each, in form and substance reasonably satisfactory to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaser, with respect to the assignment and assumption of all of such Seller's right, title and interest in, to and under the Intangible Property, the Debt Documents with respect to such Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment)Partnership; (cii) To the extent the same are in any Seller's possession Such cash as may be required of Home Properties to pay closing costs or control, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining charges properly allocable to such PropertyHome Properties; (diii) The LeaseAn Amendment to the Home Properties' Partnership Agreement in the form necessary to admit the Partnership as limited partners of Home Properties and evidencing the issuance of the OP Units required pursuant to this Agreement; (eiv) An estoppel certificate, substantially executed original of the Registration Rights Agreement in the form attached hereto as EXHIBIT D, dated within thirty (30) days prior to the Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably require; (f) An affidavit dated as of the Closing Date, in respect of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereof; and (gv) A parties in possession affidavitAny additional funds, mechanic's lien affidavit, a gap indemnity and such other conveyance documents, certificates, deeds and other documents and/or instruments as such Purchaser or may be necessary for the Title Company may reasonably requireproper performance by Home Properties of its obligations contemplated by this Agreement.

Closing Documents. Each Seller shall have delivered to At the proper Purchaser closing, the following with respect to its Propertydocuments will be executed and delivered: (a) A good and sufficient deed with covenants against grantor's actsCovenant Deed, from Seller to Buyer, covering the Real Estate, in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying title to such Property, free from all liens and encumbrances other than the Permitted Liens with respect to such Propertyrecordable form; (b) A ▇▇Bill ▇▇ Sale, from Seller to Buyer with a general warranty of sale and assignment and assumption agreement, in form and substance reasonably satisfactory to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchasertitle, with respect to the assignment and assumption of all of such Seller's right, title and interest in, to and under the Intangible Personal Property, the Debt Documents with respect to such Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment); (c) To Certificates of title for all vehicles or other certificated personal property constituting the extent Personal Property, if any, duly transferring title thereto from Seller to Buyer in the same are in any Seller's possession or control, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining condition required hereunder to such PropertyBuyer; (d) The LeaseAn Assignment and Assumption of Leases in a form acceptable to both parties; (e) An estoppel certificate, substantially assignment and assumption of all Licenses and Permits in the form attached hereto as EXHIBIT D, dated within thirty (30) days prior and substance acceptable to the Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably requireboth parties; (f) An affidavit dated as Assignment and Assumption of the Closing Date, Contracts in respect of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient a form acceptable to provide one exemption under subdivision (b) thereof; andboth parties; (g) A parties in possession affidavitOriginals or certified copies of all (i) the Leases, mechanic's lien affidavit(ii) Licenses and Permits, a gap indemnity (iii) Contracts, (iv) documents relating to the Mortgage, (v) all lease files, keys, transferable warranties and such other conveyance documentsguaranties, certificatesbuilding plans, deeds blue prints, surveys, drawings, and other instruments as information or material relating to the Property in Seller's possession and (vi) books and records regarding the income, expenses, assets, and liabilities of the Property for the years during which Seller owned the Property; (h) A Closing Statement with all notices of assessments, if any, attached; (i) Letters signed by Seller addressed to all parties to the Leases advising such Purchaser or parties of the Title Company may reasonably require.sale of the Property and directing such parties to make all future payment thereunder to Buyer;

Closing Documents. Each Seller The obligations of the Underwriters hereunder to purchase the Offered Units at the Closing Time or, if applicable, any Additional Closing Time, shall have delivered be conditional upon all representations and warranties and other statements of the Corporation herein being, at and as of the Closing Time, true and correct in all material respects, the Corporation having performed in all material respects, at the Closing Time, all of its obligations hereunder theretofore to be performed and the proper Purchaser Underwriters receiving at the following with respect to its PropertyClosing Time: (a) A good and sufficient deed with covenants against grantor's acts, in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying title favourable legal opinions of the Corporation’s counsel addressed to such Property, free from all liens and encumbrances other than the Permitted Liens with respect to such Property; (b) A ▇▇▇▇ of sale and assignment and assumption agreementUnderwriters, in form and substance reasonably satisfactory to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaserthe Underwriters, with respect to such matters as the assignment Underwriters may reasonably request relating to the Corporation, the offering of the Offered Units and assumption the transactions contemplated hereby, including, without limitation, that: (i) the Corporation has been duly incorporated and is validly subsisting and has all requisite corporate capacity and power to carry on its business as now conducted by it and to own its properties and assets as described in the Prospectuses and is qualified to carry on business under the laws of each of the jurisdictions in which it carries on a material portion of its business; (ii) the Subsidiary has been duly incorporated or amalgamated and is validly subsisting and has all requisite corporate capacity and power and authority to carry on its business as now conducted by it and to own its properties and assets and is qualified to carry on business under the laws of each of the jurisdictions in which it carries on a material portion of its business; (iii) the Corporation has full corporate power and authority to enter into this Agreement and to perform its obligations set out herein, and this Agreement has been duly authorized, executed and delivered by the Corporation and this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its respective terms, except that the validity, binding effect and enforceability of the terms of agreements and documents are subject to standard enforceability qualifications; (iv) the execution and delivery of this Agreement, the Private Placement Subscription Agreement, the Warrant Indenture and the Compensation Options and the fulfillment of the terms hereof and thereof by the Corporation, and the performance of and compliance with the terms of this Agreement by the Corporation does not and will not result in a breach of, or constitute a default under, and does not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under: (a) any applicable laws of the Province of Ontario or the federal laws of Canada applicable therein; (b) any term or provision of the articles or by-laws, as applicable, of the Corporation; (c) of which counsel is aware, any resolutions of the shareholders or directors (or any committee thereof) of the Corporation; (d) of which counsel is aware, any indenture, mortgage, note, contract, agreement (written or oral), instrument, lease or other document to which the Corporation is a party or by which it is bound; or (e) of which counsel is aware, any judgment, decree or order, of any court, governmental agency or body or regulatory authority having jurisdiction over or binding the Corporation or its properties or assets, which individually or in the aggregate would result in a material adverse effect, would materially impair the ability of the Corporation to perform the obligations contemplated by this Agreement, the Private Placement Subscription Agreement, the Warrant Indenture or the Compensation Options, or would materially impair or affect the consummation of the transactions contemplated by this Agreement or the Private Placement Subscription Agreement; (v) the Offering and the Concurrent Private Placement have been duly authorized by all necessary corporate action on the part of the Corporation; (vi) the Underlying Securities have been duly and validly created, allotted and issued as fully paid and non-assessable Common Shares and Warrants of the Corporation and, upon exercise of the Warrants in accordance with the Warrant Indenture, the Warrant Shares will be fully paid and non-assessable shares of the Corporation; (vii) the attributes of the Offered Units, Private Placement Units, Underlying Securities and Warrant Shares conform in all material respects with the description thereof contained in the Prospectuses and the Subscription Agreement, as applicable; (viii) the Compensation Options have been duly and validly created, allotted and issued as fully paid and non-assessable Compensation Options of the Corporation, and upon exercise of the Compensation Options in accordance with the terms of the Compensation Options, the Compensation Option Underlying Shares and Compensation Option Underlying Warrants will be fully paid and non-assessable shares and warrants of the Corporation, and upon exercise of the Compensation Option Underlying Warrants, the Compensation Option Underlying Warrant Shares will be fully paid and non-assessable shares of the Corporation; (ix) subject to the qualifications set out in the Prospectuses under the heading “Eligibility for Investment”, the Offered Units, the Private Placement Units and the Common Shares and Warrants underlying the Offered Units and Private Placement Units and the Warrant Shares underlying the Warrants are “qualified investments” for Exempt Plans, and the statements in the Prospectuses under the heading “Eligibility for Investment” constitute a fair summary of the matters discussed therein; (x) all necessary documents have been filed, all necessary proceedings have been taken and all legal requirements have been fulfilled as required under the Applicable Securities Laws of each of the Qualifying Provinces in order to qualify the Offered Units for distribution and sale to the public in each of such Seller's right, title Qualifying Provinces by or through investment dealers and interest in, to and brokers duly registered under the Intangible PropertyApplicable Securities Laws who have complied with the relevant provisions of such Applicable Securities Laws; (xi) no filing, proceeding, approval, consent or authorization is required to be made, taken or obtained by the Corporation under Applicable Securities Laws to permit the issuance by the Corporation of the Offered Units, the Debt Documents Private Placement Units, the Underlying Securities, the Compensation Options or the Compensation Option Underlying Securities, provided that no commission or other remuneration is paid or given in respect of the distribution except for administrative or professional services or for services performed by a registered dealer, except as may be required under Applicable Securities Laws and the requirements of the Exchange; (xii) the Corporation has the necessary corporate power and authority to sign and deliver the Prospectuses and the Private Placement Subscription Agreement and all necessary corporate action has been taken by the Corporation to authorize the signing and delivery by it of the Prospectuses and the Subscription Agreement, and the filing of the Prospectuses, as the case may be, in each of the Qualifying Provinces in accordance with Applicable Securities Laws; (xiii) TSX Trust Company, at its principal offices in T▇▇▇▇▇▇, ▇▇▇▇▇▇▇, has been duly appointed the transfer agent and registrar for the Common Shares and the warrant agent and registrar for the Warrants; (xiv) the form and terms of the definitive certificates representing the Common Shares, the Warrants and the Compensation Options have been duly approved and adopted by the board of directors of the Corporation and comply with all legal requirements (including the requirements of the Exchange) relating thereto; and (xv) the authorized capital of the Corporation. It is understood that the Corporation’s counsel may rely on the opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than where they are qualified to practice law, and on certificates of officers of the Corporation, the transfer agent and the Corporation’s auditors as to relevant matters of fact; (b) a certificate of the Corporation dated the Closing Date addressed to the Underwriters and signed on behalf of the Corporation by the Chief Executive Officer and the Chief Financial Officer of the Corporation or such other officers of the Corporation satisfactory to the Underwriters, acting reasonably, with respect to such Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property to: (it being understood and agreed that no portion i) the constating documents of the Purchase Price is allocated Corporation; (ii) the resolutions of the directors of the Corporation relevant to Furnishingsthe Offering and the Concurrent Private Placement, Fixtures the sale of the Offered Units and Equipment)Private Placement Units, the Compensation Options, the grant of the Underwriters’ Option and Underwriters’ Private Placement Option, and, the authorization of this Agreement and the transactions contemplated herein; and (iii) the incumbency and signatures of signing officers for the Corporation; (c) To the extent Underwriters receiving certificates of status and/or compliance, where issuable under applicable law, for the same are in any Seller's possession or controlCorporation and the Subsidiary, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining each dated within one (1) Business Day prior to such Propertythe Closing Date; (d) The Leasea certificate of the Corporation dated the Closing Date addressed to the Underwriters and signed on behalf of the Corporation by the Chief Executive Officer and the Chief Financial Officer of the Corporation or such other officers of the Corporation satisfactory to the Underwriters, acting reasonably, certifying, on behalf of the Corporation and without personal liability, that: (i) the Corporation has complied with and satisfied all terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to the Closing Time; (ii) the representations and warranties of the Corporation set forth in this Agreement are true and correct at the Closing Time, as if made at such time except where the failure to be true and correct would not, individually or in the aggregate, result in a material adverse effect; and (iii) no event of a nature referred to in Section 6(1), Section 6(2), Section 11(1)(a), Section 11(1)(b), Section 11(1)(b) or Section 11(1)(c) has occurred or to the knowledge of such officer is pending, contemplated or threatened (excluding any requirement to make any determination as to any Underwriter’s opinion or determination); and each such statement shall be true and the Underwriters shall have no knowledge to the contrary; (e) An estoppel certificatecomfort letter(s) of the Corporation’s auditors to provide a customary “bring-down” comfort letter from the Corporation’s auditors pursuant to Section 4(c) addressed to the Underwriters and dated the Closing Date, substantially satisfactory in form and substance to the Underwriters, acting reasonably, bringing the information contained in the form attached hereto as EXHIBIT Dcomfort letters referred to in Section 4(c) hereof up to the Closing Time, dated within thirty (30) days which comfort letters shall be not more than 2 Business Days prior to the Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably require; (f) An affidavit dated as the Underwriters receiving the executed lock-up agreements from each director and officer of the Closing Date, Corporation in respect of Section 1445 favour of the Internal Revenue Code Underwriters in a form satisfactory to the Underwriters as required pursuant to Section 14(1) of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereof; andthis Agreement; (g) A parties evidence satisfactory to the Underwriters that the Corporation has obtained all necessary third party approvals and all necessary approvals of the Exchange for the issuance of the Offered Units, the Private Placement Units, the Underlying Securities, the Compensation Options and the Compensation Option Underlying Securities, subject only to the filing of Prospectuses and ancillary documentation in respect of the Offered Units and required documents which are in the possession affidavit, mechanic's lien affidavit, a gap indemnity of the Corporation on the Closing Date and payment of applicable fees; (h) such other conveyance documentscertificates and documents as the Underwriters may request, certificates, deeds and other instruments as such Purchaser or the Title Company may reasonably requireacting reasonably.

Closing Documents. Each 9.1 At the Closing, Seller shall have delivered execute and/or deliver to Purchaser and, where applicable, the proper Purchaser Title Company, the following with respect to its Property: (a) A good and sufficient deed with covenants against grantor's actsfollowing, in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying title to such Property, free from all liens and encumbrances other than the Permitted Liens with respect to such Property; (b) A ▇▇▇▇ of sale and assignment and assumption agreement, in form and substance reasonably satisfactory to such Purchaser: (a) A duly executed and acknowledged general warranty deed conveying good and marketable fee simple title to the Land, the Improvements and all easements and other rights appurtenant thereto to Purchaser, subject only to the Permitted Exceptions. (b) An originally executed counterpart of an assignment by Seller to Purchaser, in form and of substance reasonably satisfactory to Seller and Purchaser, of the Licenses and Permits, along with the consent to such assignment from any third party to any of the Licenses and Permits (the “Assignment”). (c) A fully-executed original counterpart of the Lease. (d) Possession of the Property, subject to the Lease and all of the terms and conditions thereof. (e) Such affidavits and/or certifications required by the Title Company to provide the Title Policy, along with the endorsements thereto reasonably required by Purchaser, including, without limitation, an ALTA Statement in the form then customarily in use by the Title Company (the “Title Affidavits”). (f) A certificate of non-foreign status of Seller. (g) Written agreements with any real estate broker, finder or real estate agent involved herewith, wherein the same agree to be bound by the terms of Paragraph 13.8 hereof. (h) A duly executed and acknowledged by such Seller and Purchasercopy of an Illinois Responsible Property Transfer Affidavit (the “IRPTA Affidavit”), if required, in order to comply with respect to the assignment and assumption of all applicable law. (i) Certified copies of such Seller's documents as shall be reasonably necessary to evidence the authority of Seller to enter into this Agreement and perform its obligations under this Agreement. (j) Such other documents and instruments as shall be required to transfer to Purchaser the right, title and interest inof Seller in and to all of the Property. 9.2 At the Closing, Purchaser will deliver to and under the Intangible Property, the Debt Documents with respect to such Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property Seller (it being understood and agreed that no portion of a) the Purchase Price is allocated to Furnishingsin accordance with Article 2 hereof; (b) an assumption by Purchaser of the Assignment; provided, Fixtures however, that such assumption shall not impose any liability on Purchaser for any acts or omissions of Seller or S▇▇▇▇▇, as the case may be, under the Licenses and Equipment); (c) To the extent the same are in any Seller's possession or control, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Property; (d) The Lease; (e) An estoppel certificate, substantially in the form attached hereto as EXHIBIT D, dated within thirty (30) days Permits that shall have occurred prior to the Closing Date; (c) a fully-executed original counterpart of the Lease; (d) the Title Affidavits, executed if required by the lender and such other parties Title Company; (e) an executed counterpart of the IRPTA Affidavit, if required in order to the Debt Documents as such Purchaser may reasonably require; comply with applicable law; (f) An affidavit dated certified copies of such documents as shall be reasonably necessary to evidence the authority of Purchaser to enter into this Agreement and perform its obligations under this Agreement; and (g) such other documents and instruments as shall be required to transfer to Purchaser the right, title and interest of Seller in and to all of the Closing DateProperty. 9.3 At the Closing, in respect of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision Seller and Purchaser jointly shall deliver (a) a closing statement and (b) thereof; and (g) A parties in possession affidavitany and all state, mechanic's lien affidavitcounty and local transfer tax declarations, a gap indemnity if and such other conveyance documents, certificates, deeds and other instruments as such Purchaser or to the Title Company may reasonably requireextent required by applicable law.

