Common use of Purchaser’s Closing Documents Clause in Contracts

Purchaser’s Closing Documents. Except where expressly provided otherwise, at least two (2) Business Days before the Closing Date, subject to the terms and conditions of this Agreement, the Purchaser shall deliver or cause to be delivered to the Vendor’s Solicitors (except where expressly provided otherwise) the following, duly executed by the Purchaser where it is a party thereto: (a) the adjusted Balance (to be delivered on the Closing Date to the Title Insurer or Vendor’s Solicitors, at Purchaser’s option); (b) those documents and agreements described in Section 5.2 to which the Purchaser is a party; (c) a purchaser’s statement of adjustments; (d) the Landlord BCLC Agreement(s); (e) any documents or deliveries contemplated to be delivered by the Purchaser as landlord to the Master Lease Tenant as tenant pursuant to any of the Grand Villa Master Lease, the Cascades Master Lease, and the Starlight Master Lease, including without limitation any documents specifically contemplated thereby that may be required in connection with the Master Lease Tenant’s financing of its leasehold interest, including a Landlord Lender Agreement, provided that, in each case, the Vendor provides written Notice to the Purchaser specifically requiring same, no later than ten (10) Business Days prior to Closing; (f) any assumptions or notices specifically required of the Purchaser by the terms of the Permitted Encumbrances; (g) the Corporate Certificate re: Purchaser; (h) the GST Declaration and Indemnity; (i) the Comfort Letters executed by the applicable Landlord; (j) an assignment and assumption of Permitted Encumbrances, in form and substance reasonably acceptable to the Vendor and the Purchaser, with respect to all applicable contractual Permitted Encumbrances, for which the applicable Permitted Encumbrances shall be agreed upon by the Vendor and the Purchaser prior to the Purchaser’s Condition Date; (k) a notice and direction to the applicable Governmental Authority directing that payment of all property tax vacancy credits or rebates for the period prior to or after Closing to be continued to be made to the Vendor (or the Master Lease Tenant as applicable); (l) an assignment and assumption of the Nominee Ground Leases; (m) the Option Agreements; (n) the Easement; and (o) all other documents which the Vendor reasonably requests to give effect to the Transaction and to result in the proper assumption of the Subject Assets by the Purchaser; and such other closing documents as may be requested by the Vendor, acting reasonably, whether or not similar to the foregoing.

Purchaser’s Closing Documents. Except where expressly provided otherwise, at At least two one (21) Business Days before Day prior to the Closing Date, subject Purchaser will deliver the following Closing Documents to Escrow Agent, in escrow, for inspection by Seller in the terms offices of Escrow Agent and conditions of this Agreement, for further delivery by Escrow Agent to Seller at the Purchaser shall deliver or cause to be delivered to the Vendor’s Solicitors (except where expressly provided otherwise) the following, duly executed by the Purchaser where it is a party theretoClosing: (a) an original assignment and assumption of Seller's rights and obligations under the adjusted Balance Loan Documents and the Judgments, in the form of Exhibit F to this Agreement, executed in counterpart by Purchaser (to be delivered on the Closing Date to the Title Insurer or Vendor’s Solicitors, at Purchaser’s option"Assumption Agreement"); (b) those documents original letters addressed to Lavipharm, TPG and agreements described Xxxxx notifying them of the transfer of the applicable Loan to Purchaser and directing them to make all debt service and any other payments required under the applicable Loan from and after the Closing Date to Purchaser or Purchaser's designee, substantially in Section 5.2 the form of Exhibit G to which this Agreement, executed in counterpart by Purchaser (the Purchaser is a party;"Borrower Notice Letters"); and (c) a purchaser’s statement certificate of adjustments;Purchaser certifying (i) as to the incumbency of the signatories authorized to execute this Agreement and the Closing Documents required to be executed and delivered by Purchaser on behalf of Purchaser and (ii) that the execution of this Agreement and the Closing Documents and the consummation of the transaction contemplated by this Agreement have been duly authorized, executed by the Secretary or Assistant Secretary of Purchaser. (d) any declaration or other statement which may be required to be submitted to the Landlord BCLC Agreement(s)local assessor with respect to the terms of the sale of the Atlanta Property; (e) any documents or deliveries contemplated to be delivered by the Purchaser as landlord to the Master Lease Tenant as tenant a Proration Schedule prepared pursuant to any of the Grand Villa Master Lease, the Cascades Master Lease, and the Starlight Master Lease, including without limitation any documents specifically contemplated thereby that may be required in connection with the Master Lease Tenant’s financing of its leasehold interest, including a Landlord Lender Agreement, provided that, in each case, the Vendor provides written Notice to the Purchaser specifically requiring same, no later than ten (10) Business Days prior to ClosingSection 3.9(a). executed by Purchaser; (f) any assumptions or notices specifically required a countersigned counterpart of the Purchaser by Xxxx of Sale in the terms form attached as Exhibit "H" (the "Xxxx of the Permitted Encumbrances;Sale"); and (g) the Corporate Certificate re: Purchaser; (h) the GST Declaration and Indemnity; (i) the Comfort Letters executed by the applicable Landlord; (j) an assignment and assumption of Permitted Encumbrances, in form and substance reasonably acceptable to the Vendor and the Purchaser, with respect to all applicable contractual Permitted Encumbrances, for which the applicable Permitted Encumbrances shall be agreed upon by the Vendor and the Purchaser prior to the Purchaser’s Condition Date; (k) a notice and direction to the applicable Governmental Authority directing that payment of all property tax vacancy credits or rebates for the period prior to or after Closing to be continued to be made to the Vendor (or the Master Lease Tenant as applicable); (l) an assignment and assumption of the Nominee Ground Leases; (m) the Option Agreements; (n) the Easement; and (o) all such other documents which the Vendor reasonably requests to give effect to the Transaction and to result in the proper assumption of the Subject Assets by the Purchaser; and such other closing documents instruments as may be reasonably requested by Seller or by the Vendor, acting reasonably, whether or not similar Escrow Agent in order to the foregoingconsummate this transaction.

Purchaser’s Closing Documents. Except where expressly provided otherwise, at least two (2) Business Days before On the Closing Date, subject to the terms and conditions of this Agreement, the Purchaser shall deliver or cause the following items and documents to be delivered to the Vendor’s Solicitors (except where expressly provided otherwise) the following, Seller duly executed and, where applicable, acknowledged by Xxxxxxxxx (or as appropriate, the Purchaser where it is a party thereto:Board of Managers or Principal Unit Owner): (a) the Balance required pursuant to Section 2.02(c), as adjusted Balance (to be delivered on for apportionments under Article 12 and any other credits against the Closing Date to the Title Insurer or Vendor’s Solicitors, at Purchaser’s option)Purchase Price expressly provided for in this Agreement; (b) those documents and agreements described in Section 5.2 to which the Purchaser is a partyLease; (c) a purchaser’s statement an estoppel certificate executed by the Board of adjustmentsManagers (as defined in the Declaration) dated as of the Closing Date with respect to the Unit of the nature contemplated by Section 31.A of the Declaration; (d) real estate transfer tax returns of Purchaser with respect to the Landlord BCLC Agreement(s)sale of the Unit; (e) any documents or deliveries contemplated to be delivered by the Purchaser as landlord to the Master Lease Tenant as tenant pursuant to any checks of the Grand Villa Master Leasenature described in Section 7.05 (or wire transfer of immediately available funds) in payment of all amounts payable by Purchaser under Section 7.05, the Cascades Master Lease, Section 13.02 and the Starlight Master Lease, including without limitation any documents specifically contemplated thereby that may be required in connection with the Master Lease Tenant’s financing of its leasehold interest, including a Landlord Lender Agreement, provided that, in each case, the Vendor provides written Notice to the Purchaser specifically requiring same, no later than ten (10) Business Days prior to ClosingSection 13.03; (f) any assumptions or notices specifically required a certificate of Principal Unit Owner (i) setting forth that the sale to Purchaser is not prohibited by Section 21.1B of the Purchaser by Declaration and (ii) waiving its rights, if any, with respect to the terms transaction contemplated hereby under Sections 21.3, 21.4 and 21.5 of the Permitted EncumbrancesDeclaration; (g) a notice of sale pursuant to Section 21.1(D) of the Corporate Certificate re: PurchaserDeclaration in the form attached hereto as Exhibit F; (h) a certificate, dated as of the GST Declaration Closing Date, from Purchaser stating that the representations and Indemnitywarranties of Purchaser contained in this Agreement are true and correct in all material respects as of the Closing Date, except to the extent Purchaser has identified in such certificate any such representations and warranties (other than those set forth in Section 8.03(b)) which are no longer, true and correct and the state of facts giving rise to the change do not constitute a breach by Purchaser of its obligations hereunder and would not cause a material adverse effect on any of Purchaser's obligations hereunder; (i) in the Comfort Letters event that the Unit shall be encumbered by a mortgage or similar lien, a subordination, non-disturbance and attornment agreement with respect to the Lease executed and acknowledged by the applicable Landlordholder thereof substantially in form and substance of the form attached hereto as Exhibit I; (j) an assignment a power of attorney executed and assumption acknowledged by Purchaser granting to the Board of Permitted Encumbrances, Managers the authority to act on behalf of Purchaser to the extent set forth in the Declaration and otherwise in form and substance reasonably acceptable satisfactory to the Vendor Seller and the Purchaser, with respect to all applicable contractual Permitted Encumbrances, for which the applicable Permitted Encumbrances shall be agreed upon by the Vendor and the Purchaser prior to the Purchaser’s Condition Date;Title Company; and (k) a notice and direction to the applicable Governmental Authority directing that payment of all property tax vacancy credits or rebates for the period prior to or after Closing to be continued to be made to the Vendor (or the Master Lease Tenant as applicable); (l) an assignment and assumption of the Nominee Ground Leases; (m) the Option Agreements; (n) the Easement; and (o) all any other documents which the Vendor or payments required by this Agreement or reasonably requests to give effect to the Transaction and to result in the proper assumption of the Subject Assets by the Purchaser; and such other closing documents as may be requested by the Vendor, acting reasonably, whether or not similar Title Company to the foregoingbe delivered by Purchaser.

