Common use of Seller’s Closing Obligations Clause in Contracts

Seller’s Closing Obligations. On the Closing Date, Seller, at its sole cost and expense, will deliver to Purchaser the following items: (a) A special warranty deed (the “Deed”), duly executed and acknowledged by Seller, conveying to Purchaser the Real Property and the Improvements, subject only to the Permitted Exceptions; (b) A xxxx of sale in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (g) A certificate in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (i) A certificate, dated as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)); (j) An Affidavit of Title in form and substance reasonably satisfactory to the Title Company; and (k) A counterpart original of an operating agreement in the form of Exhibit L attached to this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”).

Seller’s Closing Obligations. On At the Closing DateClosing, Seller, at its sole cost and expense, will deliver to Purchaser the following itemsdocuments: (a) A special warranty deed (the “"Deed”"), duly executed and acknowledged by Seller, conveying to the Purchaser the Real Property and the Improvements, Improvements subject only to the Permitted Exceptions; (b) A blanket assignment and xxxx of sale in the form attached hereto as Exhibit C (the “"Xxxx of Sale”"), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption of the Seller’s 's interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “"Assignment of Leases”"), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s 's right, title and interest, as lessor, interest in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s 's interest in the Service Contracts (other than any Service Contracts as those to which Purchaser has notified Seller prior be terminated pursuant to the expiration of the Evaluation Period that Purchaser elects not to assume at ClosingSection 5.4) and the Licenses and Permits in the form attached hereto as Exhibit A (the “"Assignment”"), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s 's right, title, and interest, if any, in such the Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (g) A certificate in the form attached hereto as Exhibit I J (“"Certificate as to Foreign Status”") certifying that Seller is not a “"foreign person” " as defined in Section 1445 of the Internal Revenue Code of 1986Code, as amendedwell as any form or other document required under applicable laws to be executed by Seller in connection with any transfer tax applicable to the transaction contemplated by this Agreement; (h) All original Leases, to the extent in Seller’s 's possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession 's control bearing on the Property; (i) A certificate, dated as of the Closing Datedate of Closing, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreementand subject to Section 8.4) or identifying any representation or warranty which is not, including but not limited to updates or no longer is, true and correct and explaining the state of facts giving rise to the Lease Schedulechange. Subject to 8.3(b), Schedule in no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder if any representation or warranty is not true and correct in all material respects; provided, however, that such event shall constitute the non-fulfillment of Service Contracts and Arrearage Schedule as the condition set forth in Section 9.1(b)). If, despite changes or other matters described in such certificate, the Closing occurs, Seller's representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in such certificate; (j) An Affidavit The Rent Roll, updated to show any changes dated as of Title in form and substance reasonably satisfactory no more than five (5) Business Days prior to the Title CompanyClosing Date; and (k) Counterparts of the transfer tax declarations, duly executed by Seller; (l) A counterpart original of an operating agreement in the form of Exhibit L attached to this AgreementClosing Statement, duly executed by Seller Seller; (m) An original executed estoppel certificate from each Tenant, subject to Section 7.2. (n) Such other documents as may be reasonably necessary or an affiliate appropriate to effect the consummation of Seller (the “Operating transaction which is the subject of this Agreement”).

Seller’s Closing Obligations. On the Closing Date, Seller, at its sole cost and expense, will deliver to Purchaser the following items: (a) A special warranty bargain and sale deed with covenant against grantor’s acts (the “Deed”), duly executed and acknowledged by Seller, conveying to Purchaser the Real Property and the Improvements, subject only to the Permitted Exceptions; (b) A xxxx of sale in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (g) A certificate in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (i) A certificate, dated as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)); (j) An Affidavit of Title in form and substance reasonably satisfactory to the Title Company; and; (k) A counterpart original of an operating agreement in the form of Exhibit L attached to this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”); and (l) An properly completed and executed (i) New Jersey Affidavit of Consideration for Use by Seller Form RTF-1 to be filed with the Deed; and (ii) to the extent applicable, a Residency Certificate/Exemption Form (Form GIT-REP 3) or Nonresident Seller’s Tax Declaration.

Seller’s Closing Obligations. On At the Closing DateClosing, Seller, at its sole cost and expense, Seller will deliver to Purchaser the following itemsdocuments: (a) A special warranty deed for the Property (the “Deed”"DEED"), duly executed and acknowledged by Seller, conveying to Purchaser the Real Property and the Improvements, Improvements subject only to the relevant Permitted Exceptions; (b) A blanket assignment and xxxx of sale for the Property in the form attached hereto as Exhibit EXHIBIT C (the “Xxxx of Sale”each, a "XXXX OF SALE"), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, Purchaser title to the Personal Property, with special warranty of title; (c) A counterpart original of an assignment and assumption of Seller’s 's interest, as lessor, in the Leases and Security Deposits for the Property in the form attached hereto as Exhibit EXHIBIT B (the “Assignment of Leases”each, an "ASSIGNMENT OF LEASES"), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s 's right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s 's interest in the Service Contracts Spectrasite Agreements (other than any Service Contracts if Purchaser fails to comply with the requirements in Section 3.2), Construction Agreements (subject to a credit at Closing in favor of Purchaser as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closingset forth in Section 10.4(b)) and the Licenses and Permits in the form attached hereto as Exhibit EXHIBIT A (the “Assignment”each, an "ASSIGNMENT"), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s 's right, title, and interest, if any, in such Service Contracts the Construction Agreements (if Seller fulfills its obligations under the second sentence of Section 3.2 and the second sentence of Section 10.3(i), as applicable), the Licenses and PermitsPermits and the Spectrasite Agreements (to the extent the Spectrasite Agreements pertain to the Property and unless Purchaser complies with the requirements in Section 3.2); (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (g) A certificate in the form attached hereto as Exhibit EXHIBIT I (“Certificate as to Foreign Status”"CERTIFICATE AS TO FOREIGN STATUS") certifying that Seller is not a “"foreign person” " as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (h) All original Leases, Licenses and Permits, Leasing Commission Agreements, Construction Agreements and Spectrasite Agreements (unless Purchaser complies with the requirements in Section 3.2) in Seller's possession (or copies where originals are not available), all of which may remain on site at the Property and need not be delivered to the extent in Seller’s possession, location of the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the PropertyClosing; (i) A certificate, dated as of the Closing Datedate of Closing, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications as permitted by this Agreement to reflect any changes therein that are not prohibited by this Agreementtherein) or identifying any representation or warranty which is not, including but not limited to updates or no longer is, true and correct and explaining the state of facts giving rise to the Lease Schedulechange. In addition, Schedule such certificate shall also include a representation by Seller, with respect to any Construction Contracts for which a Construction Contract Estoppel is not obtained by Seller in accordance with Section 3.2, that (1) the Construction Contract is in full force and effect, (2) no material event of Service Contracts default or any event that, with the giving of notice or passage of time could become a material event of default, exists under such Construction Contract, and Arrearage Schedule as (3) the balance due under such Construction Contract (which shall be stated in such certification) is sufficient to complete the work contemplated by such Construction Contract. Except in the event of fraud by Seller, Seller shall not be liable to Purchaser for, or be deemed to be in default hereunder, if any representation or warranty is not true and correct in all material respects; provided, however, that such event shall constitute the non-fulfillment of the condition set forth in Section 9.1(b), entitling Purchaser to terminate this Agreement by written notice to Seller and receive the prompt return of the Xxxxxxx Money Deposit from the Escrow Agent, together with the interest earned thereon, whereupon Purchaser and Seller will have no further rights or obligations under this Agreement, except with respect to the Termination Surviving Obligations; and provided, further, that if such representation or warranty is not true and correct in all material respects as a result of a breach of this Agreement by Seller, rather than as a result of changing circumstances not caused by Seller's breach, then Seller shall be in default hereunder and Purchaser shall be entitled to all of its remedies under Section 13.1, unless such default can be cured by the expenditure or payment of money, in which case Purchaser will not have the right to terminate this Agreement as a result thereof so long as Purchaser receives a credit at Closing in the amount required to cure such default. Notwithstanding anything herein to the contrary, however, if, after the expiration of the Evaluation Period, any representation and warranty provided by Seller in Sections 8.1(d) (except to the extent that such legal actions, suits or proceedings are not adequately covered by insurance and relate to (i) a violation of Environmental Laws, which, if adversely determined, would materially and adversely affect the value of the Property or (ii) Seller's ability to consummate the transaction contemplated hereby);, or (h) (first sentence only) above is no longer true and correct in all material respects (with appropriate modifications as permitted by this Agreement to reflect any changes therein) and is disclosed accordingly by Seller to Purchaser, Purchaser shall not be entitled to terminate this Agreement. If, despite changes or other matters described in such certificate, the Closing occurs, Seller's representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in such certificate; and (j) An Affidavit The Lease Schedule, updated to show any changes, to Seller's Knowledge, dated as of Title in form and substance reasonably satisfactory no more than one (1) Business Day prior to the Title Company; andClosing Date. (k) A counterpart original Such affidavits or other documents as may reasonably be required by the Title Company to issue the Title Policy subject only to the Permitted Exceptions. (l) To the extent in Seller's possession or control, (i) all access and security cards to restricted or secured areas of an operating agreement in the form Property and (ii) keys to all locks at the Property, all of Exhibit L attached which may remain on site at the Property and need not be delivered to this Agreementthe location of the Closing. (m) An Operating Statement for May 2002 if the Closing occurs on or after June 16, duly executed by Seller or an affiliate of Seller 2002 and the Arrearages Schedule updated to show any changes from EXHIBIT K and dated no more than one (1) Business Day prior to the “Operating Agreement”)Closing Date.

Seller’s Closing Obligations. On At the Closing DateClosing, Sellerand as a condition to the payment of the Purchase Price, at its sole cost and expense, will Seller shall deliver or cause to Purchaser be delivered to Buyer the following itemsfollowing: (a) A special warranty a grant deed (in the “Deed”)customary and proper form for recording, duly properly executed and acknowledged by Seller, conveying so as to Purchaser convey the Real real estate portion of the Property and the Improvementsto Buyer, subject only to the Permitted Exceptions, sufficient to allow for issuance by Title Company of an ALTA owner's title insurance policy, 1970 Owner's Form (or if such form is unavailable, the ALTA 1992 form with the creditor's rights and arbitration exceptions deleted), including such endorsements as Buyer shall reasonably require, subject only to the Permitted Exceptions and such matters as Buyer elects to take subject to pursuant to Section 4.4, with a liability limit equal to the Purchase Price plus, if applicable, the Additional Consideration (the "Title Policy"); (b) A xxxx such affidavits of sale title and other customary documents and instruments as the Title Company may reasonably require in accordance with customary practice, including a duly executed affidavit that Seller is not a "foreign corporation" as defined in the Code in the form attached hereto to this Agreement as Exhibit C (the “Xxxx of Sale”), and a duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal PropertyCalifornia Franchise Tax Board Form 590-RE; (c) A counterpart original a xxxx of an assignment and assumption sale transferring the FF&E in accordance with Section 5.2 of Seller’s interest, as lessor, in this Agreement to the Leases and Security Deposits Buyer in the form attached hereto to this Agreement as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security DepositsD; (d) A counterpart original of an assignment and assumption of Seller’s interest in license affecting the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits Property in the form attached hereto to this Agreement as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and PermitsI; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (g) A a certificate in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (i) A certificate, dated as of the Closing Date, stating that the representations and warranties of Seller contained made in Section 8.1 this Agreement are true and correct in all material respects as of the Closing Date Date; (with appropriate modifications to reflect f) any changes therein that other documents reasonably necessary for the consummation of the transaction contemplated by this Agreement; (g) two (2) duplicate originals of the Lease executed by Seller, as tenant, dated as of the date of Closing; (h) originals (or legible copies, where originals are not prohibited by available) of all documents and instruments being transferred to Buyer in accordance with this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service without limitation all assigned Contracts and Arrearage Schedule as set forth in Section 9.1(b))all Building Records; (i) a computer diskette containing this Agreement and all closing documents prepared by Seller; and (j) An Affidavit of Title in form and substance reasonably satisfactory to the Title Company; and (k) A counterpart original of an operating agreement in the form of Exhibit L attached to this Agreement, duly executed by Seller or an affiliate a UCC search of Seller run in San Francisco County, California and the California Secretary of State dated within five (5) Business Days of the “Operating Agreement”)Closing Date, showing that no liens affect the Property to be conveyed at Closing other than liens being released on or before the Closing Date.

