Common use of Buyer Deliveries Clause in Contracts

Buyer Deliveries. (a) [Reserved] (b) The Buyer shall deliver the following documents at the Closing: (i) the Cash Consideration Amount in accordance with Section 2.2 and all other amounts due to the Sellers hereunder; (ii) a duly executed and sworn Officer’s Certificate from the Buyer certifying that the Buyer has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (iii) an executed Incumbency Certificate from the Buyer certifying the authority of the officers or authorized signatories of the Buyer (or the general partner of the Buyer, where appropriate) to execute this Agreement and the other documents delivered by the Buyer to the Sellers at the Closing; (iv) with respect to each Property: (A) an assignment and assumption of landlord’s interest in the Leases (an “Assignment of Leases”), duly executed by the Buyer, in substantially the form of Exhibit D attached hereto; (B) an assignment and assumption of the Assumed Contracts (an “Assignment of Contracts”), duly executed by the Buyer, in substantially the form of Exhibit E hereto; (C) a notice letter to each Tenant (the “Tenant Notices”), duly executed by the Buyer, in the form of Exhibit F attached hereto; (D) an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form reasonably acceptable to Sellers and Buyer (“Association Assignment”); (E) a notice letter to each lessor under a Ground Lease, duly executed by the Buyer, in the form of Exhibit G attached hereto (“Ground Lessor Notices”); and (F) for each Ground Leased Property, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly executed by the Buyer, in substantially the form of Exhibit H hereto; (v) a closing statement in respect of the Transferred Assets to be purchased and sold at the Closing, prepared and approved by the Sellers and the Buyer, consistent with the terms of this Agreement and duly executed by the Buyer (the “Closing Statement”); (vi) such other customary assignments, instruments of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunder; (vii) a closing certificate in the form of Exhibit I attached hereto; (viii) all transfer Tax returns, to the extent required by law and the regulations issued pursuant thereto, in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by the relevant Sellers and duly executed by the Buyer; and (ix) such other documents as reasonably requested by the Seller or the Escrow Agent to consummate the Closing; (x) [Reserved]; (xi) [Reserved]; and (xii) [Reserved].

Buyer Deliveries. (a) [Reserved] (b) The Buyer shall deliver the following documents at the each Closing: (i) an assignment and assumption of landlord's interest in the Cash Consideration Amount Leases (an “Assignment of Leases”) for each Property being transferred duly executed in accordance with Section 2.2 and all other amounts due to counterpart by the Sellers hereunderBuyer in substantially the form of Exhibit A hereto; (ii) an assignment and assumption of the Assumed Contracts (an “Assignment of Contracts”) for each Property being transferred duly executed in counterpart by the Buyer in substantially the form of Exhibit B hereto; (iii) an assignment and assumption of permits and warranties agreement with respect to each Property being transferred (an “Assignment of Permits and Warranties”) duly executed in counterpart by Buyer in substantially the form of Exhibit C attached hereto; (iv) a closing statement, prepared and approved by the Seller and the Buyer consistent with the terms of this Agreement (the “Closing Statement”), and duly executed in counterpart by the Buyer; and (v) a closing certificate in the form of Exhibit D; (vi) a duly executed and sworn Officer’s Secretary's Certificate from the Buyer certifying that the Buyer has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (iiivii) an executed and acknowledged Incumbency Certificate from the Buyer certifying the authority of the officers or authorized signatories of the Buyer (or the general partner of the Buyer, where appropriate) to execute this Agreement and the other documents delivered by the Buyer to the Sellers Seller at the Closing; (iv) with respect to each Property: (A) an assignment and assumption of landlord’s interest in the Leases (an “Assignment of Leases”), duly executed by the Buyer, in substantially the form of Exhibit D attached hereto; (B) an assignment and assumption of the Assumed Contracts (an “Assignment of Contracts”), duly executed by the Buyer, in substantially the form of Exhibit E hereto; (C) a notice letter to each Tenant (the “Tenant Notices”), duly executed by the Buyer, in the form of Exhibit F attached hereto; (D) an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form reasonably acceptable to Sellers and Buyer (“Association Assignment”); (E) a notice letter to each lessor under a Ground Lease, duly executed by the Buyer, in the form of Exhibit G attached hereto (“Ground Lessor Notices”); and (F) for each Ground Leased Property, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly executed by the Buyer, in substantially the form of Exhibit H hereto; (v) a closing statement in respect of the Transferred Assets to be purchased and sold at the Closing, prepared and approved by the Sellers and the Buyer, consistent with the terms of this Agreement and duly executed by the Buyer (the “Closing Statement”); (vi) such other customary assignments, instruments of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunder; (vii) a closing certificate in the form of Exhibit I attached hereto; (viii) all transfer Tax tax returns, to the extent required by law and the regulations issued pursuant thereto, in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by the relevant Sellers Seller and duly executed by the Buyer; and; (ix) such other assignments, instruments of transfer, and other documents as reasonably requested by the Seller or may reasonably require in order to complete the Escrow Agent to consummate the Closingtransactions contemplated hereunder; (x) [Reserved];for the Closing of the sale of the Xxxxxxxx Property only, an assignment and assumption of the Xxxxxxxx Loan Documents in the form required by the Xxxxxxxx Loan Documents (or otherwise required by the applicable lender of the Xxxxxxxx Loan); and (xi) [Reserved]; and (xii) [Reserved]for the Closing of each Construction Project, a Punchlist Holdback Agreement in substantially the form of Exhibit N, to the extent applicable.

Buyer Deliveries. (a) [Reserved] (b) The At the Initial Closing only, the Buyer shall deliver the following documents at the Closingdocuments: (i) the Cash Consideration Amount in accordance with Section 2.2 and all other amounts due to the Sellers hereunder; (ii) a duly executed and sworn Officer’s Certificate from the Buyer certifying that the Buyer has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (iiiii) an executed Incumbency Certificate from the Buyer certifying the authority of the officers or authorized signatories of the Buyer (or the general partner of the Buyer, where appropriate) to execute this Agreement and the other documents delivered by the Buyer to the Sellers at the Initial Closing; (iii) an assignment or sublease, in the Sellers’ sole discretion, of the Platform Lease, duly executed by the Buyer; (iv) a xxxx of sale, assignment and assumption agreement (the “Platform Xxxx of Sale”), duly executed by the Buyer, in substantially the form of Exhibit J attached hereto, in respect of the Platform-Related Assets; and (v) a transition services agreement (the “Transition Services Agreement”), duly executed by the Buyer, in form and substance reasonably acceptable to the Buyer and the Sellers, pursuant to which the Transferred Employees shall, at no cost, continue to provide services and other support as provided in the period preceding the Initial Closing to the Properties that constitute Deferred Assets until the earlier to occur of (A) the purchase and sale of all such Properties by the Buyer and (B) the Serial Closing Outside Date (provided that such services and other support shall continue in respect of the Baylor College Station MOB for the period provided in Section 14.33). (b) The Buyer shall deliver the following documents at each Closing (solely in respect of the Transferred Assets to be purchased and sold at such Closing): (i) the applicable Cash Consideration Amount in accordance with Section 2.2 and all other amounts due to the Sellers hereunder; (ii) with respect to each Property: (A) an assignment and assumption of landlord’s interest in the Leases (an “Assignment of Leases”), duly executed by the Buyer, in substantially the form of Exhibit D attached hereto; (B) an assignment and assumption of the Assumed Contracts (an “Assignment of Contracts”), duly executed by the Buyer, in substantially the form of Exhibit E hereto; (C) a notice letter to each Tenant (the “Tenant Notices”), duly executed by the Buyer, in the form of Exhibit F attached hereto; (D) an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form reasonably acceptable to Sellers and Buyer (“Association Assignment”); (E) a notice letter to each lessor under a Ground Lease, duly executed by the Buyer, in the form of Exhibit G attached hereto (“Ground Lessor Notices”); and (F) for each Ground Leased Property, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly executed by the Buyer, in substantially the form of Exhibit H hereto; (viii) a closing statement in respect of the Transferred Assets to be purchased and sold at the applicable Closing, prepared and approved by the Sellers and the Buyer, consistent with the terms of this Agreement and duly executed by the Buyer (the “Closing Statement”); (viiv) such other customary assignments, instruments of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunder; (viiv) a closing certificate in the form of Exhibit I attached hereto; (viiivi) all transfer Tax returns, to the extent required by law and the regulations issued pursuant thereto, in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by the relevant Sellers and duly executed by the Buyer; and (ixvii) such other documents as reasonably requested by the Seller or the Escrow Agent to consummate the applicable Closing; (viii) [Reserved] (ix) an assignment and assumption agreement, in form and substance reasonably acceptable to the Buyer and the Sellers, duly executed by the Buyer, in respect of the LLC Interests; and (x) [Reserved]; (xi) [Reserved]; and (xii) [Reserved].

Buyer Deliveries. (a) [Reserved] (b) The Buyer shall deliver the following documents at the Closing: (i) the Cash Consideration Amount in accordance with Section 2.2 and all other amounts due to the Sellers hereunder; (ii) a duly executed and sworn Officer’s Certificate from the Buyer certifying that the Buyer has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (iii) an executed Incumbency Certificate from the Buyer certifying the authority of the officers or authorized signatories of the Buyer (or the general partner of the Buyer, where appropriate) to execute this Agreement and the other documents delivered by the Buyer to the Sellers at the Closing; (iv) with respect to each Property: (A) an assignment and assumption of landlord’s interest in the Leases (an “Assignment of Leases”), duly executed by the Buyer, in substantially the form of Exhibit D attached hereto; (B) an assignment and assumption of the Assumed Contracts (an “Assignment of Contracts”), duly executed by the Buyer, in substantially the form of Exhibit E hereto; (C) a notice letter to each Tenant (the “Tenant Notices”), duly executed by the Buyer, in the form of Exhibit F attached hereto; (D) an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form reasonably acceptable to Sellers and Buyer (“Association Assignment”); (E) a notice letter to each lessor under a Ground Lease, duly executed by the Buyer, in the form of Exhibit G attached hereto (“Ground Lessor Notices”); and (F) for each Ground Leased Property, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly executed by the Buyer, in substantially the form of Exhibit H hereto; (v) a closing statement in respect of the Transferred Assets to be purchased and sold at the Closing, prepared and approved by the Sellers and the Buyer, consistent with the terms of this Agreement and duly executed by the Buyer (the “Closing Statement”); (vi) such other customary assignments, instruments of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunder; (vii) a closing certificate in the form of Exhibit I attached hereto; (viii) all transfer Tax returns, to the extent required by law and the regulations issued pursuant thereto, in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by the relevant Sellers and duly executed by the Buyer; and (ix) such other documents as reasonably requested by the Seller or the Escrow Agent to consummate the Closing; (x) [Reserved]with respect to the Seller Loan, the Seller Loan Documents, duly executed by the Buyer; (xi) [Reserved]; and (xii) [Reserved].

Buyer Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Buyer shall have delivered, or caused to be delivered to the Selling Parties (or, if applicable, such specified Selling Party): (a) [Reserved]payment to CECG of the Cash Consideration by wire transfer(s) of immediately available funds to an account designated in writing (including via email) by CECG; (b) The Buyer shall deliver delivery to CECG of the following documents at Stock Consideration pursuant to Section 2.01; (c) payment to CECG of the Closing:Warrant Consideration, evidenced by the executed Warrants; (d) a certificate duly executed by the Secretary or an Assistant Secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to the Selling Parties, attesting to (i) the Cash Consideration Amount in accordance with Section 2.2 and all other amounts due to the Sellers hereunder; Organizational Documents of Buyer, (ii) a duly executed and sworn Officer’s Certificate from the resolutions of the Board of Directors of Buyer certifying that the Buyer has taken all necessary action to authorize authorizing the execution and delivery of all documents being delivered hereunder the Basic Documents to which Buyer is a party and the consummation of all of the transactions contemplated hereby and authorizing the issuance of the Buyer Common Stock and the Warrants to be issued at the Closing, and certifying that such authorization has resolutions were duly adopted and have not been revokedrescinded or amended as of the Closing Date, modified and (iii) the incumbency and signature of each officer of Buyer who has executed any of the Basic Documents or amendedany other document or instrument delivered in connection herewith; (iiie) an executed Incumbency Certificate from the Buyer certifying the authority a certificate dated as of a recent date of the officers or authorized signatories Secretary of State of the Buyer (or the general partner State of the Buyer, where appropriate) to execute this Agreement and the other documents delivered by the Buyer Delaware with respect to the Sellers at valid existence and good standing in the ClosingState of Delaware of Buyer; (ivf) with respect to each Property: (A) an assignment and assumption of landlord’s interest in the Leases (an “Assignment of Leases”)a counterpart, duly executed by the Buyer, in substantially the form of Exhibit D attached hereto; (B) an assignment White Deer Energy L.P., White Deer Energy TE L.P. and assumption White Deer Energy FI L.P. of the Assumed Contracts (an “Assignment of Contracts”), duly executed by the Buyer, in substantially the form of Exhibit E hereto; (C) a notice letter to each Tenant (the “Tenant Notices”), duly executed by the Buyer, in the form of Exhibit F attached hereto; (D) an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form reasonably acceptable to Sellers and Buyer (“Association Assignment”); (E) a notice letter to each lessor under a Ground Lease, duly executed by the Buyer, in the form of Exhibit G attached hereto (“Ground Lessor Notices”)Registration Rights Agreement; and (F) for each Ground Leased Property, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly executed by the Buyer, in substantially the form of Exhibit H hereto; (vg) a closing statement in respect receipt, dated as of the Transferred Assets to be purchased and sold at the ClosingClosing Date, prepared and approved by the Sellers and the Buyer, consistent with the terms of this Agreement and duly executed by the Buyer (the “Closing Statement”); (vi) such other customary assignments, instruments of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunder; (vii) a closing certificate in the form of Exhibit I attached hereto; (viii) all transfer Tax returns, delivered to the extent required by law and Selling Parties certifying that Buyer has received the regulations issued pursuant thereto, in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by the relevant Sellers and duly executed by the Subject Interests sold to Buyer; and (ix) such other documents as reasonably requested by the Seller or the Escrow Agent to consummate the Closing; (x) [Reserved]; (xi) [Reserved]; and (xii) [Reserved].

