Common use of INSTRUMENTS OF CONVEYANCE AND OTHER DOCUMENTS Clause in Contracts

INSTRUMENTS OF CONVEYANCE AND OTHER DOCUMENTS. (a) On or prior to the Closing Date, Landlord shall deposit with Escrow Agent the following documents: (i) the Deed; (ii) a xxxx of sale conveying to Tenant such of Landlord’s personal property as is located at and used in connection with the operation of the Property, except as may be expressly excluded by Landlord; (iii) an assignment and assumption of the tenant leases (the “Assignment of Leases”), pursuant to which Landlord assigns and Tenant assumes all of Landlord’s right, title, and interest as lessor under the tenant leases; (iv) an assignment of the Service Contracts and the Intangible Property (the “Assignment of Service Contracts and Intangible Property”), pursuant to which Landlord assigns and Tenant assumes all of Landlord’s right, title, and interest in and to the service contracts and the intangible property identified by Landlord; (v) a counterpart settlement statement (the “Settlement Statement”) setting forth the Purchase Price and all amounts charged against Landlord; (vi) an affidavit regarding the non-foreign status of Landlord; (vii) a closing certificate (the “Landlord’s Closing Certificate”) stating that, to the actual knowledge of Landlord, there is no default under the covenants, representations and warranties of Landlord contained in this Exhibit and, in addition, that all such representations and warranties are true and correct in all material respects as of the Closing Date as if made on and as of the Closing Date (or specifying in reasonable detail any defaults or exceptions that may then exist, provided that Landlord shall not take any action or omit to take any action that would result in any such default or exception); (viii) a letter to each tenant identified on the rent roll delivered by Landlord to Tenant at Closing, stating that the Property has been conveyed to Tenant as of the Closing Date and advising each tenant that all future payments of rent and all other future correspondence regarding the Property should be delivered to Tenant (the “Tenant Letters”); and (ix) such customary affidavits, evidence and documents as may be reasonably required by Tenant’s title company in order to issue so-called owner’s and lender’s title insurance policies insuring Tenant’s title to the Property, as relate to (i) mechanics’ or materialmen’s liens; (ii) parties in possession; and (iii) the status and capacity of Landlord and the authority of the person or persons who are executing the various documents on behalf of Landlord in connection with the sale of the Property, together with such indemnities as Tenant’s title company may reasonably require mechanics’ and materialmen’s liens for work performed by Landlord or materials incorporated by Landlord into the Property prior to the Closing Date. Notwithstanding any provision herein to the contrary, in the event that Landlord cannot deliver to Tenant at the Closing one or more of the foregoing instruments or any other document or instrument required hereunder to be delivered by Landlord at the Closing, then, unless Tenant waives such failure to deliver in writing, at Landlord’s option by notice given to Tenant not later than the second business day after the Closing, the Closing shall be extended for such period (not to exceed forty-five (45) days) as shall be required for Landlord to deliver such instrument(s) or document(s). If, at the expiration of the extended time, Landlord, after using commercially reasonable efforts (which efforts shall not require the expenditure of money), shall be unable to deliver one or more of such instruments) or document(s), then, at Tenant’s option and as Tenant’s sole remedy, Tenant shall either (i) waive Landlord’s failure to so deliver such instrument(s) and document(s) and close as otherwise contemplated hereunder, or (ii) determine not to proceed to Closing, in which event the Deposit shall forthwith be refunded to Tenant, with the interest earned thereon, and all obligations of the parties hereunder shall terminate except those which specifically survive termination. (b) On or prior to the Closing Date, Tenant shall fully execute and deposit with Escrow Agent the following documents and funds: (i) the Purchase Price, subject to the closing adjustments contemplated hereby; (ii) such evidence or documents as may reasonably be required by Tenant’s title company evidencing the status and capacity of Tenant and the authority of the person or persons who are executing the various documents on behalf of Tenant in connection with the purchase of the Property; (iii) a counterpart Assignment of Leases; (iv) a counterpart Assignment of Service Contracts and Intangible Property; (v) a certificate (“Tenant’s Closing Certificate”) stating that there is no default under the covenants, representations and warranties of Tenant contained in this Exhibit and, in addition, that, to Tenant’s actual knowledge, all such representations and warranties are true and correct in all material respects as of the Closing Date as if made on and as of the Closing Date (or specifying in reasonable detail any defaults or exceptions that may then exist, provided that Tenant shall not take any action or omit to take any action that would result in any such default or exception); and (vi) a counterpart Settlement Statement setting forth the Purchase Price and all amounts applied on behalf of or charged against Tenant.

