Common use of Seller Deliveries Clause in Contracts

Seller Deliveries. Seller shall deliver to Buyer the following: (a) A duly executed xxxx of sale, assignment and assumption agreement (“Assignment and Assumption Agreement”) from Seller with respect to the tangible and intangible personal property included in the Property (including the Existing Lease and Service Agreements) in the form of Exhibit “G” (to the extent Seller is only conveying a Designated Portion, Seller shall only convey the respective Designated Percentage in such tangible and intangible personal property); (b) A duly executed certificate of Seller (the “Seller Closing Certificate”) in the form of Exhibit “H” updating the representations and warranties contained in Section 7.1 hereof to the Closing Date and noting any changes thereto; (c) A duly executed certificate of “non-foreign” status in the form of Exhibit “I” from Seller and any required state withholding or non-foreign status certificate; (d) On the first Closing Date, a duly executed tenancy in common agreement (the “TIC Agreement”) from Seller in the form of Exhibit “J”; (e) On the first Closing Date, a duly executed memorandum of the tenancy in common agreement (the “Memorandum of TIC Agreement”) from Seller in the form of Exhibit “K”; (f) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (g) On the final Closing Date, to the extent they are then in Seller’s possession, and have not theretofore been delivered to Buyer: (i) any plans and specifications for all Improvements on the Property; (ii) all unexpired warranties and guarantees which Seller has received in connection with any work or services performed with respect to, or equipment installed in, the improvements on the Property; (iii) all keys and other access control devices for all improvements on the Property; (iv) all documents of Seller relating to the Property; (v) originals of the Existing Lease and of any correspondence or other documents amending the provisions thereof; and (vi) originals of all service agreements that will remain in effect after the Final Closing and all correspondence and records relating to the on-going operations (including tenant xxxxxxxx) and maintenance of the Property. In addition, Seller shall direct its property management company, if any, to deliver any documents or other files of Seller which are reasonably related to such on-going operations and which are in such management company’s possession to Buyer at the Final Closing; and (h) Such additional documents as may be reasonably required by Buyer and Title Company in order to consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein).

Seller Deliveries. At Closing, Seller shall deliver to Buyer the following: (a1) Duly executed deeds and all other instruments of conveyance as may be necessary to sell, transfer, assign and convey all right, title and interest in and to the Premises to Buyer; (2) A duly executed xxxx of salesale in substantially the form of Exhibit A attached hereto pursuant to which the Personal Property shall be transferred to Buyer; (3) Rights to possession of the Assigned Contracts, Required Consents and other written agreements, contracts, leases and other documentation that relate to the Assets and Liabilities and the Safe Deposit Agreements; (4) Rights to possession of the Loan Files and Loan Documents and the collateral security held by Seller as security for any Assigned Loan, with physical possession of such as provided for in Section 6(c); (5) Certified copies of resolutions of Seller’s board of directors authorizing the execution and delivery of this Agreement (6) Copies of the Records; (7) Such instruments of assumption of Liabilities as are required to effectively assign and transfer the obligations for the Liabilities to the Buyer and for Buyer to assume those Liabilities as provided herein, including, without limitation, an assignment and assumption agreement in substantially the form set forth on Exhibit B attached hereto with respect to the Liabilities, duly executed by Seller (the “Assignment and Assumption Agreement”); (8) A payoff letter from the FHLB and any other secured lender releasing any Liens that may exist on the Assigned Loans described on Section 9(e)(7); (9) from Updated schedules of Assets and Liabilities and the Seller Disclosure Schedule as of a date mutually agreed upon by the parties; (10) Seller’s resignation as trustee or custodian, as applicable, with respect to each XXX that represents part of the tangible Deposit Liabilities, and intangible personal property included designation of Buyer as successor trustee or custodian with respect thereto, as contemplated by Section 2(c); (11) The certificate of Seller’s officer required by Section 8(7); (12) The Draft Closing Statement (which shall have been furnished to Buyer prior to the Closing Date) in substantially the Property form of Exhibit C; (including 13) A certification of non-foreign status meeting the Existing Lease requirements of Treasury Regulation 1.1445-2(b)(2), duly executed and Service Agreements) acknowledged substantially in the form of Exhibit “G” (to the extent Seller is only conveying a Designated Portion, Seller shall only convey the respective Designated Percentage sample certificates set forth in such tangible and intangible personal propertyTreasury Regulation Section 1.1445-2(b)(2)(iv); (b14) The Cash On Hand; (15) The Estimated Payment Amount (if required pursuant to Section 4(a)); (16) A duly executed certificate complete set of keys for each Branch, including but not limited to keys for safe deposit boxes, vaults and ATMs and combinations for all combination locks, appropriately tagged for identification and any manuals, access codes, passwords or specifications with respect to vaults and ATMs; (17) A list of Deposit Liabilities, corresponding interest rates paid on the Deposit Liabilities and other information necessary for Buyer to verify the rates paid by Seller on Deposit Liabilities (which shall be as of the “Seller Closing Certificate”) in date that is the form of Exhibit “H” updating the representations and warranties contained in Section 7.1 hereof fifth Business Day prior to the Closing Date and noting any changes thereto; (c) A duly executed certificate of “non-foreign” status in the form of Exhibit “I” from Seller and any required state withholding or non-foreign status certificate; (d) On the first Closing Date, a duly executed tenancy in common agreement (the “TIC Agreement”) from Seller in the form of Exhibit “J”; (e) On the first Closing Date, a duly executed memorandum of the tenancy in common agreement (the “Memorandum of TIC Agreement”) from Seller in the form of Exhibit “K”; (f) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (g) On the final Closing Date, to the extent they are then in Seller’s possession, and have not theretofore been delivered to Buyer: (i) any plans and specifications for all Improvements on the Property; (ii) all unexpired warranties and guarantees which Seller has received in connection with any work or services performed with respect to, or equipment installed in, the improvements on the Property; (iii) all keys and other access control devices for all improvements on the Property; (iv) all documents of Seller relating to the Property; (v) originals of the Existing Lease and of any correspondence or other documents amending the provisions thereof; and (vi) originals of all service agreements that will remain in effect after the Final Closing and all correspondence and records relating to the on-going operations (including tenant xxxxxxxx) and maintenance of the Property. In addition, Seller shall direct its property management company, if any, to deliver any documents or other files of Seller which are reasonably related to such on-going operations and which are in such management company’s possession to Buyer at the Final Closing); and (h18) Such additional other documents as the parties may be determine are reasonably required by Buyer and Title Company in order necessary to consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein)contemplated hereby.

Seller Deliveries. At Closing Seller shall deliver to Buyer the followingdeliver: (a) A special warranty deed in proper form for recording, duly executed xxxx of saleexecuted, assignment witnessed and assumption agreement (“Assignment and Assumption Agreement”) from Seller with respect acknowledged, so as to convey to Buyer the fee simple title to the tangible and intangible personal property included in the Property (including the Existing Lease and Service Agreements) in the form of Exhibit “G” (Shopping Center, subject only to the extent Seller is only conveying a Designated Portion, Seller shall only convey the respective Designated Percentage in such tangible and intangible personal property)Permitted Exceptions; (b) A duly executed certificate Originals, if available, or if not, true copies of Seller the Leases and Contracts; (the “Seller Closing Certificate”c) Assignments to Buyer of all Leases and all Contracts in the form attached hereto as Exhibit 8.1 (c) (the "Assignment"); (d) A quitclaim xxxx of sale or assignment of all Personal Property and Materials in the form attached hereto as Exhibit “H” updating 8.1 (d); (e) An updated Rent Roll (dated within three (3) days of the Closing Date) certified by Seller as true, correct and complete in all material respects; (f) Tenant Estoppel Letters from all Major Tenants and from tenants occupying not less than seventy five percent (75.0%) of the remaining leasable square footage of the Shopping Center and the REA Estoppel Letters, if not already delivered to Buyer; (g) An owner's affidavit, non-foreign affidavit, non-tax withholding certificate and such other documents as may reasonably be required by the Title Company in order to effectuate the provisions of this Agreement and the consummation of the transactions contemplated herein; (h) An Escrow Agreement contemplating the terms set forth In Sections 10.2 and 10.3 herein, to the extent necessary; (i) Resolutions or affidavits of Seller authorizing the transaction described herein; (j) Letters to tenants signed by Seller, in the form attached hereto as Exhibit 8.10), and made a part hereof, notifying the tenants of the acquisition of the Shopping Center by Buyer and directing the tenants to pay all rents and other sums to Buyer from and after the Closing Date; (k) An updated certificate, as of closing, certifying that the representations and warranties contained in Section 7.1 hereof to the Closing Date Article 4 of this Agreement remain true and noting any changes theretocorrect in all material respects; (cl) A duly executed certificate The audit representation letter described in Section 10.19 of “non-foreign” status in the form of Exhibit “I” from Seller and any required state withholding or non-foreign status certificatethis Agreement; (dm) On The Amendment to the first Closing DateREA described in Section 10.20 of this Agreement, a in proper form for recording, duly executed tenancy in common agreement (the “TIC Agreement”) from Seller in the form of Exhibit “J”;executed, witnessed and acknowledged; and, (en) On Such other documents as the first Closing Date, a duly executed memorandum of the tenancy in common agreement (the “Memorandum of TIC Agreement”) from Seller in the form of Exhibit “K”; (f) Evidence reasonably satisfactory to Buyer and Title Company respecting may reasonably request to effect the due organization of Seller and the due authorization and execution of transaction contemplated by this Agreement and the documents required to be delivered hereunder; (g) On the final Closing Date, to the extent they are then in Seller’s possession, and have not theretofore been delivered to Buyer: (i) any plans and specifications for all Improvements on the Property; (ii) all unexpired warranties and guarantees which Seller has received in connection with any work or services performed with respect to, or equipment installed in, the improvements on the Property; (iii) all keys and other access control devices for all improvements on the Property; (iv) all documents of Seller relating to the Property; (v) originals of the Existing Lease and of any correspondence or other documents amending the provisions thereof; and (vi) originals of all service agreements that will remain in effect after the Final Closing and all correspondence and records relating to the on-going operations (including tenant xxxxxxxx) and maintenance of the Property. In addition, Seller shall direct its property management company, if any, to deliver any documents or other files of Seller which are reasonably related to such on-going operations and which are in such management company’s possession to Buyer at the Final Closing; and (h) Such additional documents as may be reasonably required by Buyer and Title Company in order to consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein)Agreement.

Seller Deliveries. At the Closing, Seller shall deliver to Buyer the followingPurchaser: (a) A duly executed xxxx of sale, assignment and assumption agreement (“Assignment and Assumption Agreement”) from Seller with respect to the tangible and intangible personal property included Deeds in the Property (including the Existing Lease and Service Agreements) in substantially the form of Exhibit “G” Schedule 3.6(a)(except as otherwise required by local state law), pursuant to which the Owned Real Property shall be transferred to Purchaser "AS IS", "WHERE IS" and with all faults (to the extent Seller is only conveying a Designated Portion, Seller shall only convey the respective Designated Percentage in such tangible and intangible personal property"Grant Deeds"); (b) A duly executed certificate xxxx of Seller (the “Seller Closing Certificate”) sale in substantially the form of Exhibit “H” updating Schedule 3.6(b)(except as otherwise required by local state law), pursuant to which the representations Personal Property shall be transferred to Purchaser "AS IS", "WHERE IS" and warranties contained in Section 7.1 hereof to the Closing Date and noting any changes theretowith all faults; (c) A duly executed certificate of “non-foreign” status An assignment and assumption agreement in substantially the form of Exhibit “I” from Seller Schedule 3.6(c)(except as otherwise required by local state law), with respect to the Liabilities (the "Assignment and any required state withholding or non-foreign status certificateAssumption Agreement"); (d) On the first Closing Date, a duly executed tenancy Lease assignment and assumption agreements in common agreement (the “TIC Agreement”) from Seller in substantially the form of Exhibit “J”Schedule 3.6(d)(except as otherwise required by local state law), with respect to each of the Branch Leases (the "Lease Assignments"); (e) On Subject to the first Closing Dateprovisions of Section 7.4, a duly executed memorandum such consents of landlords as shall be required pursuant to the terms of such Branch Leases, to the assignment of the tenancy Branch Leases to Purchaser in common agreement (the “Memorandum of TIC Agreement”) from Seller in substantially the form of Exhibit “K”Schedule 3.6(e)(except as otherwise required by local state law), (the "Landlord Consents"); (f) Evidence reasonably satisfactory Subject to Buyer and Title Company respecting the due organization provisions of Seller and Section 7.4, such consents as shall be required pursuant to the due authorization and execution terms of this Agreement and such Tenant Leases in connection with the documents required assignment thereof to be delivered hereunderPurchaser; (g) On An Officer's Certificate in substantially the final Closing Date, to the extent they are then in Seller’s possession, and have not theretofore been delivered to Buyer: form of Schedule 3.6(g); (h) [intentionally left blank] (i) any plans and specifications for all Improvements on the Property; The Draft Closing Statement; (iij) all unexpired warranties and guarantees which Seller has received in connection with any work Seller's resignation as trustee or services performed custodian, as applicable, with respect toto each XXX or Xxxxx Account included in the Deposits and designation of Purchaser as successor trustee or custodian with respect thereto, or equipment installed in, as contemplated by Section 2.4; (k) All documentation required to exempt Seller from the improvements on the Property; (iii) all keys and other access control devices for all improvements on the Property; (iv) all documents withholding requirement of Seller relating to the Property; (v) originals Section 1445 of the Existing Lease and of any correspondence or other documents amending the provisions thereof; and (vi) originals of all service agreements that will remain in effect after the Final Closing and all correspondence and records relating to the on-going operations (including tenant xxxxxxxx) and maintenance of the Property. In addition, Seller shall direct its property management companyCode, if anyapplicable, consisting of an affidavit from Seller to deliver any documents or other files Purchaser upon penalty of perjury that Seller which are reasonably related to such on-going operations is not a foreign person and which are in such management company’s possession to Buyer at the Final Closingproviding Seller's U.S. taxpayer identification number; and (hl) Such additional other documents as may be the parties determine are reasonably required by Buyer and Title Company in order necessary to consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein)P&A Transaction as contemplated hereby.

Seller Deliveries. Seller shall deliver to Buyer the following: (a) A duly executed xxxx and acknowledged bxxx of sale, assignment and assumption agreement (“Assignment and Assumption Agreement”) from Seller with respect to the tangible and intangible personal property included in the Property (including the Existing Lease and Service Agreements"ASSIGNMENT AND ASSUMPTION AGREEMENT") in the form of Exhibit “G” (to the extent Seller is only conveying "E" attached hereto and made a Designated Portion, Seller shall only convey the respective Designated Percentage in such tangible and intangible personal property)part hereof; (b) Duly executed and acknowledged certificates regarding the "non-foreign" status of Seller satisfying both federal and state law requirements; (c) Appropriate documentation to evidence the assignment and assumption of the Bond Documents as may be reasonably required in order to effectuate the release, assignment and assumption transactions respecting the Bond Documents as contemplated in this Agreement; (d) A duly executed certificate of Seller (the “Seller Closing Certificate”"SELLER CLOSING CERTIFICATE") in the form of Exhibit “H” updating the representations and warranties contained in Section 7.1 hereof paragraph 7A hereto to the Closing Date and noting any changes thereto; (c) A duly executed certificate of “non-foreign” status in the form of Exhibit “I” from Seller and any required state withholding or non-foreign status certificate; (d) On the first Closing Date, a duly executed tenancy in common agreement (the “TIC Agreement”) from Seller in the form of Exhibit “J”; (e) On the first Closing Date, a duly executed memorandum of the tenancy in common agreement (the “Memorandum of TIC Agreement”) from Seller in the form of Exhibit “K”; (f) Evidence reasonably satisfactory to Buyer and Title Company Escrow Holder respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (gf) On the final Closing Date, to To the extent they are then in Seller’s possession's possession and control, all of the original tenant leases respecting the Property and written Service Agreements, books and records directly relating to, and have not theretofore been delivered to Buyer: (i) any plans and specifications necessary for all Improvements on the Property; (ii) all unexpired warranties and guarantees which Seller has received in connection with any work or services performed with respect to, or equipment installed in, the improvements on the Property; (iii) all keys and other access control devices for all improvements on the Property; (iv) all documents of Seller relating to the Property; (v) originals of the Existing Lease and of any correspondence or other documents amending the provisions thereof; and (vi) originals of all service agreements that will remain in effect after the Final Closing and all correspondence and records relating to the on-going operations (including tenant xxxxxxxx) and maintenance operation of the Property. In addition, Seller licenses and permits affecting the Property, and all keys for the Property, with identification of the lock to which each such key relates (provided, however, that the items specified in this subsection (d) shall direct its property management company, if any, to deliver any documents or other files of Seller which are reasonably related to such on-going operations remain at and which are in such management company’s possession be turned over to Buyer on the Closing Date at the Final ClosingProperty); and (hg) Such additional documents as may be reasonably required by Buyer and Title Company in order to consummate the transactions hereunder (provided the same do not materially increase in any material respect the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein).

Seller Deliveries. At the Closing, Seller shall deliver to Buyer the followingPurchaser: (a) A duly executed xxxx Statutory quitclaim with covenant deeds and other instruments of saleconveyance as may be necessary to sell, assignment transfer and assumption agreement (“Assignment convey all right, title and Assumption Agreement”) from Seller with respect interest in and to the tangible Real Property to Purchaser, free and intangible personal property included clear of all Encumbrances (other than customary title exceptions that do not impair in any material respect Purchaser's use of the Real Property (including as currently used, easements and restrictions of record or visible from the Existing Lease ground that do not impair in any material respect Purchaser's use of the Real Property as currently used, applicable zoning laws, building restrictions and Service Agreements) all other laws of duly constituted public authorities and grants of public rights of way), in the form of Exhibit “G” (forms to the extent be reasonably agreed upon by Seller is only conveying a Designated Portion, Seller shall only convey the respective Designated Percentage in such tangible and intangible personal property)Purchaser; (b) A duly executed certificate xxxx of Seller (the “Seller Closing Certificate”) sale in substantially the form of Exhibit “H” updating 3.5(b), pursuant to which the representations and warranties contained in Section 7.1 hereof Personal Property shall be transferred to the Closing Date and noting any changes theretoPurchaser; (c) A duly executed certificate of “non-foreign” status An assignment and assumption agreement in substantially the form of Exhibit “I” from Seller 3.5(c), with respect to the Assumed Liabilities, except for Loans as contemplated by Section 3.5(g) (the "Assignment and any required state withholding or non-foreign status certificateAssumption Agreement"); (d) On the first Closing Date, a duly executed tenancy in common agreement (the “TIC Agreement”) from The certificate required to be delivered by Seller in the form of Exhibit “J”pursuant to Section 9.1(e); (e) On the first Closing DateSeller's resignation as trustee or custodian, a duly executed memorandum of the tenancy as applicable, with respect to each Deposit in common agreement (the “Memorandum of TIC Agreement”) from Seller an XXX or Xxxxx Account included in the form Deposits and designation of Exhibit “K”Purchaser as successor trustee or custodian with respect thereto, as contemplated by Section 2.4; (f) Evidence A certificate of non-foreign status pursuant to Treasury Regulation Section 1.1445-2(b)(2) from Seller, duly executed and acknowledged, substantially in the form of the sample certificates set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv)(B); (i) an executed global assignment of the Loan Documents, in a form reasonably satisfactory to Buyer Purchaser, assigning all of the rights, benefits and Title Company respecting title to each of the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (g) On the final Closing Date, to the extent they are then in Seller’s possessionLoans, and have not theretofore been delivered to Buyer: (i) any plans and specifications for all Improvements on the Property; (ii) all unexpired warranties a power of attorney duly executed by Seller and guarantees which Seller has received granting Purchaser the ability to take the following actions on Seller's behalf: (A) obtaining original executed copies of each promissory note evidencing a Loan along with an allonge executed by the current holder of such promissory note endorsing it over to Purchaser or Purchaser's designee, and (B) executing an assignment of mortgage, deed of trust or other real property security instrument, as applicable, in connection recordable form (for the avoidance of doubt, meaning in compliance with any work or services performed with respect to, or equipment installed in, the improvements on the Property; (iii) all keys and other access control devices for all improvements on the Property; (iv) all documents of Seller relating to the Property; (v) originals recording requirements of the Existing Lease and applicable county land records), for any existing mortgage, deed of any correspondence trust or other documents amending the provisions thereof; and (vi) originals of all service agreements that will remain in effect after the Final Closing and all correspondence and records relating to the on-going operations (including tenant xxxxxxxx) and maintenance of the Property. In additionreal property security instrument, Seller shall direct its property management companyas applicable, if any, to deliver any documents or other files of Seller which are reasonably related to such on-going operations and which are in such management company’s possession to Buyer at the Final Closing; andsecuring each Loan; (h) Such additional documents Affidavits and such other customary documentation as may shall be reasonably required by Buyer a title company selected by Purchaser and reasonably acceptable to Seller to issue title insurance policies (each, a "Title Company Policy," and collectively, the "Title Insurance") with respect to the Real Property insuring Purchaser or its designee as owner of marketable fee simple title; (i) The Safe Deposit Agreements, Seller's keys to the safe deposit boxes and all other records as exist and are in order Seller's possession or control related to consummate the transactions hereunder (provided safe deposit box business at the same do not increase in any material respect the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein).Branch; and

Seller Deliveries. At the Closing, Seller shall deliver or cause to Buyer be delivered to Purchaser the following, in each case, fully executed (as applicable) and in the form provided by Purchaser or the Title Company, except for item (i) below which shall be prepared by Seller: (ai) A duly executed xxxx of sale, assignment and assumption agreement (“Assignment and Assumption Agreement”) from Seller with respect to the tangible and intangible personal property included in the Property (including the Existing Lease and Service Agreements) in the form of Exhibit “G” (to the extent Seller is only conveying a Designated Portion, Seller shall only convey the respective Designated Percentage in such tangible and intangible personal property); (b) A duly executed certificate of Seller (the “Seller Closing Certificate”) in the form of Exhibit “H” updating the representations and warranties contained in Section 7.1 hereof to the Closing Date and noting any changes thereto; (c) A duly executed certificate of “non-foreign” status in the form of Exhibit “I” from Seller and any required state withholding or non-foreign status certificate; (d) On the first Closing Date, a duly executed tenancy in common agreement (the “TIC Agreement”) from Seller in the form of Exhibit “J”; (e) On the first Closing Date, a duly executed memorandum of the tenancy in common agreement (the “Memorandum of TIC Agreement”) from Seller in the form of Exhibit “K”; (f) Evidence evidence reasonably satisfactory to Buyer and the Title Company respecting of the due organization authority of Seller and to consummate the due authorization and execution of transaction set forth in this Agreement and the documents required to be delivered hereunder; (g) On the final Closing DateAgreement, to the extent they are then such authority is not apparent in Seller’s possession, and have not theretofore been delivered the documents recorded when Seller acquired title to Buyer: (i) any plans and specifications for all Improvements on the Property; Premises, (ii) Seller’s Deed and a bill of sale (with general warranty of title) and other instruments of transfer and conveyance transferring the Premises to Purchaser free of all unexpired warranties and guarantees which Seller has received in connection with any work or services performed with respect to, or equipment installed in, liens other than the improvements on the Property; Permitted Exceptions, (iii) all keys to the extent required by the Title Company, a “gap” undertaking in customary form and other access control devices substance for all improvements on the Property; “gap” period” through the Closing Date or the date of recording, as the case may be, (iv) all documents a current form of Seller relating to ALTA Statement in customary form and substance as required by the Property; Title Company, (v) originals of a counterpart to the Existing Lease and of any correspondence or other documents amending the provisions thereof; and closing statement, (vi) originals real estate transfer declarations or exemptions required by Applicable Laws, (vii) at Purchaser’s request, a certification that all representations or warranties contained (viii) at Purchaser’s request, a title affidavit in the form required by the Illinois Department of all service agreements that will remain in effect after Natural Resources (the Final “IDNR”) covering the Closing and all correspondence and records relating Date; notwithstanding the foregoing, if IDNR requires such title affidavit prior to the on-going operations (including tenant xxxxxxxx) and maintenance of the Property. In additionClosing Date, Seller shall direct its property management companyexecute and deliver such title affidavit to Purchaser within five (5) business days following written notice from Purchaser, (ix) at Purchaser’s request, a Certification of Voluntary Transaction Involving Land Sale in the form required by the IDNR; notwithstanding the foregoing, if anyIDNR requires such Certification prior to the Closing Date, Seller shall execute and deliver such Certification to deliver Purchaser within five (5) business days following written notice from Purchaser, (x) at Purchaser's request, an assignment of the Assignable Seller Deliveries in form and substance reasonably acceptable to Purchaser, (xi) all other documents, certificates, forms and agreements required by this Agreement or Applicable Law or customarily required by the Title Company, in order to close the transaction, including any documents instrument, assurance or other files of Seller which are reasonably related deposit required for the Title Company to such on-going operations and which are insure over Unpermitted Exceptions in such management company’s possession to Buyer at the Final Closing; and (h) Such additional documents form, terms, conditions and amount as may be reasonably required by Buyer and the Title Company in order to consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein).Company,

