Common use of Seller’s Closing Documents Clause in Contracts

Seller’s Closing Documents. At the Closing, Seller shall deliver to Purchaser the following, in form and substance reasonably acceptable to Purchaser: (a) A special warranty deed executed by Seller (the “Deed”), in a form customary for the jurisdiction where the Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loan. (b) A Xxxx of Sale, executed by Seller (the “Xxxx of Sale”) in the form attached hereto as Exhibit O, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any. (c) An assignment (the “Contract Assignment”) in the form attached hereto as Exhibit P, executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable). (d) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing. (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals. (f) Any keys in the possession of Seller to all locks located in the Property. (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction. (h) Reasonable proof of the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto. (i) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified by Seller to be true and correct. (j) An affidavit from Seller in the form attached hereto as Exhibit L certifying that such Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code.

Seller’s Closing Documents. At 9.1 On or before the Closing, each Seller shall deliver or cause to be delivered to Purchaser (either directly or in the followingcase of the documents described in subsections (a), in form (b) and substance reasonably acceptable (k) below, through the Title Company) the following with respect to Purchaserits Applicable Seller Subsidiary Entity or its Applicable Property: (a) A special warranty One (1) grant, bargain, sale deed executed by Seller with respect to the Applicable Real Property (the “Deed”)) in recordable form conveying such Real Property to its Applicable Seller Subsidiary Entity, duly executed by Seller and in a substantially the form customary for the jurisdiction where the Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loan.as set forth in Exhibit K-1 attached hereto; (b) A Xxxx With respect to the Boulder Property, one (1) assignment of Sale, executed by Seller lease (the “Xxxx Assignment of SaleLease”) in recordable form assigning the leasehold estate as tenant under the Boulder Ground Lease held by Boulder Station to its Applicable Seller Subsidiary Entity, duly executed by Boulder Station, in substantially the form as set forth in Exhibit K-2 attached hereto as Exhibit O, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any.hereto; (c) An assignment (the “Contract Assignment”) in the form attached hereto as Exhibit P, executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related With respect to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Boulder Property, one (1) executed Ground Lessor Estoppel Certificate and one (iii1) executed Fee Mortgagee Estoppel Certificate; (d) Three (3) originals of a xxxx of sale and assignment conveying to its Applicable Seller Subsidiary Entity all right, title and interest of such Seller in, to and under its Applicable Personal Property, duly executed and acknowledged by such Seller and in substantially the same form as set forth in Exhibit L attached hereto; (e) Three (3) originals of an assignment and assumption agreement conveying to its agents in Applicable Seller Subsidiary Entity (i) those Contracts for the Applicable Property listed on Schedule 2 attached hereto (the “Assigned Contracts”), and to (ii) the Intangible Personal Property (including included in the Governmental Approvals Applicable Personal Property, to the extent assignable). (d) An assignment of lessor’s interest , in substantially the Leases (the “Lease Assignment”) same form as set forth in the form Exhibit M attached hereto as Exhibit Q executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing. (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals.hereto; (f) Any keys Three (3) originals of an assignment and assumption agreement of those Leases for the Applicable Property listed on Schedule 3 attached hereto (the “Assigned Leases”), in substantially the possession of Seller to all locks located same form as set forth in the Property.Exhibit N attached hereto; (g) Letters executed by Three (3) originals of an affidavit from the Seller and Seller’s management agentwhich satisfies the requirements of Section 1445 of the Code, if any, addressed to all Tenantsas amended, in substantially the same form of as set forth in Exhibit R O attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction.; (h) Three (3) originals of an assignment and assumption agreement conveying to Purchaser the Applicable Subsidiary Entity Interests, in substantially the same form as set forth in Exhibit P attached hereto; (i) Three (3) originals of the Sublease with respect to its Applicable Property, duly executed and acknowledged by SCI and such Seller; (j) Three (3) originals of a Memorandum of Sublease, duly executed and acknowledged by SCI and such Seller, in substantially the same form as set forth in Exhibit Q attached hereto; (k) Reasonable proof of the authority of Seller’s signatories, and reasonable evidence of the due authorization, execution and delivery by Seller of this Agreement and the other documents delivered by Seller pursuant hereto.hereunder, and the due organization or formation and good standing of Seller in the State of Nevada; (i) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified by Seller to be true and correct. (jl) An affidavit from of Seller dated as of the Closing Date as customarily required by the Title Company, addressed to the Title Company, certifying among other things, with respect to (a) the status of services performed or materials supplied with respect to the Real Property during the period preceding the Closing Date for which, under local law, lien rights may exist and (b) tenants or other parties in or claiming or asserting rights to possession of the Applicable Property, other than the Tenants pursuant to the Leases; and (m) Any other documents reasonably required by Purchaser or the Title Company or called for hereunder which have not previously been delivered, in order to consummate the transaction contemplated by this Agreement. 9.2 On or before the Closing, Sellers shall deliver or cause to be delivered to Purchaser (either directly or in the form attached hereto as Exhibit L certifying that such Seller is not a “foreign person” within the meaning of Section 1445(f)(3) case of the Codedocuments described in subsection (b) below, through the Title Company) the following with respect to the Properties: (a) Three (3) originals of the Master Lease, duly executed and acknowledged by SCI; (b) Three (3) originals of a Memorandum of Master Lease, duly executed and acknowledged by SCI, in substantially the same form as set forth in Exhibit R attached hereto; and (c) Three (3) originals of a guaranty by SCI of the obligations of each Seller under this Agreement, in substantially the same form as set forth in Exhibit S attached hereto.

Seller’s Closing Documents. At For and in consideration of, and as a condition precedent to, Buyer’s delivery to Seller of the ClosingPurchase Price, Seller shall obtain and deliver to Purchaser Buyer, or cause to be obtained and delivered to Buyer, at the followingClosing the following documents (collectively, the “Seller’s Closing Documents”, all of which shall be duly executed and witnessed, which documents Buyer agrees to execute where required): 11.2.1 A Deed, in the form attached as Exhibit D conveying to Buyer all of Seller’s right, title and interest in and to the Land and Improvements, subject to the Permitted Title Exceptions and such other exceptions as are permitted by Section 5. 11.2.2 A Non-Foreign Certificate, in the form attached as Exhibit E; 11.2.3 Such evidence as the Title Insurer shall reasonably require as to the authority of the parties acting on behalf of Seller and Buyer to enter into this Agreement and to discharge the obligations of Seller and Buyer pursuant hereto; 11.2.4 A properly-completed property transfer tax return, in form and substance reasonably acceptable appropriate to Purchaser: (a) A special warranty deed executed by Seller (the “Deed”), in a form customary for the jurisdiction where in which the Property is located and otherwise satisfactory located; 11.2.5 A closing statement; 11.2.6 An affidavit of title or other affidavit customarily required of sellers by the Title Insurer to Seller, Purchaser and Title Insurer, free and clear remove the standard exceptions from an owner’s ALTA extended coverage title insurance policy which are capable of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loan.being removed by such an affidavit; (b) 11.2.7 A Xxxx of Sale, executed by Seller (the “Xxxx of Sale”) General Assignment in the form attached hereto as Exhibit OF; 11.2.8 A current ALTA Owner’s Extended Coverage Policy of Title Insurance issued by the Title Insurer, transferringin the amount of the Purchase Price and showing title to the Property vested in Buyer, conveying and assigning and warranting subject to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances Title Exceptions, with such endorsements as Buyer shall reasonably request and the encumbrance which shall include 3.1 zoning with parking, comprehensive, subdivision, utility facility, survey, access, single tax lot, waiver of the Assumed Loancreditors’ rights exception, together with waiver of the original certificates of title theretoarbitration clause and environmental lien endorsements; 11.2.9 A lease and subground lease agreement, if any. (c) An assignment (the “Contract Assignment”) in the form forms attached hereto as Exhibit PG-1 and G-2, executed by respectively, whereby Seller agrees to lease from Buyer (or IWSGT, as applicable), and Buyer agrees to lease (or cause to be leased) to Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable). (d) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing. (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals. (f) Any keys in the possession of Seller to all locks located in the Property. (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction. (h) Reasonable proof of the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto. (i) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified by Seller to be true and correct. (j) An affidavit from Seller in the form attached hereto as Exhibit L certifying that such Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code.;

Seller’s Closing Documents. At On or before the ClosingClosing Date, Seller shall deliver or cause to Purchaser be delivered to the LLC (with copies to BHI) the following, in form and substance reasonably acceptable to Purchaser: (a) A special warranty deed executed by Seller (the “"Deed”), in a form customary for the jurisdiction where the Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loan. (b) A Xxxx of Sale, executed by Seller (the “Xxxx of Sale”") in the form attached hereto as Exhibit OF executed by Seller, transferringin recordable form, conveying to the LLC good and clear record and marketable fee tide to the Real Property free and clear of all claims, liens and encumbrances except the Permitted Encumbrances and matters arising by or through the LLC. (b) A bill of sale (the "Bill of Sale"), executed by Seller, assigning and warranting axx xonveying to Purchaser, the XXX title to the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of encumbrances (except the Assumed LoanContracts and any ad valorem taxes that are not yet due and payable), together with the original certificates of title thereto, if any. (c) An assignment (the “Contract Assignment”) in the form attached hereto as Exhibit PG. (c) An assignment and assumption agreement (the "Assignment"), executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend assigning and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related conveying to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and LLC all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all Seller's right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable). (d) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) Assumed Contracts, in the form attached hereto as Exhibit Q H. (d) An assignment and assumption of lessor's interest in the Seller Lessor Leases (the "Seller Lessor Lease Assignment"), executed by Seller, to Purchaserthe LLC, together with an agreement in the form attached hereto as Exhibit I. (e) An assignment and assumption of lessee's interest in the Seller Lessee Leases (the "Seller Lessee Lease Assignment"), executed by Seller to indemnifySeller, protectin recordable form, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior LLC, in the form attached hereto as Exhibit J. (f) A legal opinion, reasonably acceptable to Title Company, the Closing LLC and a comparable indemnity from Purchaser relating BHI, with respect to Seller's authority to consummate the period following transactions contemplated hereunder and execute and deliver the Closingconveyances and other agreements and instruments contemplated hereby. (eg) To the extent not previously delivered to Purchaserthe LLC, and to the extent in the possession or control of Seller, originals of the Seller Lessor Leases, the Contracts which have not been terminated pursuant to Section 9(c)Seller Lessee Leases, Assumed Contracts, certificate(s) of occupancy occupancy, certificate of completion and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originalsApprovals. (fh) Any keys in the possession or control of Seller to all locks located in the Property. (gi) Letters executed by Seller and Seller’s its management agent, if any, addressed to all Tenants, in the form of Exhibit R attached heretoK, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made to the LLC or at Purchaser’s its direction. (hj) Reasonable proof Executed estoppel certificates substantially in the form attached hereto as Exhibit L, addressed to the LLC from each of the due authorizationTenants (other than Tenants under any and all leases of boat slips in the marina portion of the Property) under the Assumed Seller Lessor Leases, execution and delivery to the extent the same are obtained by Seller of this Agreement and the documents delivered by Seller pursuant heretoSeller. (ik) An executed Seller's Certificate, in the form attached hereto as Exhibit D. (l) A Rent RollRoll in the form attached hereto as Exhibit 5(b), prepared not more than one (1) business as of the day prior to of the Closing, certified by Seller to be true and correctcorrect through the day of the Closing. (jm) An affidavit from Seller in the form attached hereto as Exhibit L C, certifying that such Seller is not a “"foreign person” " within the meaning of Section 1445(f)(3) of the Code, together with any similar form or affidavit required under Mississippi state law. (n) A gap affidavit, executed by Seller, in the form customarily used by Title Company for similar transactions and reasonably acceptable to Seller. (o) An owner's and contractor's affidavit and lien waiver in such form as customarily required by Title Company for similar transactions and reasonably acceptable to Seller. (p) Pay-off letters and lien releases for all monetary encumbrances (other than the Assumed Contracts) affecting the Property, in form acceptable to Title Company. (q) Documents, instruments or agreements called for hereunder which have not previously been delivered. (r) Consent to assignment by Lessors and contractors of all Seller Lessee Leases and Assumed Contracts listed on Schedule 9(t). (s) Schedule of Accrued Employee benefits as of the date of Closing, as set forth in Paragraph , hereinafter. (t) The Amended Operating Agreement executed by Seller. (u) Any other documents, instruments or agreements reasonably necessary to close the transaction as contemplated by this Agreement.

Seller’s Closing Documents. At the Closing, Seller shall deliver to Purchaser the followingProperty and, in form at Seller's sole cost and substance reasonably acceptable to Purchaser:expense, the following ("Seller's Closing Documents"): (ai) A special warranty deed a duly executed by Seller (the “Deed”), in a form customary for the jurisdiction where the Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loan. (b) A Xxxx of Sale, executed by Seller (the “Xxxx of Sale”) Special Warranty Deed in the form of Exhibit D attached hereto as Exhibit O, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any. (c) An assignment (the “Contract Assignment”) in the form attached hereto as Exhibit P, executed by Seller, to Purchaser, of (i) those of conveying the Contracts which Purchaser has elected Property in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related fee simple according to the period prior to legal description prepared by the Closing and a comparable indemnity from Purchaser relating to surveyor as shown on the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair Surveys of the Property, and conveying the Minerals on and under the Headquarters Tract, subject only (i) to the Permitted Exceptions, (ii) the Retained Mineral Interest, (iii) the restrictions set out in the first two sentences of Subsection 12(i) above, and (iv) the Access Right set out in the last sentence of Subsection 12(g); (ii) Intentionally Deleted; (iii) two multiple originals of the non-foreign certificate in the form of Exhibit F attached hereto executed by Seller; (iv) a general assignment executed by Seller assigning to Purchaser (without warranty) the contracts set out in Exhibit M (other than the Rejected Terminable Contracts) and all rightwarranties on any equipment or building systems in the Improvements in the form of Exhibit E attached hereto (the "General Assignment"); (v) at Seller's expense, the Title Policies issued by the Title Company and Chicago, each in an amount equal to one-half of the Purchase Price insuring that Purchaser has indefeasible fee simple title and interest of Seller and its agents in and to the Intangible Personal Property Developed Land, the Undeveloped Land and the Improvements, subject only to the Permitted Exceptions, and dated as of the date the Special Warranty Deed is recorded. Purchaser, at its expense, may obtain an amendment of the survey exception or other endorsements thereto; (including vi) two (2) multiple originals of the Governmental Approvals Lease executed by Seller; (vii) Intentionally Deleted; (viii) evidence reasonably satisfactory to Purchaser of Seller's authority and capacity to close this transaction; (ix) the originals (to the extent assignable). (d) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing. (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s's possession) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete all copies of such originals. (f) Any keys in the possession of Seller to all locks located in the Property. (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction. (h) Reasonable proof of the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller to Purchaser pursuant hereto.to Section 6 above; (ix) A Rent Rollall other documents and funds as required by Title Company and Escrow Agent to close this transaction; (xi) a deed restriction against the Excluded Tracts as set forth in the ninth recital clause of this Contract; and (xii) the Parking Knob Restriction, prepared not more than one (1) business day prior to ClosingOffice Knob Restriction, certified and Pond Restriction executed by Seller to be true and correctin recordable form. (j) An affidavit from Seller in the form attached hereto as Exhibit L certifying that such Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code.

Seller’s Closing Documents. At the each Closing, Seller with respect to the Assets to be transferred at such Closing, Sellers shall deliver or cause to be delivered to Escrow Agent the following (it being hereby acknowledged that Sellers’ obligations under this Section 3.4 and Purchasers’ obligations under Section 3.5 herein shall be deemed to be concurrent conditions): (a) With respect to all of the Assets: (i) a certificate of each of the Sellers’ secretary or assistant secretary certifying (i) as to the incumbency of the signatories authorized to execute this Agreement and the Transaction Documents required to be executed and delivered by such Seller on behalf of such Seller and (ii) that the execution of this Agreement and the Transaction Documents and the consummation of the transactions contemplated by this Agreement have been duly authorized; (ii) certified copies of the corporate resolutions of each of the Sellers (including any of Sellers’ Affiliates which will be included in the signature block of any Transaction Documents) for which corporate resolutions are required (pursuant to such Sellers’ constituent documents) regarding the transactions contemplated herein authorizing the execution of this Agreement and the Transaction Documents required to be executed and delivered by such Sellers and the consummation of the transactions contemplated by this Agreement; (iii) a certificate of each of the Sellers certifying that all representations and warranties made by Sellers in this Agreement remain true, correct and complete in all material respects on the applicable Closing Date as though the representations and warranties were made on and as of such Closing Date; (iv) updated versions of the Schedules hereto, in each case, to the extent changed, certified by Sellers to be true and accurate as of the applicable Closing Date; and (v) the Settlement Statement for the applicable Assets, executed by the applicable Sellers. (b) With respect to each Mortgage Loan: (i) for each Mortgage Loan, an original of the related Note endorsed pursuant to an endorsement in the form of Exhibit D; (ii) for each Mortgage Loan, an executed and acknowledged assignment of the Mortgage in recordable form for the applicable jurisdiction (other than the UCC Financing Statements) in favor of the applicable Purchaser, substantially in the form of Exhibit E; (iii) for each Mortgage Loan, an executed and acknowledged assignment of the Assignment (in recordable form for the applicable jurisdiction) relating to such Mortgage Loan in favor of the applicable Purchaser, substantially in the form of Exhibit F; (iv) for each Mortgage Loan, an executed assignment of the applicable Seller’s rights and obligations under the related Loan Documents, Escrow Amounts, Deposit Accounts and other reserves with respect to such Mortgage Loan, and, if the applicable Seller is the “agent” under such Mortgage Loan or under any Intercreditor Agreement or Co-Lender Agreement related to such Mortgage Loan, such assignment shall assign to the applicable Purchaser the following“agent” role with respect to the applicable Mortgage Loan, and such assignment shall be substantially in the form of Exhibit G, with such changes thereto as are necessary to conform the same to any requirements in the documents being assigned thereby; provided, however, that, with respect to the Asset identified as “Mortgage 5” on Schedule 2.2, the applicable Seller will retain the role of “agent” in accordance with Section 15.04 of the related loan agreement, unless the Agent Release has been obtained; (v) for each Mortgage Loan, a UCC-3 Financing Statement assignment (or the equivalent) for each UCC Financing Statement filed with respect to such Mortgage Loan, reflecting the transfer of the Mortgage Loan to the applicable Purchaser; (vi) written evidence of each related Seller Required Consent; (vii) the related Asset File for such Mortgage Loan; (viii) for each Mortgage Loan, an executed letter substantially in the form of Exhibit H, addressed to the applicable Borrower and any related guarantor as required by the applicable Loan Documents notifying such Borrower and guarantor of the transfer of the Mortgage Loan to the applicable Purchaser, directing such Borrower to make all debt service and any other payments required to be paid directly to the holder of the Mortgage Loan from and after the applicable Closing Date to the applicable Purchaser or to such Purchaser’s designee and notifying such Borrower and guarantor that any Escrow Amounts for such Mortgage Loan have been transferred to the applicable Purchaser; (ix) for each Mortgage Loan with respect to which the applicable Seller holds only a co-lender interest in the Mortgage Loan, a letter (in form reasonably satisfactory to the parties hereto and sufficient to satisfy any notice requirements in any agreement with such co-lender(s)) to the other co-lender(s) holding interests in such Mortgage Loan; (x) for each Mortgage Loan relating to a hospitality asset, an assignment and assumption of the applicable Seller’s rights and obligations under any related franchisor comfort letter, manager subordination nondisturbance and attornment agreement or other similar agreements relating to such Asset, unless such document is expressly not assignable to the applicable Purchaser by its terms, executed by the applicable Seller, either in the form required under the applicable agreement, or if there is no required form of assignment and assumption, in a form mutually acceptable to the applicable Purchaser and the applicable Seller, in their reasonable discretion; (xi) for each Mortgage Loan relating to a hospitality asset, notice letters, executed by the applicable Seller, to the related hotel franchisor and/or to the related hotel manager of the applicable hospitality asset advising each such third party of the assignment of the Mortgage Loan; (xii) for each Mortgage Loan with respect to which there exists one (1) or more mezzanine loans (whether or not they are Mezzanine Loans to be sold under this Agreement), an executed letter substantially in the form of Exhibit I, addressed to the holder(s) of the applicable mezzanine loan(s) notifying such mezzanine lender(s) of the transfer of the related Mortgage Loan to the applicable Purchaser, and enclosing an original executed assignment and assumption of the applicable Seller’s rights and obligations under the related Intercreditor Agreement with respect to such Mortgage Loan; (xiii) for each Mortgage Loan, to the extent required pursuant to any applicable Co-Lender Agreement, an executed assignment and assumption in favor of the applicable Purchaser of the applicable Seller’s rights and obligations under the applicable Co-Lender Agreement, substantially in the form of Exhibit K, with such changes thereto as are necessary to conform the same to any requirements in the documents being assigned thereby; (xiv) for each Mortgage Loan, an executed notice letter, if applicable, notifying all third parties under any related Intercreditor Agreement, Co-Lender Agreement and interest rate cap agreement (e.g., a collateral assignment agreement) of the transfer of the Mortgage Loan, together with an executed copy of the assignment and assumption agreement referenced in the preceding clause (xiii); (xv) for each Mortgage Loan, a notice letter, executed by the applicable Seller, substantially in the form of Exhibit J, if applicable, notifying all third parties under any related cash management agreement, deposit account agreement, clearing account agreement, lockbox agreement or similar agreement of the transfer of the Mortgage Loan and Sellers’ rights under any Deposit Accounts, together with an executed assignment of all of Sellers’ rights and obligations thereunder pursuant to an assignment and assumption agreement mutually acceptable to the applicable Seller and Purchaser; and (xvi) such other documents as shall be reasonably necessary or appropriate to consummate the transactions contemplated by this Agreement with respect to the transfer of the applicable Mortgage Loan, each in form and substance reasonably acceptable to Purchaser: (a) A special warranty deed executed by the applicable Seller (the “Deed”), in a form customary for the jurisdiction where the Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loan. (b) A Xxxx of Sale, executed by Seller (the “Xxxx of Sale”) in the form attached hereto as Exhibit O, transferring, conveying and assigning and warranting to applicable Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any. (c) An assignment With respect to each Mezzanine Loan: (i) for each Mezzanine Loan, an original of the “Contract Assignment”) related Note endorsed pursuant to an endorsement in the form attached hereto of Exhibit D; (ii) for each Mezzanine Loan, if the equity interest(s) that is collateral for such Mezzanine Loan is certificated, the original equity certificate endorsed pursuant to an endorsement substantially in the form of Exhibit D; (iii) for each Mezzanine Loan, an executed assignment of the applicable Seller’s rights and obligations under the related Loan Documents, the Intercreditor Agreement, Escrow Amounts, Deposit Accounts and other reserves and accounts with respect to such Mezzanine Loan, and, if the applicable Seller is the “agent” under such Mezzanine Loan or under any Intercreditor Agreement or Co-Lender Agreement related to such Mezzanine Loan, such assignment shall assign to the applicable Purchaser the “agent” role with respect to the applicable Mezzanine Loan, and such assignment shall be substantially in the form of Exhibit L, with such changes thereto as are necessary to conform the same to any requirements in the documents being assigned thereby; (iv) for each Mezzanine Loan, a UCC-3 Financing Statement assignment (or the equivalent) for each UCC Financing Statement filed with respect to such Mezzanine Loan, reflecting the transfer of the Mezzanine Loan to the applicable Purchaser; (v) written evidence of each related Seller Required Consent; (vi) the related Asset File for such Mezzanine Loan; (vii) for each Mezzanine Loan, an executed letter substantially in the form of Exhibit PM, addressed to the applicable Borrower and any related guarantor notifying such Borrower and guarantor of the transfer of the Mezzanine Loan to the applicable Purchaser, directing such Borrower to make all debt service and any other payments required to be paid directly to the holder of the Mezzanine Loan from and after the applicable Closing Date to the applicable Purchaser or to such Purchaser’s designee and notifying such Borrower that any Escrow Amounts for such Mezzanine Loan have been transferred to the applicable Purchaser; (viii) for each Mezzanine Loan relating to a hospitality asset, an assignment and assumption of the applicable Seller’s rights and obligations under any related franchisor comfort letter, manager subordination, nondisturbance and attornment agreement or other similar agreements relating to such Asset unless such document is expressly not assignable to the applicable Purchaser by its terms, executed by the applicable Seller, either in the form required under the applicable agreement, or if there is no required form of assignment and assumption, in a form mutually acceptable to the applicable Purchaser and the applicable Seller, in their reasonable discretion; (ix) for each Mezzanine Loan relating to a hospitality asset, notice letters, executed by the applicable Seller, to the related hotel franchisor and/or hotel manager of the applicable hospitality asset advising each such third party about the assignment of the Mezzanine Loan; (x) for each Mezzanine Loan, an executed letter substantially in the form of Exhibit N, addressed to the applicable Senior Lender notifying such Senior Lender of the transfer of the related Mezzanine Loan to the applicable Purchaser, of (i) those and enclosing an original executed assignment and assumption of the Contracts which applicable Seller’s rights and obligations under the related Intercreditor Agreement with respect to such Mezzanine Loan; (xi) for each Mezzanine Loan, an executed notice letter, if applicable, notifying all third parties under any related Intercreditor Agreement, interest rate cap agreement (e.g., collateral assignment agreement) and each cash management or lockbox agreement of the transfer of the Mezzanine Loan, together with an executed assignment of all of Sellers’ rights and obligations thereunder pursuant to an assignment and assumption agreement mutually acceptable to the applicable Seller and Purchaser; (xii) with respect to the Asset identified as “Mezzanine 4” on Schedule 2.2, the assignment and assumption agreement referred to in Section 3.4 (c)(iii) shall also contain an express assignment by the applicable Seller to the applicable Purchaser has elected in writing to assume (of the “Assigned Contracts”Key Principal Obligations” (as such term is defined in the Intercreditor Agreement relating to such Asset) with and an express assumption of the “Key Principal Obligations” by the applicable Purchaser; (xiii) for each Mezzanine Loan, a notice letter, executed by the applicable Seller, substantially in the form of Exhibit J, if applicable, notifying all third parties under any related cash management agreement, deposit account agreement, clearing account agreement or similar agreement of Seller the transfer of the Mezzanine Loan and Sellers’ rights under any Deposit Accounts, together with an assignment of all of Sellers’ rights and obligations thereunder pursuant to indemnifyan assignment and assumption agreement, protectexecuted by the applicable Seller, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related mutually acceptable to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of applicable Seller and its agents in and to the Intangible Personal Property Purchaser; (including the Governmental Approvals xiv) for each Mezzanine Loan, to the extent assignable)required pursuant to any applicable Co-Lender Agreement, an executed assignment and assumption in favor of the applicable Purchaser of the applicable Seller’s rights and obligations under the applicable Co-Lender Agreement, substantially in the form of Exhibit K, with such changes thereto as are necessary to conform the same to any requirements in the documents being assigned thereby; and (xv) such other documents as shall be reasonably necessary or appropriate to consummate the transactions contemplated by this Agreement with respect to the transfer of the applicable Mezzanine Loan, each in form and substance reasonably acceptable to the applicable Seller and the applicable Purchaser. (d) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, With respect to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing. (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals. (f) Any keys in the possession of Seller to all locks located in the Property. (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction. (h) Reasonable proof of the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto.each B Note Asset: (i) A Rent Rollfor each B Note Asset with respect to which a Note was issued to evidence ownership of such B Note Asset, prepared not more than one (1) business day prior an original of the related Note endorsed pursuant to Closing, certified by Seller to be true and correct. (j) An affidavit from Seller an endorsement in the form attached hereto as of Exhibit L certifying that such Seller is not a “foreign person” within the meaning of Section 1445(f)(3D; (ii) for each B Note Asset, an executed assignment and assumption in favor of the Codeapplicable Purchaser of the applicable Seller’s rights and obligations under the applicable Co-Lender Agreement, substantially in the form of Exhibit K, with such changes thereto as are necessary to conform the same to any requirements in the documents being assigned thereby; (iii) written evidence of each related Seller Required Consent; (iv) the related Asset File for such B Note Asset; (v) an executed letter substantially in the form of Exhibit O, addressed to the applicable Borrower and any applicable guarantors notifying such Borrower and guarantors of the transfer to the applicable Purchaser of the B Note Asset; (vi) for each B Note Asset, an executed letter substantially in the form of Exhibit P, addressed to the applicable A Note Holder notifying such A Note Holder of the transfer of such B Note Asset to the applicable Purchaser, and enclosing a copy of the executed assignment and assumption of the applicable Seller’s rights and obligations under the Co-Lender Agreement with respect to such B Note Asset; and (vii) such other documents as shall be reasonably necessary or appropriate to consummate the transactions contemplated by this Agreement with respect to the transfer of the applicable B Note Asset, each in form and substance reasonably acceptable to the applicable Seller and the applicable Purchaser.