Seller’s Closing Obligations. On the Closing Date, Seller, at its sole cost and expense, will deliver for the Property (i) the following items (a), (b), (c), (d), (e), (f), (j), (k), (l), (m), (n) and (o) in escrow with the Title Company pursuant to Section 4.4 on or before the Deposit Time, and (ii) upon receipt of the Purchase Price, Seller shall deliver items (g), (h) and (i) to Purchaser at the following itemsProperty: (a) A special warranty deed (substantially in the “Deed”)form attached hereto as Exhibit I, duly executed and acknowledged by Seller, Seller conveying to Purchaser the Real Property and the ImprovementsImprovements (the “Deed”), subject only which Deed shall be delivered to Purchaser by the Title Company agreeing to cause same to be recorded in the Official Records; additionally, if the legal description of any Real Property drawn from the final versions of the Updated Survey differs from the description set forth in Exhibit A attached hereto, Seller shall, in addition to the Permitted ExceptionsDeed, deliver to Purchaser at Closing a non-warranty deed using the description of the Real Property from the final version of the Updated Survey to be recorded immediately following the recordation of the Deed; (b) A xxxx Four (4) counterparts of sale the general conveyance substantially in the form attached hereto as Exhibit C H (the “Xxxx of SaleGeneral Conveyance”), ) duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original Four (4) counterparts of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (fd) Evidence reasonably satisfactory to Purchaser and Title Company (to enable the Title Company to issue the Title Policy without except for matters related to the lack of authority of Seller to convey the Property) that the person executing the documents delivered by Seller pursuant to this Section 10.3 Closing Documents on behalf of Seller has full right, power, power and authority to do so, and evidence that Seller is duly organized and authorized to execute this Agreement and all other documents required to be executed by Seller hereunder; (ge) A certificate in the form attached hereto as Exhibit I J (“Certificate as to Foreign Status”) from Seller certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (hf) All original LeasesThe Tenant Deposits, to the extent in at Seller’s possessionoption, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; either (i) A certificate, dated as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)); (j) An Affidavit of Title in form and substance reasonably satisfactory to the Title Company; and (k) A counterpart original of an operating agreement in the form of Exhibit L attached a cashier’s check issued by a bank reasonably acceptable to this AgreementPurchaser, duly executed by or (ii) as part of an adjustment to the Purchase Price. With respect to those Tenant Leases for which Seller or an affiliate its lender are holding letters of credit as security deposits, there shall not be any credit to, or adjustment in, the Purchase Price, and Seller (shall deliver such original letters of credit to Purchaser at Closing, together with all necessary transfer documentation, so that Purchaser and the “Operating Agreement”).applicable Tenants can arrange to have the letters of credit reissued in favor of, or endorsed to, Purchaser. Seller agrees to cooperate with Purchaser post-Closing in connection with the reissuance or endorsement of any letters of credit and act at the reasonable discretion of Purchaser with respect thereto, until the letters of credit are re-issued or endorsed to Purchaser, provided Purchaser shall pay all transfer and/or other fees relating to such transfers of letters of credit;

Seller’s Closing Obligations. On At the Closing DateClosing, Seller, at its sole cost and expense, Seller will deliver to Purchaser Escrow Agent the following itemsdocuments: (a) A special warranty deed for each Project with covenants against the grantor's acts (the “Deed”each, a "DEED"), duly executed and acknowledged by Seller, conveying to Purchaser the Real Property and the Improvements, Improvements subject only to the relevant Permitted Exceptions; (b) A blanket assignment and xxxx of sale for each Project in the form attached hereto as Exhibit EXHIBIT C (the “Xxxx of Sale”each, a "XXXX OF SALE"), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A Two counterpart original originals of an assignment and assumption of Seller’s 's interest, as lessor, in the Leases and Security Deposits for each Project in the form attached hereto as Exhibit EXHIBIT B (the “Assignment of Leases”each, an "ASSIGNMENT OF LEASES"), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s 's right, title and interest, as lessor, in the Leases and Security Deposits; (d) A Two counterpart original originals of an assignment and assumption of Seller’s 's interest in the Spectrasite Agreements, the Service Contracts (other than any Service Contracts as to which being assumed by Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits for each Project in the form attached hereto as Exhibit EXHIBIT A (the “Assignment”each, an "ASSIGNMENT"), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s 's right, title, and interest, if any, in such the Service Contracts and being assumed by Purchaser, the Licenses and PermitsPermits and the Spectrasite Agreements (only to the extent the Spectrasite Agreements pertain to the Property), together with consents to such assignments to the extent required by the relevant agreement, license or permit and obtained by Seller, provided that Seller shall be obligated only to make commercially reasonable efforts to obtain such required consents and Seller's failure to do so shall not constitute a failure of a condition precedent to Closing or a default under this Agreement and Purchaser shall not have a right to terminate this Agreement or pursue any other remedy hereunder if Seller is unable to obtain any such consent; (e) The Tenant Notice Letters, duly executed by Seller, with respect provided that, at least five (5) Business Days prior to Closing, Purchaser shall provide to Seller, in writing, the Tenantsname and address to which Rental is to be paid after Closing and, if such information is so delivered, Seller shall prepare the Tenant Notice Letters for Purchaser's signature as required under Section 10.2(f); (f) The Mezzanine Loan Documents to be executed by Seller and the Mezzanine Lender's executed counterpart of the Intercreditor Agreement in a form satisfactory to the Mezzanine Lender in its sole and absolute discretion; (g) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (gh) A certificate in the form attached hereto as Exhibit I EXHIBIT J (“Certificate as to Foreign Status”"CERTIFICATE AS TO FOREIGN STATUS") certifying that Seller is not a “"foreign person” " as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (hi) All Copies of the Spectrasite Agreements, all original Leases, to the extent in Seller’s possession's possession or control (or copies where originals are not available), the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts being assumed by Purchaser in Seller’s 's possession bearing or control (or copies where originals are not available), and all Documents, all of which may remain on site at the PropertyProject to which they pertain and need not be delivered to the location of the Closing; (ij) A certificate, dated as of the Closing Datedate of Closing, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited as permitted by this Agreement) or identifying any representation or warranty which is not, including but not limited to updates or no longer is, true and correct and explaining the state of facts giving rise to the Lease Schedulechange. In no event shall Seller be liable to Purchaser for, Schedule or be deemed to be in default hereunder, if any representation or warranty is not true and correct in all material respects (unless Seller failed to perform covenants under this Agreement and such failure caused such representation or warranty to no longer be true and correct in all material respects, in which event Purchaser shall be entitled to the remedy set forth in the second sentence of Service Contracts Section 13.1(b), or unless Seller knowingly and Arrearage Schedule as intentionally made a representation or warranty that was materially untrue at the time it was made, in which event Purchaser shall be entitled to all of the remedies set forth in Section 13.1(b)); PROVIDED, HOWEVER, that such event shall constitute the non-fulfillment of the condition set forth in Section 9.1(b), entitling Purchaser to terminate this Agreement by written notice to Seller and receive the prompt return of the Xxxxxxx Money Deposit from the Escrow Agent, together with the interest earned thereon, whereupon Purchaser and Seller will have no further rights or obligations under this Agreement, except with respect to the Termination Surviving Obligations. Notwithstanding anything herein to the contrary, however, if, after the expiration of the Evaluation Period, any representation and warranty provided by Seller in Sections 8.1(d) (except to the extent such legal actions, suits or proceedings are not adequately covered by insurance and relate to (1) violations of Environmental Laws which, if adversely determined, would materially and adversely affect the value of a Project or the continued operations thereof or (2) Seller's ability to consummate the transactions contemplated hereby or (3) the validity or enforceability of this Agreement); , (g) (other than subpart (iii) thereof), (h) (only subpart (i) of the first sentence and, to the extent relating to a Service Contract not being assumed by Purchaser at Closing or relating to a Service Contract that is terminable upon thirty (30) days notice or less, subpart (ii) of the first sentence), (i) (but only to the extent that such change would not have a material adverse effect on the value of a Project or continued operations thereof), or (j) An Affidavit above is no longer true and correct in all material respects (with appropriate modifications to reflect any changes therein as permitted by this Agreement) and is disclosed accordingly by Seller to Purchaser, Purchaser shall not be entitled to terminate this Agreement as a result thereof unless the inaccurate representation prevents Purchaser from obtaining its intended financing for its acquisition of Title the Property. If, despite changes or other matters described in form such certificate, the Closing occurs, Seller's representations and substance reasonably satisfactory warranties set forth in this Agreement shall be deemed to the Title Companyhave been modified by all statements made in such certificate; and (k) A counterpart original The Lease Schedule and Rent Rolls, updated to show any changes, dated no more than five (5) days prior to the Closing Date, and certified by Seller as being, to Seller's Knowledge, true and accurate in all material respects. (l) Such affidavits or other documents as may reasonably be required by the Title Company to issue each Title Policy subject only to the Permitted Exceptions and to modify or eliminate the standard exceptions described in Section 9.1(f) above. (m) The marked-up Title Commitments required by Section 9.1(f) above. (n) To the extent in Seller's possession or control, originals of complete sets of all architectural, mechanical, structural, electrical and as-built plans and specifications used in connection with (i) the construction of or alterations or repairs to each Project and (ii) the initial construction of the Improvements, all of which may remain on site at the Project to which they pertain and need not be delivered to the location of the Closing. (o) All current unpaid real estate and personal property tax bills relating to each Project and in Seller's possession or control, all of which may remain on site at the Project to which they pertain and need not be delivered to the location of the Closing. (p) All Documents in Seller's possession or control that are necessary to maintain the continuity of operation of the Property, all of which may remain on site at the Project to which they pertain and need not be delivered to the location of the Closing. (q) To the extent in Seller's possession or control, (i) all access and security cards to restricted or secured areas of each Project and (ii) keys to all locks at each Project, together with an operating agreement accounting for such keys and access and security cards in the form possession of Exhibit L attached others, to the extent such an accounting exists as of the Effective Date, all of which may remain on site at the Project to which they pertain and need not be delivered to the location of the Closing (r) Possession of each Project subject only to the Permitted Exceptions. (s) Such other documents as may reasonably be necessary or appropriate to effect the consummation of the transaction contemplated by this Agreement, duly executed by Seller or an affiliate including, if applicable, assignments of Seller (the “Operating Agreement”)any Security Deposits that are letters of credit.

Seller’s Closing Obligations. On the Closing Date, Seller, at its sole cost and expense, will deliver to Purchaser the following items: (a) A special warranty bargain and sale deed with covenants against grantor’s acts, conveying the Property in fee simple to Purchaser, and containing the covenant required by Subdivision 5 of Section 13 of the Lien Law of the State of New York (the “Deed”), duly executed and acknowledged by Seller, conveying to Purchaser the Real Property and the Improvements, subject only to the Permitted Exceptions; (b) A xxxx of sale in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits (and the Apex Agreement, it being agreed that Purchaser shall assume the Apex Agreement) in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (g) A certificate in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (i) A certificate, dated as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)); (j) An Affidavit of Title in form and substance reasonably satisfactory to the Title Company; and; (k) A counterpart original of an operating agreement in the form of Exhibit L attached to this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”); and (l) Properly completed, signed and notarized copies of Forms T.P.-584 and RP-5217 of the New York State Tax Commission accompanied by a check payable either to the Title Company or to the order of the County Clerk in payment of the tax due upon the transfer of the Property. Purchaser agrees to sign and to direct the Title Company to deliver such Forms and such check to the County Clerk with the deed promptly after the Closing.

