Common use of DOCUMENTS TO BE DELIVERED BY SELLER AT THE CLOSING Clause in Contracts

DOCUMENTS TO BE DELIVERED BY SELLER AT THE CLOSING. At the Closing, Seller shall execute, acknowledge and/or deliver or cause to be executed, acknowledged and/or delivered, as applicable, the following to Purchaser or the Title Company: (a) A grant deed (the "Deed") conveying title to the Property in the form of EXHIBIT "B" annexed hereto and made a part hereof. (b) The Assignment and Assumption of Leases and Security Deposits in the form of EXHIBIT "C" annexed hereto and made a part hereof (the "Lease Assignment") pursuant to which Seller will assign to Purchaser all of Seller's right, title and interest, if any, in and to the Leases, all guarantees thereof and the security deposits thereunder in Seller's possession, if any, and Purchaser shall assume all obligations under such Leases as set forth in such Lease Assignment. (c) The Assignment and Assumption of Contracts and Licenses in the form of EXHIBIT "D" annexed hereto and made a part hereof (the "Contract and License Assignment") pursuant to which Seller will assign to Purchaser all of Seller's right, title and interest, if any, in and to (i) all of the assignable licenses, permits, certificates, approvals, authorizations and variances issued for or with respect to the Property by any governmental authority (collectively, the "Licenses") and (ii) all assignable purchase orders, equipment leases, advertising agreements, franchise agreements, license agreements, leasing and brokerage agreements and other service contracts relating to the operation of the Property which have been disclosed in writing to Purchaser prior to the date hereof (collectively, the "Contracts"), and Purchaser shall assume all obligations under such Contracts and Licenses as set forth in the Contract and License Assignment, PROVIDED that Purchaser may notify Seller within 5 days after the date hereof if Purchaser desires Seller to terminate any of the Contracts listed on SCHEDULE "8" prior to the Closing. (d) The Assignment and Assumption of Intangible Property in the form of EXHIBIT "E" annexed hereto and made part hereof (the "Intangible Property Assignment") (the Lease Assignment, the Contract and License Assignment, the Intangible Property Assignment and the Shopping Center Agreement Assignment referred to in clause (q) below are herein referred to collectively as the "A & A Agreements") pursuant to which Seller will assign to Purchaser all of Seller's right, title and interest, if any, in and to the Intangible Property, and Purchaser shall assume all obligations under such Intangible Property as set forth in the Intangible Property Assignment. (e) To the extent in Seller's possession, executed counterparts (or copies of same) of all Leases, Shopping Center Agreements and New Leases and any amendments, guarantees and other documents relating thereto, together with a schedule of all tenant security deposits thereunder and all accrued interest on such security deposits payable to tenants which are in the possession of Seller as either required by law or by the terms of the Lease, if any. In the event any such cash security deposits and the interest thereon payable to tenants are held by a bank, savings bank, trust company or savings and loan association, at Seller's option, Seller shall deliver to Purchaser, in lieu of such checks or credit, an assignment to Purchaser of such deposits and interest and written instructions to the holder thereof to transfer such deposits and interest to Purchaser. With respect to any lease security deposits which are other than cash, Seller shall execute and deliver to Purchaser at the Closing any appropriate instruments of assignment or transfer without warranty or representation. (f) A xxxx of sale in the form of EXHIBIT "F" annexed hereto and made a part hereof (the "Xxxx of Sale") conveying, transferring and selling to Purchaser without warranty or representation all right, title and interest of Seller in and to all Personal Property. It is agreed that the value of such property does not exceed Fifty Thousand and No/100 ($50,000.00) Dollars, that Seller shall prepare any required sales tax return (the "Sales Tax Return"), that such return shall be executed by Purchaser and delivered to Seller at the Closing, that Seller shall file such return and that Purchaser shall pay the sales tax due thereon in accordance with Section 11(c). (g) Notices to the tenants of the Property in the form of EXHIBIT "G" annexed hereto and made a part hereof advising the tenants of the sale of the Property to Purchaser and directing that rents and other payments thereafter be sent to Purchaser or as Purchaser may direct. (h) If required by law or Seller's partnership agreement, copies of any partnership resolutions and/or consents of the partners of Seller authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement certified as true and correct by a general partner of Seller. (i) To the extent in Seller's possession and not already located at the Property or held by Manager or its agents or employees, keys to all entrance doors to, and equipment and utility rooms located in, the Property. 22 (j) To the extent in Seller's possession and not already located at the Property or held by Manager or its agents or employees, all Licenses. (k) To the extent in Seller's possession and not already located at the Property or held by Manager or its agents or employees, executed counterparts of all Contracts (or copies of same) and all warranties in connection therewith which are in effect on the Closing Date and which are assigned by Seller (such items may be delivered to Purchaser at the Property). (l) To the extent in Seller's possession and not already located at the Property or held by Manager or its agents or employees, plans and specifications of the Buildings. (m) The Transfer Tax Payment and the Transfer Tax Return. (n) A "FIRPTA" affidavit sworn to by Seller in the form of EXHIBIT "H" annexed hereto and made a part hereof and any corresponding affidavits required under California law with respect to the sale of real property located in the State of California. Purchaser acknowledges and agrees that upon Seller's delivery of such affidavits, Purchaser shall not withhold any portion of the Purchase Price pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder or any corresponding statutes or regulations under California law.