Buyer Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Buyer shall have delivered, or caused to be delivered to the Selling Parties (or, if applicable, such specified Selling Party): (a) [Reserved]payment to CECG of the Cash Consideration by wire transfer(s) of immediately available funds to an account designated in writing (including via email) by CECG; (b) The Buyer shall deliver delivery to CECG of the following documents at Stock Consideration pursuant to Section 2.01; (c) payment to CECG of the Closing:Warrant Consideration, evidenced by the executed Warrants; (d) a certificate duly executed by the Secretary or an Assistant Secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to the Selling Parties, attesting to (i) the Cash Consideration Amount in accordance with Section 2.2 and all other amounts due to the Sellers hereunder; Organizational Documents of Buyer, (ii) a duly executed and sworn Officer’s Certificate from the resolutions of the Board of Directors of Buyer certifying that the Buyer has taken all necessary action to authorize authorizing the execution and delivery of all documents being delivered hereunder the Basic Documents to which Buyer is a party and the consummation of all of the transactions contemplated hereby and authorizing the issuance of the Buyer Common Stock and the Warrants to be issued at the Closing, and certifying that such authorization has resolutions were duly adopted and have not been revokedrescinded or amended as of the Closing Date, modified (iii) the results of the Buyer Stockholders’ Meeting and (iv) the incumbency and signature of each officer of Buyer who has executed any of the Basic Documents or amendedany other document or instrument delivered in connection herewith; (iiie) a certificate duly executed by an executed Incumbency Certificate from executive officer of Buyer, dated the Buyer certifying Closing Date, in form and substance reasonably satisfactory to the authority Selling Parties, to the effect that each of the officers or authorized signatories of the Buyer (or the general partner of the Buyer, where appropriateconditions specified in Sections 7.02(a) to execute this Agreement and the other documents delivered by the Buyer to the Sellers at the Closingthrough 7.02(d) have been satisfied in all respects; (ivf) a certificate dated as of a recent date of the Secretary of State of the State of Delaware with respect to each Property:the valid existence and good standing in the State of Delaware of Buyer; (Ag) an assignment and assumption of landlord’s interest in the Leases (an “Assignment of Leases”)a counterpart, duly executed by the Buyer, in substantially the form of Exhibit D attached hereto; (B) an assignment White Deer Energy L.P., White Deer Energy TE L.P. and assumption White Deer Energy FI L.P. of the Assumed Contracts (an “Assignment of Contracts”), duly executed by the Buyer, in substantially the form of Exhibit E hereto; (C) a notice letter to each Tenant (the “Tenant Notices”), duly executed by the Buyer, in the form of Exhibit F attached hereto; (D) an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form reasonably acceptable to Sellers and Buyer (“Association Assignment”); (E) a notice letter to each lessor under a Ground Lease, duly executed by the Buyer, in the form of Exhibit G attached hereto (“Ground Lessor Notices”)Registration Rights Agreement; and (F) for each Ground Leased Property, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly executed by the Buyer, in substantially the form of Exhibit H hereto; (vh) a closing statement in respect receipt, dated as of the Transferred Assets to be purchased and sold at the ClosingClosing Date, prepared and approved by the Sellers and the Buyer, consistent with the terms of this Agreement and duly executed by the Buyer (the “Closing Statement”); (vi) such other customary assignments, instruments of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunder; (vii) a closing certificate in the form of Exhibit I attached hereto; (viii) all transfer Tax returns, delivered to the extent required by law and Selling Parties certifying that Buyer has received the regulations issued pursuant thereto, in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by the relevant Sellers and duly executed by the Subject Interests sold to Buyer; and (ix) such other documents as reasonably requested by the Seller or the Escrow Agent to consummate the Closing; (x) [Reserved]; (xi) [Reserved]; and (xii) [Reserved].

Buyer Deliveries. Buyer shall deliver to Seller the following: (a) [Reserved]The Closing Payment; (b) The Buyer shall deliver the following documents at the Closing: (i) the Cash Consideration Amount in accordance with Section 2.2 and all other amounts due to the Sellers hereunderXxxx of Sale, duly executed by Buyer; (iic) a The Management Agreement Assignment, duly executed by Buyer or Buyer’s designee that is an approved assignee under the terms of the Management Agreement; (d) A duly executed certificate of Buyer (the “Buyer Closing Certificate”) in the form of Exhibit “Q” attached hereto, updating the representations and warranties contained in Section 8.1 hereof to the Closing Date and noting any changes thereto; (e) An original Perry Lease Acknowledgement, duly executed and sworn Officer’s Certificate from the Buyer certifying that the Buyer has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amendedacknowledged by Buyer; (iiif) an An original Xxxxxxxx Lease Acknowledgement, duly executed Incumbency Certificate from the Buyer certifying the authority of the officers or authorized signatories of the Buyer (or the general partner of the and acknowledged by Buyer, where appropriate) to execute this Agreement and the other documents delivered by the Buyer to the Sellers at the Closing; (ivg) with respect to each Property:An original Subterranean Lease Acknowledgement, duly executed and acknowledged by Buyer; (Ah) an assignment and assumption of landlord’s interest in the Leases An original Real Property Transfer Declaration (an “Assignment of Leases”TD-1000), duly executed by the Buyer, in substantially or Title Company on behalf of Buyer. (i) An original Parking Easement Assignment, duly executed and acknowledged by Buyer. (j) A duly executed copy of the form of Exhibit D attached heretoClosing Statement; (Bk) an assignment Evidence reasonably satisfactory to Seller and assumption Title Company respecting the due organization of Buyer and the Assumed Contracts (an “Assignment due authorization and execution of Contracts”), duly executed by this Agreement and the Buyer, in substantially the form of Exhibit E hereto; (C) a notice letter documents required to each Tenant (the “Tenant Notices”), duly executed by the Buyer, in the form of Exhibit F attached hereto; (D) an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form reasonably acceptable to Sellers and Buyer (“Association Assignment”); (E) a notice letter to each lessor under a Ground Lease, duly executed by the Buyer, in the form of Exhibit G attached hereto (“Ground Lessor Notices”)be delivered hereunder; and (Fl) for each Ground Leased Property, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly executed by the Buyer, in substantially the form of Exhibit H hereto; (v) a closing statement in respect of the Transferred Assets to be purchased and sold at the Closing, prepared and approved by the Sellers and the Buyer, consistent with the terms of this Agreement and duly executed by the Buyer (the “Closing Statement”); (vi) such other customary assignments, instruments of transfer, and other Such additional documents as the Sellers may be reasonably require required by Seller and Title Company in order to complete consummate the transactions contemplated hereunder; hereunder (vii) provided the same do not increase in any material respect the costs to, or liability or obligations of, Buyer in a closing certificate in the form of Exhibit I attached hereto; (viii) all transfer Tax returns, to the extent required by law and the regulations issued pursuant thereto, in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by the relevant Sellers and duly executed by the Buyer; and (ix) such other documents as reasonably requested by the Seller or the Escrow Agent to consummate the Closing; (x) [Reserved]; (xi) [Reserved]; and (xii) [Reserved]manner not otherwise provided for herein).

Buyer Deliveries. (a) [Reserved] (b) The At the Closing, the Buyer shall deliver the following documents at the Closingdocuments: (i) the Cash Consideration Amount in accordance with Section 2.2 and all other amounts due to the Sellers hereunder; (ii) a duly executed and sworn Officer’s Certificate from the Buyer certifying that the Buyer has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (iiiii) an executed Incumbency Certificate from the Buyer certifying the authority of the officers or authorized signatories of the Buyer (or the general partner of the Buyer, where appropriate) to execute this Agreement and the other documents delivered by the Buyer to the Sellers at the Closing; (ivb) The Buyer shall deliver the following documents at the Closing: (i) the Cash Consideration Amount in respect of the Transferred Assets to be purchased and sold at the Closing, less the Xxxxxxx Money, Good Faith Deposit, and any interest earned thereon, and all other amounts due to the Sellers hereunder; (ii) with respect to each Property: (A) an assignment and assumption of landlord’s interest in the Leases (an “Assignment of Leases”), duly executed by the Buyer, in substantially the form of Exhibit D B attached hereto; (B) an assignment and assumption of the Assumed Contracts (an “Assignment of Contracts”), duly executed by the Buyer, in substantially the form of Exhibit E C hereto; (C) a notice letter to each Tenant (the “Tenant Notices”), duly executed by the Buyer, in the form of Exhibit F D attached heretohereto notifying such Tenant of the assignment and assumption of the applicable Lease(s); (D) an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form reasonably acceptable to Sellers and Buyer (“Association Assignment”); (E) a notice letter to each lessor Ground Lessor under a Ground LeaseLease (the “Ground Lease Notices”), duly executed by the Buyer, in the form of Exhibit G E attached hereto (“hereto, notifying such Ground Lessor Notices”of the assignment and assumption of the applicable Ground Lease(s); and; (F) for each Ground Leased Property, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly executed by the Buyer, in substantially the form same format as provided to Seller upon its acquisition of Exhibit H heretosuch Ground Lease; (viii) a closing statement in respect of the Transferred Assets to be purchased and sold at the Closing, prepared and approved by the Sellers and the Buyer, consistent with the terms of this Agreement and duly executed by the Buyer (the “Closing Statement”); (viiv) such other customary assignments, instruments of transfer, and other documents as the Sellers may Buyer, Seller and/or Escrow Agent reasonably require agree are required in order to complete the transactions contemplated hereunder; (vii) a closing certificate in the form of Exhibit I attached hereto; (viiiv) all transfer Tax returns, to the extent required by law and the regulations issued pursuant thereto, in connection with the payment of all state or local real property transfer or similar taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by the relevant Sellers and duly executed by the Buyer; and (ixvi) such other documents as if applicable, (A) an assignment and assumption agreement, in form and substance reasonably requested acceptable to the Buyer and the Sellers, duly executed by the Seller or Buyer, in respect of the Escrow Agent to consummate LLC Interests, (B) any and all Yuma Loan Assumption Documents required in connection with the Closing; assumption by Buyer of the applicable Seller’s obligations under the Yuma MOB Loan (xif applicable), and (C) [Reserved]; executed copies of the Yuma Corporate Document Amendments (xi) [Reserved]; and (xii) [Reserved]if applicable).

Buyer Deliveries. (a) [Reserved] (b) The Buyer shall deliver (and, as applicable, cause the relevant Buyer Affiliate Designees to deliver) the following documents at the Closing: (ia) the Cash Consideration Amount Balance of the Purchase Price to be paid at the Closing in accordance with Section 2.2 2.2(c) and all other amounts due to the Sellers hereunder; (ii) a duly executed and sworn Officer’s Certificate from the Buyer certifying that the Buyer has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified at or amended; (iii) an executed Incumbency Certificate from the Buyer certifying the authority of the officers or authorized signatories of the Buyer (or the general partner of the Buyer, where appropriate) to execute this Agreement and the other documents delivered by the Buyer to the Sellers at before the Closing; (ivb) with respect to each Property: (Ai) an assignment and assumption of landlord’s interest in the Space Leases (an “Assignment of Leases”), ) duly executed by the Buyer, Buyer (or relevant Buyer Affiliate Designee) in substantially the form of Exhibit D attached C hereto; (Bii) an assignment and assumption of the Assumed Contracts (an “Assignment of Contracts”), ) duly executed by the Buyer, Buyer (or relevant Buyer Affiliate Designee) in substantially the form of Exhibit E D hereto; (Ciii) an assignment and assumption of the Deferred Purchase Price Obligations (an “Assignment of Deferred Purchase Price Obligations”) duly executed by the Buyer (or relevant Buyer Affiliate Designee) in substantially the form of Exhibit D hereto which respect to each Deferred Purchase Price Obligation; (iv) a notice letter to each Tenant (the “Tenant Notices”), ) duly executed by the BuyerBuyer (or relevant Buyer Affiliate Designee), in the form of Exhibit F attached hereto; (D) an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form reasonably acceptable to Sellers and Buyer (“Association Assignment”); (E) a notice letter to each lessor under a Ground Lease, duly executed by the Buyer, in the form of Exhibit G attached hereto (“Ground Lessor Notices”); and (F) for each Ground Leased Property, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly executed by the Buyer, in substantially the form of Exhibit H hereto; (v) a closing statement in respect recordable assumption of the Transferred Assets to be purchased applicable Seller’s obligations from and sold at after the Closing, prepared and approved by the Sellers and the Buyer, consistent with the terms of this Agreement and duly executed by the Buyer (the “Closing Statement”); (vi) such other customary assignments, instruments of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunder; (vii) a closing certificate in the form of Exhibit I attached hereto; (viii) all transfer Tax returns, to the extent required by law and the regulations issued pursuant thereto, in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by the relevant Sellers and duly executed by the BuyerAssigned Material Property Agreement; and (ix) such other documents as reasonably requested by the Seller or the Escrow Agent to consummate the Closing; (x) [Reserved]; (xi) [Reserved]; and (xii) [Reserved].