Purchaser’s Closing Documents. Except where expressly provided otherwise, at least two (2) Business Days before the Closing Date, subject to the terms and conditions of this Agreement, the Purchaser shall deliver or cause to be delivered to Escrow Agent the Vendor’s Solicitors following documents (except where expressly provided otherwisethe "Purchaser's Closing Documents"): (A) the followingDeed, duly executed and acknowledged by Purchaser and in recordable form; (B) the Lot 3 Option Agreement, executed and acknowledged by Purchaser; (C) the Memorandum of Lot 3 Option Agreement (as defined in Section 18 below), executed and acknowledged by Purchaser and in recordable form; (D) the Assignment of Wastewater Capacity, executed and acknowledged by Purchaser; (E) the Grant of Lot 3 Access Easement, executed and acknowledged by Purchaser and in recordable form; (F) the Xxx 0/Xxx 0 Xxxxxxx Xxxxxxxxxxxx Xxxxxxxxx, executed and acknowledged by Purchaser; (G) the Lot 4 Unit Count Declaration, executed and acknowledged by Purchaser and in recordable form; (H) the Assignment of SMA Requirements Agreement, executed and acknowledged by Purchaser; (I) the Assignment of Water Quality Monitoring Right of Entry, executed and acknowledged by Purchaser; (J) the Trade Name License Agreement, executed by the Purchaser where it is a party thereto:Purchaser; (aK) the adjusted Balance Purchaser' Certificates (to be delivered on the Closing Date to the Title Insurer or Vendor’s Solicitors, at Purchaser’s optionas defined in Section 15(c) below); (bL) those documents and agreements described a certificate of the corporate secretary of the General Partner (as defined in Section 5.2 to which 15(c) below) stating that the Purchaser is a partyPurchaser's Resolutions (as defined Section 15(c) below) were duly adopted by the General Partner's board of directors and evidencing the incumbency of the officers executing this Agreement and the Purchaser's Closing Documents on behalf of the General Partner, as Purchaser's general partner; (cM) a purchaser’s statement of adjustments; (d) the Landlord BCLC Agreement(s); (e) any documents or deliveries contemplated to be delivered by the Purchaser as landlord to the Master Lease Tenant as tenant pursuant to any such other evidence of the Grand Villa Master Lease, authority of Purchaser and/or its officers and representatives as the Cascades Master Lease, and the Starlight Master Lease, including without limitation any documents specifically contemplated thereby that title company or Seller may be required reasonably request in connection with the Master Lease Tenant’s financing of its leasehold interest, including a Landlord Lender Agreement, provided that, in each case, the Vendor provides written Notice to the Purchaser specifically requiring same, no later than ten (10) Business Days prior to Closing; (f) any assumptions or notices specifically required of the Purchaser by the terms of the Permitted Encumbrances; (gN) the Corporate Certificate re: Purchase Money Note, executed and acknowledged by Purchaser; (h) the GST Declaration and Indemnity; (i) the Comfort Letters executed by the applicable Landlord; (j) an assignment and assumption of Permitted Encumbrances, in form and substance reasonably acceptable to the Vendor and the Purchaser, with respect to all applicable contractual Permitted Encumbrances, for which the applicable Permitted Encumbrances shall be agreed upon by the Vendor and the Purchaser prior to the Purchaser’s Condition Date; (k) a notice and direction to the applicable Governmental Authority directing that payment of all property tax vacancy credits or rebates for the period prior to or after Closing to be continued to be made to the Vendor (or the Master Lease Tenant as applicable); (l) an assignment and assumption of the Nominee Ground Leases; (m) the Option Agreements; (n) the Easement; and (o) all other documents which the Vendor reasonably requests to give effect to the Transaction and to result in the proper assumption of the Subject Assets by the Purchaser; and such other closing documents as may be requested by the Vendor, acting reasonably, whether or not similar to the foregoing.

