Pre-Closing Reorganization. As promptly as practicable after the date hereof and prior to Closing, the Company shall convert to a limited liability company organized under the Laws of the State of Florida and cause each of the Company Subsidiaries that are corporations to convert to limited liability companies organized under the Laws of their respective jurisdictions of incorporation, in each case, pursuant to documentation in form and substance reasonably satisfactory to Buyer, and shall, prior to Closing, deliver to Buyer evidence thereof reasonably satisfactory to Buyer.

Pre-Closing Termination. This Agreement may be terminated at any time prior to the Closing by:

Effect of Pre-Closing Termination. In the event of the termination of this Agreement pursuant to [Section 9.1] hereof, # this Agreement (except for this [Section 9.2] and Article 11 hereof (other than [Section 11.12]), and any definitions set forth in this Agreement and used in such sections) shall forthwith become void and have no effect, without any liability on the part of any party hereto or its Affiliates, and # all filings, applications and other submissions made pursuant to this Agreement, to the extent practicable, shall be withdrawn from the agency or other Person to which they were made or appropriately amended to reflect the termination of the transactions contemplated hereby; provided, however, that nothing contained in this [Section 9.2] shall relieve any party from liability for fraud or any intentional or willful breach of this Agreement.

Effect of Pre-Closing Termination. In the event of the termination of this Agreement pursuant to [Section 9.1] hereof, # this Agreement (except for this [Section 9.2] and Article 11 hereof (other than [Section 11.12]), and any definitions set forth in this Agreement and used in such sections) shall forthwith become void and have no effect, without any liability on the part of any party hereto or its Affiliates, and # all filings, applications and other submissions made pursuant to this Agreement, to the extent practicable, shall be withdrawn from the agency or other Person to which they were made or appropriately amended to reflect the termination of the transactions contemplated hereby; provided, however, that nothing contained in this [Section 9.2] shall relieve any party from liability for fraud or any intentional or willful breach of this Agreement.

Pre-Closing Termination. This Agreement may be terminated at any time prior to the Closing by:

Seller, the Company and the Holders shall deliver or cause to be delivered to Buyer the following on or prior to the Closing Date each of the items below, provided that, the items required to be delivered by [Section 2.5(a)(viii)(C)] below shall be delivered by the Company to Buyer at least five Business Days prior to Closing:

Pre-Closing Reorganization. The Company shall have completed each of the actions contemplated by the Pre-Closing Reorganization and delivered to Buyer evidence thereof reasonably satisfactory to Buyer.

Pre-Closing Statement. The Parties shall have agreed on each element of the Pre-Closing Statement;

From and after the Execution Date and until the earlier to occur of the Closing and the termination of this Agreement in accordance with its terms, and subject to the terms of the Contracts and the Leases, Seller shall administer its Assets in a good and workmanlike manner consistent with its past practices (including, for the avoidance of doubt, the granting of leases and lease renewals in the ordinary course of business) and applicable Law, and shall carry on its business with respect to its interest in the Assets in substantially the same manner as before the Execution Date. Notwithstanding the foregoing, from and after the Execution Date and until Closing, no Seller shall, without Buyer’s prior written consent, # transfer, sell, mortgage, pledge, abandon or dispose of any of the Assets other than the granting of leases and lease renewals in the ordinary course of business; # purchase or otherwise acquire any interests that are similar in type to any of the Interests; # amend, modify or terminate any Material Contract or enter into any Contract that would have been a Material Contract if it had been in effect on the Execution Date; or # agree, whether in writing or otherwise, to do any of the foregoing; provided that nothing in this Section 6.1 shall be construed to prevent or limit Seller from complying with applicable Laws or the terms of any existing Material Contract or Lease.

Effect of Pre-Closing Termination. In the event of the termination of this Agreement pursuant to [Section 9.1] hereof, # this Agreement (except for this [Section 9.2] and Article 11 hereof (other than [Section 11.12]), and any definitions set forth in this Agreement and used in such sections) shall forthwith become void and have no effect, without any liability on the part of any party hereto or its Affiliates, and # all filings, applications and other submissions made pursuant to this Agreement, to the extent practicable, shall be withdrawn from the agency or other Person to which they were made or appropriately amended to reflect the termination of the transactions contemplated hereby; provided, however, that nothing contained in this [Section 9.2] shall relieve any party from liability for fraud or any intentional or willful breach of this Agreement.