Seller’s Closing Obligations. On At the Closing Datewith respect to a Property, SellerSeller shall furnish and deliver to the Purchaser, at its sole cost and Seller's expense, will deliver to Purchaser the following itemsfollowing: (a) A special warranty deed The Deed, Title Policy (or the “Deed”Title Commitment marked-up and initialed by the Title Company), Assignment, Xxxx of Sale, Certificate of Non-Foreign Status, Closing Certificate, Right to Purchase Agreement, Lease, and Seller Option Agreement, each duly executed and acknowledged by SellerSeller and, conveying to Purchaser as appropriate, in recordable form acceptable in the Real state and county in which each Property and the Improvements, subject only to the Permitted Exceptions;is located. (b) A xxxx Certificates of sale casualty and fire insurance for the Property and satisfactory evidence of all other insurance coverages as required pursuant to the Lease showing Purchaser as additional insured and loss payee thereunder, as required by the Lease, with appropriate provisions for prior notice to Purchaser in the event of cancellation or termination of such policies and otherwise in form attached hereto and substance as Exhibit C required by the Lease. (c) Search Reports, dated not more than fifteen (15) days prior to Closing, evidencing no UCC-1 Financing Statements or other filings in the “Xxxx name of Sale”Seller with respect to the Property which will remain on the Property after the Closing or an indemnification in form reasonably acceptable to Seller and Purchaser with respect to any such UCC-1 Financing Statements or other filings. (d) Such affidavits or letters of indemnity as the Title Company shall reasonably require in order to omit from the Title Policy all exceptions for unfiled mechanic's, materialman's or similar liens and rights of parties in possession (other than Seller under the Lease and other tenants under leases disclosed in the Due Diligence Materials). (e) Any and all transfer declarations or disclosure documents, duly executed by Sellerthe appropriate parties, assigning and conveying to Purchaserrequired in connection with the Deed by any state, without representation county or warranty, title to municipal agency having jurisdiction over the Personal Property; (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in Property or the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants;transactions contemplated hereby. (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf An opinion of Seller has full right, power, and authority to do so; (g) A certificate in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (i) A certificate's counsel, dated as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)); (j) An Affidavit of Title in form and substance reasonably satisfactory to the Title Company; and (k) A counterpart original of an operating agreement in the form of Exhibit L EXHIBIT N-1, attached hereto. (g) Such instruments or documents as are necessary, or reasonably required by Purchaser or the Title Company, to evidence the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the purchase and sale transaction contemplated hereby. (h) Such other documents as are reasonably required by Purchaser to carry out the terms and provisions of this Agreement. (i) All necessary approvals, duly executed by Seller or an affiliate consents, certificates and the like of Seller (third parties to the “Operating Agreement”)validity and effectiveness of the transactions contemplated hereby.

Seller’s Closing Obligations. On the Closing Date, SellerSellers, at its their sole cost and expense, will deliver for the Property (i) the following items (a), (b), (c), (d), (e), (f), (j), (k), (l), (m) and (n) in escrow with the Title Company pursuant to Section 4.4 on or before the Deposit Time, and (ii) upon receipt of the Purchase Price, the applicable Seller shall deliver items (g), (h) and (i) to Purchaser at the following itemsapplicable Property: (a) A special warranty deed (the “Deed”), duly executed and acknowledged by Seller, conveying to Purchaser the Real Property and the Improvements, subject only to the Permitted Exceptions; (b) A xxxx of sale substantially in the form attached hereto as Exhibit C I, duly executed and acknowledged by the HR Parkland Seller conveying to Purchaser the Shoppes at Parkland Real Property and the Shoppes at Parkland Improvements (the “Xxxx of SaleShoppes at Parkland Deed”), duly executed by Seller, assigning ) and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits a special warranty deed substantially in the form attached hereto as Exhibit B I, duly executed and acknowledged by the HR Venture Properties I Seller conveying to Purchaser the University Palms Real Property and the University Palms Improvements (the “Assignment of LeasesUniversity Palms Deed” and together with the Shoppes at Parkland Deed, the “Deeds”), duly executed by Seller, conveying and assigning which Deeds shall be delivered to Purchaser all by the Title Company agreeing to cause same to be recorded in the Official Records; additionally, if the legal description of Seller’s rightany Real Property drawn from the final versions of the Updated Surveys differs from the descriptions set forth in Exhibit X-0, title and interestXxxxxxx X-0 and/or Exhibit A-3 attached hereto, as lessorSellers shall, in addition to the Leases and Security DepositsDeeds, deliver to Purchaser at Closing a quitclaim deed using the description of the applicable Real Property from the final versions of the Updated Surveys to be recorded immediately following the recordation of the Deeds; (db) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts Four (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration 4) counterparts of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits general conveyance substantially in the form attached hereto as Exhibit A H (the “AssignmentGeneral Conveyance”), ) duly executed by the applicable Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (ec) The Four (4) counterparts of the form of Tenant Notice Letters, duly executed by the applicable Seller, with respect to the Tenants; (fd) Evidence reasonably satisfactory to Purchaser and Title Company (to enable the Title Company to issue the Title Policy without except for matters related to the lack of authority of Seller to convey the Property) that the person executing the documents delivered by Seller pursuant to this Section 10.3 Closing Documents on behalf of such Seller has full right, power, power and authority to do so, and evidence that such Seller is duly organized and authorized to execute this Agreement and all other documents required to be executed by such Seller hereunder; (ge) A certificate in the form attached hereto as Exhibit I J (“Certificate as to Foreign Status”) from such Seller certifying that such Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (hf) All original LeasesThe Tenant Deposits, to the extent in at such Seller’s possessionoption, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; either (i) A certificate, dated as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)); (j) An Affidavit of Title in form and substance reasonably satisfactory to the Title Company; and (k) A counterpart original of an operating agreement in the form of Exhibit L attached a cashier’s check issued by a bank reasonably acceptable to this AgreementPurchaser, duly executed by or (ii) as part of an adjustment to the Purchase Price. With respect to those Tenant Leases for which such Seller or an affiliate its lender are holding letters of credit as security deposits, there shall not be any credit to, or adjustment in, the Purchase Price, and such Seller (shall deliver such original letters of credit to Purchaser at Closing, together with all necessary transfer documentation, so that Purchaser and the “Operating Agreement”).applicable Tenants can arrange to have the letters of credit reissued in favor of, or endorsed to, Purchaser. Each Seller agrees to cooperate with Purchaser post-Closing in connection with the reissuance or endorsement of any letters of credit and act at the reasonable discretion of Purchaser with respect thereto, until the letters of credit are re-issued or endorsed to Purchaser, provided Purchaser shall pay all transfer and/or other fees relating to such transfers of letters of credit;

Seller’s Closing Obligations. On At or before the Closing DateDeposit Time, Seller, at its sole cost and expense, will deliver the following items (a), (b), (c), (d), (e), (g), (i), (j) (k) and (l) in escrow with the Title Company pursuant to Section 4.3; and upon receipt of the Purchase Price, Seller shall deliver the following items (f) and (h) to Purchaser at the following itemsProperty: (a) A special limited warranty deed substantially in the form attached hereto as Exhibit G (the “"Deed”"), duly executed and acknowledged by Seller, Seller conveying to Purchaser the Real Property and the Improvements, Improvements subject only to the Permitted Exceptions, which Deed shall be delivered to Purchaser by the Title Company agreeing to cause same to be recorded in the Official Records (with documentary transfer tax information to be affixed after recording); (b) A xxxx of sale in the form attached hereto as Exhibit C (the “Xxxx of Sale”), The General Conveyance duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (fd) Evidence reasonably satisfactory to Purchaser and the Title Company and Purchaser that the person executing the Closing documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, power and authority to do so; (ge) A certificate in the form attached hereto as Exhibit I H (“"Certificate as to Foreign Status”") certifying that Seller is not a “"foreign person” " as defined in Section 1445 of the Internal Revenue Code of 1986Code; (f) The Personal Property; (g) All original Licenses and Permits and assumed Service Contracts in Seller's possession and control, as amendedand the Tenant Leases; (h) All original Leases, keys to the extent Improvements which are in Seller’s 's possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (i) The Service Contract Notice Letters, duly executed by Seller; (j) The Tenant Estoppel Certificates, the Air Rights Estoppel Certificate and the OPOA Estoppel Certificate described in Section 7.2 hereof; (k) A certificatedate-down certificate of a duly authorized officer of Seller, dated as of the Closing Date, stating confirming that the all of Seller's representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b))Date; (jl) An Documentation necessary to comply with the terms of O.C.G.A. ss. 48-7-128; (m) an Owner's Affidavit of Title in form customarily and substance reasonably satisfactory to required by the Title Company; and (kn) A counterpart original Such other documents as may be reasonably necessary or appropriate to effect the consummation of an operating agreement in the form transactions which are the subject of Exhibit L attached to this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”).

Seller’s Closing Obligations. On the Closing DateSellers shall execute, Seller, at its sole cost acknowledge (where applicable) and expense, will deliver or cause to be delivered to Purchaser at Closing the following itemsfollowing: 10.1.1 Sale deeds for each Property (aother than each Property owned by a Seller subject to a Ground Lease) A special warranty deed (substantially in the “Deed”), duly executed and acknowledged by Sellerform of the relevant State or Commonwealth sale deeds set out on Exhibits D-1 through D-6 attached hereto, conveying to Purchaser or its permitted assignees or designees each Seller’s right, title and interest in the Real Property and the ImprovementsProperties, subject only to the Permitted ExceptionsExceptions (the “Deeds”) together with any transfer tax forms as may be required in connection therewith (assuming the provision by Purchaser of any information or signatures needed to complete such forms); 10.1.2 If not already provided to Purchaser, whether in hard copy or electronic form, copies of all Existing Leases and New Leases (bif any) A xxxx in effect on such date and an assignment and assumption of Leases in substantially the form set out in Part 1 of Schedule 6; 10.1.3 Assignment and assumptions of the Assumed Service Contracts in substantially the form set out in Part 2 of Schedule 6; 10.1.4 Assignments of Assigned Property in substantially the form set out in Exhibit J attached hereto; 10.1.5 Bills of sale substantially in the form of Exhibit E attached hereto as Exhibit C conveying, transferring and selling to Purchaser or its permitted assignees or designees (with no value separate from the “Xxxx of Sale”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warrantyother Assets) all right, title and interest of Sellers in and to the Personal Property; (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits 10.1.6 Certificates substantially in the form of Exhibit F attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (g) A certificate in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that each Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amendedCode; (h) All original Leases, to 10.1.7 An owner’s title affidavit in the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels form attached hereto as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the PropertySchedule 22; (i) 10.1.8 An original certificate signed by an authorized senior officer of each Seller attaching a true, complete and correct copy of the resolutions of Sellers authorizing the execution by each Seller of this Agreement; 10.1.9 Letters to each Tenant under the Leases in the form of Exhibit K hereto, notifying Tenants of the conveyance of the Properties to Purchaser and advising them that, following the Closing Date, all future payments of rent are to be made in the manner set forth therein; 10.1.10 A certificate, rent roll for the Properties dated as of the Closing Date; 10.1.11 The final Closing Statement signed by an authorized senior officer of each Seller; 10.1.12 Transfer documentation necessary to transfer (if possible) any letters of credit held by Sellers in connection with the Leases; 10.1.13 A ground lease assignment for each Property owned by a Seller subject to a Ground Lease assigning such Seller’s ground leasehold interest to Purchaser in the form attached hereto as Exhibit I (as applicable, stating that the representations and warranties a “Ground Lease Assignment”), as well as a notice of Seller contained assignment of each Ground Lease in Section 8.1 are true and correct in all material respects as recordable form; 10.1.14 Evidence of the termination of all agreements for the property management of any portion of the Properties and all brokerage leasing agreements for any portion of the Properties effective as on or before the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this AgreementDate; 10.1.15 Possession of the Properties, including but not limited to updates subject only to the Lease Schedule, Schedule of Service Contracts Leases (but excluding the Excluded Leases) and Arrearage Schedule as set forth in Section 9.1(b)); (j) An Affidavit of Title in form and substance reasonably satisfactory to the Title CompanyPermitted Exceptions; and (k) A counterpart original of an operating agreement 10.1.16 All other instruments as are reasonably requested by Purchaser and are customarily executed by sellers in the form states where the Properties are located to effectuate the conveyance of Exhibit L attached property similar to this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”)Properties.