INSTRUMENTS OF CONVEYANCE AND OTHER DOCUMENTS. (a) On or prior to the Closing Date, Landlord Seller shall fully and properly execute and deposit with Escrow Agent the following documents: (i) a deed (the "Deed") in the form of EXHIBIT J which is attached hereto and made a part of this Agreement, conveying to Buyer or Buyer's nominee fee simple title to the Real Property, free and clear of all liens and encumbrances, except for the Permitted Exceptions; (ii) a xxxx of sale (the "Xxxx of Sale") in the form of EXHIBIT K, which is attached to and made a part of this Agreement, conveying to Tenant such Buyer or Buyer's nominee good title to the Personal Property free and clear of Landlord’s personal property as is located at all liens and used in connection with the operation of the Property, except as may be expressly excluded by Landlordencumbrances; (iii) an assignment and assumption of the tenant leases Tenant Leases (the “"Assignment of Leases”"), pursuant in the form of EXHIBIT L, which is attached to which Landlord assigns and Tenant assumes made a part of this Agreement, assigning to Buyer or Buyer's nominee all of Landlord’s Seller's right, title, and interest as lessor under the tenant leasesTenant Leases; (iv) an assignment of the Service Contracts and the Intangible Property (the “"Assignment of Service Contracts and Intangible Property”"), pursuant in the form of EXHIBIT M, which is attached to which Landlord assigns and Tenant assumes made a part of this Agreement, assigning to Buyer or Buyer's nominee all of Landlord’s Seller's right, title, and interest in and to the service contracts Service Contracts and the intangible property identified by LandlordIntangible Property; (v) a counterpart settlement statement (the “"Settlement Statement”") setting forth the Purchase Price and all amounts charged against Landlordor credited to Buyer and Seller pursuant to Section 12 of this Agreement; (vi) an affidavit in the form of EXHIBIT N, which is attached to and made a part of this Agreement, regarding the non-foreign status of LandlordSeller; (vii) a closing certificate (the “Landlord’s Closing Certificate”) stating that, to authority documents of Seller authorizing the actual knowledge of Landlord, there is no default under the covenants, representations and warranties of Landlord contained in this Exhibit and, in addition, that all such representations and warranties are true and correct in all material respects as sale of the Closing Date as if made on and as of the Closing Date Property (or specifying in reasonable detail any defaults or exceptions that may then exist, provided that Landlord shall not take any action or omit to take any action that would result in any such default or exception"Seller's Authorization"); (viii) a letter to each tenant identified on under the rent roll delivered by Landlord to Tenant at Closing, Leases stating that the Property has been conveyed to Tenant Buyer as of the Closing Date and advising each tenant that all future payments of rent and all other future correspondence regarding the Property should be delivered to Tenant Buyer (the “"Tenant Letters”"); (ix) notice of termination of any agreement with any property manager or leasing agent with respect to the Property; (x) any applicable transfer tax statements; (xi) keys and other access devices for the Property in Seller's possession which shall be delivered outside of Closing; and (ixxii) such customary affidavits, evidence and documents as may be reasonably required by Tenant’s title company in order to issue so-called owner’s and lender’s title insurance policies insuring Tenant’s title to the Property, as relate to three (i3) mechanics’ or materialmen’s liens; (ii) parties in possession; and (iii) the status and capacity of Landlord and the authority executed counterparts of the person or persons who are executing the various documents on behalf of Landlord in connection with the sale of the Property, together with such indemnities as Tenant’s title company may reasonably require mechanics’ and materialmen’s liens for work performed by Landlord or materials incorporated by Landlord into the Property prior to the Closing Date. Notwithstanding any provision herein to the contrary, in the event that Landlord cannot deliver to Tenant at the Closing one or more of the foregoing instruments or any other document or instrument required hereunder to be delivered by Landlord at the Closing, then, unless Tenant waives such failure to deliver in writing, at Landlord’s option by notice given to Tenant not later than the second business day after the Closing, the Closing shall be extended for such period (not to exceed forty-five (45) days) as shall be required for Landlord to deliver such instrument(s) or document(s). If, at the expiration of the extended time, Landlord, after using commercially reasonable efforts (which efforts shall not require the expenditure of money), shall be unable to deliver one or more of such instruments) or document(s), then, at Tenant’s option and as Tenant’s sole remedy, Tenant shall either (i) waive Landlord’s failure to so deliver such instrument(s) and document(s) and close as otherwise contemplated hereunder, or (ii) determine not to proceed to Closing, in which event the Deposit shall forthwith be refunded to Tenant, with the interest earned thereon, and all obligations of the parties hereunder shall terminate except those which specifically survive terminationVacancy Escrow Agreement. (b) On or prior to the Closing Date, Tenant Buyer shall fully and properly execute and deposit with Escrow Agent the following documents and funds: (i) the Purchase Price, subject to the closing adjustments contemplated hereby; (ii) such evidence or documents as may reasonably be required by Tenant’s title company evidencing the status and capacity of Tenant and the authority a counterpart of the person or persons who are executing the various documents on behalf Assignment of Tenant in connection with the purchase of the PropertyLease; (iii) a counterpart Assignment of Leases; (iv) a counterpart the Assignment of Service Contracts and Intangible Property; (viv) a certificate (“Tenant’s Closing Certificate”) stating that there is no default under the covenants, representations and warranties authority documents of Tenant contained in this Exhibit and, in addition, that, to Tenant’s actual knowledge, all such representations and warranties are true and correct in all material respects as Buyer authorizing the purchase of the Closing Date as if made on and as of the Closing Date Property (or specifying in reasonable detail any defaults or exceptions that may then exist, provided that Tenant shall not take any action or omit to take any action that would result in any such default or exception"Buyer's Resolution"); and; (viv) a counterpart Settlement Statement setting forth the Purchase Price and all amounts applied on behalf of or charged against Tenantor credited to Buyer and Seller pursuant to Section 12 of this Agreement; and (vi) three (3) executed counterparts of the Vacancy Escrow Agreement.

