Exhibit
      10.1 

     

    EXECUTION
      COPY 
      
        

      

    

     



    AGREEMENT
      OF PURCHASE AND SALE

     

    between

     

    GE
      COMMERCIAL FINANCE BUSINESS PROPERTY CORPORATION,

    as
      Purchaser,

     

    and

     

    UNIVERSAL
      TECHNICAL INSTITUTE OF MASSACHUSETTS, INC.,

    as
      Seller

     

    Dated
      as
      of October 10, 2007

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF
      CONTENTS

    

      
        	 	 	
                Page

              
	
                Section
                  1.

              	
                Agreement
                  to Purchase

              	
                1

              
	
                Section
                  2.

              	
                Purchase
                  Price; Escrow; Title Matters

              	
                2

              
	
                Section
                  3.

              	
                Purchaser’s
                  Contingencies

              	
                5

              
	
                Section
                  4.

              	
                Inspection;
                  Due Diligence

              	
                8

              
	
                Section
                  5.

              	
                Closing

              	
                8

              
	
                Section
                  6.

              	
                Conditions
                  to Closing

              	
                9

              
	
                Section
                  7.

              	
                Prorations

              	
                12

              
	
                Section
                  8.

              	
                Casualty
                  and Condemnation

              	
                13

              
	
                Section
                  9.

              	
                Representations
                  of Seller

              	
                14

              
	
                Section
                  10.

              	
                Representations
                  of Purchaser

              	
                16

              
	
                Section
                  11.

              	
                Indemnification

              	
                16

              
	
                Section
                  12.

              	
                Environmental
                  Indemnification

              	
                17

              
	
                Section
                  13.

              	
                Notices

              	
                18

              
	
                Section
                  14.

              	
                Assignment

              	
                18

              
	
                Section
                  15.

              	
                Defaults

              	
                19

              
	
                Section 16.

              	
                Remedies

              	
                19

              
	
                Section
                  17.

              	
                Brokerage
                  Commission

              	
                19

              
	
                Section
                  18.

              	
                Costs

              	
                20

              
	
                Section
                  19.

              	
                Miscellaneous

              	
                20

              


      

    

     

    
      	
              EXHIBIT
                A

            	
              LEGAL
                DESCRIPTION

            	 
	
              EXHIBIT
                B

            	
              SERVICE
                CONTRACTS

            	 
	
              SCHEDULE
                I

            	
              IMPROVEMENTS

            	 
	
              SCHEDULE
                II

            	
              TITLE
                POLICY REQUIREMENTS

            	 
	
              SCHEDULE
                III

            	
              REQUIREMENTS
                FOR ENVIRONMENTAL PHASE I REPORT

            	 
	
              SCHEDULE
                IV

            	
              SURVEY
                REQUIREMENTS

            	 
	
              SCHEDULE
                V

            	
              APPRAISAL
                REQUIREMENTS

            	 
	
              SCHEDULE
                VI

            	
              ENVIRONMENTAL
                QUESTIONNAIRE

            	 
	
              SCHEDULE
                VII

            	
              INSURANCE
                REQUIREMENTS

            	 
	
              SCHEDULE
                VIII

            	
              PERMITTED
                EXCEPTIONS

            	 
	
              SCHEDULE
                IX

            	
              FORM
                OF LEASE AGREEMENT

            	 
	
              SCHEDULE
                X

            	
              FORM
                OF LEASE GUARANTY

            	 
	
              SCHEDULE
                XI

            	
              FORM
                OF SOURCE OF PAYMENT FUNDS INFORMATION

            	 
	
              SCHEDULE
                XII

            	
              FORM
                OF QUITCLAIM DEED

            	 
	
              SCHEDULE
                XIII

            	
              FORM
                OF NOTICE OF LEASE

            	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    AGREEMENT
      OF PURCHASE AND SALE

     

    THIS
      AGREEMENT OF PURCHASE AND SALE
      (this
“Agreement”) is made and entered into as of the 10th day of October, 2007,
      by and between GE COMMERCIAL
      FINANCE BUSINESS PROPERTY CORPORATION, a
      Delaware corporation (“Purchaser”), and
      UNIVERSAL TECHNICAL INSTITUTE OF MASSACHUSETTS, INC.,
      a
      Delaware corporation (“Seller”).

     

    W
      I T N E
      S S E T H :

     

    For
      and
      in consideration of the mutual covenants and promises hereinafter set forth,
      the
      parties hereto do hereby mutually covenant and agree as follows:

     

    Section
      1. Agreement to Purchase. Purchaser
      hereby agrees to purchase and Seller hereby agrees to sell, for the purchase
      price and subject to and upon each and every one of the terms and conditions
      hereinafter set forth, the following-described property (all of which are
      collectively referred to as the “Premises”):

     

    (a) the
      land
      located at One Upland Road, Norwood, Massachusetts 02062, more particularly
      described on Exhibit A attached to this Agreement and made part of this
      Agreement (the “Land”), and all easements, rights and interests appurtenant
      thereto;

     

    (b) all
      of
      the buildings, structures, fixtures, facilities, installations and other
      improvements of every kind and description in, on, over and under the Land
      as of
      the Closing (defined in Section 5), and all plumbing, gas, electrical,
      ventilating, lighting and other utility systems, ducts, hot water heaters,
      oil
      burners, domestic water systems, elevators, escalators, canopies,
      air-conditioning systems and all other building systems and fixtures attached
      to
      or comprising a part of said buildings except the trade fixtures owned by Seller
      and those, if any, identified on Schedule I hereto (the
“Improvements”);

     

    (c) all
      of
      Seller’s right, title and interest, if any, in and to all easements,
      rights-of-way, appurtenances and other rights and benefits thereunto belonging,
      and to all public or private streets, roads, avenues, alleys or passways, open
      or proposed, on or abutting the Land, and to any award made to or to be made
      in
      lieu thereof, and in and to any award for damage to the land or any part thereof
      by reason of a change of grade in any street, alley, road or avenue, as
      aforesaid (all of the foregoing being included within the term “Land”);
      and

     

    (d) all
      of
      Seller’s rights, if any, in all of the following intangible property now or
      hereafter existing with respect to the Premises (the “Intangible Property”);
      provided, however, the Intangible Property and all payments and proceeds derived
      therefrom may be retained and used by Seller so long as the Lease Agreement
      (as
      defined in Section 6(a)(ii)) remains in effect:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (i) any
      leases, licenses and other agreements to occupy all or any part of the Land
      or
      Improvements and all guaranties by third parties of any tenant’s obligations
      under such leases, licenses and other agreements;

     

    (ii) all
      plans
      and specifications, all building permits and other permits required in
      connection with the construction of the Improvements and all warranties,
      guaranties and sureties now or hereafter received in connection with the
      construction of the Improvements, including (without limitation) all rights
      of
      Seller under any plans, specifications, drawings and permits and all
      architectural, engineering or construction contracts with respect to the
      Improvements and all additions and alterations thereto and Seller’s right to
      enforce the terms and provisions of a certain Traffic Mitigation Escrow
      Agreement by and among Seller, CFRI/CQ Norwood Upland, L.L.C. and Lawyers Title
      Insurance Corporation (the “Traffic Mitigation Escrow Agreement”);

     

    (iii) all
      licenses, permits, approvals and certificates of occupancy relating to zoning,
      land use, ownership, operation, occupancy, construction or maintenance of the
      Improvements running to or in favor of Seller or the Improvements, and all
      deposits to governmental authorities relating to Seller or the Improvements
      (but
      excluding a certain traffic mitigation escrow deposit in the amount of $200,000
      established pursuant to the Traffic Mitigation Escrow Agreement);

     

    (iv) all
      service and maintenance contracts and equipment leases in connection with or
      used by Seller in operation of the Improvements and which are accepted by
      Purchaser; and

     

    (v) all
      claims and warranties, if any, relating to the Premises, but excluding any
      of
      the foregoing which relate to Seller’s business conducted from the Premises and
      any insurance policies and insurance policy proceeds.