Purchaser’s Closing Documents. Except where expressly provided otherwiseAt each Closing, at least two (2) Business Days before the Closing Date, subject with respect to the terms and conditions of this AgreementAssets to be transferred at such Closing, the Purchaser Purchasers shall deliver or cause to be delivered to Escrow Agent the Vendor’s Solicitors following (except where expressly provided otherwise) the following, duly executed by the Purchaser where it is a party thereto:being hereby acknowledged that Purchasers’ obligations under this Section 3.5 and Sellers’ obligations under Section 3.4 shall be deemed to be concurrent conditions): (a) With respect to each of the adjusted Balance Assets: (i) a certificate of each of the Purchasers’ Secretary or Assistant Secretary, certifying as to the incumbency of the signatories authorized to execute this Agreement and the Transaction Documents required to be executed and delivered by such Purchaser on behalf of such Purchaser; (ii) certified copies of the corporate resolutions of each of the Purchasers authorizing the execution of this Agreement and the Transaction Documents required to be executed and delivered by such Purchaser and the consummation of the transactions contemplated by this Agreement; (iii) a certificate of each of the Purchasers certifying that all representations and warranties made by such Purchasers in this Agreement remain true, correct and complete in all respects on the applicable Closing Date as though the representations and warranties were made on and as of such Closing Date; (iv) a fully executed counterpart of the Trimont Substitute Servicing Agreement; (v) the Settlement Statement for the applicable Assets, executed by the applicable Purchasers; and (vi) a fully executed Custodial Agreement. (b) With respect to each Mortgage Loan: (i) an executed receipt for the Asset Files relating to such Mortgage Loan, substantially in the form of Exhibit Q, or if such documents are being “delivered” through an acknowledgement by Custodian that it has possession of the Asset Files, written confirmation from Custodian that from and after the applicable Closing Date it will hold the Asset Files on behalf of, and exclusively for the benefit of, Purchasers; (ii) for each Mortgage Loan, an executed assumption of Sellers’ rights and obligations under the related Loan Documents, Escrow Amounts, Deposit Accounts, and other reserves with respect to the Mortgage Loan, and, if the applicable Seller is the “agent” under such Mortgage Loan, such assignment shall assign to the applicable Purchaser the “agent” role with respect to the applicable Mortgage Loan, and such assignment shall be substantially in the form of Exhibit G with such changes thereto as are necessary to conform the same to any requirements in the documents being assigned thereby; provided, however, that, with respect to the Asset identified as Mortgage 5 on Schedule 2.2, the applicable Seller will retain the role of “agent” in accordance with Section 15.04 of the related Loan Agreement, unless the Agent Release has been obtained; (iii) if applicable, a transferee certificate of the applicable Purchaser certifying that as of the applicable Closing Date such Purchaser is a Qualified Transferee; (iv) for each Mortgage Loan, an executed letter substantially in the form of Exhibit H, addressed to the applicable Borrower and any applicable guarantors notifying such Borrower and such guarantors of the transfer to the applicable Purchaser of the Mortgage Loan and directing such Borrower to make all debt service and any other payments required to be paid directly to the applicable Seller under the Mortgage Loan from and after the applicable Closing Date to the Title Insurer applicable Purchaser or Vendor’s Solicitors, at such Purchaser’s option)designee; (bv) those documents and agreements described in Section 5.2 for each Mortgage Loan relating to which the Purchaser is a party; (c) a purchaser’s statement of adjustments; (d) the Landlord BCLC Agreement(s); (e) any documents or deliveries contemplated to be delivered by the Purchaser as landlord to the Master Lease Tenant as tenant pursuant to any of the Grand Villa Master Leasehospitality asset, the Cascades Master Lease, and the Starlight Master Lease, including without limitation any documents specifically contemplated thereby that may be required in connection with the Master Lease Tenant’s financing of its leasehold interest, including a Landlord Lender Agreement, provided that, in each case, the Vendor provides written Notice to the Purchaser specifically requiring same, no later than ten (10) Business Days prior to Closing; (f) any assumptions or notices specifically required of the Purchaser by the terms of the Permitted Encumbrances; (g) the Corporate Certificate re: Purchaser; (h) the GST Declaration and Indemnity; (i) the Comfort Letters executed by the applicable Landlord; (j) an assignment and assumption of Permitted Encumbrancesthe applicable Seller’s rights and obligations under any related franchisor comfort letter, manager subordination, nondisturbance and attornment agreement or other similar agreements relating to such hospitality asset, unless such document is expressly not assignable to the applicable Purchaser by its terms, executed by the applicable Purchaser, either in the form required under the applicable agreement, or if there is no required form of assignment and assumption, in a form mutually acceptable to the applicable Purchaser and the applicable Seller, in their reasonable discretion; (vi) for each Mortgage Loan relating to a hospitality asset, notice letters, executed by the applicable Purchaser, to the related hotel franchisor and/or the related hotel manager for the applicable Underlying Property advising each such third party of the assignment of the Mortgage Loan; (vii) for each Mortgage Loan with respect to which there exists one (1) or more mezzanine loans (whether or not they are Mezzanine Loans to be sold under this Agreement), an executed letter substantially in the form of Exhibit I, addressed to the holder(s) of the applicable mezzanine loan(s) notifying such mezzanine lender(s) of the transfer of the related Mortgage Loan to the applicable Purchaser and enclosing an original executed assumption of the applicable Seller’s rights and obligations under the related Intercreditor Agreement with respect to such Mortgage Loan; (viii) for each Mortgage Loan, an executed notice letter, if applicable, notifying all third parties under any related Intercreditor Agreement, Co-Lender Agreement, interest rate cap agreement (e.g., collateral assignment agreement) and each cash management or lockbox agreement of the transfer of such Mortgage Loan, together with an executed assumption of all of Sellers’ rights and obligations thereunder pursuant to an assignment and assumption agreement mutually acceptable to the applicable Seller and the applicable Purchaser; (ix) for each Mortgage Loan, a notice letter, executed by the applicable Purchaser, substantially in the form of Exhibit J, if applicable, notifying all third parties under any related cash management agreement, deposit account agreement, clearing account agreement, lockbox agreement or similar agreement of the transfer of the Mortgage Loan and Sellers’ rights under any Deposit Accounts, together with an assignment of all of Sellers’ rights and obligations thereunder pursuant to an assignment and assumption agreement, executed by the applicable Purchaser, mutually acceptable to the applicable Seller and Purchaser; and (x) such other documents as shall be reasonably necessary or appropriate to consummate the transactions contemplated by this Agreement with respect to the transfer of the applicable Mortgage Loan, each in form and substance reasonably acceptable to the Vendor applicable Purchasers. (c) With respect to each Mezzanine Loan: (i) an executed receipt for the Asset Files relating to such Mezzanine Loan, in the form of Exhibit Q, or if such documents are being “delivered” through an acknowledgement by Custodian that it has possession of the Asset Files, written confirmation from Custodian that from and after the Purchaserapplicable Closing Date it will hold the Asset Files on behalf of, and exclusively for the benefit of, Purchasers; (ii) an executed assumption of the applicable Seller’s rights and obligations under the related Loan Documents, the Intercreditor Agreement and any Escrow Amounts, Deposit Accounts, reserves and other accounts with respect to all applicable contractual Permitted Encumbrancessuch Mezzanine Loan, for which and, if the applicable Permitted Encumbrances Seller is the “agent” under such Mezzanine Loan, such assignment shall assign to the applicable Purchaser the “agent” role with respect to the applicable Mezzanine Loan, and such assignment shall be agreed upon by in the Vendor and form of Exhibit L, with such changes thereto as are necessary to conform the Purchaser prior same to any requirements in the Purchaser’s Condition Datedocuments being assigned thereby; (kiii) a notice and direction an executed letter substantially in the form of Exhibit M, addressed to the applicable Governmental Authority Borrower and to any applicable guarantors notifying such Borrower and guarantors of the transfer to the applicable Purchaser of the Mezzanine Loan and directing that payment of such Borrower to make all property tax vacancy credits or rebates for the period prior to or after Closing debt service and any other payments required to be continued paid directly to be made Sellers under the Mezzanine Loan from and after the applicable Closing Date to the Vendor (applicable Purchaser or the Master Lease Tenant as applicable)such Purchaser’s designee; (liv) for each Mezzanine Loan relating to a hospitality asset, an assumption of the applicable Seller’s rights and obligations under any related franchisor comfort letter, manager subordination, nondisturbance and attornment agreement or other similar agreements relating to such asset, unless such document is expressly not assignable to the applicable Purchaser by its terms, executed by the applicable Purchaser, either in the form required under the applicable agreement, or if there is no required form of assignment and assumption, in a form mutually acceptable to the applicable Purchaser and the applicable Seller, in their reasonable discretion; (v) for each Mezzanine Loan relating to a hospitality asset, notice letters, executed by the applicable Purchaser, to the related hotel franchisor and/or the related hotel manager for the Underlying Property advising each such third party about the assignment of the Mezzanine Loan; (vi) an executed letter substantially in the form of Exhibit N, addressed to the applicable Senior Lender notifying such Senior Lender of the transfer to the applicable Purchaser of the applicable Mezzanine Loan and enclosing an original, executed assignment and assumption of the Nominee Ground Leasesapplicable Seller’s rights and obligations under the Intercreditor Agreement with respect to such Mezzanine Loan; (mvii) for each Mezzanine Loan, an executed notice letter, if applicable, notifying all third parties under any related Intercreditor Agreement, interest rate cap agreement (e.g., collateral assignment agreement) and each cash management or lockbox agreement of the Option Agreementstransfer of such Mezzanine Loan, together with an executed assumption of all of Sellers’ rights and obligations thereunder pursuant to an assignment and assumption agreement mutually acceptable to the applicable Seller and the applicable Purchaser; (nviii) if applicable, a transferee certificate of the Easementapplicable Purchaser certifying that such Purchaser is a Qualified Transferee as of the Closing; (ix) with respect to the Asset identified as “Mezzanine 4” on Schedule 2.2, the assignment and assumption agreement referred to in Section 3.5(c)(ii) shall also contain an express assumption by the applicable Purchaser of the “Key Principal Obligations” (as such term is defined in the Intercreditor Agreement relating to such Asset); (x) for each Mezzanine Loan, a notice letter, executed by the applicable Purchaser, substantially in the form of Exhibit J, if applicable, notifying all third parties under any related cash management agreement, deposit account agreement, clearing account agreement or similar agreement of the transfer of the Mezzanine Loan and Sellers’ rights under any Deposit Accounts, together with an assignment of all of Sellers’ rights and obligations thereunder pursuant to an assignment and assumption agreement, executed by the applicable Purchaser, mutually acceptable to the applicable Seller and Purchaser; and (oxi) all such other documents which as shall be reasonably necessary or appropriate to consummate the Vendor reasonably requests to give effect transactions contemplated by this Agreement with respect to the Transaction transfer of the applicable Mezzanine Loan, each in form and substance reasonably acceptable to result the applicable Purchasers. (d) With respect to each B Note Asset: (i) an executed receipt for the Asset Files relating to such B Note Asset, in the proper form of Exhibit Q, or if such documents are being “delivered” through an acknowledgement by Custodian that it has possession of the Asset Files, written confirmation from Custodian that from and after the applicable Closing Date it will hold the Asset Files on behalf of, and exclusively for the benefit of, Purchasers; (ii) for each B Note Asset, an executed assignment and assumption of the Subject Assets by applicable Seller’s rights and obligations under the Purchaser; applicable Co-Lender Agreement, and, if the applicable Seller is the “agent” under such Co-Lender Agreement, such assignment and assumption shall assign to the applicable Purchaser the “agent” role with respect to the applicable B Note Asset, and such assignment and assumption shall be substantially in the form of Exhibit K; (iii) an executed letter substantially in the form of Exhibit O, addressed to the applicable Borrower and any applicable guarantors notifying such Borrower and guarantors of the transfer to the applicable Purchaser of the B Note Asset; (iv) an executed letter substantially in the form of Exhibit P addressed to the applicable A Note Holder notifying such A Note Holder of the transfer to the applicable Purchaser of the applicable B Note Asset, enclosing an original executed assignment and assumption of the applicable Seller’s rights and obligations under the applicable Co-Lender Agreement with respect to such B Note Asset, and directing such A Note Holder, from and after the Closing Date, to pay to the applicable Purchaser all amounts due to the applicable Seller under the related Co-Lender Agreement; (v) if applicable, with the exception of the Assets identified as “B Note 1,” “B Note 2,” “B Note 3,” “B Note 4,” “B Note 5” and “B Note 6” on Schedule 2.2, a transferee certificate of the applicable Purchaser certifying that such Purchaser is a Qualified Transferee (as defined in the applicable Co-Lender Agreement) as of the applicable Closing Date; and (vi) such other closing documents as may shall be requested reasonably necessary or appropriate to consummate the transactions contemplated by the Vendor, acting reasonably, whether or not similar this Agreement with respect to the foregoingtransfer of the applicable B Note Asset, each in form and substance reasonably acceptable to the applicable Purchasers.

Purchaser’s Closing Documents. Except where expressly provided otherwiseAt the Closing, at least two (2) Business Days before the Closing Date, subject to the terms and conditions of this Agreement, the Purchaser shall deliver deliver, or cause to be delivered to Seller all of the Vendor’s Solicitors (except where expressly provided otherwise) the following, duly executed by the Purchaser where it is a party theretofollowing documents in form and substance satisfactory to Seller: (a) A certificate of the adjusted Balance (secretary of Purchaser, certifying as to the names and true signatures of the officers of Purchaser authorized to sign this Agreement and the other Transaction Documents to be delivered on the Closing Date to the Title Insurer or Vendor’s Solicitors, at Purchaser’s option)by Purchaser hereunder; (b) those documents Copies of (i) the resolutions duly adopted by Purchaser's board of directors authorizing the execution, delivery and agreements described in Section 5.2 to which performance by Purchaser of this Agreement and each of the Purchaser is a partyother Transaction Documents, and the consummation of all of the other transactions hereunder and thereunder, and (ii) the articles of incorporation and bylaws, each certified as complete and accurate as of the Closing Date by the secretary of Purchaser; (c) a purchaser’s statement A certificate dated as of adjustmentsthe Closing Date from an officer of Purchaser certifying that the conditions specified in Section 4.3 that are not otherwise waived in writing by Purchaser have been fully satisfied or waived by Purchaser and that the representations and warranties made by Purchaser in Article III above are true and correct as of the Closing Date; (d) The Cash Purchase Price, as the Landlord BCLC Agreement(s)same may be adjusted, as evidenced by the Closing Statement; (e) any documents or deliveries contemplated The original Shares (including the 500,000 Shares to be delivered by the Purchaser as landlord to the Master Lease Tenant Escrow Agent to be held under the Escrow Agreement as tenant pursuant to any of the Grand Villa Master Lease, escrowed funds thereunder [the Cascades Master Lease, and the Starlight Master Lease, including without limitation any documents specifically contemplated thereby that may be required in connection with the Master Lease Tenant’s financing of its leasehold interest, including a Landlord Lender Agreement, provided that, in each case, the Vendor provides written Notice to the Purchaser specifically requiring same, no later than ten (10) Business Days prior to Closing"Escrow Funds"]); (f) any assumptions or notices specifically required Original copies of the Purchaser by Xxxx of Sale, Global Assignment, Loan Assignment, Lease/Contract Assignments, Intellectual Property Assignments, Non-Competition Agreement, Escrow Agreement, Supplemental Disclosure Agreement, Telephone Transfer Agreements, Closing Statement and, subject to the terms of Section 4.16 below, the Permitted EncumbrancesPreliminary Allocation Agreement, each executed by Purchaser; (g) the Corporate Certificate re: PurchaserThe IB Release signed by Investment Banker; (h) the GST Declaration and Indemnity; (i) the Comfort Letters executed by the applicable Landlord; (j) an assignment and assumption of Permitted Encumbrances, in form and substance reasonably acceptable Such other documents relating to the Vendor and the Purchaser, with respect to all applicable contractual Permitted Encumbrances, for which the applicable Permitted Encumbrances shall be agreed upon transactions contemplated by the Vendor and the Purchaser prior to the Purchaser’s Condition Date; (k) a notice and direction to the applicable Governmental Authority directing that payment of all property tax vacancy credits or rebates for the period prior to or after Closing to be continued to be made to the Vendor (or the Master Lease Tenant this Agreement as applicable); (l) an assignment and assumption of the Nominee Ground Leases; (m) the Option Agreements; (n) the Easement; and (o) all other documents which the Vendor Seller may reasonably requests to give effect to the Transaction and to result in the proper assumption of the Subject Assets by the Purchaser; and such other closing documents as may be requested by the Vendor, acting reasonably, whether or not similar to the foregoingrequest.

