Common use of Seller Clause in Contracts

Seller. At the Closing, Seller shall deliver, or cause to be delivered, to the Title Company for recording or delivery to Purchaser, as applicable, each of the following items: (i) A standard Texas form Owner Policy of Title Insurance dated no earlier than the date of the filing of the Deed described in Section 8.2(a)(ii) hereof, issued by the Title Company for the benefit of and at the expense of Purchaser, and insuring Purchaser's title in the amount of the Purchase Price, subject only to the Permitted Exceptions (the "Title Policy"). (ii) A Special Warranty Deed (the "Deed") duly executed and acknowledged by Seller in the form attached hereto as Exhibit B and made a part hereof for all purposes sufficient to convey to Purchaser good and indefeasible title to the Land and Improvements free and clear of all liens and encumbrances except for the Permitted Exceptions. (iii) An Assignment and Assumption of Leases and Commission Agreements (the "Assignment of Leases") duly executed and acknowledged by Seller in the form attached hereto as Exhibit C and made a part hereof for all purposes. (iv) A Blanket Conveyance, Xxxx of Sale and Assignment ("Xxxx of Sale") duly executed by Seller in the form attached hereto as Exhibit D and made a part hereof for all purposes. (v) The Estoppel Certificates as required pursuant to Section 7.3 hereof. (vi) All original Tenant Leases that are in Seller's possession together with letters addressed to the Tenants of the Property (the "Notice Letters") in the form attached hereto as Exhibit G and made a part hereof for all purposes, or in such other form as may be mutually agreed upon by Seller and Purchaser, duly executed by Seller. (vii) Original counterparts of all Service Contracts that are in Seller's possession and which are to be assumed by Purchaser, together with letters addressed to the service providers thereunder in the form attached hereto as Exhibit G-2 (the "Service Contract Notice Letters"), duly executed by Seller. (viii) A Non-Foreign Affidavit in the form attached hereto as Exhibit E and made a part hereof for all purposes, duly executed by Seller. (ix) All amounts owing to Purchaser by Seller under Article IX hereof. (x) Evidence satisfactory to Purchaser and the Title Company that the person or persons executing this Contract and the closing documents on behalf of Seller have full right, power and authority to do so. (xi) Other items reasonably requested by the Title Company for the sale of the Property in accordance with this Contract or for administrative requirements for consummating the Closing. (xii) Originals of all Existing Loan Documents (other than the note) in the possession of Seller. (xiii) Evidence of termination of all Service Contracts and Commission Agreements not being assumed by Purchaser at Closing. (xiv) An updated Rent Roll certified by Seller as being true, accurate and complete as of the Closing Date in the same format as Schedule 5.3(a) hereto. (xv) An original of a closing statement prepared by the Title Company setting forth the Purchase Price and the closing adjustments and prorations. (xvi) A Designation of Person Responsible for Tax Reporting under Internal Revenue Code Section 6045 designating the Title Company as the party responsible for making the returns required under Internal Revenue Code Section 6045. (xvii) Keys to all locks at the Property. (xviii) An original Assumption, Consent and Modification Agreement (the "Assumption Agreement") and an Estoppel Certificate from Existing Lender consenting to the transfer of the Property, confirming the assumption and modification of the Existing Loan and confirming that Seller is not in default under the Existing Loan Documents, all in form and substance reasonably satisfactory to Purchaser. (xix) Evidence that Broker (hereinafter defined) has or will be paid at Closing the brokerage commissions referred to in Section 11.1 hereof. (xx) A management agreement for the Property and all of the properties under the Dependent Contracts executed by Xxxxxxx Commercial Management, Inc. in form and substance reasonably acceptable to Purchaser and Xxxxxxx Commercial Management, Inc. (the "Management Agreement"), which Management Agreement shall have a term of one year, be terminable by Purchaser after six months without cause or premium, have a management fee of five percent (5%), pay standard leasing commissions and require Purchaser to pay $300,000 to such manager for use exclusively as bonuses to employees of such manager that are dedicated to property level services including, without limitation, accounting and leasing services, with no more than $150,000 of such bonuses being paid prior to the date that is six months after the Closing, provided, however, if Purchaser acquires less than all of the properties under this Contract and the Dependent Contracts pursuant to Section 14.1(f) hereof, then Purchaser shall be entitled to reduce such $300,000 figure on a pro rata basis based upon the purchase prices of the properties not acquired under this Contract and the Dependent Contracts to the aggregate purchase prices of all of the properties under this Contract and the Dependent Contracts.

Seller. At the Closing, Seller shall deliver, or cause to be delivered, to the Title Company for recording or delivery to Purchaser, as applicable, each of the following items: (i) A standard Texas form Owner Policy of Title Insurance dated no earlier than the date of the filing of the Deed described in Section 8.2(a)(ii) hereof, issued by the Title Company for the benefit of and at the expense of Purchaser, and insuring Purchaser's title in the amount of the Purchase Price, subject only to the Permitted Exceptions (the "Title Policy"). (ii) A Special Warranty Deed (the "Deed") duly executed and acknowledged by Seller in the form attached hereto as Exhibit B and made a part hereof for all purposes sufficient to convey to Purchaser good and indefeasible title to the Land and Improvements free and clear of all liens and encumbrances except for the Permitted Exceptions. (iii) An Assignment and Assumption of Leases and Commission Agreements (the "Assignment of Leases") duly executed and acknowledged by Seller in the form attached hereto as Exhibit C and made a part hereof for all purposes. (iv) A Blanket Conveyance, Xxxx of Sale and Assignment ("Xxxx of Sale") duly executed by Seller in the form attached hereto as Exhibit D and made a part hereof for all purposes. (v) The Estoppel Certificates as required pursuant to Section 7.3 hereof. (vi) All original Tenant Leases that are in Seller's possession together with letters addressed to the Tenants of the Property (the "Notice Letters") in the form attached hereto as Exhibit G and made a part hereof for all purposes, or in such other form as may be mutually agreed upon by Seller and Purchaser, duly executed by Seller. (vii) Original counterparts of all Service Contracts that are in Seller's possession and which are to be assumed by Purchaser, together with letters addressed to the service providers thereunder in the form attached hereto as Exhibit G-2 (the "Service Contract Notice Letters"), duly executed by Seller. (viii) A Non-Foreign Affidavit in the form attached hereto as Exhibit E and made a part hereof for all purposes, duly executed by Seller. (ix) All amounts owing to Purchaser by Seller under Article IX hereof. (x) Evidence satisfactory to Purchaser and the Title Company that the person or persons executing this Contract and the closing documents on behalf of Seller have full right, power and authority to do so. (xi) Other items reasonably requested by the Title Company for the sale of the Property in accordance with this Contract or for administrative requirements for consummating the Closing. (xii) Originals of all Existing Loan Documents (other than the note) in the possession of Seller. (xiii) Evidence of termination of all Service Contracts and Commission Agreements not being assumed by Purchaser at Closing. (xivxiii) An updated Rent Roll certified by Seller as being true, accurate and complete as of the Closing Date in the same format as Schedule 5.3(a) hereto. (xvxiv) An original of a closing statement prepared by the Title Company setting forth the Purchase Price and the closing adjustments and prorations. (xvixv) A Designation of Person Responsible for Tax Reporting under Internal Revenue Code Section 6045 designating the Title Company as the party responsible for making the returns required under Internal Revenue Code Section 6045. (xviixvi) Keys to all locks at the Property. (xviii) An original Assumption, Consent and Modification Agreement (the "Assumption Agreement") and an Estoppel Certificate from Existing Lender consenting to the transfer of the Property, confirming the assumption and modification of the Existing Loan and confirming that Seller is not in default under the Existing Loan Documents, all in form and substance reasonably satisfactory to Purchaser. (xixxvii) Evidence that Broker (hereinafter defined) has or will be paid at Closing the brokerage commissions referred to in Section 11.1 hereof. (xxxviii) A management agreement for the Property and all of the properties under the Dependent Contracts executed by Xxxxxxx Commercial Management, Inc. in form and substance reasonably acceptable to Purchaser and Xxxxxxx Commercial Management, Inc. (the "Management Agreement"), which Management Agreement shall have a term of one year, be terminable by Purchaser after six months without cause or premium, have a management fee of five percent (5%), pay standard leasing commissions and require Purchaser to pay $300,000 to such manager for use exclusively as bonuses to employees of such manager that are dedicated to property level services including, without limitation, accounting and leasing services, with no more than $150,000 of such bonuses being paid prior to the date that is six months after the Closing, provided, however, if Purchaser acquires less than all of the properties under this Contract and the Dependent Contracts pursuant to Section 14.1(f) hereof, then Purchaser shall be entitled to reduce such $300,000 figure on a pro rata basis based upon the purchase prices of the properties not acquired under this Contract and the Dependent Contracts to the aggregate purchase prices of all of the properties under this Contract and the Dependent Contracts.

Seller. At (a) The Seller is a corporation duly organized, validly existing, and in good standing under the ClosingLaws of the State of Delaware. The Seller is duly qualified to do business and is in good standing in each jurisdiction where such qualification is necessary. The Seller has the power to enter into and perform this Agreement and all other agreements, documents and instruments relating to this Agreement (the “Ancillary Documents”) and to consummate the transactions contemplated by this Agreement and the Ancillary Documents. (b) The execution, delivery, and performance of this Agreement and the Ancillary Documents by the Seller, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary action on the part of the Seller. This Agreement has been duly executed and delivered by the Seller shall deliver, or cause (and all documents required to be deliveredexecuted and delivered by the Seller at Closing shall be duly executed and delivered by the Seller), to and this Agreement constitutes, and at the Title Company for recording or delivery to PurchaserClosing such documents shall constitute, as applicable, each the valid and binding obligations of the following items: Seller, enforceable in accordance with their terms except as such enforceability may be limited by (i) A standard Texas form Owner Policy of Title Insurance dated no earlier than bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating to creditors’ rights generally and (ii) equitable defenses at the date discretion of the filing of court before which any Legal Proceeding therefor may be brought (clauses (i) and (ii) collectively, the Deed described in Section 8.2(a)(ii) hereof, issued by the Title Company for the benefit of “Bankruptcy and at the expense of Purchaser, and insuring Purchaser's title in the amount of the Purchase Price, subject only to the Permitted Exceptions (the "Title Policy"Equity Exceptions”). (c) Except as set forth on Schedule 3.1(c), the execution, delivery and performance of this Agreement and the Ancillary Documents by the Seller and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) violate the applicable governing documents of the Seller; (ii) A Special Warranty Deed (violate any applicable Law or, except as required by the "Deed") duly executed and acknowledged HSR Act, require any consent or other action by Seller in the form attached hereto as Exhibit B and made a part hereof for all purposes sufficient to convey to Purchaser good and indefeasible title to the Land and Improvements free and clear of all liens and encumbrances except for the Permitted Exceptions. Governmental Authority; (iii) An Assignment and Assumption to the extent not relating to Indebtedness that has been or will at or prior to Closing be satisfied pursuant to Section 7.3(b), constitute a default under, or give rise to any right of Leases and Commission Agreements (termination, cancellation or acceleration of any right or obligation of the "Assignment Seller or to a loss of Leases") duly executed and acknowledged by any benefit to which the Seller in is entitled under any provision of any material Contract, note, bond, mortgage, indenture, or other financing instrument binding upon the form attached hereto as Exhibit C and made a part hereof for all purposes. Seller; or (iv) A Blanket Conveyance, Xxxx of Sale and Assignment ("Xxxx of Sale") duly executed by Seller result in the form attached hereto as Exhibit D and made creation or imposition of any Lien (other than a part hereof for all purposes. (vPermitted Lien) The Estoppel Certificates as required pursuant to Section 7.3 hereof. (vi) All original Tenant Leases that are in Seller's possession together with letters addressed to the Tenants on any material asset of the Property (the "Notice Letters") in the form attached hereto as Exhibit G and made a part hereof for all purposes, or in such other form as may be mutually agreed upon by Seller and Purchaser, duly executed by Seller. (viid) Original counterparts There are no actions, suits, or Legal Proceedings pending or threatened in writing before any Governmental Authority or arbitrator against the Seller or any of all Service Contracts that are in Seller's possession and its Affiliates which are reasonably likely to be assumed by Purchaser, together with letters addressed impair or delay materially the Seller’s ability to the service providers thereunder in the form attached hereto as Exhibit G-2 (the "Service Contract Notice Letters"), duly executed by Seller. (viii) A Non-Foreign Affidavit in the form attached hereto as Exhibit E and made a part hereof for all purposes, duly executed by Seller. (ix) All amounts owing to Purchaser by Seller under Article IX hereof. (x) Evidence satisfactory to Purchaser and the Title Company that the person or persons executing this Contract and the closing documents on behalf of Seller have full right, power and authority to do so. (xi) Other items reasonably requested by the Title Company for the sale of the Property in accordance with this Contract or for administrative requirements for consummating the Closing. (xii) Originals of all Existing Loan Documents (other than the note) in the possession of Seller. (xiii) Evidence of termination of all Service Contracts and Commission Agreements not being assumed by Purchaser at Closing. (xiv) An updated Rent Roll certified by Seller as being true, accurate and complete as of the Closing Date in the same format as Schedule 5.3(a) hereto. (xv) An original of a closing statement prepared by the Title Company setting forth the Purchase Price and the closing adjustments and prorations. (xvi) A Designation of Person Responsible for Tax Reporting under Internal Revenue Code Section 6045 designating the Title Company as the party responsible for making the returns required under Internal Revenue Code Section 6045. (xvii) Keys to all locks at the Property. (xviii) An original Assumption, Consent and Modification Agreement (the "Assumption Agreement") and an Estoppel Certificate from Existing Lender consenting to the transfer of the Property, confirming the assumption and modification of the Existing Loan and confirming that Seller is not in default under the Existing Loan Documents, all in form and substance reasonably satisfactory to Purchaser. (xix) Evidence that Broker (hereinafter defined) has or will be paid at Closing the brokerage commissions referred to in Section 11.1 hereof. (xx) A management agreement for the Property and all of the properties under the Dependent Contracts executed by Xxxxxxx Commercial Management, Inc. in form and substance reasonably acceptable to Purchaser and Xxxxxxx Commercial Management, Inc. (the "Management Agreement"), which Management Agreement shall have a term of one year, be terminable by Purchaser after six months without cause or premium, have a management fee of five percent (5%), pay standard leasing commissions and require Purchaser to pay $300,000 to such manager for use exclusively as bonuses to employees of such manager that are dedicated to property level services including, without limitation, accounting and leasing services, with no more than $150,000 of such bonuses being paid prior to the date that is six months after the Closing, provided, however, if Purchaser acquires less than all of the properties perform its obligations under this Contract and the Dependent Contracts pursuant to Section 14.1(f) hereof, then Purchaser shall be entitled to reduce such $300,000 figure on a pro rata basis based upon the purchase prices of the properties not acquired under this Contract and the Dependent Contracts to the aggregate purchase prices of all of the properties under this Contract and the Dependent ContractsAgreement.

Seller. At the Closing, Seller shall deliver, or cause to be delivered, to the Title Company for recording or delivery to Purchaser, as applicable, each of the following items:items (collectively, but only to the extent of execution by Seller or its Affiliate, the “Seller Closing Deliveries”): (i) A standard Texas form Owner Policy of Title Insurance dated no earlier than the date of the filing of the Deed described in Section 8.2(a)(ii) hereof, issued by the Title Company for the benefit of and at the expense of Purchaser, and insuring Purchaser's title in the amount of the Purchase Price, subject only to the Permitted Exceptions (the "Title Policy"). (ii) A statutory Special Warranty Deed (or grant deed for the "Deed") Asset, duly executed and acknowledged by Seller in the form attached hereto as Exhibit B and made a part hereof for all purposes sufficient to convey to Purchaser good and indefeasible title to (the Land and Improvements free and clear of all liens and encumbrances except for the Permitted Exceptions“Deed”). (iiiii) An Assignment and Assumption of Tenant Leases and Commission Agreements (for the "Assignment of Leases") Asset, duly executed and acknowledged by Seller in the form attached hereto as Exhibit C and made a part hereof for all purposespurposes (the “Assignment of Leases”). (iviii) A Blanket Conveyance, Xxxx Bxxx of Sale and Assignment ("Xxxx of Sale") for the Asset, duly executed by Seller in the form attached hereto as Exhibit D and made a part hereof for all purposespurposes (the “Bxxx of Sale”) together with, within one (1) week after the Closing Date following Purchaser’s request made at or before Closing, fully executed and assignable documents necessary to evidence the transfer of title for personal property that is titled with a Governmental Body. (iv) An Assignment and Assumption Agreement for each Material Agreement. (v) The Estoppel Certificates as required pursuant to Section 7.3 hereof. (vi) All original Tenant Leases that are in Seller's possession together with letters addressed to the Tenants of the Property (the "Notice Letters") in the form attached hereto as Exhibit G and made a part hereof for all purposes, or in such other form as may be mutually agreed upon by Seller and Purchaser, duly executed by Seller. (vii) Original counterparts of all Service Contracts that are in Seller's possession and which are to be assumed by Purchaser, together with letters addressed to the service providers thereunder in the form attached hereto as Exhibit G-2 (the "Service Contract Notice Letters"), duly executed by Seller. (viii) A Non-Foreign Affidavit (Federal) in the form attached hereto as Exhibit E and made a part hereof for all purposes, duly executed by Sellerpurposes and equivalent forms required under applicable state law. (ixvi) All The Management Assumption Agreement for the Management Agreement. (vii) Termination of all Master Leases and all other agreements that Seller is expressly required to terminate pursuant to the terms of this Agreement. (viii) Any amounts owing to Purchaser by Seller under Article IX XII hereof. (x) Evidence satisfactory to Purchaser and the Title Company that the person or persons executing this Contract and the closing documents on behalf of Seller have full right, power and authority to do so. (xi) Other items reasonably requested by the Title Company for the sale of the Property in accordance with this Contract or for administrative requirements for consummating the Closing. (xii) Originals of all Existing Loan Documents (other than the note) in the possession of Seller. (xiii) Evidence of termination of all Service Contracts and Commission Agreements not being assumed by Purchaser at Closing. (xiv) An updated Rent Roll certified by Seller as being true, accurate and complete as of the Closing Date in the same format as Schedule 5.3(a) hereto. (xv) An original of a closing statement prepared by the Title Company setting forth the Purchase Price and the closing adjustments and prorations. (xvi) A Designation of Person Responsible for Tax Reporting under Internal Revenue Code Section 6045 designating the Title Company as the party responsible for making the returns required under Internal Revenue Code Section 6045. (xvii) Keys to all locks at the Property. (xviii) An original Assumption, Consent and Modification Agreement (the "Assumption Agreement") and an Estoppel Certificate from Existing Lender consenting to the transfer of the Property, confirming the assumption and modification of the Existing Loan and confirming that Seller is not in default under the Existing Loan Documents, all in form and substance reasonably satisfactory to Purchaser. (xix) Evidence that Broker (hereinafter defined) has or will be paid at Closing the brokerage commissions referred to in Section 11.1 hereof. (xx) A management agreement for the Property and all of the properties under the Dependent Contracts executed by Xxxxxxx Commercial Management, Inc. in form and substance reasonably acceptable to Purchaser and Xxxxxxx Commercial Management, Inc. (the "Management Agreement"), which Management Agreement shall have a term of one year, be terminable by Purchaser after six months without cause or premium, have a management fee of five percent (5%), pay standard leasing commissions and require Purchaser to pay $300,000 to such manager for use exclusively as bonuses to employees of such manager that are dedicated to property level services including, without limitation, accounting and leasing services, with no more than $150,000 of such bonuses being paid prior to the date that is six months after the Closing, provided, however, if Purchaser acquires less than all of the properties under this Contract and the Dependent Contracts pursuant to Section 14.1(f) hereof, then Purchaser shall be entitled to reduce such $300,000 figure on a pro rata basis based upon the purchase prices of the properties not acquired under this Contract and the Dependent Contracts to the aggregate purchase prices of all of the properties under this Contract and the Dependent Contracts.