Seller’s Closing Documents. At On the ClosingClosing Date, Seller Sellers, in their capacity as seller and as tenant, the Manager, or their respective Affiliates, as applicable, shall deliver have delivered (or cause to Purchaser be delivered) to Purchaser, with respect to each Property, the following, in form and substance reasonably acceptable to Purchaser: (a) A special warranty deed Special Warranty Deed, in the case of each California Property, a Grant Deed, and in the case of each Rhode Island Property, a Quitclaim Deed, duly executed by Seller (the “Deed”), in a form customary for the jurisdiction where the Property is located and otherwise satisfactory to applicable Seller, Purchaser conveying to the Applicable Property Transferee good and Title Insurermarketable title to such Property, free and clear of from all liens, encumbrances, security interests, options and adverse claims of any kind or character except character, subject to the Permitted Encumbrances and Encumbrances, in the encumbrance of the Assumed Loan.forms set forth in SCHEDULE M attached hereto; (b) A Xxxx An Assignment and Assumption of Sale, Contracts duly executed by the applicable Seller (or its Affiliate, as applicable), and the “Xxxx of Sale”) Applicable Property Transferee with respect to each Property in the form set forth in SCHEDULE N attached hereto hereto, pursuant to which each applicable Seller (or its Affiliate, as Exhibit Oapplicable) shall assign its Contracts to the Applicable Property Transferee, transferring, conveying but such assignment shall be effective only upon the occurrence of an Event of Default (as defined in the Lease) and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance delivery of the Assumed Loan, together with the original certificates of title thereto, if any.notice described in SCHEDULE N; (c) An assignment (Assignment and Assumption of Intangible Property duly executed by the “Contract Assignment”) applicable Seller and the Applicable Property Transferee with respect to each Property in the form set forth in SCHEDULE O attached hereto as Exhibit P, executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable).hereto; (d) An assignment Updated Rent Rolls and an Assignment and Assumption of lessor’s interest in Occupancy Agreements duly executed by the Leases (applicable Seller and the “Lease Assignment”) Applicable Property Transferee with respect to each Property in the form set forth in SCHEDULE P, attached hereto as Exhibit Q executed by Seller(provided, to Purchaserhowever, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases Applicable Property Transferee's sole liability relating to Occupancy Agreements shall be to refund Occupants' security deposits (including, in the period prior case of the Waterside Retirement Estates Property, deposits under life care contracts) actually transferred to it pursuant to the Closing and a comparable indemnity from Purchaser relating applicable Lease), pursuant to which each applicable Seller shall assign its Occupancy Agreements to the period following Applicable Property Transferee, but such assignment shall be effective only upon the Closing.occurrence of an Event of Default (as defined in the Lease) and delivery of the notice described in SCHEDULE P; (e) To Copies of letters duly executed by the extent applicable Seller and approved by Purchaser (which approval shall not previously delivered to Purchaserbe unreasonably withheld, originals conditioned or delayed), advising each of the Leasesresidents under the Occupancy Agreements of the change in ownership of each of the Properties and advising of the Seller's change in status from owner to tenant (and that Seller, as tenant, continues to hold any security deposit under an Occupancy Agreement including, in the Contracts which have not been terminated pursuant to Section 9(ccase of Waterside Retirement Estates Property, deposits under life care contracts), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals.; (f) Any keys A Xxxx of Sale duly executed by the applicable Seller and the Applicable Property Transferee with respect to each Property in the possession of Seller to all locks located form set forth in the Property.SCHEDULE Q, attached hereto; (g) Letters A copy of the Management Agreement for such Property duly executed by Seller the Manager and Seller’s management agentTenant, if anyand a Manager Subordination for each Property duly executed by the Manager, addressed to all Tenants, both of which are in form full force and effect as of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction.Closing; (h) Reasonable proof of the due authorizationThe Lease for such Property duly executed by each Tenant, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto.Applicable Property Transferee and a Memorandum of Lease for such Property in recordable form, which is in full force and effect as of Closing; (i) A Rent RollTo the extent a Lender Consent has been obtained for an applicable Loan, prepared not more than one (1) business day prior the applicable Assumption Documents with respect to Closing, certified by Seller to be true and correct.such Loan; (j) An affidavit from Certified copies of all organizational documents, applicable resolutions, certificates of incumbency, and good standing certificates with respect to each Seller, in its capacity as seller and tenant, and such other Persons as Purchaser may reasonably require; (k) A certificate of a duly authorized officer of each of Sellers confirming the continued truth and accuracy of its representations and warranties in this Agreement (subject to such changes as the applicable Seller in the form attached hereto as Exhibit L certifying that such Seller is has given notice of to Purchaser pursuant to Section 6); (l) The "As-Built" Drawings (if available) and an original (or if not available, a “foreign person” within the meaning of Section 1445(f)(3copy) of the Code.final certificate of occupancy for such Property; (m) Copies of the Permits;

Seller’s Closing Documents. (a) At the Initial Closing, Seller Sellers shall deliver or cause to Purchaser be delivered the following, in form and substance reasonably acceptable to Purchaser: (ai) A special warranty deed executed by Seller certificate of a duly authorized officer of Sellers, dated the Initial Closing Date, to the effect that (A) the “Deed”representations and warranties of Sellers set forth in this Agreement qualified as to materiality or Material Adverse Effect are true and correct at and as of the Initial Closing Date, and those not so qualified are true and correct in all material respects at and as of the Initial Closing Date, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties qualified as to materiality were true and correct, and those not so qualified were true and correct in all material respects, on and as of such earlier date), and (B) Sellers have performed and complied in a all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Initial Closing Date; (ii) A duly executed xxxx of sale in the form customary for of Exhibit C hereto; (iii) A duly executed Assignment and Assumption Agreement in the jurisdiction where form of Exhibit D hereto; (iv) A duly executed Management and Spectrum Lease Agreement in the Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear form of all liens, encumbrances, security interests, options and adverse claims Exhibit E hereto; (v) A duly executed Registration Rights Agreement in the form of any kind or character except Exhibit B hereto; and (vi) A duly executed Indemnification Agreement in the Permitted Encumbrances and the encumbrance form of the Assumed LoanExhibit F hereto. (b) A Xxxx of Sale, executed by Seller (At the “Xxxx of Sale”) in the form attached hereto as Exhibit O, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any. (c) An assignment (the “Contract Assignment”) in the form attached hereto as Exhibit P, executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the License-Related Asset Purchase Closing, (ii) any and all guarantees and warranties used Sellers shall deliver or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable). (d) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing. (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller cause to be true, correct and complete copies of such originals. (f) Any keys in delivered the possession of Seller to all locks located in the Property. (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction. (h) Reasonable proof of the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto.following: (i) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified by Seller to be true and correct. (j) An affidavit from Seller duly executed xxxx of sale in the form attached hereto as of Exhibit L certifying that such Seller is not a “foreign person” within C hereto; (ii) A duly executed Assignment and Assumption Agreement in the meaning form of Section 1445(f)(3Exhibit D hereto; and (iii) Except in the event Purchaser has elected to purchase the FCC Licenses in lieu of the CodeLicense Subsidiary Interests, evidence of all consents required in connection with the assignment of the License Subsidiary Interests. Sellers and Purchaser shall execute and deliver such certificates, bills of sale and other documents as the other may reasonably request to consummate the transfer from Sellers to Purchaser of the License Subsidiary Interests.

Seller’s Closing Documents. At the Closing, Seller shall deliver to Purchaser the followingfollowing documents duly executed and, where appropriate, acknowledged by Seller and the following other items (the documents and other items described in form and substance reasonably acceptable this Section being collectively referred to Purchaser:herein as “Seller’s Closing Documents”): (a) A special warranty a bargain and sale deed executed by Seller (the “Deed”), in a form customary for the jurisdiction where without covenant against grantor’s acts conveying the Property is located and otherwise satisfactory to SellerPurchaser, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loan. (b) A Xxxx of Sale, executed by Seller (the “Xxxx of Sale”) in the form attached hereto as Exhibit O, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any. (c) An assignment F (the “Contract AssignmentDeed”); (b) certification from Seller pursuant to Section 1445(b)(2) of the Internal Revenue Code of 1986, as amended, and the treasury regulations promulgated thereunder (collectively, the “Code”) stating that Seller is not a foreign person within the meaning of such Section, in the form attached hereto as Exhibit PG; (c) a duly executed New York City Real Property Transfer Tax Return (RPT), a New York State Combined Real Estate Transfer Tax Return, Credit Line Mortgage Certificate, and Certification of Exemption from the Payment of Estimate Personal Income Tax (Form TP-584), if required, a New York State Application for Certification for Recording of Deed and Nonresident Estimated Income Tax Payment Voucher (Form IT-2663), and a Real Property Transfer Report (Form RP-5217NYC) (which documents shall be executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following at the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable).; (d) An assignment of lessor’s interest in the Leases a lease (the “Lease AssignmentNew Lease”) and memorandum of lease as well as the tax returns necessary to record such memorandum of lease (the “Memo of New Lease”) in the New York County Registrar’s Office (collectively, the “Lease Documents”), the New Lease being in the form attached hereto as Exhibit Q executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing. (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals. (f) Any keys in the possession of Seller to all locks located in the Property. (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction. (h) Reasonable proof of the due authorization, execution and delivery by Seller of this Agreement H and the documents delivered by Seller pursuant hereto. (i) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified by Seller to be true and correct. (j) An affidavit from Seller Memo of New Lease being in the form attached hereto as Exhibit I, it being understood that the Lease Documents may be executed by Seller, an affiliate of Seller or a designee or assignee of Seller; (e) an estoppel certificate from the Condominium Board in substantially the form attached hereto as Exhibit L certifying that such (the “Condominium Estoppel”) or if Seller is not unable to obtain the Condominium Estoppel prior to the Closing despite the use of Seller’s good faith efforts to obtain the Condominium Estoppel, then Seller shall deliver a “foreign person” within certificate from Seller certifying the meaning items set forth in the Condominium Estoppel and Seller’s liability thereunder shall survive the Closing for the lesser of Section 1445(f)(3four (4) years or until such time as the Condominium Estoppel is delivered to Purchaser; (f) if obtainable after request therefor (and the use of good faith efforts to obtain), without payment of any sum or delivery of any consideration, an estoppel certificate from the tenant under the Existing Lease in the form contemplated by the Existing Lease; (g) a Department of Housing Preservation and Development Affidavit in Lieu of Registration Statement; (h) evidence of authority, good standing and due authorization of Seller respecting the transaction contemplated hereby that Seller delivers to the Title Company, (i) a closing statement; (j) a Form 1099-S Statement for Recipient of Proceeds from Real Estate Transaction; (k) a title affidavit in the form attached hereto as Exhibit J; and (l) a certificate, from Seller, restating on and as of the CodeClosing Date, the representations made by Seller in Section 5.1 hereof, except that Seller, in such certificate, may modify (with reasonable detail) the representations made by Seller in Section 5.1 (b), (d), (e), (h) and (o) hereof to reflect facts and circumstances that exist on and as of the Closing Date, provided that any such restatement does not adversely affect the Property or Seller’s ability to consummate the transaction contemplated hereby (such certificate being referred to herein as the “Seller’s Update Certificate”), it being understood that nothing contained in this Section 6.1(l) shall relieve Seller of its obligation to comply with all covenants of Seller expressly set forth herein; (m) Such other instruments or documents as by the terms of this Agreement are to be delivered by Seller at the Closing or that may be reasonably necessary or appropriate to effect the consummation of the transactions which are the subject of this Agreement.

Seller’s Closing Documents. At the Closing, Seller shall deliver to Purchaser Buyer on the Closing. Date the following..(the .1' Seller's Closing documents): ..- (a) Good and sufficient bills of sale, deeds, assignments and other instruments of transfer with covenants or warranties as shall be necessary to assign and transfer to and vest in Buyer good and marketable title to all the Purchased Assets, free and clear of any and all liabilities, liens, claims and encumbrances except those specifically permitted by this Agreement; (b) All consents of third parties, if any, which are necessary to effectively transfer the Purchased Assets in the manner provided for herein, in form and substance reasonably acceptable satisfactory to Purchaser:counsel for Buyer; (ac) Certificate of the Seller dated the Closing Date certifying that each of the representations and warranties of the Seller contained herein are true in all respects as of the Closing Date, that the Seller has performed all of the covenants and agreements contained herein and required to be performed as of the Closing Date and that the conditions precedent set forth in Sections 6.1 through 6.5 hereof have been fulfilled; (d) Certificate of the Secretary or an Assistant Secretary of the Seller dated the Closing Date with respect to the incumbency of corporate officers and their signatures, corporate standing, corporate charter and by-laws, and corporate director and shareholders resolutions authorizing and approving this Agreement and the transactions contemplated hereby; (e) Certificate of Incorporation and all amendments thereto of the Seller certified by the Secretary of State of the jurisdiction in which the Seller is incorporated dated not more than thirty (30) days prior to the Closing Date; (f) Certificates of good standing for the Seller issued by the appropriate officials of the jurisdictions in which the Seller is incorporated and qualified, dated not more than thirty (30) days prior to the Closing Date; (g) A special warranty deed executed by Seller (the “Deed”), in a form customary for the jurisdiction where the Property is located and otherwise satisfactory to legal opinion of Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loan. (b) A Xxxx of Sale, executed by Seller (the “Xxxx of Sale”) 's counsel in the form attached hereto as Exhibit O, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any. (c) An assignment (the “Contract Assignment”) in the form attached hereto as Exhibit P, executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable). (d) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing. (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals. (f) Any keys in the possession of Seller to all locks located in the Property. (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction.9; and (h) Reasonable proof Such documents and certificates as may be required by the title insurance company for the purpose of the due authorization, execution and delivery by Seller issuing as of this Agreement and the documents delivered by Seller pursuant hereto. (i) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified by Seller to be true and correct. (j) An affidavit from Seller Closing Date its title insurance policy in the form attached hereto as Exhibit L certifying that such Seller is not a “foreign person” within the meaning name of Section 1445(f)(3) of the CodeBuyer.

Seller’s Closing Documents. At the Closing, Seller shall will deliver to Purchaser Buyer at Closing (except as otherwise indicated) all of the following, in form and substance reasonably acceptable to Purchaserfollowing items: (a) A special properly executed and acknowledged recordable limited warranty deed executed by Seller (in the “Deed”), in a form customary for attached as Exhibit C conveying title to the jurisdiction where the Real Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loanappurtenant easements to Buyer which shall (i) be in recordable form, and (ii) be duly executed and acknowledged by Seller. (b) A quit claim Xxxx of Sale, executed by Seller (the “Xxxx of Sale”) Sale in the form attached hereto as Exhibit OD, transferringduly executed and acknowledged by Seller, conveying and assigning and warranting to Purchaser, the Buyer title to any Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any. (c) An assignment (the “Contract Assignment”) Seller’s properly executed title affidavits in the customary form attached hereto as Exhibit Ppertaining to liens, executed by judgments, mechanic liens and bankruptcies, in each case against Seller, to Purchaserbrokerage fees, of (i) those of the Contracts etc. which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of affect the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable). (d) An assignment Assignment and Assumption of lessor’s interest the Lease duly executed and acknowledged by Seller in the Leases form attached as Exhibit E (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, to Purchaser, together with an agreement the original, executed Tenant Estoppel Certificate if delivered by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the ClosingTenant. (e) To An Assignment duly executed and acknowledged by Seller in the extent not previously delivered to Purchaserform attached as Exhibit F by which Seller will assign, originals without recourse, all of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession orrights to Buyer in and under: (i) all guaranties and warranties made by any contractor, if such originals are not availablesubcontractor, copies certified by Seller materialman, supplier, or other person or entity with respect to be true, correct the Improvements; (ii) the Contracts; (iii) the Documents; and complete copies of such originals(iv) the Licenses (the “General Assignment”). (f) Any keys in A sworn statement provided by Seller that it is not a foreign person and containing such other information as may be required by Section 1445 of the possession of Seller to all locks located in the PropertyInternal Revenue Code and regulations thereunder. (g) Letters executed A letter to the Tenant in the form provided by Seller Buyer and reasonably satisfactory to Seller’s management agent, if any, addressed to all Tenants, in form advising it of Exhibit R attached hereto, notifying the sale and directing payment of it to pay all future rent and other sums due from Tenants from and after the date of the Closing to be made Buyer, at Purchaser’s directionsuch address as Buyer directs. (h) Reasonable proof of The original Lease if Seller’s possession and control, together with all exhibits referenced therein (to be delivered to Buyer or its designee within three (3) Business Days after Closing, which obligation shall survive the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant heretoClosing). (i) A Rent RollAll original guaranties, prepared not more than one warranties, licenses and Contracts in Seller’s possession and control bearing on the Property (1to be delivered to Buyer or its designee within three (3) business day prior to Business Days after Closing, certified by Seller to be true and correctwhich obligation shall survive the Closing). (j) An affidavit from Seller All construction drawings, plans and specifications in Seller’s possession or control (to be delivered to Buyer or its designee within three (3) Business Days after Closing, which obligation shall survive the form attached hereto as Exhibit L certifying that such Seller is not a “foreign person” within Closing). (k) All keys to the meaning of Section 1445(f)(3Property which are in Seller’s possession. (l) Possession of the CodeProperty, subject only to the rights of the Tenant in possession thereof. (m) A 1099S form. (n) The Title Company’s closing statement executed by Seller. (o) Documents reasonably required by the Title Company to consummate the transaction contemplated hereby, including such documentation as the Title Company may reasonably require to evidence the authority of the Seller to convey the Property to Buyer.

Seller’s Closing Documents. At On the ClosingClosing Date, Seller shall deliver (or cause to be delivered) to Purchaser the following, in form and substance reasonably acceptable to Purchaser: (a) A special warranty deed Special Warranty Deed, duly executed by Seller (Seller, conveying to Purchaser good and marketable title to the “Deed”Hotel, subject only to the items set forth on Schedule B of the Title Policy), substantially in a the form customary for the jurisdiction where the Property is located and otherwise satisfactory to of Exhibit B attached hereto together with Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance ’s executed counterpart of the Assumed Loan.Declaration of Value attached hereto as Exhibit L; (b) An Assignment and Assumption of Contracts, Warranties and Guaranties and Other Intangible Property duly executed by Seller and Purchaser substantially in the form of Exhibit C attached hereto; (c) A Xxxx of Sale, Sale duly executed by Seller and Purchaser substantially in the form of Exhibit D attached hereto; (d) An Assignment Agreement duly executed by Seller and Purchaser in the “Xxxx form of Sale”Exhibit G with respect to the Marks. (e) A letter in the form of Exhibit E signed by Seller, advising the tenants under the Leases of the change in ownership of the Hotel; (f) A certification as to Seller’s non-foreign status in the form attached hereto as Exhibit OH, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear signed by Seller; (g) Certified copies of all liensorganizational documents, encumbrancesauthorizing resolutions, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title theretoincumbency, if any.and good standing certificates with respect to Seller; (ch) An assignment (A certificate of a duly authorized officer of Seller confirming the “Contract Assignment”) continued truth and accuracy of its representations and warranties in this Agreement in the form attached hereto as Exhibit P, I-1; (i) An owner’s affidavit executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable). (d) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q J; (j) A duly-executed counterpart of the Settlement Statement, in a form that has been mutually approved by Seller and Purchaser; (k) An original (or, if an original is not available to Seller, to a copy) of fully-executed counterpart of each Lease and Contract then in effect which is assumed by Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses ; (including attorneys’ feesl) arising in connection with the Leases relating All keys to the period prior to Hotel and the Closing and a comparable indemnity from Purchaser relating to the period following the Closing. (e) To the extent not previously delivered to PurchaserFF&E, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals are in Seller’s possession orpossession, if such originals are not available, copies certified including any space plans relating to Leases of space in the Hotel prepared by Seller to be true, correct and complete copies of such originals.or on its behalf; (fm) Any keys A schedule updating and recertifying the information set forth in Schedule 2.2(d) as of the possession Closing Date and setting forth all past due and uncollected rent owed by tenants, all prepayments of Seller to rent and all locks located in the Property. (g) Letters executed by Seller and Seller’s management agentsecurity deposits, if any, addressed to held by Seller, its managing agent or any other Person under all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction.Leases; (hn) Reasonable proof of All existing Books and Records, papers and agreements, bookkeeping and accounting records and tax returns for the due authorizationHotel, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto.which are in Seller’s or Manager’s possession; (io) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified gap indemnity executed by Seller to be true and correct. (j) An affidavit from Seller in the form attached hereto as Exhibit L certifying that such Seller is not a “foreign person” within K; and (p) Such other documents, certificates and instruments as may be reasonably required to consummate the meaning of Section 1445(f)(3) of the Codetransaction contemplated hereby.

Seller’s Closing Documents. At the Closing, Seller shall deliver to Purchaser the followingfollowing instruments and documents: (a) bills of sale, warranty deeds in respect of the Owned Property in proper form for recording, endorsements, assignments and other good and sufficient instruments of conveyance and transfer, in form and substance reasonably acceptable to Purchaser: (a) A special warranty deed executed by Seller (the “Deed”), in a form customary for the jurisdiction where the Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loan. (b) A Xxxx of Sale, executed by Seller (the “Xxxx of Sale”) in the form attached hereto as Exhibit O, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind to transfer to Purchaser (or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any. (c) An assignment (the “Contract Assignment”) in the form attached hereto as Exhibit P, executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iiiits designee(s)) all right, title and interest of Seller and its agents Affiliates in and to the Intangible Personal Property Acquired Assets as provided herein; (including b) (x) copies of resolutions adopted by the Governmental Approvals Board of Directors of Seller and Parent, and Parent as the sole shareholder of Seller, certified as of the Closing Date by the Secretary of Seller or Parent, as the case may be, approving the execution and delivery of this Agreement, the Ancillary Agreements to which Seller is a party and the performance by Seller or Parent, as the case may be, of its obligations hereunder and thereunder; and (y) a certificate of good standing in respect of Seller issued by the Delaware Secretary of State. (c) instruments provided by the Financing Parties setting forth the total amount required to be paid by Seller and its Affiliates to (x) fully discharge all indebtedness and obligations of Seller under the Financing Agreements and Capital Leases and (y) fully discharge and release all Liens in favor of the Financing Parties in the Acquired Assets (the "Pay-Off Letter"), together with documentation reasonably satisfactory to Purchaser that the Financing Parties have consented to the extent assignable).transactions contemplated hereby; (d) An assignment of lessor’s interest U.C.C. termination statements in recordable form and other appropriate releases, in form and substance satisfactory to Purchaser, with respect to all recorded Liens in the Leases Acquired Assets, including without limitation the Financing Liens; (the “Lease Assignment”e) in the form attached hereto as Exhibit Q instruments of assignment, duly executed by Seller, to Purchaserof all Intellectual Property listed in Part A of Schedule 3.11, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising suitable for filing in connection with the Leases relating to PTO or the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing. (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and appropriate governmental office in other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals.jurisdictions; (f) Any keys in the possession of Seller to all locks located in the PropertyAncillary Agreements, duly executed by Parent and Seller. (g) Letters executed by an opinion of counsel to Seller and Seller’s management agent, if anyParent, addressed to all TenantsPurchaser and dated the Closing Date, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing substance satisfactory to be made at Purchaser’s direction.; (h) Reasonable proof 18-month non-competition and non-solicitation agreements in favor of the due authorization, execution Purchaser executed by each of Xxxxxxx Xxxxx and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto.Xxxxxxx Xxxxx; (i) A Rent Roll, prepared a duly executed certificate that Seller is not more than one (1) business day prior a foreign person subject to Closing, certified by Seller to be true and correct.withholding under Section 1445 of the Code; (j) An affidavit from an instrument executed by American Silicon Products B.V. agreeing to be bound by the terms of Article VI and Section 5.4; and (k) evidence of the compliance by Seller in under the form attached hereto as Exhibit L certifying that such Seller is not a “foreign person” within the meaning provisions of Section 1445(f)(3) 44-19-22 of the CodeRhode Island General Laws as they relate to the transactions contemplated hereby; and (l) possession of the Acquired Assets.

Seller’s Closing Documents. At the Closing, Seller shall deliver to Purchaser the following, in form and substance reasonably acceptable to Purchaser: (a) A special warranty deed executed by Seller (the “"Deed”"), in a form customary for the jurisdiction where recordable form, conveying the Property is located and otherwise satisfactory to Seller, Purchaser and Title InsurerPurchaser, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loanmatters arising by or through Purchaser. (b) A Xxxx of Sale, executed by Seller (the “"Xxxx of Sale”") in the form attached hereto as Exhibit OK, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed LoanEncumbrances, together with the original certificates of title thereto, if any. (c) An assignment (the “"Contract Assignment”") in the form attached hereto as Exhibit PL, executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “"Assigned Contracts”") with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ ' fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable). (d) An assignment of lessor’s 's interest in the Leases (the “"Lease Assignment”") in the form attached hereto as Exhibit Q M, executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ ' fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing. (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c9(d), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s 's possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals. (f) Any keys in the possession of Seller to all locks located in the Property. (g) Letters executed by Seller and Seller’s 's management agent, if any, addressed to all Tenants, in form of Exhibit R N attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s 's direction. (hi) The tenant estoppel certificates required by Section 8(a)(i) addressed to Purchaser from substantially all of the Tenants dated not more than thirty (30) days prior to the Closing. (ii) The SNDAs required by Section 8(a)(ii). (i) Reasonable proof of the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto. (ij) A Rent Roll, prepared not more than one (1) business as of the day prior to of the Closing, certified by Seller to be true and correctcorrect through the day of the Closing. (jk) An affidavit from Seller The FIRPTA Affidavit. (l) The Certificate. (m) Any other documents, instruments or agreements called for hereunder which have not previously been delivered or which may be required by the Escrow Agent to issue the Title Policy. (n) If there are non-cash security deposits (i) an escrow agreement pursuant to which an amount equal to the non-cash security deposits is to be held in escrow pending transfer of the form attached hereto as Exhibit L certifying non-cash security deposits to the Purchaser (the “Security Deposit Escrow Agreement”) and (ii) documents and transfer fees transferring the non-cash security deposits. (o) In the event that such Seller the Avenue Lease is not a executed at closing an escrow agreement whereby $800,000 (the “foreign person” within Escrowed Funds”) is held in escrow by the meaning Escrow Agent for up to five years (the “Escrow Agreement”). The Escrowed Funds are comprised of Section 1445(f)(3$550,000 for base rental and CAM charges, $250,000 for tenant improvements and leasing commissions. The Escrow Agreement shall provide that the Escrow Agent shall disburse to Purchaser (i) monthly on the 1st day of each month, commencing ninety days following Closing, 1/60 of the Codeamount escrowed for base rent and CAM charges until a tenant is in occupancy and paying rent and (ii) money to pay for tenant improvements and leasing commissions on an as needed basis. If no tenant has occupied the premises at the end of the five year term, any undisbursed Escrowed Funds shall be released to the Purchaser. Upon occupancy by a tenant and the commencement of rent payments, any undisbursed Escrowed Funds held by Escrow Agent attributable to base rent and CAM charges shall be released to the Seller. If a tenant occupies the space any unused portion of the Escrowed Funds attributable to tenant improvements and leasing commissions will be disbursed to the Seller. If no tenant occupies the space, the unused portion of the Escrowed Funds attributable to tenant improvements and leasing commissions will be disbursed to the Purchaser.

