Common use of Seller Closing Deliveries Clause in Contracts

Seller Closing Deliveries. No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items: 5.2.1 Special Warranty Deed (the "Deed") in the form attached as Exhibit B to Purchaser, subject to the Permitted Exceptions. 5.2.2 A Xxxx of Sale in the form attached as Exhibit C. 5.2.3 Two (2) originals of a General Assignment in the form attached as Exhibit D (the "General Assignment"). 5.2.4 Two (2) originals of an Assignment of Leases and Security Deposits in the form attached as Exhibit E (the "Leases Assignment"). 5.2.5 A letter in the form attached hereto as Exhibit F prepared and addressed by Purchaser, and countersigned by Seller, to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant to the express terms of each applicable Terminated Contract) (the "Vendor Terminations"). 5.2.6 Seller's closing statement. 5.2.7 A title affidavit or an indemnity form reasonably acceptable to Seller, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment. 5.2.8 A certification of Seller's non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 5.2.9 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller's authority to consummate this transaction. 5.2.10 An updated Rent Roll effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Rent Roll shall in no event expand or modify the conditions to Purchaser's obligation to close as specified under Section 8.1.

Seller Closing Deliveries. No later than 1 Business Day prior to Except for the closing statement which shall be delivered on or before the Closing Date, Seller shall deliver to Escrow Agent, each of the following itemsitems no later than 1 Business Day prior to the Closing Date: 5.2.1 5.2.1. Special Warranty Deed (the "Deed") in the form attached as Exhibit B to Purchaser, subject to the Permitted Exceptions. 5.2.2 5.2.2. A Xxxx of Sale in the form attached as Exhibit C. 5.2.3 Two (2) originals of a 5.2.3. A General Assignment in the form attached as Exhibit D (the "General Assignment"). 5.2.4 Two (2) originals of an 5.2.4. An Assignment of Leases and Security Deposits in the form attached as Exhibit E (the "Leases Assignment"). 5.2.5 A letter in the form attached hereto as Exhibit F prepared and addressed by Purchaser, and countersigned by 5.2.5. Seller, to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant 's counterpart signature to the express terms of each applicable Terminated Contract) (the "Vendor Terminations")closing statement prepared by Title Insurer. 5.2.6 Seller's closing statement. 5.2.7 5.2.6. A title affidavit or an indemnity form reasonably acceptable to Seller, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment. 5.2.8 5.2.7. A certification of Seller's non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 5.2.9 5.2.8. Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller's authority to consummate this transaction. 5.2.10 5.2.9. An updated Rent Roll effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Rent Roll shall in no event expand or modify the conditions to Purchaser's obligation to close as specified under Section 8.1. 5.2.10. An updated Property Contracts List effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Property Contracts List shall in no event expand or modify the conditions to Purchaser's obligation to close as specified under Section 8.1. 5.2.11. An Affidavit of Property Value, signed by Seller. 5.2.12. Such notices, transfer disclosures, affidavits or other similar documents that are required by applicable laws to be executed by Seller or otherwise reasonably necessary in order to consummate the transactions contemplated under terms of the Contract.

Seller Closing Deliveries. No later than 1 Business Day prior to Except for the closing statement which shall be delivered on or before the Closing Date, Seller shall deliver to Escrow Agent, each of the following itemsitems no later than 1 Business Day prior to the Closing Date: 5.2.1 Special Warranty Covenant Deed (the "Deed") in the form attached as Exhibit B to Purchaser, subject to the Permitted Exceptions. 5.2.2 A Xxxx of Sale in the form attached as Exhibit C. 5.2.3 Two (2) originals of a A General Assignment in the form attached as Exhibit D (the "General Assignment"). 5.2.4 Two (2) originals of an An Assignment of Leases and Security Deposits in the form attached as Exhibit E (the "Leases Assignment"). 5.2.5 A letter in the form attached hereto as Exhibit F prepared and addressed by Purchaser, and countersigned by Seller, to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant 's counterpart signature to the express terms of each applicable Terminated Contract) (the "Vendor Terminations")closing statement prepared by Title Insurer. 5.2.6 Seller's closing statement. 5.2.7 A title affidavit or an indemnity form reasonably acceptable to Seller, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment. 5.2.8 5.2.7 A certification of Seller's non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 5.2.9 5.2.8 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller's authority to consummate this transaction. 5.2.10 5.2.9 An updated Rent Roll and updated Tenant Security Deposit Balance effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Rent Roll shall in no event expand or modify the conditions to Purchaser's obligation to close as specified under Section 8.1. 5.2.10 An updated Property Contracts List effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Property Contracts List shall in no event expand or modify the conditions to Purchaser's obligation to close as specified under Section 8.1. 5.2.11 Such notices, transfer disclosures, affidavits or other similar documents that are required by applicable laws to be executed by Seller or otherwise reasonably necessary in order to consummate the transactions contemplated under terms of the Contract. 5.2.12 Notification letters to all Tenants prepared and executed by Seller in the form attached hereto as Exhibit G, which shall be delivered to all Tenants by Purchaser immediately after Closing. 5.2.13 Copies of notification letters to all vendors under Property Contracts assigned to Purchaser, informing such vendors of the assignment and assumption of Property Contracts by Purchaser; provided, however, Seller shall have no obligation or liability with respect to the verification or accuracy of any vendor address or guaranteeing the delivery of such notification letter to any vendor. 5.2.14 Copies of resignations of Seller appointed representatives from the Management Committee, if any, effective as of the Closing Date.

Seller Closing Deliveries. No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items: 5.2.1 Special Limited Warranty Deed (the "Deed") in the form attached as Exhibit B to Purchaser, subject to the Permitted Exceptions. 5.2.2 A Xxxx of Sale in the form attached as Exhibit C. 5.2.3 Two (2) originals of a A General Assignment in the form attached as Exhibit D (the "General Assignment"). 5.2.4 Two (2) originals of an An Assignment of Leases and Security Deposits in the form attached as Exhibit E (the "Leases Assignment"). 5.2.5 A closing statement executed by Seller. 5.2.6 A title affidavit or at Seller's option an indemnity, as applicable, in the customary form to enable Title Insurer to delete the standard exceptions to the title insurance policy set forth in this Contract (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment; provided that such affidavit does not subject Seller to any greater liability, or impose any additional obligations, other than as set forth in this Contract. 5.2.7 A certification of Seller’s non‑foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 5.2.8 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller’s authority to consummate this transaction. 5.2.9 An updated Rent Roll reflecting the information required in Section 3.5.3; provided, however, that the content of such updated Rent Roll shall in no event expand or modify the conditions to Purchaser’s obligation to close as specified under Section 8.1. 5.2.10 An updated Property Contracts List reflecting the information required in Section 3.5.4; provided, however, that the content of such updated Property Contracts List shall in no event expand or modify the conditions to Purchaser’s obligation to close as specified under Section 8.1. 5.2.11 A letter in the form attached hereto as Exhibit F prepared and addressed signed by Purchaser, and countersigned by Seller, Seller to each of the vendors under the Terminated Contracts (Purchaser shall be solely responsible for identifying each of the Terminated Contracts) informing them of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination Notification letters to all Tenants prepared and executed by Seller in the form attached hereto as Exhibit G pursuant to the express terms of each applicable Terminated Contract) (the "Vendor Terminations"). 5.2.6 Seller's closing statement. 5.2.7 A title affidavit or an indemnity form reasonably acceptable to Seller, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment. 5.2.8 A certification of Seller's non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 5.2.9 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller's authority to consummate this transaction. 5.2.10 An updated Rent Roll effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Rent Roll shall in no event expand or modify the conditions to Purchaser's obligation to close as specified under Section 8.1.

Seller Closing Deliveries. No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items: 5.2.1 Special Warranty Deed with Vendor's Lien (the "Deed") in the form attached as Exhibit B to Purchaser, subject to the Permitted Exceptions. 5.2.2 A Xxxx of Sale in the form attached as Exhibit C. 5.2.3 Two (2) originals of a A General Assignment and Assumption in the form attached as Exhibit D (the "General Assignment"). 5.2.4 Two (2) originals of an An Assignment and Assumption of Leases and Security Deposits in the form attached as Exhibit E (the "Leases Assignment"). 5.2.5 A letter in the form attached hereto as Exhibit F prepared and addressed by Purchaser, and countersigned by Seller, to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant to the express terms of each applicable Terminated Contract) (the "Vendor Terminations"). 5.2.6 Seller's closing statement. 5.2.7 5.2.6 A title affidavit or an indemnity form reasonably acceptable to Seller, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment. 5.2.8 5.2.7 A certification of Seller's non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 5.2.9 5.2.8 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller's authority to consummate this transaction. 5.2.10 5.2.9 An updated Rent Roll effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Rent Roll shall in no event expand or modify the conditions to Purchaser's obligation to close as specified under Section 8.1. 5.2.10 An updated Property Contracts List effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Property Contracts List shall in no event expand or modify the conditions to Purchaser's obligation to close as specified under Section 8.1.