     

    Section
      2. Purchase Price; Escrow; Title Matters.
      (a)
Purchase
      Price.
      The
      purchase price to be paid to Seller for the Premises shall be $33,000,000.00
      (the “Purchase Price”). All but $100 of the Purchase Price is being paid for the
      Land and the Improvements, with the remaining $100 being paid for the Intangible
      Property. At Closing (as defined in Section 5) the Premises shall be leased
      to Seller pursuant to the Lease Agreement (as defined in Section 6(a)(ii)),
      and the annual rent thereunder shall be paid as set forth therein. At
      Closing the Purchase Price shall be deposited by Purchaser with the Title
      Company, in
      the
      form of cash, bank cashier’s check or confirmed wire transfer of
      funds
      and paid
      to Seller. 

     

    (b)
      Escrow.
      Promptly
      upon their execution of this Agreement and in any event not later than two
      (2)
      business days thereafter, Seller and Purchaser shall open an escrow (the
“Escrow”) with Chicago Title Insurance Company, 830 East Main Street, Richmond,
      Virginia 23219, attention: Michelle McQueen (the “Title Company”), through which
      the purchase and sale of the Premises shall be consummated (“Opening of
      Escrow”). A fully executed copy of this Agreement shall be deposited with Title
      Company, duly executed by Seller, Purchaser, and Title Company, to serve as
      escrow instructions to Title Company, and Title Company shall hereby be
authorized
      and instructed to deliver the documents and monies to be deposited into the
      Escrow pursuant to the terms of this Agreement. Title Company shall immediately,
      upon receipt of such duly executed copy of this Agreement, notify Seller and
      Buyer of the Opening of Escrow. Should either party fail to open Escrow in
      accordance with the provisions of this Section 2(b), such failure shall
      constitute a material breach of this Agreement. 

     

    
      
        
        

      

      
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    (c)
      Title
      Matters. 

     

    (i) Title
      Report. As
      soon
      as practicable after the date hereof, but in no event later than ten (10) days
      after the Opening of Escrow, Title Company shall deliver or shall cause to
      be
      delivered to Purchaser a title commitment for an extended ALTA form of owner’s
      policy of title insurance (the “Title Report”) with respect to the Premises,
      issued by the Title Company. The Title Report shall be accompanied by legible
      copies of all special exceptions listed therein and shall confirm the
      willingness of the Title Company to issue the endorsements described on Schedule
      II hereto or reasonable equivalents thereof to the extent generally available
      under the laws and regulations of the state in which the Land is located (the
      “Endorsements”). Purchaser shall have the right to object to any exceptions
      contained in the Title Commitment by giving written notice to Seller within
      the
      Due Diligence Period (hereinafter defined) (“Title Notice”). If Purchaser
      delivers a Title Notice to Seller, Seller shall have the option until 5:00
      p.m.
      (Mountain Standard Time) on the date that is seven (7) days from the date Seller
      shall have received the Title Notice, to advise Purchaser in writing (“Seller’s
      Title Election”) either: (a) that Seller is unwilling or unable to remove
      said exceptions by the date that is three (3) business days before the Closing,
      in which case Purchaser shall have the right, and shall notify Seller of its
      decision within three (3) business days of receipt of Seller’s Title Election,
      to either waive this contingency or terminate this Agreement, and in the case
      of
      a termination neither party shall have any further liability to the other except
      as provided herein; or (b) that Seller will agree to remove the exceptions
      by the date that is three (3) business days before the Closing. Seller’s failure
      to timely notify Purchaser of its election aforesaid shall conclusively be
      deemed to be Seller’s election to terminate this Agreement; provided, however,
      Purchaser shall have the right to waive any such title defects that Seller
      has
      not notified Purchaser of its election to satisfy and; Seller’s deemed election
      to terminate shall thereby be deemed revoked. If Seller elects to agree to
      remove any exception, it shall have until the date that is three (3) business
      days before the Closing to remove same. If Seller has removed all such
      exceptions within such time, Escrow shall close as provided herein; if Seller
      has not removed all such exceptions within such time, then Purchaser shall
      have
      the right, by notice to Seller, to either waive any such title defects that
      Seller has not removed, and Escrow shall close with Purchaser taking title
      to
      the Premises subject to such exceptions or terminate this Agreement and in
      the
      case of any termination neither party shall have any further liability to the
      other except as provided in Section 16(d) hereof.

     

    
      
        
        

      

      
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    (ii) Survey.
      Purchaser may elect to obtain a survey of the Premises by a licensed surveyor
      (“Survey”) within the Due Diligence Period, meeting the requirements set forth
      in Schedule IV hereto. The cost of such Survey shall be borne equally
      by Purchaser and Seller. Seller shall fully cooperate with Purchaser to
      facilitate the preparation of said Survey, including, without limitation,
      providing the surveyor with access to the Premises at all reasonable times
      and
      providing the surveyor with such information as the surveyor may reasonably
      request in order to prepare the Survey. In the event the Survey describes a
      state of facts which, in the reasonable opinion of Purchaser, renders the
      Premises unmarketable, uninsurable, materially impacts the use of the Premises,
      or discloses an encroachment, Purchaser shall have the right to request in
      writing, within the Due Diligence Period, that Seller cure any such defect(s)
      (“Survey Notice”). If Purchaser delivers a Survey Notice to Seller, Seller shall
      have the option until 5:00 p.m. (Mountain Standard Time) on the date that is
      seven (7) days from the date Seller shall have received the Survey Notice,
      to
      advise Purchaser in writing (“Seller’s Survey Election”) either: (a) that
      Seller is unwilling or unable to cure said defect(s) by the date that is three
      (3) business days before the Closing, in which case Purchaser shall have the
      right, and shall notify Seller of its decision within three (3) business days
      of
      receipt of Seller’s Survey Election, to either waive this contingency or
      terminate this Agreement, and in the case of a termination neither party shall
      have any further liability to the other except as provided herein; or
      (b) that Seller will agree to cure the defect(s) by the date that is three
      (3) business days before the Closing. Seller’s failure to timely notify
      Purchaser of its election aforesaid shall conclusively be deemed to be Seller’s
      election to terminate this Agreement; provided, however, Purchaser shall have
      the right to waive such survey defects that Seller has not notified Purchaser
      of
      its election to satisfy and Seller’s deemed election to terminate shall thereby
      be deemed revoked. If Seller elects to agree to cure any such defect, it shall
      have until the date that is three (3) business days before the Closing to cure
      same. If Seller has cured all such defects within such time, Escrow shall close
      as provided herein; if Seller has not cured all such defects within such time,
      then Purchaser shall have the right, by notice to Seller, to either waive such
      survey defects that Seller has not cured, and Escrow shall close with Purchaser
      taking title to the Premises subject to such defects or terminate this Agreement
      and in the case of such termination neither party shall have any further
      liability to the other except as provided in Section 16(d) hereof.

     

    (iii) Liens
      and Assessments.
      If at
      the date of Closing there are any monetary liens, assessments or encumbrances
      that Seller is obligated to pay and discharge, except for any lien for local
      real estate taxes and assessments not yet due or payable, Title Company may
      use
      any portion of the Purchase Price to satisfy the same, and Seller shall
      simultaneously either (i) deliver to Title Company at Closing instruments in
      recordable form sufficient to satisfy such liens, assessments or encumbrances
      of
      record, together with the cost of recording or filing said instruments, or
      (ii)
      provided Seller has made arrangements with Title Company in advance of Closing,
      Seller shall deposit with Title Company sufficient monies, acceptable to and
      required by Title Company, to ensure the obtaining and recording of such
      satisfactions and the issuance of the Title Policy (hereinafter defined) free
      of
      any such liens, assessments and encumbrances. In the event that Seller fails
      to
      cure or remove any exception that it has agreed to cure or remove, Purchaser
      shall have the option either to (i) terminate this Agreement, and neither
      party shall have any further liability to the other except as provided herein,
      or (ii) proceed to Closing. Notwithstanding
      any of the foregoing, if any monetary lien is created by Seller subsequent
      to
      the execution of this Agreement, and Purchaser proceeds to Closing, Purchaser
      shall receive a credit against the Purchase Price at Closing equal to the cost
      of satisfying and clearing the record of such monetary lien, to be applied
      against the cash portion of the Purchase Price. Purchaser’s approval of the
      Title Report shall be without prejudice to Purchaser’s right to disapprove the
      Survey or any supplementary reports issued by Title Company.

     

    
      
        
        

      

      
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    Section
      3. Purchaser’s Contingencies.