DOCUMENTS TO BE DELIVERED BY SELLER AT THE CLOSING. At the Closing, Seller shall execute, acknowledge and/or deliver or cause to be executed, acknowledged and/or delivered, as applicable, the following to Purchaser or the Title CompanyPurchaser: (a) Certified copies of resolutions adopted by Seller and each of the Subsidiaries' Boards of Directors evidencing the authorizations described in Section 6.2; (b) One executed and acknowledged Special Warranty Deed, in a form reasonably acceptable to the parties hereto, with respect to each parcel of Owned Real Property listed in Part A grant deed of the Real Property Schedule; AGREEMENT AND PLAN OF REORGANIZATION PAGE 41 (c) Executed Assignment and Assumption Agreements, in forms reasonably acceptable to the "Deed"parties hereto, with respect to any rights appurtenant to the Owned Real Property listed in Part A of the Real Property Schedule which cannot be transferred by deed; (d) conveying One executed Assignment and Assumption Agreement in a form reasonably acceptable to the parties hereto, with respect to each parcel of Leased Real Property listed in Part B of the Real Property Schedule; (e) Executed bills of sale or other appropriate instruments of transfer, in form reasonably acceptable to the parties hereto, with respect to all of the Personal Property, Inventory, Accounts Receivable and any other Assets owned by Seller or any Subsidiaries not transferred or assigned by any other documents or instrument described in this Section; (f) Executed and acknowledged Assignments, in recordable form and reasonably acceptable to Purchaser, sufficient to transfer title to the Property Patents listed as owned by Seller in the Patents and Technology Schedule; (g) Executed and acknowledged Assignments, in forms reasonably acceptable to the parties hereto, with respect to the Technology; (h) Executed copies of each Assignment and Assumption Agreement, in forms reasonably acceptable to the parties hereto, with respect to the assignable and assumable Patent and Technology Licenses granted to Seller by third parties and granted to third parties by Seller; (i) Executed and acknowledged Assignments, in forms reasonably acceptable to the parties hereto, with respect to the assumable and assignable Trademarks owned by Seller listed in the Trademarks and Copyrights Schedule; (j) Executed copies of Assignment and Assumption Agreements, in forms reasonably acceptable to the parties hereto, with respect to the assignable and assumable Trademark Licenses granted to Seller by third parties and granted third parties by Seller; (k) Executed and acknowledged Assignments, in forms reasonably acceptable to the parties hereto, with respect to the Copyrights owned by Seller listed in the Trademarks and Copyrights Schedule; (l) Executed Assignment and Assumption Agreements in a form reasonably acceptable to the parties hereto, with respect to the assignable and assumable Contracts to which Seller or any of the Subsidiaries is a party; (m) Executed documents of assignment or transfer in a form reasonably acceptable to the parties hereto, with respect to each of the transferable permits, licenses and authorizations listed in the Permits and Licenses Schedule; AGREEMENT AND PLAN OF REORGANIZATION PAGE 42 (n) All consents listed in the Consents Schedule; (o) A certificate of an appropriate officer of Seller relating to the representations, warranties and covenants of Seller made herein as provided in Section 9.2 and 9.3; (p) The opinion of counsel for Seller in the form attached hereto as Exhibit 2; (q) Executed copies of EXHIBIT "B" annexed hereto and made a part all individual agreements containing covenants not to compete required pursuant to Section 14.1 hereof. (br) The Assignment and Assumption Copies of Leases and Security Deposits the Registration Rights Agreement, substantially in the form of EXHIBIT "C" annexed attached hereto as Exhibit 6, executed by Purchaser, Seller and made a part hereof (the "Lease Assignment") pursuant to which Seller will assign to Purchaser all each of Seller's right, title and interest, if any, in and to the Leases, all guarantees thereof and the security deposits thereunder in Seller's possession, if any, and Purchaser shall assume all obligations under such Leases as set forth in such Lease Assignmentshareholders. (c) The Assignment and Assumption of Contracts and Licenses in the form of EXHIBIT "D" annexed hereto and made a part hereof (the "Contract and License Assignment") pursuant to which Seller will assign to Purchaser all of Seller's right, title and interest, if any, in and to (i) all of the assignable licenses, permits, certificates, approvals, authorizations and variances issued for or with respect to the Property by any governmental authority (collectively, the "Licenses") and (ii) all assignable purchase orders, equipment leases, advertising agreements, franchise agreements, license agreements, leasing