Common use of Seller’s Closing Documents and Other Items Clause in Contracts

Seller’s Closing Documents and Other Items. At or before Closing, each Seller shall deposit into escrow the following items with respect to its respective Property: 9.3.1 Duly executed and acknowledged Special (Limited) Warranty Deed, the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period (the “Deed”); 9.3.2 Two duly executed counterparts of a Xxxx of Sale, the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period (the “Xxxx of Sale”); 9.3.3 Two (2) duly executed counterparts of an Assignment and Assumption of Lease, the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period (the “Assignment and Assumption of Lease”); 9.3.4 Two (2) duly executed counterparts of an Assignment and Assumption of Contracts, Warranties and Guaranties, Licenses and Permits and Other Intangible Property, the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period (the “Assignment and Assumption of Contracts”); 9.3.5 Originals of (i) the Leases, including, without limitation, the fully executed Lease Amendments (and original, associated lease files), (ii) the Contracts, (iii) any agreements entered into by Seller after the Effective Date in accordance with Section 8.2, and (iv) and the Licenses and Permits; 9.3.6 The original Bulk Sales Release or, in the alternative, the Bulk Sales Indemnity Agreement; 9.3.7 A certificate from Tenant certifying that no Material Adverse Change has occurred in Tenant’s financial condition since the expiration of the Due Diligence Period; 9.3.8 A certificate from Seller reaffirming the continued truth and validity, in all material respects, of the representations of Seller as set forth in Section 6.1;

Seller’s Closing Documents and Other Items. At or before Closing, each Seller shall deposit into escrow the following items items: 10.3.1 Two (2) original counterparts of an assignment and assumption of concession agreement with respect to its respective Property: 9.3.1 Duly the Lake Concession Agreement duly executed and acknowledged Special (Limited) Warranty Deed, by Lake Seller in the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period attached hereto as Exhibit D (the “DeedAssignment and Assumption of Lake Concession Agreement”); 9.3.2 10.3.2 Two (2) original counterparts of an assignment and assumption of lease agreement with respect to the Mansfield Lease Agreement duly executed counterparts of a Xxxx of Sale, by Mansfield Seller in the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period attached hereto as Exhibit E (the “Xxxx Assignment and Assumption of SaleMansfield Lease Agreement”); 9.3.3 10.3.3 One (1) original of the Termination of Development Agreement in the form attached hereto as Schedule 10.3.3; 10.3.4 Two (2) original counterparts of Xxxx of Sale and Assignment Agreements with respect to (i) the transfer of the Lake Personal Property and the Mansfield Personal Property each in the form attached hereto as Exhibit G (collectively, the Xxxx of Sale and Assignment Agreements”) duly executed by Lake Seller, Mansfield Seller or EAGL, as applicable; provided, however, for purposes of the Xxxx of Sale and Assignment Agreements, the Personal Property shall not include the Contracts, the Warranties and Guaranties and the Licenses and Permits which all shall be assigned by separate documents; 10.3.5 Two (2) original counterparts of assignments and assumptions with respect to the Lake Contracts and the Mansfield Contracts (collectively, the “Assignments and Assumptions of Contracts”) each in the form attached hereto as Exhibit H duly executed by Lake Seller, Mansfield Seller or EAGL, as applicable; 10.3.6 Two (2) original counterparts of assignments and assumptions with respect to the Lake Water Documents and the Mansfield Effluent Discharge Rights (collectively, the “Assignments of Water Documents”) each in the form attached hereto as Exhibit I, duly executed by Lake Seller or Mansfield Seller, as applicable; 10.3.7 Two (2) original counterparts of assignments and assumptions with respect to the Lake warranties and guaranties and Lake Licenses and Permits and the Mansfield warranties and guaranties and Mansfield Licenses and Permits (collectively, the “Assignments and Assumptions of Warranties and Guaranties, and Licenses and Permits”) each in the form attached hereto as Exhibit J, duly executed by Lake Seller or Mansfield Seller, as applicable; 10.3.8 Two (2) original counterparts of an assignment and assumption of one hundred percent (100%) of the limited liability company interest in Grapevine Golf, L.L.C. ( the “Assignment and Assumption of Cowboys GP Interest”) in the form attached hereto as Exhibit K, duly executed by EAGL; 10.3.9 Two (2) original counterparts of an assignment and assumption of Cowboys LP Interest (the “Assignment and Assumption of Cowboys LP Interest”) in the form attached hereto as Exhibit L, duly executed by EAGL; 10.3.10 Two (2) duly executed counterparts of an Assignment the Seller’s Certificate regarding representations and Assumption of Lease, the form of which shall warranties to be agreed upon by Seller and Buyer during the Due Diligence Period (the “Assignment and Assumption of Lease”)provided pursuant to Section 7.1 hereof; 9.3.4 10.3.11 Affidavits pursuant to Section l445(b)(2) of the Code, and on which Buyer is entitled to rely, executed by each of Seller stating that each Seller respectively is not a “foreign person” within the meaning of Section l445(f)(3) of the Code; 10.3.12 If applicable, duly completed and signed real estate transfer tax declarations; 10.3.13 Two (2) duly executed counterparts of an Assignment and Assumption of Contracts, Warranties and Guaranties, Licenses and Permits and Other Intangible Property, the form of which shall Closing Statements; and 10.3.14 Such other documents as may be reasonably required by the Title Company or as may be agreed upon by Seller and Buyer during to consummate the Due Diligence Period (the “Assignment and Assumption of Contracts”); 9.3.5 Originals of (i) the Leases, including, without limitation, the fully executed Lease Amendments (and original, associated lease files), (ii) the Contracts, (iii) any agreements entered into by Seller after the Effective Date in accordance with Section 8.2, and (iv) and the Licenses and Permits; 9.3.6 The original Bulk Sales Release or, in the alternative, the Bulk Sales Indemnity Agreement; 9.3.7 A certificate from Tenant certifying that no Material Adverse Change has occurred in Tenant’s financial condition since the expiration purchase of the Due Diligence Period; 9.3.8 A certificate from Seller reaffirming the continued truth and validity, in all material respects, of the representations of Seller Property as set forth in Section 6.1;contemplated by this Agreement.