Purchaser’s Closing Documents. Except where expressly provided otherwise, Purchaser will deliver the following Closing Documents to Seller at least two (2) Business Days before the Closing Date, subject to the terms and conditions of this Agreement, the Purchaser shall deliver or cause to be delivered to the Vendor’s Solicitors (except where expressly provided otherwise) the following, duly executed by the Purchaser where it is a party theretoClosing: (a) an executed receipt for the adjusted Balance (to be delivered on Notes and the Closing Date to Letters of Credit, in the Title Insurer or Vendor’s Solicitors, at Purchaser’s option)form of Exhibit E; (b) those documents for each Loan, an executed assumption of Seller’s rights and obligations under agreements described and with accounts with respect to the Loan, other than the Excluded Agreement and the Excluded Letter of Credit, in Section 5.2 to which the Purchaser is a partyform of Exhibit F; (c) a purchaserfor each Loan, an executed letter in the form of Exhibit I, addressed to Borrower notifying Borrower of the transfer of the Loan to Purchaser and directing Borrower to make all debt service and any other payments required to be paid directly to Seller under the Loan from and after the Closing Date to Purchaser or Purchaser’s statement of adjustmentsdesignee; (d) a certificate of Purchaser’s Secretary or Assistant Secretary, certifying as to the Landlord BCLC Agreement(s)incumbency of the signatories authorized to execute this Agreement and the Closing Documents required to be executed and delivered by Purchaser on behalf of Purchaser; (e) any documents or deliveries contemplated certified copies of Purchaser’s corporate resolutions authorizing the execution of this Agreement and the Closing Documents required to be executed and delivered by Purchaser and the Purchaser as landlord to the Master Lease Tenant as tenant pursuant to any consummation of the Grand Villa Master Lease, the Cascades Master Lease, and the Starlight Master Lease, including without limitation any documents specifically transaction contemplated thereby that may be required in connection with the Master Lease Tenant’s financing of its leasehold interest, including a Landlord Lender by this Agreement, provided that, in each case, the Vendor provides written Notice to the Purchaser specifically requiring same, no later than ten (10) Business Days prior to Closing; (f) any assumptions or notices specifically required a certificate of Purchaser certifying that all representations and warranties made by Purchaser in this Agreement remain true, correct and complete in all material respects on the Closing Date as though the representations and warranties were made on and as of the Purchaser by the terms of the Permitted EncumbrancesClosing Date; (g) for the Corporate Certificate re: Purchaser;MGM Tower Loan, an executed letter addressed to Note A Holder (as defined in the Co-Lender Agreement) notifying Note A Holder of the transfer of the MGM Tower Loan to Purchaser and enclosing an original executed assumption of Seller’s rights and obligations under the Co-Lender Agreement with respect to the MGM Tower Loan in the form of Exhibit F; and (h) the GST Declaration and Indemnity; (i) the Comfort Letters executed by the applicable Landlord; (j) an assignment and assumption of Permitted Encumbrances, in form and substance reasonably acceptable to the Vendor and the Purchaser, with respect to all applicable contractual Permitted Encumbrances, for which the applicable Permitted Encumbrances shall be agreed upon by the Vendor and the Purchaser prior to the Purchaser’s Condition Date; (k) a notice and direction to the applicable Governmental Authority directing that payment of all property tax vacancy credits or rebates for the period prior Willowbrook Mall Loan, an executed letter addressed to or after Closing to be continued to be made to Senior Lender (as defined in the Vendor (or the Master Lease Tenant as applicable); (lLoan Agreement) an assignment and assumption notifying Senior Lender of the Nominee Ground Leases; (m) the Option Agreements; (n) the Easement; and (o) all other documents which the Vendor reasonably requests to give effect to the Transaction and to result in the proper assumption transfer of the Subject Assets by the Willowbrook Mall Loan to Purchaser; and such other closing documents as may be requested by the Vendor, acting reasonably, whether or not similar to the foregoing.

Purchaser’s Closing Documents. Except where expressly provided otherwiseOn Closing, at least two (2) Business Days before the Closing Date, subject to the terms and conditions of this Agreement, the Purchaser shall deliver or cause to be delivered to the Vendor’s Solicitors (except where expressly provided otherwise) Company the following, duly executed by the Purchaser where it is a party thereto: (a) evidence that the adjusted Balance (to be delivered on the Closing Date to Payment Shares have been registered in the Title Insurer or Vendor’s Solicitors, at Purchaser’s option)name of the Depositary in trust for the former holders of Company Common Shares; (b) those a certificate signed on behalf of Purchaser by a duly authorized officer of Purchaser certifying as to (i) Purchaser’s constating documents in effect immediately prior to Closing, (ii) the resolutions of the board of directors of Purchaser approving the Merger and agreements described in Section 5.2 to which the transactions contemplated hereby, (iii) any Purchaser is a partyTransaction Approvals and (iv) the incumbency of the officers and directors of Purchaser executing the documents contemplated by this Agreement; (c) a purchasercertificate signed on behalf of Subco by a duly authorized officer of Subco certifying as to (i) Subco’s statement constating documents in effect immediately prior to Closing, (ii) the resolutions of adjustmentsthe board of directors of Subco approving the Merger and the transactions contemplated hereby, and (iii) the incumbency of the officers and directors of Subco executing the documents contemplated by this Agreement; (d) a certificate of status for Purchaser from the Landlord BCLC Agreement(s)jurisdiction in which Purchaser is incorporated, dated as of a date not earlier than two (2) days prior to the Closing; (e) any documents or deliveries contemplated to be delivered by a certificate of status for Subco from the Purchaser jurisdiction in which Subco is incorporated, dated as landlord of a date not earlier than two (2) days prior to the Master Lease Tenant as tenant pursuant to any of the Grand Villa Master Lease, the Cascades Master Lease, and the Starlight Master Lease, including without limitation any documents specifically contemplated thereby that may be required in connection with the Master Lease Tenant’s financing of its leasehold interest, including a Landlord Lender Agreement, provided that, in each case, the Vendor provides written Notice to the Purchaser specifically requiring same, no later than ten (10) Business Days prior to Closing; (f) any assumptions or notices specifically required a certificate signed on behalf of the Purchaser by the terms a duly authorized officer of the Permitted EncumbrancesPurchaser to the effect of Section 9.2(a), (b) and (c); (g) executed counterpart signature pages to the Corporate Certificate re: PurchaserEmployment Agreement of Xxxxx Xxxxxxxx; (h) if required pursuant to CSE rules applicable to Purchaser, the GST Declaration consent of the CSE in respect of the Acquisition and Indemnitythe issuance of the Payment Shares, Resulting Issuer Options and Resulting Issuer Common Shares upon exercise of the Company Warrants as contemplated in this Agreement; (i) the Comfort Letters Articles of Merger, duly executed by the applicable Landlordan authorized officer of Subco; (j) the Supplemental Indenture, duly executed by an assignment authorized officer of Purchaser and assumption of Permitted EncumbrancesOdyssey Trust Company, in form as both trustee and substance reasonably acceptable to the Vendor and the Purchaser, with respect to all applicable contractual Permitted Encumbrances, for which the applicable Permitted Encumbrances shall be agreed upon by the Vendor and the Purchaser prior to the Purchaser’s Condition Datecollateral agent; (k) a notice certificate signed on behalf of the Purchaser by the Purchaser’s Chief Financial Officer certifying (i) as to Purchaser’s Cash balance, (ii) that the Purchaser’s liabilities as determined in accordance with IFRS excluding lease payable, payroll payable, derivative liability and direction accounts payable do not exceed $500,000 and (iii) attaching evidence satisfactory to the applicable Governmental Authority directing that payment of all property tax vacancy credits or rebates for the period prior Company as to or after Closing to be continued to be made to the Vendor (or the Master Lease Tenant as applicable)such Cash balance and liabilities thereto; (l) an assignment and assumption of the Nominee Ground Leases;a Lock-Up Agreement, duly executed by each Purchaser Key Personnel; and (m) the Option Agreements; (n) the Easement; and (o) all other documents which the Vendor reasonably requests to give effect to the Transaction and to result in the proper assumption of the Subject Assets by the Purchaser; and such other closing documents certificates, documents, schedules, agreements, resolutions, consents, approvals, rulings or other instruments as may be reasonably requested by the Vendor, acting reasonably, whether Company or not similar the Shareholder Representative in order to effectuate or evidence the foregoingtransactions contemplated hereby.