Seller Deliveries. At Closing Seller shall deliver to Buyer the followingdeliver: (a) A duly executed xxxx of sale, assignment and assumption agreement special warranty deed (“Assignment and Assumption AgreementWarranty Deed”) from Seller with respect to the tangible and intangible personal property included in the Property (including the Existing Lease and Service Agreements) in the form of attached hereto as Exhibit “G” (8.1(a) for each Property, with such changes as are necessary to comply with state law in each state where the extent Seller Property is only conveying a Designated Portion, Seller shall only convey the respective Designated Percentage in such tangible and intangible personal property)located; (b) A duly executed certificate of Seller If requested by Buyer, a quit claim deed (the “Seller Closing CertificateQuit Claim Deed”) in the form of attached hereto as Exhibit “H” updating 8.1(b) conveying the representations and warranties contained in Section 7.1 hereof Real Property to Buyer pursuant to the Closing Date and noting any changes theretolegal description set forth on the Survey; (c) A duly executed certificate Originals, if available, or if not, true copies of “non-foreign” status in the form of Exhibit “I” from Seller Leases and any required state withholding or non-foreign status certificateContracts; (d) On An Assignment and Assumption of Leases in the first Closing Date, a duly executed tenancy in common agreement form attached hereto as Exhibit 8.1(d) (the “TIC AgreementAssignment of Leases”) from Seller in the form of Exhibit “J”); (e) On the first Closing Date, a duly executed memorandum A quitclaim bxxx of the tenancy in common agreement (the “Memorandum sale or assignment of TIC Agreement”) from Seller all Personal Property in the form of attached hereto as Exhibit “K”8.1(e); (f) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunderAn updated Rent Roll certified by Seller; (g) On Tenant Estoppel Letters obtained by Seller, if not already delivered to Buyer, which must include those from all Major Tenants, and, as to each Property individually, seventy five percent (75%) by number of the final other tenants who have signed Leases at that Property. In the event that one or more of the required Tenant Estoppel Letters for any of the tenants other than the Major Tenants is not delivered at least three (3) business days prior to Closing, the Seller shall have the right, in fulfillment of this condition, to deliver a Landlord Estoppel Letter in the form attached hereto as Exhibit 8.1(g) (“Landlord Estoppel Letter”). If Seller delivers a Landlord Estoppel Letter for any tenant and within ninety (90) days thereafter delivers a Tenant Estoppel Letter from such tenant in form required herein and containing the same provisions as are included in the Landlord Estoppel Letter, Seller will be released from any and all liabilities and obligations thereafter accruing under such Landlord Estoppel Letter. In the event Seller shall be unable to deliver a Tenant Estoppel Letter for any one or more of the Major Tenants, any Tenant Estoppel letter indicates any valid claim of default by Seller, as landlord, under the respective lease which is not cured on or before the Closing Date and/or any Tenant Estoppel Letter materially conflicts with the terms of the respective lease, then Buyer shall have the right, upon notice thereof to Seller, to terminate this Agreement, in which event, the Exxxxxx Money Deposit shall be returned to the Buyer and the parties shall have no further rights or obligations under this Agreement (except those indemnity and insurance obligations that specifically survive termination). In the event that Buyer shall not reject any Tenant Estoppel so executed by the applicable tenant within seven (7) days after receipt thereof from Seller, the same shall be deemed accepted by Buyer; (h) All REA Estoppel Letters obtained by Seller, if not already delivered to Buyer; (i) An owner’s affidavit in the form attached hereto as Exhibit 8.1(h); (j) All documentation necessary to evidence the assumption of the Existing Loan Documents by Buyer and the release of Seller and any existing guarantor from all obligations under the Existing Loan Documents arising or accruing subsequent to the Closing Date, including, without limitation, any assumption agreement, subject to the extent they are then in Seller’s possession, reasonable review and have not theretofore been delivered to Buyer: approval (i) any plans and specifications for all Improvements on the Property; (ii) all unexpired warranties and guarantees which Seller has received in connection with any work or services performed with respect to, or equipment installed incollectively, the improvements on “Assumption Documents”); (k) Resolutions or affidavits of Seller authorizing the Property; transaction described herein; (iiil) all All keys and other means of access control devices for all improvements on to the Property; (iv) all documents Improvements in the possession of Seller relating or its agents, or if the Improvements are accessed by a master key, Buyer shall be responsible for re-keying such Improvements; (m) Letters to tenants signed by Seller notifying the Property; (v) originals tenants of the Existing Lease acquisition of the Property by Buyer and of any correspondence or directing the tenants to pay all rents and other documents amending the provisions thereof; sums to Buyer from and (vi) originals of all service agreements that will remain in effect after the Final Closing and all correspondence and records relating to the on-going operations (including tenant xxxxxxxx) and maintenance of the Property. In addition, Seller shall direct its property management company, if any, to deliver any documents or other files of Seller which are reasonably related to such on-going operations and which are in such management company’s possession to Buyer at the Final ClosingDate; and (hn) Such additional other documents as the Title Company may be reasonably required request to effect the transaction contemplated by this Agreement. With regard to the Assumption Documents referenced in Section 8.1(i) above, in the event the Seller, Buyer and Title Company the Existing Lender are unable to agree upon acceptable terms for such Assumption Documents on or before the Closing Date, the Seller and Buyer shall each have a right to terminate this Agreement on the Closing Date, in order which event the Exxxxxx Money Deposit shall be returned to consummate the transactions hereunder (provided Buyer and the same do not increase in any material respect the costs to, or liability parties shall have no further rights or obligations of, Seller in a manner not otherwise provided for hereinunder this Agreement (except those indemnity and insurance obligations that specifically survive termination).

Seller Deliveries. Seller shall execute and deliver (or cause the execution and delivery of) the documents itemized in this Section 7.1 to Buyer Buyer, prior to or simultaneously with the followingClosing: (a) The Xxxx of Sale. (b) The Assignment Documents. (c) Those consents listed on Schedule 3.3. (d) The following certificates, dated the Closing Date: (i) A duly certificate of the Secretary of Seller (i) attaching evidence of the approval of the Trustee in connection with the authorization and approval of the execution, delivery and performance by Seller of this Agreement and the Transaction Documents as required by Massachusetts law and the Declaration of Trust of Seller; and (ii) setting forth the incumbency of the officer or officers of Seller who have executed xxxx and delivered this Agreement and each other Transaction Document, including therein a signature specimen of saleeach such officer or officers. (ii) A certificate of an authorized officer of Seller stating (i) that the conditions specified in Section 6.1(a) and (b) have been fulfilled, assignment and assumption agreement (“Assignment and Assumption Agreement”ii) from Seller with respect that except as set forth on Schedule 3.7, since the Most Recent Statement Date there have been no events, changes or occurrences which have had, or are reasonably likely to the tangible and intangible personal property included have, individually or in the Property aggregate, a Seller Material Adverse Effect. (including e) A sublease for the Existing Lease and Service Agreements) premises located at 00 Xxxxxxx Road, Billerica, Massachusetts, 01821 in the form of Exhibit “G” D to this Agreement (to the extent Seller is only conveying a Designated Portion, Seller shall only convey the respective Designated Percentage in such tangible and intangible personal property"Sublease");. (bf) [Intentionally left blank.] (g) A duly guarantee executed certificate of Seller (the “Seller Closing Certificate”) by GSI Lumonics Inc., a New Brunswick corporation, in the form of Exhibit “H” updating E to this Agreement (the representations and warranties contained in Section 7.1 hereof to the Closing Date and noting any changes thereto;"Parent Guarantee"). (ch) A duly executed certificate of “non-foreign” status transition services agreement in the form of Exhibit “I” from Seller and any required state withholding or non-foreign status certificate;F to this Agreement (the "Transition Services Agreement"). (di) On the first Closing Date, a duly executed tenancy in common A registration rights agreement (the “TIC Agreement”) from Seller in the form of Exhibit “J”;G to this Agreement (the "Registration Rights Agreement"). (ej) On the first Closing Date, a duly executed memorandum An opinion of the tenancy in common agreement (the “Memorandum of TIC Agreement”) from Seller and Trustee's counsel substantially in the form of Exhibit “K”;H to this Agreement. (fk) Evidence reasonably satisfactory to Such other instruments of sale, transfer, conveyance, and assignment as Buyer and Title Company respecting its counsel have reasonably requested for the due organization of Seller sale, transfer, conveyance and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (g) On the final Closing Date, to the extent they are then in Seller’s possession, and have not theretofore been delivered to Buyer: (i) any plans and specifications for all Improvements on the Property; (ii) all unexpired warranties and guarantees which Seller has received in connection with any work or services performed with respect to, or equipment installed in, the improvements on the Property; (iii) all keys and other access control devices for all improvements on the Property; (iv) all documents of Seller relating to the Property; (v) originals assignment of the Existing Lease Acquired Assets free and of any correspondence or other documents amending the provisions thereof; and (vi) originals clear of all service agreements that will remain Security Interests, other than as specifically agreed upon in effect after the Final Closing and all correspondence and records relating to the on-going operations (including tenant xxxxxxxx) and maintenance of the Property. In addition, Seller shall direct its property management company, if any, to deliver any documents or other files of Seller which are reasonably related to such on-going operations and which are in such management company’s possession to Buyer at the Final Closing; and (h) Such additional documents as may be reasonably required by Buyer and Title Company in order to consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein)this Agreement.

Seller Deliveries. At the Closing, Seller and its subsidiaries shall deliver to Buyer the following: (ai) A duly executed a general assignment and xxxx of sale, assignment and assumption agreement (“Assignment and Assumption Agreement”) from Seller with respect to the tangible and intangible personal property included in the Property (including the Existing Lease and Service Agreements) sale in the form of Exhibit “G” A attached hereto; (ii) assignments of Intellectual Property duly executed by Seller, each in a form reasonably acceptable to Buyer, in recordable form to the extent Seller is only conveying a Designated Portion, Seller shall only convey the respective Designated Percentage in necessary to assign such tangible and intangible personal property)rights; (biii) A executed consents required to be delivered as a condition to Closing as set forth in Section 6.4; (iv) duly executed certificate closing certificates, dated as of the Closing Date, with respect to the matters set forth in Sections 6.1, 6.2, 6.5, 6.7, and 6.10; (v) good standing certificates of Seller certifying as of a date no later than ten (the “Seller Closing Certificate”10) in the form of Exhibit “H” updating the representations and warranties contained in Section 7.1 hereof days prior to the Closing Date that Seller is in good standing under the laws of the State of California, the State of Colorado and noting any changes theretoeach other jurisdiction where Seller conducts business certifying that Seller is qualified to do business in such jurisdiction as a foreign corporation; (cvi) A duly executed certificate opinion of “non-foreign” status in the form of Exhibit “I” from Seller and any required state withholding or non-foreign status certificate; (d) On the first Closing Date, a duly executed tenancy in common agreement (the “TIC Agreement”) from counsel to Seller in the form of Exhibit “J”required by Section 6.3 hereto; (evii) On the first Closing Date, a duly executed memorandum evidence of the tenancy in common agreement (discharge of any and all Liens on any of the “Memorandum of TIC Agreement”) from Seller in Purchased Assets existing prior to the form of Exhibit “K”Closing; (fviii) Evidence reasonably satisfactory to Buyer an assignment and Title Company respecting assumption agreement in substantially the due organization form attached hereto as Exhibit B (the "Assumption Agreement") duly executed by Seller that evidences Buyer's assumption of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunderAssumed Liabilities; (gix) On the final Closing Date, to the extent they are then in Seller’s possession, and have not theretofore been delivered to Buyer: (i) any plans and specifications certificates of title for all Improvements on motor vehicles comprising part of the Property; Purchased Assets and appropriate transfer forms duly executed by Seller or one of its subsidiaries, as applicable; (iix) all unexpired warranties and guarantees which Seller has received in connection with any work or services performed with respect to, or equipment installed in, payment of the improvements on fees of Buyer's counsel incurred as of the Property; (iii) all keys and other access control devices for all improvements on the Property; (iv) all documents of Seller Closing Date relating to the Property; Lawsuit (vas later defined) originals as provided in Section 10.18; (xi) an affidavit duly executed by Seller and each of its subsidiaries (other than Toxguard Systems, Inc.) in a form reasonably acceptable to Buyer stating, respectively, that Seller and each of such subsidiaries is not a foreign person pursuant to Section 1445 of the Existing Lease Code; (xii) documents and of any correspondence or other documents amending the provisions thereof; and (vi) originals of all service agreements instruments duly executed by Seller that will remain in effect after the Final Closing and all correspondence and records relating can be delivered to the on-going operations (including tenant xxxxxxxx) and maintenance Network Solutions that are sufficient to transfer control of the Property. In addition, Seller shall direct its property management company, if any, URL xxx.xxxxxx.xxx to deliver any documents or other files of Seller which are reasonably related to such on-going operations and which are in such management company’s possession to Buyer at the Final ClosingBuyer; and (hxiii) Such additional documents such other deeds, bills of sale, documents, instruments and writings in form and substance acceptable to Buyer as may be reasonably are required by to effectively vest in Buyer all of Seller's and Title Company each of its subsidiaries' right, title and interest in order and to consummate the Purchased Assets free and clear of all Liens according to the provisions hereof or to complete the transactions hereunder (provided the same do not increase in any material respect the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein)contemplated by this Agreement.

Seller Deliveries. Seller shall shall, at its sole cost and expense, execute and deliver or cause to Buyer the followingbe executed and delivered to Buyer: (a) A duly executed xxxx such bills of sale, assignment assignments and assumption agreement (“Assignment other good and Assumption Agreement”) from Seller sufficient instruments of conveyance as shall be effective to vest Buyer with respect good and marketable title to the tangible Assets, including, without limitation, trademark and intangible personal property included in copyright assignments suitable for filing with the Property (including the Existing Lease and Service Agreements) in the form of Exhibit “G” (to the extent Seller is only conveying a Designated Portion, Seller shall only convey the respective Designated Percentage in such tangible and intangible personal property)U.S. Copyright Office; (b) A duly executed certificate a counterpart of the Xxxx of Sale and Assignment and Assumption Agreement, pursuant to which Seller (assigns the “Seller Closing Certificate”) in the form of Exhibit “H” updating the representations and warranties contained in Section 7.1 hereof Contracts to the Closing Date and noting any changes theretoBuyer; (c) A duly executed certificate of “non-foreign” status in the form of Exhibit “I” from Seller an employment agreement between Buyer and any required state withholding or non-foreign status certificateXx. Xxxx Contreras; (d) On a counterpart of the first Closing DateEscrow Agreement, a duly executed tenancy in common agreement (by Seller and each of the “TIC Agreement”) from Seller in the form of Exhibit “J”Active Shareholders; (e) On the first Closing Date, a duly executed memorandum counterpart of the tenancy in common agreement (the “Memorandum of TIC Non-Competition Agreement”) from Seller in the form of Exhibit “K”, executed by Xxxxx X. Xxxxx; (f) Evidence reasonably A Certificate of Good Standing, dated not more than fifteen (15) days prior to the Closing, with respect to Seller issued by the Secretary of State of Illinois; (g) a Payoff Letter from Nations Bank, indicating the amount to be paid as of the Closing Date in order to fully pay all amounts outstanding under Seller's loan; (h) any required consents and certificates of assignment required of Seller to transfer the Assets, Assumed Liabilities and the Contracts, and otherwise consummate the transactions contemplated hereby; (i) Certificates of Estoppel executed by each of the songwriters in connection with those songwriter agreements listed in PART 3.1.14 OF THE DISCLOSURE LETTER; (j) an opinion of Xxxx Xxxxxx, counsel for Seller, dated as of the Closing Date, in form and substance satisfactory to Buyer and Title Company respecting Buyer; (k) copies of unanimous resolutions of the due organization Board of Directors of Seller and the due authorization Shareholders, certified by the secretary of Seller as having been duly and validly adopted and in full force and effect, authorizing the execution and delivery of this Agreement and the documents required to be delivered hereunderSeller's Agreements and the performance of Seller's obligations under this Agreement and the Seller's Agreements and approval of the consummation of the transactions contemplated hereby; (gl) On an written statement setting forth the final Closing Datequalifications of the Purchaser Representative to hold such position; (m) Tax clearance certificates or similar documents required by any state taxing authority in order to relieve Buyer of any obligation to withhold any portion of the purchase price, if previously obtained; (n) all of Seller's business papers and records that are part of the Assets, including, without limitation, originals of all Contracts, sales and advertising materials and customer and supplier lists, publishing agreements and customer accounts receivable files; provided, that all such business papers, records and materials shall be deemed delivered to the extent that they are then in Seller’s possession, and have not theretofore been delivered located at any of the Leased Properties as of the Closing Date; (o) checks or other instruments of transfer pursuant to Buyer: (i) any plans and specifications for all Improvements on the Property; (ii) all unexpired warranties and guarantees which Seller has received in connection with any work or services performed with respect toBuyer will obtain, or equipment installed inobtain control over, the improvements Seller's cash, cash equivalents, money on the Property; (iii) all keys deposit with banks and other access control devices for all improvements on the Property; (iv) all documents certificates of Seller relating to the Property; (v) originals of the Existing Lease and of any correspondence or other documents amending the provisions thereof; and (vi) originals of all service agreements that will remain in effect after the Final Closing and all correspondence and records relating to the on-going operations (including tenant xxxxxxxx) and maintenance of the Property. In addition, Seller shall direct its property management company, if any, to deliver any documents or other files of Seller which are reasonably related to such on-going operations and which are in such management company’s possession to Buyer at the Final Closingdeposits; and (hp) Such additional such other documents and instruments as Buyer or its counsel may reasonably request. All documents delivered to Buyer shall be in form and substance reasonably required by Buyer and Title Company in order satisfactory to consummate the transactions hereunder (provided the same do not increase in any material respect the costs toXxxxxx Xxxxxx & Zavis, or liability or obligations of, Seller in a manner not otherwise provided counsel for herein)Buyer.

Seller Deliveries. At the Closing, Seller shall deliver deliver, or cause to Buyer be delivered, to Purchaser, the following: (ai) A Certificate(s) representing the Company Shares, together with duly executed xxxx assignment(s) or stock power(s); (ii) Evidence that the Company and WFOE have been released from any guarantee or other credit support provided for the benefit of saleSeller, assignment if applicable; (iii) Payoff letters, and assumption agreement (“Assignment and Assumption Agreement”) from Seller evidence of the release of all outstanding Liens, with respect to the tangible East West Bank LOC; (iv) a Transition Services Agreement, in a form mutually acceptable to Purchaser and intangible personal property included Seller (the “Transition Services Agreement”), duly executed by Caltrop LLC; (v) a Management Services Agreement, in a form mutually acceptable to Purchaser and Seller (the Property “Management Services Agreement”), duly executed by Seller; (including vi) a License Agreement, in a form mutually acceptable to Purchaser and Seller (the Existing Lease and Service Agreements“License Agreement”), duly executed by Caltrop LLC; (vii) in The Seller Note, duly executed by Seller; (viii) Written resignations, effective as of the form Closing, from each Person set forth on Section 3.03(a)(viii) of the Disclosure Schedules attached hereto as Exhibit B (the “G” (to the extent Seller is only conveying a Designated Portion, Seller shall only convey the respective Designated Percentage in such tangible and intangible personal propertyDisclosure Schedules”); (bix) A duly executed certificate Extended reporting endorsements paid for 50/50 by the seller and purchaser prior to close, with a three-year term and aggregate limit of Seller Ten Million Dollars ($10,000,000), effective as of the “Seller Closing Certificate”) Closing, for the Company’s errors and omissions liability insurance policy in the form of Exhibit “H” updating the representations and warranties contained in Section 7.1 hereof effect immediately prior to the Closing Date and noting any changes thereto; (c) A duly executed certificate of “non-foreign” status in the form of Exhibit “I” from Seller and any required state withholding or non-foreign status certificate; (d) On the first Closing Date, a duly executed tenancy in common agreement (the “TIC AgreementTail Policy”) from Seller in the form of Exhibit “J”; (e) On the first Closing Date, a duly executed memorandum of the tenancy in common agreement (the “Memorandum of TIC Agreement”) from Seller in the form of Exhibit “K”; (f) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (g) On the final Closing Date, to the extent they are then in Seller’s possession, and have not theretofore been delivered to Buyer: (i) any plans and specifications for all Improvements on the Property; (ii) all unexpired warranties and guarantees which Seller has received in connection with any work or services performed with respect to, or equipment installed in, the improvements on the Property; (iii) all keys and other access control devices for all improvements on the Property; (iv) all documents of Seller relating to the Property; (v) originals of the Existing Lease and of any correspondence or other documents amending the provisions thereof; and (vi) originals of all service agreements that will remain in effect after the Final Closing and all correspondence and records relating to the on-going operations (including tenant xxxxxxxx) and maintenance of the Property. In addition, Seller shall direct its property management company, if any, to deliver any documents or other files of Seller which are reasonably related to such on-going operations and which are in such management company’s possession to Buyer at the Final Closing); and (hx) Such additional documents as may be reasonably required A certificate, executed by Buyer and Title Company in order to consummate Seller, meeting the transactions hereunder (provided requirements of Section 1445 of the same do Code, certifying that Seller is not increase in any material respect a foreign person within the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein)meaning of Section 1445 of the Code.

Seller Deliveries. Seller shall shall, at its sole cost and expense, deliver the following to Buyer at the followingClosing against delivery by Buyer of the items and documents described in Section 3.2: (a) A duly executed xxxx of sale, assignment all Books and assumption agreement (“Assignment Records and Assumption Agreement”other documents contemplated pursuant to Section 2.1(e) from Seller with respect to the tangible above and intangible personal property included in the Property (including the Existing Lease except as permitted by Section 2.2(a) and Service Agreements) in the form of Exhibit “G” (to the extent Seller is only conveying a Designated Portion, Seller shall only convey the respective Designated Percentage in such tangible and intangible personal propertySection 2.2(i); (b) A duly executed certificate copy of Seller (the “Seller Closing Certificate”) Xxxx of Sale in the form of attached hereto as Exhibit “H” updating the representations and warranties contained in Section 7.1 hereof to the Closing Date and noting any changes theretoA; (c) A duly executed certificate copies of “non-foreign” status the Assignment and Assumption Agreement in the form of attached hereto as Exhibit “I” from Seller and any required state withholding or non-foreign status certificateB; (d) On the first Closing Date, a duly executed tenancy in common agreement (the “TIC Agreement”) from Seller Officers’ Certificate in the form of attached hereto as Exhibit “J”D; (e) On the first Closing Date, a duly executed memorandum Assignment(s) of the tenancy in common agreement (the “Memorandum of TIC Agreement”) from Seller Registered Intellectual Property Rights in the form of form(s) attached hereto as Exhibit “K”E; (f) Evidence reasonably satisfactory Offer Letters and Proprietary Information and Invention and Assignment Agreements substantially in the forms attached hereto as Exhibit F-1 and Exhibit F-2, respectively, duly executed by each of the Transferred Business Employees; (g) duly executed counterpart signature pages (executed by the Seller Parties, as applicable) of the Transition Services Agreement in the form attached hereto as Exhibit H; (h) copies of all necessary resolutions of Seller, certified by the Chief Executive Officer of Seller, as to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereundertransactions contemplated hereby; (gi) On Financial Information Statement, which shall be delivered not more than two (2) days prior to the final Closing; (j) certificates of good standing, dated not more than three (3) Business Days prior to the Closing Date, from the Secretary of State (or equivalent regulatory authority) of the State of South Carolina and each state in which Seller is qualified to do business, evidencing the good standing (or similar concept as recognized by each jurisdiction) of Seller in each such jurisdiction; (k) duly executed Contract Consents and Assignments set forth on Schedule 3.3(k) and any other consents required to assign to Buyer all rights of Seller under the Acquired Contracts, each in a form reasonably acceptable to Buyer (including, without limitation, that such consents do not condition such consent on amendments or variations to the terms of the Contracts); (l) Power of Attorney, duly executed by Seller, witnessed and notarized; (m) duly executed and acknowledged certification from Seller conforming to the requirements of Treasury Regulations section 1.1445-2(b), stating that Seller is not a “foreign person” within the meaning of Section 1445 of the Code in the form attached hereto as Exhibit I; (n) evidence of (i) the release of any and all Liens affecting any of the Acquired Assets (including, without limitation, evidence of the filing of all UCC Termination Statements), other than Permitted Encumbrances, and (ii) the satisfaction of the Extinguished Liabilities and Extinguished Third Party Expenses upon payment by Buyer, to the extent they are then paid by Buyer pursuant to Section 2.5; (o) agreements terminating or amending the agreements identified on Schedule 3.3(o) in form reasonably acceptable to Buyer; (p) Evidence satisfactory to Buyer that the assets and rights of Seller’s possession, and have not theretofore been delivered to Buyer: (i) any plans and specifications for all Improvements on the Property; (ii) all unexpired warranties and guarantees which Seller has received in connection with any work or services performed with respect to, or equipment installed inSubsidiaries, the improvements Principal Members and third parties set forth on the Property; (iii) all keys and other access control devices for all improvements on the Property; (iv) all documents of Seller relating Schedule 2.1(p), has been contributed by such parties to Buyer effective immediately prior to the Property; (v) originals of the Existing Lease and of any correspondence or other documents amending the provisions thereof; and (vi) originals of all service agreements that will remain in effect after the Final Closing and all correspondence and records relating to the on-going operations (including tenant xxxxxxxx) and maintenance of the Property. In addition, Seller shall direct its property management company, if any, to deliver any documents or other files of Seller which are reasonably related to such on-going operations and which are in such management company’s possession to Buyer at the Final Closing; and (hq) Such additional documents as may be reasonably required by Buyer and Title Company in order to consummate the transactions hereunder (provided the same do not increase in any material respect the costs tosuch other instruments, documents, or liability certifications as Buyer may reasonably request to document and transfer title to any Acquired Assets to Buyer in accordance with this Agreement or obligations ofto permit Buyer properly to identify and account for each Assumed Liability (the instruments referred to in Sections (a) through (q)) and the Key Person Agreements, Seller in a manner not otherwise provided for hereinbeing referred to herein as the “Collateral Agreements”). The Acquired Assets shall be delivered to Buyer at its principal place of business located at 00000 Xxxxxxxx Xxxx., 00xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000.

Seller Deliveries. Seller At each Closing (including any Subsequent Closing), the Sellers shall deliver to Buyer the followingBuyer: (a) A All duly executed xxxx Bills of saleSale, assignment and assumption agreement (“Assignment and Assumption Agreement”) from Seller Agreements with respect to the tangible Acquired Assets and intangible personal property included Assumed Contracts being purchased at such Closing and such other instruments of conveyance and assignment as Buyer shall deem necessary or appropriate to vest in Buyer (or its designee, as the Property (including case may be) all right, title and interest in, to and under the Existing Lease Acquired Assets and Service Agreements) in the form of Exhibit “G” (to the extent Seller is only conveying a Designated Portion, Seller shall only convey the respective Designated Percentage in such tangible and intangible personal property)Assumed Contracts; (b) A duly executed certificate certified copy of Seller (the “Seller Closing Certificate”) in Sale Order for the form of Exhibit “H” updating the representations and warranties contained in Section 7.1 hereof to the Closing Date and noting any changes theretoSellers; (c) A duly executed certificate of “non-foreign” status in the form of Exhibit “I” from Seller and any The officer’s certificates required state withholding or non-foreign status certificateto be delivered pursuant to Section 9.2(c) hereof; (d) On the first Closing DateThe Price Certification Certificate, a duly executed tenancy in common agreement (by the “TIC Agreement”) from Seller in President or Chief Financial Officer of the form of Exhibit “J”Sellers; (e) On All certificates required by all relevant taxing authorities that are necessary to support any claimed exemption from the first Closing Date, a duly executed memorandum imposition of the tenancy in common agreement (the “Memorandum of TIC Agreement”) from Seller in the form of Exhibit “K”Transfer Taxes; (f) Evidence reasonably satisfactory Signed resignations of the directors and officers of the Purchased Entities being purchased at such Closing to Buyer and Title Company respecting the due organization extent the same were appointed or designated by Parent or any of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunderits Affiliates; (g) On The unit certificates and notes for all of the final Closing DateSecurities being purchased at such Closing, to the extent they are then endorsed in Seller’s possessionblank or accompanied by duly executed assignment documents; (h) A certified copy of all required directors’ and shareholders’ resolutions, consents and have not theretofore been delivered to Buyer: waivers; (i) any plans and specifications for all Improvements on the Property; (ii) all unexpired warranties and guarantees which Seller has received in connection with any work An affidavit or services performed with respect to, or equipment installed in, the improvements on the Property; (iii) all keys and other access control devices for all improvements on the Property; (iv) all documents of Seller relating to the Property; (v) originals affidavits dated as of the Existing Lease Closing Date and of any correspondence or other documents amending in the provisions thereof; form and (visubstance required under the Treasury Regulations issued pursuant to Section 1445(b) originals of all service agreements that will remain in effect after the Final Closing and all correspondence and records relating to the on-going operations (including tenant xxxxxxxx) and maintenance of the Property. In addition, Code so that Buyer is exempt from withholding any portion of the Purchase Price; (j) A duly executed Seller shall direct its property management company, if any, to deliver any documents or other files of Seller which are reasonably related to such on-going operations and which are in such management company’s possession to Buyer at the Final ClosingTransition Services Agreement; (k) A duly executed Intellectual Property License Agreement; and (hl) Such additional other documents as Buyer may be deem reasonably required by Buyer and Title Company in order to consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, necessary or liability or obligations of, Seller in a manner not otherwise provided for herein)appropriate.