     

    (a) Seller’s
      Reports.
      With
      reasonable promptness but in no event more than five days after the date of
      mutual execution of this Agreement (such execution date being hereinafter
      referred to as the “Effective Date” and such five-day period thereafter being
      referred to as the “Report Period”), Seller shall deliver to Purchaser the
      following items (“Seller’s Reports”), which comply with the requirements set
      forth herein:

     

    (i) The
      organizational documents for Seller and Universal Technical Institute, Inc.
      (“Lease Guarantor”). Such documents shall include Seller’s and Lease Guarantor’s
      articles of incorporation, bylaws, an incumbency certificate certified by their
      respective secretaries that identifies Seller’s and Lease Guarantor’s current
      directors and officers, a current certificate of good standing for Seller and
      Lease Guarantor issued by the Secretary of State of the State of Delaware,
      and a
      certificate of the Secretary of Commonwealth of the Commonwealth of
      Massachusetts evidencing Seller’s qualification to conduct business in
      Massachusetts. 

     

    (ii) An
      environmental questionnaire relating to the Land and Improvements in the form
      provided on Schedule VI hereto.

     

    (iii) The
      current certificate of occupancy for the Improvements.

     

    (iv) Copies
      of
      all necessary licenses and permits required for the operation of Seller’s
      business at the Premises.

     

    (v) Copies
      of
      any existing leases between Seller and tenants of the Premises (the
“Subleases”).

     

    (vi) “As-built”
      plans and specifications relating to the Improvements and any and all
      alterations or construction of the Improvements or any part thereof, and with
      respect to any current construction, a budget.

     

    (vii) To
      the
      extent Purchaser requires, all existing warranties with respect to any
      Improvements or Personal Property.

     

    (viii) Certificates
      of insurance covering the Premises and Improvements in accordance with the
      requirements set forth in Schedule VII hereto.

     

    
      
        
        

      

      
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    (ix) All
      of
      Seller’s property tax bills relating to the Premises since Seller has owned the
      Premises.

     

    (x) Any
      management agreements, contracts or other similar arrangements that are
      currently in effect with respect to the Premises.

     

    (xi) All
      existing supply, maintenance, repair and service contracts with respect to
      the
      Premises.

     

    (xii) All
      notices of violations and citations, including any criminal citations or
      allegations of criminal activity at the Premises, currently pending or which
      have been received by Seller during the immediately preceding three years or
      which remain outstanding.

     

    (b) Purchaser’s
      Reports.
      Purchaser’s receipt of the Seller’s Reports shall be without prejudice to
      Purchaser’s right to obtain from persons other than Seller any other reports
      regarding Seller, Lease Guarantor or the Premises (the “Purchaser’s Reports”,
      and together with the Seller Reports, the “Due Diligence Reports”), including
      (without limitation) the following:

     

    (i) A
      current
      Phase I environmental investigation report of the Premises (the
“Environmental Audit”) conducted by an environmental inspection company engaged
      by Purchaser and detailing and analyzing, among other things, those aspects
      of
      the Premises as set forth in the guidelines attached hereto as
      Schedule III. 

     

    (ii) A
      current
      MAI appraisal, in form and substance satisfactory to Purchaser (the
“Appraisal”), prepared by an appraiser engaged by Purchaser in accordance with
      the guidelines attached hereto as Schedule V.

     

    (iii) A
      property condition report prepared by a structural engineer (the “Property
      Condition Report”) confirming that the Improvements do not contain any
      structural or other material defects.

     

    (iv) A
      certificate from an engineer or appropriate governmental agency in form and
      substance acceptable to Purchaser that the Improvements comply with The
      Americans with Disabilities Act of 1990.

     

    (v) A
      report
      provided by a commercial litigation service which identifies any litigation
      or
      other adversarial proceedings involving Seller or the Premises.

     

    (vi) Such
      other reports, tests, information and data as Purchaser may request prior to
      the
      Closing Date.

     

    
      
        
        

      

      
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    (c) Supplemental
      Information; Construction-Related Information.
      


    (i)
       Seller
      agrees that to the extent Seller obtains, prior to the Closing Date (as
      hereinafter defined) any other information, reports, assessments or data which
      in any manner relate to or amend any of Seller’s Reports, or if Seller becomes
      aware that any information contained in any of the Due Diligence Reports becomes
      incorrect in any material respect, Seller shall promptly furnish Purchaser
      with
      such additional reports or amendments or contrary or conflicting
      information;
      provided, however, that nothing in this Section 3(c) shall be construed as
      extending or reopening the Due Diligence Period, or extending the Closing Date,
      absent an amendment of this Agreement executed by Seller and
      Purchaser.

     

    (ii) Seller
      shall provide Purchaser with such reports, information, documents or items
      relating to the current construction of the Improvements as Purchaser may
      reasonably request prior to the Closing Date.

     

    (d) Payments
      for Due Diligence Reports.
      All
      costs and expenses of all Purchaser’s Reports (including any updates to such
      Purchaser’s Reports) and other tests, inspections and studies of the Premises
      required by Purchaser shall be shared equally by Purchaser and Seller,
      regardless of whether the sale contemplated hereby closes. All costs and
      expenses relating to Seller’s Reports shall be paid by Seller. The terms of this
      Section shall survive any cancellation, forfeiture or termination of this
      Agreement.

     

    (e) 
      Removal of Contingencies.
      Purchaser shall have 30 days after the Report Period (the “Due Diligence
      Period”) within which to notify Seller in writing (the “Due Diligence Notice”)
      that Purchaser objects to the form or substance of the Due Diligence Reports.
      If
      Purchaser delivers a Due Diligence Notice to Seller, Seller shall have the
      option until 5:00 p.m. (Mountain Standard Time) on the date that is
      seven
      (7) days from the date Seller shall have received the Due Diligence Notice,
      to
      advise Purchaser in writing (“Seller’s Due Diligence Election”) either: (i) that
      Seller is unwilling or unable to satisfy such objections by the date that is
      three (3) business days before the Closing, in which case Purchaser shall have
      the right, and shall notify Seller of its decision within three (3) business
      days of receipt of Seller’s Due Diligence Election, to either waive its
      objections or terminate this Agreement, and in the case of a termination neither
      party shall have any further liability to the other except as provided herein;
      or (ii) that Seller will agree to satisfy such objections by the date that
      is
      three (3) business days before the Closing. Seller’s failure to timely notify
      Purchaser of its election aforesaid shall conclusively be deemed to be Seller’s
      election to terminate this Agreement; provided, however, Purchaser shall have
      the right to waive such objections that Seller has not notified Purchaser of
      its
      election to satisfy and Seller’s deemed election to terminate shall thereby be
      deemed revoked. If Seller elects to agree to satisfy any objection, it shall
      have until the date that is three (3) business days before the Closing to
      satisfy same. If Seller has satisfied all such objections within such time,
      Escrow shall close as provided herein; if Seller has not satisfied all such
      objections within such time, then Purchaser shall have the right, by notice
      to
      Seller, to either waive such objections that Seller has not satisfied, and
      Escrow shall close with Purchaser taking title to the Premises or terminate
      this
      Agreement and in the case of such termination neither party shall have any
      further liability to the other except as provided in Section 16(d)
      hereof.

     

    
      
        
        

      

      
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    (f)  As-Is
      Sale.  Except
      as
      otherwise expressly provided herein and in the documents to be delivered by
      Seller at Closing, Purchaser shall rely solely upon Purchaser’s own knowledge of
      the Premises based on its investigation of the Premises and its own inspection
      of the Premises in determining the Premises’ physical condition. Purchaser
      expressly acknowledges that Purchaser is buying the Premises in an “AS-IS”
condition, and that, except as expressly provided herein and in the documents
      to
      be delivered by Seller at Closing, Purchaser has not relied on any warranties,
      promises, understandings or representations, express or implied, of Seller
      or
      any agent of Seller which are not expressly contained in this Agreement or
      in
      such documents. Seller hereby expressly negates and disclaims any other
      representations, warranties or guaranties of any kind or character whatsoever,
      whether express or implied, oral or written, past, present or future, of, as
      to,
      concerning or with respect to the Premises or any other matter
      whatsoever.