Purchaser’s Closing Documents. Except where expressly provided otherwise, at least two (2) Business Days before On the Closing Date, subject to the terms and conditions of this Agreement, the Purchaser shall deliver or cause the following items and documents to be delivered to the Vendor’s Solicitors (except where expressly provided otherwise) the following, Seller duly executed and, where applicable, acknowledged by the Purchaser where it is a party theretoXxxxxxxxx: (a) the Balance required pursuant to Article 2 hereof, as adjusted Balance (to be delivered on for apportionments under Article 11 hereof and any other credits against the Closing Date to the Title Insurer or Vendor’s Solicitors, at Purchaser’s option)Purchase Price expressly provided for in this Agreement; (b) those documents and agreements described the Lease, if deemed necessary by Seller in Section 5.2 order to which complete the Purchaser is a partyTwentieth Floor Work; (c) a purchaser’s statement of adjustmentsthe Declaration Amendment; (d) if Purchaser’s estate is to be encumbered by a mortgage, the Landlord BCLC Agreement(s)Subordination and Non-Disturbance Agreement (x) signed by Xxxxxxxxx and the holder of any mortgage encumbering the Twentieth Floor Unit or any portion thereof and (y) binding the successors and assigns of Purchaser and those of any such mortgagee; (e) any documents or deliveries contemplated to be delivered by the real estate transfer tax returns of Purchaser as landlord with respect to the Master Lease Tenant as tenant pursuant to any sale of the Grand Villa Master Lease, the Cascades Master Lease, and the Starlight Master Lease, including without limitation any documents specifically contemplated thereby that may be required in connection with the Master Lease Tenant’s financing of its leasehold interest, including a Landlord Lender Agreement, provided that, in each case, the Vendor provides written Notice to the Purchaser specifically requiring same, no later than ten (10) Business Days prior to ClosingTwentieth Floor Unit; (f) any assumptions or notices specifically required checks of the nature described in Section 6.08 above (or wire transfer of immediately available funds) in payment of all amounts payable by Purchaser by the terms of the Permitted Encumbrancesunder Section 6.08, Section 12.02 and Section 12.03 below; (g) certificates of insurance evidencing the Corporate Certificate re: insurance coverage which Purchaser, as owner of the Twentieth Floor Unit, is required to maintain under the Declaration; (h) a letter directing Escrow Agent to release the GST Declaration and IndemnityDownpayment to Seller; (i) the Comfort Letters executed either a check or wire transfer of immediately available funds to a bank account established by the applicable LandlordBoard in an amount equal to (x) the amount to be paid by Purchaser as owner of the Twentieth Floor Unit pursuant to the By-laws for estimated Common Charges for the remainder of the calendar quarter in which the Closing Date occurs and (y) if the Closing Date occurs within thirty (30) days of the end of such calendar quarter, the amount to be paid by Purchaser as owner of the Twentieth Floor Unit pursuant to the By-laws for estimated Common Charges for the following calendar quarter, or such other amount as the parties mutually deem appropriate given the timing of the Closing Date and the manner in which the Condominium is being operated; (j) an assignment a certificate, dated as of the Closing Date, from Purchaser stating that the representations and assumption warranties of Permitted EncumbrancesPurchaser contained in this Agreement are true and correct in all material respects as of the Closing Date, in form and substance reasonably acceptable except to the Vendor extent Purchaser has identified in such certificate any such representations and warranties (other than those set forth in Section 7.04(b)) above which are no longer, true and correct and the Purchaser, with respect to all applicable contractual Permitted Encumbrances, for which the applicable Permitted Encumbrances shall be agreed upon by the Vendor and the Purchaser prior state of facts giving rise to the Purchaser’s Condition Datechange do not constitute a breach by Purchaser of its obligations hereunder or fail to satisfy a condition precedent to Seller's obligation to close title hereunder; (k) a notice power of attorney executed and direction acknowledged by Purchaser granting to the applicable Governmental Authority directing that payment Board the authority to act on behalf of all property tax vacancy credits or rebates for the period prior to or after Closing to be continued to be made Purchaser to the Vendor (or extent set forth in the Master Lease Tenant as applicable)Declaration and otherwise in form and substance reasonably satisfactory to Seller and Title Company; (l) an assignment and assumption of the Nominee Ground Leases;Preliminary Closing Statement; and (m) the Option Agreements; (n) the Easement; and (o) all any other documents which the Vendor or payments required by this Agreement or reasonably requests to give effect to the Transaction and to result in the proper assumption of the Subject Assets by the Purchaser; and such other closing documents as may be requested by the Vendor, acting reasonably, whether or not similar Title Company to the foregoingbe delivered by Purchaser.

Purchaser’s Closing Documents. Except where expressly provided otherwiseAt the Closing, the Purchaser will deliver the following to the Vendor: (a) once all the other Closing documents required under this Agreement have been tabled as contemplated in Section 8.4, payment of the Purchase Price by wire transfer of funds (to an account specified in writing delivered by the Vendor to the Purchaser prior to the Closing Date) payable to the Vendor, or as the Vendor may otherwise direct in writing; (b) such documents as the Vendor may reasonably require with respect to the assumption by the Purchaser from and after the Closing Date of the Assumed Obligations and Liabilities; (c) an executed statement of any adjustments under section 2.6; (d) a certificate of a senior officer of the Purchaser as to the accuracy at least two (2) Business Days the Closing Date of the Purchaser’s representations and warranties and the performance of its covenants to be performed hereunder on or before the Closing Date, subject to the terms and conditions together with particulars of this Agreement, the Purchaser shall deliver any inaccuracy or cause to be delivered to the Vendor’s Solicitors (except where expressly provided otherwise) the following, duly executed by the Purchaser where it is a party thereto: (a) the adjusted Balance (to be delivered on the Closing Date to the Title Insurer or Vendor’s Solicitors, at Purchaser’s option); (b) those documents and agreements described non-performance in Section 5.2 to which the Purchaser is a party; (c) a purchaser’s statement of adjustments; (d) the Landlord BCLC Agreement(s)respect thereof; (e) any a certified copy of resolutions of the directors of the Purchaser approving the purchase of the Purchased Assets as contemplated by this Agreement and the execution and delivery of this Agreement and all documents or deliveries contemplated required to be delivered executed by the Purchaser as landlord to the Master Lease Tenant as tenant pursuant to any of the Grand Villa Master Lease, the Cascades Master Lease, and the Starlight Master Lease, including without limitation any documents specifically contemplated thereby that may be required in connection with the Master Lease Tenant’s financing of its leasehold interest, including a Landlord Lender Agreement, provided that, in each case, the Vendor provides written Notice to the Purchaser specifically requiring same, no later than ten (10) Business Days prior to Closinghereto; (f) any assumptions or notices specifically required an executed copy of the Purchaser by the terms of the Permitted EncumbrancesChip Supply Agreement; (g) an executed copy of the Corporate Certificate re: PurchaserXxxxxxxxx Xxxx Amendment; (h) executed copies of the GST Declaration and IndemnityClosing Agreements; (i) an executed copy of the Comfort Letters executed by assignment of the applicable LandlordGenus Licence Agreement; (j) an assignment and assumption executed election form under subsection 167(l) of Permitted Encumbrances, Part IX of the Excise Tax Act (Canada) as contemplated in form and substance reasonably acceptable to the Vendor and the Purchaser, with respect to all applicable contractual Permitted Encumbrances, for which the applicable Permitted Encumbrances shall be agreed upon by the Vendor and the Purchaser prior to the Purchaser’s Condition Date;section 7.3; and (k) a notice and direction to the applicable Governmental Authority directing that payment of all property tax vacancy credits or rebates for the period prior to or after Closing to be continued to be made to the Vendor (or the Master Lease Tenant as applicable); (l) an assignment and assumption opinion of the Nominee Ground Leases; (m) the Option Agreements; (n) the Easement; and (o) all other documents which the Vendor reasonably requests to give effect to the Transaction and to result Purchaser’s counsel substantially in the proper assumption form of the Subject Assets by the Purchaser; and such other closing documents as may be requested by the Vendor, acting reasonably, whether or not similar to the foregoingSchedule ”Y”.

Purchaser’s Closing Documents. Except where expressly provided otherwise, at least two (2) Business Days before the Closing Date, subject The Purchaser covenants and agrees to the terms and conditions of this Agreement, the Purchaser shall deliver or cause to be delivered to the Vendor’s Solicitors (except where expressly provided otherwise) Vendor fully executed copies of the following, duly executed by the Purchaser where it is a party thereto: (a) the adjusted Balance (to be delivered following documents on or before the Closing Date to the Title Insurer or Vendor’s Solicitors, at Purchaser’s option); (b) those documents and agreements described in Section 5.2 to which the Purchaser is a party; (c) a purchaser’s statement of adjustments; (d) the Landlord BCLC Agreement(s); (e) any documents or deliveries contemplated to be delivered by the Purchaser as landlord to the Master Lease Tenant as tenant pursuant to any of the Grand Villa Master Lease, the Cascades Master Lease, and the Starlight Master Lease, including without limitation any documents specifically contemplated thereby that may be required in connection with the Master Lease Tenant’s financing of its leasehold interest, including a Landlord Lender Agreement, provided that, in each case, the Vendor provides written Notice to the Purchaser specifically requiring same, no later than ten (10) Business Days prior to Closing; (f) any assumptions or notices specifically required of the Purchaser by the terms of the Permitted Encumbrances; (g) the Corporate Certificate re: Purchaser; (h) the GST Declaration and Indemnity; (i) the Comfort Letters executed by the applicable Landlord; (j) an assignment and assumption of Permitted Encumbrances, in form and substance reasonably acceptable satisfactory to the Vendor and the Purchaser, with respect to all applicable contractual Permitted Encumbrances, for which the applicable Permitted Encumbrances shall be agreed upon by the Vendor and the Purchaser prior to the Purchaser’s Condition Date; (k) a notice and direction to the applicable Governmental Authority directing that payment of all property tax vacancy credits or rebates for the period prior to or after Closing to be continued to be made to the Vendor (or the Master Lease Tenant as applicable); (l) an assignment and assumption of the Nominee Ground Leases; (m) the Option Agreements; (n) the Easement; and (o) all other documents which the Vendor reasonably requests to give effect to the Transaction and to result in the proper assumption of the Subject Assets by the Purchaser; and such other closing documents as may be requested by the Vendor, acting reasonably, whether collectively, the "Purchaser's Documents"): (a) a share certificate representing the Payment Shares, duly issued in the name of the Vendor; (b) a share certificate representing the Debt Shares, duly issued in the name of the Vendor; (c) an assignment, assumption and release agreement in respect of the Assumed Contracts; (d) a certificate of the Purchaser dated as of the Closing Date certifying that, except as noted in such certificate: (i) all the representations and warranties of the Purchaser set forth in this Agreement are true and correct as at the Closing Date; and (ii) all the terms, covenants and agreements set forth in the Agreement to be complied with or not similar performed by the Purchaser at or prior to the foregoingClosing Date have been complied with or performed by the Purchaser at or prior to the Closing Date; (e) a certificate of an authorized signing officer of the Purchaser attaching an incumbency certification of all officers and directors of the Purchaser; (f) a certified copy of a board of directors resolution of the Purchaser authorizing and approving the purchase of the Properties from the Vendor and the payment of the Purchase Price and the completion of the Debt Conversion, including the issuance of the Payment Shares and Debt Shares to the Vendor, respectively; (g) a certified copy of a shareholders resolution of the Purchaser authorizing and approving the purchase of the Properties from the Vendor and the payment of the Purchase Price and the completion of the Debt Conversion, including the issuance of the Payment Shares and Debt Shares to the Vendor, respectively; (h) non-merger agreement; and (i) all such other documents and assurances as may be reasonably required by the Purchaser, acting reasonably, to more effectively complete the transactions herein provided for and contemplated by.