Seller Deliveries. At Closing Seller shall deliver to Buyer the followingdeliver: (a) A special warranty deed in proper form for recording, duly executed xxxx executed, witnessed and acknowledged, so as to convey to Buyer the fee simple title to the Shopping Center, subject only to the Permitted Exceptions; (b) Originals, if available, or if not, true copies of salethe Leases and Contracts; (c) Assignments to Buyer of all Leases and all Contracts, assignment containing an indemnity against breach of such instruments by Seller prior to the Closing Date and assumption agreement (“Assignment including all security deposits and Assumption Agreement”) other sums from tenants held by or for Seller with respect to the tangible Leases, and intangible personal property containing a reciprocal indemnity from Buyer against breach of such instruments and claims made by tenants and others which arise from and after the Closing Date; (d) A quitclaim xxxx of sale or assignment of all Personal Property and Materials; (e) An updated Rent Roll certified by Seller; (f) Tenant Estoppel Letters obtained by Seller, if not already delivered to Buyer, which must include those from all Major Tenants and seventy five percent (75.0%) by number of the other tenants who have signed leases for any portion of the Shopping Center, together with Seller’s estoppel (in the form required for the respective tenants) for each tenant not delivering an estoppel (i.e., to achieve 100% estoppel delivery to Buyer). If Seller delivers a Seller’s Estoppel Letter for any tenant and within ninety (90) days thereafter delivers a Tenant Estoppel Letter from such tenant in form required herein and containing the same provisions as are included in the Property Seller’s Estoppel, Seller will be released from any and all liabilities and obligations thereafter accruing under such Seller’s Estoppel Letter; (including g) An owner’s affidavit, non-foreign affidavit, non-tax withholding certificate and such other documents as may reasonably be required by the Existing Lease Title Company in order to effectuate the provisions of this Agreement and Service Agreementsthe consummation of the transactions contemplated herein; (h) Resolutions or affidavits of Seller authorizing the transaction described herein; (i) An executed audit representation letter in the form of attached hereto as Exhibit “G” (to the extent Seller is only conveying 8.l(i), and made a Designated Portion, Seller shall only convey the respective Designated Percentage in such tangible and intangible personal property)part hereof; (bj) A duly executed certificate of Seller (the “Seller Closing Certificate”) Letters to tenants signed by Seller, in the form attached hereto as Exhibit 8.1(j), and made a part hereof, notifying the tenants of Exhibit “H” updating the acquisition of the Shopping Center by Buyer and directing the tenants to pay all rents and other sums to Buyer from and after the Closing Date; (k) An updated certificate, as of closing, certifying that the representations and warranties contained in Section 7.1 hereof to the Closing Date and noting any changes thereto; (c) A duly executed certificate of “non-foreign” status in the form of Exhibit “I” from Seller and any required state withholding or non-foreign status certificate; (d) On the first Closing Date, a duly executed tenancy in common agreement (the “TIC Agreement”) from Seller in the form of Exhibit “J”; (e) On the first Closing Date, a duly executed memorandum of the tenancy in common agreement (the “Memorandum of TIC Agreement”) from Seller in the form of Exhibit “K”; (f) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution Article 4 of this Agreement agreement remain true and the documents required to be delivered hereunder; (g) On the final Closing Date, to the extent they are then correct in Seller’s possession, and have not theretofore been delivered to Buyer: (i) any plans and specifications for all Improvements on the Property; (ii) all unexpired warranties and guarantees which Seller has received in connection with any work or services performed with respect to, or equipment installed in, the improvements on the Property; (iii) all keys and other access control devices for all improvements on the Property; (iv) all documents of Seller relating to the Property; (v) originals of the Existing Lease and of any correspondence or other documents amending the provisions thereof; and (vi) originals of all service agreements that will remain in effect after the Final Closing and all correspondence and records relating to the on-going operations (including tenant xxxxxxxx) and maintenance of the Property. In addition, Seller shall direct its property management company, if any, to deliver any documents or other files of Seller which are reasonably related to such on-going operations and which are in such management company’s possession to Buyer at the Final Closingmaterial respects; and (h1) Such additional other documents as may be reasonably required by Buyer and the Title Company in order may reasonably request to consummate effect the transactions hereunder (provided the same do not increase in any material respect the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein)transaction contemplated by this Agreement.

Seller Deliveries. Seller At each Closing (including any Subsequent Closing), the Sellers shall deliver to Buyer the followingBuyer: (a) A All duly executed xxxx Bills of saleSale, assignment and assumption agreement (“Assignment and Assumption Agreement”) from Seller Agreements with respect to the tangible Acquired Assets and intangible personal property included Assumed Contracts being purchased at such Closing and such other instruments of conveyance and assignment as Buyer shall deem necessary or appropriate to vest in Buyer (or its designee, as the Property (including case may be) all right, title and interest in, to and under the Existing Lease Acquired Assets and Service Agreements) in the form of Exhibit “G” (to the extent Seller is only conveying a Designated Portion, Seller shall only convey the respective Designated Percentage in such tangible and intangible personal property)Assumed Contracts; (b) A duly executed certificate certified copy of Seller (the “Seller Closing Certificate”) in Sale Order for the form of Exhibit “H” updating the representations and warranties contained in Section 7.1 hereof to the Closing Date and noting any changes theretoSellers; (c) A duly executed certificate of “non-foreign” status in the form of Exhibit “I” from Seller and any The officer's certificates required state withholding or non-foreign status certificateto be delivered pursuant to Section 9.2(c) hereof; (d) On the first Closing DateThe Price Certification Certificate, a duly executed tenancy in common agreement (by the “TIC Agreement”) from Seller in President or Chief Financial Officer of the form of Exhibit “J”Sellers; (e) On All certificates required by all relevant taxing authorities that are necessary to support any claimed exemption from the first Closing Date, a duly executed memorandum imposition of the tenancy in common agreement (the “Memorandum of TIC Agreement”) from Seller in the form of Exhibit “K”Transfer Taxes; (f) Evidence reasonably satisfactory Signed resignations of the directors and officers of the Purchased Entities being purchased at such Closing to Buyer and Title Company respecting the due organization extent the same were appointed or designated by Parent or any of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunderits Affiliates; (g) On The unit certificates and notes for all of the final Closing DateSecurities being purchased at such Closing, to the extent they are then endorsed in Seller’s possessionblank or accompanied by duly executed assignment documents; (h) A certified copy of all required directors' and shareholders' resolutions, consents and have not theretofore been delivered to Buyer: waivers; (i) any plans and specifications for all Improvements on the Property; (ii) all unexpired warranties and guarantees which Seller has received in connection with any work An affidavit or services performed with respect to, or equipment installed in, the improvements on the Property; (iii) all keys and other access control devices for all improvements on the Property; (iv) all documents of Seller relating to the Property; (v) originals affidavits dated as of the Existing Lease Closing Date and of any correspondence or other documents amending in the provisions thereof; form and (visubstance required under the Treasury Regulations issued pursuant to Section 1445(b) originals of all service agreements that will remain in effect after the Final Closing and all correspondence and records relating to the on-going operations (including tenant xxxxxxxx) and maintenance of the Property. In addition, Code so that Buyer is exempt from withholding any portion of the Purchase Price; (j) A duly executed Seller shall direct its property management company, if any, to deliver any documents or other files of Seller which are reasonably related to such on-going operations and which are in such management company’s possession to Buyer at the Final ClosingTransition Services Agreement; (k) A duly executed Intellectual Property License Agreement; and (hl) Such additional other documents as Buyer may be deem reasonably required by Buyer and Title Company in order to consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, necessary or liability or obligations of, Seller in a manner not otherwise provided for herein)appropriate.

Seller Deliveries. At the Closing, Seller shall deliver to Buyer the followingBuyers, as applicable: (a) 2.4.1 A duly executed xxxx assignment of sale, assignment and assumption agreement (“Assignment and Assumption Agreement”) from Seller with respect the Subject Interests to the tangible and intangible personal property included Buyers in the Property (including the Existing Lease and Service Agreements) their Pro Rata Shares in the form of Exhibit “G” (to C; 2.4.2 The Corporate Services Agreement, duly executed by Seller; 2.4.3 Resignations or terminations of all officers and managers of the extent Company as set forth on Schedule 2.4.3, effective as of the Closing Date; 2.4.4 A duly executed certificate, in the form prescribed by Treasury Regulations under Section 1445 of the Code, stating that Seller is only conveying not a Designated Portion, Seller shall only convey “foreign person” within the respective Designated Percentage in such tangible and intangible personal property)meaning of Section 1445 of the Code; 2.4.5 A validly executed Internal Revenue Service Form W-9 of Seller; 2.4.6 A certificate confirming the existence and good standing of Seller and Company from the Secretary of State of Delaware dated within ten (10) Business Days of the Closing Date; 2.4.7 The Member Consent, duly executed by Seller; 2.4.8 Evidence, reasonably satisfactory to Buyers, that (a) all amounts due and payable under the Amegy Credit Facility have been paid by the Company in full (or will be paid in full at Closing), (b) A duly executed certificate of Seller all security interests and other liens granted under the Amegy Credit Facility have been released (the “Seller Closing Certificate”) in the form of Exhibit “H” updating the representations or will be released at or promptly following Closing), and warranties contained in Section 7.1 hereof to the Closing Date and noting any changes thereto; (c) A duly executed certificate the Amegy Credit Facility has been terminated (or will be terminated as of “non-foreign” status in the form of Exhibit “I” from Seller Closing) 2.4.9 Such other agreements, documents and any required state withholding or non-foreign status certificate; (d) On the first Closing Date, a duly executed tenancy in common agreement (the “TIC Agreement”) from Seller in the form of Exhibit “J”; (e) On the first Closing Date, a duly executed memorandum of the tenancy in common agreement (the “Memorandum of TIC Agreement”) from Seller in the form of Exhibit “K”; (f) Evidence instruments as are reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (g) On the final Closing Date, to the extent they are then in Seller’s possession, and have not theretofore been delivered to Buyer: (i) any plans and specifications for all Improvements by Seller on the Property; (ii) Closing Date pursuant to this Agreement or otherwise reasonably required in connection herewith, including all unexpired warranties and guarantees which Seller has received such other instruments as Buyers may reasonably request in connection with any work or services performed with respect to, or equipment installed in, the improvements on the Property; (iii) all keys and other access control devices for all improvements on the Property; (iv) all documents of Seller relating to the Property; (v) originals purchase of the Existing Lease and of any correspondence or other documents amending the provisions thereof; and (vi) originals of all service agreements that will remain in effect after the Final Closing and all correspondence and records relating to the on-going operations (including tenant xxxxxxxx) and maintenance of the Property. In addition, Seller shall direct its property management company, if any, to deliver any documents or other files of Seller which are reasonably related to such on-going operations and which are in such management company’s possession to Buyer at the Final Closing; and (h) Such additional documents as may be reasonably required by Buyer and Title Company in order to consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein)Subject Interests contemplated hereby.

Seller Deliveries. Seller shall execute and deliver to Buyer the following:following ("SELLER DELIVERIES"): (a) A duly executed xxxx of sale, an assignment and assumption agreement of tenant leases (“Assignment and Assumption Agreement”) from Seller with respect to the tangible and intangible personal property included in the Property (including the Existing Lease and Service Agreements"LEASE ASSIGNMENT AND ASSUMPTION") in the form of Exhibit “G” (to the extent Seller is only conveying "D" attached hereto and made a Designated Portion, Seller shall only convey the respective Designated Percentage in such tangible and intangible personal property)part hereof; (b) A duly executed certificate an assignment and assumption of Seller service contracts and operating agreements (the “Seller Closing Certificate”"CONTRACT ASSIGNMENT AND ASSUMPTION") in the form of Exhibit “H” "E", attached hereto; (c) a bxxx of sale and assignment ("BXXX OF SALE") conveying the Personal Property and Miscellaneous Assets in the form of Exhibit "F" attached hereto and made a part hereof; (d) a certificate of Seller ("SELLER CLOSING CERTIFICATE") updating the representations and warranties contained in Section 7.1 paragraph 7A hereof to the Closing Date (and including an updated certified rent roll) and noting any changes thereto; (ce) A duly executed certificate of “non-foreign” status notices ("TENANT NOTICES") to the tenants under the tenant leases in the form of Exhibit “I” from reasonably satisfactory to Seller and any required state withholding or non-foreign status certificate; (d) On Buyer that Buyer is the first Closing Date, a duly executed tenancy in common agreement (the “TIC Agreement”) from Seller in the form of Exhibit “J”; (e) On the first Closing Date, a duly executed memorandum new owner of the tenancy in common agreement (Property and has been assigned the “Memorandum of TIC Agreement”) from Seller in the form of Exhibit “K”refundable security deposits; (f) Evidence a certificate regarding the "non-foreign" status of Seller; (g) evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (g) On the final Closing Date, to the extent they are then in Seller’s possession, and have not theretofore been delivered to Buyer: (i) any plans and specifications for all Improvements on the Property; (ii) all unexpired warranties and guarantees which Seller has received in connection with any work or services performed with respect to, or equipment installed in, the improvements on the Property; (iii) all keys and other access control devices for all improvements on the Property; (iv) all documents of Seller relating to the Property; (v) originals of the Existing Lease and of any correspondence or other documents amending the provisions thereof; and (vi) originals of all service agreements that will remain in effect after the Final Closing and all correspondence and records relating to the on-going operations (including tenant xxxxxxxx) and maintenance of the Property. In addition, Seller shall direct its property management company, if any, to deliver any documents or other files of Seller which are reasonably related to such on-going operations and which are in such management company’s possession to Buyer at the Final Closing; and (h) Such such additional documents as may be reasonably required by Buyer and Title Company in order to consummate the transactions hereunder (provided the same do not materially increase in any material respect the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein); and (i) any building permits, certificates of occupancy, keys and plans and specifications respecting the Property (to the extent the same are in Seller's possession).

Seller Deliveries. At the Closing, the Seller shall will deliver or cause to Buyer be delivered to the followingBuyer: (a) A certificates evidencing the Shares, duly endorsed (or accompanied by duly executed xxxx stock transfer powers) and accompanied by all such other instruments of sale, assignment and assumption agreement (“Assignment and Assumption Agreement”) from Seller with respect or conveyance as shall be necessary to transfer to the tangible Buyer ownership and intangible personal property included possession of the Shares, free and clear of all Liens, in the Property (including the Existing Lease and Service Agreements) in the form of Exhibit “G” (to the extent Seller is only conveying a Designated Portion, Seller shall only convey the respective Designated Percentage in such tangible and intangible personal property)accordance with this Agreement; (b) A a duly executed certificate receipt for delivery of Seller (the “Seller Closing Certificate”) in the form of Exhibit “H” updating the representations and warranties contained in Section 7.1 hereof to the Closing Date and noting any changes theretoPurchase Price; (c) A duly executed a certificate from the Seller meeting the requirements of “nonTreasury Regulation Section 1.1445-foreign” status 2(b)(2); provided, however, that notwithstanding anything to the contrary contained herein, if (i) Seller fails to deliver such certificate, (ii) Buyer has provided Seller with written notice of such failure and adequate opportunity to deliver the required certificate, (iii) following deliver of the notice referred to in (ii), Seller does not provide the form certificate within a commercially reasonable time period, and (iv) Buyer elects to proceed with the Closing, then Buyer shall be permitted to withhold any amounts required to be withheld pursuant to Section 1445 of Exhibit “I” the Code from Seller and any required state withholding or non-foreign status certificatethe Purchase Price; (d) On pay-off letters or an acknowledgement of discharge, as applicable, reasonably acceptable in form and substance to the first Buyer and issued by the holders of the Closing Date Company Indebtedness, setting forth the amounts required to repay all such Indebtedness in full on the Closing Date, a duly executed tenancy in common agreement (the “TIC Agreement”) from Seller in the form of Exhibit “J”; (e) On a certificate of good standing issued by the first Secretary of State of the State of Florida for each of the Target Companies, in each case, dated no earlier than ten (10) days prior to the anticipated Closing Date, a duly executed memorandum of the tenancy in common agreement (the “Memorandum of TIC Agreement”) from Seller in the form of Exhibit “K”;; and (f) Evidence reasonably satisfactory the various certificates, instruments and documents referred to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (g) On the final Closing Date, to the extent they are then in Seller’s possession, and have not theretofore been delivered to Buyer: (i) any plans and specifications for all Improvements on the Property; (ii) all unexpired warranties and guarantees which Seller has received in connection with any work or services performed with respect to, or equipment installed in, the improvements on the Property; (iii) all keys and other access control devices for all improvements on the Property; (iv) all documents of Seller relating to the Property; (v) originals of the Existing Lease and of any correspondence or other documents amending the provisions thereof; and (vi) originals of all service agreements that will remain in effect after the Final Closing and all correspondence and records relating to the on-going operations (including tenant xxxxxxxx) and maintenance of the Property. In addition, Seller shall direct its property management company, if any, to deliver any documents or other files of Seller which are reasonably related to such on-going operations and which are in such management company’s possession to Buyer at the Final Closing; and (h) Such additional documents as may be reasonably required by Buyer and Title Company in order to consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein)Section 6.

Seller Deliveries. At the Closing, Seller shall deliver to Buyer the followingPurchaser: (a) Special warranty deeds and other instruments of conveyance as may be necessary to sell, transfer and convey all of Seller’s right, title and interest in and to the Owned Real Property to Purchaser, free and clear of all Encumbrances (other than Permitted Encumbrances), in forms to be reasonably agreed upon by Seller and Purchaser; (b) A duly executed xxxx of salesale in substantially the form of Exhibit 3.5(b), pursuant to which the Personal Property shall be transferred to Purchaser; (c) An assignment and assumption agreement in substantially the form of Exhibit 3.5(c), with respect to the Assumed Liabilities (the “Assignment and Assumption Agreement”) from Seller with respect to the tangible and intangible personal property included in the Property (including the Existing Lease and Service Agreements) in the form of Exhibit “G” (to the extent Seller is only conveying a Designated Portion, Seller shall only convey the respective Designated Percentage in such tangible and intangible personal property); (b) A duly executed certificate of Seller (the “Seller Closing Certificate”) in the form of Exhibit “H” updating the representations and warranties contained in Section 7.1 hereof to the Closing Date and noting any changes thereto; (c) A duly executed certificate of “non-foreign” status in the form of Exhibit “I” from Seller and any required state withholding or non-foreign status certificate; (d) On the first Closing Date, a duly executed tenancy in common agreement (the “TIC Agreement”) from Seller in the form of Exhibit “J”[RESERVED]; (e) On the first Closing Date, a duly executed memorandum of the tenancy An assignment and assumption agreement in common agreement (the “Memorandum of TIC Agreement”) from Seller in substantially the form of Exhibit 3.5(e), with respect to the Parking License (the “KParking License Assignment”); (f) Evidence reasonably satisfactory Assignment and assumption agreements in substantially the form of Exhibit 3.5(f), with respect to Buyer and Title Company respecting each of the due organization of Seller and Tenant Leases (the due authorization and execution of this Agreement and the documents required to be delivered hereunder“Tenant Assignments”); (g) On The certificate required to be delivered by Seller pursuant to Section 9.1(e); (h) Seller’s resignation as trustee or custodian, as applicable, with respect to each Deposit in an XXX and designation of Purchaser as successor trustee or custodian with respect thereto; (i) A certificate of non-foreign status pursuant to Treasury Regulation Section 1.1445-2(b)(2) from Seller, duly executed and acknowledged, substantially in the final Closing Dateform of the sample certificates set forth in Treasury Regulation 1.1445-2(b)(2)(iv)(B); (j) [RESERVED]; (k) Affidavits and such other customary documentation as shall be reasonably required by Madison Title Agency, LLC or another title company jointly selected by Purchaser and Seller (the “Title Insurer”) to issue title insurance policies (each, a “Title Policy,” and collectively, the “Title Insurance”) with respect to the extent they Owned Real Property insuring Purchaser or its designee as owner of marketable fee simple title, subject only to Permitted Encumbrances; (l) The Safe Deposit Agreements, Seller’s keys to the safe deposit boxes and all other records as exist and are then in Seller’s possession, and have not theretofore been delivered to Buyer: (i) any plans and specifications for all Improvements on the Property; (ii) all unexpired warranties and guarantees which Seller has received in connection with any work possession or services performed with respect to, or equipment installed in, the improvements on the Property; (iii) all keys and other access control devices for all improvements on the Property; (iv) all documents of Seller relating related to the Property; (v) originals of the Existing Lease and of any correspondence or other documents amending the provisions thereof; and (vi) originals of all service agreements that will remain in effect after the Final Closing and all correspondence and records relating to the on-going operations (including tenant xxxxxxxx) and maintenance of the Property. In addition, Seller shall direct its property management company, if any, to deliver any documents or other files of Seller which are reasonably related to such on-going operations and which are in such management company’s possession to Buyer safe deposit box business at the Final ClosingBranches; (m) The Records; and (hn) Such additional other documents or instruments of conveyance or transfer as may be are reasonably required by Buyer and Title Company in order necessary or appropriate to consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein)contemplated by this Agreement.

Seller Deliveries. Seller shall shall, at its sole cost and expense, deliver the following to Buyer at the followingClosing against delivery by Buyer of the items and documents described in Section 3.2: (a) A duly executed xxxx of sale, assignment all Books and assumption agreement (“Assignment Records and Assumption Agreement”other documents contemplated pursuant to Section 2.1(d) from Seller with respect to the tangible above and intangible personal property included in the Property (including the Existing Lease except as permitted by Section 2.2(a) and Service Agreements) in the form of Exhibit “G” (to the extent Seller is only conveying a Designated Portion, Seller shall only convey the respective Designated Percentage in such tangible and intangible personal propertySection 2.2(l); (b) A duly executed certificate copies of Seller (the “Seller Closing Certificate”) in the form of Exhibit “H” updating the representations Assignment and warranties contained in Section 7.1 hereof to the Closing Date and noting any changes theretoAssumption Agreement; (c) A duly executed certificate Assignment of “non-foreign” status in the form of Exhibit “I” from Seller and any required state withholding or non-foreign status certificateRegistered Intellectual Property Rights; (d) On the first Closing Date, a duly executed tenancy in common agreement (the “TIC Agreement”) from Seller in the form of Exhibit “J”Non-Competition Agreement by each Founder and Stock Consideration Recipient; (e) On the first Closing Date, a duly executed memorandum of the tenancy in common agreement (the “Memorandum of TIC Agreement”) from Seller in the form of Exhibit “K”Lock-Up Agreement by each Stock Consideration Recipient; (f) Evidence reasonably satisfactory duly executed Seller Officer’s Certificate; (g) copies of all necessary resolutions of the managers and members of Seller, certified by the manager of Seller, as to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereundertransactions contemplated hereby; (gh) On certificates of good standing, dated not more than three (3) Business Days prior to the final Closing Date, to from the extent they are then in Seller’s possession, and have not theretofore been delivered to Buyer: Secretary of State (or equivalent regulatory authority) of Wyoming; (i) duly executed Contract Consents and Assignments and any plans and specifications for other consents required to assign to Buyer all Improvements on rights of Seller under the Property; Assigned Contracts; (iij) all unexpired warranties Personally Identifiable Information and guarantees which Seller has received in connection with any work or services performed with respect to, or equipment installed in, the improvements on the Property; Customer Information contemplated pursuant to Section 2.1(i) above; (iiik) all keys and other access control devices for all improvements on the Property; (iv) all documents of Seller relating to the Property; (v) originals evidence of the Existing Lease and release of any correspondence and all Liens affecting any of the Acquired Assets (including, without limitation, evidence of the filing of all UCC Termination Statements), other than Permitted Encumbrances; (l) agreements terminating or other documents amending the provisions thereof; agreements identified on Schedule 3.3(l) in form reasonably acceptable to Buyer; (m) an agreement terminating agreements in place with Raybar Pvt Ltd and (vi) originals of all service agreements that will remain Seller in effect after the Final Closing and all correspondence and records relating form reasonable acceptable to the on-going operations (including tenant xxxxxxxx) and maintenance of the Property. In addition, Seller shall direct its property management company, if any, to deliver any documents or other files of Seller which are reasonably related to such on-going operations and which are in such management company’s possession to Buyer at the Final ClosingBuyer; and (hn) Such additional documents as may be reasonably required by Buyer and Title Company in order to consummate the transactions hereunder (provided the same do not increase in any material respect the costs tosuch other instruments, documents, or liability certifications as Buyer may reasonably request to document and transfer title to any Acquired Assets to Buyer in accordance with this Agreement or obligations ofto permit Buyer properly to identify and account for each Assumed Liability (the instruments referred to in Sections 3.3(a) through (m), Seller in a manner not otherwise provided for hereintogether with the Employment Agreements are referred to herein as the “Collateral Agreements”).