INSTRUMENTS OF CONVEYANCE AND OTHER DOCUMENTS. (a) On or prior to the Closing Date, Landlord Seller shall fully and properly execute and deposit with Closing Escrow Agent the following documents: (i) the DeedDeed in the form of Schedule 13(a)(i), which is attached to and made a part of this Agreement; (ii) a xxxx bxxx of sale (the “Bxxx of Sale”) in the form of Schedule 13(a)(ii), which is attached to and made a part of this Agreement, conveying to Tenant such Buyer good title to the Personal Property free and clear of Landlord’s personal property as is located at all liens and used in connection with the operation of the Property, except as may be expressly excluded by Landlordencumbrances; (iii) an assignment and assumption of the tenant leases State Street Leases (the “Assignment of Leases”), in the form of Schedule 13(a)(iii), which is attached to and made a part of this Agreement, pursuant to which Landlord Seller assigns and Tenant Buyer assumes all of LandlordSeller’s right, title, and interest as lessor under the tenant leasesState Street Leases; (iv) an assignment of the License Agreement, Service Contracts and the Intangible Property (the “Assignment of License Agreement, Service Contracts and Intangible Property”), in the form of Schedule 13(a)(iv), which is attached to and made a part of this Agreement, pursuant to which Landlord Seller assigns and Tenant Buyer assumes all of LandlordSeller’s right, title, and interest in and to the service contracts Service Contracts and the intangible property identified by LandlordIntangible Property; (v) a counterpart settlement statement (the “Settlement Statement”) setting forth the Purchase Price and all amounts charged against LandlordSeller pursuant to Section 12 of this Agreement; (vi) an affidavit in the form of Schedule 13(a)(vi), which is attached to and made a part of this Agreement, regarding the non-foreign status of LandlordSeller; (vii) a closing certificate (the “LandlordSeller’s Closing Certificate”) in the form of Schedule 13(a)(vii), which is attached to and made a part of this Agreement, stating that, to the actual knowledge of LandlordSeller, there is no default under the covenants, representations and warranties of Landlord Seller contained in this Exhibit Agreement and, in addition, that all such representations and warranties are true and correct in all material respects as of the Closing Date as if made on and as of the Closing Date (or specifying in reasonable detail any defaults or exceptions that may then exist, provided that Landlord Seller shall not take any action or omit that is reasonably likely to take any action that would result in any such default or exception); (viii) a letter to each tenant identified on the rent roll delivered by Landlord to State Street Tenant at Closing, stating that the Property has been conveyed to Tenant Buyer as of the Closing Date and advising each such tenant that all future payments of rent and all other future correspondence regarding the Property should be delivered to Tenant (the “Tenant Letters”)Buyer; and (ix) such customary affidavits, evidence and documents as may be reasonably required by TenantBuyer’s title company in order to issue so-called owner’s and lender’s title insurance policies insuring TenantBuyer’s title to the Property, as relate to (i) mechanics’ or materialmen’s liens; (ii) parties in possession; and (iii) the status and capacity of Landlord Seller and the authority of the person or persons who are executing the various documents on behalf of Landlord Seller in connection with the sale of the Property, together with such indemnities as Tenant’s title company may reasonably require mechanics’ and materialmen’s liens for work performed by Landlord or materials incorporated by Landlord into the Property prior to the Closing Date. Notwithstanding any provision herein to the contrary, ; provided in the no event that Landlord cannot deliver to Tenant at the Closing one or more of the foregoing instruments or any other document or instrument shall Seller be required hereunder to be delivered by Landlord at the Closing, then, unless Tenant waives such failure to deliver any instrument that shall impose liability upon it or require Seller to undertake any obligations or make any representations not otherwise provided for in writing, at Landlord’s option by notice given to Tenant not later than the second business day after the Closing, the Closing shall be extended for such period (not to exceed forty-five (45) days) as shall be required for Landlord to deliver such instrument(s) or document(s). If, at the expiration of the extended time, Landlord, after using commercially reasonable efforts (which efforts shall not require the expenditure of money), shall be unable to deliver one or more of such instruments) or document(s), then, at Tenant’s option and as Tenant’s sole remedy, Tenant shall either (i) waive Landlord’s failure to so deliver such instrument(s) and document(s) and close as otherwise contemplated hereunder, or (ii) determine not to proceed to Closing, in which event the Deposit shall forthwith be refunded to Tenant, with the interest earned thereon, and all obligations of the parties hereunder shall terminate except those which specifically survive terminationthis Agreement. (b) On or prior to the Closing Date, Tenant Buyer shall fully execute and deposit with Closing Escrow Agent the following documents and funds: (i) the Purchase Price, subject to the closing adjustments contemplated herebyhereby and after a credit for the Deposit and any sums advanced by Buyer to purchase the Defeasance Collateral as provided in Section 5 hereof; (ii) such evidence or documents as may reasonably be required by TenantBuyer’s title company evidencing the status and capacity of Tenant Buyer and the authority of the person or persons who are executing the various documents on behalf of Tenant Buyer in connection with the purchase of the Property; (iii) a counterpart Assignment of Leases; (iv) a counterpart Assignment of Service Contracts and Intangible Property; (v) a certificate (“TenantBuyer’s Closing Certificate”) in the form of Schedule 13(b)(v), which is attached to and made a part of this Agreement, stating that there is no default under the covenants, representations and warranties of Tenant Buyer contained in this Exhibit Agreement and, in addition, that, to Tenant’s the actual knowledgeknowledge of Buyer, all such representations and warranties are true and correct in all material respects as of the Closing Date as if made on and as of the Closing Date (or specifying in reasonable detail any defaults or exceptions that may then exist, provided that Tenant Buyer shall not take any action or omit that is reasonably likely to take any action that would result in any such default or exception); and (vi) a counterpart Settlement Statement setting forth the Purchase Price and all amounts applied on behalf of or charged against TenantBuyer pursuant to Section 12 of this Agreement.