Purchaser’s Closing Documents. Except where expressly provided otherwise, at least two (2) Business Days before Before the Closing Date, subject the Purchaser will deliver to Vendors’ Solicitors, to be held in escrow as hereinafter provided, the following: (a) the Assignment of Leases, duly executed by the Purchaser; (b) the Assignment of Approved Service Contracts, duly executed by the Purchaser; (c) the xxxx of sale absolute referred to in Section 10.2(f) which requires execution by the Purchaser, duly executed by the Purchaser; (d) the GST Certificate, duly executed by the Purchaser; (e) a general indemnity from the Purchaser in favour of Vendors with respect to matters arising from and after the Closing Date in respect of the obligations assumed by the Purchaser in Section 4.2 and in the documents referred to in Sections 10.3(a), (b), (c) and (d) above; (f) a certificate dated the Closing Date of a responsible officer of the Purchaser having knowledge of the facts certifying that to the terms knowledge of such officer the representations and conditions of this Agreement, warranties set out in Section 8.4 are true and correct as at the Purchaser shall deliver or cause Closing Date in all material respects and that the Purchaser’s covenants and agreements to be delivered observed or performed before the closing on the Closing Date pursuant to this Agreement have been duly observed and performed in all material respects, in each case with particulars of any applicable exceptions; (g) a statement of adjustments approved by the Purchaser; (h) resolutions of the new shareholder of the Lot F Nominee appointing new directors of the Lot F Nominee; (i) resolutions of the new shareholder of the Lot 1 Nominee appointing new directors of the Lot 1 Nominee; (j) resolutions of the new directors of the Lot F Nominee appointing new officers of the Lot F Nominee and changing the registered and records office for the Lot F Nominee to an office other than the Vendors’ Solicitors; (k) resolutions of the new directors of the Lot 1 Nominee appointing new officers of the Lot 1 Nominee and changing the registered and records office for the Lot 1 Nominee to an office other than the Vendors’ Solicitors; (l) such duly executed documents as are required for filing in the office of the Registrar of Companies (British Columbia) to effect a change of the directors of each of the Nominees and the registered and records offices for each of the Nominees from the current directors and the current registered and records offices for the Nominees to the Vendor’s Solicitors new directors appointed for each of the Nominees and to new registered and records offices for each of the Nominees selected by the Purchaser; (except where expressly provided otherwisem) the followingQLT Lease, duly executed by the Purchaser where it is a party thereto: (a) and the adjusted Balance (to be delivered on the Closing Date to the Title Insurer or Vendor’s Solicitors, at Purchaser’s option)Lot F Nominee as landlord; (bn) those documents a notice from QLT, the Lot F Nominee and agreements described in Section 5.2 to which the Purchaser is a partyto the Tenants giving notice of the sale of the Shares in the capital of the Lot F Nominee, the Lot F Property and the Building and directing that rent and all other amounts payable to the Landlord under the Leases be paid to the Purchaser or as the Purchaser may direct, duly executed by the Lot F Nominee and the Purchaser; (co) a purchaser’s statement of adjustments;the QLT Security Documents, duly executed by the Purchaser, the Nominees and third parties as applicable; and (dp) the Landlord BCLC Agreement(s); (e) any documents or deliveries contemplated to be delivered by such further documents, certificates and assurances of the Purchaser as landlord to may be requisite in the Master Lease Tenant as tenant pursuant to any reasonable opinion of the Grand Villa Master Lease, Vendors’ Solicitors to complete the Cascades Master Lease, and the Starlight Master Lease, including without limitation any documents specifically transactions contemplated thereby that may be required in connection with the Master Lease Tenant’s financing of its leasehold interest, including a Landlord Lender by this Agreement, provided that, in each case, that the Vendor provides written Notice Vendors’ Solicitors have prepared and delivered them to the Purchaser specifically requiring same, no later than ten Purchaser’s Solicitors at least five (105) Business Days prior to Closing; (f) any assumptions or notices specifically required of the Purchaser by the terms of the Permitted Encumbrances; (g) the Corporate Certificate re: Purchaser; (h) the GST Declaration and Indemnity; (i) the Comfort Letters executed by the applicable Landlord; (j) an assignment and assumption of Permitted Encumbrances, in form and substance reasonably acceptable to the Vendor and the Purchaser, with respect to all applicable contractual Permitted Encumbrances, for which the applicable Permitted Encumbrances shall be agreed upon by the Vendor and the Purchaser prior to the Purchaser’s Condition Closing Date; (k) a notice and direction to the applicable Governmental Authority directing that payment of all property tax vacancy credits or rebates for the period prior to or after Closing to be continued to be made to the Vendor (or the Master Lease Tenant as applicable); (l) an assignment and assumption of the Nominee Ground Leases; (m) the Option Agreements; (n) the Easement; and (o) all other documents which the Vendor reasonably requests to give effect to the Transaction and to result in the proper assumption of the Subject Assets by the Purchaser; and such other closing documents as may be requested by the Vendor, acting reasonably, whether or not similar to the foregoing.

Purchaser’s Closing Documents. Except where expressly provided otherwise, at least two (2) Business Days On or before the Closing DateClosing, subject to the terms and conditions of this Agreement, the Purchaser shall deliver or cause to be delivered to the Vendor’s Solicitors (except where expressly provided otherwise) the following, duly executed by the Purchaser where it is a party thereto: (a) the adjusted Balance (to be delivered on of the Closing Date to the Title Insurer or Vendor’s Solicitors, at Purchaser’s option)Purchase Price; (b) those documents the Assignment and Assumption of Leases and any specific assignment and assumption agreements described which may be required under any of the Assigned Leases which Assignment and Assumption shall provide for reciprocal indemnities between the parties for all liabilities, costs, damages, claims and proceedings in Section 5.2 respect of all the obligations and liabilities under or pursuant to which such Assigned Leases, with the Vendor indemnifying for pre-closing matters and the Purchaser is a partyfor post-closing matters; (c) a purchaser’s statement the Assignment and Assumption of adjustmentsContracts and any specific assignment and/ or assumption agreements and other documentation which may be required under any of the Assigned Contracts, including, without limitation, an assignment and assumption of the Jxxxxxx Controls Energy Services Contract and any ancillary documentation required in connection with the assumption of such Contract which Assignment and Assumption shall provide for reciprocal indemnities between the parties for all liabilities, costs, damages, claims and proceedings in respect of all the obligations and liabilities under or pursuant to such Assigned Contracts, with the Vendor indemnifying for pre-closing matters and the Purchaser for post-closing matters; (d) the Landlord BCLC Agreement(sAssignment of Assigned Trade-marks (if any); (e) any documents or deliveries contemplated to be delivered by the Purchaser as landlord to the Master Lease Tenant as tenant pursuant to any of the Grand Villa Master Lease, the Cascades Master Lease, and the Starlight Master Lease, including without limitation any documents specifically contemplated thereby that may be required in connection with the Master Lease Tenant’s financing of its leasehold interest, including a Landlord Lender Agreement, provided that, in each case, the Vendor provides written Notice to the Purchaser specifically requiring same, no later than ten (10) Business Days prior to Closing; (f) any assumptions or notices specifically required of the Purchaser by the terms of the Permitted Encumbrances; (g) the Corporate Certificate re: Purchaser; (hf) an undertaking by the Purchaser to re-adjust the Adjustments in accordance with Section 3.3; (g) the GST Declaration and Indemnity; (ih) the Comfort Letters executed assumption agreements or other agreements, notices, undertakings or other instruments required to be delivered by the applicable LandlordPurchaser in favour of any other Persons with an interest in the Property pursuant to any Assigned Contracts, Assigned Leases or Permitted Encumbrances, or as the Vendor may otherwise reasonably require; (ji) an assignment if applicable, the replacement letters of credit and assumption of Permitted Encumbrances, security documents contemplated in form and substance reasonably acceptable to the Vendor and the Purchaser, with respect to all applicable contractual Permitted Encumbrances, for which the applicable Permitted Encumbrances shall be agreed upon by the Vendor and the Purchaser prior to the Purchaser’s Condition Date; (k) a notice and direction to the applicable Governmental Authority directing that payment of all property tax vacancy credits or rebates for the period prior to or after Closing to be continued to be made to the Vendor (or the Master Lease Tenant as applicableSubsection 3.3(i); (l) an assignment and assumption of the Nominee Ground Leases; (m) the Option Agreements; (n) the Easement; and (o) all other documents which the Vendor reasonably requests to give effect to the Transaction and to result in the proper assumption of the Subject Assets by the Purchaser; and such other closing documents as may be requested by the Vendor, acting reasonably, whether or not similar to the foregoing.