Buyer Deliveries. (a) [Reserved] (b) The At the Closing, Buyer shall deliver the following documents at the Closing: to Seller: (i) the Cash Consideration Amount in accordance with Section 2.2 and all other amounts due to the Sellers hereunder; (ii) a duly executed and sworn Officer’s Certificate from the Buyer certifying that the Buyer has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (iii) an executed Incumbency Certificate from the Buyer certifying the authority of the officers or authorized signatories of the Buyer (or the general partner of the Buyer, where appropriate) to execute this Agreement and the other documents delivered by the Buyer to the Sellers at the Closing; (iv) with respect to each Property: (A) an assignment and assumption of landlord’s interest in the Leases (an “Assignment of Leases”)A closing certificate, duly executed by Buyer, dated the Closing Date, in form and substance satisfactory to Seller, certifying as to the fulfillment of the closing conditions set forth in Section 3.01(a) and (b) hereof; (ii) A certificate of good standing from the Florida Secretary of State (long form), a certificate of authorization to conduct business in the State of New York and Secretary's certificate for the Buyer, in substantially certifying, inter alia , to the form of Exhibit D attached hereto; (B) an assignment capacity and assumption authority of the Assumed Contracts party executing this Agreement, as well as the documents enumerated above, on behalf of the Seller, together with a copy of the authorizing resolutions for this Agreement; (iii) Evidence, reasonably acceptable to the Seller, that as of the Closing Date the Acquired Company will have obtained appropriate insurance coverage and each such policy shall have named Seller and its Affiliates as an “Assignment additional insured; (iv) A release, in form and substance reasonably acceptable to Seller, pursuant to which Roman shall have released Seller and its Affiliates from any and all obligations of Contracts”Seller and its Affiliates under and pursuant to that certain Amended and Restated Employment Agreement, dated on or about January, 2000, by and between the Acquired Company and Roman, as the same may have been amended or modified from time to time; (v) The Bond provided by Chubb Group of Companies for the Jamaica 2G job (as further described on Schedule 1.01, the "Jamaica 2G Bond") which is supported by the indemnity of KeySpan Corporation will be replaced by a bond issued by Zurich, in the same form as the Jamaica 2G Bond, and in a form and substance acceptable to Seller and the New York City Department of Environmental Protection ("DEP"), duly executed by and, to the Buyerextent applicable, in substantially any other Governmental Authority, and such replacement bond shall be without recourse to KeySpan (as defined below). In addition, DEP shall have surrendered the form of Exhibit E hereto; Jamaica 2G Bond and returned same to Allied. 7 <PAGE> (Cvi) a notice letter to each Tenant (On or before the “Tenant Notices”)Closing Date, duly executed by the BuyerZurich shall issue its unconditional bond, in the form attached as Schedule 2.06 (b)(vi), for an amount at least equal to $80,000,000 (the "Bond Sum"). Such bond will be issued for the benefit of Exhibit F attached hereto; KeySpan Corporation, its subsidiaries and their Affiliates (D"KeySpan"), and shall provide that Zurich shall, upon written notice from KeySpan of any demand made by the Chubb Group of Companies for performance or payment under the KeySpan General Agreement of Indemnity for obligations relating to the Bonds set forth on Schedule 1.01 hereof, promptly satisfy such payment and performance obligations of KeySpan (without recourse to KeySpan) up to an association assignment amount equal to the Bond Sum. Any premium payable for such bond shall be paid by Buyer on or before Closing; (vii) A spreadsheet (Excel based), certified by the chief financial office of the Acquired Company, listing the name, social security number and assumption agreement with respect to any Owners’ Association, date of hire of all 401(K) eligible active employees of the Acquired Company as applicableof the date of Closing; (viii) Executed counterpart signature pages of the Transitional Services Agreement; (ix) Executed Limited Personal Guarantees; (x) A release, in a form and substance reasonably acceptable to Sellers Seller, pursuant to which Roman shall have released KSI from any and Buyer (“Association Assignment”); (E) a notice letter all obligations of KSI under and pursuant to each lessor under a Ground Leasethat certain Stock Purchase Agreement, duly executed dated as of January 1, 2000, by the Buyerand between KSI, in the form of Exhibit G attached hereto (“Ground Lessor Notices”); and (F) for each Ground Leased Property, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly executed by the Buyer, in substantially the form of Exhibit H hereto; (v) a closing statement in respect of the Transferred Assets to be purchased and sold at the Closing, prepared and approved by the Sellers Roman and the Buyer, consistent with the terms of this Agreement other parties named therein; and duly executed by the Buyer (the “Closing Statement”); (vi) such other customary assignments, instruments of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunder; (vii) a closing certificate in the form of Exhibit I attached hereto; (viii) all transfer Tax returns, to the extent required by law and the regulations issued pursuant thereto, in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by the relevant Sellers and duly executed by the Buyer; and (ix) such other documents as reasonably requested by the Seller or the Escrow Agent to consummate the Closing; (x) [Reserved]; (xi) [Reserved]; and (xii) [Reserved]A release, in form and substance reasonably acceptable to Seller, pursuant to which English shall have released KSI from any and all obligations of KSI under and pursuant to that certain Stock Purchase Agreement, dated as of January 1, 2000, by and between KSI, English and the other parties named therein.

Buyer Deliveries. (a) [Reserved] (b) The Buyer shall deliver the following documents at the At Closing: (i) the Cash Consideration Amount in accordance with Section 2.2 and all other amounts due Buyer shall deliver to Sellers by wire transfer of immediately available funds an amount equal to the Sellers hereunderPurchase Price (less any amounts paid to Lien holders pursuant to payoff letters provided to Buyer pursuant to Section 2.2(b)(i)); (ii) a Buyer shall deliver to Sellers the Seller Leases, 521 Lease and 1031 Leases and if applicable the 424 Lease duly executed by Buyer and, with respect to the guaranty thereof, Buyer Parent; DB03/0502991.0020/10136186.1 WP01 (iii) Buyer shall deliver the Assignment and sworn Officer’s Certificate from Assumption of Lease Agreements duly executed by Buyer; (iv) Buyer shall deliver to Sellers the Assignment and Assumption of Contracts in the form attached hereto as Exhibit E ("Assignment and Assumption of Contracts") duly executed by Buyer; (v) Buyer certifying that shall deliver to Sellers the Xxxx of Sale and Assignment in the form attached hereto as Exhibit F duly executed by Buyer; (vi) Buyer has taken all necessary action shall deliver to authorize Sellers the execution certificate specified in Section 7.2(a); (vii) Buyer shall deliver to Sellers a certificate of all documents being delivered hereunder the secretary or assistant secretary of Buyer and Buyer Parent in form and substance reasonably satisfactory to Sellers, as to (A) the resolutions of the board of directors of Buyer and Buyer Parent authorizing the execution, delivery and performance of this Agreement and the consummation of all of Ancillary Agreements and the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (iii) an executed Incumbency Certificate from the Buyer certifying the authority of the officers or authorized signatories of the Buyer (or the general partner of the Buyer, where appropriate) to execute this Agreement thereby; and the other documents delivered by the Buyer to the Sellers at the Closing; (iv) with respect to each Property: (A) an assignment and assumption of landlord’s interest in the Leases (an “Assignment of Leases”), duly executed by the Buyer, in substantially the form of Exhibit D attached hereto; (B) an assignment incumbency and assumption signatures of the Assumed Contracts (an “Assignment directors and officers of Contracts”), duly executed by the Buyer, in substantially the form of Exhibit E hereto; (C) a notice letter to each Tenant (the “Tenant Notices”), duly executed by the Buyer, in the form of Exhibit F attached hereto; (D) an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form reasonably acceptable to Sellers Buyer and Buyer (“Association Assignment”); (E) a notice letter to each lessor under a Ground LeaseParent executing this Agreement or other agreements, duly executed documents and certificates contemplated by the Buyer, in the form of Exhibit G attached hereto (“Ground Lessor Notices”)this Agreement; and (Fviii) for each Ground Leased PropertyBuyer shall deliver to Sellers such other certificates, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly instruments or other documents executed by the Buyer, in substantially the form of Exhibit H hereto; (v) a closing statement in respect of the Transferred Assets Buyer as shall be required by this Agreement to be purchased and sold delivered at the Closing, prepared and approved by the Sellers and the Buyer, consistent with the terms of this Agreement and duly executed by the Buyer (the “Closing Statement”); (vi) such other customary assignments, instruments of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunder; (vii) a closing certificate in the form of Exhibit I attached hereto; (viii) all transfer Tax returns, to the extent required by law and the regulations issued pursuant thereto, in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by the relevant Sellers and duly executed by the Buyer; and (ix) such other documents as reasonably requested by the Seller or the Escrow Agent to consummate the Closing; (x) [Reserved]; (xi) [Reserved]; and (xii) [Reserved].

Buyer Deliveries. (a) [Reserved] (b) The At Closing, Buyer shall deliver to the following Title Company or Seller, as appropriate, the documents at the Closingand items indicated below: (i1) The Purchase Price, less all the Cash Consideration Amount in accordance with Section 2.2 deductions, prorations, and all other amounts due to the Sellers hereundercredits provided for herein; (ii2) a The Additional Collateral Amendments and Pledge Agreement, each duly executed by Buyer and sworn Officer’s Certificate from the Buyer certifying that the Buyer has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amendedCare; (iii3) an An Assignment of Intangible Property with respect to each Property, duly executed Incumbency Certificate from the Buyer certifying the authority by Buyer, as assignee; (4) An Assignment of Contracts with respect to each Property, duly executed by Buyer; (5) Four (4) counterparts of the officers or authorized signatories Closing Statement, duly executed by Buyer; (6) The Lease for the Properties, duly executed by Buyer, as Landlord; (7) The Memoranda of Lease, duly executed by Buyer, as Landlord; (8) An Assignment and Subordination of Management Agreement, with respect to each of the Buyer Facilities, duly executed by Buyer, (or the general partner 9) Releases of the Guaranties delivered by Xxxx Xxx, Xxx Xxx and Xxxx Xxx in connection with the Sioux City II Purchase Agreement, duly executed by Care; (10) Consent by Buyer, where appropriateas Landlord, to the Subleases; (11) Security Agreements, duly executed by Buyer; (12) The Earn Out Agreement, duly executed by Buyer; (13) Termination of the dividend cash distribution agreement previously delivered to execute this Care by Xxx with respect to the Muscatine and Lincoln Facility Seller entities, duly executed by Care, and termination or modification of any other additional collateral delivered in connection with the Sioux City II Purchase Agreement and the other documents delivered not intended by the Buyer parties to continue as Additional Collateral (as defined under the Sellers at Lease) after the Closing; (iv14) with respect to each Property: (A) an assignment and assumption of landlord’s interest in the Leases (an “Assignment of Leases”), duly executed by the Buyer, in substantially the form of Exhibit D attached hereto; (B) an assignment and assumption Return of the Assumed Contracts (an “Assignment letter of Contracts”), duly executed by the Buyer, in substantially the form of Exhibit E hereto; (C) credit delivered as a notice letter to each Tenant (the “Tenant Notices”), duly executed by the Buyer, in the form of Exhibit F attached hereto; (D) an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form reasonably acceptable to Sellers and Buyer (“Association Assignment”); (E) a notice letter to each lessor under a Ground Lease, duly executed by the Buyer, in the form of Exhibit G attached hereto (“Ground Lessor Notices”); and (F) for each Ground Leased Property, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly executed by the Buyer, in substantially the form of Exhibit H hereto; (v) a closing statement in respect of the Transferred Assets to be purchased and sold at the Closing, prepared and approved by the Sellers and the Buyer, consistent with the terms of this Agreement and duly executed by the Buyer (the “Closing Statement”); (vi) such other customary assignments, instruments of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunder; (vii) a closing certificate in the form of Exhibit I attached hereto; (viii) all transfer Tax returns, to the extent required by law and the regulations issued pursuant thereto, security deposit in connection with the payment of all state or local real property transfer taxes that Sioux City II Lease; (15) Such other closing documents as are payable or arise as a result of reasonably necessary and proper in order to consummate the consummation of the transactions transaction contemplated by this Agreement, in each case, as prepared including those (if any) delivered by the relevant Sellers and duly executed by the Buyer; and (ix) such other documents as reasonably requested by the Seller Buyer or the Escrow Agent Care pursuant to consummate the Closing; (x) [Reserved]; (xi) [Reserved]; and (xii) [Reserved]Section 8.2 above.

Buyer Deliveries. (a) [Reserved] (b) The Buyer shall deliver the following documents at the Closing: (ia) evidence that the Cash Share Consideration Amount in accordance with Section 2.2 has been issued and all other amounts due delivered to the Sellers hereunderas provided in Section 2.2; (iib) by wire transfer of immediately available federal funds, the Balance of the Cash Consideration; (c) an assignment and assumption of landlord's interest in the Space Leases at each Property (each, an “Assignment of Leases”), duly executed by the Buyer in substantially the form of Exhibit B hereto; (d) an assignment and assumption of the Assumed Contracts with respect to each Property (each, an “Assignment of Contracts”) duly executed by the Buyer in substantially the form of Exhibit C hereto; (e) subject to Section 14.2 with respect to the San Diego Business Center Lease, an assignment and assumption of the Assumed Supplemental Leases with respect to the Assumed Supplemental Leases (each, an “Assignment of Assumed Supplemental Leases”) duly executed by the Buyer in substantially the form of Exhibit M hereto; (f) an assignment and assumption of the Union Agreement in substantially the form attached as Exhibit D or in such other form as may be approved by the Union and reasonably acceptable to the Buyer and the Sellers (the “Assignment of Union Contract”), duly executed by the Buyer; (g) subject to Section 14.1, an assignment and assumption of Franchise Agreement with respect to the Franchise Agreement relating to the Westin San Diego Property and the Westin Washington DC Property in the form attached hereto as Exhibit E, with such modifications thereto as may be approved by Westin Hotel Management, L.P. and reasonably acceptable to the Buyer and the Sellers (each, an “Assignment of Franchise Agreement”), duly executed by the Buyer; (h) subject to Section 14.1, a termination of the Franchise Agreement with respect to the Franchise Agreement relating to the Hilton Boston Property and the Hilton Burlington Property, each in substantially the form attached as Exhibit Q hereto (each, a “Termination of Franchise Agreement”), duly executed by Hilton Franchise LLC; (i) subject to Section 14.1, an assignment and assumption of Management Agreement with respect to each Management Agreement other than the WHM Management Agreement (each, an “Assignment of Management Agreement”), duly executed by the Buyer in substantially the form of Exhibit F hereto; (j) the Interim Management Agreement relating to the Hilton Boston Property (the “Interim Management Agreement”), duly executed by the Buyer in substantially the form of Exhibit R hereto; (k) the Registration Rights and Lock-Up Agreement attached hereto as Exhibit A (the “Registration Rights Agreement”), duly executed by the Buyer; (l) a notice letter to the Tenants at each Property, the counterparties under each Assumed Supplemental Lease (collectively, the “Transfer Notices”) duly executed by the Buyer, in the forms of Exhibit G attached hereto; (m) an Assignment of Licenses, Permits, Warranties and General Intangibles of each Seller, duly executed by the Buyer; (n) such other assignments, instruments of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunder, in each case, duly executed by the Buyer; (o) a duly executed and sworn Officer’s Secretary's Certificate from the Buyer certifying that the Buyer has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (iiip) an executed and acknowledged Incumbency Certificate from the Buyer certifying the authority of the officers or authorized signatories of the Buyer (or the general partner of the Buyer, where appropriate) to execute this Agreement and the other documents delivered by the Buyer to the Sellers at the Closing; (iv) with respect to each Property: (A) an assignment and assumption of landlord’s interest in the Leases (an “Assignment of Leases”), duly executed by the Buyer, in substantially the form of Exhibit D attached hereto; (B) an assignment and assumption of the Assumed Contracts (an “Assignment of Contracts”), duly executed by the Buyer, in substantially the form of Exhibit E hereto; (C) a notice letter to each Tenant (the “Tenant Notices”), duly executed by the Buyer, in the form of Exhibit F attached hereto; (D) an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form reasonably acceptable to Sellers and Buyer (“Association Assignment”); (E) a notice letter to each lessor under a Ground Lease, duly executed by the Buyer, in the form of Exhibit G attached hereto (“Ground Lessor Notices”); and (F) for each Ground Leased Property, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly executed by the Buyer, in substantially the form of Exhibit H hereto; (v) a closing statement in respect of the Transferred Assets to be purchased and sold at the Closing, prepared and approved by the Sellers and the Buyer, consistent with the terms of this Agreement and duly executed by the Buyer (the “Closing Statement”); (vi) such other customary assignments, instruments of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunder; (vii) a closing certificate in the form of Exhibit I attached hereto; (viiiq) all transfer Tax tax returns, to the extent required by law and the regulations issued pursuant thereto, in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by the relevant Sellers Seller and duly executed by the Buyer; (r) a closing statement prepared by the Title Company and approved by the Sellers and the Buyer, consistent with the terms of this Agreement (the “Closing Statement”); duly executed by the Buyer; (s) the letter agreement with respect to “venture capital operating company” matters in the form attached hereto as Exhibit S (the “VCOC Letter Agreement”), duly executed by the Buyer; (t) a Preliminary Change of Ownership Report with respect to the Westin San Diego Property, duly executed and acknowledged by the Buyer; and (ixu) such other documents as reasonably requested a Vermont Property Transfer Tax Return and a Vermont Non-Residential Real Estate Withholding Return (Form RW-171), each, duly executed and acknowledged by the Seller or the Escrow Agent to consummate the Closing; (x) [Reserved]; (xi) [Reserved]; and (xii) [Reserved]Buyer.