Seller’s Closing Obligations. On Immediately prior to the Closing DateClosing, Seller shall cause, to the extent feasible, all Reserved Company Assets (other than the assets of Summit TRS, it being understood that the shares in Summit TRS shall be distributed to Seller pursuant to the Distribution Agreement) to be transferred to Seller or a Seller’s Affiliate. Seller, at its sole cost and expense, will deliver (i) the following items (a), (b), (c), (d), (e), (i), (j), (k), (m), (n), (o) and (p) in escrow with the Title Company pursuant to Section 4.4 on or before the Deposit Time, and (ii) upon receipt of the Purchase Price, Seller shall deliver items (g), (h), and (l) to Purchaser at the following itemsProperties: (a) A special warranty deed Four (4) counterparts of the “Deed”), duly Common Interest Assignment dully executed and acknowledged by Seller, conveying to Purchaser the Real Property and the Improvements, subject only to the Permitted Exceptions; (b) A xxxx of sale in The Tenant Notice Letters for the form attached hereto as Exhibit C (the “Xxxx of Sale”)Property, duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 Closing Documents on behalf of Seller has full right, power, power and authority to do so, and evidence that the Seller is duly organized and authorized to execute this Agreement and all other documents required to be executed by Seller hereunder; (gd) A certificate in the form attached hereto as Exhibit I H (“Certificate as to Foreign Status”) from Seller certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amendedamended and an IRS Form W-9, in each case duly executed by Seller; (e) The Tenant Deposits, at Seller’s option, either (i) in the form of a cashier’s check issued by a bank reasonably acceptable to Purchaser, or (ii) as part of an adjustment to the Purchase Price. With respect to those Tenant Leases for which Seller or its lender are holding letters of credit as security deposits, there shall not be any credit to, or adjustment in, the Purchase Price, and Seller shall deliver such original letters of credit to Purchaser at Closing, together with duly executed transfer forms attached thereto if the beneficiaries thereunder are not one of Target or Owners, and Purchaser shall pay all transfer and/or other fees relating to any transfers of letters of credit, if necessary; (f) The Personal Property for the Properties; (g) All original Licenses and Permits, Service Contracts and Tenant Leases for the Properties in Seller’s possession and control; (h) All original Leases, keys to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts Improvements which are in Seller’s possession bearing on or control for the PropertyProperties; (i) A certificateSuch other transfer and tax forms, dated if any, as of the Closing Date, stating that the representations may be required by state and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b))local Authorities; (j) Evidence of Seller’s capacity and authority for the closing of the transactions contemplated by this Agreement at the Closing; (k) Evidence of the resignation of all current officers and directors of the Target and the Owners effective immediately after the Closing; (l) Original corporate record books and stock record books of the Target, all other original books and records of the Target and the Owners; (m) Evidence of the release of the Target and the Owners from all obligations under the Existing Debt; (n) Evidence of the termination of the leases for the conference center and fitness facilities to Summit TRS; (o) An Affidavit of Title in form and substance reasonably satisfactory amendment to the Title CompanyExclusive Lease Listing Agreement pertaining to the Development Property, confirming that the commission for the Amazon Tenant Lease has been earned, confirming that the outstanding balance of the 25% portion of the commission described therein as payable to “Xxxxx” will be payable to Xxxxx Interests Limited Partnership or its assigns after Closing in accordance with the terms of such agreement, and agreeing that except for the obligation of the Owner to pay the outstanding balance of such commission, the agreement will terminate as of Closing; and (kp) A counterpart original Such other documents as may be reasonably necessary or appropriate to effect the consummation of an operating agreement in the form transactions which are the subject of Exhibit L attached to this Agreement, including, without limitation, the Closing Statement duly executed by and delivered (provided the same do not increase in any material respect the costs to, or liability or obligations of, Seller or an affiliate of Seller (the “Operating Agreement”in a manner not otherwise provided for herein).

Seller’s Closing Obligations. On Not later than 11:00 a.m., Pacific Time, on the Closing Date, Seller, at its sole cost and expense, Seller will deliver to Purchaser the following itemsitems in escrow to Title Company: (a) A special warranty statutory bargain and sale deed in the form attached to this Agreement as Exhibit H (the “Deed”), duly executed and acknowledged by Seller, Seller conveying to Purchaser the Real Property and the Improvements, Improvements subject only to the Permitted Exceptions;. (b) A xxxx Two counterparts of sale in the form attached hereto as Exhibit C (the “Xxxx Assignment and Assumption of Sale”), duly Leases executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property;. (c) A counterpart original Two counterparts of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “General Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits;. (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants;. (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (ge) A certificate executed by Seller in the form attached hereto to this Agreement as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended;Code. (hf) All original Leases, tenant estoppel certificates previously delivered to the extent Purchaser in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property;copy form. (ig) A certificate, dated as of the date of Closing Dateand executed on behalf of Seller by a duly authorized officer thereof, stating that the representations and warranties of Seller contained in Section 8.1 this Agreement are true and correct as of the date of Closing in all material respects or identifying any representation or warranty which is not, or no longer is, true and correct and explaining the state of facts giving rise to the change. (h) Such evidence as the Title Company may reasonably require as to the authority of the Closing Date (with person or persons executing documents on behalf of Seller and such other documents as may be reasonably necessary or appropriate modifications to reflect any changes therein that effectuate the transaction which are not prohibited by the subject of this Agreement. Contemporaneously with the Closing, Seller shall deliver to Purchaser, the originals or copies of all Licenses and Permits in Seller’s Control, all Leases (including but not limited to updates all items in each tenants lease files), and all Service Contracts (other than Terminated Contracts), all keys and access cards to the Lease ScheduleImprovements in Seller’s Control, Schedule of Service Contracts and Arrearage Schedule as set forth all Plans and Specs in Section 9.1(b)); (j) An Affidavit of Title in form and substance reasonably satisfactory to the Title Company; and (k) A counterpart original of an operating agreement in the form of Exhibit L attached to this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”)Seller’s Control.

Seller’s Closing Obligations. On the Closing DateSeller shall execute, Seller, at its sole cost acknowledge (where applicable) and expense, will deliver or cause to be delivered to Purchaser at Closing the following itemsfollowing: (a) A special warranty deed 10.1.1 An amended and restated limited liability company operating agreement for Holdco substantially in the form of Exhibit N attached hereto (the “DeedJV Agreement”), duly executed . 10.1.2 An amended and acknowledged by Seller, conveying to Purchaser the Real Property and the Improvements, subject only to the Permitted Exceptions; (b) A xxxx of sale restated limited liability company operating agreement for Subsidiary REIT substantially in the form of Exhibit O attached hereto as Exhibit C (the “Xxxx of SaleREIT Agreement”), duly executed by Seller, assigning 10.1.3 A management agreement between Owner and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original an affiliate of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits Seller substantially in the form of Exhibit P attached hereto as Exhibit B (the “Assignment of LeasesProperty Management Agreement”)[, duly executed together with reasonable evidence that the Property Management Agreement has been approved by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior lenders pursuant to the expiration Existing Mortgage Loan Documents]. 10.1.4 Copies of the Evaluation Period that Purchaser elects not to assume at Closing) and Contracts, the Licenses and Permits (originals will be provided if available). 10.1.5 Copies of all Leases in effect on such date and all other documents in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all possession of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect Seller relating to the Tenants;. (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (g) 10.1.6 A certificate in the form of Exhibit H attached hereto, indicating that the representations and warranties of Seller set forth in this Agreement are true and correct on the Closing Date or, if there have been changes after the date hereof up to the Closing Date, describing such changes. 10.1.7 A certificate substantially in the form of Exhibit I attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended;. (h) All original Leases, to 10.1.8 [A certificate issued by the extent Board of Managers of the Condominium certifying that all “Common Charges” and “Limited Common Charges” owed by Owners have been paid in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (i) A certificate, dated full as of a date not earlier than the Closing Date, stating that the representations and warranties of Seller contained in as contemplated by Section 8.1 are true and correct in all material respects as 15.11 of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b));Condominium Declaration.] [if applicable] (ja) An Affidavit of Title in form and substance Evidence reasonably satisfactory to Purchaser and the Title Company; and Company that the person executing the Closing documents on behalf of Seller has full right, power and authority to do so, (kb) A counterpart original of an operating agreement Owner’s Affidavit in the form of Exhibit L J attached hereto, and (c) a Non-Imputation Affidavit in the form of Exhibit G attached hereto. 10.1.10 Such evidence as may be reasonably satisfactory to Purchaser of the termination of the Existing Management Agreements. 10.1.11 [Such evidence as may be reasonably satisfactory to Purchaser of the completion of the Reorganization.] [if applicable] 10.1.12 An executed copy of the Proration Statement. 10.1.13 The Required Estoppels[, the Condominium Estoppel] and any other Estoppel Certificates obtained by Seller. 10.1.14 The most recently available Seller Income Statement. 10.1.15 The most recently available Seller Balance Sheet. 10.1.16 Such other documents as may be reasonably necessary or appropriate to effect the consummation of the transactions which are the subject of this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”).