Closing Documents. Each Seller (a) Sellers and the Major Shareholder shall have delivered deliver to Purchaser at the proper Purchaser Closing the following with respect documents, duly executed by Sellers where necessary to its Propertymake them effective: (i) an officer's certificate in the form set forth in Exhibit G attached hereto, stating that the preconditions specified in Section 5.1 (a) A through (m) have been satisfied; (ii) copies of all necessary third party and governmental consents, approvals, releases and filings required in order to effect the transactions contemplated by this Agreement; (iii) such stamped recordable warranty deeds, instruments of sale, transfer, assignment, conveyance and delivery (including all vehicle titles), as are required in order to transfer to Purchaser good and sufficient deed with covenants against grantor's actsmarketable title to the Purchased Assets, free and clear of all liens, charges, security interests and other encumbrances, except for Permitted Encumbrances; (iv) such assignment of Leases as Purchaser may reasonably request; (v) certified copies of the resolutions duly adopted by the Board of Directors and Shareholders of Sellers authorizing the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby, and the consummation of all other transactions contemplated by this Agreement; (vi) all of Sellers' contracts and commitments, files, books, records and other data relating to the Business and the Purchased Assets; (vii) copies of good standing certificates in proper statutory form for recordingall jurisdictions where the Sellers are qualified to do business in which ownership of the Purchased Assets or the conduct of the Business requires Sellers to be so qualified; (viii) a certificate of the Secretary of each Seller, duly executed certifying as to the correctness and acknowledged by completeness of the Articles of Incorporation, Bylaws, Articles of Organization and Operating Agreement of such Seller, conveying title as appropriate, and all amendments thereto; (ix) a Transitional Services Agreement between Purchaser and Sellers reasonably agreeable to the parties (the "Services Agreement"); (x) Purchaser and the Major Shareholder shall have entered into an agreement regarding the maintenance of the Major Shareholder's B-D License (the "B-D License Agreement"); (xi) the Non-Compete Agreement and the Non-Solicitation Agreements; (xii) the Lease Agreement; (xiii) the financial statements for the Sellers for the months of July and August of 1998; (xiv) the Cash Payments Transfer Side Agreement; and (xv) such Property, free from all liens other documents or instruments as Purchaser may request to effect the transactions contemplated hereby. All of the foregoing documents in this Section 7.3(a) shall be reasonably satisfactory in form and encumbrances other than substance to Purchaser and shall be dated the Permitted Liens with respect to such Property;Closing Date. (b) A ▇▇▇▇ Purchaser shall deliver to Sellers and the Major Shareholder at the Closing the following items, duly executed by Purchaser where necessary to make them effective: (i) the amount of sale the Purchase Price payable at Closing as provided in Section 2.1; (ii) the Promissory Note and assignment the Security Agreement; (iii) an officer's certificate in the form set forth as Exhibit H attached hereto, stating that the preconditions specified in Section 6.1 (a) through (g) hereof have been satisfied; (iv) copies of all necessary third party and assumption agreementgovernmental consents, approvals, releases and filings required in order for Purchaser to effect the transactions contemplated by this Agreement; (v) the Lease Agreement, the Service Agreement, the B-D License Agreement and the Cash Payments Transfer Side Agreement; (vi) the Non-Compete Agreement and the Non-Solicitation Agreements; and (vii) such other documents or instruments as Sellers reasonably may request to effect the transactions contemplated hereby. All of the foregoing documents in this Section 7.3(b) shall be reasonably satisfactory in form and substance reasonably satisfactory to such Seller Sellers and Purchaser, duly executed and acknowledged by such Seller and Purchaser, with respect to the assignment and assumption of all of such Seller's right, title and interest in, to and under the Intangible Property, the Debt Documents with respect to such Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment); (c) To the extent the same are in any Seller's possession or control, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Property; (d) The Lease; (e) An estoppel certificate, substantially in the form attached hereto as EXHIBIT D, dated within thirty (30) days prior to the Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably require; (f) An affidavit shall be dated as of the Closing Date, in respect of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereof; and (g) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such other conveyance documents, certificates, deeds and other instruments as such Purchaser or the Title Company may reasonably require.

Closing Documents. Each (a) At the Closing, Seller shall have delivered deliver, or cause to be duly executed, acknowledged (if required) and delivered, to the proper Purchaser Title Company the following with respect to its Propertythe Property being sold by Seller pursuant hereto: (ai) A good special or limited warranty deed containing a legal description of the Property as set forth in Purchaser’s title commitment (“Title Commitment”) subject only to the Permitted Exceptions. If there is any discrepancy between the legal description in the Title Commitment and sufficient deed with covenants against grantor's actson the Exhibits attached hereto, Seller agrees to convey the Property using the legal description from the Title Commitment provided that, in proper statutory form such case, Seller is held harmless by the Title Company for recording, duly executed and acknowledged by such Seller, conveying title to such Property, free from all liens and encumbrances other than any claim or liability arising out of the Permitted Liens with respect to such Propertyuse of a revised legal description; (bii) A ▇▇▇▇ standard form vendor’s affidavit signed by Seller containing such statements of sale and assignment and assumption agreementfact by Seller or to Seller’s knowledge, in form and substance reasonably satisfactory relating to such acts taken by Seller and Purchaser, duly executed and acknowledged by such or any affiliate of Seller and Purchaser, with respect to the assignment and assumption of all of such Seller's right, title and interest in, to and under the Intangible Property, as may be reasonably required by the Debt Documents with respect Title Company for Purchaser to such Property, obtain the Title Policy for the Property containing no exceptions except the Permitted Exceptions and any of such Seller's Furnishings, Fixtures and Equipment with respect otherwise sufficient for the Title Company to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment);provide “gap” coverage. (c) To the extent the same are in any Seller's possession or control, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Property; (diii) The Lease; (e) An estoppel certificate, substantially Lease Termination Agreement in the form attached hereto as EXHIBIT D, dated within thirty (30) days prior to the Closing Date, Exhibit “C” executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably requireSeller; (fiv) An A sales disclosure form; (v) A non-foreign affidavit dated as of within the Closing Date, in respect meaning of Section 1445 of the Internal Revenue Code and Regulations promulgated therewith; (vi) Evidence, which is reasonably satisfactory to the Title Company, (a) authorizing the sale of 1986, as amended, sufficient to provide one exemption under subdivision the Property by Seller; and (b) thereofauthorizing the execution, delivery and performance of all documents contemplated hereby by Seller; (vii) A certificate stating that all representations, warranties and covenants of Seller set forth herein remain true and correct in all material respects at and as of the Closing; and (gviii) All other agreements, documents or instruments required under the terms of this Agreement to be executed and/or delivered by Seller or reasonably necessary to effectuate the transaction contemplated hereunder, provided such documents are consistent with Seller’s express obligations under this Agreement. Prior to the Closing Date, risk of loss shall be borne between Landlord and Tenant as more fully set forth in the Existing Lease for the Property. This provision shall supersede any contrary provision of applicable law. (b) At the Closing, the Purchaser shall deliver, or cause to be duly executed, acknowledged (if required) and delivered, to the Title Company, the following: (i) Cash or other immediately available funds for (x) the Purchase Price payable at Closing (subject to application of the Deposit in accordance with the terms of this Agreement) for the Property in accordance with Section 2 hereof, and (y) for the payment of all other sums due from Purchaser in accordance with this Agreement; (ii) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity sales disclosure document as required by Indiana law; (iii) The Lease Termination Agreement executed by Purchaser; (iv) Evidence which is reasonably acceptable to Seller and such other conveyance documents, certificates, deeds and other instruments as such Purchaser or the Title Company authorizing the purchase of the Property by Purchaser; and (v) Such other certificates, instruments, papers or documents as Seller may reasonably requirerequest.

Closing Documents. Each At and as of the Closing, Seller and Buyer shall have delivered execute and deliver all such bills of sale, consents, endorsements, assignments and other instruments of assignment, transfer and conveyance as shall be necessary to transfer, assign and convey to Buyer all of the proper Purchaser Assets to be transferred, assigned and conveyed under this Agreement, and for Buyer to assume the Assumed Liabilities hereunder, together with all consents and certificates required hereunder and all documents otherwise required under this Agreement, including, but not limited to, the following with respect to its Property:(collectively the "Closing Documents"): (a) A good and standard common law or statutory special warranty deed in recordable form, sufficient deed with covenants against grantor's acts, in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying to convey indefeasible fee simple title to such the Property to Buyer in accordance with the provisions hereof; the deed shall be deemed to include all appurtenances to the Property, free from including all liens right, title and encumbrances other than interest, if any, of the Permitted Liens with respect grantor in and to such any land lying in the bed of any street adjoining the Property to the centerline thereof, and the existing improvements located on the Property;. (b) A ▇▇bill ▇▇ of sale and assignment and assumption agreement, in form and substance reasonably satisfactory to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaser, with respect Buyer transferring to the assignment and assumption of Buyer all of such Seller's right, title and interest in, in and to and under the Intangible Property, the Debt Documents with respect to such PropertyPersonality, and any covenanting and warranting that Seller has good and marketable title to the items thereby transferred, free and clear of such all liens, mortgages, charges, security interests and other encumbrances and against the acts of Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment);. (c) To An assignment in form and substance satisfactory to Buyer transferring to Buyer all of Seller's right, title and interest in and to (i) the Contracts, Leases and Permits and Licenses (to the extent legally possible) and (ii) all warranties and guarantees by third persons with respect to (A) any of the same are in property under the Contracts and Leases or (B) any Seller's possession or control, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Property;the other Assets as provided herein. (d) The Lease;Such affidavits and indemnities from Seller as Buyer's title insurance company may reasonably require in order to omit from any title insurance policies all exceptions except for the Permitted Exceptions, including but not limited to exceptions for (i) judgments, bankruptcies, taxes and municipal claims, (ii) parties in possession other than current occupants pursuant to agreements with Seller, (iii) mechanics' or materialmens' liens and (iv) encroachments or survey discrepancies of any nature. (e) An estoppel certificateA certificate in form and substance satisfactory to Buyer from Seller certifying that all representations and warranties made by Seller in this Agreement and any of the Closing Documents are and continue to be true and correct in all respects on and as of the Closing Date and each and every covenant and agreement of Seller to be performed prior to or as of Closing Date pursuant to this Agreement or any of the Closing Documents have been performed. (f) A "FIRPTA" certificate in form and substance satisfactory to Buyer and in conformance with Section 1445(b)(2) of the IRC, substantially in to the form attached hereto as EXHIBIT D, effect that neither Seller nor any third-party seller/transferor is a foreign person. (g) Certification of corporate or partnership existence and good standing of each entity comprising Seller from the Pennsylvania Corporation Bureau dated within no more than thirty (30) days prior to Closing. (h) Such certificates, affidavits and other documents reflecting the power and authority of Seller to enter into and to perform its obligations hereunder, and as to the due authorization of any person acting for Seller at the Closing Dateor otherwise, executed by the lender and such other parties to the Debt Documents as such Purchaser legal counsel for Buyer or any title insurance company may reasonably require;request. (fi) Copies of lien searches with respect to Seller and the Assets conducted in Allegheny County, Pennsylvania and at the Office of the Secretary of State for the Commonwealth of Pennsylvania. (j) An affidavit opinion of Seller's counsel ("Counsel"), dated as of the Closing Date, and addressed to Buyer to the effect that (i) Seller is a limited partnership duly organized, validly existing and in respect of Section 1445 good standing under the laws of the Internal Revenue Code Commonwealth of 1986Pennsylvania and is qualified to do business therein; (ii) the execution and delivery of this Agreement and the Closing Documents by Seller, the performance by Seller of its obligations hereunder and thereunder and the sale and purchase of the Assets have been duly authorized by all necessary partnership action on the part of Seller (including any necessary approval by Seller's general partner); (iii) this Agreement and the Closing Documents executed by Seller are valid and binding obligations of Seller enforceable against Seller in accordance with their respective terms; (iv) the execution and delivery of this Agreement and the Closing Documents, and the consummation of the transactions hereunder and thereunder, by Seller, do not and will not constitute an event of default under, or a violation of, (A) any law, statute, rule or regulation of any court or governmental authority now in effect applicable to Seller or the Assets, (B) Seller's partnership agreement or (C) any instrument, contract or other agreement to which Seller is a party or by which Seller is bound; (v) there is no pending or, to the best of Counsel's knowledge, threatened, litigation or other proceeding or governmental investigation against or relating to Seller or to the Assets or to the transactions contemplated by this Agreement and the Closing Documents; (vi) Seller has given all notices required under Paragraph 7.10 of this Agreement which are in full force and effect and, based on the representations and warranties of Seller, any other notices to any other third parties that are necessary to permit the sale, transfer and conveyance of the Assets in accordance with the provisions of this Agreement and any applicable laws, statutes and regulations, which are in full force and effect; (vii) other than the notices referred to in Subparagraph (vi), to the best of Counsel's knowledge, no consent, approval or authorization of, or registration or filing with, any third party is required to permit the sale, transfer and conveyance of the Assets in accordance with the provisions of this Agreement and any applicable laws, statutes and regulations; (viii) to the best of Counsel's knowledge, there are no zoning restrictions, general plans or other applicable land use regulations or any private covenants, conditions or restrictions affecting the Property that prohibit the transfer of the Property or Buyer's intended use thereof as amendeda matter of right for an unlimited time period and not merely as a legal non-conforming use and (ix) the Property is taxed as a separate parcel and, sufficient to provide one exemption under subdivision (b) thereof; andthe best of Counsel's knowledge, there is nothing that prohibits the Property from being mortgaged, conveyed or otherwise dealt with as a separate lot or parcel. (gk) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such All other conveyance documentsinstruments, certificates, deeds documents and information to which Buyer may be entitled under any other instruments as such Purchaser provisions of this Agreement or the Title Company that Buyer may reasonably requirerequest in order to complete the Closing.

Closing Documents. Each Seller The Sellers shall have delivered to the proper Purchaser the following with respect to its Propertyfollowing: (ai) A good and sufficient deed with covenants against grantor's actsOne or more warranty deeds, in proper statutory form for recording, duly executed and acknowledged by such Sellerthe Sellers, conveying fee simple title to such Propertythe Land and Improvements to the Purchaser, free from all liens and encumbrances other than the Permitted Liens with respect to such PropertyExceptions, and otherwise in the form attached hereto as Exhibit A; (bii) A ▇▇▇▇ of sale and One or more assignment and assumption agreement, in form and substance reasonably satisfactory to such Seller and Purchaseragreements, duly executed and acknowledged by such Seller and Purchaserthe Sellers, with respect assigning the Intangible Property to the assignment Purchaser and assumption otherwise in the form attached hereto as Exhibit B; (iii) One or more bills of sale, duly executed by the Sellers, transferring the FF&E, Files and Records and Inventory to the Purchaser and otherwise in the form attached hereto as Exhibit C; (iv) A settlement statement, duly executed by the Sellers, which sets forth all of such Seller's right, title the adjustments and interest in, to and under the Intangible Property, the Debt Documents with respect to such Propertyprorations as described in this Agreement, and any of such otherwise in a form acceptable to all parties; (v) A so called “FIRPTA” or “Non-Foreign” affidavit, duly executed and acknowledged by each Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion in the form contemplated by Section 1445 of the Purchase Price is allocated Code, and otherwise in the form attached hereto as Exhibit D; (vi) Original copies of the Files and Records, Licenses and Permits, Resident Agreements and Service Contracts to Furnishings, Fixtures and Equipmentbe conveyed by the Sellers hereunder (delivery of which may be accomplished by leaving the same at the Facility); (cvii) To the extent the same are in any Seller's ’s possession or control, original, fully executed copies of all other material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to the Property, to the extent not duplicative of such PropertySeller’s other deliveries hereunder (delivery of which may be accomplished by leaving the same at the Facility); (dviii) The Lease; (e) An estoppel certificate, substantially in the form attached hereto as EXHIBIT D, dated within thirty (30) days prior Evidence reasonably satisfactory to the Closing Date, executed by Purchaser and the lender Title Company regarding the good standing of each Seller and the legal authority of each Seller to execute this Agreement and the other documents which such other parties Seller is required to the Debt Documents as such Purchaser may reasonably require; (f) An affidavit dated as of the Closing Date, in respect of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient deliver hereunder and to provide one exemption otherwise perform its obligations under subdivision (b) thereofthis Agreement; and (gix) A parties in possession affidavit, a mechanic's ’s lien affidavit, a gap indemnity and such other conveyance documents, certificates, deeds and other instruments as such the Purchaser or the Title Company may reasonably requirerequire and as are customary in like transactions in the county in which the Property is located.

Closing Documents. Each (a) Seller shall have delivered deliver to Purchaser at the proper Purchaser Closing the following with respect documents, duly executed by Seller where necessary to its Propertymake them effective: (ai) A good an opinion addressed to Purchaser and sufficient deed with covenants against grantor's actsdated the Closing Date, in proper statutory form for recording, duly executed and acknowledged by such substance satisfactory to Purchaser and Seller, conveying title to such Property, free from all liens and encumbrances other than the Permitted Liens with respect to such Property; (bii) A copies of all necessary third party and governmental consents, approvals, releases and filings required in order to effect the transactions contemplated by this Agreement; (iii) such stamped recordable warranty deeds, instruments of sale, transfer, assignment, conveyance and delivery, as are required in order to transfer to Purchaser good and marketable title to the Purchased Assets, free and clear of all liens, charges, security interests and other encumbrances, except for Permitted Encumbrances, including but not limited to a ▇▇▇▇ of sale Sale; (iv) certified copies of the resolutions duly adopted by the directors of Seller authorizing the execution, delivery and assignment performance of this Agreement and assumption agreementeach of the other agreements contemplated hereby, and the consummation of all other transactions contemplated by this Agreement, certified by the Secretary of the Seller; (v) all of the Seller’s contracts and commitments, files, books, records and other data directly relating to the Business and the Purchased Assets (except in the event the originals are required by law to be kept by the Seller or the originals also relate to the Seller’s operation not being sold, copies of such documents shall be delivered to the Purchaser); (vi) copies of good standing certificates in all jurisdictions where the Seller is qualified to do business in which ownership of the Purchased Assets or the conduct of the Business requires Seller to be so qualified; (vii) a certificate of the Seller, certifying as to the correctness and completeness of the Articles of Incorporation and By-laws of Seller, as appropriate, and all amendments thereto; (viii) the Estimated Inventory Report along with the detail for each component of the Inventory; (ix) the Transition Services Agreement; and (x) such other documents or instruments as Purchaser may reasonably request to effect the transactions contemplated hereby. All of the foregoing documents in this Section 5.3(a) shall be reasonably satisfactory in form and substance to Purchaser and shall be dated the Closing Date. (b) Purchaser shall deliver to Seller at the Closing the following items, duly executed by Purchaser where necessary to make them effective: (i) the amount of the Purchase Price payable at Closing as provided in Section 2.1; (ii) an opinion addressed to Seller and dated the Closing Date, in form and substance reasonably satisfactory to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaser, with respect to the assignment and assumption of all of such Seller's right, title and interest in, to and under the Intangible Property, the Debt Documents with respect to such Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment); (ciii) To the extent the same are in any Seller's possession or control, original, fully executed copies of all material documents necessary third party and agreementsgovernmental consents, plans approvals, releases and specifications and contracts, licenses and permits pertaining filings required in order for Purchaser to such Propertyeffect the transactions contemplated by this Agreement; (div) The Leasethe fully executed Promissory Note; (ev) An estoppel certificate, substantially in the form attached hereto as EXHIBIT D, dated within thirty Transition Services Agreement; and (30vi) days prior to the Closing Date, executed by the lender and such other parties documents or instruments as Seller reasonably may request to effect the Debt Documents as such Purchaser may transactions contemplated hereby. All of the foregoing documents in this Section 5.3(b) shall be reasonably require; (f) An affidavit satisfactory in form and substance to Seller and shall be dated as of the Closing Date, in respect of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereof; and (g) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such other conveyance documents, certificates, deeds and other instruments as such Purchaser or the Title Company may reasonably require.

