PROPERTY FROM SELLER TO BUYER SUBJECT TO SATISFACTION OF ALL OF THE FOLLOWING
CONDITIONS PRECEDENT AND THE OTHER TERMS OF THIS AGREEMENT: O) THE COMPLETE
EXECUTION AND ACKNOWLEDGMENT OF THIS AGREEMENT BY ALL OF THE PARTIES HERETO AND
THE DELIVERY THEREOF TO LENDER FOR RECORDATION CONCURRENTLY WITH THE CLOSING OF
BUYER'S ACQUISITION OF THE PROPERTY AS CONTEMPLATED BY THE CONTRACT OF SALE (THE
"CLOSING"); P) RECORDATION AND FILING, AS APPROPRIATE, AT CLOSING OF THE NEW
FINANCING STATEMENTS (DEFINED BELOW) IN FORM AND SUBSTANCE SATISFACTORY TO
LENDER; Q) THE DELIVERY TO LENDER OF SATISFACTORY EVIDENCE OF BUYER'S
SATISFACTION OF ALL INSURANCE REQUIREMENTS AS SET FORTH IN THE LOAN DOCUMENTS;
R) THE ISSUANCE TO LENDER OF THE TITLE ENDORSEMENTS (DEFINED BELOW) IN FORM AND
SUBSTANCE ACCEPTABLE TO LENDER; S) THE FULL RELEASE AND RECONVEYANCE OF ANY
OTHER LIENS OR MONETARY ENCUMBRANCES AGAINST THE PROPERTY WHICH ARE NOT IN FAVOR
OF LENDER OTHER THAN LIENS FOR PROPERTY TAXES AND ASSESSMENTS NOT YET DUE AND
PAYABLE; T) THE PAYMENT TO LENDER OF THE ASSUMPTION FEE (DEFINED BELOW), AND THE
NOTE INSTALLMENT AND ALL OTHER PAYMENTS, FEES AND EXPENSES REQUIRED BY SECTION 3
OF THIS AGREEMENT TO BE PAID AT CLOSING BY BUYER AND/OR SELLER OR AS REQUIRED BY
ANY OF THE LOAN DOCUMENTS; U) THE DELIVERY OF EVIDENCE OF THE CAPACITY AND
AUTHORITY OF SELLER, BUYER, ORIGINAL GUARANTOR AND GUARANTOR TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED IN THE CONTRACT OF SALE AND/OR THIS AGREEMENT, AS THE
CASE MAY BE, CONSENTS AND RESOLUTIONS OF SELLER AND BUYER AUTHORIZING THE
TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND/OR THE CONTRACT OF SALE TOGETHER
WITH A TRUE, CORRECT AND COMPLETE COPY OF THE OPERATING AGREEMENT OF BUYER, AS
AMENDED AND/OR RESTATED, WHICH SHALL INCLUDE, WITHOUT LIMITATION, CERTAIN
"SPECIAL PURPOSE VEHICLE" PROVISIONS ACCEPTABLE TO LENDER WHICH SHALL INCLUDE,
WITHOUT LIMITATION, THOSE PROVISIONS REQUIRED IN THE LOAN DOCUMENTS, ALL IN FORM
AND SUBSTANCE SATISFACTORY TO LENDER; V) A WRITTEN CONSENT AND SUBORDINATION
FROM EACH AND EVERY PARTY HOLDING A SUBORDINATE LIEN OR INTEREST ON THE
PROPERTY, TO PROVIDE THEIR RESPECTIVE CONSENTS IN ALL RESPECTS TO THE
TRANSACTIONS SET FORTH HEREIN AND THEIR CONTINUED SUBORDINATION OF THEIR
RESPECTIVE LIENS TO THE LOAN DOCUMENTS, EACH IN FORM AND SUBSTANCE SATISFACTORY
TO LENDER; W) A CURRENT WRITTEN OPINION OF COUNSEL FOR BUYER, IN FORM AND
SUBSTANCE SATISFACTORY TO LENDER, TO THE EFFECT, AMONG OTHER THINGS AS LENDER
MAY REQUIRE, THAT THE LOAN IS NOT USURIOUS OR OTHERWISE ILLEGAL UNDER APPLICABLE
LAW, THAT THE LOAN DOCUMENTS, AS AMENDED, AND THIS AGREEMENT ARE VALID AND
BINDING UPON BUYER, AND ARE ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS, THAT THE
PERSONS EXECUTING THIS AGREEMENT AND ANY OTHER DOCUMENTS, INSTRUMENTS OR
AGREEMENTS RELATED HERETO HAVE THE REQUISITE
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AUTHORITY TO EXECUTE SUCH DOCUMENTS ON BEHALF OF BUYER AND THAT BUYER HAS
AUTHORIZED THE EXECUTION OF THIS AGREEMENT AND THE DOCUMENTS CONTEMPLATED
HEREBY; X) BUYER AND/OR SELLER SHALL PAY ALL COSTS OF BUYER, SELLER AND LENDER
ASSOCIATED WITH CLOSING AND/OR THIS AGREEMENT; Y) ALL MONTHLY DEBT SERVICE
PAYMENTS AND REAL