Seller. At the Closing, Seller shall deliver, or cause to be delivered, to the Title Company for recording or delivery to Purchaser, as applicable, each of the following items: (i) A standard Texas An extended coverage form ALTA Owner Policy of Title Insurance Insurance, together with all endorsements requested by Purchaser which are legally available in the State of Washington and are available with respect to the Property, dated no earlier than the date of the filing of the Deed deed described in Section 8.2(a)(ii) hereof, issued by the Title Company for the benefit of and at the expense of PurchaserCompany, and insuring Purchaser's title in the amount of the Purchase Price, subject only to the Permitted Exceptions (the "Title Policy"). (ii) A Special Warranty Bargain and Sale Deed (the "Deed") duly executed and acknowledged by Seller in the form attached hereto as Exhibit B and made a part hereof for all purposes (with such reasonable changes thereto as may be required by the Title Company in order to comply with the laws of the State of Washington) sufficient to convey to Purchaser good and indefeasible marketable title to the Land and Improvements free and clear of all liens and encumbrances except for the Permitted ExceptionsExceptions (and none of the Permitted Exceptions shall be deemed to render title unmarketable). (iii) An Assignment and Assumption of Leases and Commission Agreements (the "Assignment of Leases") duly executed and acknowledged by Seller in the form attached hereto as Exhibit C and made a part hereof for all purposes. (iv) A Blanket Conveyance, Xxxx of Sale and Assignment ("Xxxx of Sale") duly executed by Seller in the form attached hereto as Exhibit D and made a part hereof for all purposes, to which is attached an itemized list of all material items of tangible personal property owned by Seller and attached to or used in connection with the Land or Improvements (the "Personal Property Schedule"). (v) The Estoppel Certificates and/or Seller's Certificate as required pursuant to Section 7.3 hereof. (vi) All original Tenant Leases that are in Seller's possession and copies of all Tenant Leases with respect to which Seller does not have originally executed counterparts in its possession, which shall be certified by Seller as being all Tenant Leases then in effect with respect to the Property, together with related Tenant files and records, together with letters addressed to the Tenants of the Property (the "Notice Letters") in the form attached hereto as Exhibit G and made a part hereof for all purposes, or in such other form as may be mutually agreed upon by Seller and Purchaser, duly executed by Seller. (vii) Original counterparts of all Service Contracts that are in Seller's possession and which are to be assumed by Purchaser, together with letters addressed to the service providers thereunder in the form attached hereto as Exhibit G-2 H (the "Service Contract Notice Letters"), duly executed by Seller. (viii) A Non-Foreign Affidavit in the form attached hereto as Exhibit E and made a part hereof for all purposes, duly executed by Seller. (ix) All amounts owing to Purchaser by Seller under Article IX hereof. (x) Evidence satisfactory to Purchaser and the Title Company that the person or persons executing this Contract and the closing documents on behalf of Seller have full right, power and authority to do so. (xi) A rent roll prepared with respect to the Property in the form normally prepared by Seller which shall be certified, to Seller's knowledge, as being true and correct in all material respects as of a date not more than ten (10) business days prior to Closing. (xii) Other items reasonably requested by the Title Company for the sale of the Property in accordance with this Contract or for administrative requirements for consummating the Closing. (xii) Originals of all Existing Loan Documents (other than the note) in the possession of Seller. (xiii) Evidence of termination of all Service Contracts and Commission Agreements not being assumed by Purchaser at Closing. (xiv) An updated Rent Roll certified by Seller as being true, accurate and complete as of the Closing Date in the same format as Schedule 5.3(a) hereto. (xv) An original of a closing statement prepared by the Title Company setting forth the Purchase Price and the closing adjustments and prorations. (xvi) A Designation of Person Responsible for Tax Reporting under Internal Revenue Code Section 6045 designating the Title Company as the party responsible for making the returns required under Internal Revenue Code Section 6045. (xvii) Keys to all locks at the Property. (xviii) An original Assumption, Consent and Modification Agreement (the "Assumption Agreement") and an Estoppel Certificate from Existing Lender consenting to the transfer of the Property, confirming the assumption and modification of the Existing Loan and confirming that Seller is not in default under the Existing Loan Documents, all in form and substance reasonably satisfactory to Purchaser. (xix) Evidence that Broker (hereinafter defined) has or will be paid at Closing the brokerage commissions referred to in Section 11.1 hereof. (xx) A management agreement for the Property and all of the properties under the Dependent Contracts executed by Xxxxxxx Commercial Management, Inc. in form and substance reasonably acceptable to Purchaser and Xxxxxxx Commercial Management, Inc. (the "Management Agreement"), which Management Agreement shall have a term of one year, be terminable by Purchaser after six months without cause or premium, have a management fee of five percent (5%), pay standard leasing commissions and require Purchaser to pay $300,000 to such manager for use exclusively as bonuses to employees of such manager that are dedicated to property level services including, without limitation, accounting and leasing services, with no more than $150,000 of such bonuses being paid prior to the date that is six months after the Closing, provided, however, if Purchaser acquires less than all of the properties under this Contract and the Dependent Contracts pursuant to Section 14.1(f) hereof, then Purchaser shall be entitled to reduce such $300,000 figure on a pro rata basis based upon the purchase prices of the properties not acquired under this Contract and the Dependent Contracts to the aggregate purchase prices of all of the properties under this Contract and the Dependent Contracts.

Seller. At the Closing, Seller shall deliver, or cause to be delivered, to the Title Company for recording or delivery to Purchaser, as applicable, each of the following items: (i) A standard Texas form Owner Policy of Title Insurance dated no earlier than the date special warranty deed, for each of the filing of the Deed described in Section 8.2(a)(ii) hereofOwned Real Properties, issued duly executed and acknowledged by the Title Company for the benefit of Seller subject to all exceptions and at the expense of Purchaser, and insuring Purchaser's title in the amount of the Purchase Price, subject only to the Permitted Exceptions restrictions then affecting such Owned Real Properties including any items that would be revealed by a survey (the "Title PolicyDeed(s)"). (ii) A Special Warranty Deed counterpart of an assignment and assumption of leasehold estate for each of the Leased Real Properties (the "Deed") duly executed and acknowledged by Seller in the form attached hereto as Exhibit B and made a part hereof for all purposes sufficient to convey to Purchaser good and indefeasible title to the Land and Improvements free and clear of all liens and encumbrances except for the Permitted Exceptions. (iii) An Assignment and Assumption of Leases and Commission Agreements (the "Assignment of Leases") duly executed and acknowledged by Seller assigning and transferring to Buyer all of Seller's right, title, and interest as the lessee, without warranty except as otherwise expressly set forth in the form attached hereto this Contract. (iii) Originals of all written User Contracts which are assignable, together with one counterpart of an assignment and assumption of such User Contracts ("Assignment of Contracts"), duly executed and acknowledged by Seller, whereby Seller assigns and transfers to Buyer all of Seller's right, title, and interest therein, without warranty (except as Exhibit C otherwise expressly set forth in this Contract), and made a part hereof for whereby Buyer assumes all purposesof Seller's obligations (regardless of when such obligations may have arisen) under such User Contracts. (iv) A Blanket Conveyance, Xxxx of Sale and Assignment ("Xxxx of Sale") duly executed by Seller in the form attached hereto as Exhibit D and made a part hereof for all purposes. (v) The Estoppel Certificates as required pursuant to Section 7.3 hereof. (vi) All original Tenant Leases that are in Seller's possession together with letters addressed to the Tenants counterpart of the Property (the "Notice Letters") in the form attached hereto as Exhibit G and made a part hereof for all purposes, or in such other form as may be mutually agreed upon by Seller and Purchaser, duly Purchase Price Allocation executed by Seller. (viiv) Original counterparts A counterpart of all Service Contracts that are in Seller's possession and which are a Master Antenna Site Lease ("Master Lease") whereby Buyer agrees to be assumed by Purchaser, together with letters addressed lease space on the Towers to Seller pursuant to the service providers thereunder terms of and in the form of the agreement attached hereto as Exhibit G-2 (the "Service Contract Notice LettersD"), duly executed by Seller. (viiivi) A Non-Foreign Affidavit xxxx of sale conveying to Buyer all of Seller's right, title, and interest in and to the form attached hereto as Exhibit E and made a part hereof for all purposesPersonalty, duly executed by Sellerwithout warranty. (ix) All amounts owing to Purchaser by Seller under Article IX hereof. (x) Evidence satisfactory to Purchaser and the Title Company that the person or persons executing this Contract and the closing documents on behalf of Seller have full right, power and authority to do so. (xi) Other items reasonably requested by the Title Company for the sale of the Property in accordance with this Contract or for administrative requirements for consummating the Closing. (xii) Originals of all Existing Loan Documents (other than the note) in the possession of Seller. (xiii) Evidence of termination of all Service Contracts and Commission Agreements not being assumed by Purchaser at Closing. (xiv) An updated Rent Roll certified by Seller as being true, accurate and complete as of the Closing Date in the same format as Schedule 5.3(a) hereto. (xv) An original of a closing statement prepared by the Title Company setting forth the Purchase Price and the closing adjustments and prorations. (xvivii) A Designation of Person Responsible for Tax Reporting under Internal Revenue Code Section 6045 designating the Title Company as the party responsible for making the returns required under Internal Revenue Code Section 6045. (xvii) Keys to all locks at the Property. (xviii) An original Assumption, Consent and Modification Land Lease Agreement (the "Assumption Agreement") and an Estoppel Certificate from Existing Lender consenting to the transfer of the Property, confirming the assumption and modification of the Existing Loan and confirming that Seller is not in default under the Existing Loan Documents, all in form and substance reasonably satisfactory to Purchaser. (xix) Evidence that Broker (hereinafter defined) has or will be paid at Closing the brokerage commissions referred to in Section 11.1 hereof. (xx) A management agreement for the Property and all of the properties under the Dependent Contracts executed by Xxxxxxx Commercial Management, Inc. in form and substance reasonably acceptable to Purchaser Buyer and Xxxxxxx Commercial ManagementSeller) relating to the Tyler, Inc. Texas property granting to Buyer, in exchange for a rental payment of $1.00 per month, certain non-exclusive rights to use land owned by Seller to access the Tower being conveyed to Buyer hereunder for an initial period of ten (10) years with two additional rights to extend for periods of ten (10) years each upon similar terms (the "Management Tyler Lease"). (viii) An amount of money (the "Rental Prepayment") equal to the product of (a) .11111 and (b) the sum of rents allocable to those Leased Real Properties and Owned Real Properties, as set forth on Exhibit "F" attached hereto ("Allocable Rent"), for which the Requirements (as hereinafter defined) are not satisfied prior to Closing. The Rental Prepayment shall be applied to Seller's rental obligations under the Master Lease. (ix) A counterpart of an escrow agreement pursuant to which, Seller shall escrow an amount equal to the product of (a) .88889 and (b) the sum of Allocable Rent for each Leased Real Property and each Owned Real Property for which the Requirements are not satisfied prior to Closing (the "Escrowed Funds"), with a party to be agreed upon by and between Buyer and Seller ("Escrow Agent"), to secure Seller's obligations under the Master Lease (the "Escrow Agreement"), which Management . The Escrow Agreement shall have a term of one year, be terminable by Purchaser after six months without cause or premium, have a management fee of five percent provide that the (5%), pay standard leasing commissions and require Purchaser to pay $300,000 to such manager for use exclusively as bonuses to employees of such manager that are dedicated to property level services including, without limitation, accounting and leasing services, with no more than $150,000 of such bonuses being paid prior to a) on the date that is six months after ninetieth (90th) day following the Closing, provided(1) Seller shall receive an amount equal to the product of (A) .88889 and (B) the sum of the Allocable Rent for each Leased Real Property and each Owned Real Property for which the Requirements have been satisfied and (2) Buyer shall receive an amount equal to the product of (A) .33333 and (B) the sum of the Allocable Rent for each Leased Real Property and each Owned Real Property for which the Requirements remain unsatisfied, however(b) on the first anniversary of the Closing Date, (1) Seller shall receive an amount equal to the product of (A) .55556 and (B) the sum of the Allocable Rent for each Leased Real Property and each Owned Real Property for which the Requirements have been satisfied and (2) Buyer shall receive an amount equal to the product of (A) .44444 and (B) the sum of the Allocable Rent for each Leased Real Property and each Owned Real Property for which the Requirements remain unsatisfied and (c) on the second anniversary of the Closing Date, (1) Seller shall receive an amount equal to the product of (A) .11111 and (B) the sum of the Allocable Rent for each Leased Real Property and each Owned Real Property for which the Requirements have been satisfied and (2) Buyer shall receive an amount equal to the product of (A) .11111 and (B) the sum of the Allocable Rent for each Leased Real Property and each Owned Real Property for which the Requirements remain unsatisfied. All sums released to Buyer under the Escrow Agreement shall be applied to Seller's rental obligations under the Master Lease. (x) All keys to each site, facilities, and equipment transferred to Buyer and all security and access codes, if Purchaser acquires less than all of the properties under this Contract any, applicable to each site, facilities, and the Dependent Contracts pursuant to Section 14.1(f) hereof, then Purchaser shall be entitled to reduce such $300,000 figure on a pro rata basis based upon the purchase prices of the properties not acquired under this Contract and the Dependent Contracts to the aggregate purchase prices of all of the properties under this Contract and the Dependent Contractsequipment.