Seller’s Closing Documents. At the Closing, Seller shall execute, acknowledge and deliver to Purchaser the following, in form and substance reasonably acceptable to Purchaser: (aiii) A special warranty deed duly executed in proper recordable form, witnessed and acknowledged, conveying fee simple title to the Property to Purchaser; (iv) An Assignment of Leases executed in recordable form, assigning all of the Seller's right, title and interest as landlord in and to the Leases of the Property and all security deposits and other sums from tenants held by Seller with respect to the Leases to Purchaser; (v) A general assignment of any operating licenses, permits, approvals, Contracts, etc., affecting the “Deed”)Property; (vi) A xxxx of sale of any personal property owned by Seller which is located at the Property; (vii) All keys and other means of access to the Improvements in Seller's possession or control; (viii) An owner's affidavit, reasonably satisfactory to the title insurance company, insuring Purchaser's fee simple title to the Property; (ix) Affidavit that Seller is not a "foreign person" as defined in a form customary Section 1445 of the Internal Revenue Code; (x) Originals of all Leases, Contracts, and Materials, including, without limitation, tenant files and correspondence, construction plans and specifications, site plans, and sketches of the Property, to the extent in Seller's possession or control; (xi) An indemnity from Seller against breaches by the landlord of the Leases and Contracts prior to the Closing Date; (xii) An updated Rent Roll (as of the Closing Date) certified by Seller for the jurisdiction where Property; (xiii) Subject to the Property is located and otherwise satisfactory to Sellerprovisions of paragraph 7 (k) above, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance Original tenant estoppel letters from each of the Assumed Loan. (b) A Xxxx of Saletenants under the Leases, executed by Seller (the “Xxxx of Sale”) substantially in the form attached hereto as Exhibit O, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind E or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any. (c) An assignment (the “Contract Assignment”) in the form attached hereto as Exhibit P, executed by Seller, which a particular tenant is required to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume give under its Lease (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable"Tenant Estoppel Letters").; (dxiv) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases warranties relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing.Property, if any; (exv) To the extent not previously delivered Letter to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals. (f) Any keys in the possession of Seller to all locks located in the Property. (g) Letters executed tenants signed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form Purchaser notifying the tenants of Exhibit R attached hereto, notifying the acquisition of the Property by Purchaser and directing payment of the tenants to pay all rent rents and other sums due from Tenants to Purchaser from and after the date Closing Date; (xvi) A certificate from the Seller that the representations and warranties of the Closing to be made at Purchaser’s direction. (h) Reasonable proof of the due authorization, execution and delivery by Seller set forth in Section 7 of this Agreement and the documents delivered by Seller pursuant hereto. (other than (c), (i) A Rent Rollor (j)) remain true in all material respect as of the date of Closing (subject to revisions to address any factual changes with respect to (f), prepared not more than one (1k), (g), (m), (o), (r), (t) business day prior to Closing, certified by Seller to be true and correct.(u); and (jxvii) An affidavit from Seller in Such other documents as the form attached hereto as Exhibit L certifying Purchaser or the Title Company may reasonably request to effect the transactions contemplated by this Agreement, provided same does not increase Seller's obligations or liabilities beyond that such Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Codecontemplated hereunder.

Seller’s Closing Documents. At the Closing, Seller shall deliver to Purchaser the following, in form and substance reasonably acceptable to Purchaser: (a) A special warranty quitclaim deed executed by Seller as to any right, title and interest Seller has in and to the Improvements (the “Deed”), in a form customary for the jurisdiction where the Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loan. (b) A Xxxx of Sale, executed by Seller (the “Xxxx of Sale”) in the form attached hereto as Exhibit O, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any. (c) An assignment (the “Contract Assignment”) in the form attached hereto as Exhibit P, executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable). (d) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing. (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals. (f) Any keys in the possession of Seller to all locks located in the Property. (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction. (h) Reasonable proof of the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto. (i) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified by Seller to be true and correct. (j) An affidavit from Seller in the form attached hereto as Exhibit L certifying that such Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code.

Seller’s Closing Documents. At the Closing, Seller shall execute, acknowledge and deliver to Purchaser the following, in form and substance reasonably acceptable to Purchaser: (aiii) A special warranty deed duly executed in proper recordable form, witnessed and acknowledged, conveying fee simple title to the Property to Purchaser; (iv) An Assignment of Leases executed in recordable form, assigning all of the Seller's right, title and interest as landlord in and to the Leases of the Property and all security deposits and other sums from tenants held by Seller with respect to the Leases to Purchaser; (v) A general assignment of any operating licenses, permits, approvals, Contracts, etc., affecting the “Deed”)Property; (vi) A xxxx of sale of any personal property owned by Seller which is located at the Property; (vii) All keys and other means of access to the Improvements in Seller's possession or control; (viii) An owner's affidavit, reasonably satisfactory to the title insurance company, insuring Purchaser's fee simple title to the Property; (ix) Affidavit that Seller is not a "foreign person" as defined in a form customary Section 1445 of the Internal Revenue Code; (x) Originals of all Leases, Contracts, and Materials, including, without limitation, tenant files and correspondence, construction plans and specifications, site plans, and sketches of the Property, to the extent in Seller's possession or control; (xi) An indemnity from Seller against breaches by the landlord of the Leases and Contracts prior to the Closing Date; (xii) An updated Rent Roll (as of the Closing Date)certified by Seller for the jurisdiction where Property; (xiii) Subject to the Property is located and otherwise satisfactory to Sellerprovisions of paragraph 7 (k) above, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance Original tenant estoppel letters from each of the Assumed Loan. (b) A Xxxx of Saletenants under the Leases, executed by Seller (the “Xxxx of Sale”) substantially in the form attached hereto as Exhibit O, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind E or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any. (c) An assignment (the “Contract Assignment”) in the form attached hereto as Exhibit P, executed by Seller, which a particular tenant is required to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume give under its Lease (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable"Tenant Estoppel Letters").; (dxiv) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases warranties relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing.Property, if any; (exv) To the extent not previously delivered Letter to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals. (f) Any keys in the possession of Seller to all locks located in the Property. (g) Letters executed tenants signed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form Purchaser notifying the tenants of Exhibit R attached hereto, notifying the acquisition of the Property by Purchaser and directing payment of the tenants to pay all rent rents and other sums due from Tenants to Purchaser from and after the date Closing Date; (xvi) A certificate from the Seller that the representations and warranties of the Closing to be made at Purchaser’s direction. (h) Reasonable proof of the due authorization, execution and delivery by Seller set forth in Section 7 of this Agreement and the documents delivered by Seller pursuant hereto. (other than (c), (i) A Rent Rollor (j)) remain true in all material respect as of the date of Closing (subject to revisions to address any factual changes with respect to (f), prepared not more than one (1k), (g), (m), (o), (r), (t) business day prior to Closing, certified by Seller to be true and correct.(u); and (jxvii) An affidavit from Seller in Such other documents as the form attached hereto as Exhibit L certifying Purchaser or the Title Company may reasonably request to effect the transactions contemplated by this Agreement, provided same does not increase Seller's obligations or liabilities beyond that such Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Codecontemplated hereunder.

Seller’s Closing Documents. At the Closing, Seller shall deliver deliver, or cause to be delivered, to Purchaser the following, in form and substance reasonably acceptable to Purchaser: (a) A special warranty duly executed and acknowledged deed executed by Seller (the “Deed”)) conveying, selling and transferring to Purchaser all of Seller’s right, title and interest in a and to the Real Property, substantially in the form customary for the jurisdiction where the Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loan.Exhibit C; (b) A Xxxx duly executed bxxx of Sale, executed by Seller (the “Xxxx of Sale”) sale substantially in the form attached hereto as Exhibit OD, transferringtransferring to Purchaser all of Seller’s right, conveying title and assigning interest in and warranting to Purchaserthe FF&E, the Personal PropertyFood and Beverage, free Consumables and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any.Operating Equipment; (c) An A duly executed assignment (the “Contract Assignment”) and assumption agreement in the form attached hereto as Exhibit P, executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume E-1 (the “Assigned ContractsAssignment and Assumption Agreement”) with the agreement ), conveying and transferring to Purchaser all of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all Seller’s right, title and interest of Seller in, to and its agents in under the Declaration, Condominium Documents, Penthouse Documents, Bookings, the Hotel Contracts, the Space Leases, the Permits (other than Excluded Permits), the Hotel Books and to Records, the Intangible Personal Property Miscellaneous Hotel Assets and any other obligations for which Purchaser shall receive a credit on the Settlement Statement (including other than the Governmental Approvals to the extent assignableAssumed Obligations).; (d) An assignment The originals, or, if not reasonably available, copies of lessor’s interest all Permits (other than Excluded Permits) and material governmental approvals in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed by possession of Seller, if any, including, without limitation, the current certificates of occupancy for the Improvements. The location of such items at the Hotel on the Closing Date shall constitute delivery to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing.; (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals. (f) Any keys in the possession of Seller to all locks located in the Property. (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction. (h) Reasonable proof of the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto. (i) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified by Seller to be true and correct. (j) An affidavit from Seller in the form attached hereto as Exhibit L certifying that such Seller is not a “foreign person” within the meaning of the Internal Revenue Code of 1986, as amended (the “IRC”), that the transaction contemplated hereby does not constitute a disposition of a United States real property interest by a foreign person, and that, at Closing, Seller will not be subject to the withholding requirements of Section 1445(f)(31445 of the IRC; (f) Such evidence as Purchaser may reasonably request confirming Seller’s authority to execute and deliver the documents required of it and to consummate the transactions contemplated hereby; (g) Originals (and to the extent not reasonably available, copies) of the CodeDeclaration, Condominium Documents, Penthouse Documents, Hotel Contracts, Hotel Books and Records, Space Leases and other Miscellaneous Hotel Assets (to the extent not specifically referred to above and to the extent the same are of a nature that are capable of being physically delivered at Closing) which are in Seller’s possession; provided, however, that the existence of such contracts and leases at the Hotel on the Closing Date shall constitute delivery of Purchaser, provided Purchaser is advised of the location thereof; (h) A notice to the counter-parties to the Hotel Contracts, Settlement Agreement, Penthouse Documents, Space Leases and to all parties required under the Condominium Documents and documents provided with the Title Report, in accordance with the Hotel Contracts, Settlement Agreement, Penthouse Documents, Space Leases, Condominium Documents and documents provided with the Title Report, respectively, advising of the Closing and directing all future communications be sent to Purchaser, with a copy to Manager; (i) A duly executed Concession Agreement by New Liquor Licensee; (j) To the extent received by Seller, an original Franchisor Estoppel and Consent executed by Franchisor, in the form of Exhibit G-2 attached hereto, and original copies of any Penthouse Estoppels and/or Tenant Estoppels received by Seller; (k) As soon as practicable after the Closing, Seller shall deliver to Purchaser (if not then located in the Improvements) all combinations to safes, keys, codes and passcards relating to the operation of the Hotel and forming part of the Personal Property; (l) A Parking Easement Agreement in a form reasonably agreed to by the parties (the “Parking Easement Agreement”) and duly executed and acknowledged by the owner of property identified on Exhibit A-3 burdened by the Parking Easement Agreement (the “Parking Easement Property”); (m) A duly executed Management Agreement in the form attached hereto as Exhibit P (the “Management Agreement”) executed by Manager; (n) A Cooperation and Easement Agreement in a form reasonably agreed to by the parties (the “Cooperation and Easement Agreement”) and duly executed and acknowledged by Seller; (o) Subject to Section 17.10, a resignation by each of Rxxxxxx X. XxxXxxxxxxx, Mxxxx X. Xxxxxx (Mx. XxxXxxxxxxx and Mx. Xxxxxx referred to herein as the “Seller-Appointed Managers”) and Jxxx Xxxx (Mx. Xxxx referred to herein as the “At-Large Manager”) of their seats on the Board of Managers of the Condominium Association and as officers of the Condominium Association (provided, however, that the At-Large Manager’s resignation shall be effective only upon election of such At-Large Manager’s successor as contemplated pursuant to Section 17.6), and evidence of the appointment of two persons designated by Purchaser (“Purchaser-Appointed Managers”) to replace the Seller-Appointed Managers on the Board of Managers of the Condominium Association; (p) A duly executed Seller’s Guaranty, executed by Guarantor; (q) A duly executed Settlement Statement reflecting adjustments and proportions as required under this Agreement (the “Settlement Statement”); (r) A duly executed and acknowledged waiver and release of all present and future rights to exercise the right of first refusal provided for in Section 37 of the Declaration in the form attached hereto as Exhibit J (the “ROFR Waiver and Release”); and (s) Subject to Section 17.10, a duly executed assignment and assumption agreement in the form attached hereto as Exhibit E-2 (the “Assignment and Assumption of Assumed Obligations”), pursuant to which Seller transfers to Purchaser the Assumed Obligations and Purchaser assumes the obligation to perform the Assumed Obligations from and after the Closing Date. Seller and Purchaser (or Purchaser’s assignee pursuant to Section 17.11 hereof) will prepare and execute such additional instruments, affidavits, certificates, assignments and other assurances as are reasonably requested by either party hereto or by the Title Company and are customary for similar transactions in order to convey, assign and transfer all of Seller’s right, title and interest in and to the Property to Purchaser (or to Purchaser’s assignee pursuant to Section 17.11 hereof).

Seller’s Closing Documents. At On or before the Closingapplicable Closing Date, Seller shall deliver or cause to be delivered to Purchaser or Escrow Holder the following, in form and substance reasonably acceptable to Purchaser: (a) A special warranty deed Grant Deed, executed by Seller (the “Deed”)Seller, in a form customary for recordable form, conveying the jurisdiction where Power/Promotional Center Property or Community Center/Triangle Property, as applicable, to Purchaser free and clear of all claims, liens and encumbrances except the Property is located Permitted Encumbrances and otherwise satisfactory to matters arising by or through Purchaser. (b) Bill xx Sale, executed by Seller, Purchaser and Title Insurerassigning, without recourse to Purchaser, title to the Personal Property, if any, applicable to the Power/Promotional Center or Community Center/Triangle, as appropriate, except for Seller's warranty that it is transferring title to the applicable Personal Property free and clear of all liens, encumbrancesclaims and encumbrances caused by Seller, security interests, options and adverse claims of any kind or character except for the Permitted Encumbrances and the encumbrance of the Assumed Loan. (b) A Xxxx of Sale, executed by Seller (the “Xxxx of Sale”) in the form attached hereto as Exhibit O, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if anyEncumbrances. (c) An assignment Assignment of Contracts applicable to the Power/Promotional Center or Community Center/Triangle, as appropriate, (the “Contract Assignment”) in the form attached hereto as Exhibit P"Assignment of Contracts"), executed by Seller, to Purchaser, of (i) those of Purchaser assigning the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used Power/Promotional Center Property or made in connection with the operation, construction, improvement, alteration or repair of the Community Center/Triangle Property, as appropriate, and (iii) assigning, without recourse, all right, title and interest of Seller and its agents in and to the Intangible Personal Property to the Power/Promotional Center Property or Community Center/Triangle Property, as appropriate (including the Governmental Approvals to the extent assignableassignable and to the extent related to the applicable Property). (d) An assignment of lessor’s interest in the Existing Leases and New Leases with respect to the Power/Promotional Center Property or Community Center/Triangle Property, as appropriate (the “"Lease Assignment”) in the form attached hereto as Exhibit Q "), executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the ClosingPurchaser. (e) To the extent not previously delivered to Purchaser, originals of the Existing Leases, the Contracts which have not been terminated pursuant to Section 9(c)New Leases, temporary certificate(s) of occupancy or their equivalent and other instruments evidencing covering the Governmental Approvals in Seller’s possession orwith respect to the Power/Promotional Center Property or Community Center/Triangle Property, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals.as appropriate (f) Any keys in the possession of Seller to all locks located in the PropertyPower/Promotional Center Property or Community Center/Triangle Property on the applicable Closing Date. (g) Letters executed by Seller and Seller’s Purchaser, or their respective management agentagents, if any, addressed to all TenantsTenants and any vendors requested by Purchaser, in form of Exhibit R attached heretoa mutually acceptable form, notifying and directing payment of all rent and other sums due from Tenants from and after the date first day of the next month immediately following the month in which the applicable Closing Date occurs, to be made to Purchaser or at Purchaser’s direction.its direction with respect to the Power/Promotional Center Property or Community Center/Triangle Property, as appropriate (h) Reasonable proof of Original Tenant estoppel certificates in the due authorizationform required by this Agreement, execution dated not more than sixty (60) days prior to the applicable Closing Date and delivery any estoppel certificates signed by Seller of this Agreement dated not more than five (5) days prior to the applicable Closing Date with respect to the Power/Promotional Center Property and the documents delivered by Seller pursuant heretoCommunity Center/Triangle Property, as appropriate. (i) A Rent Roll, prepared An affidavit in form satisfactory to Purchaser or its designee that Seller is not more than one a "foreign person" within the meaning of Section 1445(f) (13) business day prior to Closing, certified by Seller to be true of the Code and correctwithin the meaning of the California Revenue and Taxation Code. (j) An affidavit from Seller Rent Subsidy Agreement for the unleased space in the Power/Promotional Center and Community Center/Triangle to the extent required by this Agreement and in the form attached hereto as Exhibit L certifying that such approved by Purchaser and Seller is during the Contingency Period. (k) Originals of any other documents, instruments or agreements (i) called for hereunder pursuant to Article 7 which have not a “foreign person” within previously been delivered or (ii) reasonably necessary to close the meaning of Section 1445(f)(3) of the CodePower/Promotional Center Closing and Community Center/Triangle Closing contemplated by this Agreement.

Seller’s Closing Documents. At the On or before Closing, Seller Sellers shall deliver or cause to be delivered to Purchaser or Escrow Holder, as appropriate, the following, in form and substance reasonably acceptable to Purchaser:following (“Sellers’ Closing Documents”): (a) A special warranty deed executed by Seller Such Special Warranty Deeds in the form attached hereto as Exhibit “H” as shall be required to convey all of the Land, buildings, fixtures and Appurtenances to Purchaser subject only to the Permitted Exceptions (collectively, the “DeedDeeds”)) duly executed and acknowledged by CL&S and CL, in a form customary for the jurisdiction where the Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loan.as applicable; (b) A Xxxx of Sale, executed by Seller Sale (the “Xxxx of Sale”) to the Personal Property, in the form of Exhibit “I” attached hereto duly executed by each one of Sellers that owns any of the Personal Property, conveying all of the Personal Property to Purchaser; (c) An Assignment and Assumption of the Intangible Property (the “Intangible Property Assignment”), in the form of Exhibit “J” attached hereto duly executed by each one of Sellers that owns any of the Intangible Property, conveying all of the Intangible Property to Purchaser; (d) An affidavit from each of Sellers that satisfies the requirements of Section 1445 of the Code, as amended (the “Affidavit”); (e) An Assignment and Assumption of Equipment Leases (the “Equipment Lease Assignment”) in the form attached hereto as Exhibit O“K”, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any.duly executed by CHO; (cf) An assignment Assignment and Assumption of Service Contracts (the “Service Contract Assignment”) in the form attached hereto as Exhibit P“L”, and duly executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable).CHO; (dg) An assignment Assignment and Assumption of lessor’s interest in the Tenant Leases (the “Lease Tenant Leases Assignment”) in the form attached hereto as Exhibit Q “M”, and duly executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing. (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals. (f) Any keys in the possession of Seller to all locks located in the Property. (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction.CHO; (h) Reasonable proof A Certificate duly executed by Sellers pursuant to which Sellers remake their representatives and warranties under this Agreement, subject to modification in the event of any Adverse Change, as of the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto.Closing Date; (i) A Rent Roll, prepared not more than one An Assignment and Assumption of the Amended and Restated Club Access and Use Agreement (1the “Club Member Access Assignment”) business day prior to Closing, certified by Seller to be true and correct. (j) An affidavit from Seller in the form attached hereto as Exhibit L certifying that such Seller is not a “foreign person” within N”, and duly executed by CL&S; (j) An Assignment and Assumption of the meaning Lodge Access and Use Easement Agreement (the “Lodge Assignment”) in the form attached hereto as Exhibit “O”, and duly executed by CL&S; (k) An Assignment and Assumption of the Signature Golf Memberships Letter Agreement (the “Golf Memberships Option Assignment”) in the form attached hereto as Exhibit “P”, and duly executed by CL, CL&S and CHO; (l) If required under Section 1445(f)(316(c) of this Agreement, an Assignment and Assumption of the CodeManagement Agreement (the “Management Agreement Assignment”) in substantially the form attached hereto as Exhibit “Q”, and duly executed by CHO and Manager; (m) Evidence of compliance with the Sales Tax Laws of the State of Colorado; (n) Assignment and assumption agreements, as reasonably necessary, for each of the Operational Agreements set forth on Exhibit “C” and, if not waived or deemed waived at the end of the Due Diligence Period, the Revised Sales Center Agreement, in form and substance reasonably acceptable to Sellers and Purchaser (collectively, the “Operational Assignments”); (o) A Termination Agreement terminating the Master Lease and all other Sellers’ Agreements; (p) Original titles to any motor vehicles conveyed to Purchaser as part of the Personal Property or other instruments sufficient to convey such vehicles to Purchaser in accordance with Colorado law; and (q) Such other documents and conveyances as are reasonably and customarily required to consummate the transaction envisioned by this Agreement (including, without limitation, original notes as may be necessary in order to discharge Seller’s existing financing on the Property).

Seller’s Closing Documents. At the Closing, Seller shall deliver (or cause to be delivered) to Purchaser the followingfollowing instruments and documents: (a) duly executed bills of sale for the Acquired Assets, and such endorsements, assignments and other good and sufficient instruments of conveyance and transfer, in form and substance reasonably acceptable to Purchaser: (a) A special warranty deed executed by Seller (the “Deed”), in a form customary for the jurisdiction where the Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loan. (b) A Xxxx of Sale, executed by Seller (the “Xxxx of Sale”) in the form attached hereto as Exhibit O, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any. (c) An assignment (the “Contract Assignment”) in the form attached hereto as Exhibit P, executed by Seller, to Purchaser, of (i) those of the Contracts which transfer to Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents Affiliates in and to the Intangible Personal Acquired Assets as provided herein; a limited warranty deed in respect of the Owned Real Property (including the Governmental Approvals to the extent assignable). (d) An assignment in proper form for recording and such customary affidavits and other documents required of lessor’s interest sellers of real property in the Leases State of Michigan by Purchaser’s title company (the “Lease Assignment”being Chicago Title Insurance Company or another national title insurance company selected by Purchaser in its sole discretion reasonably exercised) in the form attached hereto order to issue a title insurance policy and any desired endorsements to a title policy that are customarily underwritten based on information provided by a seller, including, without limitation, a creditor’s rights fact sheet, an owner’s affidavit, gap indemnity and proof of authority; such disclosures and reports as Exhibit Q executed are required of a seller by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend applicable state and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising local law in connection with the Leases relating conveyance of real property, including, without limitation, a real estate transfer tax valuation affidavit (if the valuation is not disclosed on the deed); (b) a distribution agreement, pursuant to which Seller will supply the Supplied Products to Purchaser for resale to the period prior to Supplied Products Customers in the Closing and a comparable indemnity from Purchaser relating to the period following the Closing. (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy Territory and other instruments evidencing the Governmental Approvals in Seller’s possession orcustomers who purchase products for FTG Applications, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals. (f) Any keys substantially in the possession of Seller to all locks located in the Property. (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached heretoD (the “Distribution Agreement”), notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction.duly executed by Seller; (hc) Reasonable proof of the due authorizationa transition services agreement, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto. (i) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified by Seller to be true and correct. (j) An affidavit from Seller substantially in the form attached hereto as of Exhibit L certifying that such Seller is not a E (the “foreign person” within the meaning of Section 1445(f)(3) of the Code.Transition Services Agreement”), duly executed by Seller;

Seller’s Closing Documents. At Delivery by Sellers to Buyer at the Closing, Seller shall deliver to Purchaser the following, in form and substance reasonably acceptable to Purchaser: (a) A special warranty deed executed by Seller (the “Deed”), in a form customary for the jurisdiction where the Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance Closing of the Assumed Loan. (b) A Xxxx of Salefollowing documents, executed by Seller (the “Xxxx of Sale”) in the form attached hereto each dated as Exhibit O, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any. (c) An assignment (the “Contract Assignment”) in the form attached hereto as Exhibit P, executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable). (d) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing. (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals. (f) Any keys in the possession of Seller to all locks located in the Property. (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction. (h) Reasonable proof of the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant heretoDate unless otherwise specified. (i) A Rent RollLimited Warranty Deeds in the forms of Exhibit A-1 (Geauga County) and Exhibit A-2 (Portage County) attached hereto (the "Deeds") conveying the Owned Real Property, prepared not more than one (1) business day prior duly executed and acknowledged by Sellers and in recordable form, conveying to ClosingBuyer good and insurable fee simple title to the Owned Real Property, certified by Seller subject only to be true and correct.the Permitted Exceptions; (jii) An affidavit from Seller A xxxx of sale duly executed by Sellers respecting Tangible Personal Property, Inventories and Records and Manuals in the form of Exhibit B attached hereto (the "Xxxx of Sale"); (iii) An assignment and assumption agreement duly executed by Sellers respecting the Permits (if any) in the form of Exhibit C attached hereto (the "Permit Assignment"); (iv) An assignment and assumption agreement duly executed by Sellers respecting the Contracts and Agreements and Personal Property Leases in the form of Exhibit D-1 attached hereto (the "Contracts Assignment") and an assignment and assumption of the Real Property Leases (collectively, the "Real Property Leases Assignment"), in substantially the form annexed hereto as Exhibit L certifying D-2; (v) An affidavit, duly executed by Sellers, stating under penalty of perjury, Sellers' United States taxpayer identification number and that such Seller is Sellers are not a “"foreign person” within the meaning of persons" as defined in Section 1445(f)(3) of the CodeCode and otherwise in the form prescribed by the Internal Revenue Service; (vi) Certificate from each of the Sellers described in Section 8.2(a); (vii) Copies of the resolutions, certified by the Secretaries or Assistant Secretaries of Sellers as being in full force and effect on the Closing Date, duly adopted by the Boards of Directors or Members of Sellers evidencing the approval and authorization of the execution and delivery of this Agreement, the consummation of the Transaction contemplated hereby and the taking of all necessary corporate action to enable Sellers to comply with all of the terms of this Agreement; (viii) An affidavit of title in the form reasonably required by the Title Company in order to issue the Title Policy contemplated hereunder; (ix) Certificates of good standing of Sellers, certified by the Secretary of State of Ohio, dated within ten (10) days prior to the Closing; (x) Such affidavits as shall be reasonably required by the Title Company to (a) eliminate the standard exceptions in the Title Policy relating to mechanics liens and (b) insure over any "gap" period resulting from any delay in recording of documents or later-dating the title insurance file; (xi) An originally executed copy of that certain Installment Mortgage Note dated August 10, 1999, in the principal amount of One Million Dollars ($1,000,000.00) or a lost note affidavit executed by Sellers; and (xii) Such other and further instruments, documents and other considerations as Buyer may reasonably deem necessary or desirable, or as may be required, to consummate the Transaction.