Seller Deliveries. At least three (3) business days prior to the Closing Date, Seller shall deliver to Buyer the Escrow Agent the following: (a) A duly executed and acknowledged special warranty deed (the “Deed”) in the form of Exhibit “H”; (b) A duly executed original xxxx of sale, assignment and assumption agreement (the “Assignment and Assumption AgreementAssumption”) from Seller with respect to the tangible and intangible personal property included in the Property (including the Existing Lease and Service Agreements) in the form of Exhibit “G” (to the extent Seller is only conveying a Designated Portion, Seller shall only convey the respective Designated Percentage in such tangible and intangible personal property)I”; (bc) A duly executed original certificate of Seller (the “Seller Closing Certificate”) in the form of Exhibit “HJ” updating the representations and warranties contained in Section 7.1 hereof this Agreement to the Closing Date and noting Date, which shall not disclose any changes theretomaterial exceptions unless they (i) are expressly permitted by this Agreement, (ii) could not reasonably be avoided by Seller, or (iii) are known to Buyer on or prior to the date of this Agreement; (cd) A duly executed original certificate of “non-foreign” status in the form of Exhibit “IK” from Seller and any required state certificate that is sufficient to exempt Seller from any state withholding or non-foreign status certificaterequirement with respect to the sale contemplated by this Agreement; (de) On Evidence reasonably satisfactory to Buyer that any property management agreement or leasing brokerage agreement affecting the first Closing DateProperty has been terminated effective as of the Closing; (f) Duly executed notices to each of the tenants under the Leases (“Tenant Notices”), a duly executed tenancy in common agreement (the “TIC Agreement”) from Seller in the form of Exhibit “JL”, addressed to each of such tenants; (e) On the first Closing Date, a duly executed memorandum of the tenancy in common agreement (the “Memorandum of TIC Agreement”) from Seller in the form of Exhibit “K”; (fg) Evidence reasonably satisfactory to Buyer and Title Company the Escrow Agent respecting the due organization of Seller and the due authorization and execution by Seller of this Agreement and the documents required to be delivered hereunder; (gh) On the final Closing Date, to To the extent they are then in Seller’s possession, and have not theretofore been delivered to Buyer: (i) any plans and specifications for all Improvements on the PropertyImprovements; (ii) all unexpired warranties and guarantees which Seller has received in connection with any work or services performed with respect to, or equipment installed in, the improvements on the PropertyImprovements; (iii) all keys and other access control devices for all improvements on the PropertyImprovements; (iv) originals of all documents of Seller Leases, all correspondence to or from any tenants relating to the PropertyLeases; and (v) originals of the Existing Lease and of any correspondence or other documents amending the provisions thereof; and (vi) originals of all service agreements Service Agreements that will remain in effect after the Final Closing and all correspondence and other books and records (but expressly excluding any Excluded Materials) relating to the on-going ongoing operations (including tenant xxxxxxxx) and maintenance of the Property. In addition, Seller shall direct its property management company, if any, to deliver any documents Property (which materials under this clause (h) may be either delivered at Closing or other files of Seller which are reasonably related to such on-going operations and which are in such management company’s possession to Buyer left at the Final Closing; andmanagement office at the Property); (hi) Such additional documents as may be reasonably required by Buyer and Title Company the Escrow Agent in order to consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein); and (j) a duly executed and acknowledged assignment and assumption of Ground Lease (the “Ground Leasehold Assignment”) in the form of Exhibit “W”, with respect to each of the Ground Leases.

Seller Deliveries. The Seller shall deliver to Buyer the followingBuyer: (ai) A stock certificates and stock powers to transfer the shares in all of the Transferred Assets constituting stock duly executed xxxx with all documentary transfer stamps affixed thereto; (ii) duly executed separate assignments or other appropriate instruments of saletransfer (including titles, warranty deed, and original registrations for all titled property, Real Property, and a duly executed general assignment and assumption agreement bill of sale of any of the Transferred Assets not appropriately tranxxxxred by the transfer of capital stock referred to in this Section 9.2(a)(i); (“Assignment iii) minute books for each corporation the shares of which constitute Transferred Assets including the Affiliates; (iv) any other documents and Assumption instruments reasonably requested by Buyer to effectuate the intents and purposes of this Agreement”; (v) certified articles of incorporation, bylaws and current good standing certificates for Seller and each Affiliate from their respective states of incorporation and authorization to do business in each state in which they do business; (vi) the original of each Contract; (vii) opinions from the counsel for Seller in form and substance reasonably satisfactory to the Buyer including opinions regarding the following with respect to the tangible Seller and intangible personal property included each Affiliate: (a) the good standing of the Seller and each Affiliate; (b) due execution; (c) valid and binding and enforceability opinion subject to standard creditors' rights exception; (d) that all Consents and Regulatory Approvals have been obtained for the transfer of the Transferred Assets, including Consents and Regulatory Approvals required by any Affiliate by virtue of the transactions contemplated by this Agreement; and (e) that no consent is required in connection with the Property (including Transferred Assets which are the Existing Lease and Service Agreements) in subject of the form of Exhibit “G” (to the extent Seller is only conveying a Designated Portion, Seller shall only convey the respective Designated Percentage in such tangible and intangible personal property)Palm Beach Litigation; (bviii) A duly executed The Comfort Letter; (ix) a certificate of from the Seller (the “Seller Closing Certificate”) in the form of Exhibit “H” updating the representations and warranties contained in Section 7.1 hereof to the Closing Date and noting any changes thereto; (c) A duly executed certificate of “non-foreign” status in the form of Exhibit “I” from Seller and any required state withholding or non-foreign status certificate; (d) On the first Closing Date, a duly executed tenancy in common agreement (the “TIC Agreement”) from Seller in the form of Exhibit “J”; (e) On the first Closing Date, a duly executed memorandum of the tenancy in common agreement (the “Memorandum of TIC Agreement”) from Seller in the form of Exhibit “K”; (f) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (g) On the final Closing Date, to the extent they are then in Seller’s possession, and have not theretofore been delivered to Buyer: (i) any plans and specifications for all Improvements on the Property; (ii) all unexpired warranties and guarantees which Seller has received in connection with any work or services performed with respect to, or equipment installed in, the improvements on the Property; (iii) all keys and other access control devices for all improvements on the Property; (iv) all documents of Seller relating to the Property; (v) originals of the Existing Lease and of any correspondence or other documents amending the provisions thereof; and (vi) originals of all service agreements that will remain in effect after the Final Closing and all correspondence and records relating to the on-going operations (including tenant xxxxxxxx) and maintenance of the Property. In addition, Seller shall direct its property management company, if any, to deliver any documents or other files of Seller which are reasonably related to such on-going operations and which are in such management company’s possession to Buyer at the Final Closing; and (hx) Such additional documents as may be reasonably required by Buyer and Title Company in order to consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein)Lien Release.

Seller Deliveries. Seller shall deliver to Buyer Purchaser at or prior to the followingClosing each of the following except as otherwise contemplated by an Ancillary Agreement: (ai) Possession and control of the Purchased Assets except for any Consoles in possession of a third party customer, free and clear of all Liens, together with documents evidencing release of any Lien on the Purchased Assets, except for the Permitted Liens; (ii) Certified copies of resolutions duly adopted by the Board of Directors of Seller, each authorizing the execution and delivery of this Agreement, the Ancillary Agreements, and all other documents being entered into by Seller, related to, or arising from, this Agreement; (iii) A duly executed xxxx copy of salethe License Agreement between Purchaser and Seller, assignment in substantially the form of Exhibit 1.8(a)(iii) attached hereto (the “Technology License Agreement”); (iv) A duly executed copy of the Manufacturing Agreement between Purchaser and assumption Seller, in substantially the form of Exhibit 1.8(a)(iv) attached hereto (the “Manufacturing Agreement” and together with the Technology License Agreement, the Letter Agreement and the Termination Agreement referred to in clause (xix) below, the “Ancillary Agreements”); (v) A letter agreement in substantially the form of Exhibit 1.8(a)(v) attached hereto duly executed by Seller, Purchaser and Endocare, Inc. (the “Letter Agreement”); (vi) A form duly signed by Seller to make the election under subsection 167(1) of Part IX of the Excise Tax Act (Canada) (“GST”), Section 75 of the Quebec Sales Tax Act (“QST”); (vii) Intentionally Omitted; (viii) Duly executed letters addressed to all relevant regulatory authorities requesting transfers of various regulatory approvals (to the extent any are required); (ix) All Consents of or from all Governmental Authorities required hereunder to consummate the transactions contemplated herein, including those applicable to anti-trust law and the Investment Canada Act (to the extent any are required); (x) All other Consents of or from all Persons other than Governmental Authorities that are identified in Schedule 1.8(a)(x) shall have been delivered, made or obtained, and Purchaser shall have received copies thereof; (xi) All required manufacturing documentation listed on Schedule 1.8(a)(xi); (xii) A commercially reasonable opinion of Davies Xxxx Xxxxxxxx and Xxxxxxxx LLP, counsel to Seller; (xiii) All books and records included in the Purchased Assets; (xiv) A duly executed Xxxx of Sale and Assignment in a mutually acceptable form and Assumption Agreement”executed Intellectual Property assignment in a mutually acceptable form and such other instruments of transfer and conveyance as shall have been reasonably requested by Purchaser for the transfer of all of Seller’s right, title and interest to and in the Purchased Assets; (xv) from Seller Intentionally Omitted; (xvi) A conversation between Purchaser and Ernst & Young that gives Purchaser reasonable comfort that it will receive the financial statements referenced in Section 4.13 within the timeframes referenced therein. (xvii) Intentionally Omitted; (xviii) The certificates required by Sections 8.2(b), (c), and (d); (xix) A termination agreement, duly executed by Seller, with respect to the tangible Distribution Agreement and intangible personal property included Agent Agreement between Purchaser and Seller, each dated November 9, 2004, in the Property (including the Existing Lease and Service Agreements) in substantially the form of attached hereto as Exhibit 1.8(a)(xix) (the “G” (to the extent Seller is only conveying a Designated Portion, Seller shall only convey the respective Designated Percentage in such tangible and intangible personal propertyTermination Agreement”); (bxx) A duly executed certificate of Seller (To the “Seller Closing Certificate”) in the form of Exhibit “H” updating the representations and warranties contained in Section 7.1 hereof extent not delivered prior to the Closing Date and noting any changes thereto; (c) A duly executed certificate of “non-foreign” status in the form of Exhibit “I” from Seller and any required state withholding or non-foreign status certificate; (d) On the first Closing DateClosing, a duly executed tenancy file, in common agreement (such commercially reasonable electronic format as is requested by Purchaser, containing all information concerning the “TIC Agreement”) from Seller in the form of Exhibit “J”; (e) On the first Closing Date, a duly executed memorandum customers of the tenancy in common agreement (the “Memorandum of TIC Agreement”) from Seller in the form of Exhibit “K”; (f) Evidence reasonably satisfactory Business to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (g) On the final Closing Date, to the extent they are then in Seller’s possession, and have not theretofore been delivered to Buyer: (i) any plans and specifications for all Improvements on the Property; (ii) all unexpired warranties and guarantees which Seller has received in connection with any work or services performed with respect toboth directly ships the Argon-Based Cryoablation Devices and bills for the Argon-Based Cryoablation Devices and which Purchaser reasonably needs to assume such shipping and billing responsibility, or equipment installed in, which such information shall include the improvements on the Property; (iii) all keys and other access control devices for all improvements on the Property; (iv) all documents of Seller relating to the Property; (v) originals name of the Existing Lease customer, shipping and billing address, name(s) of any correspondence or other documents amending the provisions thereof; and (vi) originals of all service agreements that will remain in effect after the Final Closing and all correspondence and records relating to the on-going operations (including tenant xxxxxxxxcontact(s) and maintenance quantity and type of Argon-Based Cryoablation Devices ordered during the Property. In addition, Seller shall direct its property management company, if any, to deliver any documents or previous two (2) years and price paid for such Argon-Based Cryoablation Devices and such other files of Seller which are information as is reasonably related to such on-going operations requested by Purchaser and which are in such management company’s possession to Buyer at the Final ClosingSeller can provide; and (hxxi) Such additional documents Other duly executed agreements, deeds, certificates or other instruments of conveyance, transfer and assignment as may shall be reasonably required by Buyer necessary, in the reasonable, good faith opinion of Purchaser, to vest in Purchaser good, valid and Title Company in order marketable title to consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein)Purchased Assets.

Seller Deliveries. At or before the Closing, Seller shall deliver to Escrow Holder or Buyer the following: (ai) A the duly executed xxxx and acknowledged Deed; (ii) the duly executed Bill xx Sale; (iii) originals of salethe Assigned Contracts and duly executed Assignment of Intangibles, assignment together with evidence of termination of any Service Contracts and assumption agreement Other Agreements that are not Assigned Contracts; (“iv) originals of all Leases and tenant files and the duly executed and acknowledged Assignment and Assumption Agreement”of Leases; (v) from duly executed Tenant Estoppel Certificates and, if applicable, Seller with respect estoppel certificates; (vi) notices to the tangible and intangible personal property included in Tenants of the occurrence of the sale of the Property (including the Existing Lease and Service Agreements) in the form of attached hereto as Exhibit “G” (to the extent Seller is only conveying a Designated Portion, Seller shall only convey the respective Designated Percentage in such tangible and intangible personal property)F; (bvii) A a duly executed certificate affidavit that Seller is not a "foreign person" within the meaning of Seller (Section 1445(e)(3) of the “Seller Closing Certificate”) Internal Revenue Code of 1986 in the form of attached hereto as Exhibit “H” updating the representations and warranties contained in Section 7.1 hereof to the Closing Date and noting any changes theretoG together with a duly executed California Franchise Tax Board Form 590; (cviii) A duly executed certificate of “non-foreign” status a closing statement in the form of Exhibit “I” from Seller and any required state withholding or non-foreign status certificate; (d) On the first Closing Date, a duly executed tenancy in common agreement (the “TIC Agreement”) from Seller in the form of Exhibit “J”; (e) On the first Closing Date, a duly executed memorandum of the tenancy in common agreement (the “Memorandum of TIC Agreement”) from Seller in the form of Exhibit “K”; (f) Evidence reasonably content satisfactory to Buyer and Title Company respecting Seller (the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder"Closing Statement") duly executed by Seller; (g) On the final Closing Date, to the extent they are then in Seller’s possession, and have not theretofore been delivered to Buyer: (i) any plans and specifications for all Improvements on the Property; (ii) all unexpired warranties and guarantees which Seller has received in connection with any work or services performed with respect to, or equipment installed in, the improvements on the Property; (iii) all keys and other access control devices for all improvements on the Property; (iv) all documents of Seller relating to the Property; (vix) originals of the Existing Lease building permits and certificates of occupancy for the Improvements and all tenant-occupied space included within the Improvements; (x) all keys to the Property; (xi) a full release and reconveyance of all monetary encumbrances affecting the Property and any correspondence or mechanics' liens; (xii) any other documents amending or agreements required by the provisions thereof; and Title Company to issue the Title Policy in the form required by this Agreement; (vixiii) originals of all service agreements that will remain in effect after the Final Closing and all any other instruments, records or correspondence and records relating called for hereunder to the on-going operations (including tenant xxxxxxxx) and maintenance be delivered by Seller which have not previously been delivered. Buyer may waive compliance on Seller's part under any of the Property. In addition, Seller shall direct its property management company, if any, to deliver any documents or other files of Seller which are reasonably related to such on-going operations and which are foregoing items by an instrument in such management company’s possession to Buyer at the Final Closing; and (h) Such additional documents as may be reasonably required by Buyer and Title Company in order to consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein)writing.

Seller Deliveries. Seller The Sellers shall deliver to Buyer the followingfollowing documents at Closing: (a) A duly executed xxxx of sale, assignment and assumption agreement (“Assignment and Assumption Agreement”) from Seller with respect to each Owned Property, a deed in substantially the tangible form of Exhibit H hereto with respect to each applicable state, duly executed by the relevant Seller; (b) with respect to each Leased Property, a Ground Lease Assignment with respect to each Ground Lease duly executed by the relevant Seller; (c) with respect to each Owned Property and intangible personal property included Leased Property: (i) an Assignment of Leases duly executed by the relevant Seller; (ii) a xxxx of sale (a “Xxxx of Sale”) duly executed by the relevant Seller in substantially the form of Exhibit I hereto; (iii) an Assignment of Contracts duly executed by the relevant Seller; (iv) an assignment of all other Asset Related Property (including the Existing Lease and Service Agreements) in the form of Exhibit “G” J attached hereto; and (v) the Tenant Notices duly executed by the relevant Seller. (d) with respect to the extent Seller is only conveying a Designated Portiontransactions contemplated hereunder: (i) such other assignments, Seller shall only convey instruments of transfer, and other documents as the respective Designated Percentage Buyer may reasonably require in such tangible and intangible personal property)order to complete the transactions contemplated hereunder; (bii) A a duly executed certificate of and sworn Secretary’s Certificate from each Seller (or the general partners of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (iii) an executed and acknowledged Incumbency Certificate from each Seller (or the general partners of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing; (iv) all transfer tax returns which are required by Applicable Law (other than those required to be filed by the transferee of such property) in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement; (v) an affidavit that the relevant Seller is not a “Seller Closing Certificate”foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit K hereto; (vi) an executed closing statement approved by the Sellers and the Buyer; and (vii) a closing certificate in the form of Exhibit “H” updating the representations and warranties contained in Section 7.1 hereof to the Closing Date and noting any changes thereto; (c) A duly executed certificate of “non-foreign” status in the form of Exhibit “I” from Seller and any required state withholding or non-foreign status certificate; (d) On the first Closing Date, a duly executed tenancy in common agreement (the “TIC Agreement”) from Seller in the form of Exhibit “J”L hereto; (e) On the first Closing Date, a TIF Related Assignments duly executed memorandum of by the tenancy in common agreement (the “Memorandum of TIC Agreement”) from Seller in the form of Exhibit “K”;relevant Seller; and (f) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and Escrow Holdback Agreement, duly executed by the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (g) On the final Closing Date, to the extent they are then in Seller’s possession, and have not theretofore been delivered to Buyer: (i) any plans and specifications for all Improvements on the Property; (ii) all unexpired warranties and guarantees which Seller has received in connection with any work or services performed with respect to, or equipment installed in, the improvements on the Property; (iii) all keys and other access control devices for all improvements on the Property; (iv) all documents of Seller relating to the Property; (v) originals of the Existing Lease and of any correspondence or other documents amending the provisions thereof; and (vi) originals of all service agreements that will remain in effect after the Final Closing and all correspondence and records relating to the on-going operations (including tenant xxxxxxxx) and maintenance of the Property. In addition, Seller shall direct its property management company, if any, to deliver any documents or other files of Seller which are reasonably related to such on-going operations and which are in such management company’s possession to Buyer at the Final Closing; and (h) Such additional documents as may be reasonably required by Buyer and Title Company in order to consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein)Sellers.

Seller Deliveries. At or before the Closing, Seller shall deliver to Escrow Holder or Buyer the following: (ai) A a duly executed xxxx and acknowledged Deed; (ii) a duly executed Bill xx Sale; (iii) originals of salethe Assigned Contracts and a duly executed Assignment of Service Contracts, assignment Warranties, Guaranties and assumption agreement (“Assignment and Assumption Agreement”) from Seller with respect to the tangible and intangible personal property included in the other Intangible Property (including the Existing Lease and Service Agreements) in the form of Exhibit “G” (to the extent Seller is only conveying a Designated PortionC), Seller shall only convey the respective Designated Percentage in such tangible together with evidence of termination of any Service Contracts and intangible personal property)Other Agreements that are not Assigned Contracts; (biv) A originals of all Leases and tenant files and a duly executed certificate and acknowledged Assignment of Leases; (v) duly executed Tenant Estoppel Certificates and, if applicable, Seller estoppel certificates; (vi) notices to the “Seller Closing Certificate”) Tenants of the occurrence of the sale of the Property in the form of attached hereto as Exhibit “H” updating the representations and warranties contained in Section 7.1 hereof to the Closing Date and noting any changes theretoG; (cvii) A a duly executed certificate affidavit that Seller is not a "foreign person" within the meaning of “non-foreign” status Section 1445(e)(3) of the Internal Revenue Code of 1986 in the form of attached hereto as Exhibit “I” from Seller and any required state withholding or non-foreign status certificateH together with a duly executed California Franchise Tax Board Form 590; (dviii) On a full release and reconveyance of all monetary encumbrances affecting the first Closing Date, a duly executed tenancy in common agreement Property and any mechanics' liens; (ix) any other documents or agreements required by the “TIC Agreement”) from Seller Title Company to issue the Title Policy in the form of Exhibit “J”required by this Agreement; (ex) On the first Closing Date, a duly executed memorandum of the tenancy closing statement in common agreement (the “Memorandum of TIC Agreement”) from Seller in the form of Exhibit “K”; (f) Evidence reasonably and content satisfactory to Buyer and Title Company respecting Seller (the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder"Closing Statement") duly executed by Seller; (g) On the final Closing Date, to the extent they are then in Seller’s possession, and have not theretofore been delivered to Buyer: (i) any plans and specifications for all Improvements on the Property; (ii) all unexpired warranties and guarantees which Seller has received in connection with any work or services performed with respect to, or equipment installed in, the improvements on the Property; (iii) all keys and other access control devices for all improvements on the Property; (iv) all documents of Seller relating to the Property; (vxi) originals of the Existing Lease building permits and certificates of any correspondence or other documents amending occupancy for the Improvements and all tenant-occupied space included within the Improvements; (xii) all keys to the Property; (xiii) subject to the provisions thereof; and (vi) originals of all service agreements that will remain in effect paragraph 8(f)(ii), below, if any agreement for leasing commissions and/or locator fees payable on any Lease shows a commission or locator fee which would be due or payable after the Final Closing Date, an executed release from the broker or finder releasing Buyer and all its successors and assigns from any obligation to pay such commission or locator fee and agreeing to look solely to Seller for payment; (xiv) any other instruments, records or correspondence and records relating called for hereunder to the on-going operations (including tenant xxxxxxxx) and maintenance be delivered by Seller which have not previously been delivered. Buyer may waive compliance on Seller's part under any of the Property. In addition, Seller shall direct its property management company, if any, to deliver any documents or other files of Seller which are reasonably related to such on-going operations and which are foregoing items by an instrument in such management company’s possession to Buyer at the Final Closing; and (h) Such additional documents as may be reasonably required by Buyer and Title Company in order to consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein)writing.

Seller Deliveries. Seller shall deliver to Buyer the following:: 3721766.8 -13- Gardere01 - 10003657v.4 (a) A The Deed, subject only to the Permitted Exceptions, duly executed and acknowledged by Seller; (b) Two (2) counterpart originals of the xxxx of sale, assignment and assumption agreement (“Assignment and Assumption Agreement”) from Seller with respect to the tangible and intangible personal property included in for the Property (including the Existing Lease and Service Agreements) “Xxxx of Sale”), in the form of Exhibit “GF” (to the extent Seller is only conveying a Designated Portionattached hereto, Seller shall only convey the respective Designated Percentage in such tangible and intangible personal property)duly executed by Seller; (bc) A An original assignment and assumption of the Parking Agreement Assignment (the “Parking Agreement Assignment”), in the form of Exhibit “E” attached hereto, duly executed by Seller; (d) An original duly executed certificate of Seller (the “Seller Closing Certificate”) in the form of Exhibit “H” attached hereto, updating the representations and warranties contained in Section 7.1 8.1 hereof to the Closing Date and noting any changes thereto; (ce) A An original duly executed certificate of “non-foreign” status (the “Certificate of Non-Foreign Status”) in the form of Exhibit “I” from Seller and any required state withholding or non-foreign status certificate; (df) On An original assignment and assumption of the first Closing Date, a duly executed tenancy in common agreement Spa Management Agreement and the Retail Management Agreement (the “TIC AgreementManagement Agreement Assignments”), in (i) from Seller in the form of attached as Exhibit “J”; V” or (eii) On the first Closing Date, a duly executed memorandum of the tenancy in common agreement (the “Memorandum of TIC Agreement”) from Seller in the form of Exhibit “K”; (f) Evidence reasonably satisfactory acceptable to Buyer and Title Company respecting Seller prior to the due organization expiration of Seller and the due authorization and execution Due Diligence Period, duly executed by Seller. Any non-material changes to the Management Agreement Assignments required by the third party consenting thereto shall not be grounds for termination of this Agreement and the documents required to be delivered hereunderby Buyer or Seller; (g) On the final Closing Date, to the extent they are then in Seller’s possession, and have not theretofore been delivered to Buyer: (i) any plans and specifications for all Improvements on the Property; (ii) all unexpired warranties and guarantees which Seller has received in connection with any work or services performed with respect to, or equipment installed in, the improvements on the Property; (iii) all keys and other access control devices for all improvements on the Property; (iv) all documents of Seller relating to the Property; (v) originals A duly executed copy of the Existing Lease and of any correspondence or other documents amending the provisions thereof; and Closing Statement (vi) originals of all service agreements that will remain in effect after the Final Closing and all correspondence and records relating to the on-going operations (including tenant xxxxxxxx) and maintenance of the Property. In addition, Seller shall direct its property management company, if any, to deliver any documents or other files of Seller which are reasonably related to such on-going operations and which are in such management company’s possession to Buyer at the Final Closing; andas hereinafter defined); (h) Such additional documents as may be reasonably required by Buyer and Title Company that is within Seller’s control in order to consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). In no event shall Seller be obligated to provide any indemnity or other document to the Title Company with respect to the issuance of the Owner’s Policy other than (but subject to the limitation set forth in the first sentence of this subparagraph) (i) the gap indemnity in the form of Exhibit “J” (the “Gap Indemnity”), and (ii) the certificate in the form of Exhibit “K” (the “Seller’s Title Certificate”); (i) A resignation of Xxx Xxxxxx from the board of directors of the Beaver Creek Hotel A Condominium; (j) Certificate(s)/Registration of Title for any vehicle owned by Seller and used in connection with the Property and such forms as are required to assign the lease of the 2014 Jeep Grand Cherokee; (k) An assignment of the lessee’s interest in the Village Hall Back Lawn Lease, in a form reasonably acceptable to Buyer and Seller prior to the expiration of the Due Diligence Period (the “Back Lawn Lease Assignment”). Any non-material changes to the Back 3721766.8 -14- Gardere01 - 10003657v.4 Lawn Lease Assignment required by the third party consenting thereto shall not be grounds for termination of this Agreement by Buyer or Seller; (l) An assignment of the Hotel Management Agreement (“Hyatt Management Agreement Assignment”) to Buyer (i) in the form attached hereto as Exhibit “U”, (ii) otherwise in a form reasonably acceptable to Buyer and Seller prior to the expiration of the Due Diligence Period or (iii) on Manager’s approved form acceptable to Buyer and Seller, signed by Seller; and (m) An assignment of Lessor’s and Lessee’s interest in the Lease - Allegria Spa, dated July 1, 1998, as amended and assigned from time to time (the “Allegria Spa Lease”), in the form attached hereto as Exhibit “T”.