Seller. At the Closing, Seller shall deliver, or cause to be delivered, to the Title Company for recording or delivery to Purchaser, as applicable, each of the following items: (i) A standard Texas form ALTA Owner Policy of Title Insurance ("Title Policy") dated no earlier than the date of the filing of the Deed deed described in Section 8.2(a)(ii) hereof, issued by the Title Company for the benefit of and at the expense of PurchaserCompany, and insuring Purchaser's title in the amount of the Purchase Price, subject only to the Permitted Exceptions (the "Title Policy"). The Title Policy shall contain, to the extent available in the State of Florida: (a) extended coverage over all general exceptions, (b) an ALTA 3.0 zoning endorsement, (c) an access endorsement, (d) a survey endorsement, (e) a legal description equivalency endorsement, (f) a contiguity endorsement, if applicable, and (g) an endorsement providing coverage over creditors' fights exceptions. (ii) A Special Warranty Deed (the "Deed") duly executed and acknowledged by Seller in the form attached hereto as Exhibit B and made a part hereof for all purposes (with such reasonable changes thereto as may be required by the Title Company in order to comply with the laws of the State of Florida) sufficient to convey to Purchaser good and indefeasible title to the Land and Improvements Property free and clear of all liens and encumbrances except for the Permitted Exceptions. (iii) An Assignment and Assumption of Leases and Commission Agreements (the "Assignment of Leases") duly executed and acknowledged by Seller in the form attached hereto as Exhibit C and made a part hereof for all purposes. (iv) A Blanket Conveyance, Xxxx Bill of Sale and Assignment ("Xxxx Bill of Sale") duly executed by Seller Xxxxer in the form attached hereto hexxxx as Exhibit D and made a part hereof for all purposes. (v) The Estoppel Certificates as required pursuant to Section 7.3 hereof. (vi) All original Tenant Leases that are in Seller's possession together with letters Letters addressed to the Tenants tenants of the Property (the "Notice Letters") in the form attached hereto as Exhibit G F and made a part hereof for all purposes, purposes or in such other form as may be mutually agreed upon by Seller and Purchaser, duly executed by Seller. (vii) Original counterparts of all Service Contracts that are in Seller's possession and which are to be assumed by Purchaser, together with letters addressed to the service providers thereunder in the form attached hereto as Exhibit G-2 (the "Service Contract Notice Letters"), duly executed by Seller. (viiivi) A Non-Foreign Affidavit in the form attached hereto as Exhibit E and made a part hereof for all purposes, duly executed by Seller. (ixvii) All amounts owing to Purchaser by Seller under Article IX hereof. (xviii) Evidence reasonably satisfactory to Purchaser and the Title Company that the person or persons executing this Contract and the closing documents on behalf of Seller have full right, power and authority to do so. (ix) Rent Roll prepared with respect to the Property in the form normally prepared by Seller which shall be certified as being true and correct in all material respects as of a date not more than five (5) business days prior to Closing. (x) A recertification of the Seller's representations and warranties as set forth in Section 6.2 above, as being true and correct in all material respects as of Closing, but such recertification shall not extend the survival period of such representations and warranties, beyond that otherwise set forth herein. (xi) Other items reasonably requested by the Title Company for the sale of the Property in accordance with this Contract or for administrative requirements for consummating the Closing. (xii) Originals of all Existing Loan Documents (other than the note) in the possession of Seller. (xiii) Evidence of termination of all Service Contracts and Commission Agreements not being assumed by Purchaser at Closing. (xiv) An updated Rent Roll certified by Seller as being true, accurate and complete as of the Closing Date in the same format as Schedule 5.3(a) hereto. (xv) An original of a closing statement prepared by the Title Company setting forth the Purchase Price and the closing adjustments and prorations. (xvi) A Designation of Person Responsible for Tax Reporting under Internal Revenue Code Section 6045 designating the Title Company as the party responsible for making the returns required under Internal Revenue Code Section 6045. (xvii) Keys to all locks at the Property. (xviii) An original Assumption, Consent and Modification Agreement (the "Assumption Agreement") and an Estoppel Certificate from Existing Lender consenting to the transfer of the Property, confirming the assumption and modification of the Existing Loan and confirming that Seller is not in default under the Existing Loan Documents, all in form and substance reasonably satisfactory to Purchaser. (xix) Evidence that Broker (hereinafter defined) has or will be paid at Closing the brokerage commissions referred to in Section 11.1 hereof. (xx) A management agreement for the Property and all of the properties under the Dependent Contracts executed by Xxxxxxx Commercial Management, Inc. in form and substance reasonably acceptable to Purchaser and Xxxxxxx Commercial Management, Inc. (the "Management Agreement"), which Management Agreement shall have a term of one year, be terminable by Purchaser after six months without cause or premium, have a management fee of five percent (5%), pay standard leasing commissions and require Purchaser to pay $300,000 to such manager for use exclusively as bonuses to employees of such manager that are dedicated to property level services including, without limitation, accounting and leasing services, with no more than $150,000 of such bonuses being paid prior to the date that is six months after the Closing, provided, however, if Purchaser acquires less than all of the properties under this Contract and the Dependent Contracts pursuant to Section 14.1(f) hereof, then Purchaser shall be entitled to reduce such $300,000 figure on a pro rata basis based upon the purchase prices of the properties not acquired under this Contract and the Dependent Contracts to the aggregate purchase prices of all of the properties under this Contract and the Dependent Contracts.

Seller. At the Closing, Seller shall deliver, deliver or cause to be delivereddelivered with respect to each Property or all of the Properties, to the Title Company for recording or delivery as applicable: (a) to Purchaser, as applicable, each of the following items: (i) A standard Texas form Owner Policy of Title Insurance dated no earlier than the date of the filing of the Deed described in Section 8.2(a)(ii) hereof, issued by the Title Company for the benefit of and at the expense of Purchaser, and insuring Purchaser's title in the amount of the Purchase Price, subject only to the Permitted Exceptions (the "Title Policy"). (ii) A Special Warranty Deed (the "Deed") duly executed and acknowledged by Seller a quit claim deed substantially in the form attached hereto as Exhibit B G-1, and made a part hereof for all purposes sufficient to convey to Purchaser good and indefeasible title to the Land Title Insurer or the appropriate authority, a real estate excise or transfer tax affidavit (or other required forms), as required by law and Improvements free and clear of all liens and encumbrances except for the Permitted Exceptions.any environmental disclosure forms, as required by law; (iiib) An Assignment and Assumption of Leases and Commission Agreements (the "Assignment of Leases") duly executed and acknowledged by Seller to Purchaser, a lead paint disclosure form in the form attached hereto as Exhibit C and made a part hereof for all purposes.G-5; ----------- (ivc) A Blanket Conveyanceto Purchaser, Xxxx an omnibus bilx xx sale and assignment and assumption of Sale leases, security deposits, service contracts and Assignment ("Xxxx of Sale") duly executed by Seller general intangibles in the form attached hereto as Exhibit D and made a part hereof for all purposes.G-2; (vd) The Estoppel Certificates to Purchaser, a letter advising tenants under the Leases of the change in management and ownership (if applicable) of the Premises and where security deposits will be held, and directing them to pay rent to Purchaser or as required pursuant Purchaser may direct (the form of same shall be prepared by Purchaser subject to Section 7.3 hereof.Seller's reasonable approval); (vie) All to Purchaser, the owner's title insurance policy (or marked-up commitment therefor) issued by the Title Insurer (and at least one other nationally recognized title insurance company(ies) that Purchaser may designate as co-insurer or reinsurer, provided however, if Purchaser designates less than two additional nationally recognized title insurance companies, Seller shall have the option to require Purchaser to designate a second national title insurance company), insuring fee simple title to the Premises in Purchaser (or Purchaser's designee, and together with a non-imputation endorsement if applicable or the Property Owner if the Interests are transferred) in the amount of the Allocated Purchase Price subject only to the Permitted Exceptions, which shall be on the 1992 ALTA Extended Coverage Owner's Policy form in states where such form of title insurance policy is available and otherwise on the form affording coverage most similar to such 1992 ALTA Extended Coverage Owner's Policy form subject to Purchaser paying not more than the standard premium for same (plus standard endorsement fees, and any co-insurance or re-insurance fees and premiums); (f) to Purchaser, all of the original Tenant (or copies if only a copy is available) Leases and written Service Contracts, and to the extent that the following are in Seller's the possession together or control of Seller or an Affiliate, any and all building plans, surveys, site plans, engineering plans and studies, utility plans, landscaping plans, development plans, specifications, drawings, marketing artwork, construction drawings, complete warranty book including all contractors and subcontractors, any tenant income certifications with letters addressed respect to the Tenants Properties covered by Bond Financings and other documentation concerning all or any part of the Property (provided, however, Seller may keep copies of any of the "Notice Letters"foregoing), provided however, at Purchaser's request, Seller will provide any of such information in electronic format, if same is in the possession or control of Seller or an Affiliate unless same is in a proprietary format of a computer program, other computer software or under a licensing agreement that Seller is not transferring; (g) to Purchaser, any transferable bonds, warranties or guaranties which are in any way applicable to the Property and in Seller's or the Affiliates' possession or control; (h) to Purchaser, a corporate resolution authorizing the sale and the execution of closing documents, and a certificate of incumbency certifying the titles and signatures of the corporate officers authorized to consummate the sale on behalf of Seller and the Affiliates, or such other reasonable evidence of Seller's or Affiliates' power and authority; (i) to Purchaser, Seller's and the Affiliates' affidavit in the form attached hereto as Exhibit G G-3 stating, under penalty of perjury, Seller's or the Affiliates' U.S. taxpayer identification number and that Seller or the Affiliate is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code; (j) to Purchaser or other entities, as applicable, all other documents reasonably required by Purchaser in order to perfect the conveyance, transfer and assignment of the Property or of the Interests to Purchaser as contemplated by this Agreement, including without limitation, any assignments of tax certiorari claims or Net Proceeds that are required pursuant to this Agreement; (k) to the extent a Property is transferred subject to the Bonds, to Purchaser, Issuer and the Trustee, such assignments related to the Bond Financing and the Bond Documents as shall be required to transfer to Purchaser all of Seller's or the Affiliate's right, title, interest and obligations with respect to the Bond Financing and the Bond Documents, which shall be made without recourse, representation or warranty (except as herein otherwise provided); (l) a part hereof for all purposesletter from EMG, or regarding the environmental and engineering reports they prepared in such other form as may be mutually agreed upon by Seller connection with this transaction that were delivered to Purchaser prior to the Closing, expressly allowing Purchaser and Purchaser, duly executed by Seller.'s affiliates and lenders to rely on such environmental and engineering reports or such reports shall be addressed to such parties; (viim) Original counterparts of all Service Contracts that are in Seller's possession and which are to be assumed by Purchasernotwithstanding the foregoing, together with letters addressed to the extent that a Property is transferred by an assignment of the Interests, then instead of the deed and an omnibus bilx xx sale and assignment and assumption of leases, security deposits, service providers thereunder contracts and general intangibles in Sections 5(B)(i)(a) and 5(B)(i)(c), an assignment of membership interests in the form attached hereto as Exhibit G-2 G-4; or delivery of the stock certificate, endorsement and/or stock power for the shares in the Property Owner, and if applicable, Seller shall have all of the directors, officers and managers resign as of the Closing Date; and (n) to Purchaser and, as applicable, to any third party lender the mezzanine loan documents (the "Service Contract Notice LettersMezzanine Loan Documents"), duly executed by Seller. (viii) A Non-Foreign Affidavit substantially in the form as attached hereto as Exhibit E and made a part hereof for all purposes, duly executed by Seller. (ix) All amounts owing to Purchaser by Seller under Article IX hereof. (x) Evidence satisfactory to Purchaser and the Title Company that the person or persons executing this Contract and the closing documents on behalf of Seller have full right, power and authority to do so. (xi) Other items reasonably requested by the Title Company for the sale of the Property in accordance with this Contract or for administrative requirements for consummating the Closing. (xii) Originals of all Existing Loan Documents (other than the note) in the possession of Seller. (xiii) Evidence of termination of all Service Contracts and Commission Agreements not being assumed by Purchaser at Closing. (xiv) An updated Rent Roll certified by Seller as being true, accurate and complete as of the Closing Date in the same format as Schedule 5.3(a) hereto. (xv) An original of a closing statement prepared by the Title Company setting forth the Purchase Price and the closing adjustments and prorations. (xvi) A Designation of Person Responsible for Tax Reporting under Internal Revenue Code Section 6045 designating the Title Company as the party responsible for making the returns required under Internal Revenue Code Section 6045. (xvii) Keys to all locks at the Property. (xviii) An original Assumption, Consent and Modification Agreement (the "Assumption Agreement") and an Estoppel Certificate from Existing Lender consenting to the transfer of the Property, confirming the assumption and modification of the Existing Loan and confirming that Seller is not in default under the Existing Loan Documents, all in form and substance reasonably satisfactory to Purchaser. (xix) Evidence that Broker (hereinafter defined) has or will be paid at Closing the brokerage commissions referred to in Section 11.1 hereof. (xx) A management agreement for the Property and all of the properties under the Dependent Contracts executed by Xxxxxxx Commercial Management, Inc. in form and substance reasonably acceptable to Purchaser and Xxxxxxx Commercial Management, Inc. (the "Management Agreement"), which Management Agreement shall have a term of one year, be terminable by Purchaser after six months without cause or premium, have a management fee of five percent (5%), pay standard leasing commissions and require Purchaser to pay $300,000 to such manager for use exclusively as bonuses to employees of such manager that are dedicated to property level services including, without limitation, accounting and leasing services, with no more than $150,000 of such bonuses being paid prior to the date that is six months after the Closing, provided, howeverS and, if Purchaser acquires less than all applicable, the letter of the properties under this Contract and the Dependent Contracts pursuant credit required to Section 14.1(f) hereof, then Purchaser shall be entitled to reduce such $300,000 figure on a pro rata basis based upon the purchase prices of the properties not acquired under this Contract and the Dependent Contracts to the aggregate purchase prices of all of the properties under this Contract and the Dependent Contractsdelivered thereunder.

Seller. At the Closing, Seller shall deliver, or cause to be delivered, to the Title Company for recording or delivery to Purchaser, as applicable, each of the following items: (i) A standard Texas form ALTA Owner Policy of Title Insurance dated no earlier than the date of the filing of the Deed deed described in Section 8.2(a)(ii) hereof, issued by the Title Company for the benefit of and at the expense of PurchaserCompany, and insuring Purchaser's title in the amount of the Purchase Price, subject only to the Permitted Exceptions (the "Title Policy"). (ii) A Special Warranty Deed (the "Deed") duly executed and acknowledged by Seller in the form attached hereto as Exhibit B and made a part hereof for all purposes (with such reasonable changes thereto as may be required by the Title Company in order to comply with the laws of the State of Tennessee) sufficient to convey to Purchaser good and indefeasible title to the Land and Improvements free and clear of all liens and encumbrances except for the Permitted Exceptions. (iii) An Assignment and Assumption of Leases and Commission Agreements (the "Assignment of Leases") duly executed and acknowledged by Seller in the form attached hereto as Exhibit C and made a part hereof for all purposes. (iv) A Blanket Conveyance, Xxxx Bill of Sale and Assignment ("Xxxx of Bilx xx Sale") duly executed by Seller Sxxxxr in the form attached hereto as Exhibit D and made a part hereof for all purposes. (v) The Estoppel Certificates and/or Seller's Certificates as required pursuant to Section 7.3 hereof. (vi) All original Tenant Leases that are in Seller's possession together with letters addressed to the Tenants of the Property (the "Notice Letters") in the form attached hereto as Exhibit G and made a part hereof for all purposes, or in such other form as may be mutually agreed upon by Seller and Purchaser, duly executed by Seller. (vii) Original counterparts of all Service Contracts service contracts that are in Seller's possession and which are to be assumed by Purchaser, together with letters addressed to the service providers thereunder in the form attached hereto as Exhibit G-2 (the "Service Contract Notice Letters"), duly executed by Seller. (viii) A Non-Foreign Affidavit in the form attached hereto as Exhibit E and made a part hereof for all purposes, duly executed by Seller. (ix) All amounts owing to Purchaser by Seller under Article IX hereof. (x) Evidence satisfactory to Purchaser and the Title Company that the person or persons executing this Contract and the closing documents on behalf of Seller have full right, power and authority to do so. (xi) A rent roll prepared with respect to the Property in the form normally prepared by Seller which shall be certified, to Seller's knowledge, as being true and correct in all material respects as of a date not more than ten (10) business days prior to Closing. (xii) Other items reasonably requested by the Title Company for the sale of the Property in accordance with this Contract or for administrative requirements for consummating the Closing. (xii) Originals of all Existing Loan Documents (other than the note) in the possession of Seller. (xiii) Evidence of termination of all Service Contracts and Commission Agreements not being assumed by Purchaser at Closing. (xiv) An updated Rent Roll certified by Seller as being true, accurate and complete as of the Closing Date in the same format as Schedule 5.3(a) hereto. (xv) An original of a closing statement prepared by the Title Company setting forth the Purchase Price and the closing adjustments and prorations. (xvi) A Designation of Person Responsible for Tax Reporting under Internal Revenue Code Section 6045 designating the Title Company as the party responsible for making the returns required under Internal Revenue Code Section 6045. (xvii) Keys to all locks at the Property. (xviii) An original Assumption, Consent and Modification Agreement (the "Assumption Agreement") and an Estoppel Certificate from Existing Lender consenting to the transfer of the Property, confirming the assumption and modification of the Existing Loan and confirming that Seller is not in default under the Existing Loan Documents, all in form and substance reasonably satisfactory to Purchaser. (xix) Evidence that Broker (hereinafter defined) has or will be paid at Closing the brokerage commissions referred to in Section 11.1 hereof. (xx) A management agreement for the Property and all of the properties under the Dependent Contracts executed by Xxxxxxx Commercial Management, Inc. in form and substance reasonably acceptable to Purchaser and Xxxxxxx Commercial Management, Inc. (the "Management Agreement"), which Management Agreement shall have a term of one year, be terminable by Purchaser after six months without cause or premium, have a management fee of five percent (5%), pay standard leasing commissions and require Purchaser to pay $300,000 to such manager for use exclusively as bonuses to employees of such manager that are dedicated to property level services including, without limitation, accounting and leasing services, with no more than $150,000 of such bonuses being paid prior to the date that is six months after the Closing, provided, however, if Purchaser acquires less than all of the properties under this Contract and the Dependent Contracts pursuant to Section 14.1(f) hereof, then Purchaser shall be entitled to reduce such $300,000 figure on a pro rata basis based upon the purchase prices of the properties not acquired under this Contract and the Dependent Contracts to the aggregate purchase prices of all of the properties under this Contract and the Dependent Contracts.