and brokerage agreements and other service contracts relating to the operation of the Property which have been disclosed in writing to Purchaser prior to the date hereof (collectively, the "Contracts"), and Purchaser shall assume all obligations under such Contracts and Licenses as set forth in the Contract and License Assignment, PROVIDED that Purchaser may notify Seller within 5 days after the date hereof if Purchaser desires Seller to terminate any of the Contracts listed on SCHEDULE "8" prior to the Closing. (d) The Assignment and Assumption of Intangible Property in the form of EXHIBIT "E" annexed hereto and made part hereof (the "Intangible Property Assignment") (the Lease Assignment, the Contract and License Assignment, the Intangible Property Assignment and the Shopping Center Agreement Assignment referred to in clause (q) below are herein referred to collectively as the "A & A Agreements") pursuant to which Seller will assign to Purchaser all of Seller's right, title and interest, if any, in and to the Intangible Property, and Purchaser shall assume all obligations under such Intangible Property as set forth in the Intangible Property Assignment. (e) To the extent in Seller's possession, executed counterparts (or copies of same) of all Leases, Shopping Center Agreements and New Leases and any amendments, guarantees and other documents relating thereto, together with a schedule of all tenant security deposits thereunder and all accrued interest on such security deposits payable to tenants which are in the possession of Seller as either required by law or by the terms of the Lease, if any. In the event any such cash security deposits and the interest thereon payable to tenants are held by a bank, savings bank, trust company or savings and loan association, at Seller's option, Seller shall deliver to Purchaser, in lieu of such checks or credit, an assignment to Purchaser of such deposits and interest and written instructions to the holder thereof to transfer such deposits and interest to Purchaser. With respect to any lease security deposits which are other than cash, Seller shall execute and deliver to Purchaser at the Closing any appropriate instruments of assignment or transfer without warranty or representation. (f) A xxxx of sale in the form of EXHIBIT "F" annexed hereto and made a part hereof (the "Xxxx of Sale") conveying, transferring and selling to Purchaser without warranty or representation all right, title and interest of Seller in and to all Personal Property. It is agreed that the value of such property does not exceed Fifty Thousand and No/100 ($50,000.00) Dollars, that Seller shall prepare any required sales tax return (the "Sales Tax Return"), that such return shall be executed by Purchaser and delivered to Seller at the Closing, that Seller shall file such return and that Purchaser shall pay the sales tax due thereon in accordance with Section 11(c). (g) Notices to the tenants of the Property in the form of EXHIBIT "G" annexed hereto and made a part hereof advising the tenants of the sale of the Property to Purchaser and directing that rents and other payments thereafter be sent to Purchaser or as Purchaser may direct. (h) If required by law or Seller's partnership agreement, copies of any partnership resolutions and/or consents of the partners of Seller authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement certified as true and correct by a general partner of Seller. (i) To the extent in Seller's possession and not already located at the Property or held by Manager or its agents or employees, keys to all entrance doors to, and equipment and utility rooms located in, the Property. 22 (j) To the extent in Seller's possession and not already located at the Property or held by Manager or its agents or employees, all Licenses. (k) To the extent in Seller's possession and not already located at the Property or held by Manager or its agents or employees, executed counterparts of all Contracts (or copies of same) and all warranties in connection therewith which are in effect on the Closing Date and which are assigned by Seller (such items may be delivered to Purchaser at the Property). (l) To the extent in Seller's possession and not already located at the Property or held by Manager or its agents or employees, plans and specifications of the Buildings. (m) The Transfer Tax Payment and the Transfer Tax Return. (n) A "FIRPTA" affidavit sworn to by Seller in the form of EXHIBIT "H" annexed hereto and made a part hereof and any corresponding affidavits required under California law with respect to the sale of real property located in the State of California. Purchaser acknowledges and agrees that upon Seller's delivery of such affidavits, Purchaser shall not withhold any portion of the Purchase Price pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder or any corresponding statutes or regulations under California law.