Seller Deliveries. On or before the Closing Date, Seller shall deliver deposit, or shall cause to Buyer be deposited, the following:following documents with the Title Company (collectively, the “Seller’s Closing Deliveries”): (ai) A a duly executed xxxx of sale, assignment and assumption agreement (“Assignment and Assumption Agreement”) from Seller with respect recordable quitclaim deed conveying insurable fee simple title to the tangible Real Property to Purchaser, free and intangible personal property included in clear of all Liens, except for the Property (including the Existing Lease Permitted Liens, and Service Agreements) in the form of Exhibit “G” (any other interests to the extent Seller is only conveying a Designated Portion, Seller shall only convey provided in the respective Designated Percentage in such tangible Sale Order pursuant to Section 363(b) and intangible personal property); (bSection 363(f) A duly executed certificate of Seller the Bankruptcy Code (the “Seller Closing CertificateDeed”) in the form of Exhibit “H” updating the representations H attached hereto and warranties contained in Section 7.1 hereof to the Closing Date and noting any changes theretoincorporated by reference herein; (cii) A a duly executed certificate xxxx of sale and assignment (the “non-foreign” status Xxxx of Sale”) in the form of Exhibit “I” from Seller I attached hereto and incorporated by reference herein, in conveying (A) all right, title and interest in and to the Scheduled Assets free and clear of all Liens and any required state withholding or non-foreign status certificateother interests to the extent provided in the Sale Order pursuant to Section 363(b) and Section 363(f) of the Bankruptcy Code, and (B) Seller’s right, title and interest, if any, to the Equipment (other than the Scheduled Assets) and the Intangible Property free and clear of all Liens and any other interests to the extent provided in the Sale Order pursuant to Section 363(b) and Section 363(f) of the Bankruptcy Code; (diii) On the first Closing Date, a duly executed tenancy in common agreement (the “TIC Agreement”) from Seller standard owner’s affidavit in the form of Exhibit “J”G attached hereto and incorporated by reference herein; (eiv) On the first Closing Date, a duly executed memorandum affidavit as required by Section 1445 of the tenancy in common agreement Internal Revenue Code of 1986, as amended (the “Memorandum of TIC AgreementI.R.C.”) from ), certifying that Seller is not a “foreign person” as defined in the form of Exhibit “K”I.R.C.; (fv) Evidence reasonably satisfactory to Buyer a true and Title Company respecting correct copy of the due organization of Seller and Sale Order as entered by the due authorization and execution of this Agreement and the documents required to be delivered hereunderBankruptcy Court; (gvi) On the final Closing Datewithout limiting any rights, obligations or remedies of any parties to the extent they are then in TSA, an assignment by Seller to Purchaser of Seller’s possession, rights and have not theretofore been delivered to Buyer: (i) any plans and specifications for all Improvements on obligations under the Property; (ii) all unexpired warranties and guarantees which Seller has received in connection with any work or services performed TSA with respect to, or equipment installed in, the improvements on the Property; (iii) all keys and other access control devices for all improvements on the Property; (iv) all documents of Seller relating to the Property; (v) originals of the Existing Lease and of any correspondence or other documents amending the provisions thereof; and (vi) originals of all service agreements that will remain in effect after the Final Closing and all correspondence and records relating , to inure to the on-going operations benefit of Purchaser (including tenant xxxxxxxx) and maintenance of the Property. In addition, Seller shall direct its property management company, if any, to deliver any documents or other files of Seller which are reasonably related to such on-going operations and which are in such management company’s possession to Buyer at the Final Closing“TSA Assignment”); and (hvii) Such additional documents as may be reasonably all such other certificates or forms required by Buyer and Title Company law in order to consummate transfer the transactions hereunder (provided Property or necessary for the same do not increase in any material respect recordation of the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein)Deed.

Seller Deliveries. Seller shall deliver the following to Buyer Title Company on or before the following:Closing Date (and, upon closing, Title Company shall deliver the same to Buyer): (a) A duly executed xxxx and acknowledged bxxx of sale, assignment and assumption agreement (“Assignment and Assumption Agreement”) from Seller with respect to the tangible and intangible personal property included in the Property (including the Existing Lease and Service Agreements"BXXX OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT") in the form of Exhibit “G” (to the extent Seller is only conveying "E" attached hereto and made a Designated Portion, Seller shall only convey the respective Designated Percentage in such tangible and intangible personal property)part hereof; (b) A duly executed certificate of Seller (the “Seller Closing Certificate”"SELLER CLOSING CERTIFICATE") in the form of Exhibit “H” updating reaffirming the representations and warranties contained in Section 7.1 paragraph 7A hereof to the Closing Date and noting any changes thereto, together with any Seller Estoppel Certificate which may be required pursuant to paragraph 4C hereof; (c) A duly Duly executed certificate of “and acknowledged certificates regarding the "non-foreign” " status in the form of Exhibit “I” from Seller satisfying both federal and any required state withholding or non-foreign status certificatelaw requirements; (d) On A notice to the first Closing Date, a duly executed tenancy tenants ("TENANT NOTICE") signed by Seller advising them of the sale in common agreement (the “TIC Agreement”) from form reasonably satisfactory to Seller in the form of Exhibit “J”and Buyer; (e) On To the first Closing Dateextent in Seller's possession or control, a duly executed memorandum originals of all Leases, "Service Agreements" (as hereinafter defined), plans and specifications, tenant files, invoices, bxxxxxxx and other similar books and records necessary for the continued operation of the tenancy in common agreement Property, licenses, permits, certificates of occupancy, certificates of insurance from any tenants, and keys tagged for identification, to the extent the foregoing relate to the Property (such delivery being made by causing such items to be retained at the “Memorandum of TIC Agreement”) from Seller in the form of Exhibit “K”Property); (f) If requested by Buyer, an executed assignment of Seller's rights under any of the Permitted Exceptions, to the extent such rights are assignable, such assignment being in substantially the same form as the Assignment and Assumption Agreement (and being herein called the "ADDITIONAL ASSIGNMENT AND ASSUMPTION AGREEMENT"); (g) Evidence reasonably satisfactory to Buyer and Title Company Escrow Holder respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (gh) On the final Closing Date, to the extent they are then in Seller’s possession, and have not theretofore been delivered to Buyer: (i) any plans and specifications for all Improvements on the Property; (ii) all unexpired warranties and guarantees which Seller has received in connection with any work or services performed with respect to, or equipment installed in, the improvements on the Property; (iii) all keys and other access control devices for all improvements on the Property; (iv) all documents of Seller relating to the Property; (v) The originals of the Existing Lease and of any correspondence or other documents amending the provisions thereof; and (vi) originals of all service agreements that will remain in effect after the Final Closing and all correspondence and records relating Tenant Estoppel Certificates received by Seller pursuant to the on-going operations (including tenant xxxxxxxx) and maintenance of the Property. In addition, Seller shall direct its property management company, if any, to deliver any documents or other files of Seller which are reasonably related to such on-going operations and which are in such management company’s possession to Buyer at the Final Closingparagraph 4C hereof; and (hi) Such additional documents as may be reasonably required by Buyer and Title Company in order to consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein).

Seller Deliveries. Seller shall deliver to Buyer the followingfollowing documents on the Closing Date: (a) A The Owner Interests Assignment, duly executed xxxx of saleby Seller, assignment as assignor, and assumption agreement (“Assignment and Assumption Agreement”) from Seller with respect to the tangible and intangible personal property included in the Property (including the Existing Lease and Service Agreements) in the form of Exhibit “G” (to the extent Seller is only conveying a Designated PortionVenture, Seller shall only convey the respective Designated Percentage in such tangible and intangible personal property)as assignee; (b) A The BREP JV Interest Assignment, duly executed certificate of Seller (the “Seller Closing Certificate”) in the form of Exhibit “H” updating the representations and warranties contained in Section 7.1 hereof to the Closing Date and noting any changes theretoby Seller; (c) A The Venture Agreement, duly executed certificate of “non-foreign” status in the form of Exhibit “I” from Seller and any required state withholding or non-foreign status certificateby Seller; (d) On the first Closing DateThe Property Management & Leasing Agreement for each Property, a duly executed tenancy in common agreement (by the “TIC Agreement”) from Seller in the form of Exhibit “J”Existing Manager; (e) On With respect to the first Closing DateThird Party Loans, a duly executed memorandum (i) such documents and instruments as the holders of the tenancy Third Party Loans and any applicable rating agencies shall reasonably require in common agreement connection with obtaining the TPL Assumption Consents and (ii) evidence that all fees, costs and other charges in connection with obtaining the “Memorandum TPL Assumption Consents have been paid in accordance with the terms of TIC Agreement”) from Seller in the form of Exhibit “K”Section 9.1(a); (f) Evidence reasonably satisfactory to Buyer of the termination of all Existing Management Agreements; and (g) With respect to the transactions contemplated hereunder: (i) such other assignments, instruments of transfer, and Title Company respecting other documents as Buyer may reasonably require in order to complete the due organization transactions contemplated hereunder or to evidence compliance by Seller with the covenants, agreements, representations and warranties made by it hereunder; (ii) a duly executed and sworn Secretary’s Certificate from the general partner of Seller certifying that Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the due consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (iii) an executed and execution acknowledged Incumbency Certificate from the general partner of Seller certifying the authority of the officers of the general partner of Seller to execute this Agreement and the other documents required delivered by Seller to be delivered hereunderBuyer or the Venture at the Closing; (g) On the final Closing Date, to the extent they are then in Seller’s possession, and have not theretofore been delivered to Buyer: (iiv) any plans returns or forms which are required by law regarding transfer taxes or property appraisal and specifications for all Improvements on the Property; (ii) all unexpired warranties and guarantees which Seller has received regulations issued pursuant thereto or are otherwise required in connection with any work the payment of all state or services performed with respect to, local real property transfer taxes that are payable or equipment installed in, the improvements on the Property; (iii) all keys and other access control devices for all improvements on the Property; (iv) all documents of Seller relating to the Property; (v) originals arise as a result of the Existing Lease and of any correspondence or other documents amending the provisions thereof; and (vi) originals of all service agreements that will remain in effect after the Final Closing and all correspondence and records relating to the on-going operations (including tenant xxxxxxxx) and maintenance consummation of the Property. In additiontransactions contemplated by this Agreement, Seller shall direct its property management companyin each case, if any, to deliver any documents or other files of Seller which are reasonably related to such on-going operations and which are in such management company’s possession to Buyer at the Final Closingas prepared by Seller.; and (hv) Such additional documents an affidavit that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as may be reasonably required by Buyer and Title Company amended, in order to consummate substantially the transactions hereunder (provided the same do not increase in any material respect the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein)form of Exhibit H attached hereto.

Seller Deliveries. Seller shall deliver to Buyer Escrow Holder the following:following (the “Seller Closing Documents”): (a) A duly executed and acknowledged grant deed (the “Deed”) in the form of Exhibit H; (b) A duly executed original Assignment of Leases (the “Assignment of Leases”) in the form of Exhibit I; (c) A duly executed original xxxx of sale, assignment and assumption agreement (the “Xxxx of Sale, Assignment and Assumption AgreementAssumption”) from Seller with respect to the tangible and intangible personal property included in the Property (including the Existing Lease and Service Agreements) in the form of Exhibit “G” (to the extent Seller is only conveying a Designated Portion, Seller shall only convey the respective Designated Percentage in such tangible and intangible personal property)J; (bd) A duly executed original certificate of Seller (the “Seller Closing Certificate”) in the form of Exhibit “H” K updating the representations and warranties contained in Section 7.1 hereof to the Closing Date and noting any material changes thereto; (ce) An updated (but not certified) Rent Roll for the Property; (f) A duly executed original certificate of “non-foreign” status in the form of Exhibit “I” from Seller L and any required state certificate that is sufficient to exempt Seller from any state withholding or nonrequirement with respect to the sale contemplated by this Agreement (collectively “Certificates of Non-foreign status certificateForeign Status”); (dg) On the first Closing Date, a A duly executed tenancy in common agreement notice to each Tenant (the “TIC AgreementTenant Notice”) from Seller ), in the form of Exhibit “J”M, prepared by Seller, which notice Buyer shall, at Buyer’s sole cost and expense, either mail to Tenants by certified mail, return receipt requested or hand-deliver to Tenants; (e) On the first Closing Date, a duly executed memorandum of the tenancy in common agreement (the “Memorandum of TIC Agreement”) from Seller in the form of Exhibit “K”; (fh) Evidence reasonably satisfactory to Buyer and the Title Company respecting the due organization of Seller and the due authorization and execution by Seller of this Agreement and the documents required to be delivered hereunder, together with the certificate described in Exhibit C; (gi) On A duly executed and acknowledged original of the final Closing Date, environmental covenant (“Environmental Covenant”) in the form of Exhibit S; (j) The endorsements to Seller’s Environmental Policy described in Section 7.3.8; (k) To the extent they are then in Seller’s possession, and have not theretofore been delivered to Buyer, Seller shall make available to Buyer outside escrow: (i) any plans and specifications for all Improvements on the PropertyImprovements; (ii) all unexpired warranties and guarantees which Seller has received in connection with any work or services performed with respect to, or equipment installed in, the improvements on the PropertyImprovements; (iii) all keys and other access control devices for all improvements on the PropertyImprovements; (iv) originals of all documents of Seller Leases, all correspondence to or from any tenants relating to the PropertyLeases; and (v) originals of the Existing Lease and of any correspondence or other documents amending the provisions thereof; and (vi) originals of all service agreements Service Contracts that will remain in effect after the Final Closing and all correspondence and records relating to the on-going ongoing operations (including tenant xxxxxxxx) and maintenance of the Property. In addition, Seller shall direct its property management company, if any, to deliver any documents Property (which materials under this clause (k) may be either delivered at Closing or other files of Seller which are reasonably related to such on-going operations and which are in such management company’s possession to Buyer left at the Final ClosingProperty); and (hl) With respect to any security deposits which are letters of credit, Seller shall (i) deliver to the Buyer at the Closing such original letters of credit, (ii) execute and deliver such other instruments as the issuers of such letters of credit shall reasonably require in order to transfer such letters of credit to Buyer, and (iii) cooperate with Buyer to change the named beneficiary under such letters of credit to Buyer, provided that Buyer shall pay any expenses charged by the issuers of such letters of credit in connection therewith. (m) Such additional documents as may be reasonably required by Buyer and Title Company in order to consummate the transactions transaction hereunder (provided the same do not increase in any material respect the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). Notwithstanding anything to the contrary contained in this Agreement, Seller shall be entitled to, and Buyer shall reasonably cooperate in providing to Seller, access to all of the items described in Section 5.2.1(k)(iv) and (v) until six months after the Closing, and, with such access, Seller shall be entitled to make paper or digital copies of the items described in Section 5.2.1(k)(iv) and (v).

Seller Deliveries. At Closing Seller shall deliver to Buyer the following: (a) A Purchaser, duly executed xxxx of sale, assignment and assumption agreement sworn as applicable (“Assignment and Assumption Agreement”1) from Seller with respect to the tangible and intangible personal property included in the Property (including the Existing Lease and Service Agreements) a limited warranty deed for each applicable Tract in the form of Exhibit “G” (B conveying insurable title to such Tract to Purchaser subject to the extent Seller is only conveying Permitted Encumbrances for such Tract; (2) counterparts of a Designated Portion, Seller shall only convey Xxxx of Sale for each applicable Tract for the respective Designated Percentage in such tangible and intangible personal property); (b) A duly executed certificate of Seller applicable Personalty (the “Seller Closing CertificateBills of Sale”) in the form of Exhibit C, (3) counterparts of an Assignment and Assumption of Leases for each applicable Tract (the “H” updating Assignments of Leases”) in the form of Exhibit D, (4) counterparts of an Assignment and Assumption of Contracts, Warranties and Guaranties, and Other Intangible Property for each applicable Tract (the “Assignments of Contracts”) in the form of Exhibit E, (5) a notice to each Tenant of the applicable Tract(s) (“Tenant Notices”) of the sale of such Tract in the form of Exhibit F, (6) a certificate in the form of Exhibit G and otherwise complying with the requirements Section 1445 of the Internal Revenue Code of 1986 as amended; (7) estoppel certificates from all existing Tenants in substantially the form of Exhibit H (such Tenant estoppel certificates are to be delivered to Purchaser at least five (5) business days before the Closing); (8) a certificate from Seller certifying to Purchaser that all of Seller’s representations and warranties contained in Section 7.1 hereof 6(a) are true and correct in all material respects as of the Closing; (9) for any Tract that is located within a planned unit development governed by a declaration of covenants, conditions and restrictions (“CCRs”), an estoppel certificate addressed to Purchaser from the declarant or property owner’s association having jurisdiction over the Tract indicating that (i) no fees or assessments levied against the Tract or the Improvements pursuant to the Closing Date and noting any changes thereto; CCRs are unpaid, (cii) A duly executed certificate of “non-foreign” status in to the form of Exhibit “I” from Seller and any required state withholding or non-foreign status certificate; (d) On the first Closing Date, a duly executed tenancy in common agreement (the “TIC Agreement”) from Seller in the form of Exhibit “J”; (e) On the first Closing Date, a duly executed memorandum knowledge of the tenancy certifying party, the Tract and the Improvements are not in common agreement violation of the CCRs and (iii) any right of first refusal or first offer under the CCRs has been waived with respect to the transaction contemplated by this Agreement; (10) all title affidavits, “Memorandum gap” indemnities, certificates and other documents reasonably requested of TIC Agreement”) from Seller in by the form of Exhibit “K”; (f) Evidence reasonably satisfactory to Buyer and Title Company respecting to issue the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (g) On the final Closing Date, Title Policies subject only to the extent they are then Permitted Encumbrances; (11) all keys, codes, combinations, and other similar items necessary for the operation of the Improvements, in Seller’s possessionpossession or control; (12) original counterparts of the Leases; (13) for each mortgage/deed of trust to be assumed by Purchaser, an executed counterpart of the assumption document(s) together with all certificates, opinions and have not theretofore been delivered instruments required by the lender of the existing mortgagor/grantor as a condition to Buyer: (i) any plans the assumption of the underlying indebtedness, together with written confirmation of the amount of principal and specifications for all Improvements interest outstanding on the PropertyClosing Date; (ii14) all unexpired warranties usual and guarantees which Seller has received in connection with any work or services performed with respect tocustomary good standing certificates, or equipment installed in, the improvements on the Property; (iii) all keys affidavits and other access control devices for all improvements on the Property; (iv) all documents of Seller relating to the Property; (v) originals of the Existing Lease and of any correspondence or other documents amending the provisions thereof; and (vi) originals of all service agreements that will remain in effect after the Final Closing and all correspondence and records relating to the on-going operations (including tenant xxxxxxxx) and maintenance of the Property. In addition, Seller shall direct its property management company, if any, to deliver any documents or other files of Seller which are reasonably related to such on-going operations and which are in such management company’s possession to Buyer at the Final Closing; and (h) Such additional documents certifications as may be reasonably required by Buyer Purchaser, Purchaser’s counsel and/or the Title Company; (15) all records, leases, agreements, correspondence, receipts for deposits, unpaid bills and Title Company other documents maintained on behalf of Seller with respect to the management, leasing, operation, repair and maintenance of the Properties (not including the items specifically excluded in Section 1(b) hereof; (16) if by the date of the Closing, the improvements presently being constructed at Jedburg pursuant to the Lease with American XxXxxxxx, LLC (the “ALF Lease”) have not been fully completed in accordance with the ALF Lease, a construction management agreement providing, among other things, for Seller (A) to complete, at its sole cost and expense, all improvements and installations (including Punch List items) specified in the ALF Lease to be constructed and/or installed in a good, workmanlike and expeditious manner, in compliance with all applicable laws, regulations, codes and ordinances, free of any mechanic’s or materialmen’s liens, and in compliance with the ALF Lease, (B) to post a performance bond for the benefit of Purchaser with a recognized insurer in the amount of 150% of the estimated cost of the work and installations remaining incomplete as of the Closing, (C) to complete all Punch List items under the ALF Lease within six (6) months from the date of the Closing, (D) upon completion of construction, to obtain from American XxXxxxxx, LLC a written confirmation that it has accepted the space demised to it under the ALF Lease and that all improvements and installations required to be constructed and/or installed by the lessor under the ALF Lease have been completed to its satisfaction and (E) upon completion of the work, to obtain (and furnish Purchaser with copies of) all certificates of occupancy, licenses, approvals and architects’ certificates confirming completion of construction and the right to occupy the premises for the uses permitted under the ALF Lease and (17) such other documents and instruments as Purchaser may reasonably request in order to consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein)transaction contemplated hereby.

Seller Deliveries. Seller Prior to or at the Closing, SELLERs shall deliver have delivered the following in form and substance reasonably acceptable to Buyer the followingHoldings: (a) A a duly executed xxxx of sale, assignment and assumption agreement (“Assignment and Assumption Agreement”) certificate from Seller with respect to the tangible and intangible personal property included in the Property (including the Existing Lease and Service Agreements) each SELLER substantially in the form of Exhibit “G” (the sample certification set forth in Treasury Regulation Section 1.1445-2(b)(2) and conforming to the extent Seller requirements of Section 1446(f) of the Code and U.S. Internal Revenue Service Notice 2018-29, certifying that such SELLER is only conveying not a Designated Portion, Seller shall only convey foreign person within the respective Designated Percentage in such tangible and intangible personal property)meaning of Section 1445 or Section 1446 of the Code; (b) A assignments, representing all of the Interests, duly executed certificate endorsed and otherwise in form acceptable for transfer on the books of Seller (the “Seller Closing Certificate”) in the form of Exhibit “H” updating the representations and warranties contained in Section 7.1 hereof to the Closing Date and noting any changes theretoeach Company; (c) A duly executed certificate the membership ledger, minute book and corporate/company seal of “non-foreign” status each Company, in the form of Exhibit “I” from Seller and any required state withholding or non-foreign status certificateeach case, if in existence at such time; (d) On a certificate dated as of the first Closing DateDate and signed by each Company’s Secretary (or equivalent authorized party) and certifying and attaching: (i) copies of resolutions of each Company’s board of managers and members (or equivalent) authorizing the execution, a duly executed tenancy delivery and performance of this Agreement and the Transactions and (ii) copies of each Company’s Governing Documents in common agreement (effect immediately prior to the “TIC Agreement”) from Seller in the form of Exhibit “J”Closing; (e) On the first Closing Datean IRS Form W-9, a duly executed memorandum of the tenancy in common agreement (the “Memorandum of TIC Agreement”) from Seller in the form of Exhibit “K”completed by each SELLER; (f) Evidence reasonably satisfactory certificates from the State of Delaware, Brazil and from each jurisdiction where each Company is qualified to Buyer and Title do business as a foreign entity, dated no earlier than fifteen (15) days prior to the date hereof, as to the good standing (or equivalent) of such Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunderin such jurisdictions; (g) On reasonably suitable documentation for the final control of all bank and other financial accounts set forth on Schedule 3.22, as prescribed by Holdings; (h) resignations effective immediately following the Closing Dateof all managers and officers (or equivalent authorized PARTIES) of each Company set forth on Schedule 7.1(h), to in accordance with the extent they are then new terms and conditions set forth in Seller’s possession, and have not theretofore been delivered to Buyer: the attached agreement; (i) any plans the evidence that all Affiliate transactions set forth on Schedule 6.9 have been terminated; (j) The Key Employment Agreements duly executed by the Key Employees; (k) the Permits, waivers, authorizations, Orders and specifications for all Improvements on the Property; (ii) all unexpired warranties and guarantees which Seller has received in connection with any work or services performed with respect toother approvals set forth on, or equipment installed inrequired under the Contracts set forth on, the improvements on the Property; (iii) all keys and other access control devices for all improvements on the Property; (iv) all documents of Seller relating to the Property; (v) originals of the Existing Lease and of any correspondence or other documents amending the provisions thereof; and (vi) originals of all service agreements that will remain in effect after the Final Closing and all correspondence and records relating to the on-going operations (including tenant xxxxxxxx) and maintenance of the Property. In addition, Seller shall direct its property management company, if any, to deliver any documents or other files of Seller which are reasonably related to such on-going operations and which are in such management company’s possession to Buyer at the Final ClosingSchedule 7.1(l); and (hl) Such additional documents as may be reasonably required a copy of the Tail Policy; (m) the Holdings LLC Agreement duly executed by Buyer and Title Company in order to consummate the transactions hereunder each SELLER; and (provided the same do not increase in any material respect the costs to, or liability or obligations of, Seller in n) a manner not otherwise provided for herein)Subscription Agreement duly executed by each SELLER.

Seller Deliveries. Seller At each Closing (including any Subsequent Closing), the Sellers shall deliver to Buyer the followingBuyer: (a) A All duly executed xxxx Bills of saleSale, assignment and assumption agreement (“Assignment and Assumption Agreement”) from Seller Agreements with respect to the tangible Acquired Assets and intangible personal property included Assumed Contracts being purchased at such Closing and such other instruments of conveyance and assignment as Buyer shall deem necessary or appropriate to vest in Buyer (or its designee, as the Property (including case may be) all right, title and interest in, to and under the Existing Lease Acquired Assets and Service Agreements) in the form of Exhibit “G” (to the extent Seller is only conveying a Designated Portion, Seller shall only convey the respective Designated Percentage in such tangible and intangible personal property)Assumed Contracts; (b) A duly executed certificate certified copy of Seller (the “Seller Closing Certificate”) in Sale Order for the form of Exhibit “H” updating the representations and warranties contained in Section 7.1 hereof to the Closing Date and noting any changes theretoSellers; (c) A duly executed certificate of “non-foreign” status in the form of Exhibit “I” from Seller and any The officer’s certificates required state withholding or non-foreign status certificateto be delivered pursuant to Section 9.2(c) hereof; (d) On the first Closing DateThe Price Certification Certificate, a duly executed tenancy in common agreement (by the “TIC Agreement”) from Seller in President or Chief Financial Officer of the form of Exhibit “J”Sellers; (e) On All certificates required by all relevant taxing authorities that are necessary to support any claimed exemption from the first Closing Date, a duly executed memorandum imposition of the tenancy in common agreement (the “Memorandum of TIC Agreement”) from Seller in the form of Exhibit “K”Transfer Taxes; (f) Evidence reasonably satisfactory Signed resignations of the directors and officers of the Purchased Entities being purchased at such Closing to Buyer and Title Company respecting the due organization extent the same were appointed or designated by Parent or any of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunderits Affiliates; (g) On The unit certificates and notes for all of the final Closing DateSecurities being purchased at such Closing, to the extent they are then endorsed in Seller’s possessionblank or accompanied by duly executed assignment documents; (h) A certified copy of all required directors’ and shareholders’ resolutions, consents and have not theretofore been delivered to Buyer: waivers; (i) any plans and specifications for all Improvements on the Property; (ii) all unexpired warranties and guarantees which Seller has received in connection with any work An affidavit or services performed with respect to, or equipment installed in, the improvements on the Property; (iii) all keys and other access control devices for all improvements on the Property; (iv) all documents of Seller relating to the Property; (v) originals affidavits dated as of the Existing Lease Closing Date and of any correspondence or other documents amending in the provisions thereof; form and (visubstance required under the Treasury Regulations issued pursuant to Section 1445(b) originals of all service agreements that will remain in effect after the Final Closing and all correspondence and records relating to the on-going operations (including tenant xxxxxxxx) and maintenance of the Property. In addition, Code so that Buyer is exempt from withholding any portion of the Purchase Price; (j) A duly executed Seller shall direct its property management company, if any, to deliver any documents or other files of Seller which are reasonably related to such on-going operations and which are in such management company’s possession to Buyer at the Final ClosingTransition Services Agreement; (k) A duly executed Intellectual Property License Agreement; and (h1) Such additional other documents as Buyer may be deem reasonably required by Buyer and Title Company in order to consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, necessary or liability or obligations of, Seller in a manner not otherwise provided for herein)appropriate.