Seller’s Closing Documents and Other Items. At or before Closing, each Seller shall deposit into escrow the following items with respect to its respective Propertyitems: 9.3.1 Duly A duly executed and acknowledged Special (Limited) Warranty Deed, Deed in the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period attached hereto as EXHIBIT C (the “Deed”"DEED"); 9.3.2 Two duly executed counterparts of a Xxxx of Sale, Sale in the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period attached hereto as EXHIBIT D (the “Xxxx of Sale”"XXXX OF SALE"); 9.3.3 Two (2) duly executed counterparts of an Assignment and Assumption of Lease, Leases in the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period attached hereto as EXHIBIT E (the “Assignment and Assumption of Lease”"ASSIGNMENT AND ASSUMPTION OF LEASES"); 9.3.4 Two (2) duly executed counterparts of an Assignment and Assumption of Contracts, Warranties and Guaranties, Licenses and Permits and Other Intangible Property in the form attached hereto as EXHIBIT F (the "ASSIGNMENT AND ASSUMPTION OF CONTRACTS"); 9.3.5 An affidavit pursuant to Section l445(b)(2) of the Code, and on which Buyer is entitled to rely, stating that Seller is not a "foreign person" within the meaning of Section l445(f)(3) of the Code; 9.3.6 Notices to each Tenant of the Property, signed by Seller, that shall disclose that the form Property has been sold to Buyer and that, after the Closing, all rents should be paid to Buyer or Buyer's designee; 9.3.7 Seller shall deliver to Buyer a set of which keys to the Property on the Closing Date (location of any of the items referred to in this subsection at the Property on the Closing Date shall be deemed to be delivery to Buyer); 9.3.8 If applicable, duly completed and signed real estate transfer tax declarations; 9.3.9 Such other documents as may be reasonably required by the Title Company or as may be agreed upon by Seller and Buyer during to consummate the Due Diligence Period (purchase of the “Assignment and Assumption of Contracts”); 9.3.5 Originals of (i) the Leases, including, without limitation, the fully executed Lease Amendments (and original, associated lease files), (ii) the Contracts, (iii) any agreements entered into Property as contemplated by Seller after the Effective Date in accordance with Section 8.2, and (iv) and the Licenses and Permits; 9.3.6 The original Bulk Sales Release or, in the alternative, the Bulk Sales Indemnity this Agreement; 9.3.7 A certificate from Tenant certifying that no Material Adverse Change has occurred 9.3.10 If applicable, with respect to any security deposits which are letters of credit, Seller shall, if the same are assignable, deliver to Buyer at the Closing such letters of credit, execute and deliver such other instruments as the issuers of such letters of credit shall reasonably require, and cooperate with Buyer to change the named beneficiary under such letters of credit to Buyer, so long as Seller does not incur any additional liability or expense in Tenant’s financial condition since the expiration connection therewith; 9.3.11 Two (2) duly executed counterparts of the Due Diligence PeriodClosing Statement; 9.3.8 9.3.12 Two (2) duly executed counterparts of the Loan Agreement; and 9.3.13 A certificate from certificate, dated as of the date of Closing, stating that the representations and warranties of Seller reaffirming contained in SECTION 6.1 are true and correct in all material respects as of the continued truth Closing Date identifying any representation or warranty which is not, or no longer is, true and validitycorrect (and has not been otherwise modified as permitted by this Agreement) and explaining the state of facts giving rise to the change. In no event shall Seller be liable to Buyer for, or be deemed to be in default hereunder, if any representation or warranty is so identified and is no longer true and correct in all material respects; provided, however, that in the event the representation or warranty is so identified and is no longer true and correct for any reason in accordance with this SECTION 9.3.13 then, such event shall constitute the non-fulfillment of the representations of Seller as condition set forth in Section 6.1;SECTION 9.2, entitling Buyer to terminate this Agreement by written notice to Seller and receive the prompt return of the Additional Deposit from the Escrow Agent, together with the interest earned thereon, whereupon Buyer and Seller will have no further rights or obligations under this Agreement, except as provided in SECTIONS 3.4, 3.5, 3.6, 9.6 and 10.

Seller’s Closing Documents and Other Items. (a) At or least one Business Day before Closing, each Seller shall deposit into escrow the following items with respect to its respective Propertyitems: 9.3.1 Duly (i) A duly executed and acknowledged Special (Limited) Warranty DeedGrant Deed for the Property, in the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period attached hereto as Exhibit B (the “Deed”), which shall contain a separate completed and signed real estate transfer tax declaration for the Property; 9.3.2 Two (ii) An affidavit in the form of Exhibit E attached hereto, pursuant to Section l445(b)(2) of the Code, and on which Buyer is entitled to rely, that Seller is not a “foreign person” within the meaning of Section l445(f)(3) of the Code, together with a California 593 Certificate pursuant to the corresponding provisions of the R&T Code; (iii) At least four duly executed counterparts of a the General Assignment in the form attached hereto as Exhibit C (the “General Assignment”); (iv) At least four duly executed counterparts of the Xxxx of Sale, Sale in the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period attached hereto as Exhibit D (the “Xxxx of Sale”); 9.3.3 Two (2v) At least four duly executed counterparts of an Assignment and Assumption of Lease, the Lease in the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period attached hereto as Exhibit G (the “Assignment and Assumption of Leaseback Lease”), pursuant to which Buyer shall lease to Seller and Seller shall lease from Buyer the Real Property for the term described therein; 9.3.4 Two (2vi) duly executed counterparts of an Assignment and Assumption of Contracts, Warranties and Guaranties, Licenses and Permits and Other Intangible Property, the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period (the “Assignment and Assumption of Contracts”); 9.3.5 Originals of (i) the Leases, including, without limitation, the fully executed Lease Amendments (and original, associated lease files), (ii) the Contracts, (iii) any agreements entered into by Seller after the Effective Date in accordance with Section 8.2, and (iv) and the Licenses and Permits; 9.3.6 The original Bulk Sales Release or, in the alternative, the Bulk Sales Indemnity Agreement; 9.3.7 A date down certificate from Tenant certifying that no Material Adverse Change has occurred in Tenant’s financial condition since the expiration of the Due Diligence Period; 9.3.8 A certificate from Seller reaffirming affirming the continued truth and validity, in all material respects, accuracy of the representations and warranties of Seller as set forth in Section 6.16.1 as of the Closing Date; (vii) Insurance certificates confirming the existence and primary terms of the insurance policies to be obtained by Seller as the tenant under Section 9.1 of the Leaseback Lease; (viii) A resolution and incumbency certificate of Seller to establish to Title Company’s reasonable satisfaction the due authority of Seller’s sale of the Property and Seller’s delivery of the documents required to be delivered by Seller pursuant to this Agreement; and (ix) Such other documents as may be reasonably required by the Title Company, including a commercially reasonable owner’s affidavit necessary to enable the Title Company to issue the Title Policy in accordance with the terms of this Agreement (on the Title Company’s standard form, or otherwise agreed to between Seller and Title Company) to consummate the purchase of the Property as contemplated by this Agreement. (b) Upon the Closing, Seller shall deliver to Buyer the keys to the Property to the extent in Seller’s possession.