Seller’s Closing Obligations. On At the Closing DateClosing, Seller shall execute and (where the document so provides) acknowledge and deliver the following items to Purchaser (with respect to any and all documents requiring execution by Seller, at its sole cost and expenseor prior to Closing, will deliver the signatures of any two (2) "parties of the first part" of Seller shall be sufficient, but only if the opinion delivered pursuant to Section 11(m) below so provides or Purchaser the following items:is otherwise satisfied as to due execution): (a) A special warranty Bargain and Sale deed (the “"Deed”"), duly properly executed and acknowledged by Seller, conveying to Purchaser in the Real Property form annexed hereto and the Improvements, subject only to the Permitted Exceptionsmade a part hereof as Exhibit "O"; (b) A xxxx of sale with respect to the personal property in the form attached annexed hereto and made a part hereof as Exhibit C (the “Xxxx of Sale”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property"P"; (c) A counterpart original of an An assignment and assumption of Seller’s interest, as lessor, in agreement with respect to the Leases and Security Deposits in the form attached annexed hereto and made a part hereof as Exhibit B "Q" (the “"Lease Assignment of Leases”and Assumption"), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an general assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits agreement in the form attached annexed hereto and made a part hereof as Exhibit A "R" (the “Assignment”"General Assignment and Assumption"), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice LettersA schedule, duly executed by Seller, with respect certified to the Tenantsknowledge of Seller to be true, correct and complete, setting forth all tenant arrearages and accrued but unpaid minimum and additional rents, expense escalations, tax and other adjustments and charges under the Leases attributable to the period prior to the Closing Date (the "Arrearages and Unpaid Escalations Statement"); (f) Evidence reasonably satisfactory to Purchaser The Curtain Wall Agreement and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, powerSidewalk Bridge Agreement, and authority [if such parties have so consented and delivered same to do soSeller,] consents by the other parties to such agreements to the assignment thereof (but such consents not being a condition to the Closing), and originals (or copies if originals are not available) of any other Service Contracts; (g) A certificate in Keys to all building entrance doors to, and all equipment and utility rooms located in, the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986Premises, as amendedwhich keys shall be properly tagged for identification; (h) All original LeasesA schedule, certified to the extent in Seller’s possessionknowledge of Seller to be true, correct and complete, of all cash, letters of credit and other items of value required as security under the original Major Tenant Estoppels and any other estoppels Leases at the time of Closing ("Security Deposits"). All Security Deposits shall be adjusted as described provided in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property13.4(e); (i) One original letter, in the form of Exhibit "S" annexed hereto and made a part hereof, executed by Seller, advising tenants at the Premises that the Premises have been sold to Purchaser and directing that all future rents and other correspondence should thereafter be sent to Purchaser or as Purchaser may direct; (j) A certificatenon-foreign status affidavit in the form annexed hereto and made a part hereof as Exhibit "T"; (k) [section redacted] (l) A New York City Real Property Transfer Tax Return and New York State Combined Real Estate Transfer Tax Return and Credit Line Mortgage Certificate with payment in the form reasonably required by the title company and/or the recording office; (m) An opinion of Xxxxxx & Rich, P.C., as to the due execution and authority of Seller with respect to the documents to be delivered by Seller at the Closing, in substantially the form set forth in Schedule "2" annexed hereto and made a part hereof (provided, however, that if there are any changes other than the insertion or change in date(s) and/or reference(s) to documents or events, all changes must be satisfactory to Purchaser in Purchaser's discretion); (n) Originals (or if originals are not available, copies certified by Seller, to Seller's knowledge, to be true, correct and complete) of all Leases; (o) Any items in the Title Letter and any other customary affidavits and other items reasonably required by the Title Insurer, which does not require Seller to assume any additional liability than is provided in this Agreement; (p) Copy of notice of termination (conditional upon and effective at the Closing) and Seller's certificate or other evidence that said notice has been sent, of the leasing/management agreement with current managing agent and any other exclusive agency or leasing agreement in existence on the date of the Closing; (q) A certificate dated as of the Closing Datedate of the Closing, stating that to Seller's knowledge the representations and warranties of Seller contained in Section 8.1 the form and manner made herein, are true and correct in all material respects and with the same limitations and qualifications, if any, made herein as if made as of the Closing Date (with appropriate modifications to reflect date of the Closing, provided, however, that Seller may update any representations or warranties that have changed between the date hereof and the Closing, provided, however, that in such event, Purchaser may, in its sole discretion, exercise the Termination Option if any changes therein have a material and adverse effect on Purchaser or the Premises; (r) A Closing Statement; (s) Notice of termination of the Service Contracts (excluding the "Excluded Service Contracts", as hereinafter defined) [conditional on and effective at the Closing] and Seller's certificate or other evidence that are not prohibited by this Agreement, including but not limited to updates the notices have been sent; (t) A rent roll certified to the Lease Scheduleknowledge of Seller to be true, Schedule correct and complete; (u) If the holder thereof has consented thereto and allowed same to Seller, assignment of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)mortgage to Purchaser's designee (not a condition to the Closing); (jv) An Affidavit of Title in form and substance reasonably satisfactory Prior to the Title Company; andClosing, Seller shall deliver to the Building management office, all tenant files, financial statements, building plans, warranties, guaranties, reports, bills and any other items in Seller's control or possession or in the Building manager's control or possession and reasonably required to operate the Premises. Purchaser agrees to cooperate with Seller and to allow Seller and its representatives to have continued reasonable access to and the right to makes copies of the foregoing materials after the Closing. The provisions of the immediately preceding sentence of this subparagraph (v) shall survive the Closing; (kw) A counterpart original of an operating agreement in [section redacted] (x) [section redacted] (y) All other instruments and documents consistent with this Agreement which may be reasonably and customarily required to effect the form of Exhibit L attached transaction contemplated herein and within Seller's control, provided that such instruments or documents may be delivered without additional cost or liability to this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”other than de minimis amounts).

Seller’s Closing Obligations. On the Closing Date, Seller, at its sole cost and expense, will deliver (i) the following items (a), (b), (c), (d), (e), (f), (g), (k), (l), (m) and (n) in escrow with the Title Company pursuant to Section 4.4 on or before the Deposit Time, and (ii) upon receipt of the Purchase Price, Seller shall deliver items (h), (i) and (j) to Purchaser at the following itemsProperty: (a) A special warranty deed substantially in the form attached hereto as Exhibit I (the “Deed”), duly executed and acknowledged by Seller, Seller conveying to Purchaser the Real Property and the Improvements, subject only which Deed shall be delivered to Purchaser by the Title Company agreeing to cause same to be recorded in the Official Records, along with a separate unrecorded statement of documentary transfer tax duly executed by Seller and attached to the Permitted ExceptionsDeed and a water certification from the City of Chicago; (b) A xxxx Four (4) counterparts of sale the General Conveyance, Xxxx of Sale and Assignment and Assumption substantially in the form attached hereto as Exhibit C H (the “Xxxx of SaleGeneral Conveyance”), ) duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A One (1) counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (fd) One (1) counterpart of any required state, county or municipal transfer declaration form, duly executed by Seller; (e) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 Closing Documents on behalf of Seller has full right, power, power and authority to do so; (gf) A certificate in the form attached hereto as Exhibit I J (“Certificate as to Foreign Status”) from Seller certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (g) The Tenant Deposits, at Seller’s option, either (i) in the form of a cashier’s check issued by a bank reasonably acceptable to Purchaser, or (ii) as part of an adjustment to the Purchase Price. With respect to those Tenant Leases for which Seller or its lender are holding letters of credit as security deposits, there shall not be any credit to, or adjustment in, the Purchase Price, and Seller shall deliver such original letters of credit to Purchaser at Closing, together with all necessary transfer documentation, so that Purchaser and the applicable Tenants can arrange to have 36 the letters of credit reissued in favor of, or endorsed to, Purchaser. Seller agrees to cooperate with Purchaser post-Closing in connection with the reissuance or endorsement of any letters of credit and act at the reasonable discretion of Purchaser with respect thereto, until the letters of credit are re-issued or endorsed to Purchaser. To the extent not the obligation of the Tenant under the applicable Lease, Seller shall pay all transfer and/or other fees relating to such transfers of letters of credit; (h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on The Personal Property for the Property; (i) All original Licenses and Permits, Service Contracts and Tenant Leases for the Property in Seller’s possession and control; (j) All keys to the Improvements which are in Seller’s possession for the Property; (k) Such other transfer and tax forms, if any, as may be required by state and local Authorities; (l) A certificate, dated Statement Required for the Issuance of an ALTA Owners Policy in the form attached hereto as Exhibit K; (m) A GAP undertaking in a form reasonably acceptable to the Title Company; (n) A reaffirmation of Seller’s representations and warranties confirming that they are true and correct as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)); (j) An Affidavit of Title in form and substance reasonably satisfactory to the Title Company; and (ko) A counterpart original Such other documents as may be reasonably necessary or appropriate to effect the consummation of an operating agreement in the form transactions which are the subject of Exhibit L attached to this Agreement, including, without limitation, the Closing Statement duly executed by and delivered (provided the same do not increase in any material respect the costs to, or liability or obligations of, Seller or an affiliate of Seller (the “Operating Agreement”in a manner not otherwise provided for herein).

Seller’s Closing Obligations. On At closing (the Closing Date“Closing”), SellerSeller shall deliver to Buyer, at its Seller's sole cost and expense, will deliver to Purchaser the following itemsfollowing: (a1) A special warranty deed (the “Deed”), duly executed and acknowledged by SellerSpecial Warranty Deed, in form reasonably acceptable to Buyer conveying good and indefeasible title in fee simple to all of the Property to Buyer, free and clear of any and all liens, encumbrances, conditions, easements, assessments, reservations and restrictions, subject to the Permitted Exceptions. (2) A duly executed Bill of Sale, in form reasonably acceptable to Buyer, containing special warranties of title, conveying title to Purchaser the Real Intangible Property and the ImprovementsFF&E to Buyer, free and clear of all liens, on an “AS IS” basis. (3) Title Company’s confirmation of its obligation to issue an Owner's Policy of Title Insurance in the full amount of the Sales Price, dated as of Closing insuring Buyer's fee simple title to the Property to be good and indefeasible, subject only to the Permitted Exceptions;. (b4) A xxxx certification in a form to be provided or approved by Buyer, signed by Seller under penalties of sale in perjury, containing the form attached hereto as Exhibit C following: (i) Seller's U.S. Taxpayer Identification Number; (ii) the “Xxxx of Sale”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption address of Seller’s interest, as lessor, in the Leases ; and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (g) A certificate in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying a statement that Seller is not a “foreign person” person or a disregarded entity within the meaning of Sections 1445 and 7701 of the IRC (i.e., Seller is not a nonresident alien, foreign corporation, foreign partnership, foreign trust or foreign estate as those terms are defined in Section 1445 of the Internal Revenue Code of 1986, as amended;1986 and applicable regulations). (h5) Furnish evidence of its capacity and authority for the Closing of this transaction. (6) An Assignment and Assumption Agreement for the Leases, in form reasonably acceptable to Buyer. (7) All original Leases, to the extent in Seller’s possessionamendments, the original Major Tenant Estoppels assignments, lease correspondence, and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts information in Seller’s possession bearing on the Propertyrelated to any lease prospects; (i8) Certified rent roll dated no more than two (2) A certificate, dated as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications business days prior to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b))Closing; (j9) An Affidavit of Title Such assignments or other documents necessary to convey Seller’s interest in form and substance reasonably satisfactory to the Title Companyany ground leases; and (k10) A counterpart original of an operating agreement in All other necessary documents reasonably required by the form of Exhibit L attached Title Company to close this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”)transaction.

Seller’s Closing Obligations. On As of the Closing Date, Seller, at its sole cost and expense, will Seller shall deliver to Purchaser the following itemsEscrow Holder: (a) A special warranty deed Special Warranty Deed in the form attached as Exhibit D (the “Special Warranty Deed”), duly executed signed by the Seller and acknowledged by Selleracknowledged, conveying to Purchaser covering the Real Property Land and Improvements on the Improvements, subject only to the Permitted ExceptionsProperty; (b) An assignment and assumption of all of the Leases and the Assumed Contracts to Buyer in the form attached as Exhibit E (“Assignment of Leases and Contracts”) signed by the Seller; (c) A general assignment of assignable intangible property, licenses, permits and warranties relating to the Property in the form attached as Exhibit F (“General Assignment”), signed by the Seller; (d) A certificate of non-foreign status in the form attached as Exhibit G (“Seller’s Certificate”), signed by the Seller; (e) A xxxx of sale for the Personal Property in the form attached hereto as Exhibit C H (the “Xxxx of Sale”), duly executed signed by the Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory To the extent not previously delivered to Purchaser and the Title Company that the person executing the documents delivered Buyer, original Estoppel Certificates obtained by Seller pursuant to this as described in Section 10.3 on behalf of Seller has full right, power, and authority to do so16 below; (g) A certificate in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 Evidence of the Internal Revenue Code termination of 1986, as amendedthe management/leasing agreements with the current property managers/leasing agents of the Property; (h) All original Certified rent roll for the Property as of a date not earlier than three (3) business days before the Closing Date; (i) Notice to tenants for the Property from the Seller informing the tenants of a change in the ownership and management of such Property; (j) Keys to the Property; (k) A Closing Statement for the transaction contemplated by this Agreement (“Closing Statement”) signed by the Seller; (l) The Title Company’s customary seller’s affidavit; (m) To the extent any security deposits under the Leases are held in the form of letters of credit, such letters of credit in their full amount duly and effectively transferred to Buyer; (n) Originals of the Leases, Contracts, Licenses and Permits to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (io) A certificate, dated as of Utility Escrow Agreement signed by the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)); (j) An Affidavit of Title in form and substance reasonably satisfactory to the Title CompanySeller; and (kp) A counterpart original of an operating agreement in the form of Exhibit L attached Any additional funds or instruments (signed by Seller and acknowledged, if appropriate) as may be necessary to comply with this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”).