Buyer Deliveries. At or prior to Closing, Buyer shall deliver to Seller: (a) [Reserved](i) a certificate, dated the Closing Date, executed by Buyer's Secretary, to the effect that (A) the Certificate of Incorporation and By-laws of Buyer shall have not been amended since the date upon which certified copies of each had been delivered to Seller and remain in full force and effect and (B) the officers executing the Agreement and all other agreements to be executed by Buyer are duly elected and hold the offices set forth therein, with copies of resolutions approved by the board of directors of Buyer attached as an exhibit thereto; (b) The a duly executed copy of the Xxxx of Sale and such deeds, assignments, certificates of title and other instruments of transfer and conveyance, conveying, selling, transferring and assigning to Buyer shall deliver title to all of the following documents at Property (subject to Section 1.3), free and clear of all security interests, liens, charges or encumbrances whatsoever, except for Permitted Liens and those liens assumed by Buyer pursuant to this Agreement or the Closing:Xxxx of Sale; together with the written consents of all parties necessary in order to duly transfer such title to the extent obtained; (c) the Purchase Price; (d) a certificate dated the Closing Date, in substantially in the form of EXHIBIT D, signed by the Chief Financial Officer of Buyer, certifying that Buyer is Solvent on the Closing Date after giving effect to the transactions contemplated hereby (the "Solvency Certificate"); (i) an executed copy of that certain assignment of the Cash Consideration Amount Non-Compete Agreement and release substantially in accordance with Section 2.2 and all other amounts due to the Sellers hereunderform of EXHIBIT E hereto (the "Assignment"); (iif) a duly executed and sworn Officer’s Certificate from the Buyer certifying that the Buyer has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all copy of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (iii) an executed Incumbency Certificate from the Buyer certifying the authority of the officers or authorized signatories of the Buyer (or the general partner of the Buyer, where appropriate) to execute this Agreement and the other documents delivered by the Buyer to the Sellers at the Closing; (iv) with respect to each Property: (A) an assignment and assumption of landlord’s interest in the Leases (an “Assignment of Leases”), duly executed by the Buyer, in substantially the form of Exhibit D attached hereto; (B) an assignment and assumption of the Assumed Contracts (an “Assignment of Contracts”), duly executed by the Buyer, in substantially the form of Exhibit E hereto; (C) a notice letter to each Tenant (the “Tenant Notices”), duly executed by the Buyer, in the form of Exhibit F attached hereto; (D) an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form reasonably acceptable to Sellers and Buyer (“Association Lease Assignment”); (E) a notice letter to each lessor under a Ground Lease, duly executed by the Buyer, in the form of Exhibit G attached hereto (“Ground Lessor Notices”); and (F) for each Ground Leased Property, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly executed by the Buyer, in substantially the form of Exhibit H hereto; (vg) a closing statement in respect copy of the Transferred Assets to be purchased consent of each Governmental Authority and sold at the Closing, prepared and approved by the Sellers and the Buyer, consistent with the terms of this Agreement and duly executed by the Buyer (the “Closing Statement”); (vi) such each other customary assignments, instruments of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunder; (vii) a closing certificate in the form of Exhibit I attached hereto; (viii) all transfer Tax returns, to the extent person whose consent is required by law and the regulations issued pursuant thereto, in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of for the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Agreement or for the relevant Sellers and duly executed by assignment of any of the Property of Seller to Buyer; and (ix) such other documents as reasonably requested by the Seller or the Escrow Agent to consummate the Closing; (x) [Reserved]; (xi) [Reserved]; and (xii) [Reserved].

Buyer Deliveries. (a) [Reserved] (b) The Buyer shall deliver the following documents at the Closing: (i) the Cash Consideration Amount in accordance with Section 2.2 and all other amounts due to the Sellers hereunder; (ii) a duly executed and sworn Officer’s Certificate from the Buyer certifying that the Buyer has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (iii) an executed Incumbency Certificate from the Buyer certifying the authority of the officers or authorized signatories of the Buyer (or the general partner of the Buyer, where appropriate) to execute this Agreement and the other documents delivered by the Buyer to the Sellers at the Closing; (iv) with respect to each Property: (A) an assignment and assumption of landlord’s interest in the Leases (an “Assignment of Leases”), duly executed by the Buyer, in substantially the form of Exhibit D attached hereto; (B) an assignment and assumption of the Assumed Contracts (an “Assignment of Contracts”), duly executed by the Buyer, in substantially the form of Exhibit E hereto; (C) a notice letter to each Tenant (the “Tenant Notices”), duly executed by the Buyer, in the form of Exhibit F attached hereto; (D) an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form reasonably acceptable to Sellers and Buyer (“Association Assignment”); (E) a notice letter to each lessor under a Ground Lease, duly executed by the Buyer, in the form of Exhibit G attached hereto (“Ground Lessor Notices”); and (F) for each Ground Leased Property, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly executed by the Buyer, in substantially the form of Exhibit H hereto; (v) a closing statement in respect of the Transferred Assets to be purchased and sold at the Closing, prepared and approved by the Sellers and the Buyer, consistent with the terms of this Agreement and duly executed by the Buyer (the “Closing Statement”); (vi) such other customary assignments, instruments of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunder; (vii) a closing certificate in the form of Exhibit I attached hereto; (viii) all transfer Tax returns, to the extent required by law and the regulations issued pursuant thereto, in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by the relevant Sellers and duly executed by the Buyer; and (ix) such other documents as reasonably requested by the Seller or the Escrow Agent to consummate the Closing; (x) [Reserved]; (xi) [Reserved]; and (xii) [Reserved]the License Agreement, duly executed by the Buyer, as contemplated by Section 14.32(b).

Buyer Deliveries. (a) [Reserved] (b) The Buyer shall deliver the following documents at At the Closing, Buyer will deliver or cause to be delivered to Seller: (i) the Cash Consideration Amount in accordance with Section 2.2 and all other amounts due Closing Date Payment by wire transfer of immediately available funds to the Sellers hereunderaccount set forth on Schedule 2.4(b)(i); (ii) a duly each Agreement With Certain Employees in Buyer’s possession that has been executed and sworn Officer’s Certificate from the Buyer certifying that the Buyer has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amendedby an individual listed in Schedule 2.4(a)(iv); (iii) an the General Release, executed Incumbency Certificate from the Buyer certifying the authority by Xxxxxx and each of the officers or authorized signatories of the Buyer Acquired Companies (or the general partner of the Buyer, where appropriate) to execute this Agreement and the other documents delivered by the Buyer to the Sellers at the Closingthan PRM); (iv) with respect to each Property: (A) an assignment the Agreement Terminating Intercompany Contracts and assumption of landlord’s interest in the Leases (an “Assignment of Leases”)Accounts, duly executed by the Buyer, in substantially the form of Exhibit D attached hereto; (B) an assignment and assumption each of the Assumed Contracts Acquired Companies (an “Assignment of Contracts”other than PRM), duly executed by the Buyer, in substantially the form of Exhibit E hereto; (C) a notice letter to each Tenant (the “Tenant Notices”), duly executed by the Buyer, in the form of Exhibit F attached hereto; (D) an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form reasonably acceptable to Sellers and Buyer (“Association Assignment”); (E) a notice letter to each lessor under a Ground Lease, duly executed by the Buyer, in the form of Exhibit G attached hereto (“Ground Lessor Notices”); and (F) for each Ground Leased Property, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly executed by the Buyer, in substantially the form of Exhibit H hereto; (v) the Agreement Regarding Insurance, executed by PRI, together with a closing statement in respect copy of the Transferred Assets application submitted to be purchased and sold at the Closing, prepared and approved New York State Department of Insurance for its Consent to the commutation transactions contemplated by the Sellers and the Buyer, consistent with the terms of this Agreement and duly executed by the Buyer (the “Closing Statement”)Regarding Insurance; (vi) such other customary assignmentsa Consent in a form mutually agreeable to Seller and Buyer with respect to the transfer of the LLC Interest, instruments executed by the Estate of transfer, Xxxxx Xxxxxxxx and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunderPRI; (vii) a closing certificate in the form Officers’ General Release, executed by each of Exhibit I attached heretothe Acquired Companies (other than PRM); (viii) all transfer Tax returnsthe Services Agreement, to executed by AFP; (ix) the extent required Domain Name Assignment, executed by law Buyer; (x) a certificate executed by the Secretary or an Assistant Secretary of Buyer certifying on behalf of Buyer as of the Closing Date (A) a true and the regulations issued pursuant thereto, in connection with the payment correct copy of all state requisite resolutions or local real property transfer taxes that are payable or arise as a result actions of Buyer’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreementthereunder, in each case, as prepared by the relevant Sellers and duly executed by the Buyer; and (ixB) such other documents as reasonably requested by the Seller or the Escrow Agent to consummate the Closing; (x) [Reserved]incumbency matters; (xi) [Reserved]; andevidence that PRI’s Board of Governors has authorized the execution, delivery and performance by PRI of the Agreement Regarding Insurance; (xii) [Reserved].evidence that letter of credit number F503274 issued by SunTrust Bank for the benefit of 000 Xxxx Xxxxx LLC has been terminated and that no draw had been made under such letter of credit prior to its termination and that Seller has no liability or potential liability in respect of the letter of credit securing tenant’s obligations with respect to AFP’s Lake Success office and

Buyer Deliveries. (a) [Reserved] (b) The Buyer shall deliver the following documents to Escrow Agent at the Closing: (ia) an assignment and assumption of the Cash Consideration Amount Contracts (the “Assignment of Contracts”) duly executed by Buyer in accordance with Section 2.2 and all other amounts due to substantially the Sellers hereunderform of Exhibit A hereto; (iib) an assignment of all warranties, permits and licenses with respect to the Property, duly executed by Buyer in substantially the form of Exhibit B attached hereto (an “Assignment of Licenses, Permits and Warranties”); (c) a xxxx of sale with respect to the Personal Property located at the Property (a “Xxxx of Sale”), duly executed by Buyer in substantially the form of Exhibit E hereto; (d) such other assignments, instruments of transfer, and other documents as Seller and Title Company may reasonably require in order to complete the transactions contemplated hereunder, in each case, duly executed by Buyer; (e) a duly executed and sworn Officerofficer’s Certificate certificate from the Buyer certifying that the Buyer has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (iiif) an executed Incumbency Certificate from the Buyer certifying the authority of the officers or authorized signatories of the Buyer (or the general partner of the Buyer, where appropriate) to execute this Agreement and the other documents delivered by the Buyer to the Sellers at the Closing; (iv) with respect to each Property: (A) an assignment and assumption of landlord’s interest in the Leases (an “Assignment of Leases”)a PTAX-203 Illinois Real Estate Transfer Declaration, duly executed by the Buyer, in substantially the form of Exhibit D attached hereto; (Bg) a PTAX-203-A Illinois Real Estate Transfer Declaration Supplemental Form A, duly executed by Buyer; (h) a Xxxx County Real Estate Transfer Declaration, duly executed by Buyer; (i) a City of Chicago Real Property Transfer Tax Declaration, duly executed by Buyer; (j) a CRT-61 Certificate of Resale, duly executed by Buyer; (k) an assignment and assumption of the Assumed Contracts Management Agreement (an the “Assignment of ContractsManagement Agreement”), duly executed by the Buyer, Buyer in substantially the form of Exhibit E C hereto; (C) a notice letter to each Tenant (the “Tenant Notices”), duly executed by the Buyer, in the form of Exhibit F attached hereto; (D) an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form reasonably acceptable to Sellers and Buyer (“Association Assignment”); (E) a notice letter to each lessor under a Ground Lease, duly executed by the Buyer, in the form of Exhibit G attached hereto (“Ground Lessor Notices”); and (F) for each Ground Leased Property, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly executed by the Buyer, in substantially the form of Exhibit H hereto; (vl) a closing statement in respect of the Transferred Assets to be purchased and sold at the Closing, prepared and approved by the Sellers Seller and the Buyer, consistent with the terms of this Agreement and duly executed by the Buyer (the “Closing Statement”); (vi) such other customary assignments, instruments of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunder; (vii) a closing certificate in the form of Exhibit I attached hereto; (viii) all transfer Tax returns, to the extent required by law and the regulations issued pursuant thereto, in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by the relevant Sellers and duly executed by the Buyer or Buyer; and ’s Designee (ix) such other documents as reasonably requested by the Seller or the Escrow Agent to consummate the Closing; (x) [Reserved]; (xi) [Reserved]; and (xii) [Reserved]applicable).