     

    (g) Purchaser
      to Provide Reports to Seller.
      If
      Escrow does not close on the Closing Date or if this Agreement is terminated
      for
      any reason as set forth in this Agreement, excluding termination as a result
      of
      default by Seller, Purchaser shall, subject to restrictions imposed by the
      preparers of such materials, immediately provide to Seller, upon Seller’s
      request, copies of all Purchaser’s Reports compiled or received by it in the
      course of its investigation of the Premises, without any representation or
      warranty or liability of Purchaser or the preparer of such documents.
      Purchaser’s obligations under this paragraph shall survive the termination of
      this Agreement.

     

    Section
      4. Inspection; Due Diligence.
      During
      the term of this Agreement, Purchaser or its agents shall be permitted access
      to
      the Premises during normal business hours upon reasonable notice so long as
      Purchaser shall not interfere with the operations of Seller. Purchaser and
      its
      agents shall have until the expiration of the Due Diligence Period to perform
      whatever investigations, tests and inspections Purchaser deems reasonably
      appropriate. Seller shall cooperate with Purchaser’s due diligence review and
      shall make available to Purchaser, upon reasonable notice and during business
      hours, all books and records concerning the operation and maintenance of the
      Premises. Purchaser shall indemnify, defend and hold Seller free and harmless
      from and against all liabilities, costs and expenses asserted against Seller
      arising out of any acts of Purchaser or its agents in connection with any such
      inspections; provided, however, such
      indemnification shall not extend to amounts resulting from Seller’s negligence
      or misconduct. Notwithstanding the prior sentence, Seller shall remain liable
      for all obligations incurred pursuant to Sections 3(d), 17 and 18(a)
      hereof. Purchaser shall self-insure, with the support of Purchaser’s parent
      corporation, against all liabilities that may arise from the exercise of
      Purchaser’s rights under this Section 4. Prior to the expiration of the Due
      Diligence Period, Purchaser shall have the right to terminate this Agreement
      if
      Purchaser’s due diligence reveals any matters that would make the Premises or
      the transaction contemplated by this Agreement unacceptable to Purchaser in
      Purchaser’s sole discretion.

     

    Section
      5. Closing.
      Subject
      to the provisions of Section 6 of this Agreement, the closing of the
      purchase and sale transaction contemplated by this Agreement (the “Closing”)
      shall occur not later than October __, 2007, unless mutually agreed in writing
      by the parties hereto (the aforesaid date or such other date as may be agreed
      upon by the parties, being referred to herein as the “Closing Date”). The
      Closing shall occur on the Closing Date no later than 3:00 pm (local
time)
      in
      the offices of the Title Company unless another place and time of Closing is
      mutually agreed to by Seller and Purchaser.

     

    
      
        
        

      

      
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    At
      the
      Closing, and as a condition of Purchaser’s obligation to close, Seller will
      convey title to the Premises to Purchaser by a quitclaim deed (with quitclaim
      covenants) in substantially the form attached hereto as Schedule XII (the
“Deed”) and bill of sale sufficient to permit the issuance of the owner’s policy
      of title insurance referred to in Section 6(a)(iv) with any required
      documentary stamps affixed thereto, free and clear of any and all liens,
      encumbrances, covenants, conditions and restrictions, except for such exceptions
      set forth in Schedule VIII hereto, or as may be waived or approved in
      writing by Purchaser (the “Permitted Exceptions”). To the extent any title
      defect with respect to the Premises appears between the expiration of the Due
      Diligence Period and the Closing, except with respect to defects arising out
      of
      Purchaser’s action on the Premises, Purchaser
      may object to such defect not later than the Closing. In the event of such
      objection, Seller shall either (i) elect to agree to remove or cure any
      such defect by the Closing or (ii) notify Purchaser in writing of Seller’s
      election not to remove or cure such defect. If Seller shall fail to remove
      or
      cure such defect to which Purchaser has objected by the Closing, then Purchaser
      shall have the right to waive such defect and proceed to Closing, or to notify
      Seller in writing that Purchaser elects to terminate this Agreement, and in
      the
      case of such termination, neither party shall have any further liability to
      the
      other except as provided in Section 16(d) hereof. Purchaser’s failure to give
      Seller written notice of termination by the Closing Date shall constitute
      Purchaser’s election to waive such objections and proceed to
      Closing.

     

    Section
      6. Conditions to Closing.

     

    (a) Purchaser’s
      obligation to close the purchase and sale transaction contemplated by this
      Agreement is subject to the satisfaction of the following
      conditions:

     

    (i) Seller
      shall have executed and delivered to Title Company, for delivery to Purchaser
      at
      the Closing, the Deed and such bills of sale and other conveyance documents
      with
      respect to the Premises as are required under this Agreement.

     

    (ii) Seller
      shall have executed and delivered to Title Company, for delivery to Purchaser
      at
      the Closing (A) a total of four original counterparts executed by Seller,
      as lessee, of a lease agreement with Purchaser, as lessor, with respect to
      the
      Premises in substantially the form attached hereto as Schedule IX (the
“Lease Agreement”), (B) a Notice of Lease in substantially the form
      attached hereto as Schedule XIII and (C) a Source of Payment Funds Information
      form in the form set forth in Schedule XI hereto.

     

    (iii) Seller
      shall have delivered to the Title Company evidence reasonably satisfactory
      to
      Title Company and Purchaser that all necessary authorizations of the transaction
      provided herein and in the Lease Agreement have been obtained by Seller, and
      such other documents and instruments as may be reasonably requested by Title
      Company in order to consummate the transaction contemplated hereby and by the
      Lease Agreement and to issue the Title Policy (as hereinafter
      defined). 

     

    
      
        
        

      

      
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    (iv) The
      Title
      Company shall have issued to Purchaser an ALTA Form B owner’s fee policy of
      title insurance or its equivalent for the Premises (the “Title Policy”),
      insuring title to the Premises to be in the name of Purchaser as set forth
      herein, and a simultaneously issued ALTA lender’s policy of title insurance to
      Purchaser’s financial institution, if any, in an amount equal to the Purchase
      Price with respect to the owner’s policy and in an amount not in excess of the
      Purchase Price with respect to the lender’s policy and containing only Permitted
      Exceptions and otherwise consistent with the title insurance commitment referred
      to in Section 3 or, in the alternative, an irrevocable commitment for the
      issuance thereof showing that all requirements have been satisfied.

     

    (v) Seller
      shall have delivered to Purchaser confirmation reasonably acceptable to
      Purchaser that the Improvements are serviced by all utilities necessary to
      enable Seller to operate its business therefrom.

     

    (vi) Seller
      shall have delivered to Purchaser certificates in form and substance
      satisfactory to Purchaser evidencing the insurance coverage and policies to
      be
      carried by Seller, as lessee, under the terms of the Lease Agreement and meeting
      the requirements of Schedule VII hereto naming Purchaser or Purchaser’s
      nominee or assigns (if any) as additional insured.

     

    (vii) Seller
      shall have delivered to Purchaser and any Fee Mortgagee (as defined in the
      Lease
      Agreement), if any, with an opinion by Seller’s counsel in form and substance
      satisfactory to Purchaser, to the effect that, among other things, the Lease
      Agreement constitutes the legal, valid and binding obligation of Seller, as
      lessee thereunder enforceable against Seller, as lessee, in accordance with
      its
      terms, subject to qualifications for bankruptcy or insolvency and principles
      of
      equity and to such other qualifications and assumptions as Seller’s counsel may
      reasonably require.

     

    (viii) There
      shall have been no material adverse change in the Premises or in the financial
      condition of Seller or Lease Guarantor as
      indicated in the financial statements for the period ending September 30, 2006.
      No material adverse change in Seller’s or Lease Guarantor’s financial condition
      shall be deemed to have occurred for the purpose of this Section except in
      the
      event of a reduction in the net worth of Seller or Lease Guarantor by more
      than
      10% from that which is reflected in Seller’s or Lease Guarantor’s financial
      statements for the period ending September 30, 2006, as reflected in Seller’s or
      Lease Guarantor’s financial statements for the period ending June 30,
      2007.

     

    (ix) Seller
      shall have delivered to Title Company, for delivery to Purchaser at the Closing
      a “nonforeign” certificate pursuant to Treas. Reg. § 1.14452T(b)(2), in
      form and substance satisfactory to Purchaser, or such other evidence that Seller
      is not a “foreign person” within the meaning of Internal Revenue Code
      Section 1445 as Purchaser may reasonably require.