Seller Closing Deliveries. No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items: 5.2.1 Special Warranty Deed (the "Deed") in the form attached as Exhibit B to Purchaser, subject to the Permitted Exceptions. 5.2.2 A Xxxx of Sale in the form attached as Exhibit C. 5.2.3 Two (2) originals of a A General Assignment in the form attached as Exhibit D (the "General Assignment"). 5.2.4 Two (2) originals of an An Assignment of Leases and Security Deposits in the form attached as Exhibit E (the "Leases Assignment"). 5.2.5 A letter in the form attached hereto as Exhibit F prepared and addressed by Purchaser, and countersigned by Seller, to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant to the express terms of each applicable Terminated Contract) (the "Vendor Terminations"). 5.2.6 Seller's closing statement. 5.2.7 5.2.6 A title affidavit or an indemnity form reasonably acceptable to Seller, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment. 5.2.8 5.2.7 A certification of Seller's non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 5.2.9 5.2.8 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller's authority to consummate this transaction. 5.2.10 5.2.9 An updated Rent Roll effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Rent Roll shall in no event expand or modify the conditions to Purchaser's obligation to close as specified under Section 8.1. 5.2.10 An updated Property Contracts List effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Property Contracts List shall in no event expand or modify the conditions to Purchaser's obligation to close as specified under Section 8.1.

Seller Closing Deliveries. No later than 1 Business Day prior to Except for the closing statement which shall be delivered on or before the Closing Date, Seller shall deliver to Escrow Agent, each of the following itemsitems no later than 1 Business Day prior to the Closing Date: 5.2.1 Special Warranty Deed (the "“Deed"”) in the form attached as Exhibit B D to Purchaser, subject to the Permitted Exceptions. 5.2.2 A Xxxx Bill of Sale in the form attached as Exhibit C.Exhibix X. 5.2.3 Two (2) originals of a A General Assignment in the form attached as Exhibit D F (the "“General Assignment"”). 5.2.4 Two (2) originals of an An Assignment of Leases and Security Deposits in the form attached as Exhibit E G (the "“Leases Assignment"”). 5.2.5 A letter in the form attached hereto as Exhibit F prepared and addressed by Purchaser, and countersigned by Seller, to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant ’s counterpart signature to the express terms of each applicable Terminated Contract) (the "Vendor Terminations")closing statement prepared by Title Insurer. 5.2.6 Seller's closing statement. 5.2.7 A title affidavit or an indemnity form reasonably acceptable to Seller, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment; provided however, that Seller shall not be obligated to provide a title affidavit or an indemnity form addressing the pre-printed exceptions related to the Survey if Purchaser has not provided a new or updated Survey to the Title Company as referenced in Section 4.2. 5.2.7 A Certification of Exemption from Withholding Upon Disposition of Maryland Real Estate. 5.2.8 A certification of Seller's ’s non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 5.2.9 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller's ’s authority to consummate this transaction. 5.2.10 An updated Rent Roll effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Rent Roll shall in no event expand or modify the conditions to Purchaser's ’s obligation to close as specified under Section 8.1. 5.2.11 An updated Property Contracts List effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Property Contracts List shall in no event expand or modify the conditions to Purchaser’s obligation to close as specified under Section 8.1. 5.2.12 Such notices, transfer disclosures, affidavits or other similar documents that are required by applicable laws to be executed by Seller or otherwise reasonably necessary in order to consummate the transactions contemplated under terms of the Contract. 5.2.13 Any necessary state, county or local governmental transfer tax forms or returns.

Seller Closing Deliveries. No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items: 5.2.1 Special Warranty Deed (the "“Deed"”) in the form attached as Exhibit B to Purchaser, subject to the Permitted Exceptions. 5.2.2 A Xxxx of Sale in the form attached as Exhibit C. 5.2.3 Two (2) originals of a A General Assignment in the form attached as Exhibit D (the "“General Assignment"”). 5.2.4 Two (2) originals of an An Assignment of Leases and Security Deposits in the form attached as Exhibit E (the "“Leases Assignment"”). 5.2.5 A letter in the form attached hereto as Exhibit F prepared and addressed by Purchaser, and countersigned by Seller, to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant to the express terms of each applicable Terminated Contract) (the "Vendor Terminations"). 5.2.6 Seller's ’s closing statement. 5.2.7 5.2.6 A title affidavit or an indemnity form reasonably acceptable to Seller, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment. 5.2.8 5.2.7 A certification of Seller's ’s non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 5.2.9 5.2.8 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller's ’s authority to consummate this transaction. 5.2.10 5.2.9 An updated Rent Roll effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Rent Roll shall in no event expand or modify the conditions to Purchaser's ’s obligation to close as specified under Section 8.1. 5.2.10 An updated Property Contracts List effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Property Contracts List shall in no event expand or modify the conditions to Purchaser’s obligation to close as specified under Section 8.1. 5.2.11 Tenant Notice Letters countersigned by Seller in the form attached hereto as Exhibit G. Seller will send copies of the fully executed Tenant Notice Letters to the tenants upon Closing and Purchaser shall cooperate with Seller in sending such notices.

Seller Closing Deliveries. No later than 1 Business Day prior to Except for the closing statement (which shall be delivered on or before the Closing Date), Seller shall deliver to Escrow Agent, each of the following itemsitems no later than 1 Business Day prior to the Closing Date: 5.2.1 Special Warranty Deed (the "“Deed"”) in the form attached as Exhibit B to Purchaser, subject to the Permitted Exceptions. 5.2.2 A Xxxx of Sale in the form attached as Exhibit C. 5.2.3 Two (2) originals of a A General Assignment in the form attached as Exhibit D (the "“General Assignment"”), which General Assignment shall include the assignment of all Repair Work Contracts to the extent required under Section 7.4 below. 5.2.4 Two (2) originals of an An Assignment of Leases and Security Deposits in the form attached as Exhibit E (the "“Leases Assignment"”). 5.2.5 A letter in the form attached hereto as Exhibit F prepared and addressed by Purchaser, and countersigned by Seller, to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant ’s counterpart signature to the express terms of each applicable Terminated Contract) (the "Vendor Terminations")closing statement prepared by Title Insurer. 5.2.6 Seller's closing statement. 5.2.7 A title affidavit or an indemnity form reasonably acceptable to Seller, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment. 5.2.8 5.2.7 A certification of Seller's ’s non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 5.2.9 5.2.8 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller's ’s authority to consummate this transaction. 5.2.10 5.2.9 An updated Rent Roll effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Rent Roll shall in no event expand or modify the conditions to Purchaser's ’s obligation to close as specified under Section 8.1. 5.2.10 An updated Property Contracts List effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Property Contracts List shall in no event expand or modify the conditions to Purchaser’s obligation to close as specified under Section 8.1. 5.2.11 In connection with the Damaged Property, and to the extent required under Section 7.4, an Assignment of Insurance Claims and Proceeds in form reasonably acceptable to Seller, Purchaser and the insurance company (the “Insurance Assignment”). 5.2.12 Such notices, transfer disclosures, affidavits or other similar documents that are required by applicable law to be executed by Seller or otherwise reasonably necessary in order to consummate the transactions contemplated under terms of the Contract.

Seller Closing Deliveries. No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items: 5.2.1 Special Limited Warranty Deed (the "“ Deed"”) in the form attached as Exhibit B to Purchaser, subject to the Permitted Exceptions. 5.2.2 A Xxxx of Sale in the form attached as Exhibit C. 5.2.3 Two (2) originals of a A General Assignment in the form attached as Exhibit D (the "“General Assignment"”). 5.2.4 Two (2) originals of an An Assignment of Leases and Security Deposits in the form attached as Exhibit E (the "“Leases Assignment"”). 5.2.5 A letter in the form attached hereto as Exhibit F prepared and addressed by Purchaser, and countersigned by Seller, to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant to the express terms of each applicable Terminated Contract) (the "Vendor Terminations"). 5.2.6 Seller's ’s closing statement. 5.2.7 5.2.6 A title affidavit or an indemnity form reasonably acceptable to Seller, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment. 5.2.8 5.2.7 A certification of Seller's ’s non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 5.2.9 5.2.8 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller's ’s authority to consummate this transaction. 5.2.10 5.2.9 An updated Rent Roll effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Rent Roll shall in no event expand or modify the conditions to Purchaser's ’s obligation to close as specified under Section 8.1. 5.2.10 An updated Property Contracts List effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Property Contracts List shall in no event expand or modify the conditions to Purchaser’s obligation to close as specified under Section 8.1. 5.2.11 Notification letters to all Tenants prepared and executed by Seller in the form attached hereto as Exhibit G, which shall be delivered to all Tenants by Seller immediately after Closing. 5.2.12 Documents reasonably required by Lender to cause the Loan Assumption and Release. 5.2.13 Any cancellation fees or penalties due to any vendor under any Terminated Contract as a result of the termination thereof to the extent required under Section 3.6.