Buyer Deliveries. (a) [Reserved] (b) The At the Closing, Buyer shall deliver the following documents at the Closing:to Seller (i) the Cash Consideration Amount in accordance with Section 2.2 and all other amounts due Purchase Price, subject to the Sellers hereunderprorations and adjustments set forth in Article 7 of this Agreement, by wire transfer of immediately available funds to such account as directed by Seller to Buyer in writing; (ii) a duly executed guaranty from Xxxxxxx X. Xxxxxxx and sworn Officer’s Certificate from the Buyer certifying that the Buyer has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all ESP One of the transactions contemplated hereby and that such authorization has not been revokedBuyer’s obligations under Section 4.9 hereof, modified or amendedsubstantially in the form attached as Exhibit F hereto (the “Guaranty”); (iii) an executed Incumbency Certificate a pledge from ESP One to PICA of 100% of ESP One’s interest in Seller, substantially in the Buyer certifying form attached as Exhibit G hereto (the authority of the officers or authorized signatories of the Buyer (or the general partner of the Buyer, where appropriate) to execute this Agreement and the other documents delivered by the Buyer to the Sellers at the Closing“Pledge”); (iv) with respect to each Property: (A) an assignment and assumption of landlord’s interest in the Leases (an “Assignment of Leases”)Deeds, duly executed by the Buyer, in substantially the form ESP One on behalf of Exhibit D attached hereto; (B) an assignment and assumption of the Assumed Contracts (an “Assignment of Contracts”), duly executed by the Buyer, in substantially the form of Exhibit E hereto; (C) a notice letter to each Tenant (the “Tenant Notices”), duly executed by the Buyer, in the form of Exhibit F attached hereto; (D) an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form reasonably acceptable to Sellers and Buyer (“Association Assignment”); (E) a notice letter to each lessor under a Ground Lease, duly executed by the Buyer, in the form of Exhibit G attached hereto (“Ground Lessor Notices”); and (F) for each Ground Leased Property, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly executed by the Buyer, in substantially the form of Exhibit H heretoSeller; (v) a closing statement in respect the Xxxx of the Transferred Assets to be purchased and sold at the ClosingSale, prepared and approved by the Sellers and the Buyer, consistent with the terms of this Agreement and duly executed by the Buyer (the “Closing Statement”)ESP One on behalf of Seller; (vi) such other customary assignmentsthe FIRPTA Affidavit, instruments duly executed by ESP One on behalf of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunderSeller; (vii) a closing certificate in the form Assignment of Exhibit I attached heretoLeases, duly executed by Buyer and ESP One on behalf of Seller; (viii) all transfer Tax returnsthe Assignment of Intangible Property, duly executed by Buyer and ESP One on behalf of Seller; (ix) a duly executed copy of any Term Loan Release Document and any Glendale Lease Release Document to be executed by Buyer or ESP One, as applicable; (x) the extent certificate required by law and the regulations issued pursuant thereto, in connection with the payment Section 4.6 of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by the relevant Sellers and duly executed by the Buyer; andBuyer and ESP One; (ixxi) a certificate dated as of the Closing Date and executed on behalf of Buyer by a duly executed officer thereof, showing the Purchase Price, adjustments, credits, prorations, disbursements and the like required by, and in accordance with, the terms and conditions of this Agreement and otherwise in form and substance reasonably acceptable to Seller; (xii) such other documents as may be reasonably requested required by the Title Company or may be agreed upon by Seller or the Escrow Agent and Buyer to consummate the Closing; (x) [Reserved]; (xi) [Reserved]Transaction; and (xiixiii) [Reserved]documentation to establish to Seller’s reasonable satisfaction the due authorization of Buyer’s execution of all documents contemplated by this Agreement.

Buyer Deliveries. (a) [Reserved] (b) The At the Closing, Buyer shall deliver the following documents at the Closingor cause to be delivered to Seller: (i) the Cash Consideration Amount in accordance with Section 2.2 and all other amounts due to the Sellers hereunderNet Purchased Assets Sale Price; (ii) the Salt Water Disposal Assets Sale Price, but only if the Salt Water Disposal Assets are transferred at the Closing. (iii) copies of a duly executed certificate of existence and sworn Officergood standing for Buyer issued by the appropriate public officials of the State of Delaware, and dated as of a recent date; (iv) a certificate, dated the Closing Date, of an officer of Buyer (i) attaching certified copies of Buyer’s Certificate from the Organizational Documents, (ii) certifying on behalf of Buyer certifying that the Buyer has taken all necessary action actions required to authorize and approve the execution and delivery of all documents being delivered hereunder this Agreement and the consummation of all of other Transaction Documents and the transactions contemplated hereby and that thereby, have been taken by Buyer and setting forth copies of such authorization has not been revoked, modified or amended; actions and (iii) an executed Incumbency Certificate from the Buyer certifying the authority accuracy of the officers or authorized signatories specimen signatures of the officer or other authorized representatives of Buyer (or the general partner of the Buyerexecuting this Agreement, where appropriate) to execute this Agreement and the other Transaction Documents and such other documents delivered by the Buyer to the Sellers at the Closing; (iv) with respect to each Property: (A) an assignment and assumption agreements on behalf of landlord’s interest in the Leases (an “Assignment of Leases”), duly executed by the Buyer, in substantially the form of Exhibit D attached hereto; (B) an assignment and assumption of the Assumed Contracts (an “Assignment of Contracts”), duly executed by the Buyer, in substantially the form of Exhibit E hereto; (C) a notice letter to each Tenant (the “Tenant Notices”), duly executed by the Buyer, in the form of Exhibit F attached hereto; (D) an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form reasonably acceptable to Sellers and Buyer (“Association Assignment”); (E) a notice letter to each lessor under a Ground Lease, duly executed by the Buyer, in the form of Exhibit G attached hereto (“Ground Lessor Notices”); and (F) for each Ground Leased Property, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly executed by the Buyer, in substantially the form of Exhibit H hereto; (v) a closing statement in respect an executed counterpart of the Transferred Assets to be purchased and sold at the Closing, prepared and approved by the Sellers and the Buyer, consistent with the terms of this Agreement and duly executed by the Buyer (the “Closing Statement”)Gathering Agreement; (vi) such other customary assignments, instruments an executed counterpart of transfer, the Gas Purchase and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunderSale Agreement; (vii) a closing certificate in an executed counterpart of the form of Exhibit I attached heretoTransition Services Agreement; (viii) all transfer Tax returns, to an executed counterpart of the extent required by law Assignment and the regulations issued pursuant thereto, in connection with the payment Assumption Agreement; (ix) one or more originals (as necessary) of an executed and recordable Assignment of Real Property Interests; (x) copies of all state Permits and any other authorizations, consents, approvals and waivers of any third party or local real property transfer taxes that Governmental Authority, the granting of which are payable or arise as a result of necessary for the consummation of the transactions contemplated by this Agreementherein, in each caseincluding for the assumption of any Assumed Contract, Transferred Permit and, if the Salt Water Disposal Assets are transferred at the Closing, Guarantee upon the consummation of the transactions contemplated herein as prepared by the relevant Sellers set forth on Buyer’s Schedule 4.3(b) and duly executed by the Buyer’s Schedule 4.3(d); and (ixxi) such other documents documents, deeds, certificates, instruments or agreements contemplated hereby or as may be necessary to consummate the transactions contemplated hereby, or as may be reasonably requested by the Seller or Parties and agreed to by Buyer prior to the Escrow Agent Closing Date to consummate carry out the Closing; (x) [Reserved]; (xi) [Reserved]; and (xii) [Reserved]intent and purposes of this Agreement.

Buyer Deliveries. (a) [Reserved] (b) The Buyer shall deliver the following documents at the Closing: (a) with respect to each Property: (i) an assignment and assumption of landlord’s interest in the Cash Consideration Amount Leases (an “Assignment of Leases”) duly executed by the Buyer in accordance substantially the form of Exhibit B hereto; (ii) an assignment and assumption of the Assumed Contracts (an “Assignment of Contracts”) duly executed by the Buyer in substantially the form of Exhibit C hereto; (iii) a notice letter to each Tenant (the “Tenant Notices”) duly executed by the Buyer, in the form of Exhibit D attached hereto; and (iv) an association assignment and assumption agreement with Section 2.2 respect to any owner’s association, as applicable, in a form reasonably acceptable to Seller and all other amounts due Buyer (“Association Assignment”). (b) with respect to the Ground Lease, an assignment and assumption of the Ground Lessor’s interest and Ground Lessee’s interest in the Ground Lease (the “Ground Lease Assignments”) duly executed by the Buyer in substantially the form of Exhibit E hereto; (c) with respect to the Third Party Loans, such documents as the holder of such Third Party Loans shall require in connection with the assumption of such Third Party Loans by the Buyer to the extent the Buyer is obligated to deliver the same pursuant to the provisions hereto; and (d) with respect to the transactions contemplated hereunder: (i) a closing statement, prepared and approved by the Sellers and the Buyer, consistent with the terms of this Agreement and duly executed by the Buyer (the “Closing Statement”); (ii) such other assignments, instruments of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunder; (iiiii) a closing certificate in the form of Exhibit F; (iv) a duly executed and sworn OfficerSecretary’s Certificate from the Buyer certifying that the Buyer has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (iiiv) an executed and acknowledged Incumbency Certificate from the Buyer certifying the authority of the officers or authorized signatories of the Buyer (or the general partner of the Buyer, where appropriate) to execute this Agreement and the other documents delivered by the Buyer to the Sellers at the Closing; (iv) with respect to each Property: (A) an assignment and assumption of landlord’s interest in the Leases (an “Assignment of Leases”), duly executed by the Buyer, in substantially the form of Exhibit D attached hereto; (B) an assignment and assumption of the Assumed Contracts (an “Assignment of Contracts”), duly executed by the Buyer, in substantially the form of Exhibit E hereto; (C) a notice letter to each Tenant (the “Tenant Notices”), duly executed by the Buyer, in the form of Exhibit F attached hereto; (D) an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form reasonably acceptable to Sellers and Buyer (“Association Assignment”); (E) a notice letter to each lessor under a Ground Lease, duly executed by the Buyer, in the form of Exhibit G attached hereto (“Ground Lessor Notices”); and (F) for each Ground Leased Property, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly executed by the Buyer, in substantially the form of Exhibit H hereto; (v) a closing statement in respect of the Transferred Assets to be purchased and sold at the Closing, prepared and approved by the Sellers and the Buyer, consistent with the terms of this Agreement and duly executed by the Buyer (the “Closing Statement”); (vi) such other customary assignments, instruments of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunder; (vii) a closing certificate in the form of Exhibit I attached hereto; (viii) all transfer Tax tax returns, to the extent required by law and the regulations issued pursuant thereto, in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by the relevant Sellers and duly executed by the Buyer; (vii) a Non-Compete Agreement duly executed by Buyer; (viii) a lease agreement for each Duke Leased Space in the forms attached to that certain email from Seller’s counsel to Buyer’s counsel dated October 20, 2011 and received by Buyer’s counsel at 8:03PM (each a “Duke Lease”); (ix) to the extent any Property located in the State of Texas is located within a municipal utility district, an acknowledgment of the Texas Statutory Notice delivered by Sellers pursuant to Section 6.2 below; (x) subject to Section 3.7 hereto, the Transition Services Agreement duly executed by Buyer; (xi) with respect to the Buyer’s Consultant, a release of Lien in the form attached as Exhibit I hereto; and (ixxii) such other documents as reasonably requested by the Seller or the Escrow Agent to consummate the Closing; (x) [Reserved]; (xi) [Reserved]; and (xii) [Reserved].

Buyer Deliveries. (a) [Reserved] (b) The Buyer shall execute and deliver the following documents at to Sellers (or Sellers shall receive from third parties) prior to or simultaneously with the Closing: (i) the Cash Consideration Amount in accordance with Section 2.2 and all other amounts due a wire transfer of $750,000 to the Sellers hereunder; Escrow Account; (ii) a duly executed and sworn Officer’s Certificate from the Buyer certifying that the Buyer has taken all necessary action wire transfer of $22,250,000, of which as of February 5, 1999, $543,178.08 shall be paid directly to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; Select Service; (iii) an executed Incumbency Certificate from a certificate, dated the Buyer certifying the authority Closing Date, of the officers Secretary or other authorized signatories representative of the Buyer Buyer: (or the general partner A) attaching resolutions of the Buyer's Board of Directors in connection with the authorization and approval of the execution, where appropriate) to execute delivery and performance of this Agreement and the other documents delivered by the Buyer to the Sellers at the Closing; (iv) with respect to each Property: (A) an assignment and assumption of landlord’s interest in the Leases (an “Assignment of Leases”), duly executed by the Buyer, in substantially the form of Exhibit D attached hereto; Transaction Documents; (B) an assignment attaching copies, certified by such officer as true and assumption complete of the Assumed Contracts (an “Assignment Certificate of Contracts”), duly executed by the Incorporation and By-laws of Buyer, in substantially the form of Exhibit E hereto; ; (C) setting forth the incumbency of the officer or officers of Buyer who have executed and delivered this Agreement and each other Transaction Document to which Buyer is a notice letter to party, including therein a signature specimen of each Tenant (the “Tenant Notices”), duly executed by the Buyer, in the form of Exhibit F attached hereto; such officer or officers; (D) an association assignment and assumption agreement with respect to any Owners’ Associationattaching copies, as applicablecertified by the Secretary of State of the State of Delaware, in a form reasonably acceptable to Sellers and Buyer (“Association Assignment”); of Buyer's Certificate of Incorporation; (E) a notice letter to each lessor under a Ground Leasecertifying that no action, duly executed by the Buyer, in the form suit or proceeding is pending before any Governmental Body or arbitrator wherein an unfavorable Order would (1) prevent consummation of Exhibit G attached hereto (“Ground Lessor Notices”); and (F) for each Ground Leased Property, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly executed by the Buyer, in substantially the form of Exhibit H hereto; (v) a closing statement in respect of the Transferred Assets to be purchased and sold at the Closing, prepared and approved by the Sellers and the Buyer, consistent with the terms of this Agreement and duly executed by the Buyer (the “Closing Statement”); (vi) such other customary assignments, instruments of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunder; (vii) a closing certificate in the form of Exhibit I attached hereto; (viii) all transfer Tax returns, to the extent required by law and the regulations issued pursuant thereto, in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation any of the transactions contemplated by this AgreementAgreement or the other Transaction Documents, (2) cause any of the transactions contemplated by this Agreement or the other Transaction Documents to be rescinded following consummation or (3) affect adversely the right of Buyer to acquire the Limited Liability Interests or pay the Purchase Price; (iv) all material authorizations, consents and approvals of governments and governmental agencies referred to in Section 4(b)(iii) hereof; (v) an opinion of counsel to Buyer, in each case, form and substance as prepared by the relevant Sellers set forth in Exhibit D; and duly executed by the Buyer; and (ixvi) such other documents as reasonably requested by the Seller or the Escrow Agent to consummate Agreement signed by Buyer and the Closing; (x) [Reserved]; (xi) [Reserved]; and (xii) [Reserved]Escrow Agent.