Closing Documents. Each Seller The obligations of the Agents hereunder shall have delivered be conditional upon all representations and warranties and other statements of the Corporation herein being, at and as of the Closing Time, true and correct in all material respects, the Corporation having performed in all material respects, at the Closing Time, all of its obligations hereunder theretofore to be performed and the Agents receiving at the Closing Time and the delivery by the Corporation to the proper Purchaser the following with respect to its PropertyAgents of: (a) A good and sufficient deed with covenants against grantorfavourable legal opinions of the Corporation's acts, in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying title counsel addressed to such Property, free from all liens and encumbrances other than the Permitted Liens with respect to such Property; (b) A ▇▇▇▇ of sale and assignment and assumption agreementAgents, in form and substance reasonably satisfactory to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaserthe Agents, with respect to such matters as the assignment Agents may reasonably request relating to the Corporation, the offering of the Offered Securities and assumption the transactions contemplated hereby, including, without limitation, that: (i) the Corporation and each of the material Subsidiaries, have been duly created, incorporated or amalgamated, as the case may be, and are validly subsisting and have all requisite corporate capacity, power and authority to own and lease its properties and assets and to carry on their respective businesses as now conducted by them and as described in the Prospectuses and are qualified to carry on business under the laws of each of the jurisdictions in which they carry on a material portion of their respective businesses; (ii) the Corporation has full corporate power and authority to enter into this Agreement and the Warrant Indenture and to perform its obligations set out herein and therein, and this Agreement has been and the Warrant Indenture will, on the Closing Date, be, duly authorized, executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with their terms, except that the validity, binding effect and enforceability of the terms of agreements and documents are subject to the qualification that such validity, binding effect and enforceability may be limited by: (A) applicable bankruptcy, insolvency, moratorium, reorganization or other laws affecting creditors' rights generally; (B) equitable remedies, including the remedies of specific performance and injunctive relief, being available only in the discretion of the applicable court; (C) the statutory and inherent powers of a court to grant relief from forfeiture, to stay execution of proceedings before it and to stay executions on judgments; (D) the applicable laws regarding limitations of actions; (E) enforceability of provisions which purport to sever any provision which is prohibited or unenforceable under applicable law without affecting the enforceability or validity of the remainder of such Sellerdocument would be determined only in the discretion of the court; (F) enforceability of the provisions exculpating a party from liability or duty otherwise owed by it may be limited under applicable law; and (G) the rights to indemnity, contribution and waiver under the documents which may be limited or unavailable under applicable law; (iii) the execution and delivery of this Agreement and the fulfillment of the terms hereof by the Corporation, and the performance of and compliance with the terms of this Agreement and the Warrant Indenture by the Corporation does not and will not result in a breach of, or constitute a default under, and does not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under: (A) any applicable laws of the Province of Alberta or the federal laws of Canada applicable therein; (B) any term or provision of the notice of articles, articles or other constating documents, as applicable, of the Corporation; (C) of which counsel is aware, any resolutions of the shareholders or directors (or any committee thereof) of the Corporation; (D) of which counsel is aware, any indenture, mortgage, note, contract, agreement (written or oral), instrument, lease or other document to which the Corporation is a party or by which it is bound; or (E) of which counsel is aware, any judgment, decree or order, of any court, governmental agency or body or regulatory authority having jurisdiction over or binding the Corporation or its properties or assets or would impair the ability of the Corporation to consummate the transactions contemplated hereby or to duly observe and perform any of its covenants or obligations contained in this Agreement and the Warrant Indenture; (iv) the Offered Securities have been validly issued as fully paid and, if applicable, non-assessable securities of the Corporation; (v) the Corporation is a reporting issuer in each of the Qualifying Provinces, and is not included in a list of defaulting reporting issuers maintained pursuant to the applicable securities legislation of such provinces, and is eligible to participate in NI 44-101 in each of the Qualifying Provinces; (vi) the attributes of the Offered Securities conform in all material respects with the description thereof contained in the Prospectuses; (vii) the Offered Securities and Warrant Shares are "qualified investments" as set out under the heading "Eligibility for Investment" in the Prospectuses; (viii) all necessary documents have been filed, all necessary proceedings have been taken and all legal requirements have been fulfilled as required under the Applicable Securities Laws of each of the Qualifying Provinces in order to qualify the Offered Securities for distribution and sale to the public in each of such Qualifying Provinces by or through persons duly registered under the Applicable Securities Laws of such provinces who have complied with the relevant provisions of such Applicable Securities Laws; (ix) the Corporation has the necessary corporate power and authority to execute and deliver the Prospectuses and all necessary corporate action has been taken by the Corporation to authorize the execution and delivery by it of the Prospectuses and the filing thereof, as the case may be, in each of the Qualifying Provinces in accordance with Applicable Securities Laws in the Qualifying Provinces; (x) the Offered Securities and Warrant Shares are conditionally approved for listing and subject only to customary post-closing conditions; (xi) no filing, proceeding, approval, consent or authorization is required to be made, taken or obtained by the Corporation under Applicable Securities Laws to permit the issuance by the Corporation of the Warrant Shares upon the exercise of the Warrants, provided that no commission or other remuneration is paid or given in respect of the distribution except for administrative or professional services or for services performed by a registered dealer; (xii) Odyssey Trust Company, at its principal offices in Vancouver, British Columbia has been duly appointed the transfer agent and registrar for each of the Common Shares and the Warrants; (xiii) the form and terms of the definitive certificates representing each of the Common Shares and the Warrants have been duly approved and adopted by the board of directors of the Corporation and comply with all legal requirements (including the requirements of the Exchange) relating thereto; and (xiv) the authorized and issued capital of the Corporation. It is understood that the respective counsel may rely on the opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than where they are qualified to practice law, and on certificates of officers of the Corporation, the transfer agent and the Corporation's rightauditor as to relevant matters of fact; (b) if any Offered Securities are sold in the United States, title a favourable legal opinion, in form and interest insubstance reasonably satisfactory to the Agents, which opinion may be subject to usual and customary qualifications for opinions of this type, to and the effect that no registration under the Intangible Property, U.S. Securities Act is required for the Debt Documents with respect to such Property, offer and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion sale of the Purchase Price is allocated to FurnishingsUnits and Offered Securities in the United States in accordance with the terms of this Agreement, Fixtures and Equipment)including Schedule "A" attached hereto; (c) To a certificate of the extent Corporation dated the same are Closing Date addressed to the Agents and signed on behalf of the Corporation by the Chief Executive Officer and the Chief Financial Officer of the Corporation or such other officers of the Corporation satisfactory to the Agents, acting reasonably, certifying, on behalf of the Corporation and without personal liability, that: (i) the Corporation has, in any Seller's possession or control, original, fully executed copies of all material documents respects, complied with and agreementssatisfied all terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to the Closing Time; (ii) the representations and warranties of the Corporation set forth in this Agreement are true and correct in all material respects at the Closing Time (except for those representations and warranties that are subject to a materiality qualification, plans which are to be true and specifications correct as of the Closing Time in all respects), as if made at such time; (iii) no event of a nature referred to in subsection 5(a), 5(b), 11(a)(i), 11(a)(ii) or 11(a)(iii) has occurred or to the knowledge of such officer is pending, contemplated or threatened (excluding any requirement to make any determination as to any Agents' opinion); (iv) there have been no material changes to the Due Diligence Responses not disclosed to the Agents, in writing; and (v) such other matters as may be reasonably requested by the Agents or the Agents' counsel; and contracts, licenses each such statement shall be true and permits pertaining the Agents shall have no knowledge to such Propertythe contrary; (d) The Leasea comfort letter of the Corporation's auditor and those other auditors required to provide a "comfort letter" pursuant to subsection 3(c) addressed to the Agents and dated the Closing Date satisfactory in form and substance to the Agents, acting reasonably, bringing the information contained in the comfort letters referred to in subsection 3(c) hereof up to the Closing Time which comfort letters shall be not more than two Business Days prior to the Closing Date; (e) An estoppel certificate, substantially in the form attached hereto as EXHIBIT D, dated within thirty (30) days prior to the Closing Date, an executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably requiredelivered copy of each Lock-Up Agreement; (f) An affidavit dated as evidence satisfactory to the Agents that the Corporation has obtained all necessary third party approvals and all necessary approvals of the Closing DateExchange for the issuance of the Offered Securities and the issuance and listing of the Offered Securities and Warrant Shares, subject only to the filing of the Prospectuses and ancillary documentation in respect of Section 1445 the Offered Securities and required documents which are in the possession of the Internal Revenue Code Corporation on the Closing Date and payment of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereofapplicable fees; and (g) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such other conveyance documentscertificates and documents as the Agents may request, certificates, deeds and other instruments as such Purchaser or the Title Company may reasonably requireacting reasonably.

Closing Documents. Each Seller The ShoLodge Parties shall have delivered to the proper Purchaser the following with respect to its PropertyPurchaser: (a) A With respect to all of the Fee Properties, a good and sufficient warranty deed with covenants against grantor's acts, or its local equivalent, in proper statutory form for recording, duly executed and acknowledged by such Sellerthe Sellers, conveying good and marketable title to such Propertythe applicable Fee Properties, free from all liens and encumbrances other than the Permitted Liens with respect to such PropertyEncumbrances; (b) A ▇▇▇▇ With respect to all of sale and the Ground Lease Property, an assignment and assumption agreement, in form and substance reasonably satisfactory to such Seller the Sellers and the Purchaser, duly executed and acknowledged by such Seller and Purchaserthe holder of the ground tenant's interest, with respect to the assignment and assumption of all of such Sellertenant's right, title and interest in, to and under the Intangible Property, Ground Lease together with the Debt Documents with respect written consent of the lessor under the Ground Lease if such consent is required pursuant to such Property, and any the terms of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment)Ground Lease; (c) To the extent the same are in any Seller's possession or control, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Property; (d) The Lease; (e) An estoppel certificate, substantially in the form attached hereto as EXHIBIT D, dated within thirty (30) days prior and substance reasonably satisfactory to the Closing DatePurchaser, executed by from the lender lessor under the Ground Lease, confirming, to such party's knowledge, that the Ground Lease, is in full force and effect, the amount of the rents and other sums payable thereunder, that, to the knowledge of the certifying party, no default or event which with the giving of notice and/or lapse of time could constitute a default has occurred and is continuing thereunder, and regarding such other parties to matters as the Debt Documents as such Purchaser may reasonably require; (d) A ▇▇▇▇ of sale and assignment agreement, in form and substance reasonably satisfactory to the Sellers and the Purchaser, duly executed and acknowledged by the Sellers, with respect to all of the Sellers' right, title and interest in, to and under the FF&E, the Contracts, the Documents, the Intangible Property and the Tenant Leases with respect to the Properties; (e) A duly executed copy of the Lease, all of the Incidental Documents (as such term is defined in the Lease) and all other documents and sums required to be delivered by the ShoLodge Parties and/or the Tenant pursuant to the Agreement to Lease; (f) An affidavit dated as Certified copies of all charter documents, applicable corporate resolutions and certificates of incumbency with respect to the Closing Date, in respect of Section 1445 of ShoLodge Parties and the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereofTenant; and (g) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such Such other conveyance documents, certificates, deeds deeds, affidavits and other instruments as such the Purchaser or the Title Company may reasonably requirerequire to effectuate the transactions contemplated by this Agreement.

Closing Documents. Each Seller shall have delivered to the proper Purchaser the following with respect to its Property: (a) A good and sufficient deed with covenants against grantor's actsOn or before the applicable Closing Date for a Site, in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying title to such Property, free from all liens and encumbrances other than Seller will deposit the Permitted Liens following into escrow with respect to such PropertySite (as applicable), with all documents having been duly executed and, if to be recorded, acknowledged by Seller: (i) a Special Warranty Deed (or the state-specific counterpart thereof) in the form attached to this Agreement as Exhibit B (the “Deed”) executed by the applicable Selling Entity, with Buyer or the applicable designee, if applicable, as grantee; (bii) A an Assignment and Assumption of Leases in the form attached to this Agreement as Exhibit C executed by the applicable Selling Entity, with Buyer and the applicable designee, if applicable, as the counterparty (the “Assignment of Leases”); (iii) a ▇▇▇▇ of sale Sale and assignment and assumption agreement, Assignment of Intangible Property in the form and substance reasonably satisfactory attached to such Seller and Purchaser, duly this Agreement as Exhibit D executed and acknowledged by such Seller and Purchaserthe applicable Selling Entity, with respect to Buyer and the assignment and assumption of all of such Seller's rightapplicable designee, title and interest inif applicable, to and under as the Intangible Property, counterparty (the Debt Documents with respect to such Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment“General Assignment”); (civ) To the extent the same are in any Seller's possession or controlif applicable, original, fully executed copies an Assignment and Assumption of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Property; (d) The Lease; (e) An estoppel certificate, substantially Contracts in the form attached hereto to this Agreement as EXHIBIT D, dated within thirty (30) days prior to the Closing Date, Exhibit E executed by the lender applicable Selling Entity, with Buyer and the applicable designee, if applicable, as the counterparty (the “Assignment of Contracts”); (v) all documents required of the applicable Selling Entity and any Seller Affiliate by any Loan Assumption Approval to effectuate the assignment to, and assumption by, Buyer of the corresponding Loan; (vi) Loan Assumption Approvals for all Loan Assumptions; (vii) such disclosures, filings (including any transfer tax filings and related documentation) and reports (including Tax reporting and withholding certificates) as are required of Seller by applicable state and local law in connection with the conveyance of the applicable Site; (viii) a notice to be given to the applicable Tenants stating that the Site has been sold to Buyer and that, after the Closing, all rents should be paid to or as directed by Buyer; (ix) a confirmation pursuant to Section 1445(b)(2) of the Code that Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code; (x) Seller’s “Owner’s Certification” as contemplated by Section 2.2(e) in the form attached to this Agreement as Exhibit A; (xi) Seller’s counterpart signature to the closing statement prepared by Escrow Agent which shall include the applicable prorations and adjustments calculated in accordance with the terms of this Agreement (the “Closing Statement”); (xii) resolutions, certificates of good standing and such other parties to the Debt Documents organizational documents as such Purchaser may reasonably require; (f) An affidavit dated as of the Closing Date, in respect of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereof; and (g) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such other conveyance documents, certificates, deeds and other instruments as such Purchaser or the Title Company may reasonably requirerequire to evidence such Seller’s authority to consummate the transactions contemplated hereby; (xiii) an updated Rent Roll, and updated Delinquency Report and List of Prepaid Rents, each as of a date that is no earlier than the last day of the month preceding the month in which the applicable Closing Date occurs; (xiv) to the extent assignable, any unapplied Security Deposits (except any such Security Deposits held in the form of cash, with respect to which Buyer shall receive a credit at the Closing) (which, in the case of any assignable letters of credit shall mean the original letters of credit, together with the related transfer documentation completed; with respect to any non-assignable letters of credit that constitute unapplied Security Deposits, Seller shall reasonably cooperate, as no material cost to Seller, with Buyer’s efforts to replace such letters of credit after the Closing, including by returning such letters of credit to the applicable Tenants in connection with Buyer’s receipt of replacement letters of credit); (xv) Tenant files in Seller’s possession (which files may, if not readily deliverable to Buyer as of the applicable Closing Date, be delivered to Buyer within a reasonable time following the applicable Closing Date); (xvi) if Seller elects to receive OP Units, the OP Consideration Documents, duly executed by Seller; (xvii) a “bring-down” certificate in which Seller remakes each representation and warranty in Section 4.1, duly executed by Seller; and (xviii) such other documents as may be specifically required under this Agreement, and such other customary documents as are necessary and appropriate to effect the Closing and are reasonably acceptable to Seller. (b) On or before the applicable Closing Date for a Site, Buyer will deposit the following into escrow with respect to such Site (as applicable), with all documents having been duly executed and, if to be recorded, acknowledged by Buyer: (i) the Allocated Purchase Price, as adjusted and reflected in the closing settlement statement agreed upon by Buyer and Seller; (ii) counterparts of the Assignment of Leases, the General Assignment, and the Assignment of Contracts (if any); (iii) all documents required of Buyer by any Loan Assumption Approval to effectuate the assignment to, and assumption by, Buyer of the corresponding Loan; (iv) such disclosures, filings (including any transfer tax filings and related documentation) and reports (including Tax reporting and withholding certificates) as are required of Buyer by applicable state and local law in connection with the conveyance of the applicable Site; (v) If Seller elects to receive OP Units, the OP Consideration Documents, duly executed by Buyer, AFIN Buyer and/or AFIN, as applicable; (vi) a “bring-down” certificate in which Buyer remakes each representation and warranty in Section 4.2, duly executed by Buyer; (vii) such transfer tax documentation to be delivered by each state in which a Site is located, duly executed by Buyer; and (viii) such other documents as may be specifically required under this Agreement, and such other customary documents as are necessary and appropriate to effect the Closing and are reasonably acceptable to Buyer. (c) The Parties agree that the form documents attached as exhibits to this Agreement are acceptable to accomplish the conveyances contemplated by this Agreement. The acceptance by Buyer of a Deed to a Site (and the other Closing Documents applicable to such Site required to be delivered by Seller) at the Closing of such Site shall be deemed to be a full performance and discharge of every obligation on the part of Seller to be performed under this Agreement with respect to such Site, other than those that are specifically stated in this Agreement to survive the Closing. The Parties may agree, each in their reasonable discretion, to utilize “blanket” documents applicable to multiple Sites for certain of the Closing Documents other than the Deeds.