Seller’s Closing Obligations. On At the Closing DateClosing, Seller, at its sole cost Seller shall furnish or as applicable execute and expense, will deliver to Purchaser the following itemsTitle Company for delivery to Purchaser, the following: (a) A special warranty deed (the “Deed”), The Deed duly executed and acknowledged by Seller, conveying to Purchaser the Real Property and the Improvements, subject only to the Permitted Exceptions; (b) A xxxx One (1) or more assignment agreements in form mutually acceptable to the Parties assigning all of sale Seller’s rights, title and interests in the form attached hereto as Exhibit C (the “Xxxx of Sale”)Tenant Leases and other applicable Business Agreements, duly executed and including Seller’s agreement to indemnify and hold harmless Purchaser from and against all losses, claims and damages arising under such Tenant Leases or Business Agreements arising prior to Closing and a similar agreement by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal PropertyPurchaser for matters first arising after Closing; (c) A counterpart original of an assignment All keys, combinations, codes and assumption security information to all locks on the Property in the possession of Seller; (d) Standard affidavits by the Seller as the Title Company may reasonably require in order to omit from its insurance policy all exceptions for unfiled mechanic’s, materialmen’s interestor similar liens and to provide “gap” coverage insuring the period from the Effective Date of the Title Commitment through the date and time of recording of the Deed; provided that Seller shall have no obligation to provide a “gap” indemnity agreement in favor of Title Company; (e) Such other instruments or documents as are reasonably necessary or reasonably required by Purchaser or the Title Company to consummate the transaction contemplated hereby, including to evidence the status and capacity of Seller to consummate this transaction and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the purchase and sale transaction contemplated hereby, including Seller’s authority to execute and deliver the closing documents; (f) A closing statement itemizing the Purchase Price and all adjustments thereto as lessorprovided herein; (g) A xxxx of sale and instrument of transfer and assignment, in form mutually acceptable to the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”)Parties, duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, interest in and to all of the Leases Personal Property and Security DepositsIntangible Property; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (gh) A certificate in necessary to establish the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that non-foreign status of Seller is not a “foreign person” as defined in under Section 1445 of the Internal Revenue Code of 1986, as amended; (hi) All original LeasesOriginal Tenant Leases and all amendments thereto, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (i) A certificate, dated as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)); (j) An Affidavit Originals of Title in form all surviving Business Agreements and substance reasonably satisfactory all amendments thereto, to the Title Companyextent in Seller’s possession; (k) All building and Tenant Lease files, including all permits and licenses for operation of the Property, to the extent in Seller’s possession; (l) Notice letters to all Tenants; (m) Reaffirmation of Seller’s surviving representations and warranties; (n) A rent roll updated to the date of Closing; and (ko) A counterpart original Seller agrees to deliver to all tenants of the Property a request for an operating agreement estoppel certificate in a form to be provided by Purchaser to Seller for Seller’s reasonable approval within seven (7) days of the Effective Date of this Agreement (and Seller shall have up to seven (7) days upon receipt to review and approve said estoppel certificate); provided, however, that if any of the Tenant Leases require a specific form of Exhibit L attached to this Agreementestoppel letter, duly executed the estoppel letter required by said Tenant Lease will be the only estoppel required hereunder. The form of estoppel certificate provided by Purchaser and approved by Seller or shall be attached as Exhibit “E” hereto. The parties agree that, subject to the provisions of this paragraph below, it shall be a condition to Purchaser’s obligation to close under this Agreement that an affiliate estoppel certificate be delivered to Purchaser from tenants under Tenant Leases covering at least 80% of Seller the leased square footage of each building at the Property on the date hereof (and from every tenant which occupies over 5,000 square feet (referred to herein as a “Major Tenant”)) (the “Operating AgreementRequired Tenant Estoppels”), no later than three (3) days before Closing. Additionally, Seller shall deliver to each tenant a Subordination, Non-Disturbance and Attornment Agreement (on a form provided by Purchaser) (the “SNDA”), and Seller shall use its best efforts to obtain the SNDAs from each tenant, but it shall not be a condition to close that SNDAs be obtained from each tenant. Notwithstanding the foregoing, Purchaser shall deliver the form SNDA to Seller for review and approval within seven (7) days of the Effective Date of this Agreement (and Seller shall have up to seven (7) days upon receipt to review and approve said SNDA form). Once the SNDA form is approved by Seller, Seller shall be obligated to obtain SNDAs prior to closing from each of the following tenants: (a) Piedmont Medical Care Corporation (pursuant to Office Lease dated September 1, 2006 with Seller, as amended); (b) Piedmont Medical Care Corporation for Piedmont Rheumatology and Arthritis — Yorktown (pursuant to Office Lease dated September 1, 2006 with Seller, as amended); (c) Piedmont Medical Care Corporation (pursuant to Office Lease dated April 1, 2006 with Seller, as amended); and (d) Fayette Community Hospital, Inc. d/b/a Piedmont Fayette Hospital (pursuant to Office Lease dated October 1, 2004 with Seller, as amended). If Seller fails to obtain SNDAs from all of the aforementioned four (4) tenants prior to Closing, then Seller shall escrow the sum of $300,000.00 which shall be held by Title Company until such time as the SNDAs are obtained and delivered to Purchaser. Seller agrees to use good faith efforts to obtain such Required Tenant Estoppels and SNDAs, provided however, Seller shall not be obligated to expend any funds in order to do so. In the event a Tenant Estoppel contains a material exception or qualification or alleges a material default by Seller (a “Material Default”), Purchaser’s sole and exclusive remedy shall be to terminate this Agreement by delivering notice thereof in writing to Seller, on the earlier of two (2) business days after the date of delivery to Purchaser of a Tenant Estoppel alleging a Material Default and the Closing Date (the “Estoppel Termination Notice”), time being of the essence as to the giving of such notice. If Purchaser shall timely give the Estoppel Termination Notice, then subject to Seller’s option set forth below, this Agreement shall terminate, and upon such termination, Purchaser shall be entitled to the return of the Xxxxxxx Money, and neither party shall have any obligation hereunder except for the obligations specifically intended by the parties to survive termination of this Agreement. If Purchaser shall not have given timely the Estoppel Termination Notice, time being of the essence as to the giving of such notice, Purchaser shall be deemed for all purposes to be satisfied with the form and substance of each Tenant Estoppel and shall have no further right to object thereto or to terminate this Agreement based on the response or lack thereof with respect to the Tenant Estoppels. Additionally, it shall be a condition to Purchaser’s obligation to close that no Major Tenant has filed for bankruptcy, defaulted pursuant to their lease, or discontinued operations at the Property.

Seller’s Closing Obligations. On At the Closing DateClosing, Seller, at its sole cost and expense, will Seller shall deliver to Purchaser the following itemsto Buyer: (a) A special warranty bargain and sale deed (the “Deed”), duly executed ) substantially in the form of Exhibit 7.2(a) in recordable form conveying the Land and acknowledged by Seller, conveying Buildings to Purchaser the Real Property and the Improvements, Buyer subject only to the Permitted Exceptions;. (b) A xxxx of sale in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, ) substantially in the form of Exhibit 7.2(b) transferring title to the Personal Property;Property to Buyer without warranty of title or use and without warranty, express or implied, as to merchantability or fitness for any purpose. (c) A counterpart original of an An assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B leases (the “Assignment of Leases”) substantially in the form of Exhibit 7.2(c) to Buyer from and after the Closing, by which Buyer shall assume all obligations of the landlord under the Leases, including, without limitation, the obligation to pay for all tenant improvements set forth in the Leases and any brokerage commissions, leasing fees, tenant concessions or other costs associated with the Leases which become due and payable on or after the Closing, and shall indemnify Seller from and against claims arising under the Leases with respect to time periods after the Closing. (d) Original copies, where available, of the due diligence materials made available to Buyer under Section 3.5 hereof. (e) Originals of the Leases, to the extent in Seller’s possession, and, if applicable, appropriate instruments of transfer or assignment with respect to any lease security which is other than cash. (f) An assignment of the Service Contracts that Buyer has notified Seller that it has elected to assume and which are assignable by Seller and all then effective assignable Intangibles and Warranties, including without limitation guaranties and warranties made by any person for the benefit of Seller and in the possession or under the control of Seller with respect to the Property or any of its components (the “Assignment of Contracts”) substantially in the form of Exhibit 7.2(f). (g) Such affidavits and indemnities as the Title Insurer may reasonably require in order to omit from its title insurance policy all exceptions for parties in possession (other than tenants under the Leases) and mechanics’ liens. (h) Original letters, duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in advising the tenants under the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period sale of the Property to Buyer and directing that Purchaser elects not all rents and other payments thereafter becoming due under the Leases be sent to assume at Closing) Buyer or as Buyer may direct and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”)original letters, duly executed by Seller, conveying and assigning advising the vendors under any assumed Service Contracts of the sale of the Property. (i) A certificate executed by Seller to Purchaser the effect that all of Seller’s rightthe representations and warranties set forth in Article IV remain true and correct as of the Closing Date except to the extent the same may have changed in accordance with the terms and conditions of this Agreement. Such certificate shall expressly state that it is made subject to the limitations of survival and rights with respect thereof set forth in Article IV of this Agreement. If Seller discovers that any of the representations or warranties made by Seller in Article IV of this Agreement were not on the date hereof or are not on the date of Closing true and correct in all material respects, title, and interest, if any, Seller shall include such state of facts in such Service Contracts certificate as shall be necessary or appropriate to make such representations and warranties true and correct in all material respects as of the date hereof and as of the date of Closing. If, as a result of any disclosures made in such certificate, the warranties and representations set forth in this Agreement were not on the date hereof or are not on the date of Closing true and correct in all material respects for any reason other than the occurrence of an event expressly permitted hereunder, the Buyer’s sole remedy shall be either to (i) close without adjustment of the Purchase Price and without the right to make any claim against Seller or (ii) terminate this Agreement in which event the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except to the extent that any rights or obligations set forth herein expressly survive termination of this Agreement. (j) Evidence reasonably acceptable to Buyer and the Licenses Title Insurer as to the due authorization of the delivery of the Deed and Permits;other documents required by this Agreement to be executed by Seller. (ek) The Tenant Notice Letters, An affidavit duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (g) A certificate in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980 and the 1984 Tax Reform Act. (l) All keys and access codes to the Property and property records, to the extent the same are within Seller’s possession or control. (m) A closing statement reflecting the apportionments and adjustments provided for in Article VIII (the “Closing Statement”). The Escrow Agent shall be responsible for completing and providing to Seller a Form 1099S and to otherwise comply with Section 1445 6045 of the Internal Revenue Code of 1986, as amended;Code. (h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (i) A certificate, dated as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)); (jn) An Affidavit of Title Consideration in form and substance reasonably satisfactory to the Title Company; and (k) A counterpart original of an operating agreement in the form of Exhibit L attached to this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”)accordance with Section 13.25 below.