Seller. At the Closing, Seller shall deliver, or cause to be delivered, to the Title Company for recording or delivery to Purchaser, as applicable, Purchaser each of the following items: (i) A standard Texas form Owner Policy of Title Insurance dated no earlier than the date of the filing of the Deed described in Section 8.2(a)(ii) hereof, issued by the Title Company for the benefit of and at the expense of Purchaser, and insuring Purchaser's title in the amount of the Purchase Price, subject only to the Permitted Exceptions (the "Title Policy"). (ii) A Special Warranty Deed (the "Deed") duly executed and acknowledged by Seller in the form attached hereto as Exhibit B and made a part hereof for all purposes sufficient to convey to Purchaser good and indefeasible title to the Land and Improvements Property free and clear of all liens and encumbrances except for the Permitted Exceptions. (iiiii) An Assignment and Assumption of Leases and Commission Agreements (the "Assignment of Leases") duly executed and acknowledged by Seller in the form attached hereto as Exhibit C and made a part hereof for all purposes. (iviii) A Blanket Conveyance, Xxxx of Sale and Assignment ("Xxxx of Sale") duly executed by Seller in the form attached hereto as Exhibit D . (iv) All keys and made a part hereof for master keys to all purposeslocks located on the Property that are in Seller's possession or control. (v) The Estoppel Certificates as required pursuant to Section 7.3 hereof. (vi) All original Tenant Leases that are in Seller's possession or control together with letters addressed to the Tenants of the Property (the "Notice Letters") in the form attached hereto as Exhibit G and made a part hereof for all purposesF , or in such other form as may be mutually agreed upon by Seller and Purchaser, duly executed by Seller. (viivi) Original counterparts of all Service All original Contracts relating to the Property that are in Seller's possession and or control. Purchaser shall have the right to accept or reject any Contract (except for the laundry machinery equipment contract which are Purchaser hereby agrees to be assumed accept) at least fifteen (15) days prior to Closing. All Contracts not accepted by Purchaser, together with letters addressed to including the service providers thereunder in the form attached hereto as Exhibit G-2 (the "Service Contract Notice Letters")Management Agreement, duly executed shall be terminated by Seller, and Seller shall be solely liable for any termination penalty. (viiivii) A Non-Foreign Affidavit in the form attached hereto as Exhibit E and made a part hereof for all purposes, duly executed by Seller.E. (ixviii) All amounts owing to Purchaser by Seller under Article IX hereof. (xix) Evidence satisfactory to Purchaser and the Title Company that the person or persons executing this Contract and the closing documents on behalf of Seller have full right, power and authority to do so. (x) A rent roll prepared with respect to the Property in the form attached hereto as Schedule 6.2(e) which shall be certified, to Seller's knowledge, as being true and correct as of a date not more than three (3) days prior to Closing. (xi) Other items reasonably requested by the Title Company for the sale of the Property in accordance with this Contract or for administrative requirements for consummating the Closing. (xii) Originals At the Property, all tenant files and other files which are used in connection with the ownership and operation of all Existing Loan Documents (other than the note) in Property or any part thereof and the possession conduct of Sellerthe business of Seller relating to the Property or any part thereof. (xiii) Evidence of termination of all Service Contracts and Commission Agreements not being assumed by Purchaser at ClosingDuly executed closing statement. (xiv) An updated Rent Roll certified by Seller as being true, accurate Seller's duly executed certificate of reaffirmation and complete remaking dated as of the Closing Date in Date, confirming that the same format warranties and representations of Seller are true and correct as Schedule 5.3(a) heretoof the Closing Date. (xv) An original official bank (cashier's) check or attorney's trust account check payable to Purchaser in the amount of all unapplied deposits held and all advance rentals received under Tenant Leases, together with a closing statement prepared by the Title Company setting forth the Purchase Price certified list of each Tenant who has made such a deposit or advance rental and the closing adjustments and prorationsamount thereof. (xvi) A Designation of Person Responsible for Tax Reporting certificate from the Manager to the effect that the Management Agreement has been terminated and that the Manager has no claim whatsoever against Purchaser and the Property or any part thereof under Internal Revenue Code Section 6045 designating or in connection with the Title Company as Management Agreement, the party responsible for making the returns required under Internal Revenue Code Section 6045agreements and obligations thereunder or otherwise. (xvii) Keys to all locks at the Property. (xviii) An original Assumptionopinion of counsel, Consent and Modification Agreement (the "Assumption Agreement") and an Estoppel Certificate from Existing Lender consenting to the transfer of the Property, confirming the assumption and modification of the Existing Loan and confirming that Seller is not in default under the Existing Loan Documents, all in form and substance reasonably satisfactory to Purchaser. (xix) Evidence that Broker (hereinafter defined) has or will be paid at Closing the brokerage commissions referred to in Section 11.1 hereof. (xx) A management agreement for the Property and all of the properties under the Dependent Contracts executed by Xxxxxxx Commercial Management, Inc. in form and substance reasonably acceptable addressed to Purchaser and Xxxxxxx Commercial Management, Inc. (the "Management Agreement"), which Management Agreement shall have a term of one year, be terminable by Purchaser after six months without cause or premium, have a management fee of five percent (5%), pay standard leasing commissions and require Purchaser to pay $300,000 to such manager for use exclusively dated as bonuses to employees of such manager that are dedicated to property level services including, without limitation, accounting and leasing services, with no more than $150,000 of such bonuses being paid prior to the date that is six months after the Closing, provided, however, if Purchaser acquires less than all of the properties Closing Date, stating in substance as follows: (A) The Order has not been amended, or that the Order has not been amended so as to prohibit consummation of Seller's obligations under this Contract Contract; (B) The Order permits Seller's sale of the Property for the $4,900,000 Purchase Price; (C) The order is final and non-appealable; and (D) The unsecured creditors have been paid as contemplated by the Order and the Dependent Contracts pursuant to Section 14.1(f) hereofPlan, then Purchaser shall be entitled to reduce such $300,000 figure on a pro rata basis based upon as amended, referenced in the purchase prices of the properties not acquired under this Contract and the Dependent Contracts to the aggregate purchase prices of all of the properties under this Contract and the Dependent ContractsOrder.

Seller. At the Closing, Seller shall deliver, or cause to be delivered, to the Title Company Company, for recording or delivery to the Purchaser, as applicable, each of the following items: (i) A standard Texas form ALTA Owner Policy of Title Insurance dated no earlier than the date of the filing of the Deed deed described in Section 8.2(a)(ii) hereof, issued by the Title Company for the benefit of and at the expense of PurchaserCompany, and insuring Purchaser's title in the amount of the Purchase Price, subject only to the Permitted Exceptions (the "Title Policy"). (ii) A Special Warranty Deed (the "Deed") duly executed and acknowledged by Seller in the form attached hereto as Exhibit B and made a part hereof for all purposes (with such reasonable changes thereto as may be required by the Title Company in order to convey the Land and Improvements in accordance with the laws of the State of Arizona) sufficient to convey to Purchaser good and indefeasible title to the Land and Improvements free and clear of all liens and encumbrances except for the Permitted Exceptions. (iii) An Assignment and Assumption of Leases and Commission Agreements (the "Assignment of Leases") duly executed and acknowledged by Seller in the form attached hereto as Exhibit C and made a part hereof for all purposes. (iv) A Blanket Conveyance, Xxxx of Sale and Assignment ("Xxxx of Sale") duly executed by Seller in the form attached hereto as Exhibit D and made a part hereof for all purposes. (v) The Estoppel Certificates as required pursuant of Title or other appropriate documents necessary to Section 7.3 hereoftransfer ownership of the Seller Owned Mobile Homes to Purchaser. (vi) All original Tenant Leases that are in Seller's possession together with letters addressed to the Tenants of the Property (the "Notice Letters") in the form attached hereto as Exhibit G F and made a part hereof for all purposes, or in such other form as may be mutually agreed upon by Seller and Purchaser, duly executed by Seller. (vii) Original counterparts of all Service Contracts service contracts that are in Seller's possession and which are to be assumed by Purchaser, together with letters addressed to the service providers thereunder in the form attached hereto as Exhibit G-2 (the "Service Contract Notice Letters"), duly executed by Seller. (viii) A Non-Foreign Affidavit in the form attached hereto as Exhibit E and made a part hereof for all purposes, duly executed by Seller. (ix) All amounts owing to Purchaser by Seller under Article IX hereof. (x) Evidence satisfactory to Purchaser and the Title Company that the person or persons executing this Contract and the closing documents on behalf of Seller have full right, power and authority to do so. (xi) A rent roll prepared with respect to the Property in the form normally prepared by Seller which shall be certified, to Seller's knowledge, as being true and correct in all material respects as of a date not more than ten (10) business days prior to Closing. (xii) Other items reasonably requested by the Title Company for the sale of the Property in accordance with this Contract or for administrative requirements for consummating the Closing. (xii) Originals of all Existing Loan Documents (other than the note) in the possession of Seller. (xiii) Evidence of termination of all Service Contracts and Commission Agreements not being assumed by Purchaser at Closing. (xiv) An updated Rent Roll certified by Seller as being true, accurate and complete as of the Closing Date in the same format as Schedule 5.3(a) hereto. (xv) An original of a closing statement prepared by the Title Company setting forth the Purchase Price and the closing adjustments and prorations. (xvi) A Designation of Person Responsible for Tax Reporting under Internal Revenue Code Section 6045 designating the Title Company as the party responsible for making the returns required under Internal Revenue Code Section 6045. (xvii) Keys to all locks at the Property. (xviii) An original Assumption, Consent and Modification Agreement (the "Assumption Agreement") and an Estoppel Certificate from Existing Lender consenting to the transfer of the Property, confirming the assumption and modification of the Existing Loan and confirming that Seller is not in default under the Existing Loan Documents, all in form and substance reasonably satisfactory to Purchaser. (xix) Evidence that Broker (hereinafter defined) has or will be paid at Closing the brokerage commissions referred to in Section 11.1 hereof. (xx) A management agreement for the Property and all of the properties under the Dependent Contracts executed by Xxxxxxx Commercial Management, Inc. in form and substance reasonably acceptable to Purchaser and Xxxxxxx Commercial Management, Inc. (the "Management Agreement"), which Management Agreement shall have a term of one year, be terminable by Purchaser after six months without cause or premium, have a management fee of five percent (5%), pay standard leasing commissions and require Purchaser to pay $300,000 to such manager for use exclusively as bonuses to employees of such manager that are dedicated to property level services including, without limitation, accounting and leasing services, with no more than $150,000 of such bonuses being paid prior to the date that is six months after the Closing, provided, however, if Purchaser acquires less than all of the properties under this Contract and the Dependent Contracts pursuant to Section 14.1(f) hereof, then Purchaser shall be entitled to reduce such $300,000 figure on a pro rata basis based upon the purchase prices of the properties not acquired under this Contract and the Dependent Contracts to the aggregate purchase prices of all of the properties under this Contract and the Dependent Contracts.

Seller. At the Closing, Seller shall deliver, or cause to be delivered, to the Title Company for recording or delivery to Purchaser, as applicable, each of the following items: (i) A standard Texas form ALTA Owner Policy of Title Insurance dated no earlier than the date of the filing of the Deed deed described in Section 8.2(a)(ii) hereof, issued by the Title Company for the benefit of and at the expense of PurchaserCompany, and insuring Purchaser's title in the amount of the Purchase Price, subject only to the Permitted Exceptions (the "Title Policy"). (ii) A Special Warranty Deed (the "Deed") duly executed and acknowledged by Seller in the form attached hereto as Exhibit B and made a part hereof for all purposes (with such reasonable changes thereto as may be required by the Title Company in order to comply with the laws of the State of Georgia) sufficient to convey to Purchaser good and indefeasible title to the Land and Improvements Property free and clear of all liens and encumbrances except for the Permitted Exceptions. (iii) An Assignment and Assumption of Leases and Commission Agreements (the "Assignment of Leases") duly executed and acknowledged by Seller in the form attached hereto as Exhibit C and made a part hereof for all purposes. (iv) A Blanket Conveyance, Xxxx Bill of Sale and Assignment ("Xxxx of Bixx xf Sale") duly executed exxxxxed by Seller in the form attached hereto as Exhibit D and made a part hereof for all purposes. (v) The Estoppel Certificates and/or Seller's Certificates as required pursuant to Section 7.3 hereof, unless previously delivered to Purchaser. (vi) All original Tenant Leases that are in Seller's possession together with letters addressed to the Tenants of the Property (the "Notice Letters") in the form attached hereto as Exhibit G and made a part hereof for all purposes, or in such other form as may be mutually agreed upon by Seller and Purchaser. Additionally, duly executed Seller will provide Purchaser with a list, certified by Seller, of (A) unpaid leasing commissions due with respect of any lease terms which have commenced under existing Tenant Leases, and (B) security deposits which have been applied by Seller, as landlord, pursuant to the terms of any existing Tenant Leases. (vii) Original counterparts of all Service Contracts service contracts that are in Seller's possession and which are to be assumed by Purchaser, together with letters addressed to the service providers thereunder in the form attached hereto as Exhibit G-2 (the "Service Contract Notice Letters"), duly executed by Seller. (viii) A Non-Foreign Affidavit in the form attached hereto as Exhibit E and made a part hereof for all purposes, duly executed by Seller. (ix) All amounts owing to Purchaser by Seller under Article IX hereof. (x) Copies of receipts or such other proof of payment disbursed by Seller in connection with the replacement of the roof on "building one" situated on the Land and/or similar major capital improvements performed at Seller's request to the Improvements. (xi) Evidence satisfactory to Purchaser and the Title Company that the person or persons executing this Contract and the closing documents on behalf of Seller have full right, power and authority to do so. (xixii) A rent roll prepared with respect to the Property in the form attached hereto as Schedule 8.2(a)(xii) which shall be certified, to Seller's knowledge, as being true and correct in all material respects as of a date not more than five (5) business days prior to Closing. (xiii) Other items reasonably requested by the Title Company for the sale of the Property in accordance with this Contract or for administrative requirements for consummating the Closing. (xii) Originals of all Existing Loan Documents (other than the note) in the possession of Seller. (xiii) Evidence of termination of all Service Contracts and Commission Agreements not being assumed by Purchaser at Closing. (xiv) An updated Rent Roll certified by Seller as being true, accurate and complete as of the Closing Date in the same format as Schedule 5.3(a) hereto. (xv) An original of a closing statement prepared by the Title Company setting forth the Purchase Price and the closing adjustments and prorations. (xvi) A Designation of Person Responsible for Tax Reporting under Internal Revenue Code Section 6045 designating the Title Company as the party responsible for making the returns required under Internal Revenue Code Section 6045. (xvii) Keys to all locks at the Property. (xviii) An original Assumption, Consent and Modification Agreement (the "Assumption Agreement") and an Estoppel Certificate from Existing Lender consenting to the transfer of the Property, confirming the assumption and modification of the Existing Loan and confirming that Seller is not in default under the Existing Loan Documents, all in form and substance reasonably satisfactory to Purchaser. (xix) Evidence that Broker (hereinafter defined) has or will be paid at Closing the brokerage commissions referred to in Section 11.1 hereof. (xx) A management agreement for the Property and all of the properties under the Dependent Contracts executed by Xxxxxxx Commercial Management, Inc. in form and substance reasonably acceptable to Purchaser and Xxxxxxx Commercial Management, Inc. (the "Management Agreement"), which Management Agreement shall have a term of one year, be terminable by Purchaser after six months without cause or premium, have a management fee of five percent (5%), pay standard leasing commissions and require Purchaser to pay $300,000 to such manager for use exclusively as bonuses to employees of such manager that are dedicated to property level services including, without limitation, accounting and leasing services, with no more than $150,000 of such bonuses being paid prior to the date that is six months after the Closing, provided, however, if Purchaser acquires less than all of the properties under this Contract and the Dependent Contracts pursuant to Section 14.1(f) hereof, then Purchaser shall be entitled to reduce such $300,000 figure on a pro rata basis based upon the purchase prices of the properties not acquired under this Contract and the Dependent Contracts to the aggregate purchase prices of all of the properties under this Contract and the Dependent Contracts.