Closing Documents. Each The Seller shall have delivered, or caused to be delivered to the proper Purchaser Purchaser, the following with respect to its Propertydocuments and instruments described below: (a) A good and sufficient deed with covenants against grantor's acts, in proper statutory form The opinion of counsel for recording, duly executed and acknowledged by such the Seller, conveying title to such Property, free from all liens and encumbrances other than the Permitted Liens with respect to such Property; (b) A ▇▇▇▇ of sale and assignment and assumption agreement, in form and substance reasonably satisfactory to the Purchaser and its counsel and containing such assumptions and limitations as are customary or reasonable for opinion letters normally provided in similar transactions, covering at least the following: (i) The Company is a North Carolina Limited Liability Company validly existing and in good standing under the laws of its state in which it was chartered; (ii) The execution, delivery, and performance of this Agreement, the other Acquisition Documents to which the Seller is a party, and the other instruments or documents required to be executed by the Seller in connection herewith and therewith have been authorized by all necessary Company and other actions of the Seller and Purchaser, have been duly executed and acknowledged delivered by such the Seller and Purchaserconstitute legal, valid, and binding obligations of such parties enforceable in accordance with respect their terms to the assignment extent the Purchaser should be able to realize the practical benefits thereof, except as such enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium, or similar laws affecting the enforcement of creditor's rights and assumption except as the availability of suitable remedies may be subject to judicial discretion; (iii) The consummation of the transactions contemplated by this Agreement, the other Acquisition Documents to which the Seller is a party, and all other instruments or documents required to be executed by the Seller in connection herewith and therewith will not violate or result in a breach of or constitute a default under the Articles of Organization or Operating Agreement or other organizational agreements of the Company; (iv) Except for such actions and proceedings as are disclosed to the Purchaser in writing, Seller's rightcounsel does not know of any limitation, title governmental investigation, actions, or suits, pending or threatened, against or relating to the transactions contemplated by this Agreement or any other Acquisition Document to which Seller is a party; and (v) On best information and interest in, to and under the Intangible Propertybelief, the Debt Documents with respect to such Property, and transaction contemplated herein will not violate any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property securities (it being understood and agreed that no portion "blue sky laws") of the Purchase Price is allocated to Furnishingsstate of North Carolina. (b) Certified copies of the resolutions adopted by the Members and Managers of the Company, Fixtures or by appropriate committees thereof, authorizing this Agreement and Equipment);the other Acquisition Documents and the transactions contemplated hereby and thereby. (c) To Certificates of the extent Secretary of State of each of the same are states in any Seller's possession which the Company is qualified to transact business as a foreign corporation, dated no earlier than May 1, 2005, respecting the good standing of the Company in each such jurisdiction the Company is domesticated or control, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining qualified by certificate to such Property;conduct business. (d) The Lease;Operating Agreement of the Company certified as of the Closing Date by a manager of the Company. (e) An estoppel certificateAny and all licenses or renewals, substantially in and consents as may be necessary to effect the form attached hereto as EXHIBIT D, dated within thirty (30) days prior to continuation of the Company's Business by the Purchaser following the Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably require;of this Agreement. (f) An affidavit dated as of the Closing Date, in respect of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereof; and (g) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such Such other conveyance documents, certificatesinstruments, deeds or certificates as shall be reasonably requested by the Purchaser or its counsel (inclusive of executed conveyances of certificates or units of ownership and or cancelled certificates and other instruments as such Purchaser assignments, waivers and necessary releases of liens, mortgages and financial statements and security or the Title Company may reasonably requireUCC filings).

Closing Documents. Each Seller (a) At the Closing, as a condition of the Partnership's obligation to close hereunder, English Creek shall have deliver or cause to be delivered to the proper Purchaser the following with respect to its Propertyfollowing: (ai) A good The Deed, executed by English Creek, covering the Real Property (and sufficient deed with covenants against grantor's actsseparate quitclaim deeds to the Real Property utilizing new ALTA survey descriptions, in proper statutory form for recording, duly if requested); (ii) The Bills of Sale executed and acknowledged by such Seller, conveying title to such Property, free from all liens and encumbrances other than English Creek covering the Permitted Liens with respect to such Personal Property; (biii) A ▇▇▇▇ of sale and assignment and assumption agreementThe Assignments, in form and substance reasonably satisfactory to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaser, with respect to the assignment and assumption of all of such Seller's right, title and interest in, to and under the Intangible Property, the Debt Documents with respect to such Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment)English Creek; (civ) To As many signed originals (or true and correct copies of same) of the Contracts, Leases, Licenses, and other items covered by the Assignments as are in the possession or control of English Creek; (v) All machinery and/or equipment operating manuals, technical data and other documentation relating to the building systems and equipment, and all machinery, equipment and other building warranties and guarantees, if any, but only to the extent that any of the same are in any Seller's the possession or control, original, fully executed copies control of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such PropertyEnglish Creek; (dvi) The LeaseAll master and duplicate keys, combinations and codes to all locks and security devices for the Improvements which are in the possession or control of English Creek; (evii) An estoppel certificate, substantially Written notice from English Creek or English Creek's managing agent to each Tenant in form reasonably satisfactory to the Partnership stating that the Real Property have been sold to the Partnership and that tenant security deposits (if any) in English Creek's possession have been transferred to the Partnership and directing the Tenants to make future rental payments to the Partnership at the address designated by the Partnership; (viii) Non-foreign person certification in the form attached hereto as EXHIBIT D, dated within thirty (30) days prior to the Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably requireExhibit "J"; (fix) All building records and Tenant lease files with respect to the Real Property which are in the possession of English Creek; (x) Each ▇▇▇▇ of current real estate taxes, sewer charges and assessments, water charges and other utilities and to the extent in English Creek's possession or control, bills for each of the same for the three (3) years, together with proof of payment thereof (to the extent same have been paid); (xi) All plans, specifications, as-built drawings, surveys, site plans, and final, written reports of architects, engineers and surveyors, and any other Personal Property forming part of the Property or any portion thereof, but only to the extent that the same exist and are in the possession of English Creek or any property manager controlled by English Creek; (xii) An affidavit dated as or affidavits of title in favor of the Closing DateTitle Insurer on the form used by such Title Insurer, in respect form reasonably acceptable to English Creek to enable the Title Insurer to issue the Commitments described in Paragraph 5(b)(i). The Partnership shall require affirmative endorsements against mechanic's liens, consistent with English Creek's obligations under Paragraph 5(b)(iii), above; (xiii) A letter, from the New Jersey Department of Section 1445 Environmental Protection or its successor ("NJDEP") stating that the provisions of the Internal Revenue Code of 1986Industrial Site Recovery Act, as amended, sufficient to provide one exemption under subdivision (b) thereof; and (g) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such other conveyance documents, certificates, deeds and other instruments as such Purchaser or the Title Company may reasonably require.N.J.

Closing Documents. Each Seller Lender shall have delivered received each of the ----------------- following documents, all of which shall be satisfactory in form and substance to the proper Purchaser the following with respect to Lender and its Propertycounsel: (a1) A good and sufficient deed with covenants against grantor's acts, in proper statutory form for recordingthis Agreement, duly executed and acknowledged delivered by Borrower; (2) the Revolving Credit Note, the Equipment Term Note, the Capex Note, the Modification Agreement, Acquisition Loan Note A and Acquisition Loan Note B, each dated the Agreement Date and duly executed and delivered by Borrower; (3) a Guaranty Agreement, dated the Agreement Date and duly executed and delivered by each Guarantor; (4) a certificate of the corporate secretary of Borrower certifying that (i) the articles of incorporation and by-laws of Borrower and each Guarantor previously certified to Lender in connection with the Prior Loan Agreement each remains in full force and effect and has not been amended or otherwise modified since the time of such Sellerdelivery to Lender and (ii) Borrower and each Guarantor is in good standing in the jurisdiction of its incorporation and in each other jurisdiction in which it is qualified as a foreign corporation to transact business; (5) certified copies of all corporate action, conveying title including stockholder approval, if necessary, taken by Borrower and each Guarantor to such Propertyauthorize the execution, free from all liens delivery and encumbrances performance of this Agreement and each other than the Permitted Liens Loan Documents, if any, to be executed by it in connection therewith and, with respect to such PropertyBorrower, the borrowings under this Agreement; (b6) A ▇▇▇▇ certificates of sale incumbency and assignment specimen signatures with respect to each of the officers of Borrower and assumption agreementsuch Guarantor who is authorized to execute and deliver each of the Loan Documents on behalf of such Person or any document, certificate or instrument to be delivered in form connection with such Loan Documents and, with respect to Borrower, to request borrowings under this Agreement; (7) all Financing Statements and substance reasonably satisfactory amendments to such Seller and PurchaserFinancing Statements, if any, as may be requested by Lender, duly executed and acknowledged delivered by such Seller Borrower and Purchaser, with respect to the assignment and assumption of all of such Seller's right, title and interest in, to and under the Intangible Property, the Debt Documents with respect to such Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment)Guarantors as applicable; (c8) a certificate of the President of Borrower stating that, to the best of his knowledge and based on an examination sufficient to enable him to make an informed statement, (a) To all of the extent representations and warranties made or deemed to be made under this Agreement are true and correct as of the same are in any Seller's possession Agreement Date, both with and without giving effect to the Revolving Credit Loans to be made at such time and the application of the proceeds thereof, and (b) no Default or control, original, fully executed copies Event of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such PropertyDefault exists; (d9) The Leasea signed opinion of counsel for Borrower and the Guarantors opining as to such matters in connection with this Agreement as Lender may reasonably request; (e10) An estoppel certificate, substantially a Pledge Agreement duly executed and accompanied by original stock certificates and stock powers executed in the form attached hereto as EXHIBIT D, dated within thirty (30) days prior to the Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably require; (f) An affidavit dated as blank for all Subsidiaries of the Closing Date, in respect of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereofBorrower; and (g11) A copies of any other Loan Documents duly executed by the parties in possession affidavitthereto with evidence satisfactory to Lender and its counsel of the due authorization, mechanic's lien affidavit, a gap indemnity binding effect and enforceability of each such Loan Document on each such party and such other conveyance documentsdocuments and instruments, certificates, deeds and other instruments as such Purchaser or the Title Company Lender may reasonably require.request;

Closing Documents. Each Seller shall have delivered (A) At or prior to the proper Purchaser Closing, Seller, at its sole cost and expense, in addition to any other documents required under this Agreement, shall execute and deliver to Purchaser, in form and content reasonably acceptable to counsel for Purchaser, Purchaser's title insurance company and counsel for Purchaser's lender, the following with respect to its Propertyfollowing: (a) A good Bargain and sufficient deed Sale Deed with covenants against grantor's actsgrantors acts ("Deed") with metes and bounds description of the Premises conveying to Purchaser good, marketable fee simple title to the Premises, insurable at regular rates by a reputable title company authorized to do business in proper statutory the State of New Jersey, subject only to the Permitted Encumbrances, properly executed (without power of attorney) and acknowledged in form for recording; (b) From the proceeds of Closing, duly checks to the order of the appropriate officers in payment of all applicable real property transfer taxes and fees, including, without limitation, the realty transfer fees, and any required tax returns in connection therewith executed by Seller; (c) An affidavit of Non-Foreign Status and acknowledged IRS form 1099; (d) All current original receipted real estate tax bills (including any roll back taxes that may become due which shall be paid by Seller at Closing), water and sewer charge bills, if any, and bills for any other municipal impositions or assessments; (e) Such customary affidavits as Purchaser's title insurance company shall reasonably require in order to omit from its title insurance policy all exceptions for judgments, bankruptcies or other returns against persons or entities whose names are the same as or similar to Seller's name, and such other documents or instruments as may be reasonably required by such Seller, conveying title insurance company in order for Seller to convey to Purchaser title to such Property, the Premises free from and clear of all liens and encumbrances other than except for the Permitted Liens with respect Encumbrances; (f) Such evidence as shall be reasonably requested by and acceptable to Purchaser and Purchaser's counsel of the authority of Seller and of the persons or parties executing this Agreement and all closing documents on behalf of Seller to enter into and consummate this Agreement and to execute and deliver all documents necessary to consummate the transaction described in or contemplated by this Agreement; (g) A closing settlement statement; and (h) A Letter of Non-Applicability and/or such Propertyother NJDEP clearances that may be required by Paragraph 16 below. (B) At or prior to the Closing, Purchaser, at its sole cost and expense, in addition to any other documents required under this Agreement, shall execute and deliver to Seller, in form and content reasonably acceptable to counsel for Seller, the following: (a) Corporate resolutions and such evidence of Purchaser's authority to consummate this transaction; (b) A ▇▇▇▇ of sale and assignment and assumption agreement, in form and substance reasonably satisfactory to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaser, with respect to the assignment and assumption of all of such Seller's right, title and interest in, to and under the Intangible Property, the Debt Documents with respect to such Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment);closing settlement statement; and (c) To the extent the same are in any Seller's possession or control, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Property;The consideration; and (d) The Lease; (e) An estoppel certificate, substantially Any other documents reasonably required to consummate the transaction described in the form attached hereto as EXHIBIT D, dated within thirty (30) days prior to the Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably require; (f) An affidavit dated as of the Closing Date, in respect of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereof; and (g) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such other conveyance documents, certificates, deeds and other instruments as such Purchaser or the Title Company may reasonably requirethis Agreement.

Closing Documents. Each Seller shall have delivered to the proper Purchaser the following with respect to its Property: (a) A good and sufficient deed with covenants against grantor's acts, in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying title to such Property, free from all liens and encumbrances other than the Permitted Liens with respect to such Property; (b) A ▇▇▇▇ of sale and assignment and assumption agreement, in form and substance reasonably satisfactory to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaser, with respect to the assignment and assumption of all of such Seller's right, title and interest in, to and under the Intangible Property, the Debt Documents with respect to such Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment); (c) To the extent the same are in any Seller's possession or control, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Property; (d) The LeaseSecond Amended and Restated Lease Agreement; (e) An estoppel certificate, substantially in the form attached hereto as EXHIBIT D, dated within thirty (30) days prior to the Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably require; (f) An affidavit dated as of the Closing Date, in respect of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereof; and (gf) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such other conveyance documents, certificates, deeds and other instruments as such the Purchaser or the Title Company may reasonably require.

Closing Documents. Each Seller The ShoLodge Parties shall have delivered to the proper Purchaser the following with respect to its PropertyPurchaser: (a) A With respect to all of the Fee Properties, a good and sufficient warranty deed with covenants against grantor's acts, or its local equivalent, in proper statutory form for recording, duly executed and acknowledged by such Sellerthe Sellers, conveying good and marketable title to such Propertythe applicable Fee Properties, free from all liens and encumbrances other than the Permitted Liens with respect to such PropertyEncumbrances; (b) A ▇▇▇▇ With respect to all of sale and the Ground Lease Property, an assignment and assumption agreement, in form and substance reasonably satisfactory to such Seller the Sellers and the Purchaser, duly executed and acknowledged by such Seller and Purchaserthe holder of the ground tenant's interest, with respect to the assignment and assumption of all of such Sellertenant's right, title and interest in, to and under the Intangible Property, Ground Lease together with the Debt Documents with respect written consent of the lessor under the Ground Lease if such consent is required pursuant to such Property, and any the terms of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment)Ground Lease; (c) To the extent the same are in any Seller's possession or control, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Property; (d) The Lease; (e) An estoppel certificate, substantially in the form attached hereto as EXHIBIT D, dated within thirty (30) days prior and substance reasonably satisfactory to the Closing DatePurchaser, executed by from the lender lessor under the Ground Lease, confirming, to such party's knowledge, that the Ground Lease, is in full force and effect, the amount of the rents and other sums payable thereunder, that, to the knowledge of the certifying party, no default or event which with the giving of notice and/or lapse of time could constitute a default has occurred and is continuing thereunder, and regarding such other parties to matters as the Debt Documents as such Purchaser may reasonably require; (d) A bill of sale and assignment agreement, in form and ▇▇▇stance reasonably satisfactory to the Sellers and the Purchaser, duly executed and acknowledged by the Sellers, with respect to all of the Sellers' right, title and interest in, to and under the FF&E, the Contracts, the Documents, the Intangible Property and the Tenant Leases with respect to the Properties; (e) A duly executed copy of the Lease, all of the Incidental Documents (as such term is defined in the Lease) and all other documents and sums required to be delivered by the ShoLodge Parties and/or the Tenant pursuant to the Agreement to Lease; (f) An affidavit dated as Certified copies of all charter documents, applicable corporate resolutions and certificates of incumbency with respect to the Closing Date, in respect of Section 1445 of ShoLodge Parties and the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereofTenant; and (g) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such Such other conveyance documents, certificates, deeds deeds, affidavits and other instruments as such the Purchaser or the Title Company may reasonably requirerequire to effectuate the transactions contemplated by this Agreement.