Seller’s Closing Documents and Other Items. At or before Closing, each Seller shall deposit into escrow the following items with respect to its respective Propertyitems: 9.3.1 Duly A duly executed and acknowledged Special (Limited) Warranty Deed, Bargain and Sale Deed With Covenants Against Grantor’s Acts for the Real Property in the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period attached hereto as Exhibit “D” (the “Deed”); 9.3.2 Two duly executed counterparts of a Xxxx of Sale, the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period (the “Xxxx of Sale”); 9.3.3 Two (2) duly executed counterparts of an Assignment and Assumption of Lease, Intangible Personal Property in the form attached hereto as Exhibit “E” (the “Assignment and Assumption of Intangible Personal Property”); 9.3.3 An affidavit pursuant to Section 1445(b)(2) of the Code, and on which Buyer is entitled to rely, that the transferor of the Real Property is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code; 9.3.4 Seller shall deliver to Buyer a set of keys to the Real Property on the Closing Date. Location of any of the items referred to in this subsection at the Real Property on the Closing Date shall be deemed to be delivery to Buyer; 9.3.5 Such other documents as may be reasonably required by the Title Company or as may be agreed upon by Seller and Buyer during to consummate the Due Diligence Period (purchase of the “Assignment and Assumption Real Property as contemplated by this Agreement, including, without limitation, any additional documents required by the applicable state, county, city or municipality to consummate the purchase of Lease”)the Real Property as contemplated by this Agreement; 9.3.4 9.3.6 Two (2) duly executed counterparts of an Assignment and Assumption of Contracts, Warranties and Guaranties, Licenses and Permits and Other Intangible Property, the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period (the “Assignment and Assumption of Contracts”); 9.3.5 Originals of (i) the Leases, including, without limitation, the fully executed Lease Amendments (and original, associated lease files), (ii) the Contracts, (iii) any agreements entered into by Seller after the Effective Date in accordance with Section 8.2, and (iv) and the Licenses and Permits; 9.3.6 The original Bulk Sales Release or, in the alternative, the Bulk Sales Indemnity AgreementLease; 9.3.7 A certificate from Tenant certifying that no Material Adverse Change has occurred in Tenant’s financial condition since the expiration Two (2) duly executed counterparts of the Due Diligence PeriodClosing Statement; 9.3.8 A certificate from duly executed New Jersey Seller reaffirming Residency Certification/Exemption (form GIT/REP-3) and Affidavit of Consideration for use by Seller (form RTF-1); and 9.3.9 A duly executed owner’s affidavit reasonably acceptable to Title Company addressing matters as may be reasonably requested by Title Company in order to issue the continued truth and validity, in all material respects, of the representations of Seller as set forth in Section 6.1;Title Policy.

Seller’s Closing Documents and Other Items. At or before Closing, each Seller shall deposit into escrow the following items with respect to its respective Property:items: 257090980 v3 9.3.1 Duly (a) a duly executed and acknowledged Special (Limited) Warranty Deed, Deed in the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period attached Exhibit F (the “Deed”); 9.3.2 Two (b) two (2) duly executed counterparts of the Buyer-Seller Lease and one (1) duly executed and acknowledged counterpart of a Xxxx memorandum of Sale, the form of which shall be agreed upon by Buyer-Seller and Buyer during the Due Diligence Period (the “Xxxx of Sale”)Lease; 9.3.3 Two (c) two (2) duly executed counterparts of the ROFR and one (1) duly executed and acknowledged Memorandum of ROFR; (d) Intentionally deleted (e) two (2) duly executed counterparts of an Omnibus Assignment and Assumption of Lease, Agreement in the form of attached Exhibit H (the “Omnibus Assignment”); (f) an affidavit pursuant to Section 1445(b)(2) of the Code, on which shall Buyer is entitled to rely, that Seller (or, if Seller is a disregarded entity for federal income tax purposes, the person treated as the owner of the Property for such purposes) is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code; (g) a duly executed counterpart of the CT Transfer Act Filings with Seller signing as “Transferor” and Seller or an Affiliate signing as “Certifying Party” along with the appropriate DEEP filing fee; (h) a duly completed and signed real estate conveyance tax return for the Property (the “Transfer Tax Forms”); (i) documentation to establish to Buyer's reasonable satisfaction and the Title Company's satisfaction the due authority of Seller's disposition of the Property and Seller's delivery of the documents required to be delivered by Seller pursuant to this Agreement (including, but not limited to, the organizational documents of Seller, as they may have been amended from time to time, resolutions of Seller and incumbency certificates of Seller); (j) a duly executed certificate, stating that each of the representations and warranties of Seller set forth in this Agreement are, as of the Closing Date, true and accurate in all material respects, duly authorized and executed by Seller, in the form of attached Exhibit I (the “Seller's Certificate”); (k) a duly executed title affidavit in the form of Exhibit K (the “Owner's Affidavit”); (l) two (2) duly executed counterparts of the Access and Remediation Agreement; (m) a counterpart signature to the Closing Statement executed by Seller; and (n) such other documents as may be reasonably required by the Title Company or as may be agreed upon by Seller and Buyer during to consummate the Due Diligence Period (the “Assignment and Assumption of Lease”); 9.3.4 Two (2) duly executed counterparts of an Assignment and Assumption of Contracts, Warranties and Guaranties, Licenses and Permits and Other Intangible Property, the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period (the “Assignment and Assumption of Contracts”); 9.3.5 Originals of (i) the Leases, including, without limitation, the fully executed Lease Amendments (and original, associated lease files), (ii) the Contracts, (iii) any agreements entered into by Seller after the Effective Date in accordance with Section 8.2, and (iv) and the Licenses and Permits; 9.3.6 The original Bulk Sales Release or, in the alternative, the Bulk Sales Indemnity Agreement; 9.3.7 A certificate from Tenant certifying that no Material Adverse Change has occurred in Tenant’s financial condition since the expiration purchase of the Due Diligence Period; 9.3.8 A certificate from Seller reaffirming the continued truth and validity, in all material respects, of the representations of Seller Property as set forth in Section 6.1;expressly contemplated by this Agreement.