Purchaser’s Closing Documents. Except where expressly provided otherwise, at least two (2) Business Days before At the Closing Date, subject the Purchaser will deliver to the terms and conditions of this Agreement, the Purchaser shall deliver Escrow Agent a certified or cause to be delivered an official bank check or draft payable to the Vendor’s Solicitors (except where expressly provided otherwise) Escrow Agent in the followingamount of $1,500,000, duly executed by pursuant to paragraph 3.3(b), and will deliver the Purchaser where it is a party theretofollowing to the Vendors: (a) the adjusted Balance (to be delivered on the Closing Date a certified or official bank check or draft payable to the Title Insurer Vendors, or Vendor’s Solicitorsas the Vendors or the Bankruptcy Court may order or direct, at Purchaser’s optionin the amount specified in paragraph 3.3(a); (b) those documents and agreements described in Section 5.2 with respect to which the assumption by the Purchaser is a partyfrom and after the Closing of the Assumed Obligations, in such form as the parties may agree, acting reasonably; (c) a purchaser’s statement certified copy of adjustments;resolutions of the directors of the Purchaser approving the purchase of the Business and the Purchased Assets as contemplated by this Agreement and the execution and delivery of this Agreement and all (d) a certificate dated the Landlord BCLC Agreement(s)Closing Date of an authorized officer of the Purchaser certifying that, to the best of the officer's knowledge, the representations and warranties made by the Purchaser in this Agreement are true and correct in all material respects as at the Closing and that the covenants and agreements to be observed or performed by the Purchaser on or before the Closing pursuant to the terms of this Agreement have been duly observed and performed in all material respects, with particulars of any applicable exceptions; (e) any documents or deliveries contemplated to be delivered by the Purchaser as landlord to the Master Lease Tenant as tenant pursuant to any an opinion of the Grand Villa Master Lease, Purchaser's counsel substantially in the Cascades Master Lease, and the Starlight Master Lease, including without limitation any documents specifically contemplated thereby that may be required in connection with the Master Lease Tenant’s financing form of its leasehold interest, including a Landlord Lender Agreement, provided that, in each case, the Vendor provides written Notice to the Purchaser specifically requiring same, no later than ten (10) Business Days prior to ClosingSchedule "U"; (f) any assumptions or notices specifically good standing certificates and other customary closing documents required of the Purchaser by the terms of the Permitted EncumbrancesVendors or its counsel, acting reasonably; (g) an assumption and assignment agreement relating to Purchaser's assumption of that portion of Assumed Obligations comprised of all Environmental and Reclamation Obligations in a form as the Corporate Certificate re: Purchaser;parties may agree, acting reasonably; and (h) the GST Declaration and Indemnity; (i) the Comfort Letters executed by the applicable Landlord; (j) an assignment and assumption of Permitted Encumbrancesindemnification agreement, in a form and substance reasonably acceptable to the Vendor and the Purchaser, with respect to all applicable contractual Permitted Encumbrances, for which the applicable Permitted Encumbrances shall be agreed upon by the Vendor and the Purchaser prior to the Purchaser’s Condition Date; (k) a notice and direction to the applicable Governmental Authority directing that payment of all property tax vacancy credits or rebates for the period prior to or after Closing to be continued to be made to the Vendor (or the Master Lease Tenant as applicable); (l) an assignment and assumption of the Nominee Ground Leases; (m) the Option Agreements; (n) the Easement; and (o) all other documents which the Vendor reasonably requests to give effect to the Transaction and to result set forth in the proper assumption of the Subject Assets by the Purchaser; and such other closing documents as may be requested by the Vendor, acting reasonably, whether or not similar to the foregoingSchedule "Y".

Purchaser’s Closing Documents. Except where expressly provided otherwise, at least two (2) Business Days before On the Closing Date, subject to the terms and conditions of this Agreement, the Purchaser shall deliver or cause the following items and documents to be delivered to the Vendor’s Solicitors (except where expressly provided otherwise) the following, Seller duly executed and, where applicable, acknowledged by the Purchaser where it is a party theretoXxxxxxxxx: (a) the Balance required pursuant to Article 2 hereof, as adjusted Balance (to be delivered on for apportionments under Article 11 hereof and any other credits against the Closing Date to the Title Insurer or Vendor’s Solicitors, at Purchaser’s option)Purchase Price expressly provided for in this Agreement; (b) those documents and agreements described in Section 5.2 to which the Purchaser is a partyLease; (c) a purchaser’s statement of adjustmentsthe Declaration Amendment; (d) if Purchaser’s estate is to be encumbered by a mortgage, the Landlord BCLC Agreement(s)Subordination and Non-Disturbance Agreement (x) signed by Xxxxxxxxx and the holder of any mortgage encumbering the Twenty First Floor Unit or any portion thereof and (y) binding the successors and assigns of Purchaser and those of any such mortgagee; (e) any documents or deliveries contemplated to be delivered by the real estate transfer tax returns of Purchaser as landlord with respect to the Master Lease Tenant as tenant pursuant to any sale of the Grand Villa Master Lease, the Cascades Master Lease, and the Starlight Master Lease, including without limitation any documents specifically contemplated thereby that may be required in connection with the Master Lease Tenant’s financing of its leasehold interest, including a Landlord Lender Agreement, provided that, in each case, the Vendor provides written Notice to the Purchaser specifically requiring same, no later than ten (10) Business Days prior to ClosingTwenty First Floor Unit; (f) any assumptions or notices specifically required checks of the nature described in Section 6.08 above (or wire transfer of immediately available funds) in payment of all amounts payable by Purchaser by the terms of the Permitted Encumbrancesunder Section 6.08, Section 12.02 and Section 12.03 below; (g) certificates of insurance evidencing the Corporate Certificate re: insurance coverage which Purchaser, as owner of the Twenty First Floor Unit, is required to maintain under the Declaration; (h) a letter directing Escrow Agent to release the GST Declaration and IndemnityDownpayment to Seller; (i) the Comfort Letters executed either a check or wire transfer of immediately available funds to a bank account established by the applicable LandlordBoard in an amount equal to (x) the amount to be paid by Purchaser as owner of the Twenty First Floor Unit pursuant to the By-laws for estimated Common Charges for the remainder of the calendar quarter in which the Closing Date occurs and (y) if the Closing Date occurs within thirty (30) days of the end of such calendar quarter, the amount to be paid by Purchaser as owner of the Twenty First Floor Unit pursuant to the By-laws for estimated Common Charges for the following calendar quarter, or such other amount as the parties mutually deem appropriate given the timing of the Closing Date and the manner in which the Condominium is being operated; (j) an assignment a certificate, dated as of the Closing Date, from Purchaser stating that the representations and assumption warranties of Permitted EncumbrancesPurchaser contained in this Agreement are true and correct in all material respects as of the Closing Date, in form and substance reasonably acceptable except to the Vendor extent Purchaser has identified in such certificate any such representations and warranties (other than those set forth in Section 7.04(b)) above which are no longer, true and correct and the Purchaser, with respect to all applicable contractual Permitted Encumbrances, for which the applicable Permitted Encumbrances shall be agreed upon by the Vendor and the Purchaser prior state of facts giving rise to the Purchaser’s Condition Datechange do not constitute a breach by Purchaser of its obligations hereunder or fail to satisfy a condition precedent to Seller's obligation to close title hereunder; (k) a notice power of attorney executed and direction acknowledged by Purchaser granting to the applicable Governmental Authority directing that payment Board the authority to act on behalf of all property tax vacancy credits or rebates for the period prior to or after Closing to be continued to be made Purchaser to the Vendor (or extent set forth in the Master Lease Tenant as applicable)Declaration and otherwise in form and substance reasonably satisfactory to Seller and Title Company; (l) an assignment and assumption of the Nominee Ground Leases;Preliminary Closing Statement; and (m) the Option Agreements; (n) the Easement; and (o) all any other documents which the Vendor or payments required by this Agreement or reasonably requests to give effect to the Transaction and to result in the proper assumption of the Subject Assets by the Purchaser; and such other closing documents as may be requested by the Vendor, acting reasonably, whether or not similar Title Company to the foregoingbe delivered by Purchaser.