Closing Documents. Each Seller shall have delivered to the proper Purchaser the following with respect to its PropertyPurchasers or their designees: (a) A good and sufficient deed Assignments of Ground Lease Interests, with covenants against grantor's actsrespect to the Premises, in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying title Seller's leasehold interests in the Premises, in form and substance satisfactory to such Property, free from all liens Purchasers and encumbrances other than to the Permitted Liens with respect to such PropertyTitle Company; (b) A ▇▇▇▇ Bills of sale and assignment and assumption agreementSale, in form and substance reasonably satisfactory to such Seller and PurchaserPurchasers, duly executed and acknowledged by such Seller and PurchaserSeller, with respect to the assignment and assumption of all of such the Seller's right, title and interest in, to and under the Documents, and the Intangible Property, the Debt Documents with respect to such Property, and any items of such Seller's Furnishings, Fixtures and Equipment personal property included on Schedule B to be conveyed to Purchasers in accordance with respect to such Property (it being understood and agreed that no portion the terms of the Purchase Price is allocated to Furnishings, Fixtures and Equipment)this Agreement; (c) A non-foreign affidavit with respect to Seller as required by Internal Revenue Code Section 1445(b)(2) and the regulations issued thereunder, for the Premises conveyed; (d) To the extent the same are in any the Seller's possession or controlpossession, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits agreements pertaining to such the Property; (d) The Lease; (e) An estoppel certificateThe Lease, substantially in the form attached hereto as EXHIBIT D, dated within thirty (30) days prior to the Closing Date, duly executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably requireSeller; (f) An affidavit dated as opinion of Seller's counsel addressed to Purchasers and Purchasers' lender that the Lease (i) has been duly executed and delivered by Seller and (ii) is enforceable in accordance with its terms under the laws of the Closing DateState of California, in respect of Section 1445 of the Internal Revenue Code of 1986except for bankruptcy, as amended, sufficient to provide one exemption under subdivision (b) thereof; andequitable principles and other customary exceptions thereto; (g) A parties certificate of Seller's Secretary or Assistant Secretary evidencing that those officers acting for Seller have full authority to consummate the transactions contemplated by this Agreement, including the execution of the Lease. Such evidence shall recite resolutions of the board of directors of Seller; (h) An Owner's Policy of Title Insurance (a "Title Policy") on the current ALTA form with a so-called "extended coverage" endorsement issued through the Title Company and insuring, for an amount equal to the Purchase Price, that good and marketable leasehold title to the Premises is vested in possession affidavitPurchasers; (i) An as-built survey of the Premises, mechanic's lien affidavitdated within ninety (90) days of the Closing Date and certified to Purchasers, Purchasers' lender and the Title Company, which has been prepared in accordance with the "Minimum Standard Detail Requirements for Land Title Surveys" jointly established by ALTA and ACSM; (j) Unless required to be posted at the Improvements, the original, or a gap indemnity and certified copy of the current certificate of occupancy or its legal equivalent for the Property, with all amendments thereto (unless the municipality where the Improvements are located does not issue such certificate or its legal equivalent); and (k) Such other conveyance documents, certificates, deeds deeds, affidavits and other instruments instructions as such Purchaser Purchasers or the Title Company may reasonably require.

Closing Documents. Each Seller shall have delivered The obligations of the Underwriters hereunder, as to the proper Purchaser Offered Shares to be purchased at the following with respect Closing Time or Additional Closing Time, as applicable, shall be conditional upon all representations and warranties and other statements of the Corporation herein being, at and as of the Closing Time or Additional Closing Time, as applicable, true and correct in all material respects, the Corporation having performed in all material respects, at the Closing Time or Additional Closing Time, as applicable, all of its obligations hereunder theretofore to its Propertybe performed and the Underwriters receiving at the Closing Time or Additional Closing Time, as applicable: (a) A good and sufficient deed with covenants against grantor's acts, in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying title favourable legal opinions of the Corporation’s counsel addressed to such Property, free from all liens and encumbrances other than the Permitted Liens with respect to such Property; (b) A ▇▇▇▇ of sale and assignment and assumption agreementUnderwriters, in form and substance reasonably satisfactory to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaserthe Underwriters, with respect to such matters as the assignment Underwriters may reasonably request relating to the offering of the Offered Shares and assumption the Corporation and the transactions contemplated hereby, including, without limitation, that: (i) the Corporation has been duly incorporated, amalgamated or formed, as the case may be, and is validly subsisting under the laws of the jurisdiction of its incorporation, amalgamation or formation, as the case may be, and has all requisite corporate capacity, power and authority to carry on its business as now conducted by it and to own its properties and assets and is qualified to carry on business under the laws of the jurisdictions where it carries on a material portion of its business; (ii) the Corporation has full corporate power and authority to enter into this Agreement and to perform its obligations set out herein and this Agreement has been duly authorized, executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, subject to laws relating to creditors’ rights generally and except as rights to indemnity may be limited by applicable law; (iii) the execution and delivery of this Agreement and the fulfillment of the terms hereof by the Corporation, and the performance of and compliance with the terms of this Agreement by the Corporation does not and will not result in a breach of, or constitute a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default: (A) under any applicable laws of the Province of Alberta or the federal laws of Canada applicable therein; (B) under any term or provision of the articles, by-laws or other constating documents, as applicable, of the Corporation or, of which counsel is aware, any resolutions of the shareholders or partners, as applicable, or directors (or any committee thereof) of the Corporation; (C) of which counsel is aware, any indenture, mortgage, note, contract, agreement (written or oral), instrument, lease or other document to which the Corporation is a party or by which it is bound on the Closing Date; or (D) of which counsel is aware, any judgment, decree or order, of any court, governmental agency or body or regulatory authority having jurisdiction over the Corporation or its properties or assets; (iv) the form and terms of the definitive certificate representing the Common Shares (including the Offered Shares) have been duly approved and adopted by the board of directors of the Corporation and comply with all legal requirements (including all applicable requirements of the TSX) relating thereto; (v) the Offered Shares have been duly and validly created, allotted and issued as fully paid and non-assessable Common Shares and the Over-Allotment Option has been duly and validly created and authorized; (vi) the attributes of the Offered Shares and the Over-Allotment Option conform in all material respects with the description thereof contained in the Prospectuses; (vii) the Offered Shares are eligible investments as set out under the heading “Eligibility for Investment” in the Prospectuses; (viii) all necessary documents have been filed, all necessary proceedings have been taken and all legal requirements have been fulfilled as required under the Canadian Securities Laws in order to qualify the Offered Shares for distribution and sale to the public in each Qualifying Province by or through investment dealers and brokers duly registered under the applicable laws of such Seller's rightprovinces who have complied with the relevant provisions of such Canadian Securities Laws and to qualify the Over-Allotment Option for distribution to the Underwriters in each of the Qualifying Provinces; (ix) the Corporation is a “reporting issuer” not in default of any requirement of the Securities Act (Alberta) and the regulations thereunder and has a similar status under the Canadian Securities Laws of each of the other Qualifying Provinces; (x) the Corporation has the necessary corporate power and authority to execute and deliver the Prospectuses and all necessary corporate action has been taken by the Corporation to authorize the execution and delivery by it of the Prospectuses and the filing thereof, title as the case may be, in each of the Qualifying Provinces in accordance with Canadian Securities Laws; (xi) the Offered Shares are conditionally accepted for listing and, upon notification to the TSX of the issuance and interest insale thereof and fulfillment of the conditions of the TSX, will be issued and posted for trading on the TSX; (xii) as to the authorized and issued capital of the Corporation; (xiii) Computershare Trust Company of Canada at its principal offices in ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, has been duly appointed the Canadian transfer agent and registrar for the Common Shares (including the Offered Shares); and as to all other legal matters, including compliance with Canadian Securities Laws in any way connected with the issuance, sale and delivery of the Offered Shares as the Underwriters may reasonably request. It is understood that the respective counsel may rely on the opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than where they are qualified to practice law, and on certificates of officers of the Corporation, the transfer agent and the Corporation’s auditors as to relevant matters of fact; (b) If Offered Shares are sold in the United States, a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, the Corporation’s special United States legal counsel, addressed to the Underwriters, in form and substance acceptable to the Underwriters and their counsel, acting reasonably, to and the effect that registration under the Intangible Property, U.S. Securities Act is not required for the Debt Documents with respect to such Property, offer and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion sale of the Purchase Price is allocated Offered Shares in the United States, provided that such offers and sales are made in accordance with Schedule “A” to Furnishings, Fixtures and Equipment)this Agreement; (c) To a certificate of the extent Corporation dated the same are Closing Date or Additional Closing Date, as applicable, addressed to the Underwriters and signed on behalf of the Corporation by the President and Chief Executive Officer and Vice-President, Finance and Chief Financial Officer of the Corporation or such other officers or directors of the Corporation satisfactory to the Underwriters, acting reasonably, certifying that: (i) the Corporation has complied with and satisfied in any Seller's possession or control, original, fully executed copies of all material documents respects all terms and agreementsconditions of this Agreement on its part to be complied with or satisfied at or prior to the Closing Time or Additional Closing Time, plans as applicable; (ii) the representations and specifications warranties of the Corporation set forth in this Agreement are true and contractscorrect in all material respects (except where qualified by materiality, licenses in all respects) at the Closing Time or Additional Closing Time, as applicable, as if made at such time; and (iii) no event of a nature referred to in subsection 11(a)(i), 11(a)(ii), 11(a)(iii) or 11(a)(vi) has occurred or to the knowledge of such officer is pending, contemplated or threatened (excluding any requirement to make any determination as to any Underwriter’s opinion); and permits pertaining each certification is itself a condition to the obligations of the Underwriters hereunder as to the Offered Shares to be purchased at the Closing Time or Additional Closing Time, as applicable, provided that the delivery of such Propertycertificates in the manner contemplated above does not constitute satisfaction of this condition if the Underwriters have knowledge to the contrary; (d) The Leasea comfort letter of each of the Corporation’s auditors and those other auditors required to provide a “comfort letter” pursuant to subsection 4(c) addressed to the Underwriters and dated the Closing Date or Additional Closing Date as applicable, satisfactory in form and substance to the Underwriters, acting reasonably, bringing the information contained in the comfort letters referred to in subsection 4(c) hereof up to the Closing Time or Additional Closing Time, as applicable, which comfort letter shall be not more than two Business Days prior to the Closing Date or Additional Closing Date, as applicable; (e) An estoppel certificate, substantially written confirmation from the TSX in customary form that the Offered Shares will at the Closing Time be listed and posted for trading in the form attached hereto as EXHIBIT DExchange, dated within thirty (30) days prior and all conditions other than completion of the Closing and notification thereof to the Exchange shall have been met to permit the Offered Shares to be posted for trading on the Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably require;; and (f) An affidavit dated as of the Closing Date, in respect of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereof; and (g) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such other conveyance documentscertificates and documents as the Underwriters may request, certificates, deeds and other instruments as such Purchaser or the Title Company may reasonably requireacting reasonably.

Closing Documents. Each Seller The Agent shall have delivered to the proper Purchaser received each of the following with respect to its Property: (a) A good and sufficient deed with covenants against grantor's actsdocuments, in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying title to such Property, free from all liens and encumbrances other than the Permitted Liens with respect to such Property; (b) A ▇▇▇▇ of sale and assignment and assumption agreement, which shall be satisfactory in form and substance reasonably satisfactory to such Seller the Agent and Purchaserits special counsel and to the Lenders: (i) certified copies of the articles or certificate of incorporation and bylaws of the Borrower as in effect on the Effective Date, (ii) certified copies of all corporate action, duly executed including shareholder approval, if necessary, taken by the Borrower to authorize the execution, delivery and acknowledged by such Seller performance of this Agreement, the Loan Documents, and Purchaser, the borrowings under this Agreement, (iii) certificates of incumbency and specimen signatures with respect to each of the assignment officers of the Borrower authorized to execute and assumption deliver this Agreement and the Loan Documents on behalf of all the Borrower or other Person executing any document, certificate or instrument to be delivered in connection with this Agreement or the Loan Documents and, in the case of such Seller's right, title and interest inthe Borrower, to and request borrowings under this Agreement, (iv) a certificate evidencing the Intangible Property, the Debt Documents with respect to such Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion good standing of the Purchase Price Borrower in the jurisdiction of its incorporation and in each other jurisdiction in which it is allocated required to Furnishings, Fixtures and Equipment);be qualified as a foreign corporation to transact its business as presently conducted, (cv) To the extent the same are in any Seller's possession or control, original, fully executed copies of all material documents financial statements referred to in SECTION 7.1(O) and agreements, plans and specifications and contracts, licenses and permits pertaining to such Property;meeting the requirements thereof, (dvi) The Lease; (e) An estoppel certificatea signed opinion of counsel for the Borrower, which counsel shall be satisfactory to Lenders, substantially in the form attached hereto as of EXHIBIT D, dated and of such local counsel for the Borrower, or for the Agent and the Lenders, opining as to such matters in connection with the transactions contemplated by this Agreement, as the Agent or its special counsel shall reasonably request, (vii) any additional Financing Statements requested by the Agent, duly executed and delivered by the Borrower and acknowledgment copies evidencing the filing of such Financing Statements in each jurisdiction where such filing may be necessary or appropriate to perfect the Security Interest, (viii) a certification from the principal officers \ of the Borrower as to such factual matters as shall be requested by the Agent, (ix) certificates or binders of insurance relating to each of the policies of insurance covering any of the Collateral together with loss payable clauses which comply with the terms of SECTION 9.8, (x) a certificate of the President or a Financial Officer of the Borrower stating that, to the best of his knowledge and based on an examination sufficient to enable him to make an informed statement, (A) all of the representations and warranties made or deemed to be made under this Agreement are true and correct as of the Effective Date, after giving effect to the Revolving Credit Loan and the Term Loans, if any, to be made at such time and the application of the proceeds thereof, and (B) no Default or Event of Default exists, (xi) a Borrowing Base Certificate, a Schedule of Inventory and a Schedule of Receivables, prepared as of (or within thirty (30) 30 days prior to) the Effective Date, (xii) copies of each Mortgage Modification and additional Mortgage duly executed and delivered by the Borrower and evidencing the recording of each such instrument in the appropriate jurisdiction for the recording thereof on the Real Estate subject thereto or, at the option of the Agent, in proper form for recording in such jurisdiction, (xiii) one or more fully paid mortgagee title insurance policies or, at the option of the Agent, unconditional commitments for the issuance thereof with all requirements and conditions to the Closing Dateissuance of the final policy deleted or marked satisfied, issued by a title insurance company satisfactory to the Agent, each in an amount equal to not less than the fair market value of the Real Estate subject to the Mortgage insured thereby, insuring that such Mortgage (including any Mortgage as modified) creates a valid first lien on, and security title to, all Real Estate described therein, with no survey exceptions and no other exceptions which the Agent shall not have approved in writing, (xiv) such materials and information concerning the Real Estate as the Agent may require, including, without limitation, (A)current and accurate surveys satisfactory to the Agent of all of the owned Real Estate, certified to the Agent and showing the location of the 100-year and 50-year flood plains thereon, (B) zoning letters as to the zoning status of all of the owned Real Estate, (C) certificates of occupancy covering all of the Real Estate, (D) owner's affidavits as to such matters relating to the owned Real Estate as the Agent may request, and (E) such other requirements as are set forth in the Construction Loan Agreements, (xv) landlord's or mortgagee's waiver and consent agreements duly executed on behalf of each landlord or mortgagee, as the case may be, of Real Estate and any other real property on which any Collateral is located, (xvi) a letter, conforming to the requirements of SECTION 10.8, from the Borrower to the Agent requesting any Revolving Credit Loans or Term Loans to be made on the Effective Date and specifying the method of disbursement, (xvii) copies of each of the other Loan Documents duly executed by the lender and such other parties thereto, together with evidence satisfactory to the Debt Documents as such Purchaser may reasonably require; (f) An affidavit dated as Agent of the Closing Datedue authorization and binding effect of each such Loan Document on such party, in respect of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereof; and (gxviii) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such other conveyance documents, certificates, deeds documents and other instruments as such Purchaser the Agent or the Title Company any Lender may reasonably requirerequest.

Closing Documents. Each At Closing, the following shall occur: 12.1 Seller shall have deliver or cause to be delivered to the proper Purchaser the following with respect to its Propertyfollowing: (ai) A good and sufficient deed with covenants against grantor's acts, in proper statutory form for recording, duly Warranty Deed fully executed and acknowledged by such Seller, Seller conveying title to such Purchaser the Subject Property, free from all liens and encumbrances other than the subject only to Permitted Liens with respect to such PropertyTitle Exceptions; (bii) A ▇▇▇▇ Owner’s policy of sale and assignment and assumption agreement, title insurance with extended coverage in form and substance reasonably satisfactory to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaser, with respect to the assignment and assumption of all of such Seller's right, title and interest in, to and under the Intangible Property, the Debt Documents with respect to such Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion amount of the Purchase Price is allocated (the “Title Policy”), issued by the Title Company pursuant to Furnishingsthe Title Commitment, Fixtures and Equipment)subject only to Permitted Title Exceptions; (ciii) To Evidence reasonably satisfactory to Purchaser and the extent Title Company that the same are in any Seller's possession person or controlpersons executing the Closing documents on behalf of Seller have full right, original, fully executed copies of all material documents power and agreements, plans and specifications and contracts, licenses and permits pertaining authority to such Propertydo so; (div) The LeaseCertificate of Non-Foreign Status executed by Seller; (ev) An estoppel certificate, substantially in the form attached hereto as EXHIBIT D, dated within thirty (30) days prior to the Closing Date, ALTA Statement duly executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably requireSeller; (fvi) An affidavit dated Affidavit of Title; (vii) A Closing Statement; (viii) All required Transfer Tax Declarations; (ix) Such other instruments as may be reasonably necessary to effect the conveyance of the Subject Property in accordance with this Contract. 12.2 Purchaser shall deliver or cause to be delivered to Seller the following: (i) The Purchase Price adjusted as provided herein; (ii) Evidence reasonably satisfactory to Seller that the person or persons executing the Closing Datedocuments on behalf of Purchaser have full right, in respect of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient power and authority to provide one exemption under subdivision do so; (biii) thereofA signed Closing Statement; and (giv) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such other conveyance documents, certificates, deeds and Such other instruments as such Purchaser or may be reasonably necessary to effect the Title Company may reasonably requireconveyance of the Subject Property in accordance with this Contract.