Seller’s Closing Documents and Other Items. At or before Closing, each Seller shall deposit into escrow the following items with respect to its respective Propertyitems: 9.3.1 Duly (a) A duly executed and acknowledged Special (Limited) Warranty Deed, Grant Deed for the Property in the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period attached hereto as Exhibit "D" (the “"Deed”"); 9.3.2 (b) Two duly executed counterparts of a Xxxx of Sale, Sale for the Property in the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period attached hereto as Exhibit "E" (the “"Xxxx of Sale”"); 9.3.3 Two (2c) duly executed counterparts of an Assignment and Assumption of Lease, the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period (the “Assignment and Assumption of Lease”); 9.3.4 Two (2) duly executed counterparts of an Assignment and Assumption of Contracts, Warranties and Guaranties, Licenses and Permits and Other Intangible Property, Property for the Property in the form attached hereto as Exhibit "F" (the "Assignment and Assumption of Contracts"); (d) An affidavit pursuant to Section l445(b)(2) of the Code, and on which shall Buyer is entitled to rely, that Seller is not a "foreign person" within the meaning of Section l445(f)(3) of the Code, together with a corresponding affidavit pursuant to the corresponding provisions of the California Revenue and Taxation Code; (e) Duly completed and signed real estate transfer tax declarations for each Property; (f) Such other documents as may be reasonably required by the Title Company or as may be agreed upon by Seller and Buyer during to consummate the Due Diligence Period (purchase of the “Assignment and Assumption of Contracts”); 9.3.5 Originals of (i) the Leases, including, without limitation, the fully executed Lease Amendments (and original, associated lease files), (ii) the Contracts, (iii) any agreements entered into Property as contemplated by Seller after the Effective Date in accordance with Section 8.2, and (iv) and the Licenses and Permits; 9.3.6 The original Bulk Sales Release or, in the alternative, the Bulk Sales Indemnity this Agreement; 9.3.7 A certificate from Tenant certifying that no Material Adverse Change has occurred in Tenant’s financial condition since (g) Documentation to establish Title Company's reasonable satisfaction the expiration due authority of Seller's sale of the Due Diligence Period;Property to Buyer pursuant to the terms hereof, and Seller's delivery of the documents required to be delivered by Seller pursuant to this Agreement (including, but not limited to, the organizational documents of Seller, as they may have been amended from time to time, resolutions of Seller and incumbency certificates of Seller); and 9.3.8 (h) A certificate from Seller reaffirming the continued truth and validity, in all material respects, that each of the representations of Seller and warranties contained in Section 6.1 hereof are true and correct as set forth in Section 6.1;herein as of the Closing Date, or, if not, setting forth any discrepancy.

Seller’s Closing Documents and Other Items. At or before Closing, each Seller shall deposit into escrow the following items with respect to its respective Propertyitems: 9.3.1 Duly A duly executed and acknowledged Special (Limited) Warranty Deed, standard Rhode Island form of Quitclaim Deed with “Covenants against Grantor’s Acts” for the Property in the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period attached hereto as Exhibit “E” (the “Deed”); 9.3.2 Two A duly executed counterparts counterpart of a Xxxx the Bxxx of Sale, Sale in the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period attached hereto as Exhibit “F” (the “Xxxx Bxxx of Sale”); 9.3.3 Two The [three (2) 3)] duly executed counterparts of an Assignment and Assumption of Lease, Leases in the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period attached hereto as Exhibit “G” (the “Assignment and Assumption of LeaseLeases”); 9.3.4 Two The [three (2) 3)] duly executed counterparts of an Assignment and Assumption of Contracts, Warranties and Guaranties, Licenses and Permits and Other Intangible Property, Property in the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period attached hereto as Exhibit “H” (the “Assignment and Assumption of Contracts”); 9.3.5 Originals An affidavit pursuant to Section l445(b)(2) of (i) the Leases, including, without limitation, the fully executed Lease Amendments (and original, associated lease files), (ii) the Contracts, (iii) any agreements entered into by Seller after the Effective Date in accordance with Section 8.2Code, and (ivon which Buyer is entitled to rely, that the Seller is not a “foreign person” within the meaning of Section l445(f)(3) and of the Licenses and PermitsCode; 9.3.6 The original Bulk Sales Release orNotices to each tenant of the Property, signed by the Seller that shall disclose that the Property has been sold to Buyer and that, after the Closing, all rents should be paid to Buyer or Buyer’s designee; 9.3.7 Seller shall deliver to Buyer a set of keys to the Property on the Closing Date. Location of any of the items referred to in this subsection at the alternative, Property on the Bulk Sales Indemnity Closing Date shall be deemed to be delivery to Buyer; 9.3.8 Such other documents as may be reasonably required by the Title Company or as may be agreed upon by Seller and Buyer to consummate the purchase of the Property as contemplated by this Agreement; 9.3.7 9.3.9 A certificate from Tenant certifying that duly executed audit letter in favor of Buyer’s auditors (KPMG) in the form of Exhibit “N”, attached hereto and made a part hereof; 9.3.10 A closing statement between Seller and Buyer, duly executed by Seller, setting forth the prorations and adjustments to the Purchase Price respecting the Property to be made pursuant to Section 9.6; and 9.3.11 The estoppel certificates required under Section 9.5 herein. 9.3.12 In regard to all Property warranties for materials and workmanship (e.g. roof, HVAC, parking lot), copies thereof and an assignment executed by Seller of all of its right, title and interest in, to and under the same by Seller’s execution of Exhibit “H” attached hereto, and also in regard to any roof warranties only, the original transfer of such warranties assented to by the material and/or service provider at no Material Adverse Change has occurred cost or expense to Buyer. 9.3.13 An updated Rent Roll certified by Seller to Buyer as then being true and correct. 9.3.14 The execution of a Gap Indemnity and Seller Affidavit in Tenant’s financial condition since the expiration forms attached hereto and made a part hereof as Exhibit “R” and Exhibit “S”. 9.3.15 The execution of counterpart originals of the Due Diligence Period;Rent Coverage Agreement (See Section 10.14 below). 9.3.8 A certificate from Seller reaffirming the continued truth and validity, in all material respects, of the representations of Seller as set forth in Section 6.1;9.3.16 Any required Rhode Island transfer documents.