Seller Closing Deliveries. No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items: 5.2.1 Special 5.2.1. Limited Warranty Deed (the "“Deed"”) in the form attached as Exhibit B to Purchaser, subject to the Permitted Exceptions. 5.2.2 5.2.2. A Xxxx of Sale in the form attached as Exhibit C. 5.2.3 Two (2) originals of a 5.2.3. A General Assignment in the form attached as Exhibit D (the "“General Assignment"”). 5.2.4 Two (2) originals of an 5.2.4. An Assignment of Leases and Security Deposits in the form attached as Exhibit E (the "“Leases Assignment"”). 5.2.5 5.2.5. A letter in the form attached hereto as Exhibit F prepared and addressed by Purchaser, Purchaser and countersigned by Seller, Seller to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant to the express terms of each applicable Terminated Contract) (the "“Vendor Terminations"”). 5.2.6 5.2.6. Seller's ’s closing statement. 5.2.7 5.2.7. A title affidavit or an indemnity form reasonably acceptable to Seller, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment. 5.2.8 5.2.8. A certification of Seller's ’s non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 5.2.9 5.2.9. Resolutions, certificates of existence or good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller's ’s authority to consummate this transaction. 5.2.10 5.2.10. An updated Rent Roll effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Rent Roll shall in no event expand or modify the conditions to Purchaser's ’s obligation to close as specified under Section 8.1. 5.2.11. An updated Property Contracts List effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Property Contracts List shall in no event expand or modify the conditions to Purchaser’s obligation to close as specified under Section 8.1. 5.2.12. An Affidavit of Seller’s Residence if Seller is, or is deemed, a “resident” of Georgia; or an Affidavit of Seller’s Gain if Seller is not a “resident” of Georgia. 5.2.13. A Form PT-61 (Real Estate Transfer Tax Declaration). 5.2.14. A Broker’s Lien Waiver.

Seller Closing Deliveries. No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items: 5.2.1 Special Warranty Deed (the "Deed") in the form attached as Exhibit B to Purchaser, subject to the Permitted Exceptions. 5.2.2 A Xxxx of Sale in the form attached as Exhibit C. 5.2.3 Two (2) originals of a A General Assignment in the form attached as Exhibit D (the "General Assignment"). 5.2.4 Two (2) originals of an An Assignment of Leases and Security Deposits in the form attached as Exhibit E (the "Leases Assignment"). 5.2.5 A letter in the form attached hereto as Exhibit F prepared and addressed by Purchaser, Purchaser and countersigned by Seller, Seller to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant to the express terms of each applicable Terminated Contract) (the "Vendor Terminations"). 5.2.6 Seller's closing statement. 5.2.7 A title affidavit or an indemnity form reasonably acceptable to Seller, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment. 5.2.8 A certification of Seller's non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 5.2.9 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller's authority to consummate this transaction. 5.2.10 An updated Rent Roll effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Rent Roll shall in no event expand or modify the conditions to Purchaser's obligation to close as specified under Section 8.1. 5.2.11 An updated Property Contracts List effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Property Contracts List shall in no event expand or modify the conditions to Purchaser's obligation to close as specified under Section 8.1.

Seller Closing Deliveries. No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, Agent each of the following items: 5.2.1 Special Warranty Deed (the "“Deed"”) in the form attached as Exhibit B to Purchaser, subject to the Permitted Exceptions. 5.2.2 A Xxxx of Sale in the form attached as Exhibit C. 5.2.3 Two (2) originals of a A General Assignment in the form attached as Exhibit D (the "“ General Assignment"”). 5.2.4 Two (2) originals of an An Assignment of Leases and Security Deposits in the form attached as Exhibit E (the "“Leases Assignment"”). 5.2.5 A letter in the form attached hereto as Exhibit F prepared and addressed by Purchaser, and countersigned by Seller, to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant to the express terms of each applicable Terminated Contract) (the "Vendor Terminations"). 5.2.6 Seller's ’s closing statement. 5.2.7 5.2.6 A title affidavit or an indemnity form reasonably acceptable to Seller, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment. 5.2.8 5.2.7 A certification of Seller's ’s non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 5.2.9 5.2.8 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller's ’s authority to consummate this transaction. 5.2.10 An updated 5.2.9 Updated Rent Roll from Seller effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Rent Roll shall in no event expand or modify the conditions to Purchaser's ’s obligation to close as specified under Section 8.1. 5.2.10 Updated Property Contracts List from Seller effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Property Contracts List shall in no event expand or modify the conditions to Purchaser’s obligation to close as specified under Section 8.1. 5.2.11 Such other documents as are reasonably necessary to consummate the transactions herein contemplated in accordance with the terms of this Contract.

Seller Closing Deliveries. No later than 1 one (1) Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items, executed on behalf of Seller if applicable: 5.2.1 Special Warranty Grant Deed (the "“Deed"”) in the form attached as Exhibit B to Purchaser, subject to the Permitted Exceptions. 5.2.2 A Xxxx of Sale in the form attached as Exhibit C. 5.2.3 Two (2) originals of a A General Assignment in the form attached as Exhibit D (the "“General Assignment"”). 5.2.4 Two (2) originals of an An Assignment of Leases and Security Deposits in the form attached as Exhibit E (the "“Leases Assignment"”). 5.2.5 A letter in the form attached hereto as Exhibit F prepared and addressed by Purchaser, Purchaser and countersigned by Seller, Seller to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant to the express terms of each applicable Terminated Contract) (the "“Vendor Terminations"”). 5.2.6 Seller's ’s counterpart signature to the closing statementstatement prepared by the Title Insurer. 5.2.7 A title affidavit or an indemnity in the form reasonably acceptable attached hereto as Exhibit L; provided however, that Seller shall not be obligated to Seller, which is sufficient to enable Title Insurer to delete provide a title affidavit or an indemnity addressing the standard pre-printed exceptions related to the title insurance policy to be issued pursuant Survey if Purchaser has not provided a new or updated Survey to the Title CommitmentInsurer as referenced in Section 4.2. 5.2.8 A certification of Seller's ’s non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 5.2.9 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller's ’s authority to consummate this transaction. 5.2.10 An updated Rent Roll (as hereinafter defined) effective as of a date no more than 3 three (3) Business Days prior to the Closing Date; provided, howeverand an updated Schedule 6.1.14(i) 5.2.11 An updated Property Contracts List effective as of a date no more than three (3) Business Days prior to the Closing Date. 5.2.12 Notification letters to all Tenants at the Property in the form attached hereto as Exhibit G prepared by Purchaser and countersigned by Seller (collectively, that the content "Tenant Notifications") and notification letters to all vendors under Property Contracts (other than Terminated Contracts) in the form attached hereto as Exhibit M prepared by Purchaser and countersigned by Seller (collectively, the "Vendor Notifications"). 5.2.13 Evidence of the termination of the Property Management Agreement and all exclusive leasing agreements. 5.2.14 An Assignment and Assumption of Seller’s interest in the Ground Lease in the form attached hereto as Exhibit J (the “Ground Lease Assignment”) together with a written notice to the ground lessor of such assignment in the form attached hereto as Exhibit N (the “Ground Lease Notification”). 5.2.15 A written notice to the HOA of Seller’s assignment to Purchaser of Seller’s rights and obligations under the Project REA in the form attached hereto as Exhibit O (the “HOA Notification”). 5.2.16 Assignments of Seller’s interests in any non-cash Tenant Security Deposits in the forms required by Section 5.4.6.5. 5.2.17 Updated versions of Schedules 6.1.3, 6.1.6(B), 6.1.14(ii), 6.1.15, 6.1.16, 6.1.17, 6.1.23, and 5.4.6.4, each updated Rent Roll shall in no event expand or modify as of the conditions to Purchaser's obligation to close as specified under Section 8.1Closing Date.