DOCUMENTS TO BE DELIVERED BY SELLER AT THE CLOSING. At the Closing, Seller shall execute, acknowledge and/or deliver or cause to be executed, acknowledged and/or delivered, as applicable, the following to Purchaser or the Title Company: (a) A grant deed (the "Deed") conveying title to the Property in the form of EXHIBIT "B" annexed hereto and made a part hereof. (b) The Assignment and Assumption of Leases and Security Deposits in the form of EXHIBIT "C" annexed hereto and made a part hereof (the "Lease Assignment") pursuant to which Seller will assign to Purchaser all of Seller's right, title and interest, if any, in and to the Leases, all guarantees thereof and the security deposits thereunder in Seller's possession, if any, and Purchaser shall assume all obligations under such Leases as set forth in such Lease Assignment. (c) The Assignment and Assumption of Contracts and Licenses in the form of EXHIBIT "D" annexed hereto and made a part hereof (the "Contract and License Assignment") pursuant to which Seller will assign to Purchaser all of Seller's right, title and interest, if any, in and to (i) all of the assignable licenses, permits, certificates, approvals, authorizations and variances issued for or with respect to the Property by any governmental authority (collectively, the "Licenses") and (ii) all assignable purchase orders, equipment leases, advertising agreements, franchise agreements, license agreements, leasing and brokerage agreements and other service contracts relating to the operation of the Property which have been disclosed in writing to Purchaser prior to the date hereof (collectively, the "Contracts"), and Purchaser shall assume all obligations under such Contracts and Licenses as set forth in the Contract and License Assignment, PROVIDED that Purchaser may notify Seller within 5 days after the date hereof if Purchaser desires Seller to terminate any of the Contracts listed on SCHEDULE "89" prior to the Closing. (d) The Assignment and Assumption of Intangible Property in the form of EXHIBIT "E" annexed hereto and made part hereof (the "Intangible Property Assignment") (the Lease Assignment, the Contract and License Assignment, the Intangible Property Assignment and the Shopping Center Agreement Assignment referred to in clause (qp) below are herein referred to collectively as the "A & A Agreements") pursuant to which Seller will assign to Purchaser all of Seller's right, title and interest, if any, in and to the Intangible Property, and Purchaser shall assume all obligations under such Intangible Property as set forth in the Intangible Property Assignment. (e) To the extent in Seller's possession, executed counterparts (or copies of same) of all Leases, Shopping Center Agreements and New Leases and any amendments, guarantees and other documents relating thereto, together with a schedule of all tenant security deposits thereunder and all accrued interest on such security deposits payable to tenants which are in the possession of Seller as either required by law or by the terms of the Lease, if any. In the event any such cash security deposits and the interest thereon payable to tenants are held by a bank, savings bank, trust company or savings and loan association, at Seller's option, Seller shall deliver to Purchaser, in lieu of such checks or credit, an assignment to Purchaser of such deposits and interest and written instructions to the holder thereof to transfer such deposits and interest to Purchaser. With respect to any lease security deposits which are other than cash, Seller shall execute and deliver to Purchaser at the Closing any appropriate instruments of assignment or transfer without warranty or representation. (f) A xxxx of sale in the form of EXHIBIT "F" annexed hereto and made a part hereof (the "Xxxx of Sale") conveying, transferring and selling to Purchaser without warranty or representation all right, title and interest of Seller in and to all Personal Property. It is agreed that the value of such property does not exceed Fifty Thousand and No/100 ($50,000.00) Dollars, that Seller shall prepare any required sales tax return (the "Sales Tax Return"), that such return shall be executed by Purchaser and delivered to Seller at the Closing, that Seller shall file such return and that Purchaser shall pay the sales tax due thereon in accordance with Section 11(c). (g) Notices to the tenants of the Property in the form of EXHIBIT "G" annexed hereto and made a part hereof advising the tenants of the sale of the Property to Purchaser and directing that rents and other payments thereafter be sent to Purchaser or as Purchaser may direct. (h) If required by law or Seller's partnership agreement, copies of any partnership resolutions and/or consents of the partners of Seller authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement certified as true and correct by a general partner of Seller. (i) To the extent in Seller's possession and not already located at the Property or held by Manager or its agents or employees, keys to all entrance doors to, and equipment and utility rooms located in, the Property. 