Seller’s Closing Documents. At the Closing, Seller shall will deliver to Purchaser the followingBuyer, in form and substance reasonably acceptable satisfactory to PurchaserBuyer, (a) all consents and certificates required to be obtained prior to the Closing under the Assigned Contracts; and (b) appropriate documents to effect or evidence the sale, conveyance, assignment and transfer to Buyer of the Acquired Assets as contemplated hereby and necessary to place Buyer in full possession and enjoyment of all Acquired Assets as contemplated hereby, including the following: (a) A special warranty deed executed by Seller (the “Deed”), in a form customary for the jurisdiction where the Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loan. (b) A Xxxx of Sale, executed by Seller (the “Xxxx of Sale”) in the form attached hereto as Exhibit OA, transferringand such other instruments of transfer as shall be necessary or reasonably desirable to vest in Buyer all of Seller’s right, conveying title and assigning interest in and warranting to Purchaserall Acquired Assets, including the Personal Assigned Contracts, Intellectual Property, free Equipment, Personal Property Leases, Shrewsbury Lease and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance intangible property of the Assumed LoanSeller to be sold or transferred to Buyer hereunder; (b) duly issued and valid titles to the Motor Vehicles, together with the original certificates of title thereto, if any.duly transferred to Buyer; (c) An documents of assignment and assumption of intellectual property rights; (d) copies of resolutions of the board of directors and shareholders of Seller authorizing the execution and delivery of, and performance of Seller’s obligations under this Agreement, certified by the Secretary or an Assistant Secretary of Seller; (e) an opinion, addressed to Buyer and dated the Closing Date of counsel to Seller, in form and substance reasonably satisfactory to Buyer and such counsel, to the effect that: (i) Seller is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation; (ii) Seller has requisite corporate power and authority to Transfer the Acquired Assets to Buyer as provided for in this Agreement and to execute, deliver and perform this Agreement and each of the other agreements delivered pursuant to this Agreement to which it is a party (the “Contract AssignmentSeller Agreements”) on the terms and conditions herein or therein provided; and (iii) This Agreement and each of the Seller Agreements has been duly and validly authorized, executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, and other Laws of general applicability relating to or affecting creditors’ rights and general equity principles; (f) evidence of any Approval of any Person necessary in connection with this Agreement, including, without limitation, that contemplated in Section 8.2(c) hereof; (g) an Assignment and Assumption Agreement, in the form attached hereto as Exhibit PC, executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable).; (dh) An assignment an Intellectual Property Assignment and Assignment of lessor’s interest in the Leases (the “Lease Assignment”) Internet Domain Name, each in the form attached hereto as Exhibit Q D, each executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing. (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals. (f) Any keys in the possession of Seller to all locks located in the Property. (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction. (h) Reasonable proof of the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto.; (i) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified by Seller to be true and correct.Articles of Amendment changing the corporate name of Seller; (j) An affidavit from Seller a written release of Seller, Buyer, and ART, in the a form attached hereto as Exhibit L certifying that such Seller is not a “foreign person” within the meaning of satisfactory to Buyer and ART, with respect to each Action set forth in Section 1445(f)(3) 4.16 of the CodeDisclosure Schedule; and (k) such other documents as Buyer shall reasonably request.

Seller’s Closing Documents. At The following documents (duly executed and notarized as appropriate) will have been delivered to Buyer and Parent: Sale”); Assignment”); (i) a Xxxx of Sale, Assignment and Assumption Agreement between Buyer and Seller, in substantially the form attached as Exhibit B (the “Xxxx of (ii) an Intellectual Property Assignment made by Seller in favor of Buyer, in substantially the form attached as Exhibit D (the “Intellectual Property (iii) the Escrow Agreement; (iv) a certificate (dated not more than ten days prior to the Closing) as to the good standing of Seller in its jurisdiction of incorporation; (v) a certificate of non-foreign status for Seller satisfying the requirements of Treasury Regulation Section 1.1445-2(b); (vi) evidence, Seller shall deliver including share purchase agreements if required by applicable Legal Requirements, transferring all of the outstanding ownership interests in Qumu Europe, Rimage RIT, Rimage Singapore and Rimage Japan to Purchaser the followingBuyer or one of its Affiliates, in form and substance reasonably acceptable to Purchaser:the Buyer; provided if the actual transfer of such ownership interests cannot be effected at Closing, Seller and Buyer shall have entered into customary beneficial ownership and control agreements in the form reasonably acceptable to Buyer and Seller providing for the operation of such Acquired Subsidiary for the benefit and burden of Buyer until such time as such interests are transferred under applicable Legal Requirements; (avii) A special warranty a deed executed by Seller (transferring the “Deed”)Owned Real Property to Buyer, in form and substance reasonably acceptable to the Buyer; (viii) a binding owner’s policy of title insurance with respect to the Owned Real Property in form customary for and substance reasonably acceptable to Buyer, insuring Buyer as the jurisdiction where fee owner of the Property is located Owned Real Property; (ix) a Mutual Transition Services Agreement between Buyer and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loan. (b) A Xxxx of Sale, executed by Seller (the “Xxxx of Sale”) substantially in the form attached hereto as Exhibit OE (the “Mutual Transition Services Agreement”); (x) the Lease; (xi) a certificate of an officer of Seller, transferringdated as of the Closing Date, conveying as to matters set forth in Section 8.2(a), Section 8.2(b) and assigning Section 8.2(f); (xii) copies of the resolutions or consents of the board and warranting to Purchasershareholders, as required of Seller authorizing and approving this Agreement and the Personal Propertytransactions contemplated hereby, free and clear certified by an officer of all liens, encumbrances, security interests, options and adverse claims of any kind or character Seller; (xiii) evidence that the Liens (other than the Permitted Encumbrances and Liens) on the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any.Acquired Assets have been released; and (cxiv) An assignment (the “Contract Assignment”) in the form attached hereto as Exhibit P, executed by Seller, reliance letters addressed to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) Buyer from Xxxxx Intertec Corporation with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related respect to the period prior Phase I Environmental Assessment prepared by Xxxxx dated January 3, 2014 and with respect to the Closing and a comparable indemnity from Purchaser relating to Phase II Environmental Assessment prepared by Xxxxx dated January 27, 2014, in each case covering the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Owned Real Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable). (d) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing. (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to reliance letters shall be true, correct and complete copies of such originals. (f) Any keys in the possession of Seller to all locks located in the Property. (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing substance reasonably acceptable to be made at Purchaser’s directionBuyer. (h) Reasonable proof of the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto. (i) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified by Seller to be true and correct. (j) An affidavit from Seller in the form attached hereto as Exhibit L certifying that such Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code.

Seller’s Closing Documents. At the On or before Closing, Seller shall deliver or cause to be delivered to Purchaser or Escrow Holder the following, in form and substance reasonably acceptable to Purchaser: (a) A special warranty deed Special Warranty Deed, substantially in the form of Exhibit H attached hereto ("Deed"), executed by Seller (the “Deed”), in a form customary for the jurisdiction where the Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loan. (b) A Xxxx bill of Salesale, executed by Seller (the “Xxxx of Sale”) executxx xy Seller, substantially in the form of Exhibit I attached hereto as Exhibit O, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if anyhereto. (c) An assignment (the “Contract Assignment”) assignment, substantially in the form of Exhibit J attached hereto as Exhibit P("Contract Assignment"), executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable). (d) An assignment of lessor’s 's interest in the Leases (the “Lease Assignment”) Leases, substantially in the form of Exhibit K attached hereto as Exhibit Q ("Lease Assignment"), executed by Seller. 30 ---------------------------------------------------------------- (e) Assignments of Seller's interest in the Operating Agreements, to Purchasersubstantially in the form of Exhibit L attached hereto ("Operating Agreement Assignment"), together with an agreement executed by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the ClosingSeller. (ef) To the extent not previously delivered to Purchaser, originals of the Leases, Operating Agreements, the Contracts which have not been terminated pursuant (all to Section 9(c)the extent originals are in Seller's possession or control, or otherwise, complete copies of any missing originals) and certificate(s) of occupancy and other instruments evidencing the Governmental Approvals (if the same are in Seller’s 's possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originalsor control). (fg) Any keys in the possession or control of Seller to all locks located in the Property. (gh) Letters executed by Seller and Seller’s its management agent, if any, addressed to all Tenants, in the form of Exhibit R F-1 attached heretohereto ("Tenant Notice Letter"), notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made to Purchaser or at Purchaser’s its direction. (hi) Letters executed by Seller and its management agent, if any, addressed to all vendors under Contracts assumed by Purchaser hereunder in the form of Exhibit F-2 attached hereto ("Vendor Notification Letter"). (j) Reasonable proof of the due authorization, execution and delivery by Seller authority of this Agreement and the documents delivered by Seller pursuant heretoSeller's signatories. (ik) A Rent Roll, prepared not more than one (1) business as of the day prior to of the Closing, certified by Seller to be true and correctcorrect through the day of the Closing. (jl) An affidavit from Seller Affidavit in the form of Exhibit E attached hereto hereto. (m) If required by applicable law, documentary stamp/transfer tax affidavit of consideration paid which is executed by Seller. 31 ---------------------------------------------------------------- (n) Any other documents, instruments or agreements reasonably necessary to close the transaction as contemplated by this Agreement. (o) Any other documents, instruments or agreements required by the Title Company. (p) A Guaranty ("Guaranty"), executed by Guarantor, in the form of Exhibit L certifying that such V attached hereto. (q) Assignments of all of Seller's right, title and interest in all bank accounts relating to the gift certificates distributed by Seller is not a “foreign person” within the meaning of Section 1445(f)(3) to users of the CodeProperty. (r) Assignments of all of Seller's right, title and interest in any non-cash security deposits held by Seller under the Leases (including, without limitation, any letters of credit furnished to Seller by Tenants).

Seller’s Closing Documents. At On the ClosingClosing Date, Seller shall deliver to Purchaser the followingfollowing (collectively, "SELLER'S CLOSING DOCUMENTS"): (1) bills of sale, in form and substance satisfactory to Purchaser, for all personal property constituting a part of the Purchased Assets and Seller shall deliver actual possession of the Purchased Assets, free and clear of all encumbrances (except Permitted Encumbrances (as hereinafter defined)); (2) assignments, in form and substance reasonably acceptable to Purchaser: (a) A special warranty deed executed by Seller (the “Deed”), in a form customary for the jurisdiction where the Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loan. (b) A Xxxx of Sale, executed by Seller (the “Xxxx of Sale”) in the form attached hereto as Exhibit O, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any. (c) An assignment (the “Contract Assignment”) in the form attached hereto as Exhibit P, executed by Seller, to Purchaser, of (i) those all intangibles constituting a part of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any Purchased Assets and all claimsAssumed Contracts, damageslicenses, losses, costs appurtenances and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser rights relating to the period following the ClosingBusiness, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals except to the extent assignable).consent from a third party is required to assign such Assumed Contracts, licenses, appurtenances and rights and such consent has not been obtained; (d3) An an assignment of lessor’s interest in the Leases (the “Facility Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing. (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals. (f) Any keys in the possession of Seller to all locks located in the Property. (g) Letters duly executed by Seller evidencing the assignment and Seller’s management agentassumption of the Facility Lease by Purchaser; (4) such other instrument or instruments of transfer as shall be necessary or appropriate to vest in Purchaser all rights and title to the Purchased Assets; (5) such keys, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying lock and directing payment of all rent safe combinations and other sums due from Tenants from similar items as Purchaser shall require to obtain full occupation, possession and after the date control of the Closing to be made at Purchaser’s direction.Facility and the Purchased Assets; (h6) Reasonable proof duly certified copies of the resolutions adopted by Seller's board of directors authorizing the execution, delivery and due authorization, execution and delivery by Seller performance of this Agreement and the documents delivered by Seller pursuant hereto.all transactions contemplated hereby; EXHIBIT 2.1 (i7) A Rent Roll, prepared not more than one (1) business day prior good standing or similar certificates from the Secretaries of State and the appropriate taxing authorities of the States of Delaware and Texas with respect to Closing, certified by Seller to be true and correct.Seller; (j) An affidavit from Seller 8) the license agreement relating to the license of Seller's Voyager technology in the form attached hereto set forth as Exhibit L certifying that 6(c)(1) (the "LICENSE AGREEMENT") duly executed by Seller; (9) the Purchase Price Escrow Agreement (defined below) duly executed by Seller; (10) such other documents, certificates, instruments or agreements which Seller is not a “foreign person” within required to deliver to Purchaser or the meaning of Section 1445(f)(3Scheduled Employees pursuant to this Agreement; and (11) of Seller shall prepare and deliver to Purchaser, at least three business days before the CodeClosing Date, the Current Balance Sheet.

Seller’s Closing Documents. At or prior to the Closing, Seller shall deliver execute and deliver, or cause to Purchaser be executed or delivered, to Escrow Agent, the following, in form and substance reasonably acceptable following (herein referred to Purchaser:collectively as the “Seller Closing Documents”): (a) a. A special warranty deed executed by Seller (the “Deed”), in a form customary ) for the jurisdiction where the Property is located and otherwise satisfactory to SellerProperty, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loan. (b) A Xxxx of Sale, executed by Seller (the “Xxxx of Sale”) in the form attached hereto as Exhibit OE or in such form as is acceptable to the Title Company, transferringattached hereto and made a part hereof, transferring and conveying fee simple title to the Real Property from Seller to Buyer or Buyer’s designee subject only to the Permitted Exceptions. b. Two (2) originally executed sets of the Assignment and assigning and warranting to Purchaser, the Assumption of Personal Property, free Service Contracts, Warranties, Leases and clear of all liensOther Intangible Rights, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any. (c) An assignment (the “Contract Assignment”) in the form attached hereto as Exhibit PF, attached hereto and made a part hereof (the “Assignment and Assumption”). c. Original copies, executed by or on behalf of Seller, of any required real estate transfer tax declarations. d. An affidavit stating Seller’s U.S. taxpayer identification number and that Seller is a “United States person,” as defined by Internal Revenue Code Section 1445(f)(3) and Section 7701(b). e. Such instruments, documents or certificates, executed by or on behalf of Seller, as may be required by the Title Company as a condition to Purchaserthe issuance of its title insurance policy as herein contemplated, which documents may, if required by the Title Company, include an owner’s affidavit and a so-called gap undertaking required in order to effect a New York-style closing, but in no event shall Seller be obligated to deliver any instrument, document or certificate to the Title Company or to any other person if the effect thereof is to cause Seller to assume or be subject to any liability or obligation to which it is not otherwise subject under the provisions of (i) those this Agreement. f. Written notices to each party to the Leases advising them of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement change of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair ownership of the Property, and (iii) directing all rightpayments and future inquiries be made directly to Buyer. g. Seller will execute a Seller Closing Statement, title and interest on Escrow Agent’s form; and h. Such other documents, instruments or agreements which Seller is required to deliver to Escrow Agent, or to Buyer outside of Seller and its agents in and Escrow, pursuant to the Intangible Personal Property (including the Governmental Approvals to the extent assignable). (d) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing. (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals. (f) Any keys in the possession of Seller to all locks located in the Property. (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction. (h) Reasonable proof of the due authorization, execution and delivery by Seller provisions of this Agreement and the documents delivered by Seller pursuant heretoAgreement. (i) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified by Seller to be true and correct. (j) An affidavit from Seller in the form attached hereto as Exhibit L certifying that such Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code.

Seller’s Closing Documents. At On the ClosingClosing Date, Purchaser shall pay to Escrow Agent the Purchase Price by wire transfer pursuant to the instructions delivered to Purchaser on or prior to the Closing Date, to be disbursed to Seller pursuant to the terms of Seller’s instruction letter to Escrow Agent. On the Closing Date, Seller shall deliver to Escrow Agent each of the documents set forth in subsections (a) through (f) below. On the next business day following the Closing Date, Escrow Agent shall deliver to Purchaser the followingfollowing fully executed (and acknowledged, in form if appropriate) documents and substance reasonably acceptable items, and Purchaser agrees to execute and deliver to Escrow Agent and Seller a receipt for such documents and items upon Purchaser’s receipt thereof: (a) A special warranty deed The executed by Seller (the “Deed”), in a form customary for the jurisdiction where the Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear originals of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances Mortgage Loan Documents and the encumbrance of the Assumed Loan. (b) A Xxxx of Sale, executed by Seller (the “Xxxx of Sale”) other documents in the form attached hereto as Exhibit O, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any. Mortgage Loan File (cdefined below) An assignment (the “Contract Assignment”) in the form attached hereto as Exhibit P, executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable). (d) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing. (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be (and true, correct and complete copies of such originals.any Mortgage Loan Documents for which Seller has not delivered an original; provided that the original Note must be delivered to Purchaser); (b) An Endorsement to the Note (the “Note Endorsement”) in the form of Exhibit A attached hereto, duly executed by Seller, which Note Endorsement shall be attached to the original Note; (c) An Assignment of Mortgage (the “Assignment of Mortgage”) in the form and substance of Exhibit B attached hereto, duly executed and acknowledged by Seller, assigning and transferring to Purchaser all of Seller’s rights and interests in and to the Mortgage; (d) An Assignment of Mortgage Loan Documents in the form and substance of Exhibit C attached hereto, duly executed by Seller, assigning and transferring to Purchaser all of Seller’s rights and interests in and to the other Mortgage Loan Documents; (e) Written notice of the assignment of the Mortgage Loan, duly executed by Seller, instructing the Borrower to remit its loan payments to Purchaser or its collection agent; and (f) Any keys in UCC-3 statements assigning the possession of Seller UCC-1 financing statements with respect to all locks located in the Property. Loan to Purchaser (g“UCC-3”) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due or written authorization from Tenants from and after the date of the Closing to be made at Purchaser’s direction. (h) Reasonable proof of the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant heretoto which Purchaser can prepare and file the UCC-3 for the Loan. (i) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified by Seller to be true and correct. (j) An affidavit from Seller in the form attached hereto as Exhibit L certifying that such Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code.

Seller’s Closing Documents. At the Closing, Seller shall deliver to Purchaser Buyer at Closing all of the followingfollowing items (items (a) through (f), in form (i) and substance reasonably acceptable to Purchaser:(n), collectively, the “Transfer Documents”): (a) A properly executed and acknowledged recordable special warranty deed executed by Seller (the “Deed”), ) from Seller in a the form customary for attached as Exhibit C conveying title to the jurisdiction where the Real Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance Improvements and all of the Assumed LoanSeller’s right, title and interest in and to all rights, benefits, privileges, easements, tenements, hereditaments, rights-of-way and other appurtenances thereon or in any way appertaining thereto to Buyer. (b) A quit claim Xxxx of Sale, executed by Seller (the “Xxxx of Sale”) Sale in the form attached hereto as Exhibit OD, transferringduly executed by Seller, conveying and assigning and warranting to Purchaser, the Buyer title to any Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any. (c) An assignment Assignment and Assumption of the Lease in the form attached as Exhibit E (“Lease Assignment”) duly executed and acknowledged by Seller. (d) An Assignment and Assumption of the Contracts in the form attached as Exhibit F (“Contract Assignment”) duly executed by Seller. (e) An Assignment in the form attached hereto as Exhibit P, G duly executed by Seller by which Seller will assign, without recourse, all of Seller, ’s rights to Purchaser, of Buyer in and under: (i) those of the Contracts which Purchaser has elected in writing to assume Plans; (ii) the Licenses, and (iii) the Warranties (the “Assigned General Assignment”). (f) A sworn statement provided by Seller that it is not a foreign person and containing such other information as may be required by Section 1445 of the Internal Revenue Code and regulations thereunder. (g) A letter to Tenant from Seller advising it of the sale and directing it to pay all future rent to Buyer, at such address as Buyer directs. (h) If in Seller’s possession or control, the original Lease, any guaranty of Lease, Contracts”, Plans, Licenses and Warranties. (i) with The Escrow Agreement (as hereinafter defined) duly executed by Buyer. (j) All keys to the Property which are in Seller’s possession or control. (k) An agreement of duly executed by Seller to indemnify, protect, defend and hold Purchaser harmless indemnifying Buyer from and against any and all liabilities, obligations, actions, suits, proceedings, claims, damages, losses, costs and expenses (including without limitation reasonable attorneys’ feesfees and costs) arising in connection with caused by the Assigned Contracts and related to the period non-performance by Seller prior to the date of Closing of any obligation imposed upon Seller or the Property under that certain Declaration of Development Standards, Covenants and a comparable indemnity from Purchaser relating to Restrictions for Park 50 Technecenter, dated June 16, 1981 and recorded June 30, 1981 in Misc. Volume 40, Page 310 of the period following Clermont County Records, as supplemented by First Supplement Declaration of Development Standards, Covenants and Restrictions for Park 50 Technecenter, dated April 6, 1987 and recorded in Deed Volume 737, Page 531 of the Closing, Clermont County Records. (iil) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair Possession of the Property, and (iii) all right, title and interest of Seller and its agents in and subject only to the Intangible Personal Property (including the Governmental Approvals to the extent assignable)rights of Tenant in possession thereof. (dm) An assignment A 1099-S form, which will be filed by Buyer or the Title Company. (n) The Title Company’s closing statement, duly executed by Seller. (o) Documents reasonably required by the Title Company to consummate the transaction contemplated hereby, including such documentation as the Title Company may reasonably require to evidence the authority of lessor’s interest in Seller to convey the Leases (the “Lease Assignment”) Property to Buyer, transfer tax forms and a title affidavit substantially in the form attached hereto as of Exhibit Q executed by SellerH, to Purchaser, together with an agreement by but in no event shall the foregoing obligate Seller to indemnify, protect, defend and hold Purchaser harmless from and against provide any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating indemnities or other agreements creating liability or cost to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the ClosingSeller. (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals. (f) Any keys in the possession of Seller to all locks located in the Property. (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction. (h) Reasonable proof of the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto. (i) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified by Seller to be true and correct. (j) An affidavit from Seller in the form attached hereto as Exhibit L certifying that such Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code.

Seller’s Closing Documents. At the Closing, Seller shall deliver to Purchaser Escrow Holder for delivery to Buyer, as applicable, upon the followingClosing, in form and substance reasonably acceptable to Purchaser: all of the following documents: (a) A special warranty deed the Grant Deed, executed and acknowledged by Seller (the “Deed”), in a form customary for the jurisdiction where the Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loan. ; (b) A Xxxx two (2) counterparts of Salean assignment and assumption of the Contracts and other Intangible Property in substantially the form attached as Exhibit C hereto, executed by Seller (the “"General Assignment"); (c) a xxxx of sale for the Personal Property, if any, in substantially the form attached as Exhibit D hereto, executed by Seller (the "Xxxx of Sale”"); (d) a certificate of non-foreign status in accordance with the requirements of Internal Revenue Code Section 1445, as amended (the "FIRPTA Certificate"), in substantially the form attached as Exhibit E hereto, executed by Seller; (e) any specific state forms to be executed by Seller; (f) two (2) counterparts of the Assignment and Assumption of Leases in substantially the form attached hereto as Exhibit OF, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any. (c) An assignment duly executed by Seller (the “Contract Assignment”"Assignment of Leases"), (g) notices to the tenants with respect to the Leases, in substantially the form attached hereto as Exhibit PI and made a part hereof, duly executed by Seller, (h) evidence of the existence, organization and authority of Seller and of the authority of the person executing documents on behalf of Seller reasonably satisfactory to Purchaser, of the Title Company (i) those evidence of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement termination of Seller to indemnify, protect, defend any management or leasing commission agreements; and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable). (d) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing. (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals. (f) Any keys in the possession of Seller to all locks located in the Property. (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction. (h) Reasonable proof of the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto. (i) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified by Seller to be true and correct. (j) An such other documents as may be reasonably required by Escrow Holder or the Title Company, including, without limitation, a so-called "gap" indemnity affidavit from Seller and Seller's affidavit as to mechanics' liens and parties in the form attached hereto as Exhibit L certifying that such possession arising under contracts to which Seller is not a “foreign person” within the meaning party (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Section 1445(f)(3) Seller or result in any new or additional obligation, covenant, representation or warranty of the CodeSeller under this Agreement beyond those expressly set forth in this Agreement).

Seller’s Closing Documents. At the ClosingClosing and in addition to its required actions under Section 2.6, Seller shall will deliver to Purchaser Buyer (duly executed as appropriate) the following, in form and substance reasonably acceptable to Purchaser: following documents: (a) A special warranty deed executed by Seller (the “Deed”)an Assignment and Assumption of Membership Interests, in a form customary for the jurisdiction where the Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loan. (b) A Xxxx of Sale, executed by Seller (the “Xxxx of Sale”) in the form attached hereto as Exhibit OB, transferringwhich evidences the transfer of the Purchased Company Interests from Seller to Buyer (the “Transfer Document”); (b) certificates (dated as of the most recent practicable date) as to the good standing of (i) Seller in the State of Delaware and (ii) Guarantor in the State of Delaware; (c) a certificate dated the Closing Date from Seller, conveying signed by the secretary thereof, certifying (i) that resolutions in the form attached to the certificate have been duly adopted by Seller’s board of managers or similar governing body authorizing the execution of the Transaction Documents to which it is a party, and assigning (ii) the authenticity of attached copies of the certificate of formation and warranting good standing certificate of Seller from the State of Delaware; (d) a certificate dated the Closing Date from Guarantor, signed by an officer thereof, certifying that resolutions in the form attached to Purchaserthe certificate have been duly adopted by the general partner of Guarantor as well as by NorthStar Parent’s board of directors, in each case authorizing the Personal Propertyexecution of this Agreement by Guarantor and Seller; (e) a certificate dated the Closing Date from Seller, free signed by an officer thereof, certifying as to the matters set forth in Section 7.1(a); (f) all releases, consents, approvals and clear notices required to be obtained from or made to any Person in connection with the transactions contemplated by this Agreement, including, without limitation, evidence of the release of all liens, encumbrances, security interests, options and adverse claims of any kind or character Liens (other than Permitted Liens) on the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title theretoPurchased Company Interests, if any. ; (cg) An assignment (if there is Equity Consideration issued at the “Contract Assignment”) Closing, an executed counterpart of the Ownership Limit Waiver dated as of the Closing Date in the form attached hereto as Exhibit P, executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume C (the “Assigned ContractsOwnership Waiver”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable). (d) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing. (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals. (f) Any keys in the possession of Seller to all locks located in the Property. (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction. (h) Reasonable proof of the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto. (i) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified by Seller to be true and correct. (j) An affidavit from Seller in the form attached hereto as Exhibit L certifying that such Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code.;

Seller’s Closing Documents. At the Closing, Seller shall deliver to Purchaser Buyer at Closing all of the following, in form and substance reasonably acceptable to Purchaserfollowing items: (a) A special warranty deed Properly executed by and acknowledged recordable grant deeds from Seller (in the “Deed”), in a form customary for forms attached as Exhibit C conveying title to the jurisdiction where the Real Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance Improvements and all of the Assumed LoanSeller’s right, title and interest in and to all rights, benefits, privileges, easements, tenements, herditaments, rights-of-way and other appurtenances thereon or in any way appertaining thereto to Buyer. (b) A Xxxx of Sale, executed by Seller (the “Xxxx of Sale”) Sale in the form attached hereto as Exhibit OD, transferringduly executed and acknowledged by Seller, conveying and assigning and warranting to Purchaser, the Buyer title to any Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any. (c) An assignment (the “Contract Assignment”) Seller’s properly executed affidavits in the customary form attached hereto as Exhibit Ppertaining to liens, executed by Sellerjudgments, to Purchasermechanic liens, of (i) those of the Contracts bankruptcies, brokerage fees, etc. which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of affect the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable). (d) An assignment Assignment and Assumption of lessor’s interest the Lease for each of the Raytheon and DIRECTV Leases in the Leases form attached as Exhibit E (the “Lease Assignment”) in the form attached hereto as Exhibit Q duly executed and acknowledged by Seller, to Purchaser, Seller together with an agreement the original, executed Tenant Estoppel Certificates if delivered by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the ClosingTenants. (e) To An Assignment in the extent not previously delivered to Purchaserform attached as Exhibit F duly executed and acknowledged by Seller by which Seller will assign, originals without recourse, all of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession orrights to Buyer in and under: (i) all guaranties and warranties made by any contractor, if such originals are not availablesubcontractor, copies certified by Seller materialman, supplier, or other person or entity with respect to be true, correct the Improvements; (ii) the Documents; and complete copies of such originals(iii) the Licenses (the “General Assignment”). (f) Any keys A sworn statement provided by Seller that it is not a foreign person and containing such other information as may be required by Section 1445 of the Internal Revenue Code and regulations thereunder. (g) A letter to each of the Tenants from Seller advising them of the sale and directing them to pay all future rent to Buyer, at such address as Buyer directs. (h) The original Leases if in the Seller’s possession of Seller to and control, together with all locks located exhibits referenced therein. (i) All original guaranties, warranties, licenses and service contracts in Seller’s possession and control bearing on the Property. (gj) Letters executed by Seller All construction drawings, plans and specifications in Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s directionpossession or control. (hk) Reasonable proof of All keys to the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant heretoProperty which are in Seller’s possession. (il) A Rent RollPossession of the Property, prepared not more than one (1) business day prior subject only to Closing, certified by Seller the rights of Raytheon and DIRECTV pursuant to be true and correcttheir respective Leases. (jm) An affidavit from Seller in A 1099 form. (n) The Title Company’s closing statement, duly executed by Seller. (o) Documents reasonably required by the form attached hereto Title Company to consummate the transaction contemplated hereby, including such documentation as Exhibit L certifying that such Seller is not a “foreign person” within the meaning of Section 1445(f)(3) Title Company may reasonably require to evidence the authority of the CodeSeller to convey the Property to Buyer.