Closing Documents. Each Seller The Company shall have delivered deliver to the proper Purchaser the following with respect to its PropertyBuyer: (a) A good and sufficient deed with covenants against grantor's acts, in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying title to such Property, free from all liens and encumbrances other than the Permitted Liens with respect to such Property; (b) A ▇▇▇▇ of sale and assignment and assumption agreement, in form and substance reasonably satisfactory to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaser, with respect to the assignment and assumption of all of such Seller's right, title and interest in, to and under the Intangible Property, the Debt Documents with respect to such Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment); (c) To the extent the same are in any Seller's possession or control, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Property; (d) The Lease; (e) An estoppel certificate, agreement substantially in the form attached hereto as EXHIBIT DB (the "Contract Assignment") providing for the transfer to the Buyer of all of the Company's right, title and interest in and to and obligations under the Contracts, which assignment may be subject to consent by a third party. (b) A duly executed assignment and assumption agreement substantially in the form attached hereto as EXHIBIT C (the "Lease Assignment") providing for the transfer to the Buyer of all of the Company's right, title and interest in and to and obligations under the Property Leases, which assignment may be subject to consent by a third party. (c) A duly executed ▇▇▇▇ of sale substantially in the form attached hereto as EXHIBIT D (the "▇▇▇▇ of Sale") covering the Personal Property included in the Acquired Assets. (d) Duly executed special warranty deeds, in a form reasonably acceptable to counsel for the Buyer, providing for the transfer to the Buyer of all of the Company's right, title and interest in and to the Owned Property included in the Acquired Assets, together with such other usual and customary real property transfer documents as the Buyer may request with respect to the transfer of such property. (e) Duly executed termination statements and instruments of release, in form and substance satisfactory to counsel for the Buyer, releasing and discharging all Encumbrances on the Acquired Assets (other than Permitted Encumbrances) or otherwise providing for the release and discharge of such Encumbrances upon such terms and conditions as are acceptable to Buyer. (f) A duly executed assignment of title with respect to each motor vehicle transferred to the Buyer hereunder. (g) A copy of the Certificate of Incorporation of each of the Sellers, certified by the State of Delaware. (h) A certificate, dated within thirty (30) days as of the day prior to the Closing Date, executed as to the good standing of each of the Sellers and payment of all applicable state taxes thereby, certified by the lender and such other parties State of Delaware and, with reference to the Debt Documents Company, each other state in which it is qualified as such Purchaser may reasonably require;a foreign corporation. (fi) An affidavit dated as The originals, or copies certified to the satisfaction of the Closing DateBuyer, in of all Property Leases and Title Documents with respect of Section 1445 of to the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereof; and (g) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such other conveyance documents, certificates, deeds and other instruments as such Purchaser or the Title Company may reasonably requireReal Property.

Closing Documents. Each (a) At the time and place of Settlement, Seller shall have deliver or cause to be delivered to Buyer the proper Purchaser the following with respect to its Propertyfollowing: (ai) A good and sufficient a limited warranty deed with covenants against grantor's acts, (the "Deed"); executed by Seller in proper statutory recordable form for recording, duly executed and acknowledged by such Seller, conveying whereby Seller shall convey to Buyer fee simple title to such Property, free from all liens and encumbrances other than the Property subject only to the Permitted Liens with respect to such Property; Exceptions; 6 (bii) A a Special Warranty ▇▇▇▇ of sale Sale in the form annexed hereto and assignment and assumption agreement, in form and substance reasonably satisfactory made a part hereof as Exhibit D executed by Seller whereby Seller shall convey to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaser, with respect Buyer its title to the assignment Building Fixtures and assumption Systems and the Personal Property referenced in Section 1 above (the "▇▇▇▇ of Sale"), free and clear of all liens; (iii) an assignment executed by Seller whereby Seller will assign and Buyer shall assume all of such Seller's right, title title, and interest interest, including all the obligations of Seller, in, to and under any warranties, Leases, Licenses, Permits and Approvals and Contracts (hereinafter referred to as the Intangible Property, the Debt Documents with respect to such Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment"Assignment"); (civ) To all original Leases, Licenses and as many signed originals (or true and correct copies of same) of the extent Contracts and other items covered by the same Assignment as are in any Seller's possession or controlpossession, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining unless previously delivered by Seller to such PropertyBuyer; (dv) The Leaseall equipment operating manuals and all equipment warranties and equipment guarantees, if any, in Seller's possession; (evi) An estoppel certificate, substantially all master and duplicate keys to all locks for the Improvements which are in the form attached hereto as EXHIBIT D, dated within thirty Seller's possession; (30vii) days prior to the Closing Date, a non-foreign person certification executed by the lender Seller; (viii) a Seller's title affidavit executed by Seller and such other parties to documents as may be reasonably requested by the Debt Documents as such Purchaser may reasonably requireTitle Company; (fix) An affidavit dated an estoppel certificate executed by Seller with respect to each of the Leases; (x) Seller's certification that its representations and warranties herein are true and accurate as of the Closing Date, Settlement in respect of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereofall material aspects; and (gxi) A parties Certificate of Tax Compliance from the South Carolina Department of Revenue or, in possession affidavit, mechanic's lien affidavitthe alternative, a gap indemnity Transferor Affidavit (Tax Lien Inapplicable) in the form of Exhibit "E" attached hereto and made a part hereof. (b) At the time and place of Settlement, Buyer shall deliver or cause to be delivered to Seller the following: (i) the balance of the Purchase Price; and 7 (ii) such other conveyance documents, certificates, deeds and other instruments documents as such Purchaser may be reasonably requested by Seller to carry out the intent of this Agreement or by the Title Company may reasonably requireCompany. If Buyer fails to deliver (i) and (ii) then Seller is not obligated to close.

Closing Documents. Each At the closing Seller shall execute and de-liver to Purchaser: (a) a Bill of Sale and Assignment of LLC Ownership Interests that i▇ ▇▇bstantially in the form of Exhibit D hereto; (b) certified copies of resolutions duly adopted by the Board of Directors and shareholders of Seller authorizing the sale of the Assets and the performance by Seller of its obligations hereunder; (d) an opinion of Seller's counsel, Michael S. Krome, P.C., dated as of the closing date, stating such ▇▇▇▇▇▇▇'▇ ▇▇▇▇▇▇n that: (i) Seller is a corporation duly organized, validly existing and in good standing under the laws of Delaware; (ii) Seller has full power and authority, corporate and otherwise, to enter into this agreement and perform its obligations hereunder; (iii) the execution and delivery of this agreement and the performance by Seller of its obligations hereunder have delivered been duly authorized by the Board of Directors and shareholders of Seller and no further action or approval is required in order to constitute this agreement as the binding obligation of Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, moratorium, insolvency or other laws affecting creditor's rights generally; (iv) the execution and delivery of this agreement and the performance by Seller of its obligations hereunder do not and will not violate any provision of the Certificate of Incorporation or Bylaws of Seller; and (v) except as may be set forth in this agreement, such counsel is not representing Seller in any suit, action or proceeding against Seller which, if adversely determined, would prohibit the con-summation of the transactions contemplated by this agreement; and (e) such other instruments as may be necessary or proper to transfer to Purchaser all other ownership interests in the following with respect Assets to its Propertybe transferred under this agreement At the closing Purchaser shall execute and deliver to Seller: (a) A good the Promissory Note, Security Agreement and sufficient deed with covenants against grantor's acts, UCC Financing Statements provided for in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying title to such Property, free from all liens and encumbrances other than the Permitted Liens with respect to such Property; Article 2 hereof; (b) A ▇▇▇▇ certified copies of sale resolutions duly adopted by the Board of Directors and assignment and assumption agreement, in form and substance reasonably satisfactory to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaser, with respect to shareholders of Purchaser authorizing the assignment and assumption of all of such Seller's right, title and interest in, to and under the Intangible Property, the Debt Documents with respect to such Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion purchase of the Purchase Price is allocated to Furnishings, Fixtures Assets and Equipment); the performance by Purchaser of its obligations hereunder; (c) To the extent the same are in any SellerAn opinion of Purchaser's possession or controlcounsel, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Property; (d) The Lease; (e) An estoppel certificate, substantially in the form attached hereto as EXHIBIT D, dated within thirty (30) days prior to the Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably require; (f) An affidavit dated as of the Closing Dateclosing date, stating such counsel's opinion that: (i) Purchaser is a corporation duly organized, validly existing and in respect good standing under the laws of Section 1445 Delaware; (ii) Purchaser has full power and authority, corporate and otherwise, to enter into this agreement and perform its obligations hereunder; (iii) the execution and delivery of this agreement and the performance by Purchaser of its obligations hereunder have been duly authorized by the Board of Directors and shareholders of Purchaser and no further action or approval is required in order to constitute this agreement as the binding obligation of Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, moratorium, insolvency or other laws affecting creditor's rights generally; (iv) the execution and delivery of this agreement and the performance by Purchaser of its obligations hereunder do not and will not violate any provision of the Internal Revenue Code Certificate of 1986Incorporation or Bylaws of Purchaser; and (v) except as may be set forth in this agreement, as amendedsuch counsel is not representing Purchaser in any suit, sufficient to provide one exemption under subdivision (b) thereof; and (g) A parties in possession affidavitaction or proceeding against Purchaser which, mechanic's lien affidavitif adversely determined, a gap indemnity and such other conveyance documents, certificates, deeds and other instruments as such Purchaser or would prohibit the Title Company may reasonably requireconsummation of the transactions contemplated by this agreement.

Closing Documents. Each Seller shall have delivered The obligations of the Underwriters hereunder, as to the proper Purchaser Offered Shares to be purchased at the following with respect Closing Time, shall be conditional upon all representations and warranties and other statements of the Corporation herein being, at and as of the Closing Time, true and correct in all material respects, the Corporation having performed in all material respects, at the Closing Time, all of its obligations hereunder theretofore to its Propertybe performed and the Underwriters receiving (unless receipt of any such document is waived by the Lead Underwriter) at the Closing Time: (a) A good and sufficient deed with covenants against grantorfavourable legal opinions of the Corporation's acts, in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying title counsel addressed to such Property, free from all liens and encumbrances other than the Permitted Liens with respect to such Property; (b) A ▇▇▇▇ of sale and assignment and assumption agreementUnderwriters, in form and substance reasonably satisfactory to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaserthe Underwriters, with respect to such matters as the assignment Underwriters may reasonably request relating to the offering of the Offered Shares, the Corporation and assumption of all of such Seller's rightits Subsidiaries and the transactions contemplated hereby, title including, without limitation, that: (i) the Corporation has been duly continued and interest in, to and is validly subsisting under the Intangible Property, laws of the Debt Documents with respect to such PropertyProvince of Alberta, and any has all requisite corporate capacity, power and authority to carry on its business as now conducted by it and to own its properties and assets and is qualified to carry on business under the laws of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (the jurisdictions where it being understood and agreed that no carries on a material portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment)its business; (cii) To the extent form and terms of the same are in any Seller's possession or control, original, fully executed copies definitive certificates representing the Common Shares (including the Offered Shares) have been duly approved and adopted by the board of directors of the Corporation and comply with all material documents legal requirements (including all applicable requirements of the TSX and agreements, plans and specifications and contracts, licenses and permits pertaining to such PropertyNASDAQ) relating thereto; (diii) The Leasethe Corporation has all necessary corporate power and authority to enter into this Agreement and to perform its obligations set out herein and this Agreement has been duly authorized, executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, subject to laws relating to creditors' rights generally and except as rights to indemnity may be limited by applicable law; (eiv) An estoppel certificatethe execution and delivery of this Agreement and the fulfillment of the terms hereof by the Corporation, substantially and the performance of and compliance with the terms of this Agreement by the Corporation does not and will not result in a breach of, or constitute a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default: (A) under any applicable laws of the form attached hereto Province of Alberta or the federal laws of Canada applicable therein; (B) under any term or provision of the articles, by-laws or other constating documents, as EXHIBIT Dapplicable, dated within thirty of the Corporation or any Subsidiary, or any resolutions of the shareholders or partners, as applicable, or directors (30or any committee thereof) days prior of the Corporation or any Subsidiary; (C) of which counsel is aware, any indenture, mortgage, note, contract, agreement (written or oral), instrument, lease or other document to which the Corporation or a Subsidiary is a party or by which it is bound on the Closing Date; or (D) of which counsel is aware, executed by any judgment, decree or order, of any court, governmental agency or body or regulatory authority having jurisdiction over the lender and such other parties to the Debt Documents as such Purchaser may reasonably requireCorporation or any Subsidiary or their respective properties or assets; (fv) An affidavit dated the Firm Shares and, if applicable, the Over-Allotment Option Shares have been duly and validly created, allotted and issued as fully paid and non-assessable Common Shares and the Over-Allotment Option has been duly and validly created and authorized; (vi) the attributes of the Offered Shares conform in all material respects with the description thereof contained in the Prospectuses; (vii) the Offered Shares are eligible investments as out under the heading "Eligibility for Investment" in the Prospectuses; (viii) the Prospectus, in both the English and French languages, and the execution and filing of the Prospectus, in both the English and French languages, with the Securities Commissions have been duly approved and authorized by all necessary action on the part of the Corporation, and the Prospectus, in both the English and French languages, has been duly executed on behalf of the Corporation; (ix) all necessary documents have been filed, all necessary proceedings have been taken and all legal requirements have been fulfilled as required under the Canadian Securities Laws of each of the Qualifying Provinces in order to qualify the Offered Shares for distribution and sale to the public in each of such Qualifying Provinces by or through investment dealers and brokers duly registered under the applicable laws of such provinces who have complied with the relevant provisions of such Canadian Securities Laws and to qualify the Over-Allotment Option for distribution to the Underwriters in each of the Qualifying Provinces; (x) based on Applicable Securities Laws in effect as of the Closing Date, the first trade in respect the Offered Shares will not be subject to the prospectus requirements of Section 1445 Applicable Securities Laws, and no other filing, proceeding, approval, consent or authorization will be required to be made, taken or obtained pursuant to Applicable Securities Laws in connection with such issuance or trade; (xi) the Corporation is a "reporting issuer" not in default of any requirement of the Internal Revenue Code Securities Act (Alberta) and the regulations thereunder and has a similar status under the Canadian Securities Laws of 1986each of the other Qualifying Provinces; (xii) the Corporation has the necessary corporate power and authority to execute and deliver the Prospectuses and all necessary corporate action has been taken by the Corporation to authorize the execution and delivery by it of the Prospectuses and the filing thereof, as amendedthe case may be, sufficient in each of the Qualifying Provinces in accordance with Applicable Securities Laws; (xiii) the Offered Shares are conditionally listed and, upon notification to provide one exemption under subdivision the TSX of the issuance and sale thereof and fulfillment of the conditions of the TSX, will be issued and posted for trading on the TSX; (xiv) as to the authorized and issued capital of the Corporation; (xv) Olympia Trust Company at its principal offices in ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and has been duly appointed the Canadian transfer agent and registrar for the Common Shares (including the Offered Shares); (xvi) to counsel's knowledge and based upon a certificate of officers or directors of the Corporation, there are no legal or governmental proceedings, in existence, pending or threatened to which the Corporation is a party that are required to be described in the Prospectus and are not so described; (xvii) all laws of the Province of Quebec relating to the use of the French language (other than those relating to verbal communications) will have been complied with in connection with the sale of the Offered Shares to purchasers in the Province of Quebec if such purchasers received copies of the Prospectus and forms of order and confirmation in the French language only, provided that the Prospectus in the English language and forms of order and confirmation in the English language may be delivered, without delivery of the French language versions thereof, to physical persons in the Province of Quebec who have expressly requested them in writing; and as to all other legal matters, including compliance with Canadian Securities Laws in any way connected with the issuance, sale and delivery of the Offered Shares as the Underwriters may reasonably request. It is understood that the respective counsel may rely on the opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than where they are qualified to practice law, and on certificates of officers of the Corporation, the transfer agent and the Corporation's auditors as to relevant matters of fact; (b) thereofa certificate of status or equivalent document issued by the applicable local government authority, in form and substance reasonably satisfactory to the Underwriters, with respect to the due incorporation and existence of GHP; (c) a certificate of status or equivalent document issued by the applicable local government authority, in form and substance reasonably satisfactory to the Underwriters, with respect to the due incorporation and existence of ▇▇▇▇▇▇▇; (d) a favourable legal opinion of the Corporation's Turks & Caicos counsel addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters, with respect to the due incorporation and existence of TPII, TGHYI, TWGI and TPEI and as to the ownership of the issued and outstanding capital stock of each such entity, and as to such other legal matters as the Underwriters may reasonably request; (e) a favourable legal opinion of U.S. counsel to the Corporation, addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters, with respect to such matters as the Underwriters may reasonably request relating to the offer and sale of the Offered Shares in the United States and the transactions contemplated hereby, including opinions: (i) that the Offered Shares may be offered and sold pursuant to this Agreement without registration under the U.S. Securities Act; and (ii) that the Offered Shares are approved for listing on the NASDAQ and, upon notification to the NASDAQ of the issuance and sale thereof and fulfillment of the conditions of the NASDAQ, will be posted for trading on the NASDAQ; (f) a certificate of the Corporation dated the Closing Date addressed to the Underwriters and signed on behalf of the Corporation by the President and Chief Executive Officer and Chief Financial Officer of the Corporation or such other officers or directors of the Corporation satisfactory to the Underwriters, acting reasonably, certifying that: (i) the Corporation has complied with and satisfied in all material respects all terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to the Closing Time; (ii) the representations and warranties of the Corporation set forth in this Agreement are true and correct in all material respects at the Closing Time, as if made at such time; and (iii) no event of a nature referred to in subsection 6(a), 6(b), 11(a)(i), 11(a)(ii), 11(a)(iii) or 11(a)(vi) has occurred or to the knowledge of such officer is pending, contemplated or threatened; and each such statement shall be true and the Underwriters shall have no knowledge to the contrary; (g) A parties a comfort letter of each of the Corporation's auditors, the GHP auditors and those other auditors required to provide a "comfort letter" pursuant to subsection 4(e) addressed to the Underwriters and dated the Closing Date, satisfactory in possession affidavitform and substance to the Underwriters, mechanic's lien affidavitacting reasonably, bringing the information contained in the comfort letters referred to in subsection 4(e) hereof up to a gap indemnity date which is not more than two Business Days prior to the Closing Date; (h) written confirmation from each of the TSX and NASDAQ in customary form that the Offered Shares will at the Closing Time be listed and posted for trading on the TSX and NASDAQ, respectively, and all conditions other than completion of the Closing and notification thereof to the TSX and NASDAQ shall have been met to permit the Offered Shares to be posted for trading on the Closing Date; and (i) such other conveyance documentscertificates and documents as the Underwriters may request, certificates, deeds and other instruments as such Purchaser or the Title Company may reasonably requireacting reasonably.