Seller Closing Deliveries. No later than 1 Business Day prior to Except for the closing statement which shall be delivered on or before the Closing Date, Seller shall deliver to Escrow Agent, each of the following items, executed by Seller as appropriate, no later than 1 Business Day prior to the Closing Date: 5.2.1 Special Warranty Deed (the "“Deed"”) in the form attached as Exhibit B to Purchaser, subject to the Permitted Exceptions. 5.2.2 A Xxxx of Sale in the form attached as Exhibit C. 5.2.3 Two (2) originals of a A General Assignment in the form attached as Exhibit D (the "“General Assignment"”). 5.2.4 Two (2) originals of an An Assignment of Leases and Security Deposits in the form attached as Exhibit E (the "“Leases Assignment"”). 5.2.5 A letter in the form attached hereto as Exhibit F prepared and addressed by Purchaser, and countersigned by Seller, to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant 's counterpart signature to the express terms of each applicable Terminated Contract) (the "Vendor Terminations")closing statement prepared by Title Insurer. 5.2.6 Seller's closing statement. 5.2.7 A title affidavit or an indemnity form reasonably acceptable to Seller, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment. 5.2.8 5.2.7 A certification of Seller's non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 5.2.9 5.2.8 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller's authority to consummate this transaction. 5.2.10 5.2.9 An updated Rent Roll effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Rent Roll shall in no event expand or modify the conditions to Purchaser's obligation to close as specified under Section 8.1. 5.2.10 An updated Property Contracts List effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Property Contracts List shall in no event expand or modify the conditions to Purchaser's obligation to close as specified under Section 8.1. 5.2.11 A completed Real Estate Transfer Declaration (on Form P-Tax 203 or such other form required by the Real Estate Transfer Act of the State of Illinois) and such other state, county or local real property tax transfer forms as required by Applicable Law. 5.2.12 An indemnity, in the form of Exhibit I attached hereto and incorporated herein by this reference (“Bulk Sales Indemnity”), executed by Seller, pursuant to which Seller agrees to indemnify, defend and hold harmless Purchaser from and against liability incurred by Purchaser as result of any amounts which may be payable (a) by Seller to the Illinois Department of Revenue pursuant to Section 9-902(d) of the Illinois Income Tax Act (35 ILCS 5/902(d)) or 35 ILCS 120/5j, or (b) by Purchaser as a result of Seller’s failure to make the payments required under clause (a). 5.2.13 Such notices, transfer disclosures, affidavits or other similar documents that are required by applicable laws to be executed by Seller or otherwise reasonably necessary in order to consummate the transactions contemplated under terms of the Contract.

Seller Closing Deliveries. No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items: 5.2.1 Special Warranty Deed (the "“Deed"”) in the form attached as Exhibit B to Purchaser, subject to the Permitted Exceptions. 5.2.2 A Xxxx of Sale in the form attached as Exhibit C. 5.2.3 Two (2) originals of a A General Assignment and Assumption in the form attached as Exhibit D (the "“General Assignment"”). 5.2.4 Two (2) originals of an An Assignment and Assumption of Leases and Security Deposits in the form attached as Exhibit E (the "“Leases Assignment"”). 5.2.5 A letter in the form attached hereto as Exhibit F prepared and addressed by Purchaser, Purchaser and countersigned by Seller, Seller to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant to the express terms of each applicable Terminated Contract) (the "“Vendor Terminations"”). 5.2.6 A closing statement executed by Seller's closing statement. 5.2.7 A title affidavit or at Seller’s option an indemnity indemnity, as applicable, in the customary form reasonably acceptable to Seller, which is sufficient Seller to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy set forth in this Contract (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment; provided that such affidavit does not subject Seller to any greater liability, or impose any additional obligations, other than as set forth in this Contract. 5.2.8 A certification of Seller's ’s non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 5.2.9 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller's ’s authority to consummate this transaction. 5.2.10 An updated Rent Roll effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Rent Roll shall in no event expand or modify the conditions to Purchaser's ’s obligation to close as specified under Section 8.1.

Seller Closing Deliveries. No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items: 5.2.1 Special Limited Warranty Deed (the "Deed") in the form attached as Exhibit B to Purchaser, subject to the Permitted Exceptions. 5.2.2 A Xxxx of Sale in the form attached as Exhibit C. 5.2.3 Two (2) originals of a A General Assignment in the form attached as Exhibit D (the "General Assignment"). 5.2.4 Two (2) originals of an An Assignment of Leases and Security Deposits in the form attached as Exhibit E (the "Leases Assignment"). 5.2.5 A letter in the form attached hereto as Exhibit F prepared and addressed signed by Purchaser, and countersigned by Seller, Seller to each of the vendors under the Terminated Contracts (Purchaser shall be solely responsible for identifying each of the Terminated Contracts) informing them of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant to the express terms of each applicable Terminated Contract) (the "Vendor Terminations"). 5.2.6 A closing statement executed by Seller's closing statement. 5.2.7 A title affidavit or at Seller's option an indemnity indemnity, as applicable, in the customary form reasonably acceptable to Seller, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy set forth in this Contract (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment.; provided that such affidavit does not subject Seller to any greater liability, or impose any additional obligations, other than as set forth in this Contract; and 5.2.8 A certification of Seller's non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 5.2.9 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller's authority to consummate this transaction. 5.2.10 A Sales Information Disclosure Form in the form promulgated by the Indiana Department of Revenue executed by Seller. 5.2.11 Notification letters to all Tenants prepared and executed by Seller in the form attached hereto as Exhibit G. 5.2.12 An updated Rent Roll effective as of a date no more than 3 Business Days prior to reflecting the Closing Date; information required in Section 3.5.3 provided, however, that the content of such updated Rent Roll shall in no event expand or modify the conditions to Purchaser's obligation to close as specified under Section 8.1. 5.2.13 An updated Property Contracts List reflecting the information required in Section 3.5.4, provided, however, that the content of such updated Property Contracts List shall in no event expand or modify the conditions to Purchaser's obligation to close as specified under Section 8.1.

Seller Closing Deliveries. No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items: 5.2.1 5.2.1. Special Warranty Deed (the "“Deed"”) in the form attached as Exhibit B to Purchaser, subject to the Permitted Exceptions. 5.2.2 5.2.2. A Xxxx of Sale in the form attached as Exhibit C. 5.2.3 Two (2) originals of a 5.2.3. A General Assignment in the form attached as Exhibit D (the "“General Assignment"”). 5.2.4 Two (2) originals of an 5.2.4. An Assignment of Leases and Security Deposits in the form attached as Exhibit E (the "“Leases Assignment"”). 5.2.5 A letter in the form attached hereto as Exhibit F prepared and addressed by Purchaser, and countersigned by 5.2.5. Seller, to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant to the express terms of each applicable Terminated Contract) (the "Vendor Terminations"). 5.2.6 Seller's ’s closing statement. 5.2.7 5.2.6. A title affidavit or an indemnity form reasonably acceptable to Seller, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment. 5.2.8 5.2.7. A certification of Seller's ’s non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 5.2.9 5.2.8. Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller's ’s authority to consummate this transaction. 5.2.10 5.2.9. An updated Rent Roll effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Rent Roll shall in no event expand or modify the conditions to Purchaser's ’s obligation to close as specified under Section 8.1. 5.2.10. An updated Property Contracts List effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Property Contracts List shall in no event expand or modify the conditions to Purchaser’s obligation to close as specified under Section 8.1. 5.2.11. Notification letters to all Tenants in the form attached hereto as Exhibit G, which shall be delivered to all Tenants by Seller immediately after Closing (the “Tenant Notification”). 5.2.12. Any notice required by City of Houston Ordinance 89-1312 or Ordinance 1999-262, as applicable (the “Ordinance Notice”). 5.2.13. Any notice required by Sections 49.231 or 49.452 of the Texas Water Code (the “District Notice”).

Seller Closing Deliveries. No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items: 5.2.1 Special Warranty Deed (the "Deed") in the form attached as Exhibit B to Purchaser, subject to the Permitted Exceptions. 5.2.2 A Xxxx of Sale in the form attached as Exhibit C. 5.2.3 Two (2) originals of a A General Assignment in the form attached as Exhibit D (the "General Assignment"). 5.2.4 Two (2) originals of an An Assignment of Leases and Security Deposits in the form attached as Exhibit E (the "Leases Assignment"). 5.2.5 A letter in the form attached hereto as Exhibit F prepared and addressed by Purchaser, and countersigned by Seller, to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant to the express terms of each applicable Terminated Contract) (the "Vendor Terminations"). 5.2.6 Seller's closing statement. 5.2.7 5.2.6 A title affidavit or an indemnity form reasonably acceptable to Seller, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment, other than taxes for the current year and matters of survey. 5.2.8 5.2.7 A certification of Seller's non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 5.2.9 5.2.8 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller's authority to consummate this transaction. 5.2.10 5.2.9 An updated Rent Roll effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Rent Roll shall in no event expand or modify the conditions to Purchaser's obligation to close as specified under Section 8.1. 5.2.10 An updated Property Contracts List (together with copies of any new or modified Property Contracts) effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Property Contracts List shall in no event expand or modify the conditions to Purchaser's obligation to close as specified under Section 8.1.