Seller. At the Closing, Seller shall deliver, or cause to be delivered, to the Title Company for recording or delivery to Purchaser, as applicable, each of the following items: (i) A standard Texas form Owner Policy of Title Insurance dated no earlier than the date special warranty deed, for each of the filing of the Deed described in Section 8.2(a)(ii) hereofOwned Real Properties, issued duly executed and acknowledged by the Title Company for the benefit of Seller subject to all exceptions and at the expense of Purchaser, and insuring Purchaser's title in the amount of the Purchase Price, subject only to the Permitted Exceptions restrictions then affecting such Owned Real Properties including any items that would be revealed by a survey (the "Title PolicyDeed(s)"). (ii) A Special Warranty Deed counterpart of an assignment and assumption of leasehold estate for each of the Leased Real Properties (the "Deed") duly executed and acknowledged by Seller in the form attached hereto as Exhibit B and made a part hereof for all purposes sufficient to convey to Purchaser good and indefeasible title to the Land and Improvements free and clear of all liens and encumbrances except for the Permitted Exceptions. (iii) An Assignment and Assumption of Leases and Commission Agreements (the "Assignment of Leases") duly executed and acknowledged by Seller assigning and transferring to Buyer all of Seller's right, title, and interest as the lessee, without warranty except as otherwise expressly set forth in the form attached hereto this Contract. (iii) Originals of all written User Contracts which are assignable, together with one counterpart of an assignment and assumption of such User Contracts ("Assignment of Contracts"), duly executed and acknowledged by Seller, whereby Seller assigns and transfers to Buyer all of Seller's right, title, and interest therein, without warranty (except as Exhibit C otherwise expressly set forth in this Contract), and made a part hereof for whereby Buyer assumes all purposesof Seller's obligations (regardless of when such obligations may have arisen) under such User Contracts. (iv) A Blanket Conveyance, Xxxx of Sale and Assignment ("Xxxx of Sale") duly executed by Seller in the form attached hereto as Exhibit D and made a part hereof for all purposes. (v) The Estoppel Certificates as required pursuant to Section 7.3 hereof. (vi) All original Tenant Leases that are in Seller's possession together with letters addressed to the Tenants counterpart of the Property (the "Notice Letters") in the form attached hereto as Exhibit G and made a part hereof for all purposes, or in such other form as may be mutually agreed upon by Seller and Purchaser, duly Purchase Price Allocation executed by Seller. (viivi) Original counterparts A xxxx of sale conveying to Buyer all Service Contracts that are in of Seller's possession right, title, and which are to be assumed by Purchaser, together with letters addressed interest in and to the service providers thereunder in the form attached hereto as Exhibit G-2 (the "Service Contract Notice Letters")Personalty, duly executed by Sellerwithout warranty. (viiivii) A Non-Foreign Affidavit in the form attached hereto as Exhibit E and made a part hereof for all purposes, duly executed by Seller. (ix) All amounts owing to Purchaser by Seller under Article IX hereof. (x) Evidence satisfactory to Purchaser and the Title Company that the person or persons executing this Contract and the closing documents on behalf of Seller have full right, power and authority to do so. (xi) Other items reasonably requested by the Title Company for the sale of the Property in accordance with this Contract or for administrative requirements for consummating the Closing. (xii) Originals of all Existing Loan Documents (other than the note) in the possession of Seller. (xiii) Evidence of termination of all Service Contracts and Commission Agreements not being assumed by Purchaser at Closing. (xiv) An updated Rent Roll certified by Seller as being true, accurate and complete as of the Closing Date in the same format as Schedule 5.3(a) hereto. (xv) An original of a closing statement prepared by the Title Company setting forth the Purchase Price and the closing adjustments and prorations. (xvi) A Designation of Person Responsible for Tax Reporting under Internal Revenue Code Section 6045 designating the Title Company as the party responsible for making the returns required under Internal Revenue Code Section 6045. (xvii) Keys to all locks at the Property. (xviii) An original Assumption, Consent and Modification Land Lease Agreement (the "Assumption Agreement") and an Estoppel Certificate from Existing Lender consenting to the transfer of the Property, confirming the assumption and modification of the Existing Loan and confirming that Seller is not in default under the Existing Loan Documents, all in form and substance reasonably satisfactory to Purchaser. (xix) Evidence that Broker (hereinafter defined) has or will be paid at Closing the brokerage commissions referred to in Section 11.1 hereof. (xx) A management agreement for the Property and all of the properties under the Dependent Contracts executed by Xxxxxxx Commercial Management, Inc. in form and substance reasonably acceptable to Purchaser Buyer and Xxxxxxx Commercial ManagementSeller) relating to the Tyler, Inc. Texas property granting to Buyer, in exchange for a rental payment of $1.00 per month, certain non-exclusive rights to use land owned by Seller to access the Tower being conveyed to Buyer hereunder for an initial -11- period of ten (10) years with two additional rights to extend for periods of ten (10) years each upon similar terms (the "Management Tyler Lease"). (viii) An amount of money (the "Rental Prepayment") equal to the product of (a) .11111 and (b) the sum of rents allocable to those Leased Real Properties and Owned Real Properties, as set forth on Exhibit "F" attached hereto ("Allocable Rent"), ----------- for which the Requirements (as hereinafter defined) are not satisfied prior to Closing. The Rental Prepayment shall be applied to Seller's rental obligations under the Master Lease. (ix) A counterpart of an escrow agreement pursuant to which, Seller shall escrow an amount equal to the product of (a) .88889 and (b) the sum of Allocable Rent for each Leased Real Property and each Owned Real Property for which the Requirements are not satisfied prior to Closing (the "Escrowed Funds"), with a party to be agreed upon by and between Buyer and Seller ("Escrow Agent"), to secure Seller's obligations under the Master Lease (the "Escrow Agreement"), which Management . The Escrow Agreement shall provide that the Escrowed Funds will be retained by the Escrow Agent until Buyer has been able to obtain with respect to each Leased Real Property and each Owned Real Property, in form and substance reasonably acceptable to Buyer: (w) a survey and a title insurance commitment covering such property together with all related easements, containing no exceptions which are reasonably likely to have a term an adverse effect on Buyer's ability to operate the Towers, (x) documentation of one year, be terminable by Purchaser after six months without cause or premium, have a management fee of five percent all Land Leases in writing in recordable form (5%for each Leased Real Property only), pay standard leasing commissions (y) landlord estoppel, consent and require Purchaser to pay $300,000 to such manager nondisturbance agreements from each of the landlords under the Land Leases (for use exclusively as bonuses to employees of such manager that are dedicated to property level services including, without limitation, accounting each Leased Real Property only) and leasing services, with no more than $150,000 of such bonuses being paid prior (z) all easements reasonably necessary for access to the date parcel, or for the location of guy wires supporting any Tower on the subject parcel (collectively, the "Requirements"). The Escrow Agreement shall also provide that is six months after the Escrowed Funds shall be released as follows: (a) on the ninetieth (90th) day following the Closing, provided(1) Seller shall receive an amount equal to the product -12- of (A) .88889 and (B) the sum of the Allocable Rent for each Leased Real Property and each Owned Real Property for which the Requirements have been satisfied and (2) Buyer shall receive an amount equal to the product of (A) .33333 and (B) the sum of the Allocable Rent for each Leased Real Property and each Owned Real Property for which the Requirements remain unsatisfied, however(b) on the first anniversary of the Closing Date, (1) Seller shall receive an amount equal to the product of (A) .55556 and (B) the sum of the Allocable Rent for each Leased Real Property and each Owned Real Property for which the Requirements have been satisfied and (2) Buyer shall receive an amount equal to the product of (A) .44444 and (B) the sum of the Allocable Rent for each Leased Real Property and each Owned Real Property for which the Requirements remain unsatisfied and (c) on the second anniversary of the Closing Date, (1) Seller shall receive an amount equal to the product of (A) .11111 and (B) the sum of the Allocable Rent for each Leased Real Property and each Owned Real Property for which the Requirements have been satisfied and (2) Buyer shall receive an amount equal to the product of (A) .11111 and (B) the sum of the Allocable Rent for each Leased Real Property and each Owned Real Property for which the Requirements remain unsatisfied. All sums released to Buyer under the Escrow Agreement shall be applied to Seller's rental obligations under the Master Lease. (x) All keys to each site, facilities, and equipment transferred to Buyer and all security and access codes, if Purchaser acquires less than all of the properties under this Contract any, applicable to each site, facilities, and the Dependent Contracts pursuant to Section 14.1(f) hereof, then Purchaser shall be entitled to reduce such $300,000 figure on a pro rata basis based upon the purchase prices of the properties not acquired under this Contract and the Dependent Contracts to the aggregate purchase prices of all of the properties under this Contract and the Dependent Contractsequipment.

Seller. At the Closing, Seller shall deliver, or cause to be delivered, to the Title Company for recording or delivery to Purchaser, as applicable, each of the following items: (i) A standard Texas form Owner Policy of Title Insurance dated no earlier than the date of the filing of the Deed described in Section 8.2(a)(ii) hereof, issued by the Title Company for the benefit of and at the expense of Purchaser, and insuring Purchaser's title in the amount of the Purchase Price, subject only to the Permitted Exceptions (the "Title Policy"). (ii) A Special Warranty Deed (the "Deed") duly executed and acknowledged by Seller in the form attached hereto as Exhibit B and made a part hereof for all purposes sufficient to convey to Purchaser good and indefeasible title to the Land and Improvements free and clear of all liens and encumbrances except for the Permitted Exceptions. (iii) An Assignment and Assumption of Leases and Commission Agreements (the "Assignment of Leases") duly executed and acknowledged by Seller in the form attached hereto as Exhibit C and made a part hereof for all purposes. (iv) A Blanket Conveyance, Xxxx of Sale and Assignment ("Xxxx of Sale") duly executed by Seller in the form attached hereto as Exhibit D and made a part hereof for all purposes. (v) The Estoppel Certificates as required pursuant to Section 7.3 hereof. (vi) All original Tenant Leases that are in Seller's possession together with letters addressed to the Tenants of the Property (the "Notice Letters") in the form attached hereto as Exhibit G and made a part hereof for all purposes, or in such other form as may be mutually agreed upon by Seller and Purchaser, duly executed by Seller. (vii) Original counterparts of all Service Contracts that are in Seller's possession and which are to be assumed by Purchaser, together with letters addressed to the service providers thereunder in the form attached hereto as Exhibit G-2 (the "Service Contract Notice Letters"), duly executed by Seller. (viii) A Non-Foreign Affidavit in the form attached hereto as Exhibit E and made a part hereof for all purposes, duly executed by Seller. (ix) All amounts owing to Purchaser by Seller under Article IX hereof. (x) Evidence satisfactory to Purchaser and the Title Company that the person or persons executing this Contract and the closing documents on behalf of Seller have full right, power and authority to do so. (xi) Other items reasonably requested by the Title Company for the sale of the Property in accordance with this Contract or for administrative requirements for consummating the Closing. (xii) Originals of all Existing Loan Documents (other than the note) in the possession of Seller. (xiii) Evidence of termination of all Service Contracts and Commission Agreements not being assumed by Purchaser at Closing. (xivxiii) An updated Rent Roll certified by Seller as being true, accurate and complete as of the Closing Date in the same format as Schedule 5.3(a) hereto. (xvxiv) An original of a closing statement prepared by the Title Company setting forth the Purchase Price and the closing adjustments and prorations. (xvixv) A Designation of Person Responsible for Tax Reporting under Internal Revenue Code Section 6045 designating the Title Company as the party responsible for making the returns required under Internal Revenue Code Section 6045. (xvi) An original counterpart of the Estoppel Certificate attached hereto as Schedule 8.2, duly executed by Gateway Tower Limited Partnership. (xvii) Keys to all locks at the Property. (xviii) An original Assumption, Consent and Modification Agreement (the "Assumption Agreement") and an Estoppel Certificate from Existing Lender consenting to the transfer of the Property, confirming the assumption and modification of the Existing Loan and confirming that Seller is not in default under the Existing Loan Documents, all in form and substance reasonably satisfactory to Purchaser. (xix) Evidence that Broker (hereinafter defined) has or will be paid at Closing the brokerage commissions referred to in Section 11.1 hereof. (xxxix) A management agreement for the Property and all of the properties under the Dependent Contracts executed by Xxxxxxx Commercial Management, Inc. in form and substance reasonably acceptable to Purchaser and Xxxxxxx Commercial Management, Inc. (the "Management Agreement"), which Management Agreement shall have a term of one year, be terminable by Purchaser after six months without cause or premium, have a management fee of five percent (5%), pay standard leasing commissions and require Purchaser to pay $300,000 to such manager for use exclusively as bonuses to employees of such manager that are dedicated to property level services including, without limitation, accounting and leasing services, with no more than $150,000 of such bonuses being paid prior to the date that is six months after the Closing, provided, however, if Purchaser acquires less than all of the properties under this Contract and the Dependent Contracts pursuant to Section 14.1(f) hereof, then Purchaser shall be entitled to reduce such $300,000 figure on a pro rata basis based upon the purchase prices of the properties not acquired under this Contract and the Dependent Contracts to the aggregate purchase prices of all of the properties under this Contract and the Dependent Contracts.

Seller. At the Closing, Seller shall deliver, or cause to be delivered, to the Title Company Company, for recording or delivery to the Purchaser, as applicable, each of the following items: (i) A standard form Texas form Owner Policy of Title Insurance with survey exception limited to "Shortages" in area," dated no earlier than the date of the filing of the Deed deed described in Section 8.2(a)(ii) hereof, issued by the Title Company for the benefit of and at the expense of PurchaserCompany, and insuring Purchaser's title in the amount of the Purchase Price, subject only to the Permitted Exceptions (the "Title Policy"). (ii) A Special Warranty Deed (the "Deed") duly executed and acknowledged by Seller in the form attached hereto as Exhibit B and made a part hereof for all purposes sufficient to convey to Purchaser good and indefeasible title to the Land and Improvements Property free and clear of all liens and encumbrances except for the Permitted Exceptions. (iii) An Assignment and Assumption of Leases and Commission Agreements (the "Assignment of Leases") duly executed and acknowledged by Seller in the form attached hereto as Exhibit C and made a part hereof for all purposes. (iv) A Blanket Conveyance, Xxxx Bill of Sale and Assignment ("Xxxx Bill of Sale") duly executed by Seller xx Xeller in the form attached hereto xxxeto as Exhibit D and made a part hereof for all purposes. (v) The Estoppel Certificates as required pursuant All keys and master keys to Section 7.3 hereofall locks located on the Property that are in Seller's possession. (vi) All original Tenant Leases that are in Seller's possession together with letters the Notice Letters (as hereinafter defined) addressed to the Tenants of the Property (the "Notice Letters") in the form attached hereto as Exhibit G and made a part hereof for all purposes, or in such other form as may be mutually agreed upon by Seller and Purchaser, duly executed by SellerProperty. (vii) Original counterparts of all Service Contracts service contracts that are in Seller's possession and which are to be assumed by Purchaser, together with letters addressed to the service providers thereunder in the form attached hereto as Exhibit G-2 (the "Service Contract Notice Letters"), duly executed by Seller. (viii) A Non-Foreign Affidavit in the form attached hereto as Exhibit E and made a part hereof for all purposes, duly executed by Seller. (ix) All amounts owing to Purchaser by Seller under Article IX hereof. (x) Evidence satisfactory to Purchaser and the Title Company that the person or persons executing this Contract and the closing documents on behalf of Seller have full right, power and authority to do so. (xi) Other items reasonably requested by the Title Company for the sale of the Property in accordance with this Contract or for administrative requirements for consummating the Closing. (xii) Originals of all Existing Loan Documents (other than the note) in the possession of Seller. (xiii) Evidence of termination of all Service Contracts and Commission Agreements not being assumed by Purchaser at Closing. (xiv) An updated Rent Roll certified by Seller as being true, accurate and complete as of the Closing Date in the same format as Schedule 5.3(a) hereto. (xv) An original of a closing statement prepared by the Title Company setting forth the Purchase Price and the closing adjustments and prorations. (xvi) A Designation of Person Responsible for Tax Reporting under Internal Revenue Code Section 6045 designating the Title Company as the party responsible for making the returns required under Internal Revenue Code Section 6045. (xvii) Keys to all locks at the Property. (xviii) An original Assumption, Consent and Modification Agreement (the "Assumption Agreement") and an Estoppel Certificate from Existing Lender consenting to the transfer of the Property, confirming the assumption and modification of the Existing Loan and confirming that Seller is not in default under the Existing Loan Documents, all in form and substance reasonably satisfactory to Purchaser. (xix) Evidence that Broker (hereinafter defined) has or will be paid at Closing the brokerage commissions referred to in Section 11.1 hereof. (xx) A management agreement for the Property and all of the properties under the Dependent Contracts executed by Xxxxxxx Commercial Management, Inc. in form and substance reasonably acceptable to Purchaser and Xxxxxxx Commercial Management, Inc. (the "Management Agreement"), which Management Agreement shall have a term of one year, be terminable by Purchaser after six months without cause or premium, have a management fee of five percent (5%), pay standard leasing commissions and require Purchaser to pay $300,000 to such manager for use exclusively as bonuses to employees of such manager that are dedicated to property level services including, without limitation, accounting and leasing services, with no more than $150,000 of such bonuses being paid prior to the date that is six months after the Closing, provided, however, if Purchaser acquires less than all of the properties under this Contract and the Dependent Contracts pursuant to Section 14.1(f) hereof, then Purchaser shall be entitled to reduce such $300,000 figure on a pro rata basis based upon the purchase prices of the properties not acquired under this Contract and the Dependent Contracts to the aggregate purchase prices of all of the properties under this Contract and the Dependent Contracts.

Seller. At the Closing, Seller shall deliver, deliver or cause to be delivereddelivered to Buyer or the Title Company, the following items fully executed and acknowledged where so indicated by all necessary parties in respect to the Title Company for recording or delivery to Purchaser, as applicable, each of the following itemsProject: (i) A standard Texas form Owner Policy of Title Insurance dated no earlier than the date of the filing of the Deed described in Section 8.2(a)(ii) hereof, issued by the Title Company for the benefit of and at the expense of Purchaser, and insuring Purchaser's title in the amount of the Purchase Price, subject only to the Permitted Exceptions (the "Title Policy"). (ii) A Special Warranty Deed (the "Deed") , duly executed and acknowledged by Seller Seller, in the form attached hereto of Exhibit "C"; (ii) The original Leases, or, if any original Leases are not available, copies of any such Leases certified by Seller as Exhibit B being true, correct and made a part hereof for all purposes sufficient to convey to Purchaser good and indefeasible title to the Land and Improvements free and clear of all liens and encumbrances except for the Permitted Exceptions.complete; (iii) An Assignment Duplicate originals of an assignment and Assumption assumption of Leases and Commission Agreements leases (the "Assignment of Leases") duly executed and acknowledged by Seller in the form attached hereto as Exhibit C and made a part hereof for all purposes. (iv) A Blanket Conveyance, Xxxx of Sale and Assignment ("Xxxx of Sale") duly executed by Seller in the form attached hereto as Exhibit D and made a part hereof for all purposes. (v) The Estoppel Certificates as required pursuant to Section 7.3 hereof. (vi) All original Tenant Leases that are in Seller's possession together with letters addressed to the Tenants of the Property (the "Notice Letters") in the form attached hereto as Exhibit G and made a part hereof for all purposes, or in such other form as may be mutually agreed upon by Seller and Purchaser"D", duly executed by Seller.; (viiiv) Original counterparts A xxxx of all Service Contracts that are in Seller's possession sale and which are to be assumed by Purchaser, together with letters addressed to the service providers thereunder assignment in the form form, attached hereto as Exhibit G-2 (the "Service Contract Notice LettersE"), duly executed by Seller.; (viiiv) A Non-Foreign Affidavit Duplicate originals of an assignment and assumption of Service Contracts (the "Assignment of Service Contracts") in the form or substantially the form, attached hereto as Exhibit E and made a part hereof for all purposes"F", duly executed by Seller.; (vi) An affidavit, in the form, or substantially in the form, attached as Exhibit "G", in compliance with Section 1445 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder, stating under penalty of perjury the Seller's United States identification number and that Seller is not a "foreign person" as that term is defined in Section 1445, duly executed and acknowledged by Seller; (vii) A notice of sale in the form, or substantially in the form, attached hereto as Exhibit "H", (the "Tenant Notice Letter") for each of the Tenants, duly executed by Seller and Buyer; (viii) All keys or other access devices in the possession of Seller or its agents to all locks located at the Project; (ix) All amounts owing Originals of all Service Contracts, plans, governmental approvals, and other contracts and agreements in Seller's possession relating to Purchaser by Seller under Article IX hereof.the ownership and operation of the Project; (x) Evidence satisfactory to Purchaser and the Title Company A certificate by Seller that the person or persons executing representations and warranties of Seller set forth in this Contract are true and correct as of the closing documents on behalf of Seller have full rightClosing Date, power and authority except as otherwise disclosed to do so.Buyer with respect to any matters beyond Seller's control; (xi) Other Letters to all utility companies advising of the change of ownership of the Project; (xii) An Affidavit of Real Property Value; and (xiii) Any other items reasonably requested by the Title Company for the sale of the Property in accordance with this Contract or for as administrative requirements for consummating the Closing. (xii) Originals of all Existing Loan Documents (other than the note) in the possession of Seller. (xiii) Evidence of termination of all Service Contracts and Commission Agreements not being assumed by Purchaser at Closing. (xiv) An updated Rent Roll certified by Seller as being true, accurate and complete as of the Closing Date in the same format as Schedule 5.3(a) hereto. (xv) An original of a closing statement prepared by the Title Company setting forth the Purchase Price and the closing adjustments and prorations. (xvi) A Designation of Person Responsible for Tax Reporting under Internal Revenue Code Section 6045 designating the Title Company as the party responsible for making the returns required under Internal Revenue Code Section 6045. (xvii) Keys to all locks at the Property. (xviii) An original Assumption, Consent and Modification Agreement (the "Assumption Agreement") and an Estoppel Certificate from Existing Lender consenting to the transfer of the Property, confirming the assumption and modification of the Existing Loan and confirming that Seller is not in default under the Existing Loan Documents, all in form and substance reasonably satisfactory to Purchaser. (xix) Evidence that Broker (hereinafter defined) has or will be paid at Closing the brokerage commissions referred to in Section 11.1 hereof. (xx) A management agreement for the Property and all of the properties under the Dependent Contracts executed by Xxxxxxx Commercial Management, Inc. in form and substance reasonably acceptable to Purchaser and Xxxxxxx Commercial Management, Inc. (the "Management Agreement"), which Management Agreement shall have a term of one year, be terminable by Purchaser after six months without cause or premium, have a management fee of five percent (5%), pay standard leasing commissions and require Purchaser to pay $300,000 to such manager for use exclusively as bonuses to employees of such manager that are dedicated to property level services including, without limitation, accounting and leasing services, with no more than $150,000 of such bonuses being paid prior to the date that is six months after . At the Closing, provided, however, if Purchaser acquires less than Buyer shall have the right to copy all non-confidential books and records in Seller's possession pertaining to the operation of the properties under this Contract Project for the calendar years 1996 and the Dependent Contracts pursuant to Section 14.1(f) hereof, then Purchaser shall be entitled to reduce such $300,000 figure on a pro rata basis based upon the purchase prices of the properties not acquired under this Contract 1997 and the Dependent Contracts to the aggregate purchase prices of all of the properties under this Contract and the Dependent Contractsfor year-to-date 1998.