Seller’s Closing Documents. At the Closing, Seller shall deliver to Purchaser the following, in form and substance reasonably acceptable to Purchaser: (a) A special warranty deed executed by Seller (the “Deed”), in a the form customary for the jurisdiction where the Property is located attached hereto as Exhibit R and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed LoanEncumbrances. (b) A Xxxx of Sale, executed by Seller (the “Xxxx of Sale”) in the form attached hereto as Exhibit OJ, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed LoanEncumbrances, together with the original certificates of title thereto, if any. (c) An assignment (the “Contract Assignment”) in the form attached hereto as Exhibit PK, executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable). (d) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q L executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing. (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals. (f) Any keys in the possession of Seller to all locks located in the Property. (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R M attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction. (h) Reasonable proof of the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto. (i) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified by Seller to be true and correct. (j) An affidavit from Seller in the form attached hereto as Exhibit L H certifying that such Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code. (k) The Certificate. (l) A standard termite bond if Purchaser’s inspections reveal active infestation by wood destroying insects. (m) Any other documents, instruments or agreements called for hereunder which have not previously been delivered and are reasonably necessary or required by Title Insurer to issue the Title Policy.

Seller’s Closing Documents. At the Closing, Seller shall will deliver or cause to be delivered to Purchaser each of the followinginstruments and documents listed in this Section 7.1, executed and acknowledged where appropriate by Seller and/or the other party or parties thereto, but none of such instruments and documents shall be deemed delivered or any other action taken until all Closing deliveries and actions are complete: 7.1.1 A deed of bargain and sale ("Deed") with respect to the Property, in proper statutory form for recording, conveying the Property from Seller to Purchaser free and substance reasonably acceptable clear of all monetary liens or encumbrances. 7.1.2 A Xxxx of Sale transferring the Personal Property to Purchaser: (a) A special warranty deed executed Purchaser in the form annexed hereto on Exhibit K, which Xxxx of Sale shall contain no warranties, express or implied, by Seller (except that Seller owns the “Deed”), in a form customary for the jurisdiction where the Personal Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurertransferred thereby, free and clear of all liens, monetary liens or encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loan. (b) A Xxxx of Sale, executed 7.1.3 An assignment by Seller (the “Xxxx of Sale”) to Purchaser, in the form attached annexed hereto as Exhibit OH, transferringof all of Seller's right, conveying title and assigning interest in, to and warranting under the Operating Agreements. 7.1.4 An assignment by Seller to Purchaser, in the Personal Propertyform annexed hereto as Exhibit I, free and clear of all liensof Seller's right, encumbrancestitle and interest in, to and under all the Leases, and in and to all security interestsdeposits and any interest thereon which, options and adverse claims of any kind or character other than under the Permitted Encumbrances and the encumbrance terms of the Assumed Loanapplicable Leases, together with is payable to the original certificates Tenants thereunder. 7.1.5 An assignment by Seller to Purchaser, in the form annexed hereto as Exhibit J, of all of Seller's right, title theretoand interest in, to and under all Other Agreements. 7.1.6 A "General Assignment" by Seller to Purchaser, in the form annexed hereto as Exhibit K, of, to the extent in Seller's possession or control, and to the extent transferable, subject to any rights retained by the creator thereof, all of Seller's right, title and interest in and to the following, if any. (c) An assignment (the “Contract Assignment”) in the form attached hereto as Exhibit P, executed by Seller, to Purchaser, of : (i) those all warranties and guaranties of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnifymanufacturers, protectsuppliers and contractors, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to extent the Closing and a comparable indemnity from Purchaser relating to the period following the Closingsame are assignable, (ii) any all permits of Governmental Authorities, and all guarantees licenses and warranties used approvals of private utilities and others, required for or made in connection with necessary to the operation, construction, improvement, alteration or repair operation and maintenance of the Mall, to the extent the same are assignable, (iii) all cash security deposits held by any utility with respect to the Mall (plus the interest accrued thereon, if any), (iv) all Intangible Personal Property, (v) all site plans, surveys, plans or specifications and floor plans relating to the Mall, (vi) all traffic pattern and similar studies, all architectural and engineering plans (whether "as built" or design), including, without limitation, any such plans relating to any proposed expansion or renovation, and any feasibility or marketing studies prepared by third parties for Seller or any affiliate of Seller and (vii) all catalogues, booklets, manuals, files, logs, records, correspondence, tenant lists, tenant prospect lists, tenant histories, tenant files, brochures and materials, advertisements and other similar intangible property directly relating to the Mall or any part thereof. 7.1.7 Consents from third parties, if any, as indicated on Exhibit E attached hereto, which are required for the assignment of any material Other Agreement. 7.1.8 Seller's Copies of the Operating Agreements. 7.1.9 Seller's Copies of the Leases. 7.1.10 Seller's Copies of the Other Agreements. 7.1.11 Notices to Tenants, and notices to Adjoining Owners, notifying each of the sale of the Mall to Purchaser as of the Closing Date, each in a form reasonably satisfactory to Purchaser. 7.1.12 A schedule setting forth (x) a list of all Tenants and Adjoining Owners which are delinquent in payment of Rents as of the Adjustment Point, which list shall set forth the amount of each such delinquency, the period to which each such delinquency relates and the nature of the amount due, itemizing separately fixed monthly rent, escalation charges or reimbursements, common area maintenance, electric charges, charges for tenant services, charges for overtime services, percentage rent and Other Charges, if any, and (y) a list of each Tenant and Adjoining Owner which paid percentage or overage rent based on sales or gross income during the fiscal year in which the Closing Date occurs and the amount so paid by each such Tenant or Adjoining Owner through the Adjustment Point. 7.1.13 A schedule setting forth (i) all tenant alterations which are required to be performed by Seller (whether or not at its expense) pursuant to the Leases in order to prepare space for occupancy by Tenants which have not been completed, (ii) the party responsible for paying for such tenant alterations, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable). (d) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, to Purchaser, together with an agreement allowances payable by Seller to indemnifysuch Tenants in lieu of such work which have not been paid. 7.1.14 An affidavit that Seller is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986, protect, defend as amended. 7.1.15 Counterparts of the settlement statement provided for in Section 6.4 showing all prorations and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating other payments to be made pursuant to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following terms of this Agreement at the Closing. (e) To the extent not previously delivered to Purchaser7.1.16 All sales tax, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy transfer tax and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals. (f) Any keys in the possession of Seller to all locks located in the Property. (g) Letters executed by Seller and Seller’s management agenttax returns, if any, addressed which Seller is required by law to all Tenantsexecute and deliver, in form of Exhibit R attached heretoeither individually or together with Purchaser, notifying and directing payment of all rent and other sums due from Tenants from and after the date to any Governmental Authority as a result of the Closing to be made at Purchaser’s directionsale. (h) Reasonable proof 7.1.17 A copy of the due authorizationresolutions of the Board of Trustees of the general partner of Seller, certified by the secretary or an assistant secretary of the general partner of Seller, which authorize (i) the transactions contemplated by this Agreement, and (ii) the execution and delivery by Seller of this Agreement and the documents documents, instruments and agreements to be executed and delivered by Seller pursuant hereto, together with an incumbency certificate as to the authority of the person(s) executing and delivering this Agreement and such documents, instruments and agreements on behalf of Seller. 7.1.18 Good standing certificates from the Secretaries of the State of Delaware and Pennsylvania for Seller, dated within 30 days of the Closing Date. 7.1.19 All records and files which are in the possession or control of Seller or easily obtainable by Seller relating to the operation and maintenance of the Mall, including without limitation, to the extent in the possession of such parties, (i) A Rent Rollcurrent tax bills, prepared not more than one current water, sewer, utility and fuel bills, payroll records, billing records for Tenants and Adjoining Owners, (1ii) business day prior repair and maintenance records and the like which affect or relate to Closingthe Mall, certified (iii) plans, drawings, blue prints and specifications for the Mall, all warranties and guaranties of manufacturers, suppliers and contractors in effect on the Closing Date, (iv) certificates of occupancy and other licenses and permits, (v) all of the items of property covered by the documents specified in Sections 7.1.2 and 7.1.6 and (vi) keys to the Mall. Delivery of such materials shall be effectuated pursuant to arrangements made by Seller for the Mall and the property manager or managers retained by Purchaser to be true and correctoperate the Mall. (j) An affidavit from Seller 7.1.20 All documents reasonably requested by the Title Company in order to enable Purchaser to obtain extended coverage and/or other endorsements to its title insurance policies, including, without limitation, such instruments as shall be reasonably required by the form attached hereto Title Company to insure title to the Mall without exception for mechanic's liens which could be filed only as Exhibit L certifying a result of actions by Seller, but only provided that such documents do not expose Seller is to any material expense or liability not a “foreign person” within the meaning of Section 1445(f)(3) of the Codealready provided for in this Agreement.

Seller’s Closing Documents. At the Closing, Seller shall execute, acknowledge (where applicable), and deliver the following documents: (a) To Buyer, a statutory warranty deed in form suitable for recording, conveying to Purchaser Buyer marketable fee simple title to all of the followingLand, free and clear of all easements, restrictions, reservations, leases, rights of occupancy, options, mortgages, judgments, special assessments, liens, claim of liens, and other encumbrances whatsoever, subject only to the Permitted Title Exceptions set forth above and those otherwise accepted or waived by Buyer. (b) To the title insurer, an affidavit in sufficient form and substance so as to permit the title insurer to issue the title insurance policy without the standard exceptions for mechanic’s, materialmen’s or other statutory liens; rights of parties in possession; and easements or claim of easements not shown by the public records. Seller shall state in this affidavit that: (i) there is no person in possession of the Property or any portion thereof, except the Seller; (ii) there is no lien, claim of lien, liability, other encumbrance, or potential lienor known to Seller and encumbering or affecting any portion of the Property; (iii) there is no financing statement encumbering or affecting any portion of the Property, except those which will be paid in full at Closing and subsequently terminated; (iv) there have been no improvements or repairs to the Land or improvements thereon by Seller for 90 days immediately preceding the Closing, except those that have been paid in full or will be paid in full at the Closing; (v) to Seller’s knowledge, there are no easements or claim of easements not shown by the public records affecting any portion of the Land; and (vi) Seller will not cause or suffer any matter to be recorded relating to the Property between the effective date or last update of the Title Commitment and the date of recording of the deed that would adversely affect the Buyer’s interest in the Property. (c) To Buyer, a non-foreign affidavit pursuant to the Foreign Investment in Real Property Tax Act in form and substance reasonably acceptable to Purchaser: Buyer, stating that no Seller is a foreign person for U.S. Federal income tax purposes (a) A special warranty deed executed by in the event Seller (fails to establish that this transaction is not subject to the “Deed”), in a form customary for the jurisdiction where the Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear withholding requirements of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance Section 1445 of the Assumed Loan. (b) A Xxxx of SaleInternal Revenue Code, executed Buyer is hereby authorized to deduct and withhold the amount required by Seller (the “Xxxx of Sale”) in the form attached hereto as Exhibit O, transferring, conveying said code section and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any. (c) An assignment (the “Contract Assignment”) in the form attached hereto as Exhibit P, executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related remit such amount directly to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignableInternal Revenue Service). (d) An assignment To Buyer and the title insurer, instruments reasonably satisfactory to Buyer and the title insurer reflecting the proper power, good standing, and authorization for the sale of lessor’s interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, to Purchaser, together with an agreement by Property from Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the ClosingBuyer hereunder. (e) To the extent not previously delivered to PurchaserBuyer, originals a certificate reaffirming all of the Leasescovenants, warranties, and representations of Seller set forth in this Contract, as of the Contracts which have not been terminated pursuant to Section 9(c)Closing Date, certificate(s) of occupancy and other instruments evidencing or if any representation or warranty is no longer true in any material respect, designating the Governmental Approvals same in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originalsthe certificate. (f) Any keys in the possession of Seller to all locks located in the PropertyAll other documents as may be reasonably required by this Contract. (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction. (h) Reasonable proof of the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto. (i) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified by Seller to be true and correct. (j) An affidavit from Seller in the form attached hereto as Exhibit L certifying that such Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code.

Seller’s Closing Documents. At the Closing, Seller shall deliver to Purchaser any and all documents reasonably required to consummate the followingtransaction contemplated hereunder, in form and substance reasonably acceptable to Purchaserwhich documents shall include, without limitation: (a1) A special warranty deed executed by Seller (later-date of the “Title Commitment covering the recording of the Deed”), in a form together with Seller's customary ALTA statement, which Title Commitment shall provide for the jurisdiction where issuance of the Owner's Title Policy for an amount of title insurance equal to the Purchase Price. (2) The Deed conveying the Real Property is located and otherwise satisfactory to Purchaser or Purchaser's nominee, as designated by written notice to Seller, subject only to the Permitted Exceptions. (3) The Bill xx Sale executed by Salem conveying title to the Personalty to Purchaser and Title Insureror Purchaser's nominee, which title shall be free and clear of all liens, claims or encumbrances (4) Seller's duly executed assignment of all leases (including all security deposits as certified in tenants' estoppel certificate), security interests, options and adverse claims together with assignments of any kind or character except the Permitted Encumbrances third party guarantees of tenants' obligations, original executed counterparts of each lease and the encumbrance of the Assumed Loanany amendments (including extensions and renewals) thereto. (b5) A Xxxx of Sale, Seller's duly executed by Seller (notices to all tenants stating that the “Xxxx of Sale”) in the form attached hereto Property has been sold and that all future rents should be paid as Exhibit O, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if anyPurchaser may direct. (c6) An assignment Tenant estoppel certificates from each tenant dated no earlier than thirty (the “Contract Assignment”30) in the form attached hereto as Exhibit P, executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period days prior to the Closing Date, each such certificate stating: (a) that such lease is in full force and a comparable indemnity from Purchaser relating effect (or if such is not the case, stating the status of the lease and an explanation thereof); (b) that to the period following tenant's best knowledge and belief, neither the Closingtenant nor the landlord is in default thereunder (or if such is not the case, stating in detail such default(s); (iic) any and all guarantees and warranties used that the lease is unmodified (or made in connection with if there have been modifications, identifying the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignablemodifications). ; (d) An assignment of lessor’s interest in the Leases (annual and monthly rental rates and the “Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, date to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing. which rent has been paid; (e) To the extent not previously delivered to Purchaserany percentage rent (including, originals of the Leasesif applicable, the Contracts which have not been terminated pursuant to Section 9(cdollar break point of sales and the percentage factor), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals. (f) Any keys in the possession of Seller to all locks located in the Property. (g) Letters executed by Seller and Seller’s management agentadditional rent, if any, addressed to all Tenantsfor real estate taxes, in form of Exhibit R attached heretooperating expenses, notifying common area maintenance, merchant's association, advertising, utilities or other matters, and directing payment of all rent and other sums due from Tenants from and after the date to which it has been paid; (f) that there are no setoffs, defenses or counterclaims against the enforcement of the Closing obligations to be made at Purchaser’s direction. performed under the lease (hor if such is not the case, stating in detail such matters and the grounds or reasons thereof); and (g) Reasonable proof whether there are any options to renew, expand or purchase. In the event that Seller shall fail to obtain any of the due authorizationestoppel certificates referred to in this subparagraph (6) from any tenants of less than 6,000 square feet, execution and delivery by Seller of this Agreement and shall certify (to the documents delivered by Seller pursuant hereto. (iextent true) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified by Seller Purchaser as to the information to be true and correct. (j) An affidavit from Seller contained in the form attached hereto as Exhibit L certifying that such Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code.estoppel certificates

Seller’s Closing Documents. At the On or before Closing, Seller shall deliver or cause to be delivered to Purchaser or Escrow Holder the following, in form and substance reasonably acceptable to Purchaser:. (a) A special warranty deed Grant Deed, executed and acknowledged by Seller (the “Deed”)Seller, in a form customary for the jurisdiction where recordable form, conveying the Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear of all liensclaims, encumbrances, security interests, options liens and adverse claims of any kind or character encumbrances except the Permitted Encumbrances and the encumbrance of the Assumed Loanmatters arising by or through Purchaser. (b) A Xxxx of Salesale, executed by Seller (the “Xxxx of Sale”) in the form attached hereto as Exhibit OSeller, transferringassigning, conveying and assigning and warranting to Purchaser, Purchaser title to the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character encumbrances other than the Permitted Encumbrances and the encumbrance of the Assumed LoanEncumbrances, together with the original certificates of title thereto, if anywhere applicable. (c) An assignment (the “Contract Assignment”) in the form attached hereto as Exhibit P"CONTRACT ASSIGNMENT"), executed by Seller, to Purchaser, Purchaser of (i) those of the Contracts Contracts, to the extent they are assignable, which Purchaser has elected in writing to assume assume, to the extent they may be assumed (the “Assigned Contracts”) "ASSIGNED CONTRACTS"), with the agreement of Seller to indemnify, protect, defend and hold harmless Purchaser harmless from and against any and all claims, damages, losses, costs cost and expenses (including attorneys’ attorney's fees) arising in connection with the Assigned Contracts and related to the period prior to on or before the Closing and a comparable indemnity from Purchaser relating to the period following the ClosingDate (hereinafter defined), (ii) to the extent they are assignable, any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, Property and (iii) all rightrights, title titles and interest interests of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable). In preparation for the foregoing, not later than twenty (20) days after delivery of the list of Contracts required to be delivered under SECTION 7(E), Purchaser shall deliver to Seller a list of which Contracts Purchaser has elected to assume, and Seller shall within five (5) days thereafter, deliver to Purchaser a list detailing which of such Contracts may be assigned and assumed pursuant to the terms thereof. If Purchaser is dissatisfied with the list detailing which Contracts may be assigned and assumed pursuant to their terms, Purchaser may elect, by giving written notice to Seller and Escrow Holder, to terminate this Agreement. (d) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed The ROFR Agreement by Seller, to and among Purchaser, together with an agreement by Seller to indemnify, protect, defend Santa Fe Gaming and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the ClosingSanta Fe Hotel. (e) The Non-Competition Agreement by and among Purchaser, Seller, Santa Fe Gaming, Santa Fe Hotel, Xxxx Xxxxxx, Xxxxx Xxxxxx and Xxxxx Xxxxxx. (f) To the extent not previously delivered to Purchaser, originals of the Leases, the any Assigned Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing covering the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals. (f) Any keys in the possession of Seller to all locks located in the PropertyApprovals. (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date Reasonable proof of the Closing to be made at Purchaser’s directionauthority of Seller's signatories. (h) Reasonable proof of the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto. (i) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified by Seller to be true and correct. (j) An affidavit from Seller in the form attached hereto as Exhibit L EXHIBIT B certifying that such Seller is not a “"foreign person” " within the meaning of Section 1445(f)(3) of the Code. (i) Any other documents, instruments or agreements called for hereunder which have not previously been delivered.

Seller’s Closing Documents. At the Closing, the Seller shall deliver will execute and deliver, or cause to Purchaser be delivered, to Buyer, the followingfollowing documents, each in form and substance reasonably acceptable to PurchaserBuyer: (ai) A special closing statement in form prepared by the Title Company conforming to the proration and other relevant provisions of this Agreement. (ii) The Deed. (iii) Original copies, executed by Seller, of any required real estate transfer tax declarations. (iv) A certificate of non-foreign status. (v) Seller’s affidavit and a so-called gap undertaking required in order to permit a Gap Closing in form satisfactory for the Title Company to issue an owner’s title insurance policy in accordance with Section 6(d). (vi) An assignment and assumption of the Leases and in the form of Exhibit G attached hereto. (vii) A general assignment of all contracts and rights related to the Property. (viii) As to any warranties for materials and workmanship (e.g., roof, HVAC, parking lot, including, by way of illustration and not limitation, the roof warranty deed for materials and workmanship) in Seller’s possession or control, copies thereof and, to the extent assignable, an assignment executed by Seller (the “Deed”), in a form customary for the jurisdiction where the Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear of all liensof its right, encumbrancestitle and interest in, security intereststo and under the same, options and adverse claims also the original transfer of any kind such warranties assented to by the material and/or service provider at no cost or character except the Permitted Encumbrances and the encumbrance of the Assumed Loanexpense to Buyer. (bix) A Xxxx xxxx of Salesale transferring and selling to Buyer or Buyer’s designee each and every item of personal property to be transferred hereunder with full warranties of title but without warranty as to condition, merchantability or fitness for use. (x) Written notices to the tenants under the Leases advising such tenants of the change of ownership of the Property and directing all payments and future communications be made directly to Buyer. (xi) A fully-executed by Seller Audit Letter in favor of Buyer’s auditors (the “Xxxx of Sale”KPMG) in the form attached hereto as Exhibit OH, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if anymade a part hereof. (cxii) An assignment (the “Contract Assignment”) in the form attached hereto Termination of Seller’s property management agreement effective as Exhibit P, executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement date of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable). (dxiii) An assignment A written certification from Seller that all of lessorSeller’s interest warranties and representation set forth in the Leases (the “Lease Assignment”) in the form attached hereto Section 14 are and remain true and complete as Exhibit Q executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following of the Closing. (exiv) To Any other documentation reasonably required by the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originalsBuyer and/or Title Company. (fxv) Any keys The Rent Roll Certification described in the possession of Seller to all locks located in the PropertyParagraph 5(b) hereof. (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction. (h) Reasonable proof of the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto. (i) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified by Seller to be true and correct. (j) An affidavit from Seller in the form attached hereto as Exhibit L certifying that such Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code.

Seller’s Closing Documents. At Delivery by Sellers to Buyer at the ClosingClosing of the following documents, Seller shall deliver to Purchaser each dated as of the following, in form and substance reasonably acceptable to Purchaser:Closing Date unless otherwise specified. (ai) A special warranty deed executed by Seller Limited Warranty Deeds in the forms of Exhibit A-1 (Geauga County) and Exhibit A-2 (Portage County) attached hereto (the “DeedDeeds”)) conveying the Owned Real Property, duly executed and acknowledged by Sellers and in a form customary for recordable form, conveying to Buyer good and insurable fee simple title to the jurisdiction where the Property is located and otherwise satisfactory Owned Real Property, subject only to Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loan.Exceptions; (bii) A Xxxx xxxx of Sale, sale duly executed by Seller Sellers respecting Tangible Personal Property, Inventories and Records and Manuals in the form of Exhibit B attached hereto (the “Xxxx of Sale”); (iii) An assignment and assumption agreement duly executed by Sellers respecting the Permits (if any) in the form of Exhibit C attached hereto (the “Permit Assignment”); (iv) An assignment and assumption agreement duly executed by Sellers respecting the Contracts and Agreements and Personal Property Leases in the form of Exhibit D-1 attached hereto (the “Contracts Assignment”) and an assignment and assumption of the Real Property Leases (collectively, the “Real Property Leases Assignment”), in substantially the form annexed hereto as Exhibit O, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any.D-2; (cv) An assignment (the “Contract Assignment”) in the form attached hereto as Exhibit Paffidavit, duly executed by SellerSellers, to Purchaserstating under penalty of perjury, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend Sellers’ United States taxpayer identification number and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable). (d) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing. (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals that Sellers are not available, copies certified by Seller to be true, correct and complete copies of such originals. (f) Any keys in the possession of Seller to all locks located in the Property. (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction. (h) Reasonable proof of the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto. (i) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified by Seller to be true and correct. (j) An affidavit from Seller in the form attached hereto as Exhibit L certifying that such Seller is not a “foreign personpersons” within the meaning of as defined in Section 1445(f)(3) of the CodeCode and otherwise in the form prescribed by the Internal Revenue Service; (vi) Certificate from each of the Sellers described in Section 8.2(a); (vii) Copies of the resolutions, certified by the Secretaries or Assistant Secretaries of Sellers as being in full force and effect on the Closing Date, duly adopted by the Boards of Directors or Members of Sellers evidencing the approval and authorization of the execution and delivery of this Agreement, the consummation of the Transaction contemplated hereby and the taking of all necessary corporate action to enable Sellers to comply with all of the terms of this Agreement; (viii) An affidavit of title in the form reasonably required by the Title Company in order to issue the Title Policy contemplated hereunder; (ix) Certificates of good standing of Sellers, certified by the Secretary of State of Ohio, dated within ten (10) days prior to the Closing; (x) Such affidavits as shall be reasonably required by the Title Company to (a) eliminate the standard exceptions in the Title Policy relating to mechanics liens and (b) insure over any “gap” period resulting from any delay in recording of documents or later-dating the title insurance file; (xi) An originally executed copy of that certain Installment Mortgage Note dated August 10, 1999, in the principal amount of One Million Dollars ($1,000,000.00) or a lost note affidavit executed by Sellers; and (xii) Such other and further instruments, documents and other considerations as Buyer may reasonably deem necessary or desirable, or as may be required, to consummate the Transaction.