Seller’s Closing Obligations. On the Closing Date, Seller, at its sole cost and expense, will deliver to Purchaser the following itemsSeller shall: (ai) A Deliver to Buyer full possession of the Property: (A) in the same condition as it is as of the date hereof, reasonable use and wear thereof excepted, (B) in compliance with all building and zoning laws, and any other encumbrances expressly permitted by this Agreement and (C) free and clear of all tenants and occupants, except for tenants set forth on the Rent Schedule. Buyer shall be entitled to an inspection of the Property prior to the Closing Date in order to determine whether the condition thereof complies with the terms of this Section. (ii) Deliver to Buyer, in form and substance satisfactory to Buyer, the following: (A) a good and sufficient special warranty deed (the “"Deed”), duly executed ") conveying good and acknowledged by Seller, conveying to Purchaser the Real Property clear record and the Improvements, subject only to the Permitted Exceptions; (b) A xxxx of sale in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, marketable title to the Personal Property; Land and Improvements insurable as provided in Section 5(b)(iv) above, which shall convey title free from all liens, encumbrances and encroachments except: (cI) A counterpart original provisions of an assignment building and assumption of Seller’s interest, zoning laws existing as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects date hereof; (II) such real property taxes for the then current fiscal tax period as are not to assume at Closingyet due and payable on the Closing Date; (III) such liens for betterment charges as may be assessed on the Property after the Closing Date; and the Licenses (IV) easements, restrictions and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all rights of Seller’s right, title, and interestway of record, if any, which do not materially interfere (in such Service Contracts and Buyer's reasonable discretion) with the Licenses and Permits;use, operation, leasing and/or sale of the Property for the Intended Use. (eB) The Tenant Notice Letters, duly executed by A Warranty Xxxx of Sale transferring Seller, with respect to 's entire interest in the Tenants;Personal Property. (fC) Evidence reasonably satisfactory An Assignment of the Permits (provided, however, in the absence of an express assignment, delivery of the Deed will be deemed to Purchaser and constitute the Title Company that assignment of all of the person executing the documents delivered by Seller pursuant Permits to this Section 10.3 on behalf of Seller has full right, powerBuyer). (D) Copies, and authority to do so; (g) A certificate in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 where available originals, of all of the Internal Revenue Code of 1986Permits, as amended; (h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (i) A certificate, dated current as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)); (jE) Evidence acceptable to Buyer from the local water and sewer authority and any other entity providing utility service to the Property showing that all charges for water and sewer service and such other utilities have been paid through a date not more than five (5) calendar days prior to the Closing Date. (F) An Affidavit Assignment of Title in form the Leases and substance reasonably satisfactory Contracts, including an indemnity from Seller against any loss, cost or damage with respect to the Title Company; andforegoing arising out of facts or circumstances occurring prior to the Closing. (kG) A counterpart original Executed originals of an operating agreement in all Leases and Contracts (or photocopies of the form of Exhibit L attached to this Agreementsame, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”together with appropriate affidavits/certificates regarding authenticity, if originals are unavailable after a diligent search).

Seller’s Closing Obligations. On At the Closing DateClosing, Seller, at its sole cost and expense, Seller will deliver to Purchaser the following itemsdocuments: (a) A special warranty bargain and sale deed with covenants against grantor’s acts attached hereto as Exhibit D (the “Deed”), duly executed and acknowledged by Seller, conveying to the Purchaser the Real Property and the Improvements, Improvements subject only to the Permitted Exceptions; (b) A xxxx of sale in the form attached hereto as Exhibit C (the “Xxxx of Sale”)The Lease, duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”)AT&T Wireless License, duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart The original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and PermitsAT&T Wireless License; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (gf) A certificate in the form attached hereto as Exhibit I F (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended, as well as any form or other document required under applicable laws to be executed by Seller in connection with any transfer tax applicable to the transaction contemplated by this Agreement; (h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (ig) A certificate, dated as of the Closing Datedate of Closing, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreementtherein) or identifying any representation or warranty which is not, including but not limited to updates or no longer is, true and correct and explaining the state of facts giving rise to the Lease Schedulechange. Except as otherwise provided in Section 8.3, Schedule in no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder if any representation or warranty is not true and correct in all material respects; provided, however, that such event shall constitute the non-fulfillment of Service Contracts and Arrearage Schedule as the condition set forth in Section 9.1(b)). If, despite changes or other matters described in such certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in such certificate; (h) Counterparts of the transfer tax declaration, duly executed by Seller; (i) All other Documents not previously delivered to Purchaser which are in Seller’s possession; (j) The original tax bills for the Property; (k) An Affidavit affidavit of Title title in form and substance reasonably satisfactory to required by the Title Company; and; (kl) A counterpart original of an operating agreement the Assignment of Licenses, Permits and Plans in the form attached hereto as Exhibit K (“Assignment of Licenses, Permits and Plans”); (m) A Xxxx of Sale for the Furniture in the form attached hereto as Exhibit L attached to this Agreement, duly executed by Seller or an affiliate (“Xxxx of Seller (the “Operating AgreementSale”); and (n) Certificate of Occupancy or Certificate of Continuing Occupancy, if required by the municipality.

Seller’s Closing Obligations. On the Closing Date, Seller, at its sole cost and expense, will deliver to Purchaser the following items: (a) A special warranty bargain and sale deed with covenants against grantor’s acts, conveying the Property in fee simple to Purchaser, and containing the covenant required by Subdivision 5 of Section 13 of the Lien Law of the State of New York (the “Deed”), duly executed and acknowledged by Seller, conveying to Purchaser the Real Property and the Improvements, subject only to the Permitted Exceptions; (b) A xxxx of sale in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (g) A certificate in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (i) A certificate, dated as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)); (j) An Affidavit of Title in form and substance reasonably satisfactory to the Title Company; and; (k) A counterpart original of an operating agreement in the form of Exhibit L attached to this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”); and (l) Properly completed, signed and notarized copies of Forms T.P.-584 and RP-5217 of the New York State Tax Commission accompanied by a check payable either to the Title Company or to the order of the County Clerk in payment of the tax due upon the transfer of the Property. Purchaser agrees to sign and to direct the Title Company to deliver such Forms and such check to the County Clerk with the deed promptly after the Closing.

Seller’s Closing Obligations. On At the Closing DateClosing, SellerSeller shall deliver the following to Purchaser: 8.1 A statutory form of Bargain and Sale Deed With Covenants against Grantor's Acts, at its sole cost containing the covenant required by Section 13 of the Lien Law, and expense, will deliver properly executed in proper form for recording so as to convey to Purchaser fee simple title to the following items: (a) A special warranty deed (the “Deed”), duly executed and acknowledged by Seller, conveying to Purchaser the Real Property and the ImprovementsPremises, subject only to the Permitted Exceptions;. (b) 8.2 A xxxx of sale in the form attached hereto as Exhibit C (the “Xxxx of Sale”), TP-584 duly executed by Seller, assigning a New York State Equalization Form (RP-5217) executed by Seller, and conveying any other instruments, affidavits and/or tax returns as are customarily executed by the seller of an interest in real property in connection with the recording of a deed. 8.3 The Service Contracts, which shall be initialed by Purchaser, to the extent same are assignable by Seller to Purchaser as set forth on Schedule "E". 8.4 To the extent they are then in Seller’s possession and not posted at the Premises, certificates, licenses, permits, authorizations and approvals issued for or with respect to the Premises by governmental and quasi-governmental authorities having jurisdiction. 8.5 An assignment to Purchaser, without representation recourse or warranty, title of all of the interest of Seller in those Service Contracts, insurance policies, certificates, permits and other documents to the Personal Property; (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning be delivered to Purchaser all of Seller’s right, title at the Closing which are then in effect and interest, as lessor, in the Leases and Security Deposits;are assignable by Seller to Purchaser. (d) 8.6 A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, Non-foreign affidavit with respect to the Tenants; (fSeller as required by IRC Section 1445(b)(2) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (g) A certificate in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended;amended (“Code”) and the regulations issued thereunder, and Purchaser shall not deduct or withhold any portion of the Purchase Price pursuant to Section 1445 of the Code. (h) All original Leases8.7 Such affidavits as the Title Company may reasonably require in order to omit from its title insurance policy all exceptions for judgments, bankruptcies or other returns against persons or entities whose names are the same or similar to Seller’s name; and other documents as the Title Company may reasonably require. 8.8 Checks to the appropriate officers in payment of all applicable real property transfer taxes and copies of any required tax returns therefor executed by Seller, unless Seller elects to have Purchaser pay any of such taxes and credit Purchaser with the amount thereof. 8.9 To the extent that they are then in Seller’s possession, copies of current maintenance records. Seller shall make all other Building files available to Purchaser for copying. 8.10 A resolution of Seller authorizing the original Major Tenant Estoppels sale and delivery of the deed and setting forth facts showing that the transfer complies with all applicable law. 8.11 Letter authorizing the Escrow Agent to disburse the Downpayment to Seller. 8.12 Exclusive possession of the Premises in the condition required by this Contract, and keys for the Building and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts fences and/or gates to the extent that same are in Seller’s possession bearing on possession. 8.13 A Xxxx of Sale for the Personal Property; (i) A certificate, dated as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)); (j) An Affidavit of Title in form and substance reasonably satisfactory to the Title Company; and (k) A counterpart original of an operating agreement in the form of Exhibit L attached to this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”).

Seller’s Closing Obligations. (a) On or before the Scheduled Closing Date, Seller, at its sole cost and expense, will Seller shall deliver to Purchaser the following itemsdocuments, certified by Seller as true and complete to the best knowledge and belief of Seller: (ai) A special warranty deed a list of the Contracts that shall be assigned to Purchaser at the Closing pursuant to Section 6.1 above; (ii) copies (or originals if available) of the “Deed”)Contracts that shall be assigned to Purchaser pursuant to Section 6.1 above; (iii) copies of the REA, duly executed the CUP, the Development Agreement, the CCRs and acknowledged by the ARSDO; (iv) a Certificate of Formation of Seller, conveying Operating Agreement of Seller, and evidence of the authority of Seller to Purchaser transact business in the Real Property State of California; (v) copies (or originals if available) of all plans and the Improvementsspecifications, subject only permits, licenses and authorizations relating to the Permitted Exceptions;Property in Seller's possession; and (vi) such other documents as may reasonably be required by Purchaser or the Escrow Agent to evidence the authority of Seller to consummate the sale of the Property in accordance with this Agreement. (b) A xxxx No later than 10:00 a.m. (Irvine, California time) on the business day prior to the Scheduled Closing Date, Seller shall deposit the following documents into the Escrow, each duly executed and, if appropriate, acknowledged by Seller and/or any other parties listed below, as appropriate: (i) a Grant Deed (the "Deed") in the form attached hereto as (ii) a Partial Cancellation of sale Restrictions in the form attached hereto as Exhibit C H (the “Xxxx of Sale”"Partial Cancellation"), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (ciii) A two (2) counterpart original originals of an assignment Assignment and assumption Assumption of Seller’s interest, as lessor, in the Leases Contracts and Security Deposits Intangible Property in the form attached hereto as Exhibit B F (the “"Assignment of Leases”Contracts"), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (div) A three (3) counterpart original originals of an assignment Assignment and assumption Assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (g) A certificate Development Agreement in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 the "Assignment of the Internal Revenue Code of 1986, as amended; (h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (i) A certificate, dated as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Development Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)"); (jv) An Affidavit three (3) counterpart originals of Title an Assignment and Assumption of CCRs in the form attached hereto as Exhibit J (the "Assignment of CCRs"); (vi) three (3) counterpart originals of an Assignment and substance reasonably satisfactory to Assumption of ARSDO in the Title Companyform attached hereto as Exhibit K (the "Assignment of ARSDO"); and (kvii) A counterpart one (1) original of an operating agreement the Non-Foreign Person Affidavit (the "Non-Foreign Affidavit") and one (1) original certificate confirming the non-applicability of requirements for withholding of sales proceeds under the California Revenue and Taxation Code law (the "California Affidavit") in the form of forms attached hereto as Exhibit L attached to this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”).G.