Closing Documents. Each A. Seller shall have delivered execute and/or deliver, as applicable, the following documents at Closing: (i) A special warranty deed for the Real Property and Improvements as described in Section 3.A, subject only to the proper Purchaser applicable Permitted Exceptions; (ii) A Seller’s affidavit, in form and content reasonably acceptable to Buyer and the following Title Company, affirming that no labor has been performed on behalf of Seller at the Real Property and Improvements within any applicable statutory lien period (or if work has been performed during such period, then certifying as to payment in full and/or waiving lien rights as to the Real Property and Improvements) and that there are no outstanding liens or rights to claim liens against the Real Property or Improvements arising by or on behalf of Seller; and that the Lease, which is being terminated at Closing, is the only lease or occupancy agreement in effect with respect to its Property: (a) A good and sufficient deed with covenants against grantor's acts, in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying title to such the Property, free from all liens and encumbrances other than the Permitted Liens with respect to such PropertyDuke Lease; (biii) An executed closing statement itemizing the dollar amount of all financial matters relating to the Closing, including the adjustments and prorations provided herein; (iv) A FIRPTA affidavit; (v) A ▇▇▇▇ of sale and assignment and assumption agreement, in form and substance reasonably satisfactory to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaser, with respect to the assignment Personal Property and assumption Warranties to be conveyed hereunder, free and clear of all of such Seller's rightliens, title claims and interest inencumbrances, to and under the Intangible Property, the Debt Documents with respect to such Property, and but otherwise without any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment)warranty; (cvi) To Such evidence of Seller’s authority as is reasonably requested by Buyer or the extent Title Company and an owner’s title affidavit in such form as reasonably requested by the same are in any Seller's possession or control, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining Title Company to such Propertyremove the so-called standard exceptions from the applicable title insurance policies; (dvii) The A duly executed copy of the Termination of Lease Agreement terminating the Lease; (eviii) An estoppel certificateAssignment and Assumption of Lease document (the “Duke Lease Assignment”) with respect to that certain lease between Seller, substantially in the form attached hereto as EXHIBIT Dlessor, and Duke Power Company, as lessee, dated within thirty (30) days prior to the Closing DateAugust 8, executed by the lender 1994 and such other parties to the Debt Documents as such Purchaser may reasonably require; (f) An affidavit dated as recorded in Book 7900, page 828 of the Closing Date, in respect Mecklenburg County Register of Section 1445 of Deeds (the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereof“Duke Lease”); and (gix) Such other documents as may be contemplated by this Agreement or otherwise reasonably necessary or desirable in consummating the transaction contemplated by this Agreement, including evidence of the authority of the person(s) executing the closing documents on behalf of Seller. B. Buyer shall execute and/or deliver, as applicable, the following at Closing: (i) An executed closing statement, itemizing the dollar amount of all financial matters related to the Closing, including the adjustments and prorations provided for herein; (ii) A parties duly executed copy of the Termination of Lease Agreement terminating the Lease, executed by CCCI; (iii) A duly executed copy of the Duke Lease Assignment; and (iv) Such other documents as may be contemplated by this Agreement or otherwise reasonably necessary or desirable in possession affidavitconsummating the transaction contemplated by this Agreement, mechanic's lien affidavit, a gap indemnity and such other conveyance documents, certificates, deeds and other instruments as such Purchaser or including evidence of the Title Company may reasonably requireauthority of the person(s) executing the closing documents on behalf of Buyer.

Closing Documents. Each Seller shall have delivered to the proper Purchaser the following with respect to its Property----------------- Purchaser: (a) A good and sufficient special warranty deed with covenants against grantor's actsin form as shall be customary in the jurisdiction in which the Property is located, in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying fee simple title to such the Property, free from all liens and encumbrances other than the Permitted Liens with respect to such PropertyEncumbrances; (b) A ▇▇▇▇ of sale and assignment and assumption agreement, substantially in the form and substance reasonably satisfactory to such Seller and Purchaserattached hereto as Exhibit R, duly executed and acknowledged by such Seller and PurchaserSeller, --------- with respect to the assignment and assumption of all of such Seller's right, title and interest in, to and under the Intangible PropertyFF&E, the Debt Documents and the Intangible Property with respect to such the Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment); (c) An assignment and assumption agreement, substantially in the form attached hereto as Exhibit S, duly executed and acknowledged by Seller, --------- with respect to all of Seller's right, title and interest in, to and under the Space Leases with respect to the Property; (d) Duly executed transfer tax forms, as required by applicable law; (e) To the extent the same are in any Seller's possession or control, originalpossession, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits Contracts pertaining to such the Property; (df) The LeaseA duly executed original counterpart of the Operating Lease for the Hotel and all other documents and sums required to be delivered by Seller pursuant thereto (including without limitation any Subordination, Nondisturbance and Attornment Agreement, if any, between Seller, as tenant, and any Mortgagee); (eg) An estoppel certificateIf necessary, an assignment and assumption agreement, substantially in the form attached hereto as EXHIBIT DExhibit W, dated within thirty (30) days prior duly executed and --------- acknowledged by Seller and Operating Lessee, with respect to all of Seller's right, title and interest in, to and under the Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably requireContracts; (fh) Duly executed Estoppel Certificates from the franchisor under the Franchise Agreement; provided that any such Estoppel Certificate shall be provided to Purchaser prior to Closing promptly following receipt by Seller of the same; (i) Certificates of title for any motor vehicles constituting a portion of the FF&E; (j) Franchisor Comfort Letters; (k) Subject to the provisions of Section 11.1, copies of the ------------ Liquor License for the Hotel; (l) All original Documents, to the extent in Seller's possession and control, including without limitation all keys, access cards and access combinations for the Hotel; (m) Certified copies of all charter documents, applicable corporate resolutions and certificates of incumbency with respect to Seller; (n) An affidavit dated as of the Closing Date, Seller in respect of accordance with Section 1445 of the Internal Revenue Code and such documentation as shall be required to comply with the reporting requirements of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereofSection 1099-S of the Code; and (go) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such Such other conveyance documents, certificates, deeds deeds, affidavits, and other instruments as such Purchaser or the Title Company may reasonably requirerequire to omit standard exceptions to title and to effectuate the transactions contemplated hereunder, including without limitation GAP undertakings, or as customarily given by sellers in connection with real or personal property with respect to the state in which the Property is located.

Closing Documents. Each Seller The obligations of the Underwriters hereunder to purchase the Firm Receipts and the Offered Debentures at the Closing Time shall have delivered be conditional upon: the Trust, POT and the Administrator having performed in all material respects, at the Closing Time, all of their obligations hereunder theretofore to be performed; there not having occurred any event or circumstance which, with the proper Purchaser passage of time or notice or both, would entitle the following with respect Underwriters to its Propertyterminate this agreement pursuant to Section 13(a); and the Underwriters receiving at the Closing Time: (a) A good favourable legal opinions of the Trust's counsel and sufficient deed with covenants against grantor's acts, in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying title the Underwriters' counsel addressed to such Property, free from all liens and encumbrances other than the Permitted Liens with respect to such Property; (b) A ▇▇▇▇ of sale and assignment and assumption agreementUnderwriters, in form and substance reasonably satisfactory to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaserthe Underwriters, with respect to such matters as the assignment Underwriters may reasonably request relating to the offering of the Offered Securities, the Trust, POT, the Administrator and assumption the transactions contemplated hereby, including, without limitation, that: (i) each of PET and POT is validly existing as a trust under the laws of Alberta; (ii) the Administrator is a valid and subsisting corporation under the laws of Alberta; (iii) PET, through the Trustee and the Administrator, has the power, authority and capacity to issue the Offered Securities and to execute and deliver this agreement and to carry out its obligations hereunder; (iv) POT, through the Administrator in its capacity as the trustee of POT, has the power, authority and capacity to execute and deliver this agreement and to carry out its obligations hereunder; (v) the Administrator has the required power, authority and capacity to execute and deliver this agreement, both in its own capacity and for and on behalf of each of PET and POT, and to carry out its and their respective obligations hereunder; (vi) the Trustee, on behalf of the Trust is the registered holder of all the issued and outstanding shares of the Administrator, all of which have been duly authorized; (vii) each of the Trust, POT and the Administrator has all necessary trust or corporate power and authority to enter into this agreement, the Subscription Receipt Agreement and the Indenture and to perform its obligations set out herein and therein, as the case may be, and each of this agreement, the Subscription Receipt Agreement and the Indenture has been duly authorized, executed and delivered by the Trust, POT and the Administrator, as applicable, and constitutes a legal, valid and binding obligation of each of the Trust, POT and the Administrator, as applicable, enforceable against the Trust, POT and the Administrator, as applicable, in accordance with its terms subject to qualifications as to the validity, binding effect and enforceability of this agreement as are customary for a transaction of this nature; (viii) the execution and delivery of this agreement, the Subscription Receipt Agreement and the Indenture and the fulfilment of the terms hereof and thereof by each of the Trust, POT and the Administrator, as applicable, and the performance of and compliance with the terms of each of this agreement, the Subscription Receipt Agreement and the Indenture by the Trust, POT and the Administrator, as applicable, does not and will not result in a breach of, or constitute a default under, and does not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under, any applicable laws of the Province of Alberta or any term or provision of the Trust Indenture, the POT Indenture, the articles, by-laws or resolutions of the directors, shareholders or unitholders (including the Unitholders) of the Trust, POT or the Administrator, as applicable, or any mortgage, note, indenture, contract, agreement (written or oral), instrument, lease or other document to which the Trust, POT or the Administrator is a party or by which it is bound, of which such counsel is aware including, without limitation, the POT Royalty Agreement, the agreements governing the Credit Facilities and the Material Agreements, which breach or default might reasonably be expected to materially adversely affect the business, operations, capital or condition (financial or otherwise) of the Trust, POT or the Administrator (taken as a whole); (ix) the forms of the definitive certificate representing the Subscription Receipts, the Debentures and the Trust Units has been approved and adopted by the Trust and complies with all legal requirements (including all applicable requirements of the TSX) relating thereto; (x) the Firm Receipts (or Offered Receipts, as applicable) and the Offered Debentures have been duly and validly created, allotted and issued as fully paid and non-assessable Subscription Receipts and Debentures, respectively, of the Trust; (xi) the Trust Units issuable pursuant to the Offered Receipts and the Trust Units issuable upon conversion, redemption or maturity of the Offered Debentures will, upon issuance in accordance with the terms of the Subscription Receipt Agreement, the Indenture and the Trust Indenture, as applicable, be issued as fully paid and non-assessable Trust Units; (xii) the attributes of the Offered Securities and the Trust Units conform in all material respects with the descriptions thereof contained in the Prospectuses; (xiii) subject to the assumptions and qualifications stated in the Prospectus, the Offered Receipts, the Offered Debentures, the Trust Units issuable pursuant to the Offered Receipts and the Trust Units issuable upon the conversion, redemption or maturity of the Offered Debentures are qualified investments under the Tax Act and the regulations thereunder for trusts governed by registered retirement savings plans, registered retirement income funds, registered education savings plans and deferred profit sharing plans (except for deferred profit sharing plans to which the Trust made a contribution); (xiv) all necessary documents have been filed, all necessary proceedings have been taken and all legal requirements have been fulfilled as required under the Applicable Securities Laws of each of the Qualifying Provinces in order to qualify the Offered Securities for distribution and sale to the public in each of such Seller's right, title Qualifying Provinces by or through investment dealers and interest in, to and brokers duly registered under the Intangible Propertyapplicable laws of such provinces who have complied with the relevant provisions of such Applicable Securities Laws; (xv) no filing, proceeding, approval, consent or authorization is required to be made, taken or obtained by the Trust under the securities laws of the Qualifying Provinces to permit the issuance by the Trust of the Trust Units issuable pursuant to the Offered Securities provided that no commission or other remuneration is paid or given in respect of the distribution except for administrative or professional services or for services performed by a registered dealer; (xvi) the first trade by a holder of Trust Units received pursuant to the Offered Securities will not be subject to the prospectus requirements of the securities legislation of the Qualifying Provinces and no filing, proceeding, approval, consent or authorization under the securities legislation of the Qualifying Provinces will be required to permit the trading of such Trust Units in the Qualifying Provinces, provided that the trade is not a Control Distribution and the Trust is a "reporting issuer" for the purposes of National Instrument 45-102 Resale of Securities at the time of such trade in the jurisdiction where such trade occurs; (xvii) the Trust is a "reporting issuer" not included in a list of defaulting reporting issuers maintained by the ASC pursuant to Section 141 of the Securities Act (Alberta) and the regulations thereunder and has a similar status under the Securities Laws of each of the other Qualifying Provinces; (xviii) the Trust has the necessary power and authority to execute and deliver the Prospectuses and all necessary action has been taken by each of the Trust and the Administrator to authorize the execution and delivery by the Trust of the Prospectuses and the filing thereof, as the case may be, in each of the Qualifying Provinces in accordance with Applicable Securities Laws; (xix) subject to the qualifications and assumptions set out therein, the Debt Documents statements in the Prospectus under the heading "Certain Canadian Federal Income Tax Considerations" constitute a fair summary of the principal Canadian federal income tax consequences arising under the Tax Act to persons resident in Canada who hold Purchased Securities as capital property and who deal at arm's length with the Trust, POT and the Administrator; (xx) all laws of the Province of Québec relating to the use of the French language have been complied with in connection with the sale of the Purchased Securities to purchasers in the Province of Québec; (xxi) the Offered Receipts, the Offered Debentures, the Trust Units issuable pursuant to the Offered Receipts and the Trust Units issuable upon conversion, redemption or maturity of the Offered Debentures are conditionally listed and, upon notification to the TSX of the issuance and sale thereof and fulfillment of the conditions set out in the TSX letter relating to such listing, will be posted for trading on the TSX; (xxii) confirmation of the authorized and issued capital of the Trust; and (xxiii) Computershare Trust Company of Canada, at its principal offices in Calgary and Toronto has been duly appointed the Escrow Agent, the trustee under the Indenture and the transfer agent and registrar for the Trust Units, the Subscription Receipts and the Debentures; and as to all other legal matters, including compliance with Applicable Securities Laws in any way connected with the issuance, sale and delivery of the Purchased Securities and the first trade of the Trust Units issuable pursuant to the Offered Receipts or upon the conversion, redemption or maturity of the Offered Debentures, as the Underwriters may reasonably request. It is understood that the respective counsel may rely on the opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than where they are qualified to practice law, and on certificates of officers of the Trust, POT, the Administrator, the transfer agent and each of the Trust's auditors and any other auditors (including Deloitte & Touche LLP) which have audited any of the financial statements included or incorporated by reference in the Prospectuses as to relevant matters of fact. It is further understood that the Underwriters' counsel may rely on the opinion of the Trust's counsel as to matters which specifically relate to the Trust, POT and the Administrator, including the issuance of the Offered Securities; (b) if any of the Offered Securities are sold in the United States, a favourable legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP or other recognized counsel acceptable to the Underwriters, acting reasonably, in form and substance reasonably satisfactory to the Underwriters, with respect to such Property, and any matters of such Seller's Furnishings, Fixtures and Equipment with respect United States law as the Underwriters may reasonably request relating to such Property (it being understood and agreed that no portion the offering of the Purchase Price is allocated to FurnishingsOffered Securities, Fixtures the Trust, POT, the Administrator and Equipment)the transactions contemplated hereby; (c) To a certificate of each of the extent Trust, POT and the same are Administrator dated the Closing Date, addressed to the Underwriters and signed on behalf of the Trust, POT and the Administrator by the Chief Executive Officer and Chief Operating Officer of the Administrator or such other officers or directors of the Administrator satisfactory to the Underwriters, acting reasonably, certifying that: (i) each of the Trust, POT and the Administrator has complied with and satisfied in any Seller's possession or control, original, fully executed copies of all material documents respects all terms and agreementsconditions of this agreement on its part to be complied with or satisfied at or prior to the Closing Time; (ii) except for changes contemplated by this agreement, plans the representations and specifications warranties of the Trust, POT and contractsthe Administrator set forth in this agreement are true and correct in all material respects at the Closing Time, licenses as if made at such time; (iii) no event of a nature referred to in Subsection 13(a)(i), (ii), (vi) or (vii) has occurred or to the knowledge of such officer is pending, contemplated or threatened; and (iv) the Share Purchase Agreement and permits pertaining the Teaming Agreement have not been terminated and that no event has occurred or condition exists which will prevent the Acquisition from being completed prior to such Property5:00 p.m. (Calgary time) on August 31, 2007 substantially and in all material respects as contemplated in the Share Purchase Agreement and Teaming Agreement; and the Underwriters shall have no knowledge to the contrary; (d) The Leasea comfort letter of each of the Trust's auditors and any other auditors (including Deloitte & Touche LLP) which have audited any of the financial statements included or incorporated by reference in the Prospectuses, addressed to the Underwriters and dated the Closing Date, as applicable, satisfactory in form and substance to the Underwriters, acting reasonably, bringing the information contained in the comfort letters referred to in paragraph 5(c) up to the Closing Time, which comfort letters shall be not more than two Business Days prior to the Closing Date; (e) An estoppel certificateevidence satisfactory to the Underwriters that the Offered Receipts, substantially in the form attached hereto as EXHIBIT DOffered Debentures, dated within thirty (30) days prior the Trust Units issuable pursuant to the Offered Receipts and the Trust Units issuable upon conversion, redemption or maturity of the Offered Debentures have been conditionally listed on the TSX not later than the close of business on the last Business Day preceding the Closing Date, executed by and shall be posted for trading as at the lender and opening of business on the Closing Date or first trading date after notice of such other parties to the Debt Documents issuance, as such Purchaser may reasonably requireapplicable; (f) An affidavit dated as an agreement of ▇▇. ▇.▇. ▇▇▇▇▇▇▇, satisfactory in form and substance to the Underwriters, not to, and to cause any company or other entity over which he exercises effective control not to, directly or indirectly, sell or offer to sell more than 400,000 Trust Units, lend, transfer or dispose of any securities exchangeable, convertible or exercisable into more than 400,000 Trust Units or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the Closing Dateeconomic consequences of ownership of more than 400,000 Trust Units, whether any such transaction is settled by delivery of Trust Units or other such securities, in respect of Section 1445 cash or otherwise, or announce any intention to do any of the Internal Revenue Code foregoing, at any time within 90 days following the Closing Time, without the consent of 1986BMO ▇▇▇▇▇▇▇ ▇▇▇▇▇ Inc. on behalf of the Underwriters, as amended, sufficient such consent not to provide one exemption under subdivision (b) thereofbe unreasonably withheld; and (g) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such other conveyance documentscertificates and documents as the Underwriters may request, certificates, deeds and other instruments as such Purchaser or the Title Company may reasonably requireacting reasonably.

