Extract to table

"Operating Agreement" means the limited liability company operating agreement of the Company, as in effect immediately prior to the Closing Date, which shall be amended and restated in its entirety as of the Closing Date in the form of the Amended and Restated Operating Agreement executed concurrently herewith

All other capitalized terms used but not otherwise defined in this Assignment shall have the meanings ascribed to such terms in the Purchase Agreement, and the rules of interpretation, construction, and usage set forth in the Purchase Agreement shall apply to this Assignment, mutatis mutandis

Eastern Time on the Closing Date and shall be irrevocable upon execution and delivery of this Assignment

5% of the Purchase Price), which, once exceeded, entitles the Assignee to recovery from the first dollar of losses; (d) a de minimis threshold of Two Hundred Seventy-Five Thousand Dollars ($275,000) per individual claim, below which individual claims shall not be aggregated toward the tipping basket; and (e) an indemnity escrow in the amount of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) (1

2 — Operating Agreement The Operating Agreement of the Company shall be amended and restated in its entirety effective as of the Closing Date to reflect Fairwater Real Estate Investment Trust as the sole member of the Company and to set forth such governance and management provisions as the Assignee shall determine

From and after the Closing Date, the Amended and Restated Limited Liability Company Agreement shall supersede and replace the Operating Agreement in its entirety