Seller’s Closing Documents. At the Closing, Seller shall deliver or cause to be delivered to Purchaser the following, following in form and substance reasonably acceptable to Purchaser: (a) A special 11.1 Special warranty deed deed, executed by Seller (the “Deed”)Seller, in a recordable form customary for conveying the jurisdiction where Land and the Property is located and otherwise satisfactory Improvements to Seller, Purchaser and Title Insurer, free and clear of all liensclaims, liens and encumbrances, security interests, options and adverse claims of any kind or character except the applicable encumbrances listed in Exhibit 11.1 and as otherwise permitted by this Agreement (the "Permitted Encumbrances Exceptions"). 11.2 Five (5) original counterparts of the Lease and the encumbrance Memorandum of the Assumed Loan. (b) A Xxxx of SaleLease, each executed by Seller (the “Xxxx of Sale”) in the form attached hereto as Exhibit O, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loanlessee thereunder, together with payment of the original certificates Basic Rent for the Interim Term and the first month of title thereto, if anythe Primary Term. (c) An assignment (the “Contract 11.3 Assignment”) in the form attached hereto as Exhibit P, executed by Seller, to Purchaser, Purchaser of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable). (dApprovals) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs assignable guarantees and expenses (including attorneys’ fees) arising warranties used or made in connection with the Leases relating to operation, construction, improvement, alteration or repair of the period prior to Project (the Closing and a comparable indemnity from Purchaser relating to the period following the Closing"Intangible Assignment"). (e) 11.4 To the extent not previously delivered to Purchaser, originals of the LeasesGovernmental Approvals, including the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy for the Project. 11.5 The Title Policy issued by the Title Company dated the Closing Date in the amount of the Purchase Price, with such endorsements and otherwise in accordance with the requirements of Section 8 hereof, with all exceptions other instruments evidencing than Permitted Exceptions deleted. Seller shall provide the Governmental Approvals in Seller’s possession orTitle Company, if such originals required by the Title Company as a condition to the issuance of the Title Policy, with (i) an ALTA Statement of Seller attesting to the fact that all costs, expenses and charges for labor, work or materials used in connection with the Land and the Improvements have been paid in full and are not availablebeing transferred free and clear of all liens and encumbrances suffered or created by Seller, copies certified by Seller and (ii) a "gap" undertaking with respect to be true, correct matters affecting title between the date of the Title Commitment and complete copies of such originalsthe Closing Date. (f) Any keys in the possession 11.6 An opinion of Seller Seller's counsel addressed to all locks located in the Property. (g) Letters executed by Seller Purchaser and Seller’s management agentLender, if any, addressed addressing the following issues: (i) that Seller has been authorized to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction. (h) Reasonable proof of the due authorization, execution and delivery by Seller of enter into this Agreement and to perform Seller's obligations hereunder, (ii) that Seller has been authorized to enter into the Lease and to perform Lessee's obligations thereunder, (iii) that the signatory or signatories hereto and the signatory or signatories of all documents required to be executed and delivered by Seller pursuant heretoat Closing have the authority to bind Seller, (iv) that this Agreement, the Lease and all the documents and agreements to be executed and delivered by Seller at Closing are valid, binding and enforceable against Seller in accordance with their respective terms, and (v) that Seller is organized and in good standing in the State of Delaware and qualified to do business in and in good standing under the laws of the state where the Project is located; together with documentation which supports such opinion, including articles of incorporation, by-laws, corporate resolutions and certificates of good standing; such opinion to be subject to customary qualifications and based on customary assumptions. 11.7 Three (i3) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified copies of a closing statement executed by Seller conforming to be true and correctthe provisions of this Agreement. (j) 11.8 An affidavit from of an officer of the Seller regarding no foreign ownership of Seller in the form attached hereto as Exhibit L certifying 11.8. 11.9 A certificate executed by Seller that such Seller is not a “foreign person” within the meaning of Section 1445(f)(3) its representations and warranties remain true and correct at and as of the Codedate of Closing. 11.10 An Affidavit of Title in customary form. 11.11 Certified copies of the resolutions of the Boards of Directors of the Seller authorizing the sale of the Project and the execution, delivery and performance of the Lease. 11.12 Local transfer tax form, if applicable, executed by Seller and other documents conforming with local law or custom. 11.13 Five (5) copies of a Tenant Estoppel Certificate, each executed by Seller, addressed to Lender, if any, in a form reasonably required by Lender and reasonably acceptable to Seller. 11.14 Five (5) copies of a Nondisturbance and Attornment Agreement in a form specified by Lender which is reasonably acceptable to Seller and Purchaser (the "SNDA"). 11.15 Such other documents and instruments as may reasonably be required by Purchaser, its counsel, Lender, or the Title Company and necessary to consummate this transaction and to otherwise effect the agreements of the parties hereto. After Closing, Seller shall execute and deliver to Purchaser such further documents and instruments as Purchaser shall reasonably request to effect this transaction and otherwise effect the agreements of the parties hereto; provided, however, that (i) such documents and instruments shall not materially change the terms of the transactions contemplated hereby and (ii) Seller shall not be required to incur any expenses with respect to providing such documents and instruments other than reasonable attorneys' fees and costs associated therewith.

Seller’s Closing Documents. At the ClosingClosing and in addition to its required actions under Section 2.6, Seller shall will deliver to Purchaser Buyer (duly executed as appropriate) the following, in form and substance reasonably acceptable to Purchaser: following documents: (a) A special warranty deed executed by Seller (the “Deed”)an Assignment and Assumption of Membership Interests, in a form customary for the jurisdiction where the Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loan. (b) A Xxxx of Sale, executed by Seller (the “Xxxx of Sale”) in the form attached hereto as Exhibit OB, transferringwhich evidences the transfer of the Purchased Company Interests from Seller to Buyer (the “Transfer Document”); (b) certificates (dated as of the most recent practicable date) as to the good standing of (i) Seller in the State of Delaware and (ii) Guarantor in the State of Delaware; (c) a certificate dated the Closing Date from Seller, conveying signed by the secretary thereof, certifying (i) that resolutions in the form attached to the certificate have been duly adopted by Seller’s board of managers or similar governing body authorizing the execution of the Transaction Documents to which it is a party, and assigning (ii) the authenticity of attached copies of the certificate of formation and warranting good standing certificate of Seller from the State of Delaware; (d) a certificate dated the Closing Date from Guarantor, signed by an officer thereof, certifying that resolutions in the form attached to Purchaserthe certificate have been duly adopted by the general partner of Guarantor as well as by NorthStar Parent’s board of directors, in each case authorizing the Personal Propertyexecution of this Agreement by Guarantor and Seller; (e) a certificate dated the Closing Date from Seller, free signed by an officer thereof, certifying as to the matters set forth in Section 7.1(a); (f) all releases, consents, approvals and clear notices required to be obtained from or made to any Person in connection with the transactions contemplated by this Agreement, including, without limitation, evidence of the release of all liens, encumbrances, security interests, options and adverse claims of any kind or character Liens (other than Permitted Liens) on the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title theretoPurchased Company Interests, if any. ; (cg) An assignment (if there is Equity Consideration issued at the “Contract Assignment”) Closing, an executed counterpart of the Ownership Limit Waiver dated as of the Closing Date in the form attached hereto as Exhibit P, executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume C (the “Assigned ContractsOwnership Waiver”); 29 (h) with if there is Equity Consideration issued at the agreement Closing, an executed counterpart of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to Registration Rights Agreement dated as of the Closing and a comparable indemnity from Purchaser Date relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable). (d) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) Issuer Preferred Stock in the form attached hereto as Exhibit Q executed by SellerD (the “Preferred Stock Registration Rights Agreement”); (i) a written resignation (dated as of even date herewith) of Xxxxxxxx Xxxxx (or his successor, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless if applicable) from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and his position as a comparable indemnity from Purchaser relating to the period following the Closing. (e) To the extent not previously delivered to Purchaser, originals member of the Leasesboard of directors of Trilogy Investors, the Contracts which have not been terminated pursuant to Section 9(c), certificate(sLLC; (j) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals. (f) Any keys in the possession of Seller to all locks located in the Property. (g) Letters an IRS Form W-9 duly executed by Seller and Seller’s management agent, if any, addressed upon which Buyer and Issuer may rely to all Tenants, in form of Exhibit R attached hereto, notifying and directing avoid any withholding Tax from the payment of all rent the Purchase Consideration and any other sums due amounts payable hereunder from Tenants from and after time to time; (k) if there is Equity Consideration issued at the date Closing, an executed counterpart of the Registration Rights Agreement dated as of the Closing Date relating to be made at Purchaser’s direction. (h) Reasonable proof of the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto. (i) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified by Seller to be true and correct. (j) An affidavit from Seller Issuer Common Stock in the form attached hereto as Exhibit L certifying that such Seller is not E (the “Common Stock Registration Rights Agreement”); (l) a “foreign person” within the meaning of Section 1445(f)(3) release from Seller, signed by an officer thereof, effective as of the CodeClosing Date, in the form of Exhibit F (the “Seller Release”); (m) if there is Equity Consideration issued at the Closing, an executed counterpart of the Put Rights Letter Agreement dated as of the Closing Date in the form attached hereto as Exhibit G (the “Put Rights Letter Agreement”); and (n) such other documents, certificates or instruments as Buyer may reasonably request.

Seller’s Closing Documents. At the Closing, Seller shall deliver to Purchaser the following, in form and substance reasonably acceptable to Purchaser: (a) A special general warranty deed executed by Seller (the “Deed”), in a form customary for the jurisdiction where recordable form, conveying the Property is located and otherwise satisfactory to Seller, Purchaser and Title InsurerPurchaser, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed LoanEncumbrances. (b) A Xxxx of Sale, executed by Seller (the “Xxxx of Sale”) in the form attached hereto as Exhibit OJ, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed LoanEncumbrances, together with the original certificates of title thereto, if any. (c) An assignment (the “Contract Assignment”) in the form attached hereto as Exhibit PK, executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable). (d) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q L executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing. (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals. (f) Any keys in the possession of Seller to all locks located in the Property. (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R M attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction. (h) Reasonable proof of the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto. (i) A Rent Roll, prepared not more than one (1) business as of the day prior to of the Closing, certified by Seller to be true and correctcorrect through the day of the Closing. (j) An affidavit from Seller in the form attached hereto as Exhibit L H certifying that such Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code.

Seller’s Closing Documents. At The following documents (duly executed and notarized as appropriate) will have been delivered to Buyer and Parent: (i) a Xxxx of Sale, Assignment and Assumption Agreement between Buyer and Seller, in substantially the form attached as Exhibit B (the “Xxxx of Sale”); (ii) an Intellectual Property Assignment made by Seller in favor of Buyer, in substantially the form attached as Exhibit D (the “Intellectual Property Assignment”); (iii) the Escrow Agreement; (iv) a certificate (dated not more than ten days prior to the Closing) as to the good standing of Seller in its jurisdiction of incorporation; (v) a certificate of non-foreign status for Seller satisfying the requirements of Treasury Regulation Section 1.1445-2(b); (vi) evidence, Seller shall deliver including share purchase agreements if required by applicable Legal Requirements, transferring all of the outstanding ownership interests in Qumu Europe, Rimage RIT, Rimage Singapore and Rimage Japan to Purchaser the followingBuyer or one of its Affiliates, in form and substance reasonably acceptable to Purchaser:the Buyer; provided if the actual transfer of such ownership interests cannot be effected at Closing, Seller and Buyer shall have entered into customary beneficial ownership and control agreements in the form reasonably acceptable to Buyer and Seller providing for the operation of such Acquired Subsidiary for the benefit and burden of Buyer until such time as such interests are transferred under applicable Legal Requirements; (avii) A special warranty a deed executed by Seller (transferring the “Deed”)Owned Real Property to Buyer, in form and substance reasonably acceptable to the Buyer; (viii) a binding owner’s policy of title insurance with respect to the Owned Real Property in form customary for and substance reasonably acceptable to Buyer, insuring Buyer as the jurisdiction where fee owner of the Property is located Owned Real Property; (ix) a Mutual Transition Services Agreement between Buyer and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loan. (b) A Xxxx of Sale, executed by Seller (the “Xxxx of Sale”) substantially in the form attached hereto as Exhibit OE (the “Mutual Transition Services Agreement”); (x) the Lease; (xi) a certificate of an officer of Seller, transferringdated as of the Closing Date, conveying as to matters set forth in Section 8.2(a), Section 8.2(b) and assigning Section 8.2(f); (xii) copies of the resolutions or consents of the board and warranting to Purchasershareholders, as required of Seller authorizing and approving this Agreement and the Personal Propertytransactions contemplated hereby, free and clear certified by an officer of all liens, encumbrances, security interests, options and adverse claims of any kind or character Seller; (xiii) evidence that the Liens (other than the Permitted Encumbrances and Liens) on the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any.Acquired Assets have been released; and (cxiv) An assignment (the “Contract Assignment”) in the form attached hereto as Exhibit P, executed by Seller, reliance letters addressed to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) Buyer from Xxxxx Intertec Corporation with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related respect to the period prior Phase I Environmental Assessment prepared by Xxxxx dated January 3, 2014 and with respect to the Closing and a comparable indemnity from Purchaser relating to Phase II Environmental Assessment prepared by Xxxxx dated January 27, 2014, in each case covering the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Owned Real Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable). (d) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing. (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to reliance letters shall be true, correct and complete copies of such originals. (f) Any keys in the possession of Seller to all locks located in the Property. (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing substance reasonably acceptable to be made at Purchaser’s directionBuyer. (h) Reasonable proof of the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto. (i) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified by Seller to be true and correct. (j) An affidavit from Seller in the form attached hereto as Exhibit L certifying that such Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code.

Seller’s Closing Documents. At the Closing, Seller shall execute, (and if required, acknowledge) and shall deliver the following documents ("CLOSING DOCUMENTS") at its expense: (1) A Special Warranty Deed for the Owned Land ("DEED") in recordable form executed on behalf of Seller, conveying to Purchaser the followingReal Estate and Improvements, subject only to the Permitted Exceptions, as hereinafter defined, in the form of EXHIBIT F attached hereto and substance reasonably acceptable to Purchaser:incorporated herein by this reference; (a2) A special warranty deed executed by Seller (the “Deed”), in a form customary for the jurisdiction where the Property is located Special Warranty Assignment and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance Assumption of the Assumed Loan. (b) A Xxxx of Sale, executed by Seller (the “Xxxx of Sale”) Xxxxxxx Lease in the form attached hereto as Exhibit O, transferringEXHIBIT K. (3) A Special Warranty Xxxx of Sale making no warranty of condition or fitness, conveying and assigning and warranting to Purchaser, Purchaser the Personal Property, free in the form of EXHIBIT G attached hereto and clear incorporated herein by this reference; (4) An Assignment and Assumption of Contracts assigning and conveying to Purchaser, without warranty or representation except as set forth in this Agreement and EXHIBIT H, the Seller's interest in, to and under the Leases and containing an assumption by Purchaser of the Seller's obligations under the Leases for the Owned Land, from and after the Closing Date (including any obligations relating to security deposits), and Seller's interest in all liensService Contracts (which Purchaser elects to assume under this Agreement) pursuant to Paragraph 36 hereof and all Intangible Property in the form of EXHIBIT H attached hereto and incorporated herein by this reference; (5) An affidavit sworn by an officer of Seller to the effect that Seller is not a "foreign person" as that term is defined in Section 1445(f)(3) of the Internal Revenue Code of 1954, encumbrancesas amended, security interestswhich affidavit shall be in such form as may be prescribed by federal regulations; (6) The Title Policy, options as hereinafter defined in Paragraph 4(c)(v), for the Owned Land or an unconditional commitment of the Title Company to issue the Title Policy, subject only to the Permitted Exceptions and adverse claims with the endorsements described in Paragraph 4(c)(v), the base cost of which shall be paid by Seller, provided, however, that, if Purchaser desires any kind or character endorsements described in Paragraph 4(c)(v) to such Title Policy, the Purchaser shall pay the cost thereof; the Seller shall cooperate with the Purchaser to obtain deletion of the standard printed title exceptions from Schedule B-2 of the Title Policy, at no cost to either party, provided that Seller shall not be required to incur any obligation other than as set forth in Paragraph 3(c)(7) and Paragraph 4(a)(2)(i) and (ii); (7) A Certificate of Authority of Seller evidencing the Permitted Encumbrances status and capacity of Seller and the encumbrance authority of the Assumed Loan, together person or persons who are executing the various documents on behalf of Seller in connection with the original certificates of title thereto, if any.this Agreement; (c) An assignment (the “Contract Assignment”) 8) The Title Company's Standard Lien Affidavit in the form attached hereto as Exhibit PEXHIBIT J; (9) An original (or, executed by Sellerif Seller does not have an original, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) a copy and with the agreement exception of Seller originals required to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable). (d) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, to Purchaser, together with an agreement be kept by Seller to indemnifyunder Internal Revenue Service regulations, protectsuch as purchase invoices, defend and hold Purchaser harmless from and against any and checks, deposit slips, etc.) of all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing. (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Service Contracts and Intangible Property which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals. (f) Any keys in the possession of Seller to all locks located in the Property. (g) Letters executed by Seller or Seller's agents, together with such leasing and Seller’s management agentproperty files and records, if any, addressed which are in the possession of Seller or Seller's agents but excepting those documents which are to all Tenantsbe delivered to Purchaser pursuant to the provisions of Paragraph 3(c)(12) below. Purchaser shall cooperate with Seller for a period equal to the shorter of (i) five (5) years after Closing, or (ii) for as long as the Purchaser owns the Premises, in form case of Exhibit R attached heretoSeller's need in response to any legal requirement, notifying a tax audit, tax return preparation or litigation threatened or brought against Seller, by allowing Seller and directing payment its agents or representative access, upon reasonable advance notice (which notice shall identify the nature of the information sought by Seller), at all reasonable times to examine and make copies of any and all instruments, files and records pertaining to a period prior to the Closing, which right shall survive the Closing; (10) Letters of termination, effective no later than Closing, of those Service Contracts which Purchaser has timely elected not to assume under the provisions of Paragraph 36, including any management agreements affecting the Premises; (11) If applicable under local law, or required by the Title Company, a waiver of any lien rights by the company managing the Premises and, if different, the company leasing the Premises for Seller at the time of Closing; (12) Any other closing deliveries required of Seller under this Agreement to be made by or on behalf of Seller; (13) A letter by which Seller directs its property manager to deliver to Purchaser all books and records of account, contracts, leases and leasing correspondence, receipts for deposits, unpaid bills and other papers or documents which pertain to the Premises together with all advertising materials, booklets, keys and other items, if any, used in the operation of the Premises. The foregoing shall not include (i) any copies (not originals) of any documents of which Purchaser has already received either a copy or the original thereof; (ii) any originals or copies of documents which have been generated by or for Seller as part of any record keeping or filing obligations imposed on Seller by any governmental agencies, except that Seller shall deliver to Purchaser a copy of all federal tax returns filed by the Seller during its ownership of the Premises, along with a computer disk of this Agreement in WordPerfect format; (iii) any of the organizational books and records of the Seller as a legal entity; and (iv) any documents in Seller's possession which do not relate directly to the operation of the Premises (including, without limitation, materials prepared for the advertising and marketing of the Premises for sale, listing agreements of the Premises for sale and accounting records prepared for purposes of evaluating the Premises in relation to other assets held by Seller or its affiliated entities). Seller makes no representations regarding such documents or items delivered by the property manager at or after Closing; (14) A counterpart of a closing and proration statement; (15) A counterpart of any required real estate transfer declarations, disclosures or forms; (16) Evidence of compliance with Colorado withholding tax requirements (including, without limitation, the filing of Forms D1079 and DR1083); (17) A letter from Seller advising the tenants and the other parties to the Leases and Service Contracts (which are being assumed by Purchaser) of the assignment of their respective Leases and Service Contracts to Purchaser and, with respect to the Leases, to whom rent and other sums due from Tenants from and after the date is to be paid subsequent to Closing; (18) An updated Rent Roll dated as of the Closing to be made at Purchaser’s direction. (h) Reasonable proof of the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto. (i) A Rent Roll, prepared not more than one (1) business day prior to ClosingDate, certified by Seller as true, correct and complete; and (19) A certificate executed by Seller recertifying the representations and warranties set forth in Paragraph 6 below (subject to be true and correctany modifications allowed under said Paragraph 6) as of the Closing Date. (j20) An affidavit from Seller in A statement of termination, effective no later than the form attached hereto as Exhibit L certifying that such Seller is not a “foreign person” within the meaning of Section 1445(f)(3) Closing Date, of the CodeExclusive Leasing Agreement with Integrated Property Management, Inc. dated November 18, 1997, executed by the parties thereto.

Seller’s Closing Documents. At or prior to the Closing, and in addition to any other instruments, documents or certificates otherwise required hereunder to be delivered by Sellers, the applicable Seller or Sellers shall deliver deliver, or cause to Purchaser be delivered, to Buyer, the following, in form and substance reasonably acceptable following (herein referred to Purchaser:collectively as the "Sellers Closing Documents"): 52 -47- (a) A Quitclaim deeds with respect to that portion of the Real Property located in Massachusetts, a fiduciary deed with respect to that portion of the Real Property located in Stamford, Connecticut, and special warranty deed executed by Seller deeds for that portion of the Real Property located elsewhere, in the respective forms attached hereto as Exhibits G-1 through G-6 (collectively, the “Deed”"Deeds"), in a form customary conveying fee simple title to each parcel of the Real Property (except that the Deed for the jurisdiction where Newtxx Xxxraton shall convey fee simple title to the Property is located and otherwise satisfactory Improvements (to Sellerthe extent owned by the Sellers), Purchaser and Title Insurerbut not the Land for such Real Property) from the applicable Seller to Buyer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except subject only to the Permitted Encumbrances and the encumbrance of the Assumed LoanExceptions affecting such Real Property. (b) A Xxxx Assignment of Salethe Ground Lease and Assignment of the Ancillary Newtxx Xxxses, executed by each in the form attached hereto as Exhibits H and I (collectively, the "Ground Lease Assignment"), from the applicable Seller assigning and transferring to Buyer all of the applicable Seller's right, title and interest in, to and under the Ground Lease and the Ancillary Newtxx Xxxses, subject only to the Permitted Exceptions affecting the Newtxx Xxxraton. (the “Xxxx c) Bills of Sale”) Sale in the form attached hereto as Exhibit OJ, transferringfrom the applicable Seller transferring and selling to Buyer each and every item of Personal Property to be transferred hereunder (which are not covered by clauses (d), conveying (e) and assigning (f) hereof) with full warranties of title, but without warranty as to condition, merchantability or fitness for use (the "Bills of Sale"). With respect to any item of Personal Property (such as the Motor Vehicles) owned by a Seller, title to which is registered in a public office, separate forms of assignment, in required form, shall be executed and warranting delivered sufficient to Purchaser, the Personal Property, free and clear cause registration of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of such title thereto, if anyto be transferred to Buyer. (cd) An assignment (the “Contract Assignment”) Assignment and Assumption Agreements in the form attached hereto as Exhibit PK (the "Assignments"), executed by Seller, from the applicable Seller transferring and assigning (to Purchaser, of (ithe extent transferable or assignable) those to Buyer all of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller the Sellers in, to and its agents in under all Franchise Agreements, Management Agreements, Operating Agreements and to the Intangible Personal Property Permits (including the Governmental Approvals to the extent assignableother than Excluded Permits). (df) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) Assignment and Assumption Agreements in the form attached hereto as Exhibit Q executed by SellerM (the "Intangibles Assignments"), from the applicable Seller transferring and assigning to Buyer all of the right, title and interest of the Sellers in, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with under the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing. (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals. (f) Any keys in the possession of Seller to all locks located in the PropertyMiscellaneous Property Assets. (g) Letters Original copies, executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date or on behalf of the Closing to be made at Purchaser’s directionapplicable Seller, of any required real estate transfer tax declarations, or any similar documentation required in connection with any tax imposed by the state, county or municipality on the transaction contemplated hereby. (h) Reasonable proof of the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto. (i) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified by Seller to be true and correct. (j) An affidavit from Seller Affidavits in the form attached hereto as Exhibit L certifying N stating each Seller's U.S. taxpayer identification number and that such Seller is not a “foreign "United States person” within the meaning of ", as defined by Section 1445(f)(3) and Section 7701(b) of the Code. (i) The Title Policies pursuant to Section 5.02. (j) Such affidavits, indemnities, instruments, documents or certificates, executed by or on behalf of Sellers, as may be reasonably required by the Title Company as a condition to the issuance of any of the Title Policies as required hereunder, which documents may, if required by the Title Company, include, without limitation, an ALTA owner's statement and a so-called "gap undertaking" required in order to effect a New York-style closing, but in no event shall a Seller be obligated to deliver any instrument, document or certificate to the Title Company or to any other person if the effect thereof is to cause such Seller to assume or be subject to any liability or obligation to which it is not otherwise subject under the provisions of this Agreement, except for the indemnification obligations of the Sellers under the "gap undertaking". (k) Written notices in the form attached hereto as Exhibit O addressed to the other party under each of the Space Leases, Operating Agreements, Franchise Agreements, Vehicle Leases, Equipment Leases and the Ground Lease and Ancillary Newtxx Xxxses, advising them of the change of ownership of each of the Hotels, and directing all future inquiries, notices and payments if applicable, be made directly to Buyer. (l) transactions herein contemplated, and attesting to the taking of all necessary action to authorize the herein contemplated transactions. (m) The Preliminary Closing Statement pursuant to Section 6.03. (n) Such other documents, instruments or agreements which a Seller is required to deliver to Buyer pursuant to the provisions of this Agreement or which Buyer may, either at or subsequent to the Closing, deem reasonably necessary or desirable, in order to consummate the transactions contemplated by this Agreement, provided that the form thereof is reasonably acceptable to Sellers and that a Seller shall not, in connection with or by virtue of the execution and delivery of any such other documents, instruments or agreements be obligated to incur any Liabilities or obligations in addition to those otherwise herein contemplated. (o) A License Agreement in a form reasonably satisfactory to the Sellers and the Buyer pursuant to which the Sellers shall agree to grant a non-exclusive license to the Buyer to use the name "Tara" xxd the related telephone number in connection with the operation of the Hotels for a period not to exceed five (5) years from Closing, provided that such license shall automatically terminate with respect to any Hotel (i) which is sold or transferred to a third party or (ii) fails to continuously and publicly use the name "Tara" xx the related telephone number. (p) An Estoppel Certificate from the ground lessor under the Ground Lease in favor of the Buyer dated no more than ninety (90) days prior to Closing in a form required by the Ground Lease, or otherwise reasonably satisfactory to the Buyer, as to the existence of no material defaults by the applicable Seller under the Ground Lease, provided that in the event that Sellers are unable to obtain such an Estoppel Certificate from the ground lessor despite reasonable efforts, Thomxx X. Xxxxxxx xxxll execute a substitute Estoppel Certificate in lieu thereof in favor of the Buyer with respect to the Ground Lease which shall survive until the end of the Survival Period and shall be subject to the limits on indemnification set forth in Section 4.06(d), and the delivery of such substitute Estoppel Certificate shall satisfy this closing condition in all respects; provided that in the event that Buyer (and not a designee of Buyer) is the intended assignee of the Ground Lease, the substitute Estoppel Certificate shall contain an additional certification that the assignment provisions set forth in the Ground Lease will be satisfied upon an assignment of the Ground Lease to Buyer; and provided further that such substituted Estoppel Certificate shall contain a qualification for any defaults which 55 -50- may arise on account of assignment of the Ground Lease to a designee of Buyer. In the event Sellers thereafter obtain an Estoppel Certificate from the ground lessor under the Ground Lease, the Estoppel Certificate provided by Thomxx X. Xxxxxxx xxxll immediately terminate and shall no longer be in effect. (q) Stock certificates representing the Shares (other than those which, pursuant to Section 2.02, are not being transferred to Buyer), duly endorsed in blank for transfer, or accompanied by appropriate stock powers duly executed in blank for transfer; and the minute books and other corporate records of the Corporations (to the extent available to the Sellers). (r) A Water Agreement from Ferncroft in favor of the Buyer in substantially the form attached hereto as Exhibit R, with such changes as may be agreed upon between the Sellers and the Buyer prior to the Firm Date (the "Water Agreement").