Seller Closing Deliveries. No later than 1 Business Day prior to Except for the closing statement which shall be delivered on or before the Closing Date, Seller shall deliver to Escrow Agent, each of the following itemsitems no later than 1 Business Day prior to the Closing Date: 5.2.1 Special Warranty Deed (the "Deed") in the form attached as Exhibit B to Purchaser, subject to the Permitted Exceptions. 5.2.2 A Xxxx of Sale in the form attached as Exhibit C. 5.2.3 Two (2) originals of a A General Assignment in the form attached as Exhibit D (the "General Assignment"). 5.2.4 Two (2) originals of an An Assignment of Leases and Security Deposits in the form attached as Exhibit E (the "Leases Assignment"). 5.2.5 A letter in the form attached hereto as Exhibit F prepared and addressed by Purchaser, and countersigned by Seller, to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant 's counterpart signature to the express terms of each applicable Terminated Contract) (the "Vendor Terminations")closing statement prepared by Title Insurer. 5.2.6 Seller's closing statement. 5.2.7 A title affidavit or an indemnity form reasonably acceptable to Seller, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment. 5.2.8 5.2.7 A certification of Seller's non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 5.2.9 5.2.8 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller's authority to consummate this transaction. 5.2.10 5.2.9 An updated Rent Roll effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Rent Roll shall in no event expand or modify the conditions to Purchaser's obligation to close as specified under Section 8.1. 5.2.10 An updated Property Contracts List effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Property Contracts List shall in no event expand or modify the conditions to Purchaser's obligation to close as specified under Section 8.1. 5.2.11 A completed Real Estate Transfer Declaration (on Form P-Tax 203 or such other form required by the Real Estate Transfer Act of the State of Illinois) and such other state, county or local real property tax transfer forms as required by Applicable Law. 5.2.12 Such notices, transfer disclosures, affidavits or other similar documents that are required by applicable laws to be executed by Seller or otherwise reasonably necessary in order to consummate the transactions contemplated under terms of the Contract.

Seller Closing Deliveries. No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items: 5.2.1 Special Limited Warranty Deed (the "Deed") in the form attached as Exhibit B to Purchaser, subject to the Permitted Exceptions. 5.2.2 A Xxxx of Sale in the form attached as Exhibit C. 5.2.3 Two (2) originals of a A General Assignment in the form attached as Exhibit D (the "General Assignment"). 5.2.4 Two (2) originals of an An Assignment of Leases and Security Deposits in the form attached as Exhibit E (the "Leases Assignment"). 5.2.5 A letter in the form attached hereto as Exhibit F prepared and addressed by Purchaser, Purchaser and countersigned by Seller, Seller to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant to the express terms of each applicable Terminated Contract) (the "Vendor Terminations"). 5.2.6 A closing statement executed by Seller's closing statement. 5.2.7 A title affidavit or at Seller's option an indemnity indemnity, as applicable, in the customary form reasonably acceptable to Seller, which is sufficient Seller to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy set forth in this Contract (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment.; provided that such affidavit does not subject Seller to any greater liability, or impose any additional obligations, other than as set forth in this Contract; and 5.2.8 A certification of Seller's non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 5.2.9 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller's authority to consummate this transaction. 5.2.10 A County Form 170 to be executed by the preparer of each document above which will be submitted for recording in the State of Indiana. 5.2.11 A Sales Information Disclosure Form in the form promulgated by the Indiana Department of Revenue executed by Seller. 5.2.12 An updated Rent Roll effective as of a date no more than 3 Business Days prior to reflecting the Closing Dateinformation required in Section 3.5.3; provided, however, that the content of such updated Rent Roll shall in no event expand or modify the conditions to Purchaser's obligation to close as specified under Section 8.1.

Seller Closing Deliveries. No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow AgentAgent (for disbursement to Purchaser upon Closing), each of the following items: 5.2.1 Special Warranty Deed (the "" Deed") in the form attached as Exhibit B to Purchaser, subject to the Permitted Exceptions. 5.2.2 A Xxxx Bxxx of Sale in the form attached as Exhibit C. 5.2.3 Two (2) originals of a A General Assignment in the form attached as Exhibit D (the "General Assignment"). 5.2.4 Two (2) originals of an An Assignment of Leases and Security Deposits in the form attached as Exhibit E (the "Leases Assignment"). 5.2.5 A letter in the form attached hereto as Exhibit F prepared and addressed by Purchaser, and countersigned by Seller, to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant to the express terms of each applicable Terminated Contract) (the "Vendor Terminations"). 5.2.6 Seller's closing statement. 5.2.7 5.2.6 A title affidavit or an indemnity form reasonably acceptable to Seller, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment. 5.2.8 5.2.7 A certification of Seller's non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 5.2.9 5.2.8 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller's authority to consummate this transaction. 5.2.10 5.2.9 An updated Rent Roll effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Rent Roll shall in no event expand or modify the conditions to Purchaser's obligation to close as specified under Section 8.1. 5.2.10 An updated Property Contracts List effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Property Contracts List shall in no event expand or modify the conditions to Purchaser's obligation to close as specified under Section 8.1. 5.2.11 Notification letters to all Tenants prepared and executed by Seller in the form attached hereto as Exhibit G, which shall be delivered to all Tenants by Seller immediately after the Closing.

Seller Closing Deliveries. No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items: 5.2.1 Special Warranty Deed (the "“Deed"”) in the form attached as Exhibit B to Purchaser, subject to the Permitted Exceptions. 5.2.2 A Xxxx of Sale in the form attached as Exhibit C. 5.2.3 Two (2) originals of a A General Assignment and Assumption in the form attached as Exhibit D (the "“General Assignment"”). 5.2.4 Two (2) originals of an An Assignment and Assumption of Leases and Security Deposits in the form attached as Exhibit E (the "“Leases Assignment"”). 5.2.5 A letter in the form attached hereto as Exhibit F prepared and addressed by Purchaser, Purchaser and countersigned by Seller, Seller to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant to the express terms of each applicable Terminated Contract) (the "“Vendor Terminations"”). 5.2.6 A closing statement executed by Seller's closing statement. 5.2.7 A title affidavit or at Seller’s option an indemnity indemnity, as applicable, in the customary form reasonably acceptable to Seller, which is sufficient Seller to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy set forth in this Contract (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment; provided that such affidavit does not subject Seller to any greater liability, or impose any additional obligations, other than as set forth in this Contract. 5.2.8 A certification of Seller's ’s non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 5.2.9 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller's ’s authority to consummate this transaction. 5.2.10 An updated Rent Roll effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Rent Roll shall in no event expand or modify the conditions to Purchaser's obligation to close as specified under Section 8.1.

Seller Closing Deliveries. No later than 1 Business Day prior to 12:00 p.m. on the Closing Date, Seller shall deliver to Escrow Agent, each of the following items: 5.2.1 Special Warranty Deed (the "“Deed"”) in the form attached as Exhibit B to Purchaser, subject to the Permitted Exceptions. 5.2.2 A Xxxx of Sale in the form attached as Exhibit C. 5.2.3 Two (2) originals of a A General Assignment in the form attached as Exhibit D (the "“General Assignment"”). 5.2.4 Two (2) originals of an An Assignment of Leases and Security Deposits in the form attached as Exhibit E (the "“Leases Assignment"”). 5.2.5 A letter in the form attached hereto as Exhibit F prepared and addressed by Purchaser, and countersigned by Seller, to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant to the express terms of each applicable Terminated Contract) (the "Vendor Terminations"). 5.2.6 Seller's ’s closing statement. 5.2.7 5.2.6 A title affidavit or an indemnity form reasonably acceptable to Seller, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment. 5.2.8 5.2.7 A certification of Seller's ’s non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 5.2.9 5.2.8 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller's ’s authority to consummate this transaction. 5.2.10 5.2.9 An updated Rent Roll effective as of a date no more than 3 1 Business Days Day prior to the Closing Date; provided, however, that the content of such updated Rent Roll shall in no event expand or modify the conditions to Purchaser's ’s obligation to close as specified under Section 8.1. 5.2.10 An updated Property Contracts List effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Property Contracts List shall in no event expand or modify the conditions to Purchaser’s obligation to close as specified under Section 8.1. 5.2.11 Such other documents as are reasonably requested by Purchaser or Lender and that are in Seller’s reasonable possession or control or are necessary to consummate the transactions herein contemplated in accordance with the terms of the Contract.