Seller’s Closing Documents and Other Items. At or before Closing, each Seller shall deposit into escrow the following items with respect to its respective Propertyitems: 9.3.1 Duly (a) A duly executed and acknowledged Special (Limited) Warranty Deed, counterpart of the Articles of Transfer in the form attached hereto as Exhibit “F-1” (the “Articles of which shall be agreed upon by Seller Transfer”) and Buyer during a duly executed and acknowledged Certificate of Conveyance in the Due Diligence Period form attached hereto as Exhibit “F-2” and Confirmatory Deed pursuant to Corporate Articles of Transfer in the form attached hereto as Exhibit “F-3” (the “Deed”); 9.3.2 Two (b) A duly executed counterparts counterpart of a the Xxxx of Sale, Sale in the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period attached hereto as Exhibit “G” (the “Xxxx of Sale”); 9.3.3 Two (2c) Three (3) duly executed counterparts of an Assignment and Assumption of Lease, Leases in the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period attached hereto as Exhibit “H” (the “Assignment and Assumption of LeaseLeases”); 9.3.4 Two (2d) Three (3) duly executed counterparts of an Assignment and Assumption of Contracts, Warranties and Guaranties, Licenses and Permits and Other Intangible Property, Property in the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period attached hereto as Exhibit “I” (the “Assignment and Assumption of Contracts”); 9.3.5 Originals (e) An affidavit pursuant to Section 1445(b)(2) of the Code, and on which Buyer is entitled to rely, that Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code; (f) Notices to each tenant of the Property, signed by Seller that shall disclose that the Property has been sold to Buyer and that, after the Closing, all rents should be paid to Buyer or Buyer’s designee in the form attached hereto as Exhibit “C”; (g) Seller shall deliver to Buyer a set of keys to the Property on the Closing Date. Location of any of the items referred to in this subsection at the Property on the Closing Date shall be deemed to be delivery to Buyer; (h) Such other documents as may be reasonably required by the Title Company or as may be agreed upon by Seller and Buyer to consummate the purchase of the Property as contemplated by this Agreement; (i) If applicable, duly completed and signed real estate transfer tax returns; (j) A certificate of Seller that each of the Leasesrepresentations and warranties of Seller contained in Section 6.1 and 9.7 is true and accurate in all material respects on and as of the Closing Date, including, without limitation, the fully executed Lease Amendments (all covenants and original, associated lease files), (ii) the Contracts, (iii) any agreements entered into required to be performed by Seller after on or prior to the Effective Closing Date in accordance with Section 8.2, and (iv) and the Licenses and Permits; 9.3.6 The original Bulk Sales Release or, in the alternative, the Bulk Sales Indemnity Agreement; 9.3.7 A certificate from Tenant certifying that no Material Adverse Change has occurred in Tenant’s financial condition since the expiration of the Due Diligence Period; 9.3.8 A certificate from Seller reaffirming the continued truth and validity, have been performed in all material respects, and (iii) any management agreement for the Property and any contracts with affiliates of Seller affecting or relating to the Property have been terminated effective not later than the Closing; (k) To the extent the same are in Seller’s possession or available (and not already forwarded to Buyer during the Due Diligence Period) all architectural and engineering drawings and specifications, utilities layout plans, topographical plans and the like in Seller’s possession or control and owned by Seller used in the construction, improvement, alteration or repair of the representations Land or the Improvements; (l) An executed version of each tenant estoppel certificate required pursuant to Section 9.5 or substituted Seller certifications permitted under Section 9.5.2 and a Rent Roll certified not later than two (2) business days prior to Closing; (m) Copies of all usual and customary documentation requested by the Title Company to establish the due authority of Seller to consummate the transaction contemplated by this Agreement; (n) If applicable, with respect to any Security Deposits which are letters of credit, Seller shall, if the same are assignable, (a) deliver to Buyer at the Closing such letters of credit, (b) execute and deliver, if the letter of credit is not assignable, an assignment of the proceeds thereof in customary form, and if the letter of credit is assignable, execute and deliver such other instruments as set forth the issuers of such letters of credit shall reasonably require to effect such assignment, and (c) cooperate with Buyer to change the named beneficiary under such letters of credit to Buyer, so long as Seller does not incur any additional liability or expense in connection therewith; (o) To the extent the same are in Seller’s or its property manager’s possession or available (and not already forwarded to Buyer during the Due Diligence Period), originals (or if originals are not available, copies certified by Seller) of all Leases, Contracts, records, original tenant files, other materials identified in Exhibits hereto, and all other books, records and files maintained by Seller’s property manager relating to the construction, leasing, operation and maintenance of the Property; (p) Three (3) duly executed counterparts of the Settlement Statement (as defined in Section 6.19.6.1(a) below; (q) The original of an unexpired warranty applicable to any portion of the Property, if applicable; and (r) A fully executed original lien waiver from Broker reflecting full payment of the commission payable with respect to the transaction contemplated hereby.

Seller’s Closing Documents and Other Items. At or before Closing, each Seller shall deposit into escrow the following items with respect to its respective Propertyitems: 9.3.1 Duly (a) A duly executed and acknowledged Special (Limited) Warranty Deed, counterpart of the Articles of Transfer in the form attached hereto as Exhibit “F-1” (the “Articles of which shall be agreed upon by Seller Transfer”) and Buyer during a duly executed and acknowledged. Certificate of Conveyance in the Due Diligence Period form attached hereto as Exhibit “F-2” and Confirmatory Deed pursuant to Corporate Articles of Transfer in the form attached hereto as Exhibit “F-3” (the “Deed”); 9.3.2 Two (b) A duly executed counterparts counterpart of a the Xxxx of Sale, Sale in the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period attached hereto as Exhibit “G” (the “Xxxx of Sale”); 9.3.3 Two (2c) Three (3) duly executed counterparts of an Assignment and Assumption of Lease, Leases in the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period attached hereto as Exhibit “H” (the “Assignment and Assumption of LeaseLeases”); 9.3.4 Two (2d) Three (3) duly executed counterparts of an Assignment and Assumption of Contracts, Warranties and Guaranties, Licenses and Permits and Other Intangible Property, Property in the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period attached hereto as Exhibit “I” (the “Assignment and Assumption of Contracts”); 9.3.5 Originals (e) An affidavit pursuant to Section 1445(b)(2) of the Code, and on which Buyer is entitled to rely, that Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code; (f) Notices to each tenant of the Property, signed by Seller that shall disclose that the Property has been sold to Buyer and that, after the Closing, all rents should be paid to Buyer or Buyer’s designee in the form attached hereto as Exhibit “C”; (g) Seller shall deliver to Buyer a set of keys to the Property on the Closing Date. Location of any of the items referred to in this subsection at the Property on the Closing Date shall be deemed to be delivery to Buyer; (h) Such other documents as may be reasonably required by the Title Company or as may be agreed upon by Seller and Buyer to consummate the purchase of the Property as contemplated by this Agreement; (i) If applicable, duly completed and signed real estate transfer tax returns; (j) A certificate of Seller that each of the Leasesrepresentations and warranties of Seller contained in Section 6.1 and 9.7 is true and accurate in all material respects on and as of the Closing Date, including, without limitation, the fully executed Lease Amendments (all covenants and original, associated lease files), (ii) the Contracts, (iii) any agreements entered into required to be performed by Seller after on or prior to the Effective Closing Date in accordance with Section 8.2, and (iv) and the Licenses and Permits; 9.3.6 The original Bulk Sales Release or, in the alternative, the Bulk Sales Indemnity Agreement; 9.3.7 A certificate from Tenant certifying that no Material Adverse Change has occurred in Tenant’s financial condition since the expiration of the Due Diligence Period; 9.3.8 A certificate from Seller reaffirming the continued truth and validity, have been performed in all material respects, and (iii) any management agreement for the Property and any contracts with affiliates of Seller affecting or relating to the Property have been terminated effective not later than the Closing; (k) To the extent the same are in Seller’s possession or available (and not already forwarded to Buyer, during the Due Diligence Period) all architectural and engineering drawings and specifications, utilities layout plans, topographical plans and the like in Seller’s possession or control and owned by Seller used in the construction, improvement, alteration or repair of the representations Land or the Improvements; (l) An executed version of each tenant estoppel certificate required pursuant to Section 9.5 or substituted Seller certifications permitted under Section 9.5.2 and a Rent Roll certified not later than two (2) business days prior to Closing; (m) Copies of all usual and customary documentation requested by the Title Company to establish the due authority of Seller to consummate the transaction contemplated by this Agreement; (n) If applicable, with respect to any Security Deposits which are letters of credit, Seller shall, if the same are assignable, (a) deliver to Buyer at the Closing such letters of credit, (b) execute and deliver, if the letter of credit is not assignable, an assignment of the proceeds thereof in customary form, and if the letter of credit is assignable, execute and deliver such other instruments as set forth the issuers of such letters of credit shall reasonably require to effect such assignment, and (c) cooperate with Buyer to change the named beneficiary under such letters of credit to Buyer, so long as Seller does not incur any additional liability or expense in connection therewith; (o) To the extent the same are in Seller’s or its property manager’s possession or available (and not already forwarded to Buyer during the Due Diligence Period), originals (or if originals are not available, copies certified by Seller) of all Leases, Contracts, records, original tenant files, other materials identified in the Exhibits hereto, and all other books, records and files maintained by Seller’s property manager relating to the construction, leasing, operation and maintenance of the Property; (p) Three (3) duly executed counterparts of the Settlement Statement (as defined in Section 6.19.6.1 (a) below; (q) The original of an unexpired warranty applicable to any portion of the Property, if applicable; and (r) A fully executed original lien waiver from Broker reflecting full payment of the commission payable with respect to the transaction contemplated hereby.