     

    
      
        
        

      

      
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    (x) Lease
      Guarantor shall have executed and delivered to Title Company, for delivery
      to
      Purchaser at Closing a guaranty agreement (the “Guaranty”) in substantially the
      form and substance as attached hereto as Schedule X. The Guaranty shall
      unconditionally guaranty the payment and performance of all of Seller’s, as
      lessee, obligations under the Lease Agreement. Lease Guarantor shall also cause
      to be delivered to Purchaser such opinions of counsel as Purchaser may require
      to the effect that, among other things, the Guaranty constitutes the legal,
      valid and binding obligation of Lease Guarantor enforceable by Purchaser in
      accordance with its terms, subject to qualifications for bankruptcy or
      insolvency and principles of equity and to such other qualifications and
      assumptions as Lease Guarantor’s counsel may reasonably require.

     

    (xi) Lease
      Guarantor shall have delivered to Title Company and Purchaser corporate approval
      of Lease Guarantor authorizing Lease Guarantor’s execution and delivery of the
      Guaranty.

     

    (xii) Seller
      shall have caused any Subleases existing at the Closing to be subordinated
      to
      the Lease Agreement pursuant to subordination agreements in form and substance
      satisfactory to Purchaser, delivered to Title Company for delivery to Purchaser
      at the Closing.

     

    (xiii) All
      representations, warranties and covenants of Seller set forth herein shall
      have
      been true and correct in all material respects when made, and Seller shall
      deliver to Purchaser at Closing a certificate stating that all such
      representations, warranties and covenants remain true and correct in all
      material respects at and as of the Closing.

     

    (xiv) The
      absence of any monetary lien, mechanic’s or materialman’s lien or other material
      defect in title to the Premises which was not permitted by this Agreement or
      approved in writing by Purchaser, or otherwise waived as provided
      herein.

     

    (xv) The
      absence of any material violation of any applicable statute, law or regulation
      regarding the physical condition of the Premises or Seller’s use thereof for its
      current business purpose or of any change in any laws or statutes which
      materially affect Seller’s ability to use the Premises for its current business
      purposes or the Permitted Use (as defined in the Lease Agreement).

     

    (xvi) The
      absence of Purchaser’s discovery of any hazardous material, waste or substance
      at the Premises (A) that was not reported to Purchaser in writing prior to
      the end of the Due Diligence Period, (B) that violates any applicable
      statute, law or ordinance and (C) the cost of whose abatement, removal or
      disposal, to the full extent required by any applicable statute, law or
      ordinance or which, in Purchaser’s reasonable judgment, is needed to avoid
      additional contamination or pollution of the Premises or any adjoining property,
      is likely to exceed $25,000.

     

    
      
        
        

      

      
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    (xvii) Seller
      shall have completed construction of the Improvements in all respects and shall
      have delivered to Purchaser the final, unconditional and permanent certificate
      of occupancy relating to such construction.

     

    (xviii) Seller
      shall have delivered to Purchaser such further documents as reasonably may
      be
      required in order to fully and legally close this transaction.

     

    (b) Seller’s
      Conditions.
      Seller’s
      obligation to close the purchase and sale transaction contemplated by this
      Agreement is subject to the satisfaction of the following
      conditions:

     

    (i) The
      representations and warranties of Purchaser contained in this Agreement shall
      be
      true on and as of Closing in all material respects as though such
      representations and warranties were made on and as of such date;

     

    (ii) Purchaser
      shall have performed and complied with all agreements and conditions required
      by
      this Agreement to be performed or complied with by it on or prior to Closing;
      and

     

    (iii) Purchaser
      shall have delivered the instruments and other consideration required under
      the
      terms of this Agreement to be delivered by Purchaser as, when and in the manner
      set forth herein.

     

    (c) Each
      party will use its best efforts to satisfy the conditions imposed on such party
      contained in this Section and otherwise in this Agreement.

     

    (d) In
      the
      event any one of the above conditions is not satisfied as of the Closing Date,
      or if the party whom such condition is intended to benefit reasonably determines
      that the same is not capable of being so satisfied by the Closing Date, such
      party may:

     

    (i) Waive
      such condition by so advising the other party in writing, whereupon this sale
      shall close in accordance with the terms hereof; or

     

    (ii) Extend
      the Closing Date for up to 60 days (but only if the other party gives the
      extending party written notice, in its sole and absolute discretion, of such
      other party’s intent to attempt to satisfy such condition within such 60-day
      period, it being agreed that such other party shall have no liability to the
      extending party for failing to satisfy such condition within such time or at
      all, except as otherwise provided in this Agreement); or

     

    (iii) Elect
      to
      cancel this Agreement, in which event, neither Seller nor Purchaser shall have
      any further liability to the other except as otherwise provided in this
      Agreement.

     

    Section
      7. Prorations.
      In view
      of the continuing relationship between lessee and lessor under the Lease
      Agreement, and the obligations of lessee under the terms and conditions of
      the
      Lease Agreement, there shall be no proration of insurance, taxes, special
      assessments, utilities or any
      other
      costs; it being the intention of Purchaser and Seller that all such costs shall
      be the obligation of Seller prior to Closing and the obligation of Seller,
      as
      lessee from and after Closing. Seller shall pay all conveyance excise and sales
      taxes in connection with this sale and the Lease Agreement and the recording
      fees and other taxes for Seller’s deed. 

     

    
      
        
        

      

      
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    Section
      8. Casualty and Condemnation. 

     

    (a) Damage
      to or Destruction of Premises Prior to Closing.
      If
      prior to Closing the Premises shall sustain damage, and the cost to repair
      as
      estimated by a licensed general contractor mutually agreeable to Seller and
      Purchaser (the “Contractor”) on a fixed-price basis is Seventy-Five Thousand
      Dollars ($75,000.00) or less, Seller shall promptly notify Purchaser in writing
      of such damage and Purchaser may elect in writing to either: (i) require
      Seller to repair the damages prior to the Closing; or (ii) proceed to
      Closing as scheduled and receive a credit on the Purchase Price equal to the
      estimated cost to repair. If prior to Closing the Premises shall sustain damage,
      and the cost to repair as estimated by the Contractor is more than Seventy-Five
      Thousand Dollars ($75,000.00), Seller shall promptly notify Purchaser in writing
      of such damage and either Purchaser or Seller may elect in writing prior to
      the
      scheduled Closing to terminate this Agreement, in which case neither party
      shall
      have any further liability to the other except as provided herein. In the event
      neither party terminates this Agreement, then the parties shall proceed to
      Closing, and, if the damage was caused by an insured casualty under Seller’s
      insurance policy, Purchaser shall receive Seller’s insurance proceeds (which
      shall be applied, upon Closing, toward the repair or restoration of the Premises
      subject to and in accordance with the terms of the Lease Agreement) and a credit
      on the Purchase Price equal to Seller’s deductible under the
      policy.

     

    (b) Condemnation.
      In
      the
      event that the Premises or any part thereof becomes the subject of a
      condemnation proceeding prior to Closing or Seller learns that there is a threat
      of condemnation prior to Closing, Seller agrees to immediately advise Purchaser,
      in writing, thereof. In the event of such condemnation or threat of
      condemnation, Purchaser shall have the option to (i) elect to terminate
      this Agreement by notice in writing sent within ten (10) days of receipt of
      Seller’s written notice to Purchaser but in any event at least two (2) days
      prior to the Closing, in which case any condemnation award or settlement shall
      be negotiated by and shall belong to Seller and neither party shall have any
      further obligations to or rights against the other except as provided herein;
      (ii) not elect to terminate this Agreement, in which case this transaction
      will
      be consummated as described herein, and (1) if all contingencies to Purchaser’s
      obligation to consummate the transaction described herein have been satisfied
      or
      waived, then Purchaser will be made a party to such proceeding and any award
      or
      settlement payable with respect to such proceeding shall be negotiated by and
      will be paid or assigned to Purchaser upon Closing, or (2) if all contingencies
      to Purchaser’s obligation to consummate the transaction described herein have
      not been satisfied or waived, any award or settlement payable with respect
      to
      such proceeding shall be negotiated by Seller and paid or assigned to Purchaser
      on Closing, and acceptance by Purchaser (which acceptance shall not be
      unreasonably withheld) shall be an additional contingency to its obligation
      to
      consummate the transaction described herein. 

