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• i satisfactory only if it is executed by Docktown Marina, Inc., is dated no earlier than fifteen (15) days prior to the expiration of the Feasibility Period, and, in the reasonable opinion of Buyer, does not list any material events of default, describe any material differences in lease information from what is provided by Seller pursuant to this Agreement, or set forth any material adverse matter. In addition, Seller shall cooperate with Buyer in all reasonable respects to assist Buyer in submitting to the Subtenants and any Third Parties, estoppel certificates, questionnaires, or other documents reasonably requested by Buyer to ascertain the identity of any occupants of the Real Property and the terms under which such persons are or claim to be entitled to possession or occupancy. (h) Legal Parcel. The Land shall consist of one or more legal parcels as of the Closing. Notwithstanding anything in this Agreement to the contrary, the condition precedent set forth in this subparagraph may not be waived. (i) Environmental Condition. Buyer shall, in Buyer's good faith determination, be satisfied that since the end of the Feasibility Period, the environmental conditions relating to the Real Property have not materially changed (except for any change caused by Buyer). (j) Leases; Occupants. Other than the Lease and the Subleases, there shall exist no other leases, tenancies, or occupancy agreements affecting the Real Property or any part of the Real Property, and all tenants, subtenants and other occupants of the Real Property shall be in possession of the Real Property pursuant to binding written agreements. (k) No Material Changes. As of the Closing Date, there shall have been no material adverse changes in the physical or financial condition of the Property. (1) Purchase of Janice's Interest. Each of the following conditions shall have been satisfied: (i) prior to the Effective Date, Rusnak shall have agreed to a stay of the Execution Sale to a date that is not earlier than one hundred (100) days after the Effective Date of this Agreement, pursuant to an agreement acceptable to Buyer; (ii) not later than the Effective Date, Janice, as the seller, and Buyer shall have entered into a purchase and sale agreement acceptable to Buyer (the "Second Purchase Agreement "), in substantially the same form as this Agreement, pursuant to which Buyer shall acquire the exclusive right to purchase Janice's fifty percent (50 %) tenancy -in- common interest in the Property (the "Second Purchase Agreement ") at a price such that the total purchase price paid by Buyer for acquiring a one hundred percent (100 %) fee simple interest in the Property does not exceed, in total, Ten Million Dollars ($10,000,000), (iii) the Closing of Buyer's purchase of the Property under this Agreement shall occur simultaneously with the close of escrow under the Second Purchase Agreement, so that at the Closing Buyer shall acquire an undivided one hundred percent (100 %) fee simple interest in the Property; and (iv) at the Closing, Janice shall execute and deliver to Buyer Closing Documents that are in the same form and substance as Seller is required to deliver to Buyer under this Agreement. (m) Material Conditions. Each of the above conditions is for the sole benefit of Buyer and each of such conditions is deemed to be material to and of the essence of this Agreement. Purchase and Sale Agreement 1548 Maple 03.04. 2011 v.4 12