Seller’s Closing Documents and Other Items. At or before Closing, each Seller shall deposit into escrow the following items with respect to its respective Propertyitems: 9.3.1 Duly (a) Four (4) duly executed counterparts of an Assignment and acknowledged Special (Limited) Warranty Deed, Assumption of the Ground Lease for the Ground Lease in the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period attached hereto as Exhibit “E” (the “DeedAssignment and Assumption of the Ground Lease”), and, if Seller was able to obtain the same pursuant to Section 7.8, the written consent of the lessor thereunder to the assignment of the Ground Lease to Buyer; 9.3.2 (b) Two (2) duly executed counterparts of a Xxxx of Sale, Sale for the Personal Property in the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period attached hereto as Exhibit “F” (the “Xxxx of Sale”); 9.3.3 (c) Two (2) duly executed counterparts of an Assignment and Assumption of Lease, Leases for all of the Leases at the Property in the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period attached hereto as Exhibit “G” (the “Assignment and Assumption of LeaseLeases”); 9.3.4 (d) Two (2) duly executed counterparts of an Assignment and Assumption of Contracts, Warranties and Guaranties, Licenses and Permits and Other Intangible Property, Property for all of the Contracts except the Management Agreement in the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period attached hereto as Exhibit “H” (the “Assignment and Assumption of Contracts”); 9.3.5 Originals (e) An affidavit pursuant to Section l445(b)(2) of the Code, and on which Buyer is entitled to rely, that Seller, or if Seller is a disregarded entity, the first entity that owns Seller that is not a disregarded entity, is not a “foreign person” within the meaning of Section l445(f)(3) of the Code, in the form attached hereto as Exhibit “K”; (f) Notices to each Tenant of the Property, signed by the Seller that shall disclose that the Property has been sold to Buyer, that Buyer has received any Tenant Deposits and assumed liability therefor, and that, after the Closing, all rents and other amounts payable should be paid to Buyer or Buyer’s designee (the “Tenant Notice Letters”) in the form attached hereto as Exhibit “L”; (g) Seller shall deliver to Buyer a set of keys to the Property on the Closing Date. Location of any of the items referred to in this subsection at the Property on the Closing Date shall be deemed to be delivery to Buyer (this may be accomplished outside of Escrow); (h) Duly completed and signed municipal and State of New York real estate transfer tax returns for the Property; (i) the LeasesA closing statement setting forth, including, without limitationinter alia, the fully closing adjustments and material monetary terms of the transaction contemplated hereby and such other documents as may be reasonably required by the Title Company or as may be agreed upon by Seller and Buyer to consummate the purchase of the Property as contemplated by this Agreement; (j) An updated Exhibit “N” containing the information described in Section 6.1(i); (k) An affidavit pursuant to Section 4.3 and any gap indemnity reasonably requested by the Title Company to implement the provisions of this Agreement in accordance with customary market practices; (l) Documents to establish to Title Company’s reasonable satisfaction the due authorization of Seller to sell the Property and to perform its obligations hereunder (which documents may consist of, in lieu of providing copies of Seller’s organizational documents, an officer’s certificate of the Seller prepared by Seller’s counsel, if acceptable to the Title Company); (m) One photocopy of the duly executed Lease Amendments Ground Lease; (n) Such other documents and original, associated lease filesinstruments as are required under this Agreement to be delivered by Seller on or before Closing; (o) A date down certificate confirming Seller’s representations and warranties set forth in clauses (a) through (h), (ii) the Contractsi)(1)-(5), (iiii)(7)-(8), (j), (l), (m), (n), (q), (r) any agreements entered into by Seller after the Effective Date in accordance with Section 8.2, and (ivs) of Section 6.1 above (and the Licenses not any other representations or warranties given hereunder) remain true and Permits; 9.3.6 The original Bulk Sales Release or, in the alternative, the Bulk Sales Indemnity Agreement; 9.3.7 A certificate from Tenant certifying that no Material Adverse Change has occurred in Tenant’s financial condition since the expiration of the Due Diligence Period; 9.3.8 A certificate from Seller reaffirming the continued truth and validity, accurate in all material respects, or stating any changes thereto (the “Seller Date Down Certificate”); (p) Two (2) duly executed counterparts of the representations Post-Closing Agreement; and (q) If applicable, with respect to any security deposits which are letters of credit, Seller shall, if the same are assignable, (a) (i) deliver to Buyer at the Closing such letters of credit and (ii) execute and deliver such other instruments as set forth the issuers of such letters of credit shall reasonably require to effect assignment thereof, and (b) reasonably cooperate with Buyer at Buyer’s request to change to Buyer the named beneficiary under such letters of credit which are not assignable, and if Seller is unable to do so then so long as Seller does not incur any additional liability (Buyer shall indemnify, defend and hold harmless Seller for any action Seller requests that Buyer take) or expense in Section 6.1;connection therewith Seller shall cooperate with Buyer in making any draw under any such letter of credit which Buyer reasonably believes is permitted thereunder and shall remit to Buyer any funds so collected.