     

    
      
        
        

      

      
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    (c) Risk
      of Casualty Loss.
      From
      the date hereof until Closing, Seller shall continue to maintain the Premises
      and all other improvements in good condition and repair and promptly notify
      Purchaser of the occurrence of any event known to it which materially affects
      the value or utility of the Premises. Except as otherwise provided herein,
      Seller shall be entitled to receive all insurance proceeds and/or condemnation
      awards that may become payable with respect thereto. Except as otherwise
      provided herein, any and all risks associated with ownership of the Premises
      shall be borne by Seller from the date hereof until Closing.

     

    Section
      9. Representations of Seller.
      Seller
      represents and warrants to and covenants with Purchaser as follows:

     

    (a) Organization
      and Standing, Etc.
      Seller
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of Delaware and has all requisite corporate power and authority to own
      and
      operate the Premises, to enter into this Agreement and the Lease Agreement
      and
      to carry out the transactions contemplated hereby and thereby.
      The
      execution and delivery of this Agreement and the performance by Seller of its
      obligations hereunder require no further action or approval in order to
      constitute this Agreement as a binding and enforceable obligation of Seller,
      and
      all such actions have been duly taken by Seller.

     

    (b) Litigation.
      There
      are no actions or proceedings pending with respect to the Premises and no
      actions or proceedings pending against Seller of which Seller has received
      notice or service, which in any way materially adversely affects the Premises,
      Seller or Seller’s ability to perform under the Lease Agreement or this
      Agreement.

     

    (c) Condemnation
      and Compliance With Laws.
      Seller
      has received no notice from any governmental authority of any proposed
      condemnation of any portion of the Premises. Seller has not received any notice
      that the Premises or the use thereof is not presently and at the Closing Date
      will not be in material violation of or in material noncompliance with
      applicable codes, ordinances, regulations or laws (including, without
      limitation, those relating to environmental matters).

     

    (d) Accuracy
      of Seller’s Reports.
      To
      Seller’s knowledge, all of Seller’s Reports that Seller has provided and
      hereafter provides to Purchaser in connection with this Agreement are and shall
      be true and accurate in all material respects.

     

    (e) No
      Additional Title Defects.
      To
      Seller’s knowledge, there are no title defects in or encumbrances against the
      Premises which will not be shown in the Title Report, and no person has any
      adverse, prescriptive right or rights of possession except as stated in this
      Agreement, and no encroachments exist upon or from the Land. As of the Closing
      Date, no mechanic’s liens or materialman’s liens will be of record against the
      Premises.

     

    
      
        
        

      

      
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    (f) No
      Violation of Zoning and Other Laws.
      To
      Seller’s knowledge, the existing use and condition of the Premises is not a
      nonconforming use and does not violate any subdivision, zoning, building,
      health, environmental, personal, disabilities, fire or safety statute,
      ordinance, regulation or code in any material respect. As of the date hereof,
      neither Seller nor any of Seller’s agents and employees have received any
      written notice from any governmental agency alleging violations of any building
      codes, building or use restrictions, zoning ordinance, rules and regulations.
      To
      Seller’s knowledge, all licenses, permits and other approvals required for the
      construction and operation of the Improvements have been issued and are in
      good
      standing. If, between the date of this Agreement and the Closing Date, Seller
      receives any written notice or written citation of any alleged violation of
      any
      statute, code or ordinance with respect to the Premises or Seller’s use thereof,
      it shall promptly provide Purchaser with a true and correct copy
      thereof.

     

    (g) No
      Breach of Agreements.
      This
      Agreement and the consummation of the transaction evidenced hereby will not
      violate any other agreement to which Seller is a party or its organizational
      documents, or (to Seller’s knowledge) any law, statute or ordinance which is
      binding upon the Premises or Seller.

     

    (h) Executory
      Agreements.
      Attached to this Agreement as Exhibit B is a list of all management,
      services and maintenance and equipment leases for the Premises (the “Service
      Contracts”), if any, together with their expiration dates or the notice period
      which must precede their termination. Seller has not provided or received any
      written notice of default under any of the Service Contracts and to the best
      of
      Seller’s knowledge, no default exists under any of the Service Contracts and all
      Service Contracts are currently in full force and effect.

     

    (i) Governmental
      Obligations.
      To
      Seller’s knowledge, there are no unperformed obligations which are currently due
      relative to the Premises to any governmental or quasi-governmental body or
      authority. All water and sewer hookup fees and other fees payable in connection
      with the annexation, zoning or improvement of the Land and which are now due
      have been paid.

     

    (j) Utility
      Services.
      The
      Improvements are serviced by public electric, gas, water, sewer and telephone
      utilities sufficient to operate full-time Seller’s current business in and from
      the Improvements, and there exist no unpaid connection, hookup or similar
      charges with respect thereto. All utilities serving the Improvements are on
      meters which do not monitor any other property.

     

    (k) No
      Condominium.
      To
      Seller’s knowledge, there has not been any documentation recorded to establish
      any portion or all of the Premises as a condominium or cooperative
      property.

     

    (l) Environmental
      Matters.
      To
      Seller’s knowledge, no portion of the Premises lies within a designated wetland
      or other environmentally sensitive area. Seller has not caused, nor, to Seller’s
      knowledge, has any other person caused, any Hazardous Materials (as defined
      below) to be used, generated, stored or disposed of on or transported to or
      from
      the Land or Improvements in violation of any Environmental Laws prior to or
      during the period in which Seller has owned the Premises, nor to Seller’s
      knowledge, have any underground storage tanks or transformers existed on or
      under the Land, nor, to Seller’s knowledge, are any asbestos-containing
      materials present in the Improvements.

     

    
      
        
        

      

      
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    (m) Condition
      of Personal Property and Improvements.
      To
      Seller’s knowledge, there are no material defects in any portion of the
      Improvements or Personal Property, nor are the Improvements infested with
      termites or other insects or animals. Conditions caused by ordinary wear and
      tear and depreciation and which ordinarily arise during the course of owning
      and
      operating Seller’s business at the Premises shall not be considered material
      defects for the purposes of this representation.

     

    (n) Insurability
      of the Premises.
      Neither
      Seller nor its managing agent has received any formal or informal notice from
      any insurance company of any defects or inadequacies in the Premises that would
      adversely affect the insurability of the Improvements or which would increase
      the cost of any insurance beyond that which would ordinarily and customarily
      be
      charged for insuring comparable property used for similar purposes in the
      vicinity of the Premises.

     

    (o) Soil
      Conditions.
      To
      Seller’s knowledge, the surface and subsurface condition of the Land is such
      that it will support the Improvements without present need for additional
      subsurface excavation, fill, footing, caissons or other installations, and
      the
      Improvements have been constructed in a manner which is compatible with the
      soil
      conditions at the time of construction.

     

    (p) No
      Other Adverse Conditions.
      Seller
      has no knowledge of any other fact, circumstance or condition that could have
      a
      material adverse impact upon the physical condition, value or permitted use
      of
      the Premises or Seller’s ability to perform its obligations under this Agreement
      or which is likely to cause any other representation hereto to become incorrect
      in any material respect.

     

    Section
      10. Representations of Purchaser.
      Purchaser represents and warrants to and covenants with Seller that Purchaser
      is
      a corporation duly formed, validly existing and in good standing under the
      laws
      of the State of Delaware and has all requisite power and authority to acquire
      the Premises, to enter into this Agreement and the Lease Agreement and to carry
      out the transactions contemplated hereby and thereby.
      The
      execution and delivery of this Agreement and the performance by Purchaser of
      its
      obligations hereunder require no further action or approval in order to
      constitute this Agreement as a binding and enforceable obligation of Purchaser,
      and all such actions have been duly taken by Purchaser.

     

    Section
      11. Indemnification.
      Seller
      agrees to defend, indemnify and hold Purchaser harmless from and against and
      reimburse Purchaser, its officers, agents and employees for all claims, damages,
      losses, liabilities, expenses, costs and attorneys’ fees relating to the
      transactions contemplated hereby or the Premises that are caused by Seller’s
      failure to perform any obligation under any lease or contract for the Premises
      prior to the Closing Date or for which Seller is responsible in accordance
      with
      the terms of this Agreement. This indemnification shall survive the Closing
      and
      otherwise survive the termination of this Agreement.