Seller Closing Deliveries. No later than 1 Business Day prior to Except for the closing statement which shall be delivered on or before the Closing Date, Seller shall deliver to Escrow Agent, each of the following itemsitems no later than 1 Business Day prior to the Closing Date: 5.2.1 Special Warranty Deed (the "Deed") in the form attached as Exhibit B to Purchaser, subject to the Permitted Exceptions. 5.2.2 A Xxxx of Sale in the form attached as Exhibit C. 5.2.3 Two (2) originals of a A General Assignment in the form attached as Exhibit D (the "General Assignment"). 5.2.4 Two (2) originals of an An Assignment of Leases and Security Deposits in the form attached as Exhibit E (the "Leases Assignment"). 5.2.5 A letter in the form attached hereto as Exhibit F prepared and addressed by Purchaser, and countersigned by Seller, to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant 's counterpart signature to the express terms of each applicable Terminated Contract) (the "Vendor Terminations")closing statement prepared by Title Insurer. 5.2.6 Seller's closing statement. 5.2.7 A title affidavit or an indemnity form reasonably acceptable to Seller, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment. 5.2.8 5.2.7 A certification of Seller's non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 5.2.9 5.2.8 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller's authority to consummate this transaction. 5.2.10 5.2.9 An updated Rent Roll effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Rent Roll shall in no event expand or modify the conditions to Purchaser's obligation to close as specified under Section 8.19.1. 5.2.10 An updated Property Contracts List effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Property Contracts List shall in no event expand or modify the conditions to Purchaser's obligation to close as specified under Section 9.1. 5.2.11 Any cancellation fees or penalties due to any vendor under any Terminated Contract as a result of the termination thereof. 5.2.12 Such notices, transfer disclosures, affidavits or other similar documents that are required by applicable laws to be executed by Seller or otherwise reasonably necessary in order to consummate the transactions contemplated under terms of the Contract. 5.2.13 An executed copy of an Arizona Affidavit of Real Property Value, attached hereto as Exhibit I (the “Real Property Affidavit”).

Seller Closing Deliveries. No later than 1 Business Day prior to Except for the closing statement which shall be delivered on or before the Closing Date, Seller shall deliver to Escrow Agent, each of the following itemsitems no later than 1 Business Day prior to the Closing Date: 5.2.1 5.2.1. One original of a Special Warranty Deed (the "“Deed"”) in the form attached as Exhibit B to Purchaser, subject to the Permitted Exceptions, executed by Seller. 5.2.2 A 5.2.2. Four originals of a Xxxx of Sale in the form attached as Exhibit C.C, executed by Seller. 5.2.3 Two (2) 5.2.3. Four originals of a General Assignment in the form attached as Exhibit D (the "“General Assignment"”), executed by Seller. 5.2.4 Two (2) 5.2.4. Four originals of an Assignment of Leases and Security Deposits in the form attached as Exhibit E (the "“Leases Assignment"”), executed by Seller. 5.2.5 A letter in the form attached hereto as Exhibit F prepared and addressed by Purchaser, and countersigned by 5.2.5. Seller, to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant ’s counterpart signature to the express terms of each applicable Terminated Contract) (the "Vendor Terminations")closing statement prepared by Title Insurer. 5.2.6 Seller's closing statement. 5.2.7 5.2.6. A title affidavit or an indemnity form reasonably acceptable to Seller, executed by Seller, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment. 5.2.8 5.2.7. A certification of Seller's ’s non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, executed by Seller. 5.2.9 5.2.8. Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller's ’s authority to consummate this transaction. 5.2.10 5.2.9. An updated Rent Roll effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Rent Roll shall in no event expand or modify the conditions to Purchaser's ’s obligation to close as specified under Section 8.1. 5.2.10. An updated Property Contracts List effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Property Contracts List shall in no event expand or modify the conditions to Purchaser’s obligation to close as specified under Section 8.1. 5.2.11. Such notices, transfer disclosures, affidavits or other similar documents that are required by applicable laws to be executed by Seller or otherwise reasonably necessary in order to consummate the transactions contemplated under terms of the Contract. 5.2.12. Any necessary state, county or local governmental transfer tax forms or returns. 5.2.13. Proof of termination of any property management or leasing agreement related to the Property.

Seller Closing Deliveries. No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items: 5.2.1 Special Warranty Deed (the "Deed") in the form attached as Exhibit B to Purchaser, subject to the Permitted Exceptions. 5.2.2 A Xxxx of Sale in the form attached as Exhibit C. 5.2.3 Two (2) originals of a A General Assignment in the form attached as Exhibit D (the "General Assignment"). 5.2.4 Two (2) originals of an An Assignment of Leases and Security Deposits in the form attached as Exhibit E (the "Leases Assignment"). 5.2.5 A letter in the form attached hereto as Exhibit F prepared and addressed by Purchaser, Purchaser and countersigned by Seller, Seller to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant to the express terms of each applicable Terminated Contract) (the "Vendor Terminations"). 5.2.6 Seller's closing statement. 5.2.7 A title affidavit or an indemnity form reasonably acceptable to Seller, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment. 5.2.8 A certification of Seller's non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 5.2.9 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller's authority to consummate this transaction. 5.2.10 An updated Rent Roll effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Rent Roll shall in no event expand or modify the conditions to Purchaser's obligation to close except as specified under Section 8.1. 5.2.11 An updated Property Contracts List effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Property Contracts List shall in no event expand or modify the conditions to Purchaser's obligation to close as specified under Section 8.1.

Seller Closing Deliveries. No later than 1 Business Day prior to Except for the closing statement (which shall be delivered on or before the Closing Date), Seller shall deliver to Escrow Agent, each of the following itemsitems no later than 1 Business Day prior to the Closing Date: 5.2.1 Special Warranty Deed (the "Deed") in the form attached as Exhibit B to Purchaser, subject to the Permitted Exceptions. 5.2.2 A Xxxx of Sale in the form attached as Exhibit C.C, conveying the Personal Property identified in Exhibit C-1, if and to the extent the same may exist on the Closing Date. 5.2.3 Two (2) originals of a A General Assignment in the form attached as Exhibit D (the "General Assignment"). 5.2.4 Two (2) originals of an An Assignment of Leases and Security Deposits in the form attached as Exhibit E (the "Leases Assignment"). 5.2.5 A letter in the form attached hereto as Exhibit F prepared and addressed by Purchaser, and countersigned by Seller, to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant 's counterpart signature to the express terms of each applicable Terminated Contract) (the "Vendor Terminations")closing statement prepared by Title Insurer. 5.2.6 Seller's closing statement. 5.2.7 A title affidavit or an indemnity form reasonably acceptable to Seller, which is sufficient sufficient; (i) to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy (including parties in possession and mechanic’s liens, but excluding any survey related pre-printed exceptions unless Purchaser shall have provided the Title Insurer with a current survey meeting ALTA/ACSM standards) to be issued pursuant to the Title Commitment, if Purchaser elects to obtain an extended ALTA title insurance policy, and (ii) for Title Insurer to provide gap coverage. 5.2.8 5.2.7 A certification of Seller's non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 5.2.9 5.2.8 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller's authority to consummate this transaction. 5.2.10 5.2.9 An updated Rent Roll effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Rent Roll shall in no event expand or modify the conditions to Purchaser's obligation to close as specified under Section 8.1. 5.2.10 An updated Property Contracts List effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Property Contracts List shall in no event expand or modify the conditions to Purchaser's obligation to close as specified under Section 8.1. 5.2.11 Any applicable transfer tax forms or conveyance forms, including, without limitation, a real estate excise tax affidavit (the “REET Affidavit”). 5.2.12 Such notices, affidavits or other similar documents that are required by applicable laws to be executed by Seller or otherwise reasonably necessary in order to consummate the transactions contemplated under terms of the Contract.

Seller Closing Deliveries. No later than 1 Business Day prior to Except for the closing statement which shall be delivered on or before the Closing Date, Seller shall deliver to Escrow Agent, each of the following itemsitems no later than 1 Business Day prior to the Closing Date: 5.2.1 Special Warranty Deed (the "“Deed"”) in the form attached as Exhibit B to Purchaser, subject to the Permitted Exceptions. 5.2.2 A Xxxx of Sale in the form attached as Exhibit C. 5.2.3 Two (2) originals of a A General Assignment in the form attached as Exhibit D (the "“General Assignment"”). 5.2.4 Two (2) originals of an An Assignment of Leases and Security Deposits in the form attached as Exhibit E (the "“Leases Assignment"”). 5.2.5 A letter in the form attached hereto as Exhibit F prepared and addressed by Purchaser, and countersigned by Seller, to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant ’s counterpart signature to the express terms of each applicable Terminated Contract) (the "Vendor Terminations")closing statement prepared by Title Insurer. 5.2.6 Seller's closing statement. 5.2.7 A title affidavit or an indemnity form reasonably acceptable to Seller, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment. 5.2.8 5.2.7 A certification of Seller's ’s non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 5.2.9 5.2.8 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller's ’s authority to consummate this transaction. 5.2.10 5.2.9 An updated Rent Roll effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Rent Roll shall in no event expand or modify the conditions to Purchaser's ’s obligation to close as specified under Section 8.1. 5.2.10 Such notices, transfer disclosures, affidavits or other similar documents that are required by applicable laws to be executed by Seller or otherwise reasonably necessary in order to consummate the transactions contemplated under terms of the Contract.