Seller Deliveries. On or prior to the Closing Date, Seller shall deliver to Buyer Escrow Agent for delivery and recording as appropriate to such documents the following: 9.2.1 One (a1) A original limited warranty deed (the “Deed”) for the Real Property from Seller, substantially in the form attached hereto as Exhibit “E,” duly executed xxxx and acknowledged by Seller. 9.2.2 Two (2) originals of salea bxxx of sale (the “Bxxx of Sale”) for the Personal Property from Seller, substantially in the form attached hereto as Exhibit “F,” duly executed by Seller. 9.2.3 Two (2) originals of an assignment and assumption agreement of Leases, Contracts and Security Deposits (the “Assignment and Assumption Agreementof Leases, Contracts and Security Deposits”) from Seller with respect to the tangible and intangible personal property included in the Property (including the Existing Lease and Service Agreements) Seller, substantially in the form of attached hereto as Exhibit “G,” (to the extent Seller is only conveying a Designated Portion, Seller shall only convey the respective Designated Percentage in such tangible and intangible personal property); (b) A duly executed certificate and acknowledged by Seller. 9.2.4 Two (2) originals of Seller an assignment of the Intangible Property (the “Seller Closing CertificateAssignment of Intangible Property”) from Seller, substantially in the form of attached hereto as Exhibit “H,” updating the representations and warranties contained in Section 7.1 hereof to the Closing Date and noting any changes thereto; (c) A duly executed certificate by Seller. 9.2.5 Any customary certificates and affidavits, including, but not limited to, a “gap” indemnity and an owner’s affidavit sufficient for Title Company to issue, without extra charge, an owner’s policy of title insurance free of any exceptions for unfiled mechanics’ or materialmen’s liens for work performed by Seller (but not any tenants) prior to Closing, or for rights of parties in possession (other than tenants under the Leases). 9.2.6 One (1) original of a Non-Foreign Affidavit as required by the Foreign Investors in Real Property Tax Act (“non-foreign” status FIRPTA”), as amended, in the form of Exhibit “I,” from Seller and any required state withholding or non-foreign status certificate; (d) On the first Closing Date, a duly executed tenancy by Seller. 9.2.7 One (1) original of a certification by Seller substantially in common agreement the form attached hereto as Exhibit “J” that all representations and warranties made by Seller in Section 4 of this Agreement are true and correct in all material respects on the date of Closing. 9.2.8 One (1) original of the right of first offer agreement, (the “TIC Right of First Offer”), by and between Buyer and Seller, substantially in the form attached hereto as Exhibit “O”, duly executed and acknowledged by Seller and covering the property currently being developed at 800 Xxxxxx Xx., Xxxxxx, Xxxx 00000 (“Belpre V”). 9.2.9 One (1) original of the Easement and Right of Way Agreement over a portion of the Belpre I Parcel sufficient to accommodate the portions of a building, parking lots and sidewalks to be included in and with the development of proposed building on Belpre V and appurtenant improvements to be partially situated on the Belpre I Parcel in the substance and substantial form of Exhibit “R” attached hereto (the “Belpre I Easement Agreement”) from duly executed and acknowledged by the parties thereto. 9.2.10 One (1) original of the Easement and Right of Way Agreement allowing vehicular and pedestrian access for the Belpre IV Parcel over the parcel located at 700 Xxxxxx Xxxxxx, Xxxxxx, Xxxx (the “721 Farson Parcel”) in the substance and substantial form of Exhibit “S” attached hereto (the “Belpre IV Easement Agreement”) duly executed and acknowledged by the parties thereto. 9.2.11 Keys or combinations to all locks at the Property and any key cards and/or other electronic access devices, to the extent in Seller’s possession. Buyer hereby acknowledges and agrees that Seller shall be permitted to make the items described in this Section 9.2.11 available to Buyer at the Property in lieu of delivering them to Escrow Agent. 9.2.12 Originals of the Leases, the New Lease and copies of lease files at the Real Property, and originals of any Assigned Contracts, in each case to the extent in Seller’s possession. Buyer hereby acknowledges and agrees that Seller shall be permitted to make the items described in this Section 9.2.12 available to Buyer at the Property in lieu of delivering them to Escrow Agent. 9.2.13 A notice to the tenants and subtenants of the Property, signed by Seller or Seller’s agent, in the form of Exhibit “J”; (e) On the first Closing Date, a duly executed memorandum of the tenancy in common agreement N” (the “Memorandum of TIC AgreementTenant Notice”) from Seller in disclosing that the form of Exhibit “K”; (f) Evidence reasonably satisfactory Property has been sold to Buyer and Title Company respecting the due organization that, after Closing, all rents should be paid to Buyer or Buyer’s designee. 9.2.14 Original letters of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (g) On the final Closing Date, to the extent they are then in Seller’s possession, and have not theretofore been delivered to Buyer: (i) any plans and specifications for all Improvements on the Property; (ii) all unexpired warranties and guarantees which Seller has received in connection with any work or services performed with respect to, or equipment installed in, the improvements on the Property; (iii) all keys and other access control devices for all improvements on the Property; (iv) all documents of Seller relating to the Property; (v) originals of the Existing Lease and of any correspondence or other documents amending the provisions thereof; and (vi) originals of all service agreements that will remain in effect after the Final Closing and all correspondence and records relating to the on-going operations (including tenant xxxxxxxx) and maintenance of the Property. In addition, Seller shall direct its property management companycredit, if any, to deliver along with appropriate transfer forms and any documents or other files of Seller which are reasonably related to such on-going operations and which are in such management company’s possession to Buyer at the Final Closing; and (h) Such additional documents as may be reasonably required by Buyer and Title Company in order to consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein)fees associated therewith.

Seller Deliveries. On the Final Closing Date, Seller shall deliver to Buyer the followingPurchaser: (ai) A duly executed xxxx One or more certificates signed by an authorized officer or representative of saleSeller, assignment and assumption agreement (“Assignment and Assumption Agreement”) from Seller with respect to the tangible and intangible personal property included in the Property (including the Existing Lease and Service Agreements) in the form of Exhibit “G” (to the extent Seller is only conveying a Designated Portion, Seller shall only convey the respective Designated Percentage in such tangible and intangible personal property); (b) A duly executed certificate of Seller (the “Seller Closing Certificate”) in the form of Exhibit “H” updating the representations and warranties contained in Section 7.1 hereof to the Closing Date and noting any changes thereto; (c) A duly executed certificate of “non-foreign” status in the form of Exhibit “I” from Seller and any required state withholding or non-foreign status certificate; (d) On the first Closing Date, a duly executed tenancy in common agreement (the “TIC Agreement”) from Seller in the form of Exhibit “J”; (e) On the first Closing Date, a duly executed memorandum dated as of the tenancy in common agreement (the “Memorandum of TIC Agreement”) from Seller in the form of Exhibit “K”; (f) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (g) On the final Final Closing Date, to the extent they effect that (1) each of Seller's representations and warranties made in Article IV hereof that are then operative as of the Final Closing Date are true and correct in Seller’s possessionall material aspects as of the Final Closing Date, (2) all of the terms, covenants and conditions of this Agreement required to be complied with and performed by Seller at or prior to the Final Closing Date have been duly complied with and performed in all material respects, and (3) the resolutions of each of the boards of directors of Parent and Seller delivered to Purchaser pursuant to Section 3.2(a) have not theretofore been delivered to Buyer: (i) any plans amended, modified, annulled or revoked and specifications for all Improvements on are in full force and effect as of the Property; Final Closing Date; (ii) all unexpired warranties and guarantees A certificate issued by the Secretary of State of the State of Arizona stating that Seller is in good standing, which Seller has received in connection with any work or services performed with respect to, or equipment installed in, certificate is dated no earlier than ten (10) Business Days prior to the improvements on the Property; Final Closing Date; (iii) The originals or true and correct copies of the agreements and all keys amendments thereto giving rise to the New Pipeline Applications and other access control devices for all improvements on the Property; Final Closing Date Sales Commitments; (iv) all documents of Seller relating The original Loan Files related to the Property; New Pipeline Applications; (v) originals A bill of sale transferring to Purchaser the Subsequently Acquirxx Xangible Assets and the Subsequently Acquired Intangible Assets, free and clear of all liens and encumbrances, as of the Existing Lease and Initial Closing Date, which document shall be in the form of any correspondence or other documents amending the provisions thereof; and attached Exhibit D-3; (vi) originals of all service agreements that will remain in effect after All Schedules and Exhibits required to be delivered by Seller on the Final Closing Date; (vii) The final plan for the Seller's headquarters office in Phoenix, Arizona so that the Acquired Division and all correspondence and records relating the Production Assets to be acquired by Purchaser are separated physically from the on-going operations (including tenant xxxxxxxx) and maintenance of the Property. In addition, Seller shall direct its property management company, if any, to deliver any documents or other files remainder of Seller which are reasonably related to such on-going operations and which are in such management company’s possession to Buyer at the Final Closing; and (h) Such additional documents as may be reasonably required by Buyer and Title Company in order to consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein)its operations.

Seller Deliveries. Each Seller shall deliver to Buyer Escrow Holder the following: (a) A duly executed and acknowledged original (i) grant deed in the form of Exhibit ”I” for each Hotel located in the State of California and (ii) bargain and sale deed in the form of Exhibit “J” for each Hotel located in the State of Washington (collectively, the “Deeds”); (b) A duly executed original xxxx of sale, assignment and assumption agreement (the “General Assignment and Assumption AgreementAssumption”) from Seller with respect to the tangible and intangible personal property included in the Property (including the Existing Lease and Service Agreements) in the form of Exhibit “G” (to the extent Seller is only conveying a Designated Portion, Seller shall only convey the respective Designated Percentage in such tangible and intangible personal property)K”; (bc) A duly executed original certificate of Seller (the “Seller Closing Certificate”) in the form of Exhibit “HL” updating the representations and warranties contained in Section 7.1 hereof to the Closing Date and noting any material changes thereto; (cd) A duly executed original certificate of “non-foreign” status in the form of Exhibit “IM” from Seller and any required state certificate that is sufficient to exempt the applicable Seller from any state withholding or non-foreign status certificate; (d) On requirement with respect to the first Closing Date, a duly executed tenancy in common agreement (the “TIC sale contemplated by this Agreement”) from Seller in the form of Exhibit “J”; (e) On the first Closing Date, a duly executed memorandum of the tenancy in common agreement (the “Memorandum of TIC Agreement”) from Seller in the form of Exhibit “K”; (f) Evidence reasonably satisfactory to Buyer and Title Company and Buyer respecting the due organization of each Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (gf) On the final Closing Date, to To the extent they are then in the applicable Seller’s, the Existing Manager’s possessionor any of their respective Affiliates’ possession or control, and have not theretofore been delivered to Buyer: (i) any plans and specifications for all Improvements on the PropertyImprovements; (ii) all unexpired warranties and guarantees which such Seller has received in connection with any work or services performed with respect to, or equipment installed in, the improvements on the PropertyImprovements; (iii) all keys and other access control devices for all improvements on the PropertyImprovements; (iv) all documents of Seller relating to the Property; (v) originals of the Existing Lease and of any correspondence or other documents amending the provisions thereof; and (vi) originals of all service agreements Service Agreements that will remain in effect after the Final Closing Closing; (v) a set of guest registration cards; (vi) a list of advance room reservations and all correspondence and records relating functions; (vii) a list of such Seller’s outstanding accounts receivable as of midnight on the date prior to the on-going operations Closing; (including tenant xxxxxxxxviii) all permits and maintenance of licenses for the Property. In addition; and (ix) subject to Section 2.1, Seller shall direct its property all other Records (which materials under this clause (f) may be either delivered at Closing or left in the management company, if any, to deliver any documents or other files of Seller which are reasonably related to such on-going operations and which are in such management company’s possession to Buyer office at the Final Closingeach Hotel); and (hg) Such additional documents as may be reasonably required by Buyer and Title Company in order to consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, or liability or obligations of, any Seller in a manner not otherwise provided for herein).

Seller Deliveries. Within three (3) business days after the Effective Date, Seller shall deliver to Buyer Purchaser copies of the following:following documents, solely to the extent that such documents exist and are in Seller’s possession (collectively, the “Due Diligence Documents”): (a) A duly executed xxxx A. the most recent Phase I environmental report relating to the Premises obtained in connection with Seller’s acquisition of salethe Premises; B. the most recent owner’s title insurance policy relating to the Premises obtained in connection with Seller’s acquisition of the Premises; C. the most recent survey relating to the Premises obtained in connection with Seller’s acquisition of the Premises; D. the most recent zoning report relating to the Premises obtained in connection with Seller’s acquisition of the Premises; E. copies of the most recent tax bills for the Real Property; and F. copies of the most recently filed UST inspection and approved used report related to the underground storage tanks located at the Premises. Nothing set forth herein shall be construed as creating an obligation of Seller to provide internal documents, assignment including analyses or opinions of the Premises generated by or for Seller, or correspondence between third parties unaffiliated with Seller, or information, reports, studies, tests, or documents prepared for third parties unaffiliated with Seller, or information that Seller is not authorized to provide, share or deliver because of confidentiality obligations by which Seller is bound. The delivery of the Due Diligence Documents may be made by email attachments, access to an electronic data room, hard copy, or such other means as the parties may mutually agree. Purchaser agrees to keep all of the Due Diligence Documents confidential as set forth in Section 27. In providing the Due Diligence Documents to Purchaser, Seller makes no representation or warranty, express, written, oral, statutory, or implied, regarding the accuracy or completeness of the Due Diligence Documents, and assumption agreement (“Assignment all such representations and Assumption warranties are hereby expressly excluded and disclaimed. Purchaser understands that, although Seller will use commercially reasonable efforts to locate the Due Diligence Documents and make them available pursuant to this Agreement”) from Seller , Purchaser will not rely on such Due Diligence Documents as being a complete and accurate source of information with respect to the tangible Premises and intangible personal property included will instead in the Property (including the Existing Lease and Service Agreements) in the form of Exhibit “G” (to the extent Seller is only conveying a Designated Portion, Seller shall only convey the respective Designated Percentage in such tangible and intangible personal property); (b) A duly executed certificate of Seller (the “Seller Closing Certificate”) in the form of Exhibit “H” updating the representations and warranties contained in Section 7.1 hereof to the Closing Date and noting any changes thereto; (c) A duly executed certificate of “non-foreign” status in the form of Exhibit “I” from Seller and any required state withholding or non-foreign status certificate; (d) On the first Closing Date, a duly executed tenancy in common agreement (the “TIC Agreement”) from Seller in the form of Exhibit “J”; (e) On the first Closing Date, a duly executed memorandum of the tenancy in common agreement (the “Memorandum of TIC Agreement”) from Seller in the form of Exhibit “K”; (f) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (g) On the final Closing Date, to the extent they are then in Seller’s possession, and have not theretofore been delivered to Buyer: (i) any plans and specifications for all Improvements instances rely exclusively on the Property; (ii) all unexpired warranties and guarantees which Seller has received in connection with any work or services performed its own inspections with respect toto all matters which it deems relevant to its decision to acquire, or equipment installed in, own and operate the improvements on the Property; (iii) all keys and other access control devices for all improvements on the Property; (iv) all documents of Seller relating to the Property; (v) originals of the Existing Lease and of any correspondence or other documents amending the provisions thereof; and (vi) originals of all service agreements that will remain in effect after the Final Closing and all correspondence and records relating to the on-going operations (including tenant xxxxxxxx) and maintenance of the Property. In addition, Seller shall direct its property management company, if any, to deliver any documents or other files of Seller which are reasonably related to such on-going operations and which are in such management company’s possession to Buyer at the Final Closing; and (h) Such additional documents as may be reasonably required by Buyer and Title Company in order to consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein)Premises.

Seller Deliveries. At the Closing, Seller shall deliver to Buyer the followingPurchaser: (a) Deeds and other instruments of conveyance as may be necessary to sell, transfer and convey all of Seller’s right, title and interest in and to the Real Property to Purchaser, free and clear of all Encumbrances (other than Permitted Encumbrances), in forms to be reasonably agreed upon by Seller and Purchaser. (b) A duly executed xxxx of salesale in substantially the form of Exhibit 3.5(b), pursuant to which the Assets (other than the Real Property) and the Loan Documents shall be transferred to Purchaser; (c) An assignment and assumption agreement in substantially the form of Exhibit 3.5(c), with respect to the Assumed Liabilities (the “Assignment and Assumption Agreement”) from Seller with respect to the tangible and intangible personal property included in the Property (including the Existing Lease and Service Agreements) in the form of Exhibit “G” (to the extent Seller is only conveying a Designated Portion, Seller shall only convey the respective Designated Percentage in such tangible and intangible personal property); (b) A duly executed certificate of Seller (the “Seller Closing Certificate”) in the form of Exhibit “H” updating the representations and warranties contained in Section 7.1 hereof to the Closing Date and noting any changes thereto; (c) A duly executed certificate of “non-foreign” status in the form of Exhibit “I” from Seller and any required state withholding or non-foreign status certificate; (d) On Such other documents or instruments of conveyance as are necessary or appropriate to consummate the first Closing Date, a duly executed tenancy in common agreement (the “TIC transactions contemplated by this Agreement”) from Seller in the form of Exhibit “J”; (e) On the first Closing Date, a duly executed memorandum of the tenancy in common agreement (the “Memorandum of TIC Agreement”) from The certificate required to be delivered by Seller in the form of Exhibit “K”pursuant to Section 9.1(e); (f) Evidence reasonably satisfactory Seller’s resignation as trustee or custodian, as applicable, with respect to Buyer each Deposit in an XXX or Xxxxx Account included in the Deposits and Title Company respecting the due organization designation of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunderPurchaser as successor trustee or custodian with respect thereto, as contemplated by Section 2.4; (g) On A certificate of non-foreign status pursuant to Treasury Regulation Section 1.1445-2(b)(2) from Seller, duly executed and acknowledged, substantially in the final Closing Dateform of the sample certificates set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv)(B); (h) The Safe Deposit Agreements, Seller’s keys to the extent they safe deposit boxes and all other records as exist and are then in Seller’s possession, and have not theretofore been delivered possession or control related to Buyer: the safe deposit box business at the Branches; (i) any plans A triple-net lease for the real property associated with Seller’s Branch located at 000 Xxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxx Xxxxxxxx containing commercially reasonable terms mutually satisfactory to Seller and specifications for all Improvements on the Property; Purchaser, acting reasonably, including a fair market value rent rate, a minimum base term of five (ii5) all unexpired warranties years and guarantees which Seller has received a right of first refusal in connection with any work or services performed with respect to, or equipment installed in, the improvements on the Property; (iii) all keys and other access control devices for all improvements on the Property; (iv) all documents favor of Seller relating to the Property; (v) originals of the Existing Lease and of any correspondence or other documents amending the provisions thereof; and (vi) originals of all service agreements that will remain in effect after the Final Closing and all correspondence and records relating to the on-going operations (including tenant xxxxxxxx) and maintenance of the Property. In addition, Seller shall direct its property management company, if any, to deliver any documents or other files of Seller which are reasonably related to such on-going operations and which are in such management company’s possession to Buyer at the Final ClosingPurchaser; and (hj) Such additional documents as may be reasonably required by Buyer and Title Company in order The Records, excluding the Loan Documents, which are subject to consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein)Section 3.7.

Seller Deliveries. On or prior to the Closing Date, Seller shall deliver to Buyer Escrow Agent for delivery and recording as appropriate to such documents the following: 9.2.1 One (a1) A original limited warranty deed (the “Deed”) for the Real Property from Seller, substantially in the form attached hereto as Exhibit “E,” duly executed and acknowledged by Seller. 9.2.2 Two (2) originals of a xxxx of salesale (the “Xxxx of Sale”) for the Personal Property from Seller, substantially in the form attached hereto as Exhibit “F,” duly executed by Seller. 9.2.3 Two (2) originals of an assignment and assumption agreement of Leases, Contracts and Security Deposits (the “Assignment and Assumption Agreementof Leases, Contracts and Security Deposits”) from Seller with respect to the tangible and intangible personal property included in the Property (including the Existing Lease and Service Agreements) Seller, substantially in the form of attached hereto as Exhibit “G,” (to the extent Seller is only conveying a Designated Portion, Seller shall only convey the respective Designated Percentage in such tangible and intangible personal property); (b) A duly executed certificate and acknowledged by Seller. 9.2.4 Two (2) originals of Seller an assignment of the Intangible Property (the “Seller Closing CertificateAssignment of Intangible Property”) from Seller, substantially in the form of attached hereto as Exhibit “H,” updating the representations and warranties contained in Section 7.1 hereof to the Closing Date and noting any changes thereto; (c) A duly executed certificate by Seller. 9.2.5 Any customary certificates and affidavits, including, but not limited to, a “gap” indemnity and an owner’s affidavit sufficient for Title Company to issue, without extra charge, an owner’s policy of title insurance free of any exceptions for unfiled mechanics’ or materialmen’s liens for work performed by Seller (but not any tenants) prior to Closing, or for rights of parties in possession (other than tenants under the Leases). 9.2.6 One (1) original of a Non-Foreign Affidavit as required by the Foreign Investors in Real Property Tax Act (“non-foreign” status FIRPTA”), as amended, in the form of Exhibit “I,” from Seller and any required state withholding or non-foreign status certificate; (d) On the first Closing Date, a duly executed tenancy by Seller. 9.2.7 One (1) original of a certification by Seller substantially in common agreement the form attached hereto as Exhibit “J” that all representations and warranties made by Seller in Section 4 of this Agreement are true and correct in all material respects on the date of Closing. 9.2.8 One (1) original of the right of first offer agreement, (the “TIC Right of First Offer”), by and between Buyer and Seller, substantially in the form attached hereto as Exhibit “O”, duly executed and acknowledged by Seller and covering the property currently being developed at 000 Xxxxxx Xx., Xxxxxx, Xxxx 00000 (“Belpre V”). 9.2.9 One (1) original of the Easement and Right of Way Agreement over a portion of the Belpre I Parcel sufficient to accommodate the portions of a building, parking lots and sidewalks to be included in and with the development of proposed building on Belpre V and appurtenant improvements to be partially situated on the Belpre I Parcel in the substance and substantial form of Exhibit “R” attached hereto (the “Belpre I Easement Agreement”) from duly executed and acknowledged by the parties thereto. 9.2.10 One (1) original of the Easement and Right of Way Agreement allowing vehicular and pedestrian access for the Belpre IV Parcel over the parcel located at 000 Xxxxxx Xxxxxx, Xxxxxx, Xxxx (the “721 Farson Parcel”) in the substance and substantial form of Exhibit “S” attached hereto (the “Belpre IV Easement Agreement”) duly executed and acknowledged by the parties thereto. 9.2.11 Keys or combinations to all locks at the Property and any key cards and/or other electronic access devices, to the extent in Seller’s possession. Buyer hereby acknowledges and agrees that Seller shall be permitted to make the items described in this Section 9.2.11 available to Buyer at the Property in lieu of delivering them to Escrow Agent. 9.2.12 Originals of the Leases, the New Lease and copies of lease files at the Real Property, and originals of any Assigned Contracts, in each case to the extent in Seller’s possession. Buyer hereby acknowledges and agrees that Seller shall be permitted to make the items described in this Section 9.2.12 available to Buyer at the Property in lieu of delivering them to Escrow Agent. 9.2.13 A notice to the tenants and subtenants of the Property, signed by Seller or Seller’s agent, in the form of Exhibit “J”; (e) On the first Closing Date, a duly executed memorandum of the tenancy in common agreement N” (the “Memorandum of TIC AgreementTenant Notice”) from Seller in disclosing that the form of Exhibit “K”; (f) Evidence reasonably satisfactory Property has been sold to Buyer and Title Company respecting the due organization that, after Closing, all rents should be paid to Buyer or Buyer’s designee. 9.2.14 Original letters of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (g) On the final Closing Date, to the extent they are then in Seller’s possession, and have not theretofore been delivered to Buyer: (i) any plans and specifications for all Improvements on the Property; (ii) all unexpired warranties and guarantees which Seller has received in connection with any work or services performed with respect to, or equipment installed in, the improvements on the Property; (iii) all keys and other access control devices for all improvements on the Property; (iv) all documents of Seller relating to the Property; (v) originals of the Existing Lease and of any correspondence or other documents amending the provisions thereof; and (vi) originals of all service agreements that will remain in effect after the Final Closing and all correspondence and records relating to the on-going operations (including tenant xxxxxxxx) and maintenance of the Property. In addition, Seller shall direct its property management companycredit, if any, to deliver along with appropriate transfer forms and any documents or other files of Seller which are reasonably related to such on-going operations and which are in such management company’s possession to Buyer at the Final Closing; and (h) Such additional documents as may be reasonably required by Buyer and Title Company in order to consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein)fees associated therewith.