Seller. At the Closing, Seller shall deliver, or cause to be delivered, to the Title Company for recording or delivery to Purchaser, as applicable, Purchaser each of the following items: (i) A standard Texas form Owner Policy of Title Insurance dated no earlier than the date of the filing of the Deed described in Section 8.2(a)(ii) hereof, issued by the Title Company for the benefit of and at the expense of Purchaser, and insuring Purchaser's title in the amount of the Purchase Price, subject only to the Permitted Exceptions (the "Title Policy"). (ii) A Special Warranty Deed (the "Deed") duly executed and acknowledged by Seller in the form attached hereto as Exhibit B and made a part hereof for all purposes sufficient to convey to Purchaser good and indefeasible title to the Land and Improvements free and clear of all liens and encumbrances except for the Permitted Exceptions.B. (iiiii) An Assignment and Assumption of Leases and Commission Agreements (the "Assignment of Leases") duly executed and acknowledged by Seller in the form attached hereto as Exhibit C and made a part hereof for all purposes.C. (iviii) A Blanket Conveyance, Xxxx Bill of Sale and Assignment Assigxxxxt ("Xxxx Bill of Sale") duly executed exxxxxed by Seller in the form attached hereto as Exhibit D D. (iv) All keys and made a part hereof for master keys to all purposeslocks located on the Property that are in Seller's possession. (v) The Estoppel Certificates as required pursuant to Section 7.3 hereof. (vi) All original Tenant Leases that are in Seller's possession together with letters addressed possession. (vi) An executed form letter to the Tenants regarding the sale of the Property (the "Notice Letters") in the form attached hereto as Exhibit G and made a part hereof for all purposes, or in such other form as may be mutually agreed upon by Seller and Purchaser, duly executed by Seller.F. (vii) Original counterparts of all All original Service Contracts relating to the Property that are in Seller's possession and which are to be assumed by Purchaser, together with letters addressed to the service providers thereunder in the form attached hereto as Exhibit G-2 (the "Service Contract Notice Letters"), duly executed by Sellerpossession. (viii) A Non-Foreign Affidavit in the form attached hereto as Exhibit E and made a part hereof for all purposes, duly executed by Seller.E. (ix) All amounts owing Such resolutions and certificates of Seller or its partners reasonably required by the Title Company as to Purchaser by the authority of the persons signing on behalf of Seller under Article IX hereofto consummate this Contract. (x) Evidence satisfactory A rent roll prepared with respect to Purchaser the Property in the form attached hereto as SCHEDULE 6.2(E) which shall be certified, to Seller's knowledge, as being true and the Title Company that the person or persons executing this Contract and the closing documents on behalf correct as of Seller have full right, power and authority a date not more than three (3) days prior to do soClosing. (xi) Other items reasonably requested by At the Title Company for Property, all tenant files and other files which are used in connection with the sale ownership and operation of the Property in accordance with this Contract or for administrative requirements for consummating any part thereof and the Closingconduct of the business of Seller relating to the Property or any part thereof. (xii) Originals of all Existing Loan Documents (other than the note) in the possession of SellerDuly executed closing statement. (xiii) Evidence Seller's duly executed certificate of termination reaffirmation and remaking dated as of all Service Contracts the Closing Date, confirming that the warranties and Commission Agreements not being assumed by Purchaser at Closingrepresentations of Seller as made herein are materially true and correct as of the Closing Date. (xiv) An updated Rent Roll certified by Seller as being true, accurate and complete as of A credit on the Closing Date closing statement to Purchaser in the same format as Schedule 5.3(a) heretoamount of all unapplied deposits held and all advance rentals received under Tenant Leases, together with a certified list of each Tenant who has made such a deposit or advance rental and the amount thereof. (xv) An original of a closing statement prepared by A certificate from the Title Company setting forth Manager to the Purchase Price effect that the Management Agreement has been terminated and that the Manager has no claim whatsoever against Purchaser and the closing adjustments and prorations. (xvi) A Designation of Person Responsible for Tax Reporting Property or any part thereof under Internal Revenue Code Section 6045 designating or in connection with the Title Company as the party responsible for making the returns required under Internal Revenue Code Section 6045. (xvii) Keys to all locks at the Property. (xviii) An original Assumption, Consent and Modification Agreement (the "Assumption Agreement") and an Estoppel Certificate from Existing Lender consenting to the transfer of the Property, confirming the assumption and modification of the Existing Loan and confirming that Seller is not in default under the Existing Loan Documents, all in form and substance reasonably satisfactory to Purchaser. (xix) Evidence that Broker (hereinafter defined) has or will be paid at Closing the brokerage commissions referred to in Section 11.1 hereof. (xx) A management agreement for the Property and all of the properties under the Dependent Contracts executed by Xxxxxxx Commercial Management, Inc. in form and substance reasonably acceptable to Purchaser and Xxxxxxx Commercial Management, Inc. (the "Management Agreement"), which Management Agreement shall have a term of one year, be terminable by Purchaser after six months without cause the agreements and obligations thereunder or premium, have a management fee of five percent (5%), pay standard leasing commissions and require Purchaser to pay $300,000 to such manager for use exclusively as bonuses to employees of such manager that are dedicated to property level services including, without limitation, accounting and leasing services, with no more than $150,000 of such bonuses being paid prior to the date that is six months after the Closing, provided, however, if Purchaser acquires less than all of the properties under this Contract and the Dependent Contracts pursuant to Section 14.1(f) hereof, then Purchaser shall be entitled to reduce such $300,000 figure on a pro rata basis based upon the purchase prices of the properties not acquired under this Contract and the Dependent Contracts to the aggregate purchase prices of all of the properties under this Contract and the Dependent Contractsotherwise.

Seller. At the Closing, Seller shall deliver, or cause to be delivered, to the Title Company for recording or delivery to Purchaser, as applicable, each of the following items:items (collectively, but only to the extent of execution by Seller or its Affiliate, the “Seller Closing Deliveries”): (i) A standard Texas form Owner Policy of Title Insurance dated no earlier than the date of the filing of the Deed described in Section 8.2(a)(ii) hereof, issued by the Title Company for the benefit of and at the expense of Purchaser, and insuring Purchaser's title in the amount of the Purchase Price, subject only to the Permitted Exceptions (the "Title Policy"). (ii) A statutory Special Warranty Deed (or grant deed for the "Deed") Asset, duly executed and acknowledged by Seller in the form attached hereto as Exhibit B and made a part hereof for all purposes sufficient to convey to Purchaser good and indefeasible title to (the Land and Improvements free and clear of all liens and encumbrances except for the Permitted Exceptions“Deed”). (iiiii) An Assignment and Assumption of Tenant Leases and Commission Agreements (for the "Assignment of Leases") Asset, duly executed and acknowledged by Seller in the form attached hereto as Exhibit C and made a part hereof for all purposespurposes (the “Assignment of Leases”). (iviii) A Blanket Conveyance, Xxxx Bxxx of Sale and Assignment ("Xxxx of Sale") for the Asset, duly executed by Seller in the form attached hereto as Exhibit D and made a part hereof for all purposespurposes (the “Bxxx of Sale”) together with, within one (1) week after the Closing Date following Purchaser’s request made at or before Closing, fully executed and assignable documents necessary to evidence the transfer of title for personal property that is titled with a Governmental Body. (iv) An Assignment and Assumption Agreement for each Material Agreement. (v) The Estoppel Certificates as required pursuant to Section 7.3 hereof. (vi) All original Tenant Leases that are in Seller's possession together with letters addressed to the Tenants of the Property (the "Notice Letters") in the form attached hereto as Exhibit G and made a part hereof for all purposes, or in such other form as may be mutually agreed upon by Seller and Purchaser, duly executed by Seller. (vii) Original counterparts of all Service Contracts that are in Seller's possession and which are to be assumed by Purchaser, together with letters addressed to the service providers thereunder in the form attached hereto as Exhibit G-2 (the "Service Contract Notice Letters"), duly executed by Seller. (viii) A Non-Foreign Affidavit (Federal) in the form attached hereto as Exhibit E and made a part hereof for all purposes, duly executed by Sellerpurposes and equivalent forms required under applicable state law. (ixvi) All The Existing Debt Assumption Agreement and the Management Assumption Agreement for the Management Agreement. (vii) Termination of all Master Leases and all other agreements that Seller is expressly required to terminate pursuant to the terms of this Agreement. (viii) Any amounts owing to Purchaser by Seller under Article IX XII hereof. (x) Evidence satisfactory to Purchaser and the Title Company that the person or persons executing this Contract and the closing documents on behalf of Seller have full right, power and authority to do so. (xi) Other items reasonably requested by the Title Company for the sale of the Property in accordance with this Contract or for administrative requirements for consummating the Closing. (xii) Originals of all Existing Loan Documents (other than the note) in the possession of Seller. (xiii) Evidence of termination of all Service Contracts and Commission Agreements not being assumed by Purchaser at Closing. (xiv) An updated Rent Roll certified by Seller as being true, accurate and complete as of the Closing Date in the same format as Schedule 5.3(a) hereto. (xv) An original of a closing statement prepared by the Title Company setting forth the Purchase Price and the closing adjustments and prorations. (xvi) A Designation of Person Responsible for Tax Reporting under Internal Revenue Code Section 6045 designating the Title Company as the party responsible for making the returns required under Internal Revenue Code Section 6045. (xvii) Keys to all locks at the Property. (xviii) An original Assumption, Consent and Modification Agreement (the "Assumption Agreement") and an Estoppel Certificate from Existing Lender consenting to the transfer of the Property, confirming the assumption and modification of the Existing Loan and confirming that Seller is not in default under the Existing Loan Documents, all in form and substance reasonably satisfactory to Purchaser. (xix) Evidence that Broker (hereinafter defined) has or will be paid at Closing the brokerage commissions referred to in Section 11.1 hereof. (xx) A management agreement for the Property and all of the properties under the Dependent Contracts executed by Xxxxxxx Commercial Management, Inc. in form and substance reasonably acceptable to Purchaser and Xxxxxxx Commercial Management, Inc. (the "Management Agreement"), which Management Agreement shall have a term of one year, be terminable by Purchaser after six months without cause or premium, have a management fee of five percent (5%), pay standard leasing commissions and require Purchaser to pay $300,000 to such manager for use exclusively as bonuses to employees of such manager that are dedicated to property level services including, without limitation, accounting and leasing services, with no more than $150,000 of such bonuses being paid prior to the date that is six months after the Closing, provided, however, if Purchaser acquires less than all of the properties under this Contract and the Dependent Contracts pursuant to Section 14.1(f) hereof, then Purchaser shall be entitled to reduce such $300,000 figure on a pro rata basis based upon the purchase prices of the properties not acquired under this Contract and the Dependent Contracts to the aggregate purchase prices of all of the properties under this Contract and the Dependent Contracts.

Seller. At the Closing, Seller shall deliver, or cause to be delivered, to the Title Company for recording or delivery to Purchaser, as applicable, Purchaser each of the following items: (i) A standard Texas form Owner Policy of Title Insurance dated no earlier than the date of the filing of the Deed described in Section 8.2(a)(ii) hereof, issued by the Title Company for the benefit of and at the expense of Purchaser, and insuring Purchaser's title in the amount of the Purchase Price, subject only to the Permitted Exceptions (the "Title Policy"). (iiI) A Special Warranty Deed (the "Deed") duly executed and acknowledged by Seller in the form attached hereto as Exhibit B and made a part hereof for all purposes sufficient to convey to Purchaser good and indefeasible title to the Land and Improvements Property free and clear of all liens and encumbrances except for the Permitted Exceptions. (iiiII) An Assignment and Assumption of Leases and Commission Agreements (the "Assignment of Leases") duly executed and acknowledged by Seller in the form attached hereto as Exhibit C and made a part hereof for all purposes.C. (ivIII) A Blanket Conveyance, Xxxx Bill of Sale and Assignment Assigxxxxt ("Xxxx Bill of Sale") duly executed exxxxxed by Seller in the form attached hereto as Exhibit D D. (IV) All keys and made a part hereof for master keys to all purposeslocks located on the Property that are in Seller's possession or control. (v) The Estoppel Certificates as required pursuant to Section 7.3 hereof. (viV) All original Tenant Leases that are in Seller's possession together with letters addressed or control. (VI) An executed form letter to the Tenants regarding the sale of the Property (the "Notice Letters") in the form attached hereto as Exhibit G and made a part hereof for all purposes, or in such other form as may be mutually agreed upon by Seller and Purchaser, duly executed by Seller.F. (viiVII) Original counterparts of all All original Service Contracts relating to the Property that are in Seller's possession and which are to be assumed by Purchaser, together with letters addressed to the service providers thereunder in the form attached hereto as Exhibit G-2 (the "Service Contract Notice Letters"), duly executed by Selleror control. (viii) A Non-Foreign Affidavit in the form attached hereto as Exhibit E and made a part hereof for all purposes, duly executed by Seller. (ixVIII) All amounts owing to Purchaser by Seller under Article IX hereof. (xIX) Evidence satisfactory to Purchaser A Non-Foreign Affidavit in the form attached hereto as Exhibit E. (X) Such resolutions and the certificates of Seller or its partners reasonably required by Title Company Company, confirming that the person or requisite approval of Seller's limited partners has been obtained and confirming the authority of the persons executing this Contract and the closing documents signing on behalf of Seller have full right, power and authority to do soconsummate this Contract. (xiXI) A rent roll prepared with respect to the Property in the form attached hereto as SCHEDULE 6.2(E) which shall be certified, to Seller's knowledge, as being true and correct as of a date not more than three (3) days prior to Closing. (XII) Other items reasonably requested by the Title Company for the sale of the Property in accordance with this Contract or for administrative requirements for consummating the ClosingClosing (provided, that such items shall not include opinions of Seller's counsel, and Purchaser shall make every reasonable effort to supply the form of such items to Seller within the Inspection Period). (xiiXIII) Originals At the Property, all tenant files and other files which are used in connection with the ownership and operation of all Existing Loan Documents (other than the note) in Property or any part thereof and the possession conduct of Sellerthe business of Seller relating to the Property or any part thereof. (xiiiXIV) Evidence of termination of all Service Contracts and Commission Agreements not being assumed by Purchaser at ClosingDuly executed closing statement. (xivXV) An updated Rent Roll certified by Seller as being true, accurate Seller's duly executed certificate of reaffirmation and complete remaking dated as of the Closing Date in Date, confirming that the same format warranties and representations of Seller as Schedule 5.3(a) heretomade herein are materially true and correct as of the Closing Date. (xvXVI) An original official bank (cashier's) check or attorney's trust account check payable to Purchaser in the amount of all unapplied deposits held and all advance rentals received under Tenant Leases, together with a closing statement prepared by the Title Company setting forth the Purchase Price certified list of each Tenant who has made such a deposit or advance rental and the closing adjustments and prorationsamount thereof. (xviXVII) A Designation of Person Responsible for Tax Reporting certificate from the Manager to the effect that the Management Agreement has been terminated and that the Manager has no claim whatsoever against Purchaser and the Property or any part thereof under Internal Revenue Code Section 6045 designating or in connection with the Title Company as Management Agreement, the party responsible for making the returns required under Internal Revenue Code Section 6045agreements and obligations thereunder or otherwise. (xviiXVIII) Keys A current termite bond for the Property, paid for by Seller, that is valid for one year after Closing and assignable to all locks Purchaser. Provided, however, at Closing Purchaser shall assume the Dotson Pest Control sexxxxx program contract relating to the Property. (xviii) An original Assumption, Consent and Modification Agreement (the "Assumption Agreement") and an Estoppel Certificate from Existing Lender consenting to the transfer of the Property, confirming the assumption and modification of the Existing Loan and confirming that Seller is not in default under the Existing Loan Documents, all in form and substance reasonably satisfactory to Purchaser. (xix) Evidence that Broker (hereinafter defined) has or will be paid at Closing the brokerage commissions referred to in Section 11.1 hereof. (xx) A management agreement for the Property and all of the properties under the Dependent Contracts executed by Xxxxxxx Commercial Management, Inc. in form and substance reasonably acceptable to Purchaser and Xxxxxxx Commercial Management, Inc. (the "Management Agreement"), which Management Agreement shall have a term of one year, be terminable by Purchaser after six months without cause or premium, have a management fee of five percent (5%), pay standard leasing commissions and require Purchaser to pay $300,000 to such manager for use exclusively as bonuses to employees of such manager that are dedicated to property level services including, without limitation, accounting and leasing services, with no more than $150,000 of such bonuses being paid prior to the date that is six months after the Closing, provided, however, if Purchaser acquires less than all of the properties under this Contract and the Dependent Contracts pursuant to Section 14.1(f) hereof, then Purchaser shall be entitled to reduce such $300,000 figure on a pro rata basis based upon the purchase prices of the properties not acquired under this Contract and the Dependent Contracts to the aggregate purchase prices of all of the properties under this Contract and the Dependent Contracts.