Seller’s Closing Documents. At the Closing, Seller Seller, in addition to all the other documents required to be delivered upon the terms of the Agreement, shall deliver or cause to Purchaser be delivered the following, in form and substance reasonably acceptable to Purchaser: (a) A a special warranty deed executed by Seller (the "Deed") conveying good and marketable fee simple title to the Property free and clear of all liens and encumbrances except those easements, restrictions or conditions disclosed in the Title Commitment; (b) a right of first refusal (the “DeedRight of First Refusal”)) evidenced in a recordable instrument to be executed by both parties at Closing that provides that prior to any future sale by the Seller of the adjacent 3.7670 acres (164,090 sq. ft.) parcel, shown as Parcel 2 on the Plat, to any other person, Purchaser herein shall be provided with written notice of the terms and conditions of the proposed third-party sale. Within thirty (30) days of delivery or receipt of said notice the Purchaser shall notify the Seller herein of their intention to purchaser the property upon identical terms and conditions as the proposed sale. The Parties shall then consummate the sale within sixty (60) days of the receipt of the notification of the proposed sale. If Purchaser does not notify Seller of its intention to purchase the property, this right of first refusal shall expire and be void. Purchaser’s right of first refusal shall not apply to a proposed sale or transfer of the adjacent parcel by Seller herein to any subsidiary or affiliate of the Seller or to any third party who will continue the use of the parcel as a hospital or nursing facility licensed by the Virginia Department of Health; (c) a certificate from Seller stating that all covenants, representations and warranties of Seller under this Agreement shall be true, accurate and correct as of the Closing; (d) a general warranty xxxx of sale, in a form customary for the jurisdiction where the Property is located acceptable to Purchaser, conveying and otherwise satisfactory transferring to Seller, Purchaser good and Title Insurermarketable title in and to any personal property included in this sale, free and clear of all liens, liens and encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loan. (b) A Xxxx of Sale, executed by Seller (the “Xxxx of Sale”) in the form attached hereto as Exhibit O, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any. (c) An assignment (the “Contract Assignment”) in the form attached hereto as Exhibit P, executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable). (d) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing.; (e) To customary affidavits verifying the extent not previously delivered to Purchasernonexistence of mechanics' and materialmen's liens and lien rights, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals.tenants' rights; (f) Any keys in the possession a certificate of non-foreign status representing under penalty of perjury that Seller to all locks located in the Property.is not a "foreign person" for purposes of 26 U.S.C. § 1445, as amended; and (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s directiona 1099-S real estate information form. (h) Reasonable proof of the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto. (i) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified by Seller to be true and correct. (j) An affidavit from Seller in the form attached hereto as Exhibit L certifying that such Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code.

Seller’s Closing Documents. At On the ClosingClosing Date, Seller shall deliver (or cause to be delivered) to Purchaser the following, in form and substance reasonably acceptable to Purchaser: (a) A special warranty deed Special Warranty Deed, duly executed by Seller (the “Deed”), in a form customary for the jurisdiction where the Property is located and otherwise satisfactory to Seller, conveying to Purchaser good and Title Insurermarketable title to the Hotel, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except subject only to the Permitted Encumbrances and Exceptions, substantially in the encumbrance form of the Assumed Loan.Exhibit B attached hereto; (b) An Assignment and Assumption of Contracts, Warranties and Guaranties and Other Intangible Property duly executed by Seller and Purchaser substantially in the form of Exhibit C attached hereto; (c) A Xxxx of Sale, Sale duly executed by Seller and Purchaser substantially in the form of Exhibit D attached hereto; (d) An Assignment Agreement duly executed by Seller and Purchaser in the “Xxxx form of Sale”Exhibit I with respect to the Marks. (e) A letter in the form of Exhibit E signed by Seller, advising the tenants under the Leases of the change in ownership of the Hotel; (f) A certification as to Seller’s non-foreign status in the form attached hereto as Exhibit OJ, transferringsigned by Seller; (g) Certified copies of all organizational documents, conveying authorizing resolutions, certificates of incumbency, and assigning good standing certificates with respect to Seller; (h) A certificate of a duly authorized officer of Seller confirming the continued truth and warranting accuracy of its representations and warranties in this Agreement; (i) An owner’s affidavit executed by Seller, addressed to Purchaserthe Title Company with respect to the absence of claims which would give rise to mechanics’ liens, the Personal Property, free and clear absence of all liens, encumbrances, security interests, options and adverse claims parties in possession of any kind or character the Hotel other than tenants under the Permitted Encumbrances Leases and the encumbrance absence of unrecorded easements granted by Seller and any other matters reasonably requested by the Title Company to be included in such affidavit, in the form required by the Title Company to eliminate the exceptions for those matters from Purchaser’s title insurance policy; (j) A duly-executed counterpart of the Assumed LoanSettlement Statement, together with in a form that has been mutually approved by Seller and Purchaser; (k) A Holdback Escrow Agreement duly executed by Seller, Purchaser and the Escrow Agent in the form of Exhibit H. (l) An original certificates (or, if an original is not available to Seller, a copy) of title theretofully-executed counterpart of each Lease and Contract then in effect which is assumed by Purchaser; (m) All keys to the Hotel and the FF&E, which are in Seller’s possession, including any space plans relating to Leases of space in the Hotel prepared by Seller or on its behalf; (n) A schedule updating and recertifying the information set forth in Schedule 2.2(d) as of the Closing Date and setting forth all past due and uncollected rent owed by tenants, all prepayments of rent and all security deposits, if any., held by Seller, its managing agent or any other Person under all Leases; (co) An assignment All existing Books and Records, papers and agreements, bookkeeping and accounting records and tax returns for the Hotel, which are in Seller’s or Manager’s possession; (the “Contract Assignment”p) A certificate as to representations and warranties in the form attached hereto as Exhibit P, executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable).K-1; and (dq) An assignment of lessor’s interest in Such other documents, certificates and instruments as may be reasonably required to consummate the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closingtransaction contemplated hereby. (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals. (f) Any keys in the possession of Seller to all locks located in the Property. (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction. (h) Reasonable proof of the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto. (i) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified by Seller to be true and correct. (j) An affidavit from Seller in the form attached hereto as Exhibit L certifying that such Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code.

Seller’s Closing Documents. At On the ClosingClosing Date, Seller shall deliver to Purchaser the following, in form following items and substance reasonably acceptable documents to Purchaser, duly executed and, where appropriate, acknowledged by Seller: (a) A special warranty a bargain and sale deed executed by Seller without covenants against grantor’s acts, in the form attached hereto as Exhibit D (the “Deed”), containing the covenants required by Section 13 of the Lien Law of the State of New York, in a proper form customary for the jurisdiction where the Property is located recording, duly executed and otherwise satisfactory to acknowledged by Seller, so as to convey to Purchaser all of Seller's right, title and Title Insurerinterest in and to the Twentieth Floor Unit, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except subject only to the Permitted Encumbrances and the encumbrance of the Assumed Loan.Exceptions; (b) A Xxxx of Salethe Lease, executed if deemed necessary by Seller in order to complete the Twentieth Floor Work; (the “Xxxx of Sale”c) a First Amendment to Declaration, in recordable form (together with any transfer tax filings required in connection with recordation), by Seller and Purchaser, substantially in the form attached hereto as Exhibit O, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any. (c) An assignment G (the “Contract AssignmentDeclaration Amendment”); (d) an affidavit of Seller pursuant to Section 1445(b)(2) of the Tax Code, stating that Seller is not a foreign person within the meaning of such Section; (e) tax returns in respect of the New York State Real Estate Transfer Tax (the "TP- 584 Form"), the New York City Real Property Tax (the "NYC-RPT"), a Real Property Transfer Tax Report (the "RP-5217NYC") and any sales tax return, notice of sale of assets or like governmental report, each to the extent required by applicable law with respect to the sale of the Twentieth Floor Unit duly executed (and, to the extent required by law, notarized) by Seller (if a return is required to be filed for the transactions here described under Section 6045(e) of the Tax Code, Purchaser’s title company shall be designated as the “Real Estate Reporting Person”); (f) a certification by the Secretary or Assistant Secretary of Seller that the transactions contemplated herein have been duly authorized by Xxxxxx; (g) checks of the nature described in Section 6.08 above (or wire transfer of immediately available funds to an account or accounts identified to Purchaser within two (2) Business Days prior to the Closing) in payment of any amounts payable by Seller under Article 12 below, if Seller has not elected to have Purchaser pay the same as part of the payment of the Balance of the Purchase Price (as provided in Section 6.08 above); (h) a title certificate and indemnity in the form attached hereto as Exhibit P, executed by Seller, to Purchaser, of C; (i) those Seller’s Certificate; (j) if Purchaser’s estate is to be encumbered by a mortgage, a Subordination, Non- Disturbance and Attornment Agreement signed by Seller and any mortgagee of Purchaser’s interest in the Contracts which Purchaser has elected Twentieth Floor Unit in writing form and substance reasonably satisfactory to assume Seller (the “Assigned ContractsSubordination and Non-Disturbance Agreement”); (k) with a certificate, dated as of the agreement Closing Date, from Seller stating that the representations and warranties of Seller to indemnifycontained in this Agreement are true and correct in all material respects as of the Closing Date, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related except to the period prior extent Seller has identified in such certificate any such representations and warranties which are no longer, true and correct and the state of facts giving rise to the change do not constitute a breach by Seller of its obligations hereunder or fail to satisfy a condition precedent to Purchaser’s obligation to close title hereunder; (l) an affidavit in lieu of registration statement under Section 4(7) of the Multiple Dwelling Law; (m) a letter directing Escrow Agent to release the Downpayment to Seller; (n) any other documents or items required by this Agreement or reasonably requested by Title Company; (o) the Preliminary Closing Statement; (p) assignment and a comparable indemnity from Purchaser assumption agreement relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, Seller’s right title and interest of Seller and its agents (if any) in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable). (d) An assignment of lessorTwentieth Floor Unit’s interest in the Leases (the “Lease Assignment”) intangibles, substantially in the form attached hereto as Exhibit Q executed by SellerE, to Purchaserwhich shall be effective as the Lease Expiration Date; (q) if the Lease is entered into at the Closing, together with updated certificates of insurance confirming that “Tenant’s” insurance required under the lease is in effect; and (r) an agreement by Seller to indemnifyestoppel certificate from the Condominium, protectin customary form, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating certifying as to the period prior to absence of any defaults and confirming that all payments or charges due under the Closing and a comparable indemnity from Purchaser relating to the period following the ClosingCondominium Declaration have been paid. (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals. (f) Any keys in the possession of Seller to all locks located in the Property. (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction. (h) Reasonable proof of the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto. (i) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified by Seller to be true and correct. (j) An affidavit from Seller in the form attached hereto as Exhibit L certifying that such Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code.

Seller’s Closing Documents. (a) At the Initial Closing, Seller Sellers shall deliver or cause to Purchaser be delivered the following, in form and substance reasonably acceptable to Purchaser: (ai) A special warranty deed executed by Seller certificate of a duly authorized officer of Sellers, dated the Initial Closing Date, to the effect that (A) the “Deed”representations and warranties of Sellers set forth in this Agreement qualified as to materiality or Material Adverse Effect are true and correct at and as of the Initial Closing Date, and those not so qualified are true and correct in all material respects at and as of the Initial Closing Date, except to the extent such representations and warranties relate to an earlier date (in which case such representations and warranties qualified as to materiality were true and correct, and those not so qualified were true and correct in all material respects, on and as of such earlier date), and (B) Sellers have performed and complied in a all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the Initial Closing Date; (ii) A duly executed bill of sale in the form customary for of Exhibit C hereto; (iix) X duly executed Assignment and Assumption Agreement in the jurisdiction where form of Exhibit D hereto; (iv) A duly executed Management and Spectrum Lease Agreement in the Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear form of all liens, encumbrances, security interests, options and adverse claims Exhibit E hereto; (v) A duly executed Registration Rights Agreement in the form of any kind or character except Exhibit B hereto; and (vi) A duly executed Indemnification Agreement in the Permitted Encumbrances and the encumbrance form of the Assumed LoanExhibit F hereto. (b) A Xxxx of Sale, executed by Seller (At the “Xxxx of Sale”) in the form attached hereto as Exhibit O, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any. (c) An assignment (the “Contract Assignment”) in the form attached hereto as Exhibit P, executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the License-Related Asset Purchase Closing, (ii) any and all guarantees and warranties used Sellers shall deliver or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable). (d) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing. (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller cause to be true, correct and complete copies of such originals. (f) Any keys in delivered the possession of Seller to all locks located in the Property. (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction. (h) Reasonable proof of the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto.following: (i) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified by Seller to be true and correct. (j) An affidavit from Seller duly executed bill of sale in the form attached hereto as of Exhibit L certifying that such Seller is not a “foreign person” within C hereto; (ii) X duly executed Assignment and Assumption Agreement in the meaning form of Section 1445(f)(3Exhibit D hereto; and (iii) Except in the event Purchaser has elected to purchase the FCC Licenses in lieu of the CodeLicense Subsidiary Interests, evidence of all consents required in connection with the assignment of the License Subsidiary Interests. Sellers and Purchaser shall execute and deliver such certificates, bills of sale and other documents as the other may reasonably request to consummate the transfer from Sellers to Purchaser of the License Subsidiary Interests.

Seller’s Closing Documents. Seller’s delivery of the Loan Files and any other Closing Documents that Seller is required to deliver in accordance with this Agreement will be conditioned on Seller’s receipt of the Purchase Price and the Closing Documents that Purchaser is required to deliver in accordance with this Agreement. At the Closing, when Seller shall has received the Purchase Price and the Closing Documents that Purchaser is required to deliver to Purchaser the followingSeller in accordance with this Agreement, in form Seller will transfer, assign, set-over and substance reasonably acceptable convey to Purchaser, without recourse (except as otherwise expressly set forth in this Agreement), all of Seller’s right, title and interest in and to the Loans and the Loan Files. Seller will deliver the following Closing Documents to Purchaser at the Closing: (a) for each Loan, an original of the Note, endorsed pursuant to an endorsement in the form of Exhibit G; (b) for each Loan except the MGM Tower Loan, an executed assignment of the Mortgage (other than the UCC Financing Statements) and the Assignment in favor of Purchaser, in the form of Exhibit H (in recordable form for the applicable jurisdictions where the Properties are located); (c) for each Loan, an executed assignment of Seller’s rights and obligations under agreements and accounts with respect to the Loan, other than the Excluded Agreement and the Excluded Letter of Credit, in the form of Exhibit F; (d) for each Loan except the MGM Tower Loan, UCC-2 or UCC-3 Financing Statements (or the equivalent) reflecting the transfer of the Loan to Purchaser, provided, however, that Purchaser acknowledges that some of the UCC-1 Financing Statements in the Loan Files may have lapsed or expired; (e) each Loan File; (f) for each Loan, an executed letter in the form of Exhibit I, addressed to Borrower notifying Borrower of the transfer of the Loan to Purchaser, directing Borrower to make all debt service and any other payments required to be paid directly to Seller under the Loan from and after the Closing Date to Purchaser or Purchaser’s designee and notifying Borrower that any Escrow Amounts (and related escrow and pledge agreements) for such Loan (except in the case of the MGM Tower Loan and the Willowbrook Mall Loan) have been transferred to Purchaser; (g) a certificate of Seller’s secretary or assistant secretary certifying (i) as to the incumbency of the signatories authorized to execute this Agreement and the Closing Documents required to be executed and delivered by Seller on behalf of Seller and (ii) that the execution of this Agreement and the Closing Documents and the consummation of the transaction contemplated by this Agreement have been duly authorized; (h) a certificate of Seller certifying that all representations and warranties made by Seller in this Agreement remain true, correct and complete in all material respects on the Closing Date as though the representations and warranties were made on and as of the Closing Date, except that Seller may update the Mortgage Loan Schedule as necessary; (i) for the MGM Tower Loan, an executed letter addressed to Note A special warranty deed Holder (as defined in the Co-Lender Agreement) notifying Note A Holder of the transfer of the MGM Tower Loan to Purchaser and enclosing an original executed assumption of Seller’s rights and obligations under the Co-Lender Agreement with respect to the MGM Tower Loan; (j) for the Willowbrook Mall Loan, an executed letter addressed to Senior Lender (as defined in the Loan Agreement) notifying Senior Lender of the transfer of the Willowbrook Mall Loan to Purchaser; (k) for each escrow or pledge agreement to which Seller is a party relating to the Loans, an executed letter in the form of Exhibit N, addressed to the escrow agent thereunder notifying such escrow agent of the transfer of the Loan to Purchaser and the assignment of the related Escrow Amount(s) and escrow or pledge agreements to Purchaser, and directing the escrow agent to change the name of the account in which the Escrow Amount(s) is maintained by replacing the name of Seller with the name of Purchaser; (l) with respect to the Research Office Center Loan (as described in the Mortgage Loan Schedule), the original Letter of Credit issued by JPMorgan Chase Bank, N.A. in the amount of Two Million Five Hundred Thousand and no/100ths dollars ($2,500,000.00), together with the form transferring the Letter of Credit from Seller to Purchaser, executed and fully completed by Seller (the “DeedResearch Office Center Letter of Credit”), in a form customary for the jurisdiction where the Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loan.; (bm) A Xxxx with respect to the Life Time Fitness Centers Loans (as described in the Mortgage Loan Schedule), the original Letter of Sale, executed Credit issued by Seller U.S. Bank National Association in the amount of Five Million and no/100ths dollars ($5,000,000.00) (the “Xxxx Life Time Fitness Letter of SaleCredit”); (n) for the MGM Tower Loan, an executed letter addressed to the Master Servicer (as defined in the form attached hereto as Exhibit O, transferring, conveying and assigning and warranting MGM Tower Sub-Servicing Agreement) notifying the Master Servicer of the transfer of the MGM Tower Loan to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances Purchaser and the encumbrance termination of the Assumed MGM Tower Sub-Servicing Agreement; and (o) for the Willowbrook Mall Loan, together with an executed letter addressed to the original certificates of title thereto, if any. Master Servicer (c) An assignment (the “Contract Assignment”) as defined in the form attached hereto as Exhibit P, executed by Seller, to Purchaser, of (iWillowbrook Mall Sub-Servicing Agreement) those notifying the Master Servicer of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair transfer of the Property, Willowbrook Mall Loan to Purchaser and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable). (d) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing. (e) To the extent not previously delivered to Purchaser, originals termination of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originalsWillowbrook Mall Sub-Servicing Agreement. (f) Any keys in the possession of Seller to all locks located in the Property. (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction. (h) Reasonable proof of the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto. (i) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified by Seller to be true and correct. (j) An affidavit from Seller in the form attached hereto as Exhibit L certifying that such Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code.

Seller’s Closing Documents. At the Closing, Seller shall deliver deliver, or cause to be delivered to Purchaser all of the following, following documents in form and substance reasonably acceptable satisfactory to Purchaser: (a) A special warranty deed executed Certificates from the secretary or assistant secretary of each of Seller and SFSI, certifying as to the names and true signatures of the officers of Seller and SFSI authorized to sign this Agreement and the other Transaction Documents to be delivered by Seller (the “Deed”), in a form customary for the jurisdiction where the Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loan.SFSI hereunder; (b) A Xxxx of Sale, executed by Seller (the “Xxxx of Sale”) in the form attached hereto as Exhibit O, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any. (c) An assignment (the “Contract Assignment”) in the form attached hereto as Exhibit P, executed by Seller, to Purchaser, Copies of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend resolutions unanimously and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable). (d) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed duly adopted by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing. (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals. (f) Any keys in the possession of Seller to all locks located in the Property. (g) Letters executed by Seller 's shareholders and Seller’s management agent's board of directors authorizing the execution, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying delivery and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction. (h) Reasonable proof of the due authorization, execution and delivery performance by Seller of this Agreement and each of the documents delivered other Transaction Documents, and the consummation of all of the other transactions hereunder and thereunder, and (ii) the articles of incorporation and code of regulations, each certified as complete and accurate as of the Closing Date by the secretary or assistant secretary of Seller; (c) Copies of (i) the resolutions unanimously and duly adopted by SFSI's shareholders and SFSI's board of directors authorizing the execution, delivery and performance by SFSI of this Agreement and each of the other Transaction Documents, and the consummation of all of the other transactions hereunder and thereunder, and (ii) the articles of incorporation and code of regulations, each certified as complete and accurate as of the Closing Date by the secretary or assistant secretary of SFSI; (d) A sworn affidavit from the Trustee of the Trust certifying that the Trustee, acting in a fiduciary capacity on behalf of the Trust, is authorized to execute, deliver and perform this Agreement and each of the other Transaction Documents on behalf of the Trust, and that the Trustee, acting in a fiduciary capacity on behalf of the Trust, is authorized to consummate the transaction contemplated hereby and all of the other transactions contemplated hereunder and thereunder on behalf of the Trust; (e) Certificates dated as of the Closing Date from (i) an officer of Seller, (ii) an officer of SFSI, (iii) Trustee, acting in a fiduciary capacity on behalf of the Trust, and (iv) Xxxxxx, certifying that the conditions specified in Section 4.2 that have not otherwise been waived in writing by Seller pursuant hereto.have been fully satisfied or waived by Seller and that the representations and warranties made by Seller, Xxxxxx, Trust and SFSI in this Agreement are true and correct as of the Closing Date; (f) An original copy of the Xxxx of Sale, in the form of Exhibit C attached hereto and incorporated herein by this reference, signed by Seller (the "Xxxx of Sale"); (g) An original copy of the Assignment and Assumption Agreement in the form of Exhibit D attached hereto and incorporated herein by this reference signed by Seller (the "Global Assignment"); (h) An original copy of the Loan Assignment and Assumption Agreement in the form of Exhibit E attached hereto and incorporated herein by this reference signed by Seller (the "Loan Assignment"); (i) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified by Seller to be true and correct.The "Lease/Contract Assignments; (j) Original Certificates of Title transferring any vehicles included as part of the Assets to Purchaser signed by Seller; (k) An affidavit from original copy of any assignments of all trademarks, patents, domain names, assumed names and other intellectual property included in the Assets signed by Seller (the "Intellectual Property Assignments"); (l) An original copy of the Non-Competition Agreement in the form of Exhibit F attached hereto and incorporated herein by this reference, signed by Seller, SFSI, Trust and Xxxxxx (the "Non-Competition Agreement"); (m) An original copy of the Escrow Agreement in the form of Exhibit G attached hereto and incorporated herein by this reference, signed by Investment Banker as Exhibit L certifying that the escrow agent ("Escrow Agent"), Seller, SFSI, Trust and Xxxxxx (the "Escrow Agreement"); (n) An original copy of the Supplemental Disclosure Agreement signed by Seller, SFSI, Trust and Xxxxxx; (o) Original copies of all telephone transfer documents transferring Seller's telephone numbers included in the Assets to Purchaser and signed by Seller (the "Telephone Transfer Agreements"); (p) The Warrant Holder Agreements signed by Seller, SFSI and each of Seller's warrant holders. (q) Pay-off letters from all of Seller's creditors who will be paid at Closing out of the Purchase Price, together with appropriate written releases from such creditors; (r) An original closing statement evidencing the Purchase Price and the final amount payable by Purchaser to Seller is not a “foreign person” within hereunder, as the meaning same may be adjusted by any applicable credits, deductions or pro-rations to be made between the parties as of the Closing Date, if any (the "Closing Statement"); (s) Subject to the terms of Section 1445(f)(34.16 below, an original Preliminary Purchase Price Allocation Agreement ("Preliminary Allocation Agreement") of that allocates, on a preliminary basis, the CodePurchase Price (together with any other consideration, if any, that may be given by Purchaser to Seller in connection with the transaction contemplated hereby to the extent any other such consideration, if any, is required hereunder or under any other Transaction Document) to the various Assets prepared by Seller and approved by Purchaser, with both parties acting reasonably and in good faith; provided, however, the amount allocated to the Non-Competition Agreement shall equal the non-competition consideration (as defined in Section 1.2(d); and (t) Such other documents relating to the transactions contemplated by this Agreement as Purchaser may reasonably request.

Seller’s Closing Documents. At On the ClosingClosing Date, Seller in addition to any other documents required to be delivered by SELLER under this Agreement, SELLER shall execute and deliver or cause to Purchaser be delivered to BUYER the following, in form and substance reasonably acceptable to Purchaser: (a) A special warranty deed executed in the form of Exhibit D conveying to the BUYER the Premises in accordance with the terms hereof; the BUYER shall be entitled to nominate a third party controlled by Seller BUYER to take title to the Premises provided that BUYER gives SELLER at least ten (10) days advance notice identifying such nominee and further provided that such nominee and BUYER execute and deliver to SELLER an assumption agreement reasonably satisfactory to SELLER by which such nominee assumes and agrees to be bound by all warranties, representations, obligations and liabilities of BUYER contained in this Agreement in which event the “Deed”), in a form customary obligations of BUYER and such nominee shall be jointly and severally liable for the jurisdiction where the Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear obligations of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loan.BUYER under this Agreement; (b) A Xxxx xxxx of Sale, executed by Seller (the “Xxxx of Sale”) sale in the form attached hereto as of Exhibit OE conveying to the assignee or nominee of BUYER all SELLER'S right, transferring, conveying title and assigning and warranting to Purchaser, interest in the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any.; (c) An assignment (the “Contract Assignment”) Assignment and Assumption Agreement Concerning Leases substantially in the form attached hereto as of Exhibit PF, executed by Seller, to Purchaser, of and which shall provide that (i) those of SELLER assigns all its rights under the Contracts which Purchaser has elected in writing Leases to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend BUYER and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and BUYER assumes all guarantees and warranties used or made in connection with obligations of SELLER as landlord under the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable).Leases; (d) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) Assignment and Assumption Agreement Concerning Permits and Licenses, and Service Contracts elected to be assumed by BUYER and Warranties in the form attached hereto as of Exhibit Q executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing.G; (e) To the extent not previously delivered to PurchaserAn affidavit of SELLER stating SELLER'S U.S. taxpayer identification number and that SELLER is a "United States person", originals as defined in Section 1445(f)(3) and Section 7701(b) of the LeasesInternal Revenue Code of 1986, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals.as amended; (f) Any keys in the possession of Seller to all locks located in the Property. (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date Resolutions of the Closing to be made at Purchaser’s direction. (h) Reasonable proof board of directors of the due authorizationgeneral partner of SELLER certified by the Clerk thereof authorizing the execution, execution delivery and delivery by Seller performance of this Agreement and the documents delivered consummation of the transactions contemplated hereby, which certificate shall state that said resolutions are in full force and effect as of the Closing Date and have not been amended, modified or rescinded in any manner; (g) An incumbency certificate regarding SELLER'S corporate general partner issued by Seller pursuant hereto.the Secretary of the Commonwealth of Massachusetts; (h) Certificate of Legal Existence of SELLER'S corporate general partner issued by the Secretary of the Commonwealth of Massachusetts; (i) Certificate of Legal Existence of SELLER issued by the Secretary of State of the Commonwealth of Massachusetts; (j) Such standard title affidavits regarding parties in possession and indemnities regarding mechanics' liens as BUYER'S title insurer may reasonably require in order to delete exceptions regarding such matters from its title insurance coverage, including but not limited to standard form survey coverage, parties in possession and mechanic lien affidavits for any work performed at the Premises during the period 120 days prior to Closing required by and addressed to the SELLER'S title insurance company pursuant to local custom; (k) A Rent Rollclosing and settlement statement in form and substance mutually satisfactory to both parties; (l) A letter to each Tenant in form reasonably acceptable to BUYER advising it of the change in ownership of the Premises and the assignment of the Leases to BUYER and the transfer of its security deposit, prepared if any; (m) Originals, as in the possession of SELLER, of all Leases and, if any, Service Contracts assumed by BUYER, Promotional Materials, Permits and Licenses, and Books and Records owned by SELLER for the operation and maintenance of the Premises; (n) Certificate of SELLER'S authorization to conduct business in the State of Connecticut, issued by the Connecticut Secretary of State; (o) To the extent that any of the Promotional Materials, Books and Records, Service Contracts, and Leases known to SELLER to exist are not in the possession of SELLER, and SELLER shall use reasonable efforts, but without out-of-pocket expense, to cause the holders or owners of same to deliver such materials to BUYER, without cost or expense, which obligation shall survive the Closing; (p) In the event BUYER determines during its Due Diligence that the Premises are a so-called "Establishment" subject to the Transfer Act under the laws of the State of Connecticut, SELLER shall, at Closing, sign any required documents for filing with the Connecticut DEP provided that no such documents shall result in any liability to the SELLER which SELLER does not already have, result in any expense or potential expense to SELLER, or obligate SELLER to take any action with respect to the Premises for which SELLER is not already responsible, and in no event shall this agreement (in this subsection "(p)") by SELLER or the documents to be signed by SELLER obligate SELLER to take any action with respect to the Premises or the remediation of any oils or hazardous materials thereat, BUYER'S sole right with respect to the discovery of so-called hazardous materials at the Premises during the Due Diligence shall be to timely terminate this Agreement and receive a return of its deposit and any interest thereon. Notwithstanding the foregoing, SELLER will proceed under the provisions and subject to the limitations of Paragraph 9 of this Agreement. (q) Any other document reasonably necessary to consummate the transactions contemplated by this Agreement, provided that such document is consistent with the parties' intent as expressed in this Agreement and does not result in any liability, warranty or representation by SELLER; (r) On or prior to the date hereof, SELLER agrees to deliver to each Tenant an estoppel certificate in the form annexed hereto as Exhibit H for Tenant's execution, completed to reflect the Tenant's particular Lease status. SELLER agrees to use its best efforts to obtain from all Tenants the estoppel certificates substantially in such form but reflecting the current status of each Lease; provided, however, that if any Tenant shall refuse to execute an estoppel letter substantially in such form, SELLER shall nevertheless be obligated to use its best efforts, not including judicial action or lease termination, to obtain estoppel certificates in the form, if any, in which each Tenant is obligated to deliver as provided in its respective Lease. SELLER agrees to deliver to BUYER, upon receipt, copies of all estoppel letters received by Tenants, in the form received by SELLER. The estoppel certificates required to be obtained pursuant to this Paragraph 31 are collectively referred to as the "Estoppel Certificates". As a condition to BUYER'S obligations to proceed with the Closing, SELLER shall deliver (i) an Estoppel Certificate from each Tenant which leases space at the Premises in excess of 10,000 square feet or more in the aggregate and (ii) Estoppel Certificates representing in total occupancy of at least seventy-five (75%) percent of the total rentable square footage of the Building. For an Estoppel Certificate to be deemed delivered for purposes of this Agreement, it must certify that the Tenant's most recent rental payment under its Lease was made not more than one (1) business day month prior to Closingthe month in which the Closing occurs. If any Tenant refuses or neglects to deliver an estoppel certificate necessary to comply with the foregoing, certified BUYER'S sole remedy under the Agreement shall be to (i) terminate the Agreement and receive a refund of its deposit and any interest earned thereon, or (ii) accept such Estoppel Certificate, or such missing portion thereof necessary to comply with the foregoing, signed by Seller SELLER, as SELLER is willing to be true give, and correctwaive such non-delivery. (j) An affidavit from Seller in the form attached hereto as Exhibit L certifying that such Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code.