INSTRUMENTS OF CONVEYANCE AND OTHER DOCUMENTS. (a) On or prior to the Closing Date, Landlord Seller shall deposit with Escrow Agent the following documents, fully and properly executed to the extent applicable: (i) the DeedDeed in the form of SCHEDULE 13(A)(I), which is attached to and made a part of this Agreement; (ii) a xxxx bill of sale conveying (the "Bill of Sale") in the form of SCHEXXXX 13(A)(II), whixx xs attached to Tenant such and made a part of Landlord’s personal property as is located at and used in connection with this Agreement, made without warranty other than the operation conveyance to Buyer of good title to the Personal Property, except as may be expressly excluded by Landlordfree and clear of all liens and encumbrances; (iii) an a counterpart assignment and assumption of the tenant leases Tenant Leases (the “"Assignment of Leases”"), in the form of SCHEDULE 13(A)(III), which is attached to and made a part of this Agreement, pursuant to which Landlord Seller assigns and Tenant Buyer assumes all of Landlord’s Seller's right, title, obligations, and interest as lessor under the tenant leasesTenant Leases; (iv) an a counterpart assignment and assumption of the Service Contracts and the Intangible Property (the “"Assignment of Service Contracts and Intangible Property”"), in the form of SCHEDULE 13(A)(IV), which is attached to and made a part of this Agreement, pursuant to which Landlord Seller assigns and Tenant Buyer assumes all of Landlord’s Seller's right, title, obligations and interest in and to the service contracts Service Contracts which are not terminated as hereinabove provided and the intangible property identified by LandlordIntangible Property; (v) a counterpart settlement statement (the “"Settlement Statement”") setting forth the Purchase Price and all amounts charged against LandlordSeller pursuant to SECTION 12 of this Agreement; (vi) an affidavit in the form of SCHEDULE 13(A)(VI), which is attached to and made a part of this Agreement, regarding the non-foreign status of LandlordSeller; (vii) a closing certificate (the “Landlord’s "Seller's Closing Certificate”") in the form of SCHEDULE 13(A)(VII), which is attached to and made a part of this Agreement, stating that, to the actual knowledge of LandlordSeller, there is no default under the covenants, representations and warranties of Landlord Seller contained in this Exhibit Agreement and, in addition, that all such representations and warranties are true and correct in all material respects as of the Closing Date as if made on and as of the Closing Date (or specifying in reasonable detail any defaults or exceptions that may then exist), provided that Landlord shall not take any action or omit subject to take any action that would result each of the limitations and conditions in any such default or exception)SECTION 8 of this Agreement; (viii) a letter to each tenant identified on the rent roll delivered by Landlord to Tenant at ClosingSCHEDULE 1(D) of this Agreement and any other tenant under a lease approved in accordance with SECTION 7(A) hereof, stating that the Property has been conveyed to Tenant Buyer as of the Closing Date and advising each tenant that all future payments of rent due for the period after Closing and all other future correspondence regarding the Property should be delivered to Tenant Buyer (the “"Tenant Letters”"); and; (ix) such customary affidavits, evidence and documents as may be reasonably required by Tenant’s Buyer's title company in order to issue so-called owner’s 's and lender’s 's title insurance policies insuring Tenant’s Buyer's title to the Property, as relate to (i) mechanics’ ' or materialmen’s 's liens; (ii) parties in possession; and (iii) the status and capacity of Landlord Seller and the authority of the person or persons who are executing the various documents on behalf of Landlord Seller in connection with the sale of the Property; and (x) to the extent any security deposit is held by Seller in the form of a letter of credit, the original of such letter of credit together with instruments of transfer required by the issuer in order to have the letter of credit reflect Buyer as beneficiary. Seller shall cooperate with Buyer in obtaining the transfer of any such indemnities as Tenant’s title company may reasonably require mechanics’ letters of credit and materialmen’s liens shall be responsible for work performed by Landlord or materials incorporated by Landlord into all costs incurred in transferring any such letters of credit, such obligations to survive the Property prior to Closing. To the Closing Date. Notwithstanding any provision herein to extent the contrary, security deposit is in the event that Landlord cannot deliver to Tenant at the Closing one form of a promissory note or more of the foregoing instruments or any other document or instrument required hereunder to be delivered by Landlord at the Closing, then, unless Tenant waives such failure to deliver in writing, at Landlord’s option by notice given to Tenant not later than the second business day after the Closinginstrument, the Closing shall be extended for such period (not to exceed forty-five (45) days) as shall be required for Landlord to deliver such instrument(s) original thereof together with an endorsement or document(s). If, at the