Seller. At (i) The Seller will, and will procure that Evocomm will, hold, and will use its commercially reasonable efforts to cause its representatives to hold, in confidence, unless requested or compelled to disclose by judicial or administrative process or by other requirements of Law, all Confidential Information concerning the Buyer Parties and, following the Closing, the Seller shall deliverGroup Subsidiaries and the Business, or cause to be delivered, except to the Title Company for recording or delivery extent that such Confidential Information can be shown to Purchaser, as applicable, each have been (A) previously known on a nonconfidential basis by the Seller; (B) in the public domain through no fault of the following items: Seller; (iC) A standard Texas form Owner Policy of Title Insurance dated no earlier than the date of the filing of the Deed described in Section 8.2(a)(ii) hereof, issued independently developed by the Title Company for Seller without reliance on such Confidential Information; or (D) received from a third party without breach of any duty of confidentiality by such third party; provided, that any disclosure by the benefit Seller of and at Confidential Information concerning the expense Seller Group Subsidiaries or the Business after the Closing may not be excused on the basis of Purchaser, and insuring Purchaser's title in the amount clauses (A) or (C) of the Purchase Price, subject only to the Permitted Exceptions (the "Title Policy"this Section 6.7.1(i). (ii) A Special Warranty Deed (In the "Deed") duly executed event the Seller or Evocomm is requested or required by judicial or administrative process or by other requirements of Law to disclose the Confidential Information, the Seller shall, and acknowledged by Seller in the form attached hereto as Exhibit B and made a part hereof for all purposes sufficient to convey to Purchaser good and indefeasible title shall procure that Evocomm shall, before making such disclosure, give prompt notice thereof to the Land Buyer Parties and, to the extent reasonably practicable, provide such reasonable cooperation and Improvements free assistance as the Buyer Parties may reasonably request (at the Buyer Parties’ expense) to obtain an appropriate protective order or other appropriate remedy. In the event that no such protective order or other remedy is obtained, the Seller shall, and clear shall procure that Evocomm shall, furnish only that portion of all liens and encumbrances except for the Permitted ExceptionsConfidential Information which they are advised by counsel is legally required to be furnished. (iii) An Assignment The obligation of the Seller and Assumption Evocomm to hold the Confidential Information shall be satisfied if they exercise the same care with respect to such Confidential Information as they would take to preserve the confidentiality of Leases and Commission Agreements (the "Assignment their own similar information, but in no event less than a reasonable degree of Leases") duly executed and acknowledged by Seller in the form attached hereto as Exhibit C and made a part hereof for all purposescare. (iv) A Blanket ConveyanceIf this Agreement is terminated, Xxxx of Sale the Seller will, and Assignment ("Xxxx of Sale") duly executed will procure that Evocomm will, use their best efforts to cause the Seller’s and Evocomm’s representatives to, destroy or deliver to the Buyer Parties, upon request, all documents and other materials, and all copies thereof, obtained by Seller the Seller, Evocomm or their Affiliates, or on their behalf from the Buyer Parties in the form attached hereto as Exhibit D and made a part hereof for all purposesconnection with this Agreement that are subject to such confidence. (v) The Estoppel Certificates as required pursuant to Section 7.3 hereof. (vi) All original Tenant Leases that are in Seller's possession together with letters addressed to the Tenants obligations of the Property (the "Notice Letters") in the form attached hereto as Exhibit G and made a part hereof for all purposes, or in such other form as may be mutually agreed upon by Seller and Purchaser, duly executed by Seller. Evocomm under this Section 6.7.1 shall continue for a period of three (vii3) Original counterparts years following the date of all Service Contracts that are in Seller's possession and which are to be assumed by Purchaser, together with letters addressed to the service providers thereunder in the form attached hereto as Exhibit G-2 (the "Service Contract Notice Letters"), duly executed by Seller. (viii) A Non-Foreign Affidavit in the form attached hereto as Exhibit E and made a part hereof for all purposes, duly executed by Seller. (ix) All amounts owing to Purchaser by Seller under Article IX hereof. (x) Evidence satisfactory to Purchaser and the Title Company that the person or persons executing this Contract and the closing documents on behalf of Seller have full right, power and authority to do so. (xi) Other items reasonably requested by the Title Company for the sale disclosure of the Property in accordance with this Contract or for administrative requirements for consummating the ClosingConfidential Information. (xii) Originals of all Existing Loan Documents (other than the note) in the possession of Seller. (xiii) Evidence of termination of all Service Contracts and Commission Agreements not being assumed by Purchaser at Closing. (xiv) An updated Rent Roll certified by Seller as being true, accurate and complete as of the Closing Date in the same format as Schedule 5.3(a) hereto. (xv) An original of a closing statement prepared by the Title Company setting forth the Purchase Price and the closing adjustments and prorations. (xvi) A Designation of Person Responsible for Tax Reporting under Internal Revenue Code Section 6045 designating the Title Company as the party responsible for making the returns required under Internal Revenue Code Section 6045. (xvii) Keys to all locks at the Property. (xviii) An original Assumption, Consent and Modification Agreement (the "Assumption Agreement") and an Estoppel Certificate from Existing Lender consenting to the transfer of the Property, confirming the assumption and modification of the Existing Loan and confirming that Seller is not in default under the Existing Loan Documents, all in form and substance reasonably satisfactory to Purchaser. (xix) Evidence that Broker (hereinafter defined) has or will be paid at Closing the brokerage commissions referred to in Section 11.1 hereof. (xx) A management agreement for the Property and all of the properties under the Dependent Contracts executed by Xxxxxxx Commercial Management, Inc. in form and substance reasonably acceptable to Purchaser and Xxxxxxx Commercial Management, Inc. (the "Management Agreement"), which Management Agreement shall have a term of one year, be terminable by Purchaser after six months without cause or premium, have a management fee of five percent (5%), pay standard leasing commissions and require Purchaser to pay $300,000 to such manager for use exclusively as bonuses to employees of such manager that are dedicated to property level services including, without limitation, accounting and leasing services, with no more than $150,000 of such bonuses being paid prior to the date that is six months after the Closing, provided, however, if Purchaser acquires less than all of the properties under this Contract and the Dependent Contracts pursuant to Section 14.1(f) hereof, then Purchaser shall be entitled to reduce such $300,000 figure on a pro rata basis based upon the purchase prices of the properties not acquired under this Contract and the Dependent Contracts to the aggregate purchase prices of all of the properties under this Contract and the Dependent Contracts.

Seller. At the Closing2520 XXXXXX FEE, Seller shall deliverLLC, or cause to be delivered, to the Title Company for recording or delivery to Purchaser, as applicable, each a Delaware limited liability company By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory Exhibits: A: Legal Description / Property Address B: Form of Xxxx of Sale C: Form of Assignment of Warranties D: Questionnaire E: Description of Facilities F: Existing Lease G: Form of Estoppel Certificate H: Assignment and Assumption of Lease I: Form of Deed For and in consideration of the following items: sum of Ten Dollars (i$10.00) A standard Texas form Owner Policy of Title Insurance dated no earlier than the date of the filing of the Deed described in Section 8.2(a)(ii) hereof, issued by the Title Company for the benefit of and at the expense of Purchaser, other good and insuring Purchaser's title in the amount of valuable consideration (including the Purchase Price), subject only the receipt and sufficiency of which are hereby acknowledged, 2520 XXXXXX FEE, LLC, a Delaware limited liability company (“Seller”), does hereby assign, grant, bargain, sell, transfer, convey, and deliver to _______________________ (“Purchaser”), all of Seller’s right, title and interest in and to the Permitted Exceptions assets of Seller (collectively, the "Title Policy"). (ii“Assets”) described on Exhibit A Special Warranty Deed (the "Deed") duly executed and acknowledged by Seller in the form attached hereto as Exhibit B and made a part hereof for all purposes sufficient incorporated herein by reference, to convey have and to hold the same by Purchaser good and indefeasible its successors and assigns. Seller represents and warrants that it holds title to the Land and Improvements Assets free and clear of any and all liens and encumbrances except Liens. Except for the Permitted Exceptions. (iii) An Assignment foregoing representation and Assumption of Leases warranty, Seller transfer the Assets, “As Is”, “Where Is” and Commission Agreements (the "Assignment of Leases") duly executed “With All Faults” and acknowledged by Seller without recourse. Capitalized terms used in the form attached hereto as Exhibit C and made a part hereof for all purposes. (iv) A Blanket Conveyance, this Xxxx of Sale and Assignment in Exhibit A attached hereto and not otherwise defined herein or therein shall have the meaning ascribed thereto in that certain Purchase and Sale Agreement, dated as of November __, 2016, as amended, between Seller and Purchaser ("Xxxx the “Purchase Agreement”). Executed as of Sale") duly executed by Seller _____________, 2016. SELLER: 2520 XXXXXX FEE, LLC, a Delaware limited liability company Name: Title: All of Seller’s right, title and interest in and to all fixtures, machinery, apparatus, equipment, fittings and appliances of every kind and nature whatsoever now or hereafter affixed or attached to or installed in or on any of the land or improvements with respect to the Real Property (as defined in the form attached hereto as Exhibit D and made a part hereof for all purposes. (v) The Estoppel Certificates as required pursuant to Section 7.3 hereof. (vi) All original Tenant Leases that are in Seller's possession together with letters addressed to the Tenants of the Property (the "Notice Letters") in the form attached hereto as Exhibit G and made a part hereof for all purposes, or in such other form as may be mutually agreed upon by Seller and Purchaser, duly executed by Seller. (vii) Original counterparts of all Service Contracts that are in Seller's possession and which are to be assumed by Purchaser, together with letters addressed to the service providers thereunder in the form attached hereto as Exhibit G-2 (the "Service Contract Notice Letters"Purchase Agreement), duly executed by Seller. including all electrical, anti-pollution, heating, lighting (viii) A Nonincluding hanging fluorescent lighting), light poles, incinerating, power, air cooling, air conditioning, humidification, sprinkling, plumbing, lifting (including any hydraulic lifts), cleaning, fire prevention, fire extinguishing and ventilating systems, devices and machinery and all engines, pipes, pumps, tanks (including exchange tanks and above-Foreign Affidavit in ground fuel storage tanks), signs, canopies, motors, conduits, ducts, steam circulation coils, blowers, steam lines, compressors, oil burners, boilers, doors, windows, loading platforms, lavatory facilities, stairwells, fencing (including cyclone fencing), passenger and freight elevators, overhead cranes and garage units, but excluding all USTs, sinks, fire extinguishers and furniture presently located on the form attached hereto as Exhibit E and Real Property. THIS ASSIGNMENT OF WARRANTIES (this “Assignment”), is made a part hereof for all purposes, duly executed by Seller. (ix) All amounts owing to Purchaser by Seller under Article IX hereof. (x) Evidence satisfactory to Purchaser and the Title Company that the person or persons executing this Contract and the closing documents on behalf of Seller have full right, power and authority to do so. (xi) Other items reasonably requested by the Title Company for the sale of the Property in accordance with this Contract or for administrative requirements for consummating the Closing. (xii) Originals of all Existing Loan Documents (other than the note) in the possession of Seller. (xiii) Evidence of termination of all Service Contracts and Commission Agreements not being assumed by Purchaser at Closing. (xiv) An updated Rent Roll certified by Seller as being true, accurate and complete as of the Closing Date in the same format as Schedule 5.3(a) hereto. _______________________________, 2016 by and between 2520 XXXXXX FEE, LLC, a Delaware limited liability company (xv) An original of a closing statement prepared by the Title Company setting forth the Purchase Price and the closing adjustments and prorations. (xvi) A Designation of Person Responsible for Tax Reporting under Internal Revenue Code Section 6045 designating the Title Company as the party responsible for making the returns required under Internal Revenue Code Section 6045. (xvii) Keys to all locks at the Property. (xviii) An original Assumption, Consent and Modification Agreement (the "Assumption Agreement"“Assignor”) and an Estoppel Certificate from Existing Lender consenting to the transfer of the Property, confirming the assumption and modification of the Existing Loan and confirming that Seller is not in default under the Existing Loan Documents, all in form and substance reasonably satisfactory to Purchaser_________________________ (“Assignee”). (xix) Evidence that Broker (hereinafter defined) has or will be paid at Closing the brokerage commissions referred to in Section 11.1 hereof. (xx) A management agreement for the Property and all of the properties under the Dependent Contracts executed by Xxxxxxx Commercial Management, Inc. in form and substance reasonably acceptable to Purchaser and Xxxxxxx Commercial Management, Inc. (the "Management Agreement"), which Management Agreement shall have a term of one year, be terminable by Purchaser after six months without cause or premium, have a management fee of five percent (5%), pay standard leasing commissions and require Purchaser to pay $300,000 to such manager for use exclusively as bonuses to employees of such manager that are dedicated to property level services including, without limitation, accounting and leasing services, with no more than $150,000 of such bonuses being paid prior to the date that is six months after the Closing, provided, however, if Purchaser acquires less than all of the properties under this Contract and the Dependent Contracts pursuant to Section 14.1(f) hereof, then Purchaser shall be entitled to reduce such $300,000 figure on a pro rata basis based upon the purchase prices of the properties not acquired under this Contract and the Dependent Contracts to the aggregate purchase prices of all of the properties under this Contract and the Dependent Contracts.

Seller. At the Closing, Seller shall deliver, or cause to be delivered, to the Title Company for recording or delivery to Purchaser, as applicable, each of the following items: (i) A standard Texas form ALTA Owner Policy of Title Insurance dated no earlier than the date of the filing of the Deed deed described in Section 8.2(a)(ii) hereof, issued by the Title Company for the benefit of and at the expense of PurchaserCompany, and insuring Purchaser's title in the amount of the Purchase Price, subject only to the Permitted Exceptions (the "Title Policy"). (ii) A Special Warranty Grant, Bargain, Sale Deed (the "Deed") duly executed and acknowledged by Seller in the form attached hereto as Exhibit B and made a part hereof for all purposes (with such reasonable changes thereto as may be required by the Title Company in order to comply with the laws of the State of Nevada) sufficient to convey to Purchaser good and indefeasible title to the Land and Improvements Property free and clear of all liens and encumbrances except for the Permitted Exceptions. (iii) An Assignment and Assumption of Leases and Commission Agreements (the "Assignment of Leases") duly executed and acknowledged by Seller in the form attached hereto as Exhibit C and made a part hereof for all purposes. (iv) A Blanket Conveyance, Xxxx Bill of Sale and Assignment ("Xxxx Bill of Sale") duly executed xxxxuted by Seller in the form attached xxxached hereto as Exhibit D and made a part hereof for all purposes. (v) The Estoppel Certificates as required pursuant to Section 7.3 hereof. (vi) All original Tenant Leases that are in Seller's possession together with letters addressed to the Tenants of the Property (the "Notice Letters") in the form attached hereto as Exhibit G and made a part hereof for all purposes, or in such other form as may be mutually agreed upon by Seller and Purchaser, duly executed by Seller. (vii) Original counterparts of all Service Contracts that are in Seller's possession and which are to be assumed by Purchaser, together with letters addressed to the service providers thereunder in the form attached hereto as Exhibit G-2 (the "Service Contract Notice Letters"), duly executed by Seller. (viii) A Non-Foreign Affidavit in the form attached hereto as Exhibit E and made a part hereof for all purposes, duly executed by Seller. (ix) All amounts owing to Purchaser by Seller under Article IX hereof. (x) Evidence satisfactory to Purchaser and the Title Company that the person or persons executing this Contract and the closing documents on behalf of Seller have full right, power and authority to do so. (xi) Other items reasonably requested by the Title Company for the sale of the Property in accordance with this Contract or for administrative requirements for consummating the Closing. (xii) Originals of all Existing Loan Documents (other than the note) in the possession of Seller. (xiii) Evidence of termination of all Service Contracts and Commission Agreements not being assumed by Purchaser at Closing. (xiv) An updated Rent Roll certified by Seller as being true, accurate and complete as of the Closing Date in the same format as Schedule 5.3(a) hereto. (xv) An original of a closing statement prepared by the Title Company setting forth the Purchase Price and the closing adjustments and prorations. (xvi) A Designation of Person Responsible for Tax Reporting under Internal Revenue Code Section 6045 designating the Title Company as the party responsible for making the returns required under Internal Revenue Code Section 6045. (xvii) Keys to all locks at the Property. (xviii) An original Assumption, Consent and Modification Agreement (the "Assumption Agreement") and an Estoppel Certificate from Existing Lender consenting to the transfer of the Property, confirming the assumption and modification of the Existing Loan and confirming that Seller is not in default under the Existing Loan Documents, all in form and substance reasonably satisfactory to Purchaser. (xix) Evidence that Broker (hereinafter defined) has or will be paid at Closing the brokerage commissions referred to in Section 11.1 hereof. (xx) A management agreement for the Property and all of the properties under the Dependent Contracts executed by Xxxxxxx Commercial Management, Inc. in form and substance reasonably acceptable to Purchaser and Xxxxxxx Commercial Management, Inc. (the "Management Agreement"), which Management Agreement shall have a term of one year, be terminable by Purchaser after six months without cause or premium, have a management fee of five percent (5%), pay standard leasing commissions and require Purchaser to pay $300,000 to such manager for use exclusively as bonuses to employees of such manager that are dedicated to property level services including, without limitation, accounting and leasing services, with no more than $150,000 of such bonuses being paid prior to the date that is six months after the Closing, provided, however, if Purchaser acquires less than all of the properties under this Contract and the Dependent Contracts pursuant to Section 14.1(f) hereof, then Purchaser shall be entitled to reduce such $300,000 figure on a pro rata basis based upon the purchase prices of the properties not acquired under this Contract and the Dependent Contracts to the aggregate purchase prices of all of the properties under this Contract and the Dependent Contracts.