22. (j) To the extent in Seller's possession and not already located at the Property or held by Manager or its agents or employees, all Licenses. (k) To the extent in Seller's possession and not already located at the Property or held by Manager or its agents or employees, executed counterparts of all Contracts (or copies of same) and all warranties in connection therewith which are in effect on the Closing Date and which are assigned by Seller (such items may be delivered to Purchaser at the Property). (l1) To the extent in Seller's possession and not already located at the Property or held by Manager or its agents or employees, plans and specifications of the Buildings. (m) The Transfer Tax Payment and the Transfer Tax Return. (n) A "FIRPTA" affidavit sworn to by Seller in the form of EXHIBIT "H" annexed hereto and made a part hereof and any corresponding affidavits required under California law with respect to the sale of real property located in the State of California. Purchaser acknowledges and agrees that upon Seller's delivery of such affidavits, Purchaser shall not withhold any portion of the Purchase Price pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder or any corresponding statutes or regulations under California law.

DOCUMENTS TO BE DELIVERED BY SELLER AT THE CLOSING. At the Closing, Seller shall execute, acknowledge and/or deliver or cause to be executed, acknowledged and/or delivered, as applicable, the following to Purchaser or the Title Company: (a) A grant deed (the "Deed") conveying title to the Property in the form of EXHIBIT "B" annexed hereto and made a part hereof. (b) The Assignment and Assumption of Leases and Security Deposits in the form of EXHIBIT "C" annexed hereto and made a part hereof (the "Lease Assignment") pursuant to which Seller will assign to Purchaser all of Seller's right, title and interest, if any, in and to the Leases, all guarantees thereof and the security deposits thereunder in Seller's possession, if any, and Purchaser shall assume all obligations under such Leases as set forth in such Lease Assignment. (c) The Assignment and Assumption of Contracts and Licenses in the form of EXHIBIT "D" annexed hereto and made a part hereof (the "Contract and License Assignment") pursuant to which Seller will assign to Purchaser all of Seller's right, title and interest, if any, in and to (i) all of the assignable licenses, permits, certificates, approvals, authorizations and variances issued for or with respect to the Property by any governmental authority (collectively, the "Licenses") and (ii) all assignable purchase orders, equipment leases, advertising agreements, franchise agreements, license agreements, leasing and brokerage agreements and other service contracts relating to the operation of the Property which have been disclosed in writing to Purchaser prior to the date hereof (collectively, the "Contracts"), and Purchaser shall assume all obligations under such Contracts and Licenses as set forth in the Contract and License Assignment, PROVIDED that Purchaser may notify Seller within 5 days after the date hereof if Purchaser desires Seller to terminate any of the Contracts listed on SCHEDULE Schedule "8" prior to the Closing. (d) The Assignment and Assumption of Intangible Property in the form of EXHIBIT "E" annexed hereto and made part hereof (the "Intangible Property Assignment") (the Lease Assignment, the Contract and License Assignment, the Intangible Property Assignment and Assignment, the Shopping Center Agreement Assignment referred to in clause (qr) below and the Trust Agreement Assignment referred to in clause (s) below are herein referred to collectively as the "A & A Agreements") pursuant to which Seller will assign to Purchaser all of Seller's right, title and interest, if any, in and to the Intangible Property, and Purchaser shall assume all obligations under such Intangible Property as set forth in the Intangible Property Assignment. (e) To the extent in Seller's possession, executed counterparts (or copies of same) of all Leases, Shopping Center Agreements and New Leases and any amendments, guarantees and other documents relating thereto, together with a schedule of all tenant security deposits thereunder and all accrued interest on such security deposits payable to tenants which are in the possession of Seller as either required by law or by the terms of the Lease, if any. In the event any such cash security deposits and the interest thereon payable to