expiration other appropriate instrument of the extended time, Landlord, after using commercially reasonable efforts (which efforts shall not require the expenditure of money), shall be unable to deliver one or more of such instruments) or document(s), then, at Tenant’s option and as Tenant’s sole remedy, Tenant shall either (i) waive Landlord’s failure to so deliver such instrument(s) and document(s) and close as otherwise contemplated hereunder, or (ii) determine not to proceed to Closing, in which event the Deposit shall forthwith be refunded to Tenant, with the interest earned thereon, and all obligations of the parties hereunder shall terminate except those which specifically survive terminationassignment. (b) On or prior to the Closing Date, Tenant Buyer shall fully execute and deposit with Escrow Agent the following documents and funds: (i) the Purchase Price, subject to the closing adjustments contemplated hereby; (ii) such evidence or documents as may reasonably be required by Tenant’s Buyer's title company evidencing the status and capacity of Tenant Buyer and the authority of the person or persons who are executing the various documents on behalf of Tenant Buyer in connection with the purchase of the Property; (iii) a counterpart Assignment of Leases; (iv) a counterpart Assignment of Service Contracts and Intangible Property; (v) a certificate (“Tenant’s "Buyer's Closing Certificate”") in the form of SCHEDULE 13(B)(V), which is attached to and made a part of this Agreement, stating that there is no default under the covenants, representations and warranties of Tenant Buyer contained in this Exhibit Agreement and, in addition, that, to Tenant’s Buyer's actual knowledge, all such representations and warranties are true and correct in all material respects as of the Closing Date as if made on and as of the Closing Date (or specifying in reasonable detail any defaults or exceptions that may then exist, provided that Tenant shall not take any action or omit to take any action that would result in any such default or exception); and; (vi) a counterpart Settlement Statement setting forth the Purchase Price and all amounts applied on behalf of or charged against TenantBuyer pursuant to SECTION 12 of this Agreement; and (vii) the management and exclusive leasing agreement with Lawler-Wood, LLC.

INSTRUMENTS OF CONVEYANCE AND OTHER DOCUMENTS. (a) On or prior to the Closing Date, Landlord shall deposit with Escrow Agent the following documents: (i) the Deed; (ii) a xxxx of sale conveying to Tenant such of Landlord’s 's personal property as is located at and used in connection with the operation of the Property, except as may be expressly excluded by Landlord; (iii) an assignment and assumption of the tenant leases (the “"Assignment of Leases”"), pursuant to which Landlord assigns and Tenant assumes all of Landlord’s 's right, title, and interest as lessor under the tenant leases; (iv) an assignment of the Service Contracts and the Intangible Property (the “"Assignment of Service Contracts and Intangible Property”"), pursuant to which Landlord assigns and Tenant assumes all of Landlord’s 's right, title, and interest in and to the service contracts and the intangible property identified by Landlord; (v) a counterpart settlement statement (the “"Settlement Statement”") setting forth the Purchase Price and all amounts charged against Landlord; (vi) an affidavit regarding the non-foreign status of Landlord; (vii) a closing certificate (the “"Landlord’s 's Closing Certificate”") stating that, to the actual knowledge of Landlord, there is no default under the covenants, representations and warranties of Landlord contained in this Exhibit and, in addition, that all such representations and warranties are true and correct in all material respects as of the Closing Date as if made on and as of the Closing Date (or specifying in reasonable detail any defaults or exceptions that may then exist, provided that Landlord shall not take any action or omit to take any action that would result in any such default or exception); (viii) a letter to each tenant identified on the rent roll delivered by Landlord to Tenant at Closing, stating that the Property has been conveyed to Tenant as of the Closing Date and advising each tenant that all future payments of rent and all other future correspondence regarding the Property should be delivered to Tenant (the “"Tenant Letters”"); and (ix) such customary affidavits, evidence and documents as may be reasonably required by Tenant’s 's title company in order to issue so-called owner’s 's and lender’s 's title insurance policies insuring Tenant’s 's title to the Property, as relate to (i) mechanics’ ' or materialmen’s 's liens; (ii) parties in possession; and (iii) the status and capacity of Landlord and the authority of the person or persons who are executing the various documents on behalf of Landlord in connection with the sale of the Property, together with such indemnities as Tenant’s 's title company may reasonably require mechanics’ ' and materialmen’s 's liens for work performed by Landlord or materials incorporated by Landlord into the Property prior to the Closing Date. Notwithstanding any provision herein to the contrary, in the event that Landlord cannot deliver to Tenant at the Closing one or more of