Buyer Deliveries. (a) [Reserved] (b) The Buyer shall deliver the following documents at the Closing: (i) the Cash Consideration Amount in accordance with Section 2.2 and all other amounts due to the Sellers hereunder; (ii) a duly executed and sworn Officer’s Certificate from the Buyer certifying that the Buyer has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (iii) an executed Incumbency Certificate from the Buyer certifying the authority of the officers or authorized signatories of the Buyer (or the general partner of the Buyer, where appropriate) to execute this Agreement and the other documents delivered by the Buyer to the Sellers at the Closing; (iv) with respect to each Property: (A) an assignment and assumption of landlord’s interest in the Leases (an “Assignment of Leases”), duly executed by the Buyer, in substantially the form of Exhibit D attached hereto; (B) an assignment and assumption of the Assumed Contracts (an “Assignment of Contracts”), duly executed by the Buyer, in substantially the form of Exhibit E hereto; (C) a notice letter to each Tenant (the “Tenant Notices”), duly executed by the Buyer, in the form of Exhibit F attached hereto; (D) an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form reasonably acceptable to Sellers and Buyer (“Association Assignment”); (E) a notice letter to each lessor under a Ground Lease, duly executed by the Buyer, in the form of Exhibit G attached hereto (“Ground Lessor Notices”); and (F) for each Ground Leased Property, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly executed by the Buyer, in substantially the form of Exhibit H hereto; (v) a closing statement in respect of the Transferred Assets to be purchased and sold at the Closing, prepared and approved by the Sellers and the Buyer, consistent with the terms of this Agreement and duly executed by the Buyer (the “Closing Statement”); (vi) such other customary assignments, instruments of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunder; (vii) a closing certificate in the form of Exhibit I attached hereto; (viii) all transfer Tax returns, to the extent required by law and the regulations issued pursuant thereto, in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by the relevant Sellers and duly executed by the Buyer; and (ix) such other documents as reasonably requested by the Seller or the Escrow Agent to consummate the Closing; (x) [Reserved]; (xi) [Reserved]; and (xii) [Reserved]the License Agreement, duly executed by the Buyer, as contemplated by Section 14.31(b).

Buyer Deliveries. (ai) [Reserved] (b) The At Closing, Buyer shall deliver the following documents at the Closing: (i) the Cash Consideration Amount in accordance with Section 2.2 and all other amounts due to the Sellers hereunderShareholders' Agent, as agent of the Target Shareholders, a certificate, duly executed by the chief executive officer or chief financial officer of Buyer attaching and attesting to the accuracy of the resolutions of Buyer's board of directors approving the transactions contemplated hereby; (ii) a duly executed and sworn Officer’s Certificate from At Closing, Buyer initiate the transfer of the Upfront Cash Consideration less (1) the Escrow Amount, less (2) any Excess Transaction Expenses to the Target Shareholders, plus (3) to the extent the Buyer certifying that the Buyer has taken all necessary action elects to authorize the execution of all documents being delivered hereunder and the consummation of all pay any portion of the transactions contemplated hereby and that Upfront Share/Cash Consideration in cash funds, such authorization has not been revokedcash amount of the Upfront Share/Cash Consideration, modified or amendedin each case pursuant to the allocations set forth opposite each Target Shareholder's name on Schedule 1 by wire transfer of immediately available U.S. dollar funds to the respective US bank accounts designated by each Target Shareholder in writing at least five (5) Business Days in advance of the Closing; (iii) an executed Incumbency Certificate from the Buyer certifying the authority of the officers or authorized signatories of the Buyer (or the general partner of the Buyer, where appropriate) to execute this Agreement and the other documents delivered by the Buyer to the Sellers at At the Closing; , Buyer shall deposit an amount equal to US$400,000 (ivwith each Target Shareholder's pro rata portion of such Escrow Amount set forth on Schedule 1) with respect to each Property: (A) an assignment and assumption of landlord’s interest in the Leases (an “Assignment of LeasesEscrow Amount”), duly executed by in an interest-bearing escrow account (the “Escrow Account”) to be established as of the Closing Date (as defined below) pursuant to an Escrow Agreement among Buyer, the Shareholders' Agent and US Bank, National Association (the “Escrow Agent”), in substantially the form of Exhibit D EXHIBIT A attached hereto; (B) an assignment and assumption of the Assumed Contracts (an “Assignment of Contracts”), duly executed by the Buyer, in substantially the form of Exhibit E hereto; (C) a notice letter to each Tenant hereto (the “Tenant Notices”), duly executed by the Buyer, in the form of Exhibit F attached hereto; (D) an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form reasonably acceptable to Sellers and Buyer (“Association AssignmentEscrow Agreement”); (Eiv) At the Closing, a notice letter of resignation of Xxxxxxxxxx Xxxxxx as director of the Target, effective immediately prior to each lessor under a Ground Lease, duly executed by the Buyer, in the form of Exhibit G attached hereto (“Ground Lessor Notices”)Closing; and (F) for each Ground Leased Property, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly executed by the Buyer, in substantially the form of Exhibit H hereto; (v) a closing statement in respect of the Transferred Assets to be purchased and sold at Within five (5) Business Days following the Closing, prepared and approved by the Sellers and the Buyer, consistent with the terms of this Agreement and duly executed by if the Buyer (elects to pay any portion of the “Closing Statement”); (vi) Upfront Share/Cash Consideration in Buyer Shares, Buyer shall issue and deliver certificates evidencing such other customary assignments, instruments number of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunder; (vii) a closing certificate Buyer Shares in the form names of Exhibit I attached hereto; (viii) all transfer Tax returns, the Target Shareholders pursuant to the extent required by law and the regulations issued pursuant thereto, in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in allocations set forth opposite each case, as prepared by the relevant Sellers and duly executed by the Buyer; and (ix) such other documents as reasonably requested by the Seller or the Escrow Agent to consummate the Closing; (x) [Reserved]; (xi) [Reserved]; and (xii) [Reserved]Target Shareholder's name on Schedule 1.

Buyer Deliveries. Buyer will deliver the following documents on the Closing Date: (a) [Reserved]With respect to the BREP JV Interest, an assignment and assumption of membership interests, between Seller, as assignor, and Buyer, as assignee, substantially in the form of Exhibit F attached hereto (the “BREP JV Interest Assignment”), duly executed by Buyer; (b) The Buyer Venture Agreement, duly executed by Buyer; (c) With respect to each Property, a property management and leasing services agreement in the form of Exhibit G attached hereto (a “Property Management & Leasing Agreement”), between the applicable Owner Entity and the Existing Manager; (d) With respect to the Third Party Loans, such documents and instruments as the holders of the Third Party Loans and any applicable rating agencies shall deliver reasonably require in connection with obtaining the following documents at TPL Assumption Consents; and (e) With respect to the Closingtransactions contemplated hereunder: (i) such other assignments, instruments of transfer, and other documents as Seller may reasonably require in order to complete the Cash Consideration Amount transactions contemplated hereunder or to evidence compliance by Buyer with the covenants, agreements, representations and warranties made by it hereunder, in accordance with Section 2.2 and all other amounts due to the Sellers hereundereach case, duly executed by Buyer; (ii) a duly executed and sworn OfficerSecretary’s Certificate Certificates from the Buyer certifying that the Buyer has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (iii) an executed and acknowledged Incumbency Certificate from the Buyer certifying the authority of the officers or authorized signatories of the Buyer (or the general partner of the Buyer, where appropriate) to execute this Agreement and the other documents delivered by the Buyer to the Sellers Seller at the Closing;; and (iv) with respect to each Property: (A) an assignment and assumption of landlord’s interest in the Leases (an “Assignment of Leases”), duly executed by the Buyer, in substantially the form of Exhibit D attached hereto; (B) an assignment and assumption of the Assumed Contracts (an “Assignment of Contracts”), duly executed by the Buyer, in substantially the form of Exhibit E hereto; (C) a notice letter to each Tenant (the “Tenant Notices”), duly executed by the Buyer, in the form of Exhibit F attached hereto; (D) an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form reasonably acceptable to Sellers and Buyer (“Association Assignment”); (E) a notice letter to each lessor under a Ground Lease, duly executed by the Buyer, in the form of Exhibit G attached hereto (“Ground Lessor Notices”); and (F) for each Ground Leased Property, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly executed by the Buyer, in substantially the form of Exhibit H hereto; (v) a closing statement in respect of the Transferred Assets to be purchased and sold at the Closing, prepared and approved by the Sellers and the Buyer, consistent with the terms of this Agreement and duly executed by the Buyer (the “Closing Statement”); (vi) such other customary assignments, instruments of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunder; (vii) a closing certificate in the form of Exhibit I attached hereto; (viii) all transfer Tax returns, to the extent returns or forms which are required by law regarding transfer taxes or property appraisal and the regulations issued pursuant thereto, thereto or are otherwise required in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by the relevant Sellers and duly executed by the Buyer; and (ix) such other documents as reasonably requested by the Seller or the Escrow Agent to consummate the Closing; (x) [Reserved]; (xi) [Reserved]; and (xii) [Reserved]Seller.

Buyer Deliveries. (a) [Reserved] (b) The On or prior to the Scheduled Closing Date, Buyer shall deliver the following documents at the Closing: (i) the Cash Consideration Amount in accordance with Section 2.2 Purchase Price, and all other amounts due to Seller hereunder. (b) On or prior to the Sellers hereunderScheduled Closing Date, Buyer shall execute (or cause their applicable affiliates to execute), acknowledge (as appropriate) and deliver to the Escrow Agent and Seller, as applicable, the following: (i) Two (2) counterparts of a xxxx of sale and general assignment in the form attached hereto as Exhibit C (the “Xxxx of Sale,”) duly executed by Buyer; (ii) Two (2) counterparts of (x) the Lease, duly executed, notarized and acknowledged by Buyer, as lessor thereunder, together with all closing deliveries required by Buyer thereunder; and (y) a memorandum of Lease, in proper statutory form for recording, duly executed and sworn Officer’s Certificate from acknowledged by Buyer (the Buyer certifying that the Buyer has taken all necessary action to authorize the execution “Memo of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amendedLease”); (iii) an executed Incumbency Certificate from If Buyer places any mortgage or deed of trust on the Buyer certifying the authority of the officers or authorized signatories of the Buyer (or the general partner of the Buyer, where appropriate) to execute this Agreement and the other documents delivered by the Buyer to the Sellers Property at the Closing, a subordination, non-disturbance and attornment agreement or recognition agreement by and between Lessee and Buyer’s lender substantially in the form annexed to the Lease as Exhibit I thereto for the benefit of Lessee, as tenant under the Lease, and Buyer’s lender; (iv) with respect to each Property: (A) an assignment and assumption of landlord’s interest in the Leases (an “Assignment of Leases”), duly executed by the Buyer, in substantially the form of Exhibit D attached hereto; (B) an assignment and assumption of the Assumed Contracts (an “Assignment of Contracts”), duly executed by the Buyer, in substantially the form of Exhibit E hereto; (C) a notice letter to each Tenant (the “Tenant Notices”), duly executed by the Buyer, in the form of Exhibit F attached hereto; (D) an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form reasonably acceptable to Sellers and Buyer (“Association Assignment”); (E) a notice letter to each lessor under a Ground Lease, duly executed by the Buyer, in the form of Exhibit G attached hereto (“Ground Lessor Notices”); and (F) for each Ground Leased Property, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly executed by the Buyer, in substantially the form of Exhibit H hereto; (v) a closing statement in respect of the Transferred Assets to be purchased and sold at the Closing, prepared and approved by the Sellers and the Buyer, consistent with the terms of this Agreement and duly executed by the Buyer (the “Closing Statement”); (vi) such other customary assignments, instruments of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunder; (vii) a closing certificate in the form of Exhibit I attached hereto; (viii) all transfer Tax returns, to the extent required by law and the regulations issued pursuant thereto, in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by the relevant Sellers Seller and duly executed by Buyer; (v) a closing statement, prepared by the Escrow Agent and approved by Seller and Buyer, consistent with the terms of this Agreement and duly executed by Buyer (the “Closing Statement”); (vi) Such proof of Buyer’s authority and authorization to enter into this Agreement and the transactions contemplated hereby, and such proof of the power and authority of the individual(s) executing and/or delivering any instruments, documents or certificates on behalf of Buyer to act for and bind Buyer, as may be reasonably requested or required by the Title Company and/or Seller; and (ixvii) such any affidavits, certificates, consents, approvals, authority documents, resolutions and other documents as or instruments required to be delivered by Buyer or reasonably requested by the Seller Title Company, pursuant to the terms of this Agreement or applicable law in order to effectuate the Escrow Agent transfer of title to consummate the Closing; (x) [Reserved]; (xi) [Reserved]; and (xii) [Reserved]Property to Buyer.