Seller’s Closing Documents and Other Items. At or before Closing, each Seller shall deposit into escrow Escrow the following items with respect to its respective Propertyitems: 9.3.1 Duly (a) A duly executed and acknowledged Special (Limited) Warranty Deed, Deed for the Property in the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period attached hereto as Exhibit E (the “Deed”); 9.3.2 (b) Two duly executed counterparts of a Xxxx of Sale, Sale for the Property in the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period attached hereto as Exhibit F (the “Xxxx of Sale”); 9.3.3 (c) Two (2) duly executed counterparts of an Assignment and Assumption of Lease, Leases for the Property in the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period attached hereto as Exhibit G (the “Assignment and Assumption of LeaseLeases”)) executed by Seller or Manager, as applicable; 9.3.4 (d) Two (2) duly executed counterparts of an Assignment and Assumption of Contracts, Warranties and Guaranties, Licenses and Permits and Other Intangible Property, Property for the Property in the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period attached hereto as Exhibit H (the “Assignment and Assumption of Contracts”) executed by Seller or Manager, as applicable; (e) An affidavit pursuant to Section l445(b)(2) of the Code, and on which Buyer is entitled to rely, that Seller is not a “foreign person” within the meaning of Section l445(f)(3) of the Code; (f) An appropriate Affidavit of Property Value as required by Arizona law (the “Affidavit of Property Value”); 9.3.5 Originals (g) Two (2) duly executed counterparts of the Indemnity Agreement executed by Seller Indemnitor; (h) Documentation to establish to Buyer’s reasonable satisfaction the due authority of Seller’s sale of the Property and Seller’s delivery of the documents required to be delivered by Seller pursuant to this Agreement; (i) A certificate executed by Seller stating that all representations and warranties of the Seller contained in Section 6 remain, as of the Closing Date, correct in all material respects as when first made hereunder or, if not correct, stating the extent to which any such representations and warranties are not correct (the “Seller Closing Certificate”). (j) UCC Termination Statements for all UCC filings affecting the Personal Property and Capital Leases, includingif any; (k) Originals or copies, without limitationif originals are not available, in each case to the fully executed Lease Amendments (and originalextent in Seller’s possession, associated lease files), (ii) the of all Contracts, (iii) any agreements entered into by Seller after the Effective Date in accordance with Section 8.2Leases, and (iv) and the Intangible Property, Licenses and Permits, books, records, plans, licenses, permits, and other documents pertaining to the Hotel or Property; provided, however, that Seller may deliver the foregoing items either outside of Escrow or leaving them at the business office at the Hotel; 9.3.6 The original Bulk Sales Release or, in the alternative, the Bulk Sales Indemnity Agreement; 9.3.7 A certificate from Tenant certifying that no Material Adverse Change has occurred in Tenant’s financial condition since the expiration (l) Two duly executed counterparts of the Due Diligence Period;Manager’s General Release and Termination Agreement; and 9.3.8 A certificate from (m) Such other documents as may be reasonably required by the Title Company or as may be agreed upon by Seller reaffirming and Buyer to consummate the continued truth and validity, in all material respects, purchase of the representations of Seller Property as set forth in Section 6.1;contemplated by this Agreement.

Seller’s Closing Documents and Other Items. At or before Closing9.5.1 Not later than 3:00 p.m. Pacific Time, each on the business day prior to the Closing Date, Seller shall deposit into escrow the following items with respect to its respective Propertyitems: 9.3.1 Duly (a) A duly executed and acknowledged Special (Limited) Warranty Deed, Grant Deed in the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period attached hereto as Exhibit C (the “Deed”); 9.3.2 (b) Two duly executed counterparts of a Xxxx of Sale, Sale in the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period attached hereto as Exhibit D (the “Xxxx of Sale”); 9.3.3 (c) Two (2) duly executed counterparts of an Assignment and Assumption of Lease, Leases in the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period attached hereto as Exhibit E (the “Assignment and Assumption of LeaseLeases”); 9.3.4 (d) Two (2) duly executed counterparts of an Assignment and Assumption of Contracts, Warranties and Guaranties, Licenses and Permits and Other Intangible Property, Property in the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period attached hereto as Exhibit F (the “Assignment and Assumption of Contracts”); 9.3.5 Originals (e) An affidavit pursuant to Section l445(b)(2) of the Code, and on which Buyer is entitled to rely, stating that Seller is not a “foreign person” within the meaning of Section l445(f)(3) of the Code and a California 597-W Certificate; (f) A generic notice addressed to the Tenants and signed by Seller in the form attached hereto as Exhibit G (the “Tenant Notice”) that shall disclose that the Property has been sold to Buyer and that, after the Closing, all rents should be paid to Buyer; (g) With respect to the assumption by Buyer of the Loan, such documents, instruments and certificates required by Lender pursuant to the Loan Documents (the “Assumption Documents”) to be delivered by Seller, any Seller Guarantor or any Affiliate of the foregoing; (h) If applicable, duly completed and signed real estate transfer tax declarations; (i) Such other documents as may be reasonably required by the Leases, including, without limitation, the fully executed Lease Amendments (and original, associated lease files), (ii) the Contracts, (iii) any agreements entered into Title Company or as may be agreed upon by Seller after and Buyer to consummate the Effective Date in accordance with Section 8.2, and (iv) and the Licenses and Permits; 9.3.6 The original Bulk Sales Release or, in the alternative, the Bulk Sales Indemnity Agreement; 9.3.7 A certificate from Tenant certifying that no Material Adverse Change has occurred in Tenant’s financial condition since the expiration purchase of the Due Diligence Period;Property as contemplated by this Agreement; and 9.3.8 A certificate from Seller reaffirming the continued truth and validity, in all material respects, (j) Two (2) duly executed counterparts of the representations of Seller as set forth in Section 6.1;Closing Statement.