the foregoing instruments or any other document or instrument required hereunder to be delivered by Landlord at the Closing, then, unless Tenant waives such failure to deliver in writing, at Landlord’s 's option by notice given to Tenant not later than the second business day after the Closing, the Closing shall be extended for such period (not to exceed forty-five (45) days) as shall be required for Landlord to deliver such instrument(s) or document(s). If, at the expiration of the extended time, Landlord, after using commercially reasonable efforts (which efforts shall not require the expenditure of money), shall be unable to deliver one or more of such instruments) or document(s), then, at Tenant’s 's option and as Tenant’s 's sole remedy, Tenant shall either (i) waive Landlord’s 's failure to so deliver such instrument(s) and document(s) and close as otherwise contemplated hereunder, or (ii) determine not to proceed to Closing, in which event the Deposit shall forthwith be refunded to Tenant, with the interest earned thereon, and all obligations of the parties hereunder shall terminate except those which specifically survive termination. (b) On or prior to the Closing Date, Tenant shall fully execute and deposit with Escrow Agent the following documents and funds: (i) the Purchase Price, subject to the closing adjustments contemplated hereby; (ii) such evidence or documents as may reasonably be required by Tenant’s 's title company evidencing the status and capacity of Tenant and the authority of the person or persons who are executing the various documents on behalf of Tenant in connection with the purchase of the Property; (iii) a counterpart Assignment of Leases; (iv) a counterpart Assignment of Service Contracts and Intangible Property; (v) a certificate (“"Tenant’s 's Closing Certificate”") stating that there is no default under the covenants, representations and warranties of Tenant contained in this Exhibit and, in addition, that, to Tenant’s 's actual knowledge, all such representations and warranties are true and correct in all material respects as of the Closing Date as if made on and as of the Closing Date (or specifying in reasonable detail any defaults or exceptions that may then exist, provided that Tenant shall not take any action or omit to take any action that would result in any such default or exception); and (vi) a counterpart Settlement Statement setting forth the Purchase Price and all amounts applied on behalf of or charged against Tenant.

INSTRUMENTS OF CONVEYANCE AND OTHER DOCUMENTS. (a) On or No later than one (1) business day prior to the Closing Date, Landlord Seller shall fully and properly execute and deposit with Escrow Agent the following documents: (i) a grant deed (the “Deed”) and a separate statement (not to be recorded) declaring the documentary transfer tax due thereon, each in the forms of Schedule 13(a)(i), which is attached to and made a part of this Agreement; (ii) a xxxx bxxx of sale conveying (the “Bxxx of Sale”) in the form of Schedule 13(a)(ii), which is attached to Tenant such and made a part of Landlord’s personal property as is located at and used in connection with the operation of the Property, except as may be expressly excluded by Landlordthis Agreement; (iii) an assignment and assumption of the tenant leases Tenant Leases (the “Assignment of Leases”), pursuant in the form of Schedule 13(a)(iii), which is attached to which Landlord assigns and Tenant assumes made a part of this Agreement, assigning to Buyer all of LandlordSeller’s right, title, and interest as lessor under the tenant leasesTenant Leases; (iv) an assignment of the Service Contracts and the Intangible Property (the “Assignment of Service Contracts and Intangible Property”), pursuant in the form of Schedule 13(a)(iv), which is attached to which Landlord assigns and Tenant assumes made a part of this Agreement, assigning to Buyer all of LandlordSeller’s right, title, and interest in and to the service contracts Service Contracts and the intangible property identified by LandlordIntangible Property; (v) a counterpart settlement statement (the “Settlement Statement”) setting forth the Purchase Price and all amounts charged against LandlordSeller pursuant to section 12 of this Agreement; (vi) an affidavit in the form of Schedule 13(a)(vi), which is attached to and made a part of this Agreement and a California Form 593-W, each regarding the non-foreign status of LandlordSeller; (vii) a certificate of the Executive Director of STRS Ohio, authorizing the transactions contemplated hereby (“Seller’s Authorization”); (viii) a closing certificate (the “LandlordSeller’s Closing Certificate”) in the form of Schedule 13(a)(viii), which is attached to and made a part of this Agreement, stating that, to the actual knowledge of Landlord, that there is no default under the covenants, material inaccuracy in representations and warranties of Landlord Seller contained in this Exhibit Agreement and, in addition, that all such representations and warranties are true and correct in all material respects without exception as of the Closing Date as if made on and as of the Closing Date (or specifying in reasonable detail any defaults or exceptions that may then exist, provided that Landlord Seller shall not take any action or omit to take