Seller. At the Closing, Seller (and, as appropriate, Mxxxxx) shall deliver, or cause to be delivered, to the Title Company for recording or delivery deliver to Purchaser, as applicable, each of the following items, fully execut3ed, as applicable: 7.2.1.1 An Agreement of Assignment and Assumption (ithe "Assignment") in the form set forth on Exhibit 7.2.1.1, attached hereto and incorporated herein with respect to the Interests. The acceptance of the Assignment at Closing, shall be deemed to be full performance of, and discharge of, every agreement and obligation on Seller’s part to be performed under this Purchase Contract, except for the Surviving Obligations. 7.2.1.2 The certificate of formation and operating agreement of Property Owner certified as being rue, complete and correct in all respects. 7.2.1.3 Proof that Property Owner and, if applicable, Seller is duly and validly organized and presently existing in good standing under the laws of its respective formation together with the applicable authority documents, authorizing the sale of the Interests to Purchaser and the execution, delivery and performance by Seller of this Purchase Contract and each document to be executed and delivered by Seller in connection with this Purchase Contract and designating one or more officers to execute documents in Seller's name in connection herewith, certified as correct and complete by Seller, together with an incumbency certificate for each person executing documents on behalf of Seller. 7.2.1.4 All certificates and assignments evidencing the Interests, if any. 7.2.1.5 A closing statement executed by Seller. 7.2.1.6 A seller’s affidavit in the customary form reasonably acceptable to Seller, executed by Property Owner, to enable Title Insurer to delete the standard exceptions to the title insurance policy to be issued pursuant to the Title Commitments (other than matters constituting any Permitted Exceptions) and the promulgated Texas form Owner Policy of Title Insurance non-imputation endorsement. 7.2.1.7 A certification of Seller’s non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 7.2.1.8 Except for the items expressly listed herein to be delivered at Closing, delivery of any other required items shall be deemed made by Seller to Purchaser, if Seller leaves such documents at the Property in their customary place of storage or in the custody of Purchaser’s representatives. 7.2.1.9 To the extent in Seller’s possession or control, original copies of the Leases and Property Contracts, lease files, keys to the property, Property Owner’s books and records (other than proprietary information) regarding the Property. 7.2.1.10 Evidence of notice of termination of the Rejected Contracts as required in Section 6.5. 7.2.1.11 Proof that the Management Contract has been terminated and is of no further force or effect. 7.2.1.12 An updated, certified rent roll dated no earlier than the date of the filing of the Deed described in Section 8.2(a)(iithree (3) hereof, issued by the Title Company for the benefit of and at the expense of Purchaser, and insuring Purchaser's title in the amount of the Purchase Price, subject only business days prior to the Permitted Exceptions (the "Title Policy")Closing Date. (ii) 7.2.1.13 A Special Warranty Deed (the "Deed") duly executed and acknowledged by Seller Tenant Letter substantially in the form attached hereto as Exhibit B and made a part hereof for all purposes sufficient to convey to Purchaser good and indefeasible title 7.2.1.13. 7.2.1.14 All warranties relating to the Land and Improvements free and clear of all liens and encumbrances except for the Permitted Exceptions. (iii) An Assignment and Assumption of Leases and Commission Agreements (the "Assignment of Leases") duly executed and acknowledged by Seller in the form attached hereto as Exhibit C and made a part hereof for all purposes. (iv) A Blanket Conveyance, Xxxx of Sale and Assignment ("Xxxx of Sale") duly executed by Seller in the form attached hereto as Exhibit D and made a part hereof for all purposes. (v) The Estoppel Certificates as required pursuant to Section 7.3 hereof. (vi) All original Tenant Leases that are in Seller's possession together with letters addressed to the Tenants construction of the Property (the "Notice Letters") in the form attached hereto as Exhibit G Improvements and made a part hereof for all purposes, any fixtures and equipment installed or in such other form as may be mutually agreed upon by Seller and Purchaser, duly executed by Seller. (vii) Original counterparts of all Service Contracts that are in Seller's possession and which are to be assumed by Purchaser, together with letters addressed to the service providers thereunder in the form attached hereto as Exhibit G-2 (the "Service Contract Notice Letters"), duly executed by Seller. (viii) A Non-Foreign Affidavit in the form attached hereto as Exhibit E and made a part hereof for all purposes, duly executed by Seller. (ix) All amounts owing to Purchaser by Seller under Article IX hereof. (x) Evidence satisfactory to Purchaser and the Title Company that the person located on or persons executing this Contract and the closing documents on behalf of Seller have full right, power and authority to do so. (xi) Other items reasonably requested by the Title Company for the sale of the Property in accordance with this Contract or for administrative requirements for consummating the Closing. (xii) Originals of all Existing Loan Documents (other than the note) in the possession of Seller. (xiii) Evidence of termination of all Service Contracts and Commission Agreements not being assumed by Purchaser at Closing. (xiv) An updated Rent Roll certified by Seller as being true, accurate and complete as of the Closing Date in the same format as Schedule 5.3(a) hereto. (xv) An original of a closing statement prepared by the Title Company setting forth the Purchase Price and the closing adjustments and prorations. (xvi) A Designation of Person Responsible for Tax Reporting under Internal Revenue Code Section 6045 designating the Title Company as the party responsible for making the returns required under Internal Revenue Code Section 6045. (xvii) Keys to all locks at the Property. (xviii) An original Assumption, Consent and Modification Agreement (7.2.1.15 Such other documents as are reasonably necessary to consummate the "Assumption Agreement") and an Estoppel Certificate from Existing Lender consenting to transactions herein contemplated in accordance with the transfer terms of the Property, confirming the assumption and modification of the Existing Loan and confirming that Seller is not in default under the Existing Loan Documents, all in form and substance reasonably satisfactory to Purchaserthis Purchase Contract. (xix) Evidence that Broker (hereinafter defined) has or will be paid at Closing the brokerage commissions referred to in Section 11.1 hereof. (xx) A management agreement for the Property and all of the properties under the Dependent Contracts executed by Xxxxxxx Commercial Management, Inc. in form and substance reasonably acceptable to Purchaser and Xxxxxxx Commercial Management, Inc. (the "Management Agreement"), which Management Agreement shall have a term of one year, be terminable by Purchaser after six months without cause or premium, have a management fee of five percent (5%), pay standard leasing commissions and require Purchaser to pay $300,000 to such manager for use exclusively as bonuses to employees of such manager that are dedicated to property level services including, without limitation, accounting and leasing services, with no more than $150,000 of such bonuses being paid prior to the date that is six months after the Closing, provided, however, if Purchaser acquires less than all of the properties under this Contract and the Dependent Contracts pursuant to Section 14.1(f) hereof, then Purchaser shall be entitled to reduce such $300,000 figure on a pro rata basis based upon the purchase prices of the properties not acquired under this Contract and the Dependent Contracts to the aggregate purchase prices of all of the properties under this Contract and the Dependent Contracts.

Seller. At the Closing, Seller shall deliver, or cause to be delivered, to the Title Company for recording or delivery to Purchaser, as applicable, Purchaser each of the following items: (i) A standard Texas form ALTA Extended Coverage Owner Policy of Title Insurance dated no earlier than the date of the filing of the Deed deed described in Section 8.2(a)(ii) hereof, issued by the Title Company for the benefit of and at the expense of PurchaserCompany, and insuring Purchaser's title in the amount of the Purchase Price, subject only to the Permitted Exceptions and conforming to the requirements of Article IV hereof (the "Title Policy"). (ii) A Special Warranty standard California form of Grant Deed (the "Deed") duly executed and acknowledged by Seller in the form attached hereto as Exhibit B reasonably satisfactory to Seller and made a part hereof for all purposes Purchaser and sufficient to convey to Purchaser good and indefeasible title to the Land and Improvements Property free and clear of all liens and encumbrances except for the Permitted Exceptions. (iii) An Assignment and Assumption of Leases and Commission Agreements (the "Assignment of Leases") duly executed and acknowledged by Seller in the form attached hereto as Exhibit C and made a part hereof for all purposes. (iv) A Blanket Conveyance, Xxxx Bill of Sale and Assignment ("Xxxx Bill of Sale") duly executed by Seller Xxxxer in the form attached hereto as Exhibit D and made a part hereof for all purposes. (v) The Estoppel Certificates as required pursuant to REA which is provided for in Section 7.3 hereof. (vi) All original Tenant Leases that are in Seller's possession together with letters addressed to the Tenants of the Property (the "Notice Letters") in the form attached hereto as Exhibit G and made a part hereof for all purposes, or in such other form as may be mutually agreed upon by Seller and Purchaser, duly executed by Sellerpossession. (vii) Original counterparts An estoppel statement from Bank of all Service Contracts the West (as of the Closing Date) substantially in the form of Exhibit H attached hereto; (viii) All original contracts that are in Seller's possession and which are to be assumed by Purchaser, together with letters addressed to the service providers thereunder in the form attached hereto as Exhibit G-2 (the "Service Contract Notice Letters"), duly executed by Sellerpossession. (viii) A Non-Foreign Affidavit in the form attached hereto as Exhibit E and made a part hereof for all purposes, duly executed by Seller. (ix) All amounts owing to Purchaser by Seller under Article IX hereof. (x) Evidence satisfactory to Purchaser and the Title Company that the person or persons executing this Contract and the closing documents on behalf of Seller have full right, power and authority to do so. (xi) Other items reasonably requested by the Title Company for the sale of the Property in accordance with this Contract or for administrative requirements for consummating the Closing. (xii) Originals of all Existing Loan Documents (other than the note) in the possession of Seller. (xiii) Evidence of termination of all Service Contracts and Commission Agreements not being assumed by Purchaser at Closing. (xiv) An updated Rent Roll certified by Seller as being true, accurate and complete as of the Closing Date in the same format as Schedule 5.3(a) hereto. (xv) An original of a closing statement prepared by the Title Company setting forth the Purchase Price and the closing adjustments and prorations. (xvi) A Designation of Person Responsible for Tax Reporting under Internal Revenue Code Section 6045 designating the Title Company as the party responsible for making the returns required under Internal Revenue Code Section 6045. (xvii) Keys to all locks at the Property. (xviii) An original Assumption, Consent and Modification Agreement (the "Assumption Agreement") and an Estoppel Certificate from Existing Lender consenting to the transfer of the Property, confirming the assumption and modification of the Existing Loan and confirming that Seller is not in default under the Existing Loan Documents, all in form and substance reasonably satisfactory to Purchaser. (xix) Evidence that Broker (hereinafter defined) has or will be paid at Closing the brokerage commissions referred to in Section 11.1 hereof. (xx) A management agreement for the Property and all of the properties under the Dependent Contracts executed by Xxxxxxx Commercial Management, Inc. in form and substance reasonably acceptable to Purchaser and Xxxxxxx Commercial Management, Inc. (the "Management Agreement"), which Management Agreement shall have a term of one year, be terminable by Purchaser after six months without cause or premium, have a management fee of five percent (5%), pay standard leasing commissions and require Purchaser to pay $300,000 to such manager for use exclusively as bonuses to employees of such manager that are dedicated to property level services including, without limitation, accounting and leasing services, with no more than $150,000 of such bonuses being paid prior to the date that is six months after the Closing, provided, however, if Purchaser acquires less than all of the properties under this Contract and the Dependent Contracts pursuant to Section 14.1(f) hereof, then Purchaser shall be entitled to reduce such $300,000 figure on a pro rata basis based upon the purchase prices of the properties not acquired under this Contract and the Dependent Contracts to the aggregate purchase prices of all of the properties under this Contract and the Dependent Contracts.

Seller. At the Closing, Seller shall deliver, or cause to be delivered, to the Title Company for recording or delivery to Purchaser, as applicable, each of the following items: (i) A standard Texas form ALTA Owner Policy of Title Insurance ("Title Policy") dated no earlier than the date of the filing of the Deed deed described in Section 8.2(a)(ii) hereof, issued by the Title Company for the benefit of and at the expense of PurchaserCompany, and insuring Purchaser's title in the amount of the Purchase Price, subject only to the Permitted Exceptions (the "Title Policy"). The Title Policy shall contain, to the extent available in the State of Florida: (a) extended coverage over all general exceptions, (b) an ALTA 3.0 zoning endorsement, (c) an access endorsement, (d) a survey endorsement, (e) a legal description equivalency endorsement, (f) a contiguity endorsement, if applicable, and (g) an endorsement providing coverage over creditors' rights exceptions. (ii) A Special Warranty Deed (the "Deed") duly executed and acknowledged by Seller in the form attached hereto as Exhibit B and made a part hereof for all purposes (with such reasonable changes thereto as may be required by the Title Company in order to comply with the laws of the State of Florida) sufficient to convey to Purchaser good and indefeasible title to the Land and Improvements Property free and clear of all liens and encumbrances except for the Permitted Exceptions. (iii) An Assignment and Assumption of Leases and Commission Agreements (the "Assignment of Leases") duly executed and acknowledged by Seller in the form attached hereto as Exhibit C and made a part hereof for all purposes. (iv) A Blanket Conveyance, Xxxx Bill of Sale and Assignment ("Xxxx Bill of Sale") duly executed by executxx xy Seller in the form attached attacxxx hereto as Exhibit D and made a part hereof for all purposes. (v) The Estoppel Certificates as required pursuant to Section 7.3 hereof. (vi) All original Tenant Leases that are in Seller's possession together with letters Letters addressed to the Tenants tenants of the Property (the "Notice Letters") in the form attached hereto as Exhibit G F and made a part hereof for all purposes, purposes or in such other form as may be mutually agreed upon by Seller and Purchaser, duly executed by Seller. (vii) Original counterparts of all Service Contracts that are in Seller's possession and which are to be assumed by Purchaser, together with letters addressed to the service providers thereunder in the form attached hereto as Exhibit G-2 (the "Service Contract Notice Letters"), duly executed by Seller. (viiivi) A Non-Foreign Affidavit in the form attached hereto as Exhibit E and made a part hereof for all purposes, duly executed by Seller. (ixvii) All amounts owing to Purchaser by Seller under Article IX hereof. (xviii) Evidence reasonably satisfactory to Purchaser and the Title Company that the person or persons executing this Contract and the closing documents on behalf of Seller have full right, power and authority to do so. (ix) Rent Roll prepared with respect to the Property in the form normally prepared by Seller which shall be certified as being true and correct in all material respects as of a date not more than five (5) business days prior to Closing. (x) A recertification of the Seller's representations and warranties as set forth in Section 6.2 above, as being true and correct in all material respects as of Closing, but such recertification shall not extend the survival period of such representations and warranties, beyond that otherwise set forth herein. (xi) A consent letter from Existing Lender consenting to the terms of the transaction contemplated by this Contract, acknowledging the current outstanding principal balance of the First Note, the Second Note and the other Existing Loan Documents and stating the amount of funds held by Existing Lender in any escrow, reserve, capital improvement or similar accounts pursuant to the terms of the Existing Loan Documents or otherwise. (xii) Other items reasonably requested by the Title Company for the sale of the Property in accordance with this Contract or for administrative requirements for consummating the Closing. (xii) Originals of all Existing Loan Documents (other than the note) in the possession of Seller. (xiii) Evidence of termination of all Service Contracts and Commission Agreements not being assumed by Purchaser at Closing. (xiv) An updated Rent Roll certified by Seller as being true, accurate and complete as of the Closing Date in the same format as Schedule 5.3(a) hereto. (xv) An original of a closing statement prepared by the Title Company setting forth the Purchase Price and the closing adjustments and prorations. (xvi) A Designation of Person Responsible for Tax Reporting under Internal Revenue Code Section 6045 designating the Title Company as the party responsible for making the returns required under Internal Revenue Code Section 6045. (xvii) Keys to all locks at the Property. (xviii) An original Assumption, Consent and Modification Agreement (the "Assumption Agreement") and an Estoppel Certificate from Existing Lender consenting to the transfer of the Property, confirming the assumption and modification of the Existing Loan and confirming that Seller is not in default under the Existing Loan Documents, all in form and substance reasonably satisfactory to Purchaser. (xix) Evidence that Broker (hereinafter defined) has or will be paid at Closing the brokerage commissions referred to in Section 11.1 hereof. (xx) A management agreement for the Property and all of the properties under the Dependent Contracts executed by Xxxxxxx Commercial Management, Inc. in form and substance reasonably acceptable to Purchaser and Xxxxxxx Commercial Management, Inc. (the "Management Agreement"), which Management Agreement shall have a term of one year, be terminable by Purchaser after six months without cause or premium, have a management fee of five percent (5%), pay standard leasing commissions and require Purchaser to pay $300,000 to such manager for use exclusively as bonuses to employees of such manager that are dedicated to property level services including, without limitation, accounting and leasing services, with no more than $150,000 of such bonuses being paid prior to the date that is six months after the Closing, provided, however, if Purchaser acquires less than all of the properties under this Contract and the Dependent Contracts pursuant to Section 14.1(f) hereof, then Purchaser shall be entitled to reduce such $300,000 figure on a pro rata basis based upon the purchase prices of the properties not acquired under this Contract and the Dependent Contracts to the aggregate purchase prices of all of the properties under this Contract and the Dependent Contracts.