Seller Deliveries. At the Closing, Seller shall deliver to Buyer the followingPurchaser: (a) A duly executed xxxx of sale, assignment and assumption agreement (“Assignment and Assumption Agreement”) from Seller with respect to the tangible and intangible personal property included Deeds in the Property (including the Existing Lease and Service Agreements) in substantially the form of Exhibit “G” Schedule 3.6(a) (except as otherwise required by local state law), pursuant to which the extent Seller is only conveying a Designated PortionOwned Real Property shall be transferred to Purchaser "AS IS", Seller shall only convey "WHERE IS" and with all faults (the respective Designated Percentage in such tangible and intangible personal property"Grant Deeds"); (b) A duly executed certificate of Seller (the “Seller Closing Certificate”) bill xx sale in substantially the form of Exhibit “H” updating Schedule 3.6(b) (except as otherwise required by local state law), pursuant to which the representations Personal Property shall be transferred to Purchaser "AS IS", "WHERE IS" and warranties contained in Section 7.1 hereof to the Closing Date and noting any changes theretowith all faults; (c) A duly executed certificate of “non-foreign” status An assignment and assumption agreement in substantially the form of Exhibit “I” from Seller Schedule 3.6(c) (except as otherwise required by local state law), with respect to the Liabilities (the "Assignment and any required state withholding or non-foreign status certificateAssumption Agreement"); (d) On the first Closing Date, a duly executed tenancy Lease assignment and assumption agreements in common agreement (the “TIC Agreement”) from Seller in substantially the form of Exhibit “J”Schedule 3.6(d) (except as otherwise required by local state law) with respect to each of the Branch Leases (the "Lease Assignments"); (e) On Subject to the first Closing Dateprovisions of Section 7.4, a duly executed memorandum such consents of landlords under the Branch Leases, as shall be required pursuant to the terms of such Branch Leases, to the assignment of the tenancy Branch Leases to Purchaser in common agreement (the “Memorandum of TIC Agreement”) from Seller in substantially the form of Exhibit “K”Schedule 3.6(e) (except as otherwise required by local state law), (the "Landlord Consents"); (f) Evidence reasonably satisfactory Subject to Buyer and Title Company respecting the due organization provisions of Seller Section 7.4, such consents as shall be required pursuant to the terms of the Tenant Leases and the due authorization and execution of this Agreement and Personal Property Leases in connection with the documents required assignments thereof to be delivered hereunderPurchaser; (g) On An Officer's Certificate in substantially the final form of Schedule 3.6(g); (h) An opinion of Seller's in-house counsel, dated the Closing Date, in form and substance reasonably satisfactory to Purchaser substantially to the extent they are then in Seller’s possession, and have not theretofore been delivered to Buyer: effect that: (i) any plans Seller is a national banking association, duly organized and specifications for validly existing under the laws of the United States, with all Improvements on the Property; requisite corporate power and authority to execute, deliver and perform this Agreement; (ii) all unexpired warranties Regulatory Approvals required to have been obtained by Seller or its Affiliates have been obtained and guarantees which Seller has received in connection with any work or services performed with respect to, or equipment installed in, the improvements on the Property; (iii) all keys and other access control devices for all improvements on the Property; (iv) all documents of Seller relating to the Property; (v) originals of the Existing Lease and of any correspondence or other documents amending the provisions thereof; and (vi) originals of all service agreements that will remain in effect after the Final Closing and all correspondence and records relating to the on-going operations (including tenant xxxxxxxx) and maintenance of the Property. In addition, Seller shall direct its property management company, if any, to deliver any documents or other files of Seller which are reasonably related to such on-going operations and which are in such management company’s possession to Buyer at the Final Closingfull force and effect; and (hiii) this Agreement has been duly authorized, executed and delivered by Seller and (assuming due authorization, execution and delivery by Purchaser) is a valid (i) The Draft Closing Statement; (j) Seller's resignation as trustee or custodian, as applicable, with respect to each IRA Xxxount included in the Deposits and designation of Purchaser as successor trustee or custodian with respect thereto as contemplated by Section 2.4; (k) All documentation required to exempt Seller from the withholding requirement of Section 1445 of the Code, consisting of an affidavit from Seller to Purchaser under penalty of perjury that Seller is not a foreign person and providing Seller's U.S. taxpayer identification number; and (l) Such additional other documents as may be the parties determine are reasonably required by Buyer and Title Company in order necessary to consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein)P&A Transaction as contemplated hereby.

Seller Deliveries. If not already provided prior to execution of this Agreement, Seller shall deliver to Buyer the followingPurchaser: (a) A duly executed xxxx as soon as practicable after signing and delivery of salethe Agreement, assignment the Sale Motion, in a form and assumption agreement (“Assignment and Assumption Agreement”) from Seller with respect substance reasonably satisfactory to the tangible and intangible personal property included in the Property (including the Existing Lease and Service Agreements) in the form of Exhibit “G” (to the extent Seller is only conveying a Designated Portion, Seller shall only convey the respective Designated Percentage in such tangible and intangible personal property)Purchaser; (b) A duly executed certificate as soon as practicable after signing and delivery of Seller (the “Seller Closing Certificate”) Agreement, a Sale Order, in the a form of Exhibit “H” updating the representations and warranties contained in Section 7.1 hereof substance reasonably satisfactory to the Closing Date and noting any changes theretoPurchaser; (c) A duly executed certificate as soon as practicable after signing and delivery of “non-foreign” status the Agreement, the Assumption and Assignment Order, in the a form of Exhibit “I” from Seller and any required state withholding or non-foreign status certificatesubstance reasonably satisfactory to Purchaser; (d) On concurrently with the first Closing DateClosing, a (i) the Master Services Agreement, duly executed tenancy in common agreement by Seller as licensee, and (ii) the “TIC Agreement”) from Seller in the form Nonsolicitation and IP Assignment Agreements, duly executed by each of Exhibit “J”Wxxxxx and Kxxxxxxxxx; (e) On concurrently with the first Closing Datesigning and delivery of this Agreement, a duly executed memorandum of the tenancy in common agreement (the “Memorandum of TIC Agreement”) from Seller in the form of Exhibit “K”final Disclosure Schedule as contemplated by Section 4; (f) Evidence reasonably satisfactory to Buyer and Title Company respecting concurrently with the due organization Closing, a good standing certificate of Seller issued within two (2) business days prior to the date of the Closing by the Secretary of State of the State of Delaware; (g) concurrently with the Closing, (i) a certificate of the secretary of Seller certifying as to the accuracy of the bylaws and resolutions of Seller approving the due authorization execution and execution delivery of this Agreement and the documents required to be delivered hereunder; (g) On performance of the final Closing Date, to the extent they are then in Seller’s possession, transactions contemplated hereby and have not theretofore been delivered to Buyer: (i) any plans and specifications for all Improvements on the Property; (ii) all unexpired warranties and guarantees which Seller has received in connection with any work or services performed with respect to, or equipment installed in, a certificate of the improvements on the Property; (iii) all keys and other access control devices for all improvements on the Property; (iv) all documents Chief Executive Officer of Seller relating to the Property; effect that (v) originals the representations and warranties of Seller contained in this Agreement are true and correct in all material respects as of the Existing Lease and of any correspondence or other documents amending the provisions thereof; and Closing Date (vi) originals of all service agreements that will remain in effect after the Final Closing and all correspondence and records relating to the on-going operations (including tenant xxxxxxxx) and maintenance as though made as of the Property. In additionClosing Date), Seller except for representations and warranties that are made as of a specific date, which representations and warranties shall direct its property management company, if any, to deliver any documents or other files be so true and correct as of Seller which are reasonably related to such on-going operations and which are in such management company’s possession to Buyer at the Final Closingdate); and (h) Such additional documents as may be reasonably required concurrently with the Closing, the Technical Employee Support Agreements duly executed by Buyer and Title Company in order to consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein)each relevant employee.

Seller Deliveries. On or prior to each Closing (except as otherwise stated), Seller (at Seller’s expense) shall deliver deliver, or cause to be delivered, to Buyer at the followingoffices of Buyer in Maryville, Tennessee, the following with respect to each Contract and the transactions contemplated hereby: (a) A duly executed xxxx of saleThe Contract File, assignment and assumption agreement (“Assignment and Assumption Agreement”) from Seller with respect which shall include the following documentation, if applicable, as to the tangible and intangible personal property included each Contract set forth in the Property Schedule of Contracts: (including i) the Existing Lease original executed Contract and Service Agreements) related Security Instrument with a blanket assignment, in the form of the Blanket Assignment and Xxxx of Sale attached hereto as Exhibit “G” A, of all of Seller’s right, title and interest therein; (ii) the original Security Instrument and an assignment in recordable or registerable form acceptable to Buyer of all of Seller’s right, title and interest therein; (iii) the insurance policies (including hazard insurance policies) pertaining to each Contract with evidence changing the loss payee or additional insured under such insurance policies to Buyer for each Contract, including proper notification to the respective Obligors and insurance carriers to effectuate such change (which change may be effectuated within three (3) Business Days following the applicable Closing Date); (iv) the originals or copies of the invoices of the manufacturer of the Manufactured Home and the vendors of the additional accessories and furnishings in the Manufactured Home described in the Contract, including add/delete sheets, prepared by Seller, describing the accessories and furnishings; provided, further, that any such add/delete sheets or like documents not contained in the Contract File on the applicable Closing Date will be the property of Buyer as of the applicable Closing Date; (v) if the Contract File contains evidence of any mechanic’s, materialmen’s or similar liens on either the Manufactured Home or any additional furnishings or accessories therein described in the Contract, written verification that any such liens have been released, which verification may consist of the original of a release document from the lienor, the original or a copy of a duly filed or recorded release document or the original of a duly performed lien search revealing no such liens; (vi) Obligor credit data; (vii) Obligor payment history and collection records from the Contract’s date of origination, including, if applicable, ledger cards, to the extent Seller is only conveying unable to provide Buyer such information in electronic and readable format compatible with Buyer’s computer systems; (viii) with respect to any Contract that is also secured by a Designated PortionMortgage, the original recorded Mortgage, the original assignment, if any, and any intervening assignment of the Mortgage, each with evidence of recording thereon, showing Seller shall only convey as mortgagee or the respective Designated Percentage complete recorded chain of assignment of the Mortgage from origination to Seller, together with an individual assignment to Buyer for each Mortgage, duly executed and in such tangible recordable form for the jurisdiction in which the Mortgaged Property is located; and (ix) the Credit application for the Obligor and intangible personal property);general underwriting documents of Seller. (b) A duly executed certificate of Seller (the “Seller Closing Certificate”) in the form of Exhibit “H” updating the representations and warranties contained The computer tape described in Section 7.1 hereof to the Closing Date and noting any changes thereto;5.2(r). (c) A duly executed certificate of “nonAny amounts received by Seller after the applicable Cut-foreign” status in the form of Exhibit “I” from Seller and any required state withholding or non-foreign status certificate;Off Date under Section 7.1 hereof. (d) On the first Closing Date, a duly An executed tenancy in common agreement (the “TIC Agreement”) from Seller in the form Blanket Assignment and Xxxx of Exhibit “J”;Sale. (e) On the first Closing Date, a duly executed memorandum of the tenancy in common agreement (the “Memorandum of TIC Agreement”) from Seller A certificate in the form attached hereto as Exhibit C signed by an authorized officer of Exhibit “K”;Seller. (f) Evidence reasonably satisfactory to Buyer and Title Company respecting A power of attorney in the due organization form attached hereto as Exhibit E signed by an authorized officer of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder;Seller. (g) On The Financing Statement naming Seller as “Seller” and Buyer as “Purchaser,” together with a description of the final Closing DateConveyed Property, to be filed in the extent they are then in Seller’s possession, and have not theretofore been delivered to Buyer: (i) any plans and specifications for all Improvements on the Property; (ii) all unexpired warranties and guarantees which Seller has received in connection with any work or services performed with respect to, or equipment installed in, the improvements on the Property; (iii) all keys and other access control devices for all improvements on the Property; (iv) all documents of Seller relating to the Property; (v) originals appropriate offices of the Existing Lease and Secretary of State of any correspondence applicable state and such other governmental filing offices necessary to perfect (by filing) the sale of the Conveyed Property that constitutes chattel paper under the applicable state’s Uniform Commercial Code governing the sale and perfection thereof, in the form attached hereto as Exhibit G. Buyer agrees to pay any and all fees, taxes or other documents amending the provisions thereof; and (vi) originals of all service agreements that will remain in effect after the Final Closing and all correspondence and records relating to the on-going operations (including tenant xxxxxxxx) and maintenance of the Property. In addition, Seller shall direct its property management company, if any, to deliver any documents or other files of Seller which are reasonably related to costs associated with such on-going operations and which are in such management company’s possession to Buyer at the Final Closing; andfiling(s). (h) Such additional documents information from Seller as may be Buyer reasonably required requests regarding the Conveyed Property. (i) On the First Closing Date, an executed Bailee’s letter and release by Buyer and Title Company in order to consummate the transactions hereunder (provided the same do not increase in any material respect the costs toamong US Bank National Association, or liability or obligations ofGreenwich Capital Financial Products, Seller in a manner not otherwise provided for herein)Inc. and Seller.

Seller Deliveries. At the Closing, the Seller shall will deliver or cause to Buyer the followingbe delivered to Buyer: (ai) A duly executed xxxx certificates, dated the Closing Date, signed by the Secretary or any Assistant Secretary of salethe Seller, assignment attesting to: (A) the completion of all necessary limited liability company action by Seller to execute and assumption agreement deliver this Agreement, the other Seller Transaction Documents and to consummate the Transaction, and including copies of Seller’s Governing Documents and all resolutions required in connection with this Agreement or any other Seller Transaction Documents and (“Assignment and Assumption Agreement”B) from the good standing (or similar) certificates of Seller with respect to the tangible and intangible personal property included in the Property (including the Existing Lease and Service Agreements) in the form such entity’s jurisdiction of Exhibit “G” (to the extent Seller is only conveying a Designated Portion, Seller shall only convey the respective Designated Percentage in such tangible and intangible personal property)organization; (bii) A duly an executed certificate Lxxxxx Release Letter in form and substance reasonably satisfactory to Buyer, together with UCC-3 termination statements and mortgage releases with respect to the financing statements filed against the Seller Interest and assets of Seller (the “Seller Companies by the holders of such Liens, in each case, in form and substance reasonably satisfactory to Buyer relating to all Estimated Closing Certificate”) Indebtedness set forth in the form of Exhibit “H” updating the representations and warranties contained in Section 7.1 hereof to the Estimated Closing Date and noting any changes theretoStatement; (ciii) A duly executed certificate of “non-foreign” status in the form of Exhibit “I” from Seller and any required state withholding or non-foreign status certificate; (dconsents set forth on Section 1.3(a)(iii) On the first Closing Date, a duly executed tenancy in common agreement (the “TIC Agreement”) from Seller in the form of Exhibit “J”; (e) On the first Closing Date, a duly executed memorandum of the tenancy Disclosure Schedule, in common agreement (the “Memorandum of TIC Agreement”) from Seller each case, in the form of Exhibit “K”; (f) Evidence and substance reasonably satisfactory to Buyer and Title Company respecting executed by the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunderparties thereto; (g) On the final Closing Date, to the extent they are then in Seller’s possession, and have not theretofore been delivered to Buyer: (i) any plans and specifications for all Improvements on the Property; (ii) all unexpired warranties and guarantees which Seller has received in connection with any work or services performed with respect to, or equipment installed in, the improvements on the Property; (iii) all keys and other access control devices for all improvements on the Property; (iv) all documents a properly completed and executed Internal Revenue Service Form W-9 of Seller relating to the Property; certifying no backup withholding is required; (v) originals executed resignations, in form and substance reasonably satisfactory to Bxxxx, of each manager, director and executive officer of each of the Existing Lease Companies, which will be effective subject to and of any correspondence or other documents amending upon the provisions thereof; and Closing, except for such Persons as will have been designated in writing prior to the Closing by Buyer to the Seller; (vi) originals a DVD or other digital record containing a copy of all service agreements the information and documents set forth in the Data Room; (vii) an executed certificate from an executive officer of Seller or Parent certifying that will remain the conditions to closing set forth in effect after Section 7.1, Section 7.2 and Section 7.3 have been satisfied (the Final Closing “Seller Officer Certificate”); (viii) a counterpart of a transfer instrument, in form and all correspondence and records relating substance reasonably satisfactory to the on-going operations (including tenant xxxxxxxx) and maintenance of Buyer, transferring the Property. In addition, Seller shall direct its property management company, if any, to deliver any documents or other files of Seller which are reasonably related to such on-going operations and which are in such management company’s possession Interest to Buyer at (the Final Closing“Transfer Instrument”), duly executed by Seller; and (hix) Such additional documents as may a counterpart of a transition services agreement in a reasonable and customary form to be reasonably required agreed upon by Parent and Buyer which will be an agreement among Parent, the Companies and Title Company in order Buyer (the “TSA”), duly executed by Parent by which, among other things, entitles the Companies to consummate the transactions hereunder (provided the same do not increase in any material respect the costs torequest, and obligates Parent to provide, or liability cause other Persons to provide, to the Companies for up to 180 days after the Closing Date such services (including access to and use of employees, assets, IT systems, back office support (including payables processing, treasury functions and other back office support), books and records and outside advisors, in each case, consistent with the support and services that have been provided to the Companies during the 12-month period prior to the Closing Date at rates to be mutually agreed upon but no greater than the rates charged or obligations of, Seller in a manner not otherwise provided for herein)allocated to the Companies during the 12-month period prior to the Closing Date.

Seller Deliveries. Seller shall deliver the following to Buyer Title Company on or before the following:Closing Date (and, upon closing, Title Company shall deliver the same to Buyer): (a) A duly executed xxxx and acknowledged bxxx of sale, assignment and assumption agreement (“"Bxxx of Sale, Assignment and Assumption Agreement”) from Seller with respect to the tangible and intangible personal property included in the Property (including the Existing Lease and Service Agreements") in the form of Exhibit “"G” (to the extent Seller is only conveying " attached hereto and made a Designated Portion, Seller shall only convey the respective Designated Percentage in such tangible and intangible personal property)part hereof; (b) A duly executed certificate of Seller (the “"Seller Closing Certificate”") in the form of Exhibit “H” updating the representations and warranties contained in Section 7.1 paragraph 7.B hereof to the Closing Date (and including an updated list of leases) and noting any changes thereto; (c) A duly Duly executed certificate and acknowledged certificates regarding the "non- foreign" status of “non-foreign” status in the form of Exhibit “I” from Seller and any required satisfying federal and, if applicable, state withholding or non-foreign status certificatelaw requirements; (d) On A notice to the first Closing Date, a duly executed tenancy tenants ("Tenant Notice") signed by Seller advising them of the sale in common agreement (the “TIC Agreement”) from form reasonably satisfactory to Seller in the form of Exhibit “J”and Buyer; (e) On To the first Closing Dateextent in Seller's possession or control, a duly executed memorandum originals of all Leases, Service Contracts, the balance of any tenant advertising, merchandising, promotional funds or other similar accounts, plans and specifications, tenant files, invoices, bxxxxxxx and other similar books and records necessary for the continued operation of the tenancy in common agreement Property, licenses, permits, certificates of occupancy, certificates of insurance from any tenants, and keys tagged for identification, to the extent the foregoing relate to the Property (such delivery being made by causing such items to be retained at the “Memorandum Property), such delivery being made by actual delivery of TIC Agreement”) from Seller any such items that are in the form possession and control of Exhibit “K”Seller or its property manager at any location other than the Property, and by causing any such items that are on the Property to be retained at the Property, but except for keys tagged for identification, Seller and its property manager shall be entitled to retain duplicate copies of any and all such items (but Seller covenants and agrees that except for disclosures to Seller's officers, directors, partners, employees, agents, attorneys, accountants, inspectors, consultants, investors, or lenders, and except as may be required by applicable law or by any existing agreements binding Seller, Seller shall use reasonable efforts to keep all such items strictly confidential); (f) If requested by Buyer, an executed assignment of Seller's rights under any of the Permitted Exceptions, to the extent such rights are assignable, such assignment being in substantially the same form as the Bxxx of Sale, Assignment and Assumption Agreement (and being herein called the "Additional Assignment and Assumption Agreement"); (g) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (gh) On The originals of any Tenant Estoppel Certificates, the final Closing DateREA Estoppel Certificate and any SNDAs received by Seller pursuant to paragraphs 4.E, 4.F or 4.G, respectively, hereof, to the extent they are then in Seller’s possession, and have not theretofore been previously delivered to Buyer: Seller; (i) any plans and specifications Evidence reasonably satisfactory to Buyer respecting the termination of Seller's property manager for all Improvements on the Property; ; (iij) Evidence reasonably satisfactory to Buyer and Title Company that Seller has satisfied its obligations under the "J.X. Xxxxxx XXX" (as defined below) and the "Penney Loan Documents" (as defined below), respectively, with respect to the termination of (1) that certain Easement & Operating Agreement (the "J.X. Xxxxxx XXX") dated July 25, 1996, by and between J.X. Penney Company, Inc., a Delaware corporation ("Penney") and Seller, (2) the lien of that certain Construction Loan Agreement dated as of July 25, 1996 by and between Penney and Seller (the "Penney Construction Loan"), and (3) all unexpired warranties obligations under the Credit Line Deed of Trust and guarantees which Seller has received in connection with any work or services performed with respect to, or equipment installed inSecurity Agreement, the improvements on Assignment of Rents and Leases, the Property; Assignment of Construction Documents and the other loan documents referenced in the Penney Construction Loan (iii) all keys and other access control devices collectively, the "Penney Loan Documents"), except for all improvements on the Property; (iv) all documents any surviving obligations of Seller relating to the Property; (v) originals of the Existing Lease and of any correspondence or other documents amending the provisions thereof; and (vi) originals of all service agreements that will remain in effect after the Final Closing and all correspondence and records relating to the on-going operations (including tenant xxxxxxxx) and maintenance of the Property. In addition, Seller shall direct its property management company, if any, to deliver any documents or other files of Seller which are reasonably related to such on-going operations and which are in such management company’s possession to Buyer at the Final ClosingSeller; and (hk) Such additional documents as may be reasonably required by Buyer and Title Company in order to consummate the transactions hereunder (provided the same do not materially increase in any material respect the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein).

Seller Deliveries. At the Closing, Seller shall deliver to Buyer the followingPurchaser: (a) Special warranty deeds and other instruments of conveyance as may be necessary to sell, transfer and convey all of Seller’s right, title and interest in and to the Owned Real Property to Purchaser, free and clear of all Encumbrances (other than Permitted Encumbrances), in forms to be reasonably agreed upon by Seller and Purchaser; (b) A duly executed xxxx bxxx of salesale in substantially the form of Exhibit 3.5(b), pursuant to which the Personal Property shall be transferred to Purchaser; (c) An assignment and assumption agreement in substantially the form of Exhibit 3.5(c), with respect to the Assumed Liabilities (the “Assignment and Assumption Agreement”) from Seller with respect to the tangible and intangible personal property included in the Property (including the Existing Lease and Service Agreements) in the form of Exhibit “G” (to the extent Seller is only conveying a Designated Portion, Seller shall only convey the respective Designated Percentage in such tangible and intangible personal property); (b) A duly executed certificate of Seller (the “Seller Closing Certificate”) in the form of Exhibit “H” updating the representations and warranties contained in Section 7.1 hereof to the Closing Date and noting any changes thereto; (c) A duly executed certificate of “non-foreign” status in the form of Exhibit “I” from Seller and any required state withholding or non-foreign status certificate; (d) On the first Closing DateLease assignment and assumption agreements, in recordable form with respect to each Branch Lease that has a duly executed tenancy memorandum of lease of public record, in common agreement (the “TIC Agreement”) from Seller in substantially the form of Exhibit 3.5(d), with respect to each of the Branch Leases (the “JBranch Lease Assignments”); (e) On the first Closing Date, a duly executed memorandum of the tenancy Assignment and assumption agreements in common agreement (the “Memorandum of TIC Agreement”) from Seller in substantially the form of Exhibit 3.5(e), with respect to each of the Tenant Leases (the “KTenant Assignments”); (f) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents The certificate required to be delivered hereunderby Seller pursuant to Section 9.1(e); (g) On the final Closing Date, to the extent they are then in Seller’s possessionresignation as trustee or custodian, and have not theretofore been delivered to Buyer: (i) any plans and specifications for all Improvements on the Property; (ii) all unexpired warranties and guarantees which Seller has received in connection with any work or services performed as applicable, with respect to, to each Deposit in an IXX and designation of Purchaser as successor trustee or equipment installed in, the improvements on the Property; (iii) all keys and other access control devices for all improvements on the Property; (iv) all documents of Seller relating to the Property; (v) originals of the Existing Lease and of any correspondence or other documents amending the provisions thereof; and (vi) originals of all service agreements that will remain in effect after the Final Closing and all correspondence and records relating to the on-going operations (including tenant xxxxxxxx) and maintenance of the Property. In addition, Seller shall direct its property management company, if any, to deliver any documents or other files of Seller which are reasonably related to such on-going operations and which are in such management company’s possession to Buyer at the Final Closing; andcustodian with respect thereto; (h) Such additional documents A certificate of non-foreign status pursuant to Treasury Regulation Section 1.1445-2(b)(2) from Seller, duly executed and acknowledged, substantially in the form of the sample certificates set forth in Treasury Regulation 1.1445-2(b)(2)(iv)(B); (i) [RESERVED]; (j) Affidavits and such other customary documentation as may shall be reasonably required by Buyer Madison Title Agency, LLC or another title company jointly selected by Purchaser and Seller (the “Title Company Insurer”) to issue title insurance policies (each, a “Title Policy,” and collectively, the “Title Insurance”) with respect to the Real Property (other than Leased Real Property in order respect of which there is no memorandum of lease of public record) insuring Purchaser or its designee as either owner of marketable fee simple title (in the case of each of the Owned Real Properties) or holder of marketable leasehold interest (in the case of each of the Leased Real Properties in respect of which a memorandum of lease is of public record), subject only to consummate Permitted Encumbrances; (k) The Safe Deposit Agreements, Seller’s keys to the transactions hereunder (provided safe deposit boxes and all other records as exist and are in Seller’s possession or control related to the same do not increase in any material respect safe deposit box business at the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein).Branches; and