     

    
      
        
        

      

      
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    Section
      12. Environmental Indemnification.
      Seller
      and, by signing below, Universal Technical Institute, Inc., a Delaware
      corporation, jointly and severally agree to indemnify and hold harmless
      Purchaser from and against and for any and all damages, claims, demands,
      liabilities, losses, penalties and expenses (including, without limitation,
      any
      and all cleanup costs, remediation costs, court costs, engineer fees, consultant
      fees, attorneys’ fees and diminution in the value of the Premises) incurred or
      suffered by Purchaser as a result of, arising from or relating directly or
      indirectly to the presence, as of or prior to the Closing Date, of any Hazardous
      Materials at the Premises or the failure of Seller or any tenant, subtenant,
      agent, employee or contractor of Seller or the Premises to comply with any
      Environmental Laws, whether or not the same are known to or caused by Seller,
      including, without limitation, any such amounts as are incurred or suffered
      by
      Purchaser due to any of the following:

     

    (a) securing
      compliance of the Premises or use thereof with Environmental Laws;

     

    (b) investigating,
      cleaning up, remediating, preventing the release of or otherwise responding
      to
      the presence of any Hazardous Material in, upon or under any portion of the
      Premises (including, without limitation, the soil, subsurface strata, air,
      water
      or ground water at the Premises), the presence of which resulted, directly
      or
      indirectly, from acts or omissions prior to or upon the Closing
      Date;

     

    (c) claims
      by
      any person (including, without limitation, any past or present employees of
      Seller) with respect to any personal injuries (including, without limitation,
      permanent disability or death or other adverse health effects) or property
      damage allegedly arising as a result of the presence of any Hazardous Material
      at the Premises on or prior to the Closing Date;

     

    (d) claims
      by
      any governmental authority or third party relating to the Premises and
      concerning environmental, health or safety matters or compliance with
      Environmental Laws.

     

    This
      indemnity shall survive the Closing and shall otherwise survive termination,
      expiration or performance of this Agreement.

     

    As
      used
      in this Section and elsewhere in this Agreement, “Hazardous Materials” shall
      mean all materials which because of their quantity, concentration or physical,
      chemical or infectious characteristics may cause or pose a present or potential
      hazard to human health or the environment when improperly handled, treated,
      stored, transported, disposed of or otherwise managed. The term shall include
      (without limitation) all petroleum, petroleum products, explosives, radioactive
      materials, hazardous wastes, hazardous or toxic substances, asbestos or any
      other substance or material now or hereafter defined as a “hazardous” or “toxic”
substance, material or product by the U.S. Environmental Protection Agency
      or the state in which the Premises is located under the Comprehensive
      Environmental Response, Compensation and Liability Act (“CERCLA”), the Resource
      Conservation and Recovery Act (“RCRA”), the Toxic Substances Control Act
      (“TSCA”), the Federal Water Pollution Control Act (“FWPCA”) or comparable state
      statutes and other Environmental Laws (as defined below). As used in this
      Section and elsewhere in this Agreement, “Environmental Laws” shall mean all
      applicable laws (including, without limitation, statutes, regulations and common
      law) pertaining to the protection of human health and the environment, including
      (without limitation) employee and community right-to-know laws and all laws
      regarding the use, generation, storage, transportation, treatment, disposal
      or
      other handling of Hazardous Materials.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    Section
      13. Notices.
      All
      notices given or delivered under this Agreement shall be in writing and shall
      be
      validly given when (i) hand-delivered, (ii) sent by a courier or express service
      guaranteeing overnight delivery or (iii) sent by telecopy, with original being
      sent promptly as otherwise provided above, addressed as follows:

     

    
      	
              If
                intended for Purchaser:

            	
              GE
                Commercial Finance Business Property Corporation

            
	 	
              Suite
                500

            
	 	
              10900
                Northeast Fourth Street

            
	 	
              Bellevue,
                WA 98004

            
	 	
              Attention:
                Bill Moore, Esq.

            
	 	
              Facsimile:
                (425) 467-2103

            
	 	 
	
              With
                a copy to:

            	
              Kutak
                Rock LLP

            
	 	
              The
                Omaha Building

            
	 	
              1650
                Farnam Street

            
	 	
              Omaha,
                NE 68102

            
	 	
              Attention:
                Thomas J. Makens, Esq.

            
	 	
              Facsimile:
                (402) 346-1148

            
	 	 
	
              If
                intended for Seller:

            	
              Universal
                Technical Institute of Massachusetts, Inc.

            
	 	
              20410
                North 19th Avenue

            
	 	
              Phoenix,
                AZ 85027

            
	 	
              Attention:
                Brian K. Udall, Esq.

            
	 	
              Facsimile:
                (623) 445-8501

            
	 	 
	
              With
                a copy to:

            	
              Shughart
                Thomson & Kilroy P.C.

            
	 	
              3636
                N. Central Ave., 12th floor

            
	 	
              Phoenix,
                AZ 85012

            
	 	 
	 	
              Attention:
                Stephen E. Traverse, Esq.

            
	 	
              Facsimile:
                (602) 297-6624

            


    

     

    or
      such
      other person or address which Seller or Purchaser shall have given upon notice
      as herein provided. Notices given by the means described in subprovision (ii)
      herein shall be deemed delivered on the day after such notices are sent. Notices
      delivered by facsimile or hand-delivery shall be deemed delivered on the day
      such notices are delivered or sent, so long as, in the event of a facsimile
      transmission, within one (1) business day thereof, duplicate notice shall be
      sent in the manner provided in provision (ii) of this Section.

     

    Section
      14. Assignment.
      Neither
      party may assign its rights under this Agreement or its right and obligation
      to
      execute the Lease Agreement without the other party’s prior written consent in
      each instance; provided, however, Purchaser may, without Seller’s consent,
      assign this Agreement to an Affiliate of Purchaser. As used herein, the term
      “Affiliate” means any person or entity that is controlling, controlled by or
      under common control with Purchaser, or a trust in which Purchaser is the sole
      beneficiary. Subject to the foregoing, this Agreement shall bind and inure
      to
      the benefit of the parties hereto and their respective successors and
      assigns.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    Section
      15. Defaults.
      Except
      for the parties’ wrongful failure to close or wrongful, intentional act to cause
      any condition to closing not to be satisfied by the Closing Date, neither party
      shall be deemed in default under this Agreement unless such party is given
      written notice of its breach of this Agreement and such breach continues for
      a
      period of 10 days following the date such notice is given.

     

    Section
      16. Remedies.

     

    (a) If
      Seller
      shall be obligated by the provisions of this Agreement to close the purchase
      and
      sale transaction contemplated by this Agreement and shall fail to close, or
      any
      representation or warranty of Seller was untrue when made or Seller fails to
      timely and fully perform any of its obligations hereunder, Purchaser shall
      be
      entitled to such remedies for breach of contract as may be available under
      applicable law, including (without limitation) the remedy of specific
      performance of this Agreement and the Lease Agreement and the right to recover
      its actual and consequential damages. Purchaser shall also have the right to
      enjoin any violations of Seller’s covenants herein.

     

    (b) If
      Purchaser shall be obligated by the provisions of this Agreement to close the
      purchase and sale transaction contemplated by this Agreement and shall fail
      to
      close, or any representation or warranty of Purchaser was untrue when made
      or
      Purchaser fails to timely and fully perform any of its obligations hereunder,
      Seller shall be entitled, as its sole and exclusive remedy, to recover its
      actual and consequential damages for such breach. In no event shall Seller
      be
      entitled to the remedy of specific performance of this Agreement and the Lease
      Agreement and Seller hereby waives such remedy of specific performance in the
      event of such default by Purchaser.

     

    (c)  No
      remedy
      herein conferred upon or reserved to Purchaser is intended to be exclusive
      and
      except as limited by any state’s laws or decisions regarding the election of
      remedies, every such remedy shall be cumulative and shall be in addition to
      every other remedy given under this Agreement or now or hereafter existing
      at
      law or in equity. No delay or omission to exercise any right or power accruing
      upon any default shall impair any such right or power or shall be construed
      to
      be a waiver thereof, but any such right or power may be exercised from time
      to
      time and as often as may be deemed expedient. All remedies conferred upon or
      reserved to Purchaser shall survive the termination of this
      Agreement.

     

    (d) The
      provisions contained in Sections 3(d), 3(f), 3(g), 4, 11, 12, 16, 17,
      18(a), 19(o) and 19(p) shall survive any cancellation or termination of this
      Agreement.