Seller’s Closing Documents and Other Items. At or before Closing, each Seller shall deposit into escrow the following items with respect to its respective Propertyitems: 9.3.1 Duly (a) A duly executed and acknowledged Special (Limited) Warranty Deed, counterpart of the Articles of Transfer in the form attached hereto as Exhibit “F-1” (the “Articles of which shall be agreed upon by Seller Transfer”) and Buyer during a duly executed and acknowledged Certificate of Conveyance in the Due Diligence Period form attached hereto as Exhibit “F-2” and Confirmatory Deed pursuant to Corporate Articles of Transfer in the form attached hereto as Exhibit “F-3” (the “Deed”); 9.3.2 Two (b) A duly executed counterparts counterpart of a the Xxxx of Sale, Sale in the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period attached hereto as Exhibit “G” (the “Xxxx of Sale”); 9.3.3 Two (2c) Three (3) duly executed counterparts of an Assignment and Assumption of Lease, Leases in the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period attached hereto as Exhibit “H” (the “Assignment and Assumption of LeaseLeases”); 9.3.4 Two (2d) Three (3) duly executed counterparts of an Assignment and Assumption of Contracts, Warranties and Guaranties, Licenses and Permits and Other Intangible Property, Property in the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period attached hereto as Exhibit “I” (the “Assignment and Assumption of Contracts”); 9.3.5 Originals (e) An affidavit pursuant to Section 1445(b)(2) of the Code, and on which Buyer is entitled to rely, that Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code; (f) Notices to each tenant of the Property, signed by Seller that shall disclose that the Property has been sold to Buyer and that, after the Closing, all rents should be paid to Buyer or Buyer’s designee in the form attached hereto as Exhibit “C”; (g) Seller shall deliver to Buyer a set of keys to the Property on the Closing Date. Location of any of the items referred to in this subsection at the Property on the Closing Date shall be deemed to be delivery to Buyer; (h) Such other documents as may be reasonably required by the Title Company or as may be agreed upon by Seller and Buyer to consummate the purchase of the Property as contemplated by this Agreement; (i) If applicable, duly completed and signed real estate transfer tax returns; (j) A certificate of Seller that each of the Leasesrepresentations and warranties of Seller contained in Section 6.1 and 9.7 is true and accurate in all material respects on and as of the Closing Date, including, without limitation, the fully executed Lease Amendments (all covenants and original, associated lease files), (ii) the Contracts, (iii) any agreements entered into required to be performed by Seller after on or prior to the Effective Closing Date in accordance with Section 8.2, and (iv) and the Licenses and Permits; 9.3.6 The original Bulk Sales Release or, in the alternative, the Bulk Sales Indemnity Agreement; 9.3.7 A certificate from Tenant certifying that no Material Adverse Change has occurred in Tenant’s financial condition since the expiration of the Due Diligence Period; 9.3.8 A certificate from Seller reaffirming the continued truth and validity, have been performed in all material respects, and (iii) any management agreement for the Property and any contracts with affiliates of Seller affecting or relating to the Property have been terminated effective not later than the Closing; (k) To the extent the same are in Seller’s possession or available (and not already forwarded to Buyer during the Due Diligence Period) all architectural and engineering drawings and specifications, utilities layout plans, topographical plans and the like in Seller’s possession or control and owned by Seller used in the construction, improvement, alteration or repair of the representations Land or the Improvements; (1) An executed version of each tenant estoppel certificate required pursuant to Section 9.5 or substituted Seller as set forth in certifications permitted under Section 6.19.5.2 and a Rent Roll certified not later than two (2) business days prior to Closing;

Seller’s Closing Documents and Other Items. At or least 1 Business Day before Closing, each Seller shall deposit into escrow the following items with respect to its respective Propertyitems: 9.3.1 Duly 11.4.1 One Special Warranty Deed for the Property duly executed and acknowledged Special (Limited) Warranty Deedby Seller, in the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period attached hereto as Exhibit E (the “Deed”);. 9.3.2 11.4.2 Two duly executed counterparts of a the Assignment and Assumption of Leases executed by Seller in the form attached hereto as Exhibit F (“Lease Assignment”). 11.4.3 Two counterparts of the Assignment and Assumption of Contracts and Intangibles executed by Seller in the form attached hereto as Exhibit G (“Contract Assignment”). 11.4.4 Two counterparts of the Xxxx of Sale, Sale for the Personal Property executed by Seller in the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period attached hereto as Exhibit H (the “Xxxx of Sale”);. 9.3.3 Two 11.4.5 An affidavit executed by the Seller (2or by Seller’s sole member if Seller is a disregarded entity under Income Tax Regulations) duly executed counterparts of an Assignment and Assumption of Lease, in the form of Exhibit I attached hereto, pursuant to Section 1445(b)(2) of the Code, and on which shall be agreed upon by Purchaser is entitled to rely, that Seller and Buyer during is not a “foreign person” within the Due Diligence Period meaning of Section 1445(f)(3) of the Code (the “Assignment and Assumption of LeaseSeller FIRPTA”);. 9.3.4 Two (2) duly executed counterparts of an Assignment 11.4.6 The Owner’s Title Affidavit, and Assumption of Contracts, Warranties such other documents as may be reasonably or customarily required by the Title Company to issue the Title Policy and Guaranties, Licenses and Permits and Other Intangible close this transaction. 11.4.7 Notices to all lessees under the Leases for the Property, the form of which shall be agreed upon signed by Seller and Buyer during the Due Diligence Period (the “Assignment and Assumption of Contracts”); 9.3.5 Originals of (i) the Leases, including, without limitation, the fully executed Lease Amendments (and original, associated lease files), (ii) the Contracts, (iii) any agreements entered into by Seller after the Effective Date in accordance with Section 8.2, and (iv) and the Licenses and Permits; 9.3.6 The original Bulk Sales Release orSeller, in the alternativeform attached hereto as Exhibit O (“Tenant Notices”). 11.4.8 The original executed Parking Estoppel Certificate, the Bulk Sales Indemnity Agreement;if obtained by Seller. 9.3.7 11.4.9 A certificate from Tenant executed by Seller certifying that no Material Adverse Change has occurred in Tenant’s financial condition since the expiration of the Due Diligence Period; 9.3.8 A certificate from Seller reaffirming the continued truth all representations and validity, in all material respects, of the representations warranties of Seller as set forth in Section 6.1;this Agreement continue to be true, correct and complete substantially in the form attached hereto as Exhibit Q (“Seller’s Certificate”). 11.4.10 Upon Closing, Seller shall deliver to Purchaser outside of escrow (by leaving the same at the Property), all keys to the Property specifically identified to reflect their respective unit locks, and originals, to the extent in Seller’s possession, and otherwise copies, of all Leases, tenant estoppel certificates, Assumed Contracts and other Due Diligence Materials.