Seller Deliveries. At the Closing, Seller shall deliver to Buyer the followingPurchaser: (a) A duly executed xxxx of sale, assignment and assumption agreement (“Assignment and Assumption Agreement”) from Seller with respect to the tangible and intangible personal property included Deeds in the Property (including the Existing Lease and Service Agreements) in substantially the form of Exhibit “G” Schedule 3.6(a) (except as otherwise required by local state law), pursuant to which the extent Seller is only conveying a Designated PortionOwned Real Property shall be transferred to Purchaser "AS IS", Seller shall only convey "WHERE IS" and with all faults (the respective Designated Percentage in such tangible and intangible personal property"Grant Deeds"); (b) A duly executed certificate of Seller (the “Seller Closing Certificate”) bill xx sale in substantially the form of Exhibit “H” updating Schedule 3.6(b) (except as otherwise required by local state law), pursuant to which the representations Personal Property shall be transferred to Purchaser "AS IS", "WHERE IS" and warranties contained in Section 7.1 hereof to the Closing Date and noting any changes theretowith all faults; (c) A duly executed certificate of “non-foreign” status An assignment and assumption agreement in substantially the form of Exhibit “I” from Seller Schedule 3.6(c) (except as otherwise required by local state law), with respect to the Liabilities (the "Assignment and any required state withholding or non-foreign status certificateAssumption Agreement"); (d) On the first Closing Date, a duly executed tenancy Lease assignment and assumption agreements in common agreement (the “TIC Agreement”) from Seller in substantially the form of Exhibit “J”Schedule 3.6(d) (except as otherwise required by local state law) with respect to each of the Branch Leases (the "Lease Assignments"); (e) On Subject to the first Closing Dateprovisions of Section 7.4, a duly executed memorandum such consents of landlords under the Branch Leases, as shall be required pursuant to the terms of such Branch Leases, to the assignment of the tenancy Branch Leases to Purchaser in common agreement (the “Memorandum of TIC Agreement”) from Seller in substantially the form of Exhibit “K”Schedule 3.6(e) (except as otherwise required by local state law), (the "Landlord Consents"); (f) Evidence reasonably satisfactory Subject to Buyer and Title Company respecting the due organization provisions of Seller Section 7.4, such consents as shall be required pursuant to the terms of the Tenant Leases and the due authorization and execution of this Agreement and Personal Property Leases in connection with the documents required assignments thereof to be delivered hereunderPurchaser; (g) On An Officer's Certificate in substantially the final form of Schedule 3.6(g); (h) An opinion of Seller's in-house counsel, dated the Closing Date, in form and substance reasonably satisfactory to Purchaser substantially to the extent they are then in Seller’s possession, and have not theretofore been delivered to Buyer: effect that: (i) any plans Seller is a national banking association, duly organized and specifications for validly existing under the laws of the United States, with all Improvements on the Property; requisite corporate power and authority to execute, deliver and perform this Agreement; (ii) all unexpired warranties Regulatory Approvals required to have been obtained by Seller or its Affiliates have been obtained and guarantees which Seller has received in connection with any work or services performed with respect to, or equipment installed in, the improvements on the Property; (iii) all keys and other access control devices for all improvements on the Property; (iv) all documents of Seller relating to the Property; (v) originals of the Existing Lease and of any correspondence or other documents amending the provisions thereof; and (vi) originals of all service agreements that will remain in effect after the Final Closing and all correspondence and records relating to the on-going operations (including tenant xxxxxxxx) and maintenance of the Property. In addition, Seller shall direct its property management company, if any, to deliver any documents or other files of Seller which are reasonably related to such on-going operations and which are in such management company’s possession to Buyer at the Final Closingfull force and effect; and (hiii) Such additional documents as may be reasonably required this Agreement has been duly authorized, executed and delivered by Buyer Seller and Title Company in order to consummate the transactions hereunder (provided the same do not increase in any material respect the costs toassuming due authorization, or liability or obligations of, Seller in execution and delivery by Purchaser) is a manner not otherwise provided for herein).valid and legally binding

Seller Deliveries. At Closing Seller shall deliver to Buyer the following: (a) A Purchaser, duly executed xxxx of sale, assignment and assumption agreement sworn as applicable (“Assignment and Assumption Agreement”1) from Seller with respect to the tangible and intangible personal property included in the Property (including the Existing Lease and Service Agreements) a limited warranty deed in the form of Exhibit “G” (B conveying insurable title to Purchaser subject only to the extent Seller is only conveying a Designated Portion, Seller shall only convey the respective Designated Percentage in such tangible and intangible personal property); (b) A duly executed certificate of Seller Permitted Encumbrances (the “Seller Closing CertificateDeed”); (2) counterparts of a Xxxx of Sale and Assignment for the applicable Personalty (the “Bills of Sale”) in the form of Exhibit C, if any, (3) counterparts of an Assignment and Assumption of Leases (the “H” updating the representations and warranties contained in Section 7.1 hereof to the Closing Date and noting any changes thereto; (cAssignments of Leases”) A duly executed certificate of “non-foreign” status in the form of Exhibit “I” from Seller D, (4) counterparts of an Assignment and any required state withholding or non-foreign status certificate; (d) On the first Closing DateAssumption of Contracts, a duly executed tenancy in common agreement Warranties and Guaranties, and Other Intangible Property (the “TIC AgreementAssignments of Contracts”) from Seller in the form of Exhibit “J”; E, (e5) On the first Closing Date, a duly executed memorandum of the tenancy in common agreement (the “Memorandum of TIC Agreement”) from Seller certificate in the form of Exhibit F and otherwise complying with the requirements Section 1445 of the Internal Revenue Code of 1986, (6) a standard Owner’s Affidavit sufficient to permit the title company to remove the standard exceptions from the title policy, including the “Kgap”; , mechanics liens, and parties in possession other than the tenants shown on the Rent Roll, (f7) Evidence reasonably satisfactory an updated, certified Rent Roll dated no earlier than three (3) business days prior to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (g) On the final Closing Date, (8) evidence that the existing management contract related to the extent they are then in Seller’s possessionProperty has been terminated, (9) authority documents and have not theretofore been delivered to Buyer: (i) any plans and specifications for all Improvements on certified resolutions approving the Property; (ii) all unexpired warranties and guarantees which Seller has received in connection with any work or services performed with respect to, or equipment installed in, the improvements on the Property; (iii) all keys and other access control devices for all improvements on the Property; (iv) all documents of Seller relating to the Property; (v) originals sale of the Existing Lease Property and of authorizing the necessary parties to execute and deliver any correspondence or other documents amending the provisions thereof; and (vi) originals of all service agreements that will remain in effect after the Final Closing and all correspondence and records relating closing documents to effectuate the on-going operations (including tenant xxxxxxxx) and maintenance closing of the Property. In additionsale transaction for and on behalf of the Seller, Seller shall direct its property management company(10) counterparts of a letter to each tenant under the Leases substantially in the form attached hereto as Exhibit I informing them of the sale of the Property to Purchaser (the “Tenant Letter”), if any, to deliver any documents or other files of Seller which are reasonably related to such on-going operations (11) usual and which are in such management company’s possession to Buyer at the Final Closing; and (h) Such additional documents customary affidavits and certifications as may be reasonably required by Buyer Purchaser, Purchaser’s counsel and/or the title insurance company, (12) all permits, licenses, and Title Company approvals, as-built drawings, plans and specifications, and guaranties and warranties, (13) all original Leases and lease files, (14) all keys and lock combinations in order Seller’s possession or control to consummate all locks on the transactions hereunder Improvements, (provided 15) originals of any continuing Property Agreement, or, if originals are not in Seller’s possession or control, true and complete copies thereof certified as such by Seller, (16) all non-proprietary books, records and other documents, databases, computer files and other intangible property in the possession or control of Seller and material to Purchaser’s ownership or operation of the Improvements, including Tenant correspondence and credit files, (17) an Assignment and Assumption of Ground Lease with respect to the Pool Amenity Ground Lease, the form of which is attached hereto as Exhibit K, (18) a date down of Seller’s representations and warranties effective as of Closing (“Bring Down Letter”), and (19) a statement from Seller’s Broker acknowledging payment in full of all amounts due to it in connection with the transaction contemplated hereby or evidence (including a closing statement) that the same do not increase in any material respect the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein)shall be paid at Closing.

Seller Deliveries. At the Closing, Seller shall deliver to Buyer the followingPurchaser: (a) A duly executed xxxx of sale, assignment and assumption agreement (“Assignment and Assumption Agreement”) from Seller with respect to the tangible and intangible personal property included Deeds in the Property (including the Existing Lease and Service Agreements) in substantially the form of Exhibit “G” Schedule 3.6(a) (except as otherwise required by local state law), pursuant to which the extent Seller is only conveying a Designated PortionOwned Real Property shall be transferred to Purchaser "AS IS", Seller shall only convey "WHERE IS" and with all faults (the respective Designated Percentage in such tangible and intangible personal property"Grant Deeds"); (b) A duly executed certificate xxxx of Seller (the “Seller Closing Certificate”) sale in substantially the form of Exhibit “H” updating Schedule 3.6(b) (except as otherwise required by local state law), pursuant to which the representations Personal Property shall be transferred to Purchaser "AS IS", "WHERE IS" and warranties contained in Section 7.1 hereof to the Closing Date and noting any changes theretowith all faults; (c) A duly executed certificate of “non-foreign” status An assignment and assumption agreement in substantially the form of Exhibit “I” from Seller Schedule 3.6(c) (except as otherwise required by local state law), with respect to the Liabilities (the "Assignment and any required state withholding or non-foreign status certificateAssumption Agreement"); (d) On the first Closing Date, a duly executed tenancy Lease assignment and assumption agreements in common agreement (the “TIC Agreement”) from Seller in substantially the form of Exhibit “J”Schedule 3.6(d) (except as otherwise required by local state law) with respect to each of the Branch Leases (the "Lease Assignments"); (e) On Subject to the first Closing Dateprovisions of Section 7.4, a duly executed memorandum such consents of landlords under the Branch Leases, as shall be required pursuant to the terms of such Branch Leases, to the assignment of the tenancy Branch Leases to Purchaser in common agreement (the “Memorandum of TIC Agreement”) from Seller in substantially the form of Exhibit “K”Schedule 3.6(e) (except as otherwise required by local state law), (the "Landlord Consents"); (f) Evidence reasonably satisfactory Subject to Buyer and Title Company respecting the due organization provisions of Seller Section 7.4, such consents as shall be required pursuant to the terms of the Tenant Leases and the due authorization and execution of this Agreement and Personal Property Leases in connection with the documents required assignments thereof to be delivered hereunderPurchaser; (g) On An Officer's Certificate in substantially the final form of Schedule 3.6(g); (h) An opinion of Seller's in-house counsel, dated the Closing Date, in form and substance reasonably satisfactory to Purchaser substantially to the extent they are then in Seller’s possession, and have not theretofore been delivered to Buyereffect that: (i) any plans Seller is a national banking association, duly organized and specifications for all Improvements on validly existing under the Property; (ii) all unexpired warranties and guarantees which Seller has received in connection with any work or services performed with respect to, or equipment installed in, the improvements on the Property; (iii) all keys and other access control devices for all improvements on the Property; (iv) all documents of Seller relating to the Property; (v) originals laws of the Existing Lease United States, with all requisite corporate power and of any correspondence or other documents amending the provisions thereof; authority to execute, deliver and (vi) originals of all service agreements that will remain in effect after the Final Closing and all correspondence and records relating to the on-going operations (including tenant xxxxxxxx) and maintenance of the Property. In addition, Seller shall direct its property management company, if any, to deliver any documents or other files of Seller which are reasonably related to such on-going operations and which are in such management company’s possession to Buyer at the Final Closing; and (h) Such additional documents as may be reasonably required by Buyer and Title Company in order to consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein).perform this Agreement;

Seller Deliveries. The Seller shall deliver have delivered (or caused to Buyer be delivered) to the Purchaser each of the following: (a) A duly i. a certificate, executed xxxx by the Seller, dated as of sale, assignment and assumption agreement (“Assignment and Assumption Agreement”) from Seller with respect to the tangible and intangible personal property included in the Property (including the Existing Lease and Service Agreements) in the form of Exhibit “G” (to the extent Seller is only conveying a Designated Portion, Seller shall only convey the respective Designated Percentage in such tangible and intangible personal property); (b) A duly executed certificate of Seller (the “Seller Closing Certificate”) in the form of Exhibit “H” updating the representations and warranties contained in Section 7.1 hereof to the Closing Date stating that the preconditions specified in Sections 7.2(a), 7.2(b), 7.2(c) and noting any changes thereto; (c7.2(e) A duly executed certificate of “non-foreign” status have been satisfied, in the form of Exhibit “I” from Seller and any required state withholding or non-foreign status certificate; (d) On the first Closing Date, a duly executed tenancy in common agreement (the “TIC Agreement”) from Seller in the form of Exhibit “J”; (e) On the first Closing Date, a duly executed memorandum of the tenancy in common agreement (the “Memorandum of TIC Agreement”) from Seller in the form of Exhibit “K”; (f) Evidence substance reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunderPurchaser; ii. a certification by the Company that the issued shares of the AdColony, Inc. are not “United States real property interests” as defined in Section 897(c) of the Code, prepared in accordance with the Treasury Regulations under Sections 897 and 1445 of the Code (g) On the final Closing Date, in a form reasonably acceptable to the extent they are then in Purchaser for purposes of satisfying the Purchaser’s obligations under Treasury Regulations Section 1.1445-2(c)(3)), validly executed by a duly authorized officer of the Company; iii. a copy of the Funds Flow, duly executed by the Seller’s possession; iv. payoff letters, and have not theretofore been delivered to Buyerduly executed by each Closing Indebtedness Holder, which shall include: (i) any plans and specifications for all Improvements the aggregate amount required to be paid to such Closing Indebtedness Holder on the PropertyClosing Date in order to fully discharge all obligations with respect to all Indebtedness owed by the Company and its Subsidiaries to such Closing Indebtedness Holder, and the wire transfer information for such payment (the “Payoff Amount”); (ii) in the event such Indebtedness is secured, an obligation by the Closing Indebtedness Holder to release all unexpired warranties Liens related to such Indebtedness following its receipt of the Payoff Amount; and guarantees which Seller has received in connection with any work or services performed with respect to, or equipment installed in, the improvements on the Property; (iii) all keys and other access control devices for all improvements on a grant of authority by the Property; (iv) all documents of Seller relating Closing Indebtedness Holder to the Property; (v) originals Purchaser to make any filings to release all such liens; v. duly executed letters of resignation, effective as of the Existing Lease and of any correspondence or other documents amending the provisions thereof; and Closing Date, from those individuals to be identified to Seller by Purchaser in writing at least five (vi5) originals of all service agreements that will remain in effect after the Final Closing and all correspondence and records relating Business Days prior to the on-going operations (including tenant xxxxxxxx) Closing, in form and maintenance substance reasonably satisfactory to the Purchaser; vi. against payment of the Property. In additionClosing Payment Amount, Seller shall direct its property management company, if any, to deliver any documents or other files an updated shareholder register of Seller which are reasonably related to such on-going operations and which are in such management company’s possession to Buyer at the Final ClosingCompany signed by the chairperson of the Board of Directors of the Company representing the Purchaser as the registered owner of the Company Securities; and (h) Such additional documents as may be reasonably required by Buyer and Title Company in order to consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein).

Seller Deliveries. At Closing Seller shall deliver to Buyer the following: (a) A Purchaser, duly executed xxxx of sale, assignment and assumption agreement sworn as applicable (“Assignment and Assumption Agreement”1) from Seller with respect to the tangible and intangible personal property included in a limited warranty deed for the Property (including the Existing Lease and Service Agreements) in the form of Exhibit “G” (B conveying insurable title to the extent Seller is only conveying Property to Purchaser subject to the Permitted Encumbrances; (2) counterparts of a Designated Portion, Seller shall only convey Xxxx of Sale for the respective Designated Percentage in such tangible and intangible personal property); (b) A duly executed certificate of Seller Property for the applicable Personalty (the “Seller Closing CertificateBills of Sale”) in the form of Exhibit C, (3) counterparts of an Assignment and Assumption of Leases for the Property (the “H” updating Assignments of Leases”) in the form of Exhibit D, (4) counterparts of an Assignment and Assumption of Contracts, Warranties and Guaranties, and Other Intangible Property for the Property (the “Assignments of Contracts”) in the form of Exhibit E, (5) in the event that there is a Tenant, a notice to each Tenant (“Tenant Notices”) of the sale of the Property in the form of Exhibit F, (6) a certificate in the form of Exhibit G and otherwise complying with the requirements Section 1445 of the Internal Revenue Code of 1986 as amended; (7) estoppel certificates from any then existing Tenants in substantially the form of Exhibit H (such Tenant estoppel certificates to be delivered to Purchaser at least five (5) business days before the Closing); (8) a certificate from Seller certifying to Purchaser that all of Seller’s representations and warranties contained in Section 7.1 hereof 6(a) are true and correct in all material respects as of the Closing; (9) if the Property is located within a planned unit development governed by a declaration of covenants, conditions and restrictions (“CCRs”), an estoppel certificate addressed to Purchaser from the declarant or property owner’s association having jurisdiction over the Property indicating that (i) no fees or assessments levied against the Property or the Improvements pursuant to the Closing Date and noting any changes thereto; CCRs are unpaid, (cii) A duly executed certificate of “non-foreign” status in to the form of Exhibit “I” from Seller and any required state withholding or non-foreign status certificate; (d) On the first Closing Date, a duly executed tenancy in common agreement (the “TIC Agreement”) from Seller in the form of Exhibit “J”; (e) On the first Closing Date, a duly executed memorandum knowledge of the tenancy certifying party, the Property and the Improvements are not in common agreement violation of the CCRs and (iii) any right of first refusal or first offer under the CCRs has been waived with respect to the transaction contemplated by this Agreement; (10) all title affidavits, “Memorandum gap” indemnities, certificates and other documents reasonably requested of TIC Agreement”) from Seller in by the form of Exhibit “K”; (f) Evidence reasonably satisfactory to Buyer and Title Company respecting to issue the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (g) On the final Closing Date, Title Policies subject only to the extent they are then Permitted Encumbrances; (11) all keys, codes, combinations, and other similar items necessary for the operation of the Improvements, in Seller’s possession, and have not theretofore been delivered to Buyer: (i) any plans and specifications for all Improvements on the Propertypossession or control; (ii12) all unexpired warranties and guarantees which Seller has received in connection with any work or services performed with respect to, or equipment installed in, the improvements on the Property; (iii) all keys and other access control devices for all improvements on the Property; (iv) all documents of Seller relating to the Property; (v) originals original counterparts of the Existing Lease and of any correspondence or other documents amending the provisions thereof; and (vi) originals of all service agreements that will remain in effect after the Final Closing and all correspondence and records relating to the on-going operations (including tenant xxxxxxxx) and maintenance of the Property. In addition, Seller shall direct its property management companyLeases, if any; (13) for each mortgage/deed of trust to be assumed by Purchaser, an executed counterpart of the assumption document(s) together with all certificates, opinions and instruments required by the lender of the existing mortgagor/grantor as a condition to deliver any documents or other files the assumption of Seller which are reasonably related to such on-going operations the underlying indebtedness, together with written confirmation of the amount of principal and which are in such management company’s possession to Buyer at interest outstanding on the Final ClosingClosing Date; and (h14) Such additional documents usual and customary good standing certificates, affidavits and certifications as may be reasonably required by Buyer Purchaser, Purchaser’s counsel and/or the Title Company; (15) all records, leases, agreements, correspondence, receipts for deposits, unpaid bills and Title Company other documents maintained on behalf of Seller with respect to the management, leasing, operation, repair and maintenance of the Property (not including the items specifically excluded in Section 1(b) hereof; and (16) such other documents and instruments as Purchaser may reasonably request in order to consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein)transaction contemplated hereby.

Seller Deliveries. Seller shall deliver the following to Buyer Title Company on or before the following:Closing Date (and, upon closing, Title Company shall deliver the same to Buyer): (a) A duly executed xxxx and acknowledged bxxx of sale, assignment and assumption agreement (“"Bxxx of Sale, Assignment and Assumption Agreement”) from Seller with respect to the tangible and intangible personal property included in the Property (including the Existing Lease and Service Agreements") in the form of Exhibit “G” (to the extent Seller is only conveying "F" attached hereto and made a Designated Portion, Seller shall only convey the respective Designated Percentage in such tangible and intangible personal property)part hereof; (b) A duly executed certificate of Seller (the “"Seller Closing Certificate”") in the form of Exhibit “H” updating reaffirming the representations and warranties contained in Section 7.1 paragraph 7A hereof to the Closing Date and noting any changes thereto, together with any Seller Estoppel Certificate which may be required pursuant to paragraph 4C hereof; (c) A duly Duly executed certificate and acknowledged certificates regarding the "non- foreign" status of “non-foreign” status in the form of Exhibit “I” from Seller satisfying both federal and any required state withholding or non-foreign status certificatelaw requirements; (d) On A notice to the first Closing Date, a duly executed tenancy tenants ("Tenant Notice") signed by Seller advising them of the sale in common agreement (the “TIC Agreement”) from form reasonably satisfactory to Seller in the form of Exhibit “J”and Buyer; (e) On To the first Closing Dateextent in Seller's possession or control, a duly executed memorandum originals of all Leases, "Service Agreements" (as hereinafter defined), plans and specifications, tenant files, invoices, bxxxxxxx and other similar books and records necessary for the continued operation of the tenancy in common agreement Property, licenses, permits, certificates of occupancy, certificates of insurance from any tenants, and keys tagged for identification, to the extent the foregoing relate to the Property (such delivery being made by causing such items to be retained at the “Memorandum of TIC Agreement”) from Seller in the form of Exhibit “K”Property); (f) Evidence reasonably satisfactory to Buyer and Title Company respecting If requested by Buyer, an executed assignment of Seller's rights under any of the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (g) On the final Closing DatePermitted Exceptions, to the extent they such rights are then assignable, such assignment being in Seller’s possession, and have not theretofore been delivered to Buyer: (i) any plans and specifications for all Improvements on the Property; (ii) all unexpired warranties and guarantees which Seller has received in connection with any work or services performed with respect to, or equipment installed in, the improvements on the Property; (iii) all keys and other access control devices for all improvements on the Property; (iv) all documents of Seller relating to the Property; (v) originals of the Existing Lease and of any correspondence or other documents amending the provisions thereof; and (vi) originals of all service agreements that will remain in effect after the Final Closing and all correspondence and records relating to the on-going operations (including tenant xxxxxxxx) and maintenance of the Property. In addition, Seller shall direct its property management company, if any, to deliver any documents or other files of Seller which are reasonably related to such on-going operations and which are in such management company’s possession to Buyer at the Final Closing; and (h) Such additional documents as may be reasonably required by Buyer and Title Company in order to consummate the transactions hereunder (provided substantially the same do not increase in any material respect form as the costs to, or liability or obligations of, Seller in a manner not otherwise provided for hereinAssignment and Assumption Agreement (and being herein called the "Additional Assignment and Assumption Agreement").;

Seller Deliveries. At Closing Seller shall deliver to Buyer the followingdeliver: (a) A duly executed xxxx of sale, assignment and assumption agreement limited warranty deed (“Assignment and Assumption Agreement”) from Seller with respect to the tangible and intangible personal property included in the Property (including the Existing Lease and Service Agreements) in the form of Exhibit “G” (to the extent Seller is only conveying a Designated Portion, Seller shall only convey the respective Designated Percentage in such tangible and intangible personal property); (b) A duly executed certificate of Seller (the “Seller Closing Certificate”) in the form of Exhibit “H” updating the representations and warranties contained in Section 7.1 hereof to the Closing Date and noting any changes thereto; (c) A duly executed certificate of “non-foreign” status in the form of Exhibit “I” from Seller and any required state withholding or non-foreign status certificate; (d) On the first Closing Date, a duly executed tenancy in common agreement (the “TIC AgreementWarranty Deed”) from Seller in the form attached hereto as Exhibit 8.1(a); (b) If requested by Buyer, a quit claim deed (“Quit Claim Deed”) in the form attached hereto as Exhibit 8.1(b) conveying the Real Property to Buyer pursuant to the legal description set forth on the Survey; (c) Originals, if available, or if not, true copies of the Leases and Contracts; (d) An Assignment and Assumption of Leases from Seller in the form attached hereto as Exhibit 8.1(d) (the “JAssignment of Leases”); (e) On the first Closing Date, a duly executed memorandum A quitclaim xxxx of the tenancy in common agreement (the “Memorandum sale or assignment of TIC Agreement”) all Personal Property from Seller in the form of attached hereto as Exhibit “K”8.1(e); (f) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunderAn updated Rent Roll certified by Seller; (g) On the final Closing DateTenant Estoppel Letters obtained by Seller, to the extent they are then in Seller’s possession, and have if not theretofore been already delivered to Buyer: , which must include those from all Major Tenants and seventy five percent (i75%) any plans and specifications for all Improvements on the Property; (ii) all unexpired warranties and guarantees which Seller has received in connection with any work or services performed with respect to, or equipment installed in, the improvements on the Property; (iii) all keys and other access control devices for all improvements on the Property; (iv) all documents of Seller relating to the Property; (v) originals by number of the Existing Lease and of any correspondence or other documents amending the provisions thereof; and (vi) originals of all service agreements that will remain in effect after the Final Closing and all correspondence and records relating to the on-going operations (including tenant xxxxxxxx) and maintenance of tenants who have signed Leases for the Property. In additionthe event that one or more of the required Tenant Estoppel Letters for any of the tenants other than the Major Tenants is not delivered at least three (3) business days prior to Closing, the Seller shall direct its property management companyhave the right, if anyin fulfillment of this condition, to deliver a Landlord Estoppel Letter in the form attached hereto as Exhibit 8.1(g) (“Landlord Estoppel Letter”). If Seller delivers a Landlord Estoppel Letter for any documents tenant and within ninety (90) days thereafter delivers a Tenant Estoppel Letter from such tenant in form required herein and containing the same provisions as are included in the Landlord Estoppel Letter, Seller will be released from any and all liabilities and obligations thereafter accruing under such Landlord Estoppel Letter. In the event Seller shall be unable to deliver a Tenant Estoppel Letter for any one or other files more of the Major Tenants, any Tenant Estoppel letter indicates any valid claim of default by Seller, as landlord, under the respective lease which is not cured on or before the Closing Date and/or any Tenant Estoppel Letter materially conflicts with the terms of the respective lease, then, Buyer shall have the right, upon notice thereof to Seller, to terminate this Agreement, in which event, the Xxxxxxx Money Deposit shall be returned to the Buyer and the parties shall have no further rights or obligations under this Agreement (except those indemnity and insurance obligations that specifically survive termination). In the event that Buyer shall not reject and any Tenant Estoppel so executed by the applicable tenant within seven (7) days after receipt thereof from Seller, the same shall be deemed accepted by Buyer; (h) An owner’s affidavit in the form attached hereto as Exhibit 8.1(h); (i) Resolutions or affidavits of Seller which authorizing the transaction described herein; (j) All keys and other means of access to the Improvements in the possession of Seller or its agents, or if the Improvements are reasonably related accessed by a master key, Buyer shall be responsible for re-keying such Improvements; (k) Letters to such on-going operations tenants signed by Seller notifying the tenants of the acquisition of the Property by Buyer and which are in such management company’s possession directing the tenants to pay all rents and other sums to Buyer at from and after the Final ClosingClosing Date; and (hl) Such additional other documents as may be reasonably required by Buyer and the Title Company in order may reasonably request to consummate effect the transactions hereunder (provided the same do not increase in any material respect the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein)transaction contemplated by this Agreement.