Buyer Deliveries. At Closing, the Buyer shall deliver, or shall cause to be delivered, the following: (a) [Reserved]to each Blocker Owner, (i) the shares of Buyer Class A Common Stock and Buyer Class B Common Stock issuable to such Blocker Owner in respect of the Blocker Equity Interests held by such Blocker Owner pursuant to such Blocker’s Blocker Merger, which shares shall be delivered in book-entry form and not certificated, (ii) such Blocker Owner’s Pro Rata Percentage of the Adjusted Aggregate Cash Amount, and (iii) any cash in lieu of any fractional share of Buyer Class A Common Stock and Buyer Class B Common Stock payable to such Blocker Owner pursuant to ‎Section 3.1(a)(ii); (b) The Buyer shall deliver the following documents at the Closing: to each Company Optionholder, (i) the Cash Consideration Amount shares of Buyer Class A Common Stock, Restricted Share Units and Buyer Class B Common Stock, as applicable, issuable to such Company Optionholder in accordance with Section 2.2 and all other amounts due respect of the Company Options held by such Company Optionholder pursuant to the Sellers hereunder; Company Merger, which shares shall be delivered in book-entry form and not certificated, (ii) a duly executed and sworn Officer’s Certificate from the Buyer certifying that the Buyer has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (iii) an executed Incumbency Certificate from the Buyer certifying the authority of the officers or authorized signatories of the Buyer (or the general partner of the Buyer, where appropriate) to execute this Agreement and the other documents delivered by the Buyer to the Sellers at the Closing; (iv) with respect to each Property: (A) an assignment and assumption of landlordCompany Optionholder who holds a Vested Company Option, the Company Optionholder’s interest in the Leases (an “Assignment of Leases”), duly executed by the Buyer, in substantially the form of Exhibit D attached hereto; (B) an assignment and assumption Pro Rata Percentage of the Assumed Contracts Adjusted Aggregate Cash Amount, and (an “Assignment iii) any cash in lieu of Contracts”), duly executed by the Buyer, in substantially the form any fractional share of Exhibit E hereto; (C) a notice letter to each Tenant (the “Tenant Notices”), duly executed by the Buyer, in the form of Exhibit F attached hereto; (D) an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form reasonably acceptable to Sellers Buyer Class A Common Stock and Buyer (“Association Assignment”Class B Common Stock payable to such Company Optionholder pursuant to ‎Section 3.1(c)(iii); (Ec) a notice letter to each lessor under Company Unitholder, (i) the shares of Buyer Class V Voting Stock, issuable to such Company Unitholder in respect of the Company Units held by such Company Unitholder pursuant to the Company Merger as provided in ‎Section 3.1(c)(ii), which shares shall be delivered in book-entry form and not certificated; (d) to the Company, a Ground Lease, duly executed by counterpart to each of (i) the Company A&R LLCA, (ii) the Tax Receivable Agreement, (iii) the Investor Rights Agreement, and (iv) the Lock-Up Agreement; (e) to the Company, a duly executed Buyer Bring-Down Certificate from an authorized Person of the Buyer; (f) to the Company and each Blocker, in a duly executed copy of each Blocker Certificate of Merger and the form Buyer Certificate of Exhibit G attached hereto (“Ground Lessor Notices”)Merger; and (Fg) for each Ground Leased Propertyto the Equityholder Representative, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), a duly executed by the Buyer, in substantially the form of Exhibit H hereto; (v) a closing statement in respect copy of the Transferred Assets to be purchased and sold at the Closing, prepared and approved by the Sellers Insight Letter Agreement and the Buyer, consistent with the terms of this Agreement and duly executed by the Buyer (the “Closing Statement”); (vi) such other customary assignments, instruments of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunder; (vii) a closing certificate in the form of Exhibit I attached hereto; (viii) all transfer Tax returns, to the extent required by law and the regulations issued pursuant thereto, in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Insight Blocker Letter Agreement, in each case, as prepared by the relevant Sellers and duly executed by the Buyer; and (ix) such other documents as reasonably requested by the Seller or the Escrow Agent to consummate the Closing; (x) [Reserved]; (xi) [Reserved]; and (xii) [Reserved].

Buyer Deliveries. (a) [Reserved] (b) The Buyer shall deliver have delivered to the following documents at Sellers each of the Closingfollowing: (i) a certificate of the Cash Consideration Amount Buyer dated as of the Closing Date, stating that the preconditions specified in accordance with Section 2.2 7.3(a), Section 7.3(b) and all other amounts due to the Sellers hereunderSection 7.3(d) have been satisfied; (ii) a duly executed and sworn Officer’s Certificate from the Buyer certifying that the Buyer has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (iii) an executed Incumbency Certificate from the Buyer certifying the authority of the officers or authorized signatories certificate of the Buyer (or the general partner dated as of the BuyerClosing Date and duly ‎executed by an authorized officer, where appropriate) to execute this Agreement and the other documents delivered by the Buyer to the Sellers at the Closing; (iv) with respect to each Property: certifying that (A) an assignment attached thereto are (i) true, correct and assumption of landlord’s interest in the Leases (an “Assignment of Leases”), duly executed by the Buyer, in substantially the form of Exhibit D attached hereto; (B) an assignment and assumption complete copies of the Assumed Contracts resolutions or written consents duly adopted, with the required majority, by (an “Assignment of Contracts”), duly executed by aa) the Buyer, in substantially the form of Exhibit E hereto; (C) a notice letter to each Tenant (the “Tenant Notices”), duly executed by the Buyer, in the form of Exhibit F attached hereto; (D) an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form reasonably acceptable to Sellers and Buyer (“Association Assignment”); (E) a notice letter to each lessor under a Ground Lease, duly executed by the Buyer, in the form of Exhibit G attached hereto (“Ground Lessor Notices”); and (F) for each Ground Leased Property, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly executed by the Buyer, in substantially the form of Exhibit H hereto; (v) a closing statement in respect shareholders of the Transferred Assets to be purchased and sold Buyer at the ClosingBuyer Shareholders’ Meeting, prepared and approved by the Sellers and the Buyer, consistent with the terms of this Agreement and duly executed by the Buyer (the “Closing Statement”); (vi) such other customary assignments, instruments of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunder; (vii) a closing certificate in the form of Exhibit I attached hereto; (viii) all transfer Tax returns, to the extent required by law and the regulations issued pursuant thereto, in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of authorizing the consummation of the transactions contemplated by this Agreement, Agreement as major transaction (and the Buyer’s participation in each casethe activities of a legal entity), as prepared a result of which the Buyer acquires or alienates (may acquire or alienate) property, the value of which is fifty percent (50%) or more of the total book value of the Buyer’s assets (which, for the avoidance of doubt, includes authorizing the transactions contemplated by the relevant Sellers Share Pledge, the form of which is attached to this Agreement as Exhibit C) (the “Buyer Shareholders’ Vote Matters”), and duly executed (bb) the Buyer Board Approval, and (ii) true, correct and complete copies of the Buyer’s Organizational ‎Documents, and (B) ‎‎such resolutions or written consents and Organizational ‎Documents of the ‎Buyer are in full ‎‎force and effect as of the date thereof and have not been altered, amended, ‎modified or ‎‎rescinded; (iii) an evidence of the National Bank of Kazakhstan assigning a record registration number to this Agreement in accordance with the applicable Law, either in the form of a stamp on the copy of this Agreement or in other form acceptable to the Sellers; (iv) the Closing Cash Consideration in the amounts set forth opposite each Seller’s name in the columns “Closing Cash Consideration for Transferred Class A Shares” and “Closing Cash Consideration for Transferred Class B Shares” in Exhibit B by wire transfer of immediately available funds in United States dollars; (v) a deed of adherence to the Shareholders’ Agreement signed by the Buyer; and (ixvi) such other documents the Share Pledge, effective as reasonably requested by the Seller or the Escrow Agent to consummate of the Closing; (x) [Reserved]; (xi) [Reserved]; and (xii) [Reserved], duly executed by an authorized signatory of the Buyer.

Buyer Deliveries. At the Closing, Buyer is delivering, or causing to be delivered, and paying, or causing to be paid, by wire transfer in immediately available funds (without any withholding or deduction of any kind except as otherwise provided for in this Agreement or otherwise required by Law), the following: (a) [Reserved]this Agreement, duly executed by Buyer; (b) The Buyer shall deliver a certificate, dated the following documents at Closing Date, signed by the Closing: Secretary or any Assistant Secretary of Buyer, attesting to: (i) the Cash Consideration Amount in accordance with Section 2.2 and all other amounts due to the Sellers hereunder; (ii) a duly executed and sworn Officer’s Certificate from the Buyer certifying that the Buyer has taken completion of all necessary corporate action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (iii) an executed Incumbency Certificate from the by Buyer certifying the authority of the officers or authorized signatories of the Buyer (or the general partner of the Buyer, where appropriate) to execute and deliver this Agreement and the other documents delivered by Buyer Transaction Documents and to consummate the Transactions, and including copies of the Governing Documents of Buyer and resolutions required in connection with this Agreement and any other Buyer Transaction Document and (ii) the good standing (or similar) certificate of Buyer with respect to Buyer’s jurisdiction of organization; (c) evidence that Buyer (or one or more of its Affiliates) has entered into the representation and warranty insurance policy attached hereto as Exhibit E (the “Representation and Warranty Insurance Policy”) pursuant to Section 5.8; (d) the Payoff Amounts to the Sellers at accounts and in the amounts set forth in the Payoff Letters, and the Estimated Closing Transaction Expenses to the accounts and in the amounts set forth in the Estimated Closing Statement, in each case, to the extent not paid by or on behalf of the Company and/or its Affiliates prior to the Closing; (ive) with respect to each Property: (A) an assignment and assumption the Sellers’ Representative, for the benefit of landlord’s interest Sellers, to the account specified in the Leases (an “Assignment of Leases”), duly executed writing by the BuyerSellers’ Representative, in substantially the form of Exhibit D attached hereto; (B) an assignment Sellers’ Representative Amount, to be held and assumption of the Assumed Contracts (an “Assignment of Contracts”), duly executed disbursed by the Buyer, Sellers’ Representative in substantially the form of Exhibit E hereto; (C) a notice letter to each Tenant (the “Tenant Notices”), duly executed by the Buyer, in the form of Exhibit F attached hereto; (D) an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form reasonably acceptable to Sellers and Buyer (“Association Assignment”); (E) a notice letter to each lessor under a Ground Lease, duly executed by the Buyer, in the form of Exhibit G attached hereto (“Ground Lessor Notices”); and (F) for each Ground Leased Property, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly executed by the Buyer, in substantially the form of Exhibit H hereto; (v) a closing statement in respect of the Transferred Assets to be purchased and sold at the Closing, prepared and approved by the Sellers and the Buyer, consistent accordance with the terms of this Agreement and duly executed by the Buyer (the “Closing Statement”); (vi) such other customary assignments, instruments of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunder; (vii) a closing certificate in the form of Exhibit I attached hereto; (viii) all transfer Tax returns, to the extent required by law and the regulations issued pursuant thereto, in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by the relevant Sellers and duly executed by the Buyer; and (ixf) such other documents as reasonably requested to Sellers, according to each Seller’s Pro Rata Portion, to the accounts specified in writing by the Seller or Sellers’ Representative, the Escrow Agent to consummate the Closing; (x) [Reserved]; (xi) [Reserved]; and (xii) [Reserved]Estimated Closing Date Purchase Price.

Buyer Deliveries. (a) [Reserved] (b) The At the Closing, Buyer shall deliver the following documents at the Closingto Seller: (i) A closing certificate, duly executed by Buyer, dated the Cash Consideration Amount Closing Date, in accordance with Section 2.2 form and all other amounts due substance satisfactory to Seller, certifying as to the Sellers hereunderfulfillment of the closing conditions set forth in Section 3.01(a) and (b) hereof; (ii) a duly executed and sworn Officer’s Certificate A certificate of good standing from the Buyer certifying that Florida Secretary of State (long form), a certificate of authorization to conduct business in the Buyer has taken all necessary action State of New York and Secretary's certificate for the Buyer, certifying, inter alia , to authorize the execution of all documents being delivered hereunder capacity and the consummation of all authority of the transactions contemplated hereby and that such authorization has not been revokedparty executing this Agreement, modified or amendedas well as the documents enumerated above, on behalf of the Seller, together with a copy of the authorizing resolutions for this Agreement; (iii) an executed Incumbency Certificate from Evidence, reasonably acceptable to the Buyer certifying the authority Seller, that as of the officers or authorized signatories of Closing Date the Buyer (or the general partner of the Buyer, where appropriate) to execute this Agreement Acquired Company will have obtained appropriate insurance coverage and the other documents delivered by the Buyer to the Sellers at the Closingeach such policy shall have named Seller and its Affiliates as an additional insured; (iv) with respect to each Property: (A) an assignment and assumption of landlord’s interest in the Leases (an “Assignment of Leases”), duly executed by the BuyerA release, in substantially the form of Exhibit D attached hereto; (B) an assignment and assumption of the Assumed Contracts (an “Assignment of Contracts”), duly executed by the Buyer, in substantially the form of Exhibit E hereto; (C) a notice letter to each Tenant (the “Tenant Notices”), duly executed by the Buyer, in the form of Exhibit F attached hereto; (D) an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form substance reasonably acceptable to Sellers Seller, pursuant to which Roman shall have released Seller and Buyer (“Association Assignment”); (E) a notice letter its Affiliates from any and all obligations of Seller and its Affiliates under and pursuant to each lessor under a Ground Leasethat certain Amended and Restated Employment Agreement, duly executed dated on or about January, 2000, by and between the BuyerAcquired Company and Roman, in as the form of Exhibit G attached hereto (“Ground Lessor Notices”); and (F) for each Ground Leased Property, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly executed by the Buyer, in substantially the form of Exhibit H heretosame may have been amended or modified from time to time; (v) a closing statement in respect The Bond provided by Chubb Group of Companies for the Transferred Assets to be purchased and sold at Jamaica 2G job (as further described on Schedule 1.01, the Closing, prepared and approved "Jamaica 2G Bond") which is supported by the Sellers indemnity of KeySpan Corporation will be replaced by a bond issued by Zurich, in the same form as the Jamaica 2G Bond, and in a form and substance acceptable to Seller and the BuyerNew York City Department of Environmental Protection ("DEP"), consistent with and, to the terms of this Agreement extent applicable, any other Governmental Authority, and duly executed by such replacement bond shall be without recourse to KeySpan (as defined below). In addition, DEP shall have surrendered the Buyer (the “Closing Statement”);Jamaica 2G Bond and returned same to Allied. (vi) such other customary assignmentsOn or before the Closing Date, instruments Zurich shall issue its unconditional bond, in the form attached as Schedule 2.06 (b)(vi), for an amount at least equal to $80,000,000 (the "Bond Sum"). Such bond will be issued for the benefit of transferKeySpan Corporation, its subsidiaries and their Affiliates ("KeySpan"), and other documents as shall provide that Zurich shall, upon written notice from KeySpan of any demand made by the Sellers may reasonably require in order Chubb Group of Companies for performance or payment under the KeySpan General Agreement of Indemnity for obligations relating to complete the transactions contemplated hereunderBonds set forth on Schedule 1.01 hereof, promptly satisfy such payment and performance obligations of KeySpan (without recourse to KeySpan) up to an amount equal to the Bond Sum. Any premium payable for such bond shall be paid by Buyer on or before Closing; (vii) a closing certificate in A spreadsheet (Excel based), certified by the form chief financial office of Exhibit I attached heretothe Acquired Company, listing the name, social security number and date of hire of all 401(K) eligible active employees of the Acquired Company as of the date of Closing; (viii) all transfer Tax returns, to the extent required by law and the regulations issued pursuant thereto, in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result Executed counterpart signature pages of the consummation of the transactions contemplated by this Transitional Services Agreement, in each case, as prepared by the relevant Sellers and duly executed by the Buyer; and; (ix) such other documents as reasonably requested by the Seller or the Escrow Agent to consummate the ClosingExecuted Limited Personal Guarantees; (x) [Reserved];A release, in form and substance reasonably acceptable to Seller, pursuant to which Roman shall have released KSI from any and all obligations of KSI under and pursuant to that certain Stock Purchase Agreement, dated as of January 1, 2000, by and between KSI, Roman and the other parties named therein; and (xi) [Reserved]; and (xii) [Reserved]A release, in form and substance reasonably acceptable to Seller, pursuant to which English shall have released KSI from any and all obligations of KSI under and pursuant to that certain Stock Purchase Agreement, dated as of January 1, 2000, by and between KSI, English and the other parties named therein.