Seller’s Closing Documents. At On the ClosingClosing Date, Seller shall deliver to Purchaser the followingfollowing (collectively, "SELLER'S CLOSING DOCUMENTS"): (1) bills of sale, in form and substance satisfactory to Purchaser, for all personal property constituting a part of the Purchased Assets and Seller shall deliver actual possession of the Purchased Assets, free and clear of all encumbrances (except Permitted Encumbrances (as hereinafter defined)); (2) assignments, in form and substance reasonably acceptable to Purchaser: (a) A special warranty deed executed by Seller (the “Deed”), in a form customary for the jurisdiction where the Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loan. (b) A Xxxx of Sale, executed by Seller (the “Xxxx of Sale”) in the form attached hereto as Exhibit O, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any. (c) An assignment (the “Contract Assignment”) in the form attached hereto as Exhibit P, executed by Seller, to Purchaser, of (i) those all intangibles constituting a part of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any Purchased Assets and all claimsAssumed Contracts, damageslicenses, losses, costs appurtenances and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser rights relating to the period following the ClosingBusiness, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals except to the extent assignable).consent from a third party is required to assign such Assumed Contracts, licenses, appurtenances and rights and such consent has not been obtained; (d3) An an assignment of lessor’s interest in the Leases (the “Facility Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing. (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals. (f) Any keys in the possession of Seller to all locks located in the Property. (g) Letters duly executed by Seller evidencing the assignment and Seller’s management agentassumption of the Facility Lease by Purchaser; (4) such other instrument or instruments of transfer as shall be necessary or appropriate to vest in Purchaser all rights and title to the Purchased Assets; (5) such keys, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying lock and directing payment of all rent safe combinations and other sums due from Tenants from similar items as Purchaser shall require to obtain full occupation, possession and after the date control of the Closing to be made at Purchaser’s direction.Facility and the Purchased Assets; (h6) Reasonable proof duly certified copies of the resolutions adopted by Seller's board of directors authorizing the execution, delivery and due authorization, execution and delivery by Seller performance of this Agreement and the documents delivered by Seller pursuant hereto.all transactions contemplated hereby; (i7) A Rent Roll, prepared not more than one (1) business day prior good standing or similar certificates from the Secretaries of State and the appropriate taxing authorities of the States of Delaware and Texas with respect to Closing, certified by Seller to be true and correct.Seller; (j) An affidavit from Seller 8) the license agreement relating to the license of Seller's Voyager technology in the form attached hereto set forth as Exhibit L certifying that 6(c)(1) (the "LICENSE AGREEMENT") duly executed by Seller; (9) the Purchase Price Escrow Agreement (defined below) duly executed by Seller; (10) such other documents, certificates, instruments or agreements which Seller is not a “foreign person” within required to deliver to Purchaser or the meaning of Section 1445(f)(3Scheduled Employees pursuant to this Agreement; and (11) of Seller shall prepare and deliver to Purchaser, at least three business days before the CodeClosing Date, the Current Balance Sheet.

Seller’s Closing Documents. At On the ClosingBusiness Day immediately preceding the Closing Date, Seller shall deliver or cause to Purchaser be delivered to Title Company the following, in form and substance reasonably acceptable to Purchaser:following (“Seller’s Closing Documents”): (a) A special warranty deed executed by Seller Grant Deed in the form of Exhibit C attached hereto (the “Deed”), in a form customary for the jurisdiction where the Property is located duly executed and otherwise satisfactory to acknowledged by Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except conveying the Permitted Encumbrances and the encumbrance of the Assumed Loan.Real Property to Purchaser; (b) A Xxxx of Sale, executed by Seller Sale in the form of Exhibit D attached hereto (the “Xxxx of Sale”) in the form attached hereto as Exhibit O), transferringduly executed by Seller, conveying and assigning and warranting the Personal Property to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any.; (c) An assignment Assignment and Assumption Agreement in the form of Exhibit E attached hereto (the “Contract General Assignment”) in the form attached hereto as Exhibit P), duly executed by Seller, assigning to PurchaserPurchaser the Intangible Property (including, of (i) those of without limitation, rights and obligations under the Contracts which Purchaser has elected in writing to assume (Chilled Water Agreements and the “Assigned Contracts”) with the agreement of Seller to indemnifyParking Agreements, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related but excluding rights to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignableSurplus Trip Counts).; (d) An assignment of lessor’s interest agreement in the Leases form of Exhibit F attached hereto assigning to Purchaser all of Seller’s rights to the Surplus Trip Counts relating to the Adjoining Project reserved to Seller pursuant to the St. Regis Trip Count Agreement (the “Lease Trip Count Assignment”) in the form attached hereto as Exhibit Q duly executed and acknowledged by Seller; (e) An affidavit from Seller which satisfies the requirements of Section 1445 of the Code, to Purchasera California Franchise Tax Board Form 590 (RE), together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising real estate transfer tax declaration or similar document as may be required under applicable Legal Requirements in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing. (e) To the extent not previously delivered to Purchaser, originals conveyance of the LeasesReal Property, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified each duly executed by Seller to be true, correct and complete copies of such originals.(if applicable); (f) Any keys in the possession of Seller to all locks located in the Property.The Seller’s Certificate; (g) Letters executed by A resolution of Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after authorizing the date sale of the Closing Property to be made at Purchaser’s direction. (h) Reasonable proof of Purchaser on the due authorization, execution terms and delivery by Seller of conditions set forth in this Agreement and the documents delivered execution of Seller’s Closing Documents, together with a good standing certificate issued by the Delaware Secretary of State with respect to Seller pursuant hereto.and confirmation from the California Secretary of State that Seller is authorized to conduct business in the State of California; (i) A Rent Rollcertificate or registration of title for any vehicle constituting part of the Personal Property, prepared not more than one (1) business day prior duly executed by Seller, conveying such vehicle to Closing, certified by Seller to be true and correct.Purchaser; (j) An affidavit from If not delivered prior to such date, the Estoppel Certificates; (k) A list of all Bookings scheduled to occur on and after the Closing, provided that Purchaser acknowledges that Seller must rely upon the Hotel Operator for the preparation and content of such listing and that Seller’s obligation under this subsection (k) shall be limited to affording a direction to Hotel Operator to prepare such listing and delivering to Purchaser any listing so prepared. Seller shall have no liability for the form or content of such listing, provided that Seller shall include in the form attached hereto as Exhibit L certifying that Seller’s Certificate delivered pursuant to Section 12(b)(i) a representation, to Seller’s actual knowledge, of the accuracy of any such Seller is not a “foreign person” within listing of Bookings delivered to Purchaser and Seller’s liability, if any, for the meaning breach of such representation shall be governed by the provisions of Section 1445(f)(312(b) and (c) below; (l) Such other instruments and documents (including a customary parties in possession affidavit, a customary mechanics’ lien affidavit, a preliminary settlement statement (which shall be subject to final reconciliation in accordance with the provisions of Section 11(h)), personal property tax forms and certificates, and notices to tenants under the Leases, and parties to the Service Contracts, the Union Contracts, the Parking Agreements, the Chilled Water Agreements and the Equipment Leases) as reasonably may be required to transfer the Property to Purchaser in accordance with this Agreement. Immediately after the Closing, Seller shall make available to Purchaser, at the Hotel, the Books and Records (and Seller shall exercise diligent and commercially reasonable efforts to ensure that Hotel Operator turns over such Books and Records to Purchaser upon the Closing), the plans and specifications, any originals in Seller’s Possession or Control of the CodeLeases, Union Contracts, Service Contracts, Equipment Leases, Chilled Water Agreements, Parking Agreements, Licenses and Permits, and warranties and guarantees relating to the Property, together with any keys and combinations to locks in the Hotel.

Seller’s Closing Documents. At the Closing, Seller the Sellers shall deliver to Purchaser Buyer the following, in form and substance reasonably acceptable to Purchaser: (a) A special warranty deed executed by Seller a Closing Certificate meeting the requirements set forth in Section 7.1; (b) an Employment Agreement for Dx. Xxxx X. Bernard in the “Deed”form acceptable to Dx. Xxxx X. Barnard and to be attached when agreed to as Schedule 2.9(b), in which is to be provided prior to Closing, including a form customary for 2- year noncompetition clause applicable within a twenty (20) mile radius of the jurisdiction where Orange Park Location. The Employment Agreement will also contain a Confidentiality Clause and a mutual Non-Disparagement Clause. (c) certificates (or a duly signed and notarized Affidavit of Lost Stock Certificate) representing all of the Property is located and otherwise satisfactory to Seller, Purchaser and Title InsurerCompany Stock, free and clear of all liensLiens (other than restrictions solely evidencing the restricted nature of such Shares pursuant to applicable state and federal securities laws) duly endorsed to Buyer or in blank or accompanied by duly executed stock powers; (d) the written resignation of each member of the Board of Directors, encumbrances, security interests, options and adverse claims each executive officer of any kind or character except the Acquired Companies effective as of the Closing Date; (e) all required consents and approvals from Governments and third parties under Material Contracts; (f) the written release of all Liens (other than Permitted Encumbrances Liens) relating to the assets of the Acquired Companies and the encumbrance of the Assumed Loan. (b) A Xxxx of SaleCompany Stock, executed by Seller the holder of or parties to each such Lien, which releases shall be reasonably satisfactory in substance and form to Buyer and its counsel; (g) a Certificate, signed by the “Xxxx of Sale”) in the form attached hereto as Exhibit O, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance Secretary of the Assumed LoanAcquired Companies, together with the original certificates of title attaching thereto, if any. (c) An assignment (the “Contract Assignment”) in the form attached hereto and certifying as Exhibit Ptrue and correct, executed by Seller, to Purchaser, of (i) those copies of resolutions duly passed by the Board of Directors of the Contracts which Purchaser has elected in writing Acquired Companies approving the entry of the Acquired Companies into this Agreement, and authorizing the Acquired Companies to assume (the “Assigned Contracts”) with the agreement perform all of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, its obligations thereunder; (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair Articles of Incorporation of the PropertyAcquired Companies, including all amendments thereto, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable). (d) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing. (e) To the extent not previously delivered to Purchaser, originals Bylaws of the LeasesAcquired Companies, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals. (f) Any keys in the possession of Seller to including all locks located in the Property. (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction.amendments thereto; (h) Reasonable proof a certificate of good standing of the due authorization, execution Acquired Companies dated within ten (10) Business Days of the Closing Date from the Florida Secretary of State (and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto.Secretary of State of each State in which the Acquired Companies are qualified or licensed as a foreign corporation); (i) A Rent Roll, prepared not more than one a new ten (110) business day prior to Closing, certified by Seller year Material Market Lease on the current operating premises at the initial term of ten (10) years with an Option for an additional ten (10) year period at the then-market rate available. The Lease will include a five (5%) Percent escalation per year (to be true and correctprovided by Seller’s). (j) An affidavit from Seller in the form attached hereto as Exhibit L certifying that such Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the CodeSelling Shareholder Agreement with a Non-Disparagement, executed by Bxxxxxx.

Seller’s Closing Documents. At the or before Closing, Seller shall execute, acknowledge (where appropriate), and deliver to Purchaser the following, in form and substance reasonably acceptable to Purchaser:each dated as of the Closing Date. 4.2.1 The limited warranty deeds (a) A special warranty deed executed by Seller (the collectively, “DeedDeeds”), in a form customary for the jurisdiction where the Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance each of the Assumed Loan. (b) A Xxxx of SaleOwned Sites, executed by Seller (the “Xxxx of Sale”) in utilizing the form are attached hereto as Exhibit O, transferringE, conveying to Purchaser fee simple title to the Owned Sites, subject only to Permitted Exceptions. 4.2.2 The assignments of ground leases assigning to Purchaser all of Seller’s rights, and assigning and warranting delegating to PurchaserPurchaser all of Seller’s duties, under the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance ground leases for each of the Assumed LoanGround Leased Sites, together with the original certificates of title thereto, if any. (c) An assignment (the “Contract Assignment”) in the form of attached hereto as Exhibit PF (collectively, executed “Ground Lease Assignments”), and to the extent either required by the Title Company or requested by Purchaser and consistent with the means through which title thereto was vested in Seller, a supplemental quitclaim deed with respect to Purchaser, the improvements located on the Ground Leased Sites in the customary form used in the applicable jurisdiction. 4.2.3 A quitclaim xxxx of (i) those sale conveying to Purchaser the tangible items of Personal Property owned by Seller and located on each of the Contracts which Purchaser has elected Properties in writing to assume (the “Assigned Contracts”) with the agreement form of Seller to indemnifyattached Exhibit G. 4.2.4 An Assignment and Assumption of Leases, protectWarranties, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related Intangible Personal Property assigning to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all Seller’s right, title and interest of Seller in the Leases, warranties and its agents in Contracts and to the Intangible Personal Property (including the Governmental Approvals with respect to the extent assignableProperties in the form of attached Exhibit H (“Assignment and Assumption”). (d) 4.2.5 An assignment affidavit of lessor’s interest Seller regarding liens, judgments, residence, tax liens, bankruptcies, parties in possession, survey and mechanics’ or materialmens’ liens and other matters affecting title to the Leases (the “Lease Assignment”) Real Property in the form attached hereto as Exhibit Q executed required by Sellerthe Title Company, to Purchaserincluding without limitation, together with an agreement any “gap indemnity” required by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the ClosingTitle Company. 4.2.6 A Foreign Investment in Real Property Tax Act (e“FIRPTA”) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals. (f) Any keys in the possession of Seller to all locks located in the Property. (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction. (h) Reasonable proof of the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto. (i) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified by Seller to be true and correct. (j) An affidavit from Seller in the form attached hereto as Exhibit L certifying stating that such Seller is not a “foreign person”, “foreign partnership”, “foreign trust” within or “foreign estate” as those terms are defined in Section 1445 of the meaning Internal Revenue Code. 4.2.7 All other documents and instruments which (a) Title Company may reasonably determine are necessary to evidence the authority of Section 1445(f)(3Seller to enter into and perform this Agreement and the documents and instruments required to be executed and delivered by Seller pursuant to this Agreement, or (b) may be required of Seller under applicable law, including any revenue or tax certificates or statements, or any affidavits, certifications or statements relating to the environmental condition of any of the Real Property, the presence (or absence) of xxxxx about the CodeReal Property, the presence (or absence) of storage tanks about the Real Property, or the extent of compliance of any of the Real Property with applicable law. 4.2.8 A settlement statement consistent with the terms of this Agreement. 4.2.9 The Ground Lease Estoppel Certificates, the Required Tenant Estoppel Certificates, the Material Declaration Estoppel Certificates and any Seller Estoppel Certificate, as provided in Section 8.4 herein. 4.2.10 A current rent roll for the Leases relating to each Property, certified by Seller to Purchaser to be true and correct as of the Closing Date (“Rent Roll”).

Seller’s Closing Documents. At the Closing, Seller shall deliver to Purchaser the following, in form and substance reasonably acceptable to Purchaser: (a) A special warranty deed executed by Seller (the “Deed”), in a form customary consideration for the jurisdiction where the Property is located terms and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loan. (b) A Xxxx of Sale, executed by Seller (the “Xxxx of Sale”) in the form attached hereto as Exhibit O, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any. (c) An assignment (the “Contract Assignment”) in the form attached hereto as Exhibit P, executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable). (d) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing. (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals. (f) Any keys in the possession of Seller to all locks located in the Property. (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction. (h) Reasonable proof of the due authorization, execution and delivery by Seller conditions of this Agreement and Purchaser’s Deliveries (as defined in Section 8(c) of this Agreement), and for the Consideration, Seller shall execute and deliver to Purchaser (or to the Title Company) the following documents delivered by Seller pursuant hereto.(collectively, “Seller’s Deliveries”): (i) A Rent RollGeneral Warranty Deed, prepared not more than one the form of which is attached as Exhibit B hereto and incorporated herein by reference (1) business day prior to Closing, certified by Seller to be true and correct.the “General Warranty Deed”); (jii) A Bill of Sale and Assignment of Interests, the form of which is attached as Exhibit C hereto and incorporated herein by reference (the “Bill of Sale”); (iii) An affidavit from Seller of title in a form reasonably acceptable to the Title Company; (iv) The Lease; (v) A termination of the Hospital Lease, the Encumbered Lease, and the Memoranda of each recorded in the Bladen County Registry at Book 66, Page 570 and Book 633, Page 581, respectively, together with a written confirmation of the cancellation, waiver and release of all rights obligations, or claims under and relating to the Hospital Lease and the Encumbered Lease (the “Lease Termination”). The form of the Lease Termination to be executed and delivered at Closing is attached hereto as Exhibit L certifying D; (vi) A termination of the Escrow Agreement, including written instructions to the Escrow Agent to disburse immediately to Purchaser all amounts in the Reserve Fund (as that such term is defined in the Hospital Lease) (the “Escrow Termination”); (vii) A written satisfaction of that certain loan from Seller is not a “foreign person” within to Bladen County Hospital (predecessor in interest to Purchaser pursuant to the meaning Assignment and Assumption Agreement) in the original principal amount of $500,000.00, as set forth in that certain Contract and Agreement dated April 21, 2005; (viii) A written waiver of Seller’s right to any reimbursement of Seller’s reasonable consulting and legal fees and expenses incurred in connection with the affiliation process as provided for in Section 1445(f)(39(c) of the CodeAssignment and Assumption Agreement; (ix) A duly adopted resolution from the Board of Commissioners of the County of Bladen and the Board of Trustees of Bladen County Hospital authorizing the transactions contemplated by this Agreement, or such other evidence of approval and authorization as is acceptable to Purchaser, in Purchaser’s sole and absolute discretion; and (x) A certificate (or certificates) signed by the Secretary of the Board of Commissioners of the County of Bladen and by the Secretary of the Board of Trustees of Bladen County Hospital and dated as of the Closing Date to the effect (i) that the representations and warranties of Seller contained in this Agreement are true and correct in all material respects as of the Closing with the same force and effect as if made at and as of the Closing and (ii) that Seller has performed and satisfied all covenants and conditions required by this Agreement to be performed or satisfied by Seller at or prior to the Closing; (xi) Any other documents reasonably required in connection with the transactions contemplated by this Agreement, or reasonably required by the Title Company.

Seller’s Closing Documents. At the Closing, Seller shall deliver to Purchaser the following, in form and substance reasonably acceptable to Purchaser: least one (a1) A special warranty deed executed by Seller (the “Deed”), in a form customary for the jurisdiction where the Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loan. (b) A Xxxx of Sale, executed by Seller (the “Xxxx of Sale”) in the form attached hereto as Exhibit O, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any. (c) An assignment (the “Contract Assignment”) in the form attached hereto as Exhibit P, executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period Business Day prior to the Closing Date, Seller will deliver the following Closing Documents to Escrow Agent, in escrow, for inspection by Purchaser in the offices of Escrow Agent and a comparable indemnity from for further delivery by Escrow Agent to Purchaser relating at the Closing (and pursuant to the period following the Closingwhich Seller will transfer, (ii) any assign, set-over and convey to Purchaser, without recourse, except as otherwise expressly set forth in this Agreement, all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all Seller's right, title and interest of in, to and under the Assets): (a) the original Notes or, if such original Notes are lost, lost note affidavits in form reasonably acceptable to Purchaser, signed by Seller and its agents Bank of New York Mellon or Xxxxx Fargo Bank, N.A. (or their successor trustee), as applicable; (b) an endorsement to each Note endorsed to Purchaser, substantially in the form of Exhibit I to this Agreement, originally executed by Seller; (c) an original Assumption Agreement executed in counterpart by Seller; (d) UCC-3 Financing Statements (or the equivalent) reflecting the transfer of all of Seller's right, title and interest in, to and under the Loans to Purchaser, assigning to Purchaser the rights of such parties as "Secured Party" under each applicable UCC-1 financing statement; (e) original termination of assignment documents executed by Seller and Bank of New York Mellon or Xxxxx Fargo Bank, N.A., as appropriate, in form reasonably acceptable to Purchaser, terminating any earlier assignment executed by one or more of the Receivership Entities and delivered to Bank of New York Mellon and/or Xxxxx Fargo Bank, N.A., as and for a collateral assignment of documents relating to any of the Assets; (f) original Borrower Notice Letters, executed in counterpart by Seller; (g) a fully executed and acknowledged deed in the form attached as Exhibit "J" conveying the Atlanta Property to Purchaser; (h) a Proration Schedule prepared pursuant to Section 3.9(a). executed by Seller; (i) a countersigned counterpart of the Xxxx of Sale; (j) any master keys for the Atlanta Property in Seller's possession (if any) (which shall be delivered outside of Escrow notwithstanding anything to the contrary set forth above); and (k) such other documents as Purchaser or Escrow Agent may reasonably request in order to transfer to Purchaser all right title and interest in and to the Intangible Personal Property (including Assets and otherwise to effectuate the Governmental Approvals intent of this Agreement. As a covenant to survive Closing, in the extent assignable). (d) An assignment of lessor’s event Purchaser reasonably determines after Closing that additional documents are necessary to transfer to Purchaser all right title and interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, and to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing. (e) To the extent not previously delivered to Purchaser, originals of the Leases, Assets and otherwise to effectuate the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals. (f) Any keys in the possession of Seller to all locks located in the Property. (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction. (h) Reasonable proof of the due authorization, execution and delivery by Seller intent of this Agreement and the Agreement, Seller agrees to deliver such documents delivered by Seller pursuant hereto. to Purchaser within ten (i) A Rent Roll, prepared not more than one (110) business day prior to Closing, certified by Seller to be true and correctdays after request therefor. (j) An affidavit from Seller in the form attached hereto as Exhibit L certifying that such Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code.

Seller’s Closing Documents. At the Closing, Seller shall deliver to Purchaser Escrowee, pursuant to the followingEscrow, in form and substance reasonably acceptable on or before 12:00 Noon Central Time on the Closing Date, the following documents, all of which shall be subject to Purchaser’s prior review and approval as to form, scope and substance, the delivery of all of which shall be a specific condition to Closing: (ai) The Deed; (ii) The CF Lease Amendment (as hereinafter defined), signed by CF and Seller; (iii) The Lundbeck Lease Amendment (as hereinafter defined), signed by Lundbeck and Seller; (iv) The Amgen Lease Amendment (as hereinafter defined), signed by Amgen and Seller; (v) The Randstad Lease Amendment (as hereinafter defined), signed by Randstad and Seller; (vi) Bifurcation Agreement and First Amendment to Food Service Facility Lease Agreement, whereby Seller’s lease of the Three Parkway Cafeteria Premises and the Nine Parkway Cafeteria Premises to the Cafeteria Operator are bifurcated into two leases, signed by the Cafeteria Operator and Seller; (vii) The Title Policy; (viii) A special warranty deed xxxx of sale executed by Seller in the form of Exhibit J attached hereto and made a part hereof, whereby the Personal Property is transferred from Seller to Purchaser; (ix) A non-foreign certificate in accordance with the provisions of Section 19 hereof; (x) All of the Tenants’ insurance certificates as required under the Leases; (xi) A certificate from Seller stating that the representations and warranties set forth in Section 8 are true and correct as of the date of Closing in the form of Exhibit G attached hereto and made a part hereof; (xii) A certificate of Seller certifying to Purchaser that a copy of the Leases was delivered to Purchaser as of the Closing Date, in the form of Exhibit H attached hereto and made a part hereof; (xiii) An ALTA statement; (xiv) A personal “GAP” undertaking of Seller; (xv) A change in ownership letter executed by Seller addressed to Tenants under the Leases in the form of Exhibit I attached hereto and made a part hereof; (xvi) Such proof of Seller’s authority and authorization to enter into this Agreement and perform Seller’s obligations under this Agreement as may be reasonably required by Title Company; (xvii) That certain Letter of Credit (the “DeedLetter of Credit”) issued by Bank of America, N.A. dated March 13, 2009 in the face amount of Eighty Thousand Dollars ($80,000.00) showing Seller as the beneficiary issued as security for the obligations of Lundbeck, Inc., an Illinois corporation (“Lundbeck”) under the Lundbeck Lease (as hereinafter defined), in a form customary for together with such documents as may be required by the jurisdiction where issuer to cause the Property is located and otherwise satisfactory issuer to Seller, Purchaser and Title Insurer, free and clear re-issue the Letter of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loan. (b) A Xxxx of Sale, executed by Seller (the “Xxxx of Sale”) in the form attached hereto as Exhibit O, transferring, conveying and assigning and warranting Credit to Purchaser, as beneficiary, after Closing. Purchaser will not receive a credit against the Personal Property, free Purchase Price for such Letter of Credit. Purchaser will be responsible for having any such documents lodged with and clear of all liens, encumbrances, security interests, options and adverse claims of accepted by the issuer after Closing. Seller will be responsible for paying the issuer any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any. (c) An assignment (the “Contract Assignment”) in the form attached hereto as Exhibit P, executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising transfer fee charged in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair transfer of the Property, and (iii) all right, title and interest such Letter of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable).Credit; (dxviii) An assignment of lessor’s interest in The Property Management Agreement (as hereinafter defined), signed by the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing. (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated Property Manager if required pursuant to Section 9(c), certificate(s) 7.H. hereof or evidence of occupancy and other instruments evidencing the Governmental Approvals in termination of Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals.existing property management agreement; and (fxix) Any keys in Such other documents as Purchaser may reasonably request to enable Purchaser to consummate the possession transaction contemplated by this Agreement, provided none of said additional documents impose any cost or obligation upon Seller not otherwise specifically imposed upon Seller pursuant to all locks located in the Property. (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction. (h) Reasonable proof of the due authorization, execution and delivery by Seller terms of this Agreement and the documents delivered by Seller pursuant heretoAgreement. (i) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified by Seller to be true and correct. (j) An affidavit from Seller in the form attached hereto as Exhibit L certifying that such Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code.