Extract to table

Circulation of this draft does not constitute an offer, and no binding obligation shall arise unless and until this Agreement is fully executed and delivered by both Seller and Buyer

and Sycamore Life Insurance Company, respectively, as more particularly described herein (the "Assumed Debt"); WHEREAS, Buyer desires to acquire all of the Membership Interests in the Target Entities, and in connection therewith to assume the Assumed Debt and to replace the existing guarantors under the Existing Loan Documents with Buyer's own replacement guaranty; WHEREAS, Seller desires to sell, assign, transfer, and convey all of the Membership Interests in the Target Entities to Buyer upon the terms and conditions set forth herein; and WHEREAS, the Parties desire to set forth the terms and conditions upon which such purchase and sale shall be consummated

1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "ABR" means annual base rent payable under a Lease, calculated on an annualized basis as of the date of determination

and/or Greystone Meridian Capital LLC, and which shall be replaced at Closing by Buyer pursuant to Section 7

The Indemnity Basket shall operate as a tipping basket — once aggregate losses exceed the Indemnity Basket amount, Seller shall be liable for all losses from the first dollar

"Transition Period" means the ninety (90)-day period following the Closing Date during which Argyle Property Services LLC and Fairwater Property Management LLC shall perform their respective obligations under the Transition Services Agreement