Purchaser’s Closing Documents. Except where expressly provided otherwise, at least two (2) Business Days before Before the Closing Date, subject the Purchaser will deliver to Vendors’ Solicitors, to be held in escrow as hereinafter provided, the following: (a) the Assignment of Leases, duly executed by the Purchaser; (b) the Assignment of Approved Service Contracts, duly executed by the Purchaser; (c) the xxxx of sale absolute referred to in Section 10.2(f) which requires execution by the Purchaser, duly executed by the Purchaser; (d) the GST Certificate, duly executed by the Purchaser; (e) a general indemnity from the Purchaser in favour of Vendors with respect to matters arising from and after the Closing Date in respect of the obligations assumed by the Purchaser in Section 4.2 and in the documents referred to in Sections 10.3(a), (b), (c) and (d) above; (f) a certificate dated the Closing Date of a responsible officer of the Purchaser having knowledge of the facts certifying that to the terms knowledge of such officer the representations and conditions of this Agreement, warranties set out in Section 8.4 are true and correct as at the Purchaser shall deliver or cause Closing Date in all material respects and that the Purchaser’s covenants and agreements to be delivered observed or performed before the closing on the Closing Date pursuant to this Agreement have been duly observed and performed in all material respects, in each case with particulars of any applicable exceptions; (g) a statement of adjustments approved by the Purchaser; (h) resolutions of the new shareholder of the Lot F Nominee appointing new directors of the Lot F Nominee; (i) resolutions of the new shareholder of the Lot 1 Nominee appointing new directors of the Lot 1 Nominee; (j) resolutions of the new directors of the Lot F Nominee appointing new officers of the Lot F Nominee and changing the registered and records office for the Lot F Nominee to an office other than the Vendors’ Solicitors; (k) resolutions of the new directors of the Lot 1 Nominee appointing new officers of the Lot 1 Nominee and changing the registered and records office for the Lot 1 Nominee to an office other than the Vendors’ Solicitors; (l) such duly executed documents as are required for filing in the office of the Registrar of Companies (British Columbia) to effect a change of the directors of each of the Nominees and the registered and records offices for each of the Nominees from the current directors and the current registered and records offices for the Nominees to the Vendor’s Solicitors new directors appointed for each of the Nominees and to new registered and records offices for each of the Nominees selected by the Purchaser; (except where expressly provided otherwisem) the followingQLT Lease, duly executed by the Purchaser where it is a party thereto: (a) the adjusted Balance (to be delivered on the Closing Date to the Title Insurer or Vendor’s Solicitors, at Purchaser’s option); (b) those documents and agreements described in Section 5.2 to which the Purchaser is a party; (c) a purchaser’s statement of adjustments; (d) the Landlord BCLC Agreement(s); (e) any documents or deliveries contemplated to be delivered by the Purchaser as landlord to the Master Lease Tenant as tenant pursuant to any of the Grand Villa Master Lease, the Cascades Master Lease, and the Starlight Master Lease, including without limitation any documents specifically contemplated thereby that may be required in connection with the Master Lease Tenant’s financing of its leasehold interest, including a Landlord Lender Agreement, provided that, in each case, the Vendor provides written Notice to the Purchaser specifically requiring same, no later than ten (10) Business Days prior to Closing; (f) any assumptions or notices specifically required of the Purchaser by the terms of the Permitted Encumbrances; (g) the Corporate Certificate re: Purchaser; (h) the GST Declaration and Indemnity; (i) the Comfort Letters executed by the applicable Landlord; (j) an assignment and assumption of Permitted Encumbrances, in form and substance reasonably acceptable to the Vendor and the Purchaser, with respect to all applicable contractual Permitted Encumbrances, for which the applicable Permitted Encumbrances shall be agreed upon by the Vendor and the Purchaser prior to the Purchaser’s Condition Date; (k) a notice and direction to the applicable Governmental Authority directing that payment of all property tax vacancy credits or rebates for the period prior to or after Closing to be continued to be made to the Vendor (or the Master Lease Tenant Lot F Nominee as applicable); (l) an assignment and assumption of the Nominee Ground Leases; (m) the Option Agreementslandlord; (n) a notice from QLT, the EasementLot F Nominee and the Purchaser to the Tenants giving notice of the sale of the Shares in the capital of the Lot F Nominee, the Lot F Property and the Building and directing that rent and all other amounts payable to the Landlord under the Leases be paid to the Purchaser or as the Purchaser may direct, duly executed by the Lot F Nominee and the Purchaser; and (o) all other documents which the Vendor reasonably requests to give effect to the Transaction such further documents, certificates and to result in the proper assumption assurances of the Subject Assets by the Purchaser; and such other closing documents Purchaser as may be requested requisite in the reasonable opinion of the Vendors’ Solicitors to complete the transactions contemplated by this Agreement, provided that the Vendor, acting reasonably, whether or not similar Vendors’ Solicitors have prepared and delivered them to the foregoingPurchaser’s Solicitors at least five (5) Business Days prior to the Closing Date.

Purchaser’s Closing Documents. Except where expressly provided otherwise, at least two (2) Business Days before On the Closing Date, subject to the terms and conditions of this Agreement, the Purchaser shall deliver or cause to be delivered to the Vendor’s Solicitors (except where expressly provided otherwise) the following, duly executed by the Purchaser where it is a party thereto's Solicitors: (a) the adjusted Balance (to be delivered on certificates representing the Closing Date to Shares and the Title Insurer or Vendor’s Solicitors, at Purchaser’s option)Preferred Shares; (b) those documents and agreements described in Section 5.2 to which a certified copy of a resolution of the directors of the Purchaser is a partyauthorizing the purchase of the Assets on the terms and conditions set forth in this Agreement and the issuance of the Shares and the Preferred Shares in accordance with the terms of this Agreement; (c) a purchaser’s statement certified copy of adjustments;a resolution of the directors of the Purchaser approving the creation of the Preferred Shares: (d) a copy of the Landlord BCLC Agreement(s)letter of the TSX-V approving the purchase of the Assets; (e) any documents or deliveries contemplated an opinion of the Purchaser's Solicitors in form and substance satisfactory to be delivered the Vendor's Solicitors as to (i) the validity of the incorporation of the Purchaser and the due authorization, execution and delivery of this document by the Purchaser as landlord to Purchaser, and (ii) the Master Lease Tenant as tenant pursuant to any validity of the Grand Villa Master Lease, creation and issuance of the Cascades Master Lease, Shares and the Starlight Master Lease, including without limitation any documents specifically contemplated thereby that may be required in connection with the Master Lease Tenant’s financing of its leasehold interest, including a Landlord Lender Agreement, provided that, in each case, the Vendor provides written Notice to the Purchaser specifically requiring same, no later than ten (10) Business Days prior to ClosingPreferred Shares; (f) any assumptions a certificate of an officer of the Purchaser, dated as of the Closing Date, in form and substance reasonably satisfactory to the Vendor, as to: (i) the validity of the constating or notices specifically required other constituent documents of the Purchaser; and (ii) the incumbency and validity of the signatures of the officers of the Purchaser by the terms of the Permitted Encumbranceswho executed this Agreement or any other Transaction Documents; (g) a first ranking mortgage substantially in the Corporate Certificate re: Purchaserform set out in Schedule H (the "Mortgage") of the Properties in registrable form securing all obligations of the Purchaser to the Vendor arising as a result of an Event of Default defined in Section 13.1 below; (h) the GST Declaration and IndemnityEscrow Agreement duly executed by the Purchaser; (i) the Comfort Letters executed by instruments of transfer referred to in Section 13.3 in respect of the applicable Landlord;Properties; and (j) an assignment and assumption of Permitted Encumbrances, in form and substance reasonably acceptable to such other documents as the Vendor may reasonably require to perfect the purchase and the Purchaser, with respect to all applicable contractual Permitted Encumbrances, for which the applicable Permitted Encumbrances shall be agreed upon by the Vendor and the Purchaser prior to the Purchaser’s Condition Date; (k) a notice and direction to the applicable Governmental Authority directing that payment of all property tax vacancy credits or rebates for the period prior to or after Closing to be continued to be made to the Vendor (or the Master Lease Tenant as applicable); (l) an assignment and assumption of the Nominee Ground Leases; (m) the Option Agreements; (n) the Easement; and (o) all other documents which the Vendor reasonably requests to give effect to the Transaction and to result in the proper assumption of the Subject Assets by the Purchaser; and such other closing documents as may be requested by the Vendor, acting reasonably, whether or not similar to the foregoingsale intended hereby.

Purchaser’s Closing Documents. Except where expressly provided otherwiseAt the Closing, at least two (2) Business Days before the Closing Date, subject Purchasers will tender to the terms Vendor: (a) a certified copy of a resolution of the directors of Quasar in form satisfactory to the Vendor, acting reasonably, authorizing the execution and conditions delivery of this Agreement, the Purchaser shall deliver or cause to be delivered to Promissory Note, the Vendor’s Solicitors (except where expressly provided otherwise) Escrow Agreement, the following, duly executed by purchase of the Purchaser where it is a party thereto: (a) Shares and the adjusted Balance (to be delivered on escrow of the Closing Date to the Title Insurer or Vendor’s Solicitors, at Purchaser’s option)Shares; (b) those documents a certificate, dated as of the Closing Date, executed by Cameron and by an officer of Quasar certifying that: (i) all of the representations and warranties made by the Purchasers in this Agreement, the Promissory Note, the Escrow Agreement and in the other agreements described in Section 5.2 contemplated herein and therein to which the Purchaser is Purchasers are a partyparty are true on and as of the Closing Date; and (ii) the Purchasers have performed and complied with all of their obligations under this Agreement, the Promissory Note, the Escrow Agreement and the other agreements contemplated herein and therein to which the Purchasers are a party which are to be performed or complied with at or prior to the Time of Closing; (c) a purchaser’s statement solicitors trust cheque payable to the Vendor's solicitors in trust, for the sum of adjustments$225,000.00; (d) the Landlord BCLC Agreement(s)duly executed Promissory Note in the form attached as Schedule 2 to this Agreement; (e) any documents or deliveries contemplated the duly executed Escrow Agreement in the form attached hereto as Schedule 3 to be delivered by the Purchaser as landlord to the Master Lease Tenant as tenant pursuant to any of the Grand Villa Master Lease, the Cascades Master Lease, and the Starlight Master Lease, including without limitation any documents specifically contemplated thereby that may be required in connection with the Master Lease Tenant’s financing of its leasehold interest, including a Landlord Lender this Agreement, provided that, in each case, the Vendor provides written Notice to the Purchaser specifically requiring same, no later than ten (10) Business Days prior to Closing;; and (f) any assumptions or notices specifically required of a written confirmation pursuant to which the Purchaser by Company and the terms of Purchasers shall forgive and release the Permitted Encumbrances; (g) Vendor from the Corporate Certificate re: Purchaser; (h) the GST Declaration and Indemnity; (i) the Comfort Letters executed by the applicable Landlord; (j) an assignment and assumption of Permitted Encumbrances, in form and substance reasonably acceptable obligation to pay to the Vendor and Company the Purchaser, with respect to all applicable contractual Permitted Encumbrances, for which the applicable Permitted Encumbrances shall be agreed upon amount of $1,129.81 owing by the Vendor and the Purchaser prior to the Purchaser’s Condition Date; (k) a notice Company, and direction to the applicable Governmental Authority directing that payment of all property tax vacancy credits or rebates for the period prior to or after Closing to be continued to be made to the Vendor (or the Master Lease Tenant as applicable); (l) an assignment and assumption of the Nominee Ground Leases; (m) the Option Agreements; (n) the Easement; and (o) all other documents which the Vendor reasonably requests to give effect to the Transaction and to result reflected in the proper assumption of the Subject Assets by the Purchaser; and such other closing documents Company's books as may be requested by an account receivable from the Vendor, acting reasonably, whether or not similar to the foregoing.