tenants are held by a bank, savings bank, trust company or savings and loan association, at Seller's option, Seller shall deliver to Purchaser, in lieu of such checks or credit, an assignment to Purchaser of such deposits and interest and written instructions to the holder thereof to transfer such deposits and interest to Purchaser. With respect to any lease security deposits which are other than cash, Seller shall execute and deliver to Purchaser at the Closing any appropriate instruments of assignment or transfer without warranty or representation. (f) A xxxx of sale in the form of EXHIBIT "F" annexed hereto and made a part hereof (the "Xxxx of Sale") conveying, transferring and selling to Purchaser without warranty or representation all right, title and interest of Seller in and to all Personal Property. It is agreed that the value of such property does not exceed Fifty Thousand and No/100 ($50,000.00) Dollars, that Seller shall prepare any required sales tax return (the "Sales Tax Return"), that such return shall be executed by Purchaser and delivered to Seller at the Closing, that Seller shall file such return and that Purchaser shall pay the sales tax due thereon in accordance with Section 11(c). (g) Notices to the tenants of the Property in the form of EXHIBIT "G" annexed hereto and made a part hereof advising the tenants of the sale of the Property to Purchaser and directing that rents and other payments thereafter be sent to Purchaser or as Purchaser may direct. (h) If required by law or Seller's partnership agreement, copies of any partnership resolutions and/or consents of the partners of Seller authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement certified as true and correct by a general partner of Seller. (i) To the extent in Seller's possession and not already located at the Property or held by Manager or its agents or employees, keys to all entrance doors to, and equipment and utility rooms located in, the Property. 22. (j) To the extent in Seller's possession and not already located at the Property or held by Manager or its agents or employees, all Licenses. (k) To the extent in Seller's possession and not already located at the Property or held by Manager or its agents or employees, executed counterparts of all Contracts (or copies of same) and all warranties in connection therewith which are in effect on the Closing Date and which are assigned by Seller (such items may be delivered to Purchaser at the Property). (l) To the extent in Seller's possession and not already located at the Property or held by Manager or its agents or employees, plans and specifications of the Buildings. (m) The Transfer Tax Payment and the Transfer Tax Return. . (n) A "FIRPTA" affidavit sworn to by Seller in the form of EXHIBIT "H" annexed hereto and made a part hereof and any corresponding affidavits required under California law with respect to the sale of real property located in the State of California. Purchaser acknowledges and agrees that upon Seller's delivery of such affidavits, Purchaser shall not withhold any portion of at the Purchase Price pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder or any corresponding statutes or regulations under California law. (o) the First Mortgage Debt Assumption Agreement. (p) cancellations of all management and leasing agreements relating to the Shopping Center (including, without limitation, the existing management contract with the Manager (the "Management Agreement"). (q) documentation relating to the swap in occupancy by Macy's and Xxxxxxxxxx'x, all of which shall have been executed by Macy's and Xxxxxxxxxx'x, as listed on EXHIBIT "J", annexed hereto and made a part hereof. (r) The Assignment and Assumption of Shopping Center Agreements in the form of EXHIBIT "K" annexed hereto and made a part hereof (the "Shopping Center Agreement Assignment") pursuant to which Seller will assign to Purchaser all of Seller's right, title and interest, if any, in and to the Shopping Center Agreements and Purchaser shall assume all obligations under such Shopping Center Agreements to the extent set forth in the Shopping Center Agreement Assignment. (s) The Assignment and Assumption of Beneficial Interest under Trust Agreement in the form of EXHIBIT "L" annexed hereto and made a part hereof (or such other form as may be reasonably required by the Trustee) (the "Trust Agreement Assignment") pursuant to which Seller will assign to Purchaser all of Seller's right, title and interest in the Trust Agreement and Purchaser shall assume all obligations of Seller under the Trust Agreement to the extent set forth in the Trust Agreement Assignment. (t) All other documents Seller is required to deliver pursuant to the provisions of this Agreement or as may be reasonably required by the Title Company.