Buyer Deliveries. At Closing, Buyer shall deliver, or shall cause to be delivered, the following: (a) [Reserved]pursuant to each Letter of Transmittal duly executed by the Blocker Owner to which such Letter of Transmittal was delivered pursuant hereto, to each such Blocker Owner, such Blocker Owner’s Blocker Owner Merger Consideration (with the shares of Buyer Class A Common Stock and Blocker Owner Earnout Shares issuable to such Blocker Owner in respect of such Blocker Owner’s Blocker Owner Merger Consideration being delivered in book-entry form and not certificated); (b) The pursuant to each Letter of Transmittal duly executed by the Company Unitholder to which such Letter of Transmittal was delivered pursuant hereto, to each such Company Unitholder, such Company Unitholder’s Company Unitholder Merger Consideration, other than the Common Units and the Earnout Common Units to be delivered by the Company pursuant to Section 3.4(a) (with the shares of Buyer shall deliver Class B Voting Stock and the following documents at Earnout Voting Shares issuable to such Company Unitholder as part of such Company Unitholder’s Company Unitholder Merger Consideration being delivered in book-entry form and not certificated); (c) to the Closing: Company and the Equityholder Representative, a duly executed counterpart to each of (i) the Cash Consideration Amount in accordance with Section 2.2 and all other amounts due to Company A&R LLCA, (ii) the Sellers hereunderTax Receivable Agreement, (iii) the Investor Rights Agreement; (iid) to the Company, a duly executed and sworn Officer’s Bring-Down Certificate from the Buyer certifying that the Buyer has taken all necessary action to authorize the execution an authorized Person of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (iii) an executed Incumbency Certificate from the Buyer certifying the authority of the officers or authorized signatories of the Buyer (or the general partner of the Buyer, where appropriate) to execute this Agreement and the other documents delivered by the Buyer to the Sellers at the Closing; (iv) with respect to each Property: (A) an assignment and assumption of landlord’s interest in the Leases (an “Assignment of Leases”), duly executed by the Buyer, in substantially the form of Exhibit D attached hereto; (B) an assignment and assumption of the Assumed Contracts (an “Assignment of Contracts”), duly executed by the Buyer, in substantially the form of Exhibit E hereto; (C) a notice letter to each Tenant (the “Tenant Notices”), duly executed by the Buyer, in the form of Exhibit F attached hereto; (D) an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form reasonably acceptable to Sellers and Buyer (“Association Assignment”); (E) a notice letter to each lessor under a Ground Lease, duly executed by the Buyer, in the form of Exhibit G attached hereto (“Ground Lessor Notices”); and (F) for each Ground Leased Property, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly executed by the Buyer, in substantially the form of Exhibit H hereto; (v) a closing statement in respect of the Transferred Assets to be purchased and sold at the Closing, prepared and approved by the Sellers and the Buyer, consistent with the terms of this Agreement and duly executed by the Buyer (the “Closing Statement”); (vi) such other customary assignments, instruments of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunder; (vii) a closing certificate in the form of Exhibit I attached hereto; (viii) all transfer Tax returns, to the extent required by law and the regulations issued pursuant thereto, in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by the relevant Sellers and duly executed by the Buyer; and (ixe) such other documents to the Company and the Blocker, a copy of the Blocker Certificate of Merger and the Buyer Certificate of Merger, as reasonably requested by filed with the Seller or Delaware Secretary of State, together with certification from the Escrow Agent to consummate Delaware Secretary of State evidencing that the Closing; (x) [Reserved]; (xi) [Reserved]; and (xii) [Reserved]same has been filed with the Delaware Secretary of State.

Buyer Deliveries. (a) [Reserved] (b) The Buyer shall deliver the following documents to Escrow Agent at the Closing: (ia) an assignment and assumption of Seller’s interest in the Cash Consideration Amount Space Leases (the “Assignment of Leases”), duly executed by Buyer in accordance with Section 2.2 and all other amounts due to substantially the Sellers hereunderform of Exhibit A hereto; (iib) an assignment and assumption of Contracts with respect to the Property (the “Assignment of Contracts”) duly executed by Buyer in substantially the form of Exhibit B hereto; (c) a notice letter to the Tenants at the Property (collectively, the “Tenant Notices”) duly executed by Buyer, in substantially the form of Exhibit C attached hereto; (d) an assignment and assumption of all warranties, permits, licenses and intangibles with respect to the Property, duly executed by Buyer in substantially the form of Exhibit D attached hereto (an “Assignment of Licenses, Permits, Warranties and General Intangibles”); (e) such other assignments, instruments of transfer, and other documents as Seller may reasonably require in order to complete the transactions contemplated hereunder, in each case, duly executed by Buyer; (f) a duly executed and sworn Officerofficer’s Certificate certificate from the Buyer certifying that the Buyer has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (iiig) an executed Incumbency Certificate incumbency certificate from the Buyer certifying the authority of the officers or authorized signatories of the Buyer (or the general partner of the Buyer, where appropriate) to execute this Agreement and the other documents delivered by the Buyer to the Sellers Seller at the Closing; (iv) with respect to each Property: (A) an assignment and assumption of landlord’s interest in the Leases (an “Assignment of Leases”), duly executed by the Buyer, in substantially the form of Exhibit D attached hereto; (B) an assignment and assumption of the Assumed Contracts (an “Assignment of Contracts”), duly executed by the Buyer, in substantially the form of Exhibit E hereto; (C) a notice letter to each Tenant (the “Tenant Notices”), duly executed by the Buyer, in the form of Exhibit F attached hereto; (D) an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form reasonably acceptable to Sellers and Buyer (“Association Assignment”); (E) a notice letter to each lessor under a Ground Lease, duly executed by the Buyer, in the form of Exhibit G attached hereto (“Ground Lessor Notices”); and (F) for each Ground Leased Property, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly executed by the Buyer, in substantially the form of Exhibit H hereto; (v) a closing statement in respect of the Transferred Assets to be purchased and sold at the Closing, prepared and approved by the Sellers and the Buyer, consistent with the terms of this Agreement and duly executed by the Buyer (the “Closing Statement”); (vi) such other customary assignments, instruments of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunder; (vii) a closing certificate in the form of Exhibit I attached hereto; (viiih) all transfer Tax tax returns, to the extent required by law and the regulations issued pursuant thereto, in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by the relevant Sellers Seller and duly executed by Buyer; (i) a closing statement prepared and approved by Seller and Buyer, consistent with the terms of this Agreement (the “Closing Statement”) duly executed by Buyer; and (ixj) such other documents as reasonably requested the Beverage Agreement, duly executed by the Seller or the Escrow Agent to consummate the Closing; (x) [Reserved]; (xi) [Reserved]; and (xii) [Reserved]Buyer, if required under Section 3.5(b).

Buyer Deliveries. (a) [Reserved] (b) The Buyer shall execute and deliver to Seller (or cause the execution and delivery of) the following documents at to Seller, prior to or simultaneously with the Closing: (i) the Cash Consideration Amount in accordance with Section 2.2 and all other amounts due to the Sellers hereunderXxxx of Sale executed by Buyer; (ii) a duly executed and sworn Officer’s Certificate from the Buyer certifying that the Buyer has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amendedAssignment Documents; (iii) an executed Incumbency Certificate from the Buyer certifying Stock Certificates for the authority of the officers or authorized signatories of the Buyer (or the general partner of the Buyer, where appropriate) to execute this Agreement and the other documents delivered Shares issued by the Buyer to the Sellers at the ClosingGDI; (iv) with respect to each Property: (A) an assignment and assumption of landlord’s interest the consideration provided for in the Leases (an “Assignment of Leases”Section 2(c)(iii), duly executed by the Buyer, in substantially the form wire transfer of Exhibit D attached hereto; (B) an assignment and assumption of the Assumed Contracts (an “Assignment of Contracts”), duly executed by the Buyer, in substantially the form of Exhibit E hereto; (C) a notice letter to each Tenant (the “Tenant Notices”), duly executed by the Buyer, in the form of Exhibit F attached hereto; (D) an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form reasonably acceptable to Sellers and Buyer (“Association Assignment”); (E) a notice letter to each lessor under a Ground Lease, duly executed by the Buyer, in the form of Exhibit G attached hereto (“Ground Lessor Notices”); and (F) for each Ground Leased Property, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly executed by the Buyer, in substantially the form of Exhibit H heretoimmediately available funds; (v) a closing statement in respect of the Transferred Assets to be purchased and sold at the Closing, prepared and approved by the Sellers and the Buyer, consistent with the terms of this Escrow Agreement and duly executed by the Buyer (the “Closing Statement”)Buyer; (vi) such other customary assignments, instruments of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunderRegistration Rights Agreement executed by GDI; (vii) a closing certificate certificate, dated the Closing Date, of the Secretary or other authorized representative of each of Buyer and GDI: (A) attaching resolutions of the members of Buyer and the Board of Directors and the stockholders, if required, of GDI, in connection with the authorization and approval of the execution, delivery and performance of this Agreement (in the form case of Exhibit I attached heretoBuyer) and the other Transaction Documents to which it is a party; (B) attaching copies, certified by such officer, without personal liability, as true and complete of the Limited Liability Company Agreement of Buyer and of the Bylaws of GDI; (C) setting forth the incumbency of the officer or officers of each of Buyer and GDI who have executed and delivered this Agreement (in the case of Buyer) and each other Transaction Document to which it is a party, including therein a signature specimen of each such officer or officers; (D) attaching copies, certified by the Secretary of State of the State of Delaware, of Buyer's Certificate of Formation and GDI's Articles of Incorporation; (E) certifying, without personal liability, that no action, suit or proceeding is pending before any Governmental Body or arbitrator wherein an unfavorable Order would (1) prevent consummation of any of the transactions contemplated by this Agreement or the other Transaction Documents, (2) cause any of the transactions contemplated by this Agreement or the other Transaction Documents to be rescinded following consummation or (3) affect adversely the right of Buyer to assume the Assumed Liabilities or pay the Purchase Price (and that no such Order is in effect); (viii) all transfer Tax returnsmaterial authorizations, to the extent required by law consents and the regulations issued pursuant thereto, approvals of governments and governmental agencies set forth in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by the relevant Sellers and duly executed by the Buyer; andSchedule 4(c) ------------- hereof; (ix) such other documents as reasonably requested by the Seller or the Escrow Agent to consummate the ClosingLicense Agreement; (x) [Reserved]the Service Agreement; (xi) [Reserved]an opinion of Xxxxxxxx & Xxxxxxxx LLP, counsel to Buyer and GDI, in substantially the form and substance as set forth in Exhibit ------- L; and-- (xii) [Reserved].the Lease; and

Buyer Deliveries. (a) [Reserved] (b) The Buyer shall deliver the following documents at the Closing: (a) with respect to each Owned Property and Leased Property: (i) an assignment and assumption of landlord’s interest in the Cash Consideration Amount Space Leases (an “Assignment of Leases”) duly executed by the Buyer in accordance substantially the form of Exhibit D hereto; (ii) an assignment and assumption of the Assumed Contracts (an “Assignment of Contracts”) duly executed by the Buyer in substantially the form of Exhibit E hereto; and (iii) a notice letter to each Tenant (the “Tenant Notices”) duly executed by the Buyer, in the form of Exhibit F attached hereto. (b) with Section 2.2 respect to each Leased Property, an assignment and all other amounts due assumption of each Ground Lease (the “Ground Lease Assignment”) duly executed by the Buyer in substantially the form of Exhibit G hereto; (c) with respect to the Assumed Loans, the Loan Assumption Documents; and (d) with respect to the transactions contemplated hereunder: (i) such other assignments, instruments of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunder; (ii) a duly executed and sworn OfficerSecretary’s Certificate from the Buyer certifying that the Buyer has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (iii) an executed and acknowledged Incumbency Certificate from the Buyer certifying the authority of the officers or authorized signatories of the Buyer (or the general partner of the Buyer, where appropriate) to execute this Agreement and the other documents delivered by the Buyer to the Sellers at the Closing; (iv) with respect to each Property: (A) an assignment and assumption of landlord’s interest in the Leases (an “Assignment of Leases”), duly executed by the Buyer, in substantially the form of Exhibit D attached hereto; (B) an assignment and assumption of the Assumed Contracts (an “Assignment of Contracts”), duly executed by the Buyer, in substantially the form of Exhibit E hereto; (C) a notice letter to each Tenant (the “Tenant Notices”), duly executed by the Buyer, in the form of Exhibit F attached hereto; (D) an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form reasonably acceptable to Sellers and Buyer (“Association Assignment”); (E) a notice letter to each lessor under a Ground Lease, duly executed by the Buyer, in the form of Exhibit G attached hereto (“Ground Lessor Notices”); and (F) for each Ground Leased Property, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly executed by the Buyer, in substantially the form of Exhibit H hereto; (v) a closing statement in respect of the Transferred Assets to be purchased and sold at the Closing, prepared and approved by the Sellers and the Buyer, consistent with the terms of this Agreement and duly executed by the Buyer (the “Closing Statement”); (vi) such other customary assignments, instruments of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunder; (vii) a closing certificate in the form of Exhibit I attached hereto; (viii) all transfer Tax tax returns, to the extent required by law and Applicable Law which are required to be filed by the regulations issued pursuant theretotransferee of such property, in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared ; (v) an executed closing statement approved by the relevant Sellers and duly executed by the Buyer; and (ixvi) such other documents as reasonably requested by a closing certificate in the Seller or the Escrow Agent to consummate the Closing; (x) [Reserved]; (xi) [Reserved]form of Exhibit L hereto; and (xiie) [Reserved]with respect to Midway Marketplace, an assignment and assumption agreement of the Development Agreement and Shortfall Agreement (each as more particularly described on Schedule 6.1(e) (the “TIF Related Assignments”) duly executed by the applicable Buyer Affiliate Acquiror; and (f) the Escrow Holdback Agreement, duly executed by the Buyer.