     

    Section
      17. Brokerage Commission.
      Each of
      the parties represents and warrants to the other that neither party dealt with,
      negotiated through or communicated with any broker in connection with this
      transaction. Each party shall indemnify, defend and hold harmless the other
      party from and against any and all claims, loss, costs and expenses, including
      reasonable counsel fees, resulting from any claims that may be made against
      such
      party by any broker claiming a commission by, through or under the other
      party.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    Section
      18. Costs.

     

    (a) All
      costs
      of this transaction shall be shared equally by Seller and Purchaser, except
      that
      (i) each party shall pay for its own attorneys’ fees and disbursements, and (ii)
      Seller shall pay any and all transfer or documentary stamp taxes due with
      respect to the sale of the Premises to Purchaser.

     

    (b) In
      the
      event suit, action, arbitration or mediation is instituted to interpret or
      enforce the terms of this Agreement, the prevailing party shall be entitled
      to
      recover from the other party such sum as the court, arbitrator or mediator
      may
      adjudge reasonable as costs and expert witness and attorneys’ fees at trial, on
      any appeal, and on any petition for review, in addition to all other sums
      provided by law.

     

    (c) Seller
      and Purchaser agree that while Purchaser retains the right to disapprove of
      any
      of the Due Diligence Reports or the results of Premises-related tests or
      inspections and as a result elect not to purchase the Premises, Seller and
      Purchaser will each be incurring certain nonreimbursable expenses and foregoing
      other transaction opportunities and that such provides sufficient consideration
      for the enforceability of this Agreement and each of the parties hereto waives
      any right to claim or allege that there exists insufficient consideration
      therefor.

     

    Section
      19. Miscellaneous.

     

    (a) The
      provisions of this Agreement shall not be amended, waived or modified except
      by
      an instrument, in writing, signed by the parties hereto to be
      charged.

     

    (b) In
      construing this Agreement, the singular shall include the plural, the plural
      shall include the singular and the use of any gender shall include every other
      and all genders.

     

    (c) All
      sections and descriptive headings of this Agreement are inserted for convenience
      only and shall not affect the construction or interpretation
      hereof.

     

    (d) This
      Agreement may be executed in any number of counterparts, each of which, when
      executed and delivered, shall be an original, but all counterparts shall
      together constitute one and the same instrument.

     

    (e) This
      Agreement and the exhibits hereto constitute the entire understanding between
      the parties with respect to the Premises.

     

    (f) The
      waiver of any party of any breach or default by any other party under any of
      the
      terms of this Agreement shall not be deemed to be, nor shall the same
      constitute, a waiver of any subsequent breach or default on the part of any
      other party.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    (g) Each
      of
      the parties hereto acknowledges and agrees that neither party has made any
      representation as to how this Agreement, the Lease Agreement or any given
      income, expense, liability, deduction or credit related thereto shall be treated
      or recharacterized for any federal, state or local income or other tax purposes,
      and each party shall rely solely upon its own tax advisors with respect thereto.
      Neither this Agreement nor the Lease Agreement is or shall be conditioned upon
      how this transaction or any portion thereof or any interests in the Premises
      are
      treated for any tax purposes under any past, existing or future tax statute,
      ordinance or regulation.

     

    (h) This
      Agreement shall be used as instructions to the Title Company, as escrow agent,
      which may attach hereto its standard conditions of acceptance of escrow;
      provided, however, that in the event of any inconsistency between such standard
      conditions of acceptance and the terms of this Agreement, the terms of this
      Agreement shall prevail. If requested by the Title Company, Purchaser and Seller
      shall enter into an escrow agreement on the Title Company’s standard form so
      long as the provisions of such form are not inconsistent with this
      Agreement.

     

    (i) This
      Agreement shall be construed and enforced pursuant to the laws of the
      Commonwealth of Massachusetts.

     

    (j) Time
      is
      of the essence of each and every provision of this Agreement.

     

    (k) In
      the
      event any date on which a party is required to act or give notice falls on
      a
      Saturday, Sunday or legal holiday, then the deadline for such performance or
      notice shall be deemed to be the next business day.

     

    (l) If
      any
      provision of this Agreement, or any instrument to be delivered to Purchaser
      at
      Closing pursuant to this Agreement, is declared invalid or is unenforceable
      for
      any reason, such provision shall be deleted from such document and shall not
      invalidate any other provision contained in this Agreement.

     

    (m) In
      any
      action brought to interpret or enforce any of the provisions of this Agreement,
      the venue of same shall be laid in any county in which the Premises are
      located.

     

    (n) The
      presentation and negotiation of this Agreement shall not be construed as an
      offer by Purchaser to acquire the Premises or obligate either party unless
      and
      until this Agreement has been executed by both parties.

     

    (o) SELLER
      AND PURCHASER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM
      OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS
      AGREEMENT OR ANY OF THE RELATED DOCUMENTS, ANY DEALINGS BETWEEN SELLER AND
      PURCHASER RELATING TO THE SUBJECT MATTER OF THE TRANSACTIONS CONTEMPLATED BY
      THIS AGREEMENT OR ANY RELATED TRANSACTIONS, AND/OR THE RELATIONSHIP THAT IS
      BEING ESTABLISHED BETWEEN SELLER AND PURCHASER. THE SCOPE OF THIS WAIVER IS
      INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN
      ANY
      COURT (INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS,
      BREACH-OF-DUTY CLAIMS AND ALL OTHER COMMON-LAW AND STATUTORY CLAIMS). THIS
      WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR
      IN
      WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
      SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT, ANY RELATED DOCUMENTS, OR ANY
      OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TRANSACTIONS CONTEMPLATED BY
      THIS
      AGREEMENT OR ANY RELATED TRANSACTIONS. IN THE EVENT OF LITIGATION, THIS
      AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE
      COURT.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    (p) Each
      party hereto agrees to maintain in confidence the information contained in
      this
      Agreement or pertaining to the sale contemplated hereby and the information
      and
      data expressly identified as confidential furnished or made available by Seller
      to Purchaser, its agents and representatives in connection with Purchaser’s
      investigation of the Premises and the transactions contemplated by this
      Agreement; provided, however, that each party, its agents and representatives
      may disclose such information and data (i) to such party’s employees,
      accountants, attorneys, prospective lenders, investment bankers, underwriters,
      rating agencies, partners, consultants and other advisors in connection with
      the
      transactions contemplated by this Agreement (collectively, “Representatives”) to
      the extent that such Representatives reasonably need to know such information
      and data in order to assist, and perform services on behalf of, Seller or
      Purchaser; (ii) to the extent required by any applicable statute, law,
      regulation or governmental authority; (iii) in connection with any
      litigation that may arise between the parties in connection with the
      transactions contemplated by this Agreement; and (iv) to any prospective
      transferee or assignee of Purchaser. Notwithstanding the prior sentence,
      information that is or becomes publicly available or is obtained by or furnished
      to Purchaser on an nonconfidential basis shall not be subject to this provision.
      The terms of this Section shall survive Closing and otherwise survive
      termination of this Agreement.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK;

    EXECUTION
      PAGE FOLLOWS]

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      and delivered as of the date first set forth above.

     

    
      	
              GE
                COMMERCIAL FINANCE BUSINESS

              PROPERTY
                CORPORATION

            
	 	 
	
              By

            	
              /s/
                Jorge Florez

            
	
              Name

            	
              Jorge
                Florez

            
	
              Title

            	
              Vice
                President

            
	 
	
              UNIVERSAL
                TECHNICAL INSTITUTE

              OF
                MASSACHUSETTS, INC.

            
	 	 
	
              By
                

            	
              /s/
                Jennifer Haslip

            
	
              Name
                

            	
              Jennifer
                Haslip

            
	
              Title
                

            	
              Secretary

            


    

     

    Universal
      Technical Institute, Inc. hereby joins in the execution of this Agreement for
      the sole purpose of acknowledging its liability under the terms of Section
      12
      hereof.

     

    
      	
              UNIVERSAL
                TECHNICAL INSTITUTE, INC.

            
	 
	
              By
                

            	
              /s/
                Jennifer Haslip

            
	
              Name
                

            	
              Jennifer
                Haslip

            
	
              Title
                

            	
              CFO

            


    

     

    [EXECUTION
      PAGE OF AGREEMENT OF PURCHASE AND SALE]