any action that would result in any such default or exception); (viiiix) a letter in a form reasonably acceptable to Buyer to each tenant identified on the rent roll delivered by Landlord to Tenant at ClosingSchedule l(d) of this Agreement, stating that the Property has been conveyed to Tenant Buyer as of the Closing Date and advising each tenant that all future payments of rent and all other future correspondence regarding the Property should be delivered to Tenant Buyer (the “Tenant Letters”); and; (ixx) such reasonable and customary affidavitsowner’s affidavit and indemnities for mechanics’ liens, evidence and documents in each case as may be reasonably required by Tenant’s title company in order the Title Company to issue so-called owner’s the Policy; (xi) the Holdback Escrow Agreement (if applicable); (xii) such other or further instruments of conveyance, sale, assignment, certification, and lender’s title insurance policies insuring Tenant’s transfer, and shall take or cause to be taken such other or further actions as Buyer or Escrow Agent may reasonably request to: (1) vest, confirm, or evidence in Buyer title to the Property, as relate to (i) mechanics’ or materialmen’s liens; (ii) parties in possession; and (iii) the status and capacity of Landlord and the authority all of the person or persons who are executing the various documents on behalf of Landlord in connection with the sale of the PropertyProperty intended to be conveyed, together with such indemnities as Tenant’s title company may reasonably require mechanics’ sold, transferred, assigned, and materialmen’s liens for work performed by Landlord or materials incorporated by Landlord into the Property prior delivered to the Closing Date. Notwithstanding any provision herein to the contraryBuyer under this Agreement; and. (2) effectuate, in the event that Landlord cannot deliver to Tenant at the Closing one or more of the foregoing instruments or any other document or instrument required hereunder to be delivered by Landlord at the Closing, then, unless Tenant waives such failure to deliver in writing, at Landlord’s option by notice given to Tenant not later than the second business day after the Closingmanner, the Closing shall be extended for such period (not to exceed forty-five (45) days) as shall be required for Landlord to deliver such instrument(s) or document(s). If, at the expiration terms and conditions of the extended time, Landlord, after using commercially reasonable efforts (which efforts shall not require the expenditure of money), shall be unable to deliver one or more of such instruments) or document(s), then, at Tenant’s option and as Tenant’s sole remedy, Tenant shall either (i) waive Landlord’s failure to so deliver such instrument(s) and document(s) and close as otherwise contemplated hereunder, or (ii) determine not to proceed to Closing, in which event the Deposit shall forthwith be refunded to Tenant, with the interest earned thereon, and all obligations of the parties hereunder shall terminate except those which specifically survive terminationthis Agreement. (b) On or No later than one (1) business day prior to the Closing Date, Tenant Buyer shall fully execute and deposit with Escrow Agent the following documents and funds: (i) the Purchase Price, subject to the closing adjustments contemplated hereby; (ii) such evidence or documents as may reasonably be required by Tenant’s title company evidencing the status and capacity of Tenant and the authority a certified resolution of the person or persons who are executing general partner of Buyer authorizing the various documents on behalf of Tenant in connection with the purchase of the Propertytransactions contemplated hereby (“Buyer’s Resolution”); (iii) a counterpart Assignment of Leases; (iv) a counterpart Assignment of Service Contracts and Intangible Property; (v) a certificate (“TenantBuyer’s Closing Certificate”) in the form of Schedule 13(b)(iii), which is attached to and made a part of this Agreement, stating that there is no default under the covenants, material inaccuracy in representations and warranties of Tenant Buyer contained in this Exhibit Agreement and, in addition, that, to Tenant’s actual knowledge, that all such representations and warranties are true and correct in all material respects without exception as of the Closing Date as if made on and as of the Closing Date (or specifying in reasonable detail any defaults or exceptions that may then exist, provided that Tenant Buyer shall not take any action or omit to take any action that would result in any such default or exception); and; (viiv) a counterpart Settlement Statement setting forth the Purchase Price and all amounts applied on behalf of or charged against TenantBuyer pursuant to section 12 of this Agreement; (v) the Holdback Escrow Agreement (if applicable); and (vi) such other or further instruments of conveyance, sale, assignment, certification, and transfer, and shall take or cause to be taken such other or further actions Escrow Agent may reasonably request to: (1) vest, confirm, or evidence in Buyer title to all of the Property intended to be conveyed, sold, transferred, assigned, and delivered to Buyer under this Agreement; and (2) effectuate, in any other manner, the terms and conditions of this Agreement.

