2005 S Purchasing - R T Holdings LLC Sportsplex Property Sale and Purchase Agreement

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(a) A duly executed special warranty deed conveying good, fee simple and marketable title to the Land, free and clear of all liens and encumbrances except utility easements of record serving the property. the rights of way of public roads, taxes not yet due and payable and the matters and exceptions to which Buyer did not object in writing prior to the end of the Investigation Period and other matters and exceptions to title as may be waived by Buyer. (b) A duly executed lien affidavit and indemnity holding Buyer and the title company harmless against unpaid mechanics' and materialmen's liens. (c) A certificate that Seller is not a foreign person. (d) A termination of the Agreement described in Section 6(i) above and such other documents and instruments which may be necessary to consummate the transaction evidenced by this Agreement or as may be reasonably requested by Buyer's counsel. (e) The Repair Reserve, the Maintenance Savings, and the Post-Closing Prepaids. (f) A Bill of Sale and Assignment transferring personal property to Buyer and assigning contracts, to the extent assignable, which Buyer has indicated it wishes to assume. (g) Such evidence of the due organization and authority of the Seller to enter into and consummate the transactions set forth herein as shall be required by any title company or reasonably required by Buyer. (ii) At Closing Buyer shall pay the Purchase Price (in accordance with the terms of Section 2 above) and shall execute and deliver to Seller: (a) An Assumption Agreement assuming such contracts as Buyer has indicated it wishes to assume by so indicating in writing at least ten (10) business days prior to Closing (it being understood that Buyer shall seek any necessary consent to such assignment and Seller shall cooperate but not be obliged to obtain any such consent), such Assumption Agreement to include a provision indemnifying, to the extent permitted by law, Seller with respect to all matters arising subsequent to the date of Closing; (b) A termination of the Agreement described in Section 6(i) above and such other documents and papers as may be necessary to consummate the transaction evidenced by this Agreement or as may be reasonably requested by Seller's counsel. (c) Such evidence as to the authority of Buyer to enter into and consummate the transactions set forth herein as shall be reasonably required by Seller. d) Closine Costs: Except as otherwise expressly set forth herein: (i) Seller shall pay all costs of Closing except Buyer's recording fees, Buyer's title insurance costs, any costs related to Buyer's fmancing or the Expansion Zoning Approvals, and Buyer's due diligence expenses. Without limiting the foregoing, 2005 property taxes and documentary transfer tax stamps shall be the responsibility of Seller. (ii) Each party shall pay its own legal fees. RALEIGH`454765_6