Closing Documents. Each Seller The parties shall have delivered to the proper Purchaser deliver the following with respect to its Property: (a) A good and sufficient deed with covenants against grantor's actsdocuments, in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying title to such Property, free from all liens and encumbrances other than the Permitted Liens with respect to such Property; (b) A ▇▇▇▇ of sale and assignment and assumption agreement, in form and substance reasonably satisfactory to such Lessor and Head Lessor and all dated as of the Closing Date (the "Closing Documents"), prior to or at the closing: (a) Seller shall execute and Purchaserdeliver, duly or cause to be executed and acknowledged by such Seller and Purchaserdelivered as the case may be, the following Closing Documents: (i) the Deed with covenants against grantor's acts with respect to the assignment and assumption of all of such Seller's right, title and interest in, to and under the Intangible Real Property, granting and conveying to Lessor good, indefeasible and marketable fee simple title to such Real Property, subject only to the Debt Documents Permitted Encumbrances; (ii) with respect to the Deed, any transfer tax statement, return, affidavit or other document required or requested in connection therewith; (iii) a copy of the current certificate of occupancy for the Property with all amendments thereto (unless the municipality where the Property is located does not issue or maintain such Property, certificates or their legal equivalent); (iv) a certification of non-foreign status as required by the Foreign Investment in Real Property Tax Act and regulations thereunder and any similar state statutes; (v) all environmental transfer or disclosure forms, if any, required by the state or municipality in which the Property is located; (vi) the Bill of Sale warranting the transf▇▇ ▇f good and marketable title to the Equipment free and clear of all Liens and the bill of sale related to Improvemen▇▇ ▇nd Fixtures free and clear of all Liens; (vii) the other documents, certificates, opinions and items referred to in Section 8; and (viii) such Seller's Furnishingsother documents, Fixtures certificates, affidavits and Equipment with respect to such Property deliveries as either of the Purchasers may require. This provision shall survive the closing. (it being understood and agreed that no b) Lessor shall deliver the portion of the Purchase Price is allocated related to Furnishingsthe Real Property, Fixtures the Head Lessor shall deliver the portion of the Purchase Price related to the Equipment and Equipment); (c) To the extent the same are in any Seller's possession or control, original, fully executed copies of all material each Purchaser shall execute and shall deliver such other instruments and documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Property; (d) The Lease; (e) An estoppel certificate, substantially in the form attached hereto as EXHIBIT D, dated within thirty (30) days prior to the Closing Date, executed by the lender and take such other parties to the Debt Documents as such Purchaser may reasonably require; (f) An affidavit dated as of the Closing Date, in respect of Section 1445 of the Internal Revenue Code of 1986actions, as amended, sufficient Purchasers are required to provide one exemption under subdivision (b) thereof; and (g) A parties deliver or do hereunder to effectuate the transactions contemplated hereby in possession affidavit, mechanic's lien affidavit, a gap indemnity and such other conveyance documents, certificates, deeds and other instruments as such Purchaser or accordance with the Title Company may reasonably requireprovisions hereof. This provision shall survive the closing.

Closing Documents. Each Seller shall have delivered or caused to be delivered to Purchaser, or Purchaser shall have otherwise received, on or before the proper Purchaser the following with respect Closing Date, in a form reasonably satisfactory to its PropertyPurchaser: (a) A good Consents, waivers and sufficient deed with covenants against grantor's actsauthorizations of any person to the assumption of the Assigned Contracts and other Purchased Assets by Purchaser and to the transactions contemplated by this Agreement, except for the Assigned Permits, for which provision is made in proper statutory form for recording, duly executed and acknowledged by such Seller, Section 8.4. (b) Limited warranty deeds to Purchaser conveying title to such PropertySeller's Real Estate as described in Section 1.1, free from subject only to those encumbrances or other restrictions recited on Schedule 1.1 (provided, however, that the encumbrances noted on Schedule 8.3 hereof shall be discharged on or before the Closing Date), and except for those leases, licenses, or occupancy agreements or other instruments which have been assumed by Purchaser as Assumed Liabilities, and (c) Bills of Sale conveying all liens and encumbrances Purchased Assets (other than the Permitted Liens Real Estate) to Purchaser duly executed by Seller (Seller and Purchaser hereby agreeing that neither the representations and warranties nor the rights and remedies of any party hereunder shall be deemed to be enlarged, modified or altered in any way by such Bills of Sale). (d) Stock powers with respect to the Restaurants Stock, the Club Sugarbush Stock, the MWC Stock (at the Second Closing) and the MWT Stock (together with certificates with respect to such Property; (b) A ▇▇▇▇ of sale and assignment and assumption agreement, in form and substance reasonably satisfactory to such Seller and Purchaser, duly executed and acknowledged by such Seller and Purchaser, with respect to the assignment and assumption of all of such Seller's right, title and interest in, to and under the Intangible Property, the Debt Documents with respect to such Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipmentstock); (c) To the extent the same are in any Seller's possession or control, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Property; (d) The Lease;. (e) An estoppel certificate, substantially in Certified copies of the form attached hereto as EXHIBIT D, dated within thirty (30) days prior to the Closing Date, executed authorization by the lender Seller of the sale of the Purchased Assets to Purchaser in accordance with this Agreement and such other parties to Seller's execution and delivery of this Agreement; certified copies of the Debt Documents as such Purchaser may reasonably require;resolutions adopted by ASC's Board of Directors authorizing the guaranty set forth at the conclusion of this Agreement. (f) An affidavit dated as affidavit, under penalty of the Closing Dateperjury, indicating Seller's United States taxpayer identification number and stating that Seller is not a foreign person, in respect a form sufficient to exempt Purchaser from the withholding provisions of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereof; andCode. (g) A parties certificate of legal existence from the State of Vermont for the Seller and incumbency certificates of Seller, together with a certified copy of Seller's organizational documents. (h) Articles of amendment to Seller's articles of incorporation changing its name to any name other than "Sugarbush Resort Holdings, Inc." or any variation thereof. (i) Documents to be filed with the Secretary of State of Vermont conveying to Purchaser the trade names listed in possession affidavitSchedule 6.13 hereof, mechanicand terminating Seller's lien affidavittrade name registration with respect to "The Grand Summit Hotel and Crown Club at Sugarbush" or amending such trade name to delete "at Sugarbush" therefrom. (j) An opinion of counsel to Seller and ASC in the form attached as Exhibit "B". (k) A written statement from the Vermont Department of Revenue certifying that the Seller has no past-due state income or employment tax liability, a gap indemnity and except such other conveyance documents, certificates, deeds and as will be satisfied at Closing with the proceeds of the sale. (l) Such other instruments as such or conveyances in form reasonably acceptable to Purchaser or and Purchaser's counsel, duly executed by Seller's authorized officer, conveying to Purchaser good and marketable title to the Title Company may reasonably requirePurchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances.

Closing Documents. Each (a) Seller shall have delivered deliver to Purchaser at the proper Purchaser Closing the following with respect documents, duly executed as necessary by each of the appropriate parties (other than Purchaser) to its Propertymake them effective: (ai) A copies of all necessary third party and governmental consents, approvals, releases and filings required to be obtained by Seller in order to effect the transactions contemplated by this Agreement; (ii) good and sufficient deed with covenants against grantor's actsinstruments or bills of sale, in proper statutory form for recordingtransfer, duly executed assignment, conveyance and acknowledged by such Sellerdelivery (including all vehicle titles), conveying title to such Property, free from all liens assignments of Intellectual Property and encumbrances other than the Permitted Liens with respect to such Property; (b) A ▇▇▇▇ instruments of sale and assignment and assumption agreementtransfer, in form and substance reasonably satisfactory to such Seller Purchaser and Purchaserits counsel, duly executed and acknowledged by such Seller and Purchaser, with respect as are required in order to transfer to Purchaser title to the assignment Purchased Assets (other than the Real Property and assumption the Unpatented Mining Claims), free and clear of all liens, charges, security interests and other encumbrances; (iii) good and sufficient quit claim deeds which will be in recordable form with all Transfer Taxes (as defined in Section 11.11 below) affixed or paid in accordance with Section 11.11, and which will be sufficient to transfer all of such Seller's right, title and interest inin and to the portion of the Real Property included in the Purchased Assets including, without limitation, minerals and mineral rights related thereto; (iv) good and sufficient quit claim deeds, which will be in recordable form with all Transfer Taxes affixed or paid in accordance with Section 11.11 below, and which will be sufficient to transfer all of Seller's right, title and under interest in and to any Unpatented Mining Claims included in the Intangible PropertyPurchased Assets including, the Debt Documents without limitation, minerals and mineral rights related thereto; (v) instruments of assignment with respect to such Propertywhich Seller will assign and transfer to Purchaser all of Seller's right, title and interest in and to the leases of and other assignable rights in and to real and personal property and other agreements, instruments and documents to be assigned to Purchaser, and any pursuant to which Purchaser will assume and agree to perform and discharge all duties and obligations of such Seller under the leases, agreements, instruments and documents to be assigned and transferred to Purchaser; (vi) additional real estate conveyance documents and certificates, assignments, non-disturbance and attornment agreements, environmental and other disclosure documents, affidavits and other documents and instruments as are reasonably requested by Purchaser and which Purchaser deems necessary in its reasonable discretion to effectuate the transfer of the Purchased Assets; (vii) assignment and assumption agreement in substantially the form of Exhibit A attached hereto and made a part hereof (the "Assignment and Assumption Agreement") executed by Seller; (viii) certified copies of the resolutions duly adopted by the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby, and the consummation of all other transactions contemplated by this Agreement; (ix) certified copies of Seller's FurnishingsCertificate of Incorporation and Bylaws, Fixtures and Equipment with respect each as in effect at the Closing; (x) all consents to such Property (it being understood and agreed that no portion assignment to Purchaser of the Purchase Price is allocated Contract Rights required by Section 6.1(e) above, excepting only those consents related to Furnishings, Fixtures and EquipmentNonassignable Contracts (as defined in Section 8.4 below); (cxi) To all contracts constituting Contract Rights, Permits (to the extent transferable), purchase orders, sales orders and other documents constituting Purchased Assets; (xii) a certificate of accuracy of representations and warranties and compliance with covenants, executed by an authorized officer of Seller; (xiii) the same are Bentonite Supply Contract; (xiv) the Traditional Supply Contract; (xv) the opinions of (A) Lord, Bissell & Brook, counsel to Seller, in any the form of Exhibit B attached hereto, and (B) local counsel with respect to real property, reserves and deposit matters as may be reasonably requested by Purchaser; (xvi) the Absorbents Supply Contract; (xvii) the Trademark License Agreement; and (xviii) such other documents or instruments as Purchaser may reasonably request to effect the transactions contemplated hereby. All of the foregoing documents in this Section 8.3(a) shall be reasonably satisfactory in form and substance to Purchaser and its counsel and shall be dated the Closing Date. (b) Purchaser shall deliver to Seller at the Closing the following items, duly executed by Purchaser where necessary to make them effective: (i) the Purchase Price by wire transfer of immediately available funds to an account designated by Seller; (ii) the Assignment and Assumption Agreement executed by Purchaser; (iii) instruments of assignment with respect to which Seller will assign and transfer to Purchaser all of Seller's possession or controlright, originaltitle and interest in and to the leases of and other assignable rights in and to real and personal property and other agreements, fully executed instruments and documents to be assigned to Purchaser, and pursuant to which Purchaser will assume and agree to perform and discharge all duties and obligations of Seller under the leases, agreements, instruments and documents to be assigned and transferred to Purchaser; (iv) certified copies of the resolutions duly adopted by Purchaser's Board of Directors authorizing the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby, and the consummation of all other transactions contemplated by this Agreement; (v) the Bentonite Supply Contract; (vi) the Traditional Supply Contract; (vii) copies of all material documents necessary third party and agreementsgovernmental consents, plans approvals, releases and specifications and contracts, licenses and permits pertaining filings required to such Propertybe obtained by Purchaser in order to effect the transactions contemplated by this Agreement; (dviii) The Leasecertified copies of Purchaser's Certificate of Incorporation and Bylaws, each as in effect at the Closing; (eix) An estoppel certificatea certificate of accuracy of representations and warranties and compliance with covenants, substantially executed by an authorized officer of Purchaser; and (x) an opinion of Vedder, Price, Kauf▇▇▇ & ▇ammholz, counsel to Purchaser, in the form of Exhibit C attached hereto as EXHIBIT D, dated within thirty (30) days prior to the Closing Date, executed by the lender and such other parties to the Debt Documents as such Purchaser may reasonably requirehereto; (fxi) An affidavit the Trademark License Agreement; and (xii) such other documents or instruments as Seller may reasonably request to effect the transactions contemplated hereby. All of the foregoing documents in this Section 8.3(b) shall be reasonably satisfactory in form and substance to Seller and its counsel and shall be dated as of the Closing Date, in respect of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereof; and (g) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such other conveyance documents, certificates, deeds and other instruments as such Purchaser or the Title Company may reasonably require.

Closing Documents. Each Seller Such Purchaser shall have delivered to received the proper Purchaser following, each dated the following with respect to its Propertydate of the applicable Closing Day: (ai) The Note(s) to be purchased by such Purchaser. (ii) A good and sufficient deed with covenants against grantor's acts, in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying title to such Property, free from all liens and encumbrances other than the Permitted Liens with respect to such Property; (b) A favorable opinion of ▇▇▇▇▇ of sale & ▇▇▇ ▇▇▇▇▇, PLLC, special counsel to the Company and assignment any guarantor (or such other counsel designated by the Company and assumption agreementany guarantor and acceptable to each Purchaser) in form, in form substance and substance scope reasonably satisfactory to the Purchasers. The Company hereby directs each such Seller counsel to deliver such opinion, agrees that the issuance and Purchasersale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinion. (iii) The Articles of Incorporation of the Company and any guarantor, in each case certified as of a recent date by the Secretary of State of the state in which such party is organized (or a certification by a Responsible Officer that the Articles of Incorporation most recently delivered to the Purchasers have not been amended). (iv) The Bylaws of the Company and any guarantor certified by the Secretary of their respective Secretaries (or a certification by a Responsible Officer that the Bylaws most recently delivered to the Purchasers have not been amended). (v) An incumbency certificate signed by the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of the Company and any guarantor certifying as to the names, titles and true signatures of the officers of the Company and any guarantor authorized to sign this Agreement, the Notes and the other documents to be delivered hereunder. (vi) A certificate of the Secretary of the Company and any guarantor (A) attaching resolutions of the Board of Directors of the Company and any guarantor evidencing approval of the transactions contemplated by this Agreement and the issuance of the Notes and any guaranty agreement and the execution, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly executed and acknowledged by such Seller validly adopted and Purchaserhave not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Company or any guarantor have been commenced or are contemplated. (vii) An Officer’s Certificate certifying as to the matters set forth in Paragraph 3C below. (viii) Good standing certificates as to each of the Company and any guarantors dated as of a recent date from the jurisdictions in which it is organized or incorporated and each other jurisdiction where a failure to be qualified could reasonably be expected to have a Material Adverse Effect. (ix) Such additional documents or certificates with respect to the assignment and assumption of all of such Seller's right, title and interest in, to and under the Intangible Property, the Debt Documents with respect to such Property, and any of such Seller's Furnishings, Fixtures and Equipment with respect to such Property (it being understood and agreed that no portion of the Purchase Price is allocated to Furnishings, Fixtures and Equipment); (c) To the extent the same are in any Seller's possession legal matters or control, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to such Property; (d) The Lease; (e) An estoppel certificate, substantially in the form attached hereto as EXHIBIT D, dated within thirty (30) days prior corporate or other proceedings related to the Closing Date, executed transactions contemplated hereby as may be reasonably requested by the lender and such other parties to the Debt Documents as such Purchaser may reasonably require; (f) An affidavit dated as of the Closing Date, in respect of Section 1445 of the Internal Revenue Code of 1986, as amended, sufficient to provide one exemption under subdivision (b) thereof; and (g) A parties in possession affidavit, mechanic's lien affidavit, a gap indemnity and such other conveyance documents, certificates, deeds and other instruments as such Purchaser or the Title Company may reasonably requirePurchaser.