Seller Closing Deliveries. No later than 1 Business Day prior to the Closing Date, each Seller shall shall, with respect to each Property to be conveyed by such Seller hereunder, deliver to Escrow Agent, each of the following items: 5.2.1 Special Warranty Deed (the "Deed") in the form attached as Exhibit B to Purchaser, subject to (the Permitted Exceptions"Deed"). 5.2.2 A signed Xxxx of Sale in the form attached as Exhibit C. 5.2.3 Two (2) originals of a A signed General Assignment in the form attached as Exhibit D (the "General Assignment"). 5.2.4 Two (2) originals of an A signed Assignment of Leases and Security Deposits in the form attached as Exhibit E (the "Leases Assignment"). 5.2.5 A letter in the form attached hereto as Exhibit F prepared and addressed by Purchaser, Purchaser and countersigned by Seller, such Seller to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant to the express terms of each applicable Terminated Contract) (the "Vendor Terminations"). 5.2.6 With respect to Broadmoor and Falls on Bull Creek, a signed Assignment and Assumption of XXXX (the "XXXX Assignment Form") in a form and content required by the Issuer and Trustee (and as reasonably approved by the applicable Seller's closing statement). 5.2.7 A closing statement executed by such Seller. 5.2.8 A signed title affidavit or at such Seller's option an indemnity indemnity, as applicable, in the customary form reasonably acceptable to Seller, which is sufficient such Seller to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy set forth in this Contract (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment.; provided that such affidavit does not subject such Seller to any greater liability, or impose any additional obligations, other than as set forth in this Contract; and 5.2.8 5.2.9 A signed certification of such Seller's non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 5.2.9 5.2.10 Resolutions, certificates of existence or good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing such Seller's authority to consummate this transaction. 5.2.10 5.2.11 An updated Rent Roll effective as of a date no more than 3 Business Days prior to reflecting the Closing Dateinformation required in Section 3.5.3; provided, however, that the content of such updated Rent Roll shall in no event expand or modify the conditions to Purchaser's obligation to close as specified under Section 8.1.

Seller Closing Deliveries. No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items: 5.2.1 Special Limited Warranty Deed (the "Deed") in the form attached as Exhibit B to Purchaser, subject to the Permitted Exceptions. 5.2.2 A Xxxx of Sale in the form attached as Exhibit C. 5.2.3 Two (2) originals of a A General Assignment in the form attached as Exhibit D (the "General Assignment"). 5.2.4 Two (2) originals of an An Assignment of Leases and Security Deposits in the form attached as Exhibit E (the "Leases Assignment"). 5.2.5 A letter in the form attached hereto as Exhibit F prepared and addressed by Purchaser, Purchaser and countersigned by Seller, Seller to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant to the express terms of each applicable Terminated Contract) (the "Vendor Terminations"). 5.2.6 Seller's closing statement. 5.2.7 A title affidavit or an indemnity form reasonably acceptable to Seller, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment. 5.2.8 A certification of Seller's non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 5.2.9 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller's authority to consummate this transaction. 5.2.10 An updated Rent Roll effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Rent Roll shall in no event expand or modify the conditions to Purchaser's obligation to close as specified under Section 8.1. 5.2.11 An updated Property Contracts List effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Property Contracts List shall in no event expand or modify the conditions to Purchaser's obligation to close as specified under Section 8.1.

Seller Closing Deliveries. No later than 1 Business Day prior to Except for the closing statement (which shall be delivered on or before the Closing Date), Seller shall deliver to Escrow Agent, each of the following itemsitems no later than 3 Business Days prior to the Closing Date: 5.2.1 Special Warranty Deed (the "“Deed"”) in the form attached as Exhibit B to Purchaser, subject to the Permitted Exceptions. 5.2.2 A Xxxx of Sale in the form attached as Exhibit C. 5.2.3 Two (2) originals of a A General Assignment in the form attached as Exhibit D (the "“General Assignment"”), which General Assignment shall include the assignment of all Repair Work Contracts to the extent required under Section 7.5 below. 5.2.4 Two (2) originals of an An Assignment of Leases and Security Deposits in the form attached as Exhibit E (the "“Leases Assignment"”). 5.2.5 A letter in the form attached hereto as Exhibit F prepared and addressed by Purchaser, and countersigned by Seller, to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant ’s counterpart signature to the express terms of each applicable Terminated Contract) (the "Vendor Terminations")closing statement prepared by Title Insurer. 5.2.6 Seller's closing statement. 5.2.7 A title affidavit or an indemnity form reasonably acceptable to Seller, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment. 5.2.8 5.2.7 A certification of Seller's ’s non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 5.2.9 5.2.8 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller's ’s authority to consummate this transaction. 5.2.10 5.2.9 An updated Rent Roll effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Rent Roll shall in no event expand or modify the conditions to Purchaser's ’s obligation to close as specified under Section 8.1. 5.2.10 An updated Property Contracts List effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Property Contracts List shall in no event expand or modify the conditions to Purchaser’s obligation to close as specified under Section 8.1. 5.2.11 In connection with the Damaged Property, and to the extent required under Section 7.5, an Assignment of Insurance Claims and Proceeds in form reasonably acceptable to Seller, Purchaser and the insurance company (the “Insurance Assignment”). 5.2.12 Such notices, transfer disclosures, affidavits or other similar documents that are required by applicable law to be executed by Seller or otherwise reasonably necessary in order to consummate the transactions contemplated under terms of the Contract.

Seller Closing Deliveries. No later than 1 Business Day prior to Except for the closing statement which shall be delivered on or before the Closing Date, Seller shall deliver to Escrow Agent, each of the following itemsitems no later than one (1) Business Day prior to the Closing Date: 5.2.1 Special Warranty Deed (the "Deed") in the form attached as Exhibit B to Purchaser, subject to the Permitted Exceptions. 5.2.2 A Xxxx of Sale in the form attached as Exhibit C. 5.2.3 Two (2) originals of a A General Assignment in the form attached as Exhibit D (the "General Assignment"). 5.2.4 Two (2) originals of an An Assignment of Leases and Security Deposits in the form attached as Exhibit E (the "Leases Assignment"). 5.2.5 A letter in the form attached hereto as Exhibit F prepared and addressed by Purchaser, and countersigned by Seller, to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant 's counterpart signature to the express terms of each applicable Terminated Contract) (the "Vendor Terminations")closing statement prepared by Title Insurer. 5.2.6 Seller's closing statement. 5.2.7 A title affidavit or an indemnity form reasonably acceptable to Seller, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions exceptions, including the deletion of the standard pre-printed exception relating to any lien, or right to a lien, for services, labor or materials heretofore or hereafter furnished, imposed by law and not shown by public records, to the title insurance policy to be issued pursuant to the Title Commitment. 5.2.8 5.2.7 A certification of Seller's non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 5.2.9 5.2.8 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller's authority to consummate this transaction. 5.2.10 5.2.9 An updated Rent Roll effective as of a date no more than 3 three (3) Business Days prior to the Closing Date; provided, however, that the content of such updated Rent Roll shall in no event expand or modify the conditions to Purchaser's obligation to close as specified under Section 8.1. 5.2.10 An updated Property Contracts List effective as of a date no more than three (3) Business Days prior to the Closing Date; provided, however, that the content of such updated Property Contracts List shall in no event expand or modify the conditions to Purchaser's obligation to close as specified under Section 8.1. 5.2.11 Such notices, transfer disclosures, affidavits or other similar documents that are required by applicable laws to be executed by Seller or otherwise reasonably necessary in order to consummate the transactions contemplated under terms of the Contract. 5.2.12 An assumption and release agreement for the Assumed Loan Documents in a form required by Lender and acceptable to Seller. 5.2.13 Any cancellation fees or penalties due to any vendor under any Terminated Contract as a result of the termination thereof.