INSTRUMENTS OF CONVEYANCE AND OTHER DOCUMENTS. (a) On or prior to the Closing Date, Landlord Seller shall fully and properly execute and deposit with Escrow Agent the following documents: (i) the DeedDeed in the form of Schedule 13(a)(i), which is attached to and made a part of this Agreement; (ii) a xxxx of sale (the “Xxxx of Sale”) in the form of Schedule 13(a)(ii), which is attached to and made a part of this Agreement, conveying to Tenant such Buyer good title to the Personal Property free and clear of Landlord’s personal property as is located at all liens and used in connection with the operation of the Property, except as may be expressly excluded by Landlordencumbrances; (iii) an assignment and assumption of the tenant leases Tenant Leases (the “Assignment of Leases”), in the form of Schedule 13(a)(iii), which is attached to and made a part of this Agreement, pursuant to which Landlord Seller assigns and Tenant Buyer assumes all of LandlordSeller’s right, title, and interest as lessor under the tenant leasesTenant Leases; (iv) an assignment of the Service Contracts and the Intangible Property (the “Assignment of Service Contracts and Intangible Property”), in the form of Schedule 13(a)(iv), which is attached to and made a part of this Agreement, pursuant to which Landlord Seller assigns and Tenant Buyer assumes all of LandlordSeller’s right, title, and interest in and to the service contracts Service Contracts and the intangible property identified by LandlordIntangible Property; (v) a counterpart settlement statement (the “Settlement Statement”) setting forth the Purchase Price and all amounts charged against LandlordSeller pursuant to Section 12 of this Agreement; (vi) an affidavit in the form of Schedule 13(a)(vi), which is attached to and made a part of this Agreement, regarding the non-foreign status of LandlordSeller; (vii) a closing certificate (the “LandlordSeller’s Closing Certificate”) in the form of Schedule 13(a)(vii), which is attached to and made a part of this Agreement, stating that, to the actual knowledge of LandlordSeller, there is no default under the covenants, representations and warranties of Landlord Seller contained in this Exhibit Agreement and, in addition, that all such representations and warranties are true and correct in all material respects as of the Closing Date as if made on and as of the Closing Date (or specifying in reasonable detail any defaults or exceptions that may then exist, provided that Landlord Seller shall not take any action or omit to take any action that would result in any such default or exception); (viii) a letter to each tenant identified on the rent roll delivered by Landlord to Tenant at ClosingSchedule 1(d) of this Agreement and any other tenant under a lease approved in accordance with Section 7(a) hereof, stating that the Property has been conveyed to Tenant Buyer as of the Closing Date and advising each tenant that all future payments of rent and all other future correspondence regarding the Property should be delivered to Tenant Buyer (the “Tenant Letters”); and (ix) such customary affidavits, evidence and documents as may be reasonably required by TenantBuyer’s title company in order to issue so-called owner’s and lender’s title insurance policies insuring TenantBuyer’s title to the Property, as relate to (i) mechanics’ or materialmen’s liens; (ii) parties in possession; and (iii) the status and capacity of Landlord Seller and the authority of the person or persons who are executing the various documents on behalf of Landlord Seller in connection with the sale of the Property. (x) the State Street Certificate and the Parking Garage Certificate, together with such indemnities in the form required hereby, as Tenant’s title company may reasonably require mechanics’ executed and materialmen’s liens for work performed delivered by Landlord or materials incorporated by Landlord into the Property prior to the Closing DateState Street Tenant and Valet Park of New England, Inc., respectively. Notwithstanding any provision herein of this Agreement to the contrary, in the event that Landlord Seller cannot deliver to Tenant Buyer at the Closing one or more of the foregoing instruments or any other document or instrument required hereunder under this Agreement to be delivered by Landlord Seller at the Closing, then, unless Tenant waives such failure to deliver in writing, at LandlordSeller’s option by notice given to Tenant Buyer not later than the second business day after the Closing, the Closing shall be extended for such period (not to exceed forty-five thirty (4530) days) as shall be required for Landlord Seller to deliver such instrument(s) or document(s). If, at the expiration of the extended time, LandlordSeller, after using commercially reasonable efforts (which efforts shall not require the expenditure of money), shall be unable to deliver one or more of such instrumentsinstrument(s) or document(s), then, at TenantBuyer’s option and as TenantBuyer’s sole remedy, Tenant Buyer shall either (i) waive LandlordSeller’s failure to so deliver such instrument(s) and document(s) and close as otherwise contemplated hereunder, or (ii) determine not to proceed to Closingcancel this Agreement, in which event the Deposit shall forthwith be refunded to TenantBuyer, with the interest earned thereon, and all obligations of the parties hereunder shall terminate except those which specifically survive termination. (b) On or prior to the Closing Date, Tenant Buyer shall fully execute and deposit with Escrow Agent the following documents and funds: (i) the Purchase Price, subject to the closing adjustments contemplated hereby; (ii) such evidence or documents as may reasonably be required by TenantBuyer’s title company evidencing the status and capacity of Tenant Buyer and the authority of the person or persons who are executing the various documents on behalf of Tenant Buyer in connection with the purchase of the Property; (iii) a counterpart Assignment of Leases; (iv) a counterpart Assignment of Service Contracts and Intangible Property; (v) a certificate (“TenantBuyer’s Closing Certificate”) in the form of Schedule 13(b)(v), which is attached to and made a part of this Agreement, stating that there is no default under the covenants, representations and warranties of Tenant Buyer contained in this Exhibit Agreement and, in addition, that, to Tenantthe best of Buyer’s actual knowledge, all such representations and warranties are true and correct in all material respects as of the Closing Date as if made on and as of the Closing Date (or specifying in reasonable detail any defaults or exceptions that may then exist, provided that Tenant Buyer shall not take any action or omit to take any action that would result in any such default or exception); and (vi) a counterpart Settlement Statement setting forth the Purchase Price and all amounts applied on behalf of or charged against TenantBuyer pursuant to Section 12 of this Agreement.