Seller Closing Deliveries. No later than 1 Business Day prior to Except for the closing statement (which shall be delivered on or before the Closing Date), Seller shall deliver to Escrow Agent, each of the following itemsitems no later than one (1) Business Day prior to the Closing Date: 5.2.1 Special Warranty Deed (the "“Deed"”) in the form attached as Exhibit B to Purchaser, subject to the Permitted Exceptions. 5.2.2 A Xxxx of Sale in the form attached as Exhibit C. 5.2.3 Two (2) originals of a A General Assignment in the form attached as Exhibit D (the "“General Assignment"”). 5.2.4 Two (2) originals of an An Assignment of Leases and Security Deposits in the form attached as Exhibit E (the "“Leases Assignment"”). 5.2.5 A letter in the form attached hereto as Exhibit F prepared and addressed by Purchaser, and countersigned by Seller, to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant ’s counterpart signature to the express terms of each applicable Terminated Contract) (the "Vendor Terminations")closing statement prepared by Title Insurer. 5.2.6 Seller's closing statement. 5.2.7 A title affidavit or an indemnity form reasonably acceptable to Seller, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment. 5.2.8 5.2.7 A certification of Seller's ’s non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 5.2.9 5.2.8 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller's ’s authority to consummate this transaction. 5.2.10 5.2.9 An updated Rent Roll effective as of a date no more than 3 three (3) Business Days prior to the Closing Date; provided, however, that the content of such updated Rent Roll shall in no event expand or modify the conditions to Purchaser's ’s obligation to close as specified under Section 8.1. 5.1.10 An updated Property Contracts List effective as of a date no more than three (3) Business Days prior to the Closing Date; provided, however, that the content of such updated Property Contracts List shall in no event expand or modify the conditions to Purchaser’s obligation to close as specified under Section 8.1. 5.2.11 Such notices, transfer disclosures, affidavits or other similar documents that are required by applicable law to be executed by Seller or otherwise reasonably necessary in order to consummate the transactions contemplated under terms of the Contract.

Seller Closing Deliveries. No later than 1 Business Day prior to On or before the Closing Date, Seller shall deliver to Escrow Agent, each of the following items: 5.2.1 Special Warranty Deed (the "“Deed"”) in the form attached as Exhibit B to Purchaser, subject to the Permitted Exceptions. 5.2.2 A Xxxx of Sale in the form attached as Exhibit C. 5.2.3 Two (2) originals of a A General Assignment in the form attached as Exhibit D (the "“General Assignment"”). 5.2.4 Two (2) originals of an An Assignment of Leases and Security Deposits in the form attached as Exhibit E (the "“Leases Assignment"”). 5.2.5 A letter in the form attached hereto as Exhibit F prepared and addressed by Purchaser, and Seller’s countersigned by Seller, to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant counterpart to the express terms of each applicable Terminated Contract) (the "Vendor Terminations")closing statement prepared by Title Insurer. 5.2.6 Seller's closing statement. 5.2.7 A title affidavit or an indemnity form reasonably acceptable to Seller, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment. 5.2.8 5.2.7 A certification of Seller's ’s non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 5.2.9 5.2.8 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller's ’s authority to consummate this transaction. 5.2.10 5.2.9 An updated Rent Roll effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Rent Roll shall in no event expand or modify the conditions to Purchaser's ’s obligation to close as specified under Section 8.1. 5.2.10 An updated Property Contracts List effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Property Contracts List shall in no event expand or modify the conditions to Purchaser’s obligation to close as specified under Section 8.1. 5.2.11 All real estate transfer tax declarations and returns, in accordance with state and local requirements. 5.2.12 Such other documents as are reasonably necessary to consummate the transactions herein contemplated in accordance with the terms of the Contract.

Seller Closing Deliveries. No later than 1 Business Day prior to Except for the closing statement which shall be delivered on or before the Closing Date, Seller shall deliver to Escrow Agent, each of the following itemsitems no later than 1 Business Day prior to the Closing Date: 5.2.1 5.2.1. Special Warranty Deed (the "“Deed"”) in the form attached as Exhibit B to Purchaser, subject to the Permitted Exceptions. 5.2.2 5.2.2. A Xxxx of Sale in the form attached as Exhibit C. 5.2.3 Two (2) originals of a 5.2.3. A General Assignment in the form attached as Exhibit D (the "“General Assignment"”). 5.2.4 Two (2) originals of an 5.2.4. An Assignment of Leases and Security Deposits in the form attached as Exhibit E (the "“Leases Assignment"”). 5.2.5 A letter in the form attached hereto as Exhibit F prepared and addressed by Purchaser, and countersigned by 5.2.5. Seller, to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant ’s counterpart signature to the express terms of each applicable Terminated Contract) (the "Vendor Terminations")closing statement prepared by Title Insurer. 5.2.6 Seller's closing statement. 5.2.7 5.2.6. A title affidavit or an indemnity form reasonably acceptable to Seller, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment. 5.2.8 5.2.7. A certification of Seller's ’s non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 5.2.9 5.2.8. Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller's ’s authority to consummate this transaction. 5.2.10 5.2.9. An updated Rent Roll effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Rent Roll shall in no event expand or modify the conditions to Purchaser's ’s obligation to close as specified under Section 8.1. 5.2.10. An updated Property Contracts List effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Property Contracts List shall in no event expand or modify the conditions to Purchaser’s obligation to close as specified under Section 8.1. 5.2.11. Such notices, transfer disclosures, affidavits or other similar documents that are required by applicable laws to be executed by Seller or otherwise reasonably necessary in order to consummate the transactions contemplated under terms of the Contract. 5.2.12. An Affidavit of Property Value prepared in accordance with Arizona law (the “Property Value Affidavit”). 5.2.13. An Assumption Agreement reasonably acceptable to Seller in connection with the Loan Assumption and Release (the “Assumption Agreement”).

Seller Closing Deliveries. No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items: 5.2.1 5.2.1. Special Warranty Deed (the "“Deed"”) in the form attached as Exhibit B to Purchaser, subject to the Permitted Exceptions. 5.2.2 5.2.2. A Xxxx of Sale in the form attached as Exhibit C. 5.2.3 Two (2) originals of a 5.2.3. A General Assignment in the form attached as Exhibit D (the "“General Assignment"”). 5.2.4 Two (2) originals of an 5.2.4. An Assignment of Leases and Security Deposits in the form attached as Exhibit E (the "“Leases Assignment"”). 5.2.5 A letter in the form attached hereto as Exhibit F prepared and addressed by Purchaser, and countersigned by 5.2.5. Seller, to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant to the express terms of each applicable Terminated Contract) (the "Vendor Terminations"). 5.2.6 Seller's ’s closing statement. 5.2.7 5.2.6. A title affidavit or an indemnity form reasonably acceptable to Seller, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment. 5.2.8 5.2.7. A certification of Seller's ’s non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 5.2.9 5.2.8. Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller's ’s authority to consummate this transaction. 5.2.10 5.2.9. An updated Rent Roll effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Rent Roll shall in no event expand or modify the conditions to Purchaser's ’s obligation to close as specified under Section 8.1. 5.2.10. An updated Property Contracts List effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Property Contracts List shall in no event expand or modify the conditions to Purchaser’s obligation to close as specified under Section 8.1. 5.2.11. A countersigned counterpart to the Property Value Affidavit (as defined in Section 5.3.10 below).

Seller Closing Deliveries. No later than 1 Business Day prior to On or before the Closing Date, each Seller shall shall, with respect to each Property to be conveyed by such Seller hereunder, deliver to Escrow Agent, each of the following items: 5.2.1 Special Warranty Deed (the "“Deed"”) in the form attached as Exhibit B to Purchaser, subject to the Permitted Exceptions. 5.2.2 A Xxxx of Sale in the form attached as Exhibit C. 5.2.3 Two (2) originals of a A General Assignment in the form attached as Exhibit D (the "“General Assignment"”). 5.2.4 Two (2) originals of an An Assignment of Leases and Security Deposits in the form attached as Exhibit E (the "“Leases Assignment"”). 5.2.5 A letter in the form attached hereto as Exhibit F prepared and addressed by Purchaser, and countersigned by The applicable Seller, to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant ’s counterpart signature to the express terms of each applicable Terminated Contract) (closing statement prepared by the "Vendor Terminations")Title Insurer. 5.2.6 Seller's closing statement. 5.2.7 A title affidavit or an indemnity form reasonably acceptable to such Seller, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment. 5.2.8 5.2.7 A certification of such Seller's ’s non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 5.2.9 5.2.8 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing such Seller's ’s authority to consummate this transaction. 5.2.10 An updated 5.2.9 Updated Rent Roll Rolls from each Seller effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Rent Roll Rolls shall in no event expand or modify the conditions to Purchaser's ’s obligation to close as specified under Section 8.1. 5.2.10 Updated Property Contracts Lists from each Seller effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Property Contracts Lists shall in no event expand or modify the conditions to Purchaser’s obligation to close as specified under Section 8.1. 5.2.11 A tenant notification letter to be prepared and executed by Seller in the form attached hereto as Exhibit G, a copy of which shall be delivered to all Tenants by Seller promptly after Closing. 5.2.12 Copies of any Vendor Terminations to be executed by Seller pursuant to Section 3.6. 5.2.13 Such notices, transfer disclosures, affidavits or other similar documents that are required by applicable law to be executed by a Seller or otherwise reasonably necessary to consummate the transactions contemplated under the terms of this Contract.