Seller’s Closing Obligations. On At the Closing DateClosing, Seller, at its sole cost and expense, Seller will deliver to Purchaser the following itemsdocuments: (a) A special warranty bargain and sale deed with covenant against the grantor’s act (the “Deed”), duly executed and acknowledged by Seller, conveying to Purchaser the Real Property and the Improvements, Improvements subject only to the Permitted Exceptions; (b) A xxxx of sale Exceptions in the form attached hereto as Exhibit C E; (the “Xxxx of Sale”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property;b) [Intentionally Omitted.] (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security DepositsLeases; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and Access Agreements, the Licenses and Permits and the Intangible Property in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits, the Intangible Property and the Access Agreement; (e) The Tenant Notice LettersLetter, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (g) A certificate in the form attached hereto as Exhibit I (“Certificate J(“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (h) All original Leases, to the extent in Seller’s possessionpossession (or copies where originals are not available), the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts Access Agreement in Seller’s possession bearing (or copies where originals are not available), all of which may remain on site at the PropertyProperty and need not be delivered to the location of the Closing; (i) The Roof Replacement Agreement; (j) The Tenant Estoppel and Tenant SNDA; (k) (Intentionally Omitted); (l) The Escrow Agreement for the Roof Replacement Deposit; (m) A certificate, dated as of the Closing Datedate of Closing, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect or identifying any changes therein that are not prohibited by this Agreementrepresentation or warranty which is not, including but not limited to updates or no longer is, true and correct and explaining the state of facts giving rise to the Lease Schedulechange. In the event any representation or warranty is at any time or at all times not true or correct in all respects, Schedule then Seller shall be deemed in default of Service Contracts the Agreement and Arrearage Schedule as set forth Purchaser shall be entitled to exercise those remedies contained in Section 9.1(b)); (j) An Affidavit of Title in form and substance reasonably satisfactory to the Title Company13.1 below; and (kn) A counterpart original An owner’s affidavit in a form reasonably required by the Title Company and such other documents as may be reasonably necessary or appropriate to effect the consummation of an operating agreement in the form transaction which is the subject of Exhibit L attached to this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”).

Seller’s Closing Obligations. On At the Closing DateClosing, Seller, at its sole cost and expense, will Seller shall deliver to Purchaser the following itemsfollowing: (a) The Deed properly executed and acknowledged and in proper form for recording so as to convey the title required by this Contract. (b) All leases for space at the Premises and all service maintenance and similar contracts in Seller's possession that are in effect on the Closing Date and an assignment and assumption with respect thereto, pursuant to which Seller indemnifies Purchaser for all obligations thereunder relating to the period prior to Closing and Purchaser indemnifies Seller for all obligations relating to the period on or after the Closing Date.. (c) A special warranty deed schedule of cash security deposits and either a check or credit to Purchaser in the amount of cash security deposits actually held including any interest thereon required by law or the terms of each lease to be paid to the tenant thereunder, held by Seller on the Closing Date under the leases for space at the Premises, less an administrative charge or, if the cash security deposits are held by an institutional lender, an assignment to Purchaser and written instructions to the holder of such deposits to transfer same to Purchaser, and appropriate instruments of transfer or assignment with respect to any lease securities which are other than cash, as provided in Section 7-105 of the New York Obligations Law or otherwise, upon the execution and delivery by Purchaser of a receipt for said security deposits together with the indemnity referred to in Section 11.2. Seller shall be entitled to its pro-rata share of any administrative fee with respect to said deposits as provided in Section 7-103 of the New York General Obligations Law or otherwise. No security deposits may be applied by the Seller unless the tenant has vacated. (d) A certified rent schedule and setting forth all rents, security deposits, arrears in rents and all prepayments of rents. (e) An original letter, in form reasonably acceptable to Purchaser executed by Seller or its agent, advising the “Deed”tenants of the sale of the Premises to Purchaser and directing that rents and other payments thereafter be sent to Purchaser or as Purchaser may direct. (f) To the extent they are in Seller's possession, all building plans, keys and access codes, manuals and operating materials regarding building systems and equipment, and certificates, licenses, permits, authorizations and approvals issued for or with respect to the Premises by governmental or quasi-governmental authorities having or asserting jurisdiction. (g) Such affidavits as Purchaser's Title Company shall reasonably require in order to omit from its title insurance policy all exceptions other than the Permitted Exceptions and the standard printed exceptions, including, but not limited to, exceptions for: (i) judgments, bankruptcies or other returns against persons or entities whose names are the same as, or similar to, Seller's name; (ii) mechanics' liens; and (iii) rights of parties in possession (except as tenants only), duly . (h) Checks to the order of the appropriate officers in payment of all applicable real property transfer taxes charged or imposed in connection with the transfer of the Premises and copies of any required tax returns therefor executed and acknowledged by Seller, conveying to Purchaser which checks shall be certified or official bank checks if required by the Real Property and taxing authority. (i) Possession of the ImprovementsPremises, subject only to the Permitted Exceptions;existing tenancies permitted hereunder, in the condition required by this Contract. (bj) A xxxx of sale in the form attached hereto as Exhibit C (the “Xxxx of Sale”)Any other documents, duly executed instruments or things required by this Contract to be delivered by Seller, assigning including the Estoppel Letters, currents tax bills and conveying service contracts, or which are reasonably necessary or desirable in order to Purchaser, without representation or warranty, title to consummate the Personal Property;transaction contemplated herein. (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (ek) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; Estoppel Letters (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (g) A certificate in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 198630), as amended; (h) All original Leasesservice contracts that will survive closing and current tax bills, together with a certification that, to Seller's knowledge, there has been no material adverse change in the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (i) A certificate, dated as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as facts set forth in Section 9.1(b)); (j) An Affidavit of Title in form and substance reasonably satisfactory to the Title Company; and (k) A counterpart original of an operating agreement Estoppel letters, except as disclosed in the form of Exhibit L attached certified rent schedule delivered pursuant to this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”)subsection 20(d) above.

Seller’s Closing Obligations. On the Closing Date, Seller, at its sole cost and expense, will deliver to Purchaser Escrow Agent the following itemsdocuments on a per Property or Properties basis as designated by Purchaser (which shall be delivered by Escrow Agent to Purchaser upon Closing); provided that Seller’s and Purchaser’s respective counsel may mutually agree on the delivery of certain such items directly to Purchaser or Purchaser’s counsel: (a) A special warranty bargain and sale deed without covenant against the grantor’s acts in the form attached hereto as Exhibit L (the “Deed”), duly executed and acknowledged by Seller, conveying to Purchaser the Real each Fee Property and the ImprovementsImprovements located thereon, subject only to the Permitted ExceptionsExceptions applicable thereto; (b) A blanket assignment and xxxx of sale in the form attached hereto as Exhibit C D (the “Xxxx of Sale”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, Purchaser title to the Personal Property; (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Leases, Security Deposits and Leasing Commission Agreements in the form attached hereto as Exhibit B C (the “Assignment of LeasesLease Obligations”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in and to the Leases Leases, Security Deposits and Security DepositsLeasing Commission Agreements; (d) A counterpart original of an assignment and assumption of all of Seller’s right, title and interest in and to the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior Contracts, but only to the expiration of extent that same are assignable, and, to the Evaluation Period that Purchaser elects not to assume at Closing) and extent assignable, the Licenses and Permits in the form attached hereto as Exhibit A B (the “AssignmentAssignment of Service Contracts”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such and to the assignable Service Contracts and the Licenses and Permits; provided, however, if any such assignment is subject to the re-issuance by the vendor of a replacement contract or warranty in favor of Purchaser, or confirmation that the vendor is recognizing or approving such assignment, then Seller shall be permitted to deliver such reissued contract or warranty or such confirmation after Closing in order that the contract or warranty may continue to run in favor of Seller until Closing; (e) A counterpart original of an assignment and assumption of the lessee’s interest in and to the Ground Lease, in recordable form and in form attached hereto as Exhibit E (the “Ground Lease Assignment”), duly executed and acknowledged by Seller, subject only to the Permitted Exceptions applicable thereto; (f) A counterpart original of an assignment and assumption of all of the Seller’s rights, obligations and duties under the South-West Maintenance Declaration, the Mid- West Maintenance Declaration and the Talleyrand Maintenance Declaration, as the case may be, in the form attached hereto as Exhibit K (the “Assignment of Maintenance Declaration”); (g) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (fh) The Service Contract Termination Notices, duly executed by Seller; (i) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (gj) A certificate in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (ik) A certificate, dated as of the date of Closing Date(the “Bring-Down Certificate”), stating that the representations and warranties of Seller contained in (i) this Agreement (other than Section 8.1 7.5(b) and subsections (i), (ii), (v), (viii), (ix) and (x) of Section 8.1(i)) are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited permitted by this Agreement) and (ii) Section 7.5(b) and subsections (i), including (ii), (v), (viii), (ix) and (x) of Section 8.1(i) are true and correct in all respects as of the Closing Date (with appropriate modifications to reflect any changes therein permitted by this Agreement), or identifying any representation or warranty which no longer is true and correct and explaining the state of facts giving rise to the change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder, if any representation or warranty is no longer true and correct in all material respects (or, if applicable, in all respects), except such change with respect to Seller’s representations and warranties pursuant to Sections 8.1(a), (b), (c), (e), (n), (o) and (q), unless such change results (x) from or causes a breach of an independent express obligation or covenant of Seller under this Agreement or (y) from a material breach of any representation or warranty of Seller when made pursuant to this Agreement, in which event the provisions of Section 13.1 below shall apply. If such change does not (1) constitute or cause a breach of an independent express obligation or covenant of Seller under this Agreement, or (2) result from a breach of any representation or warranty of Seller when made by Seller pursuant to this Agreement, then, solely with respect to the post-Closing obligations and liabilities of Seller under this Agreement, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified as of Closing by all statements made in the Bring-Down Certificate; (l) The Lease Schedule, updated to show any changes, dated as of no more than five (5) Business Days prior to the Closing Date and an accounts receivable report with respect to the Property, dated no earlier than five (5) Business Days prior to Closing; (m) Such executed transfer tax forms and such other documents as may be reasonably necessary or appropriate to effect the consummation of the transaction which is the subject of this Agreement including, but not limited to updates to form TP-584 and RP-5217 and, as applicable, the Lease Schedule, Schedule City of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b))Yonkers transfer tax form; (jn) the Common Charge Letter, and, to the extent in Seller’s or its affiliates’ possession or control, the books, records and bank accounts for the Condominium; (o) the Association Estoppel Certificate and to the extent in Seller’s or its affiliates’ possession or control, the books, records and bank accounts for the applicable Association; (p) A written resignation, effective as of Closing, of any members and/or officers of the Condominium Board or the board of any Maintenance Association, affiliated with Seller or any Seller Affiliate, if any; (q) An Affidavit Owner’s affidavit with respect to all the Real Property for the benefit of Title in form and substance reasonably satisfactory to the Title Company, substantially in the form attached hereto as Exhibit M; (r) the Tenant Estoppels as required as a condition to close pursuant to Section 7.2, the Ground Lessor Estoppel required as a condition to close by Section 7.3 and the SNDA’s as required as a condition to close by Section 7.4. (s) The ROFO (Xxxx) Affidavit, duly executed by Seller; (t) Evidence of the termination of (x) Seller’s existing property management agreements for the Properties and (ii) any other agreement with respect to any Property entered into with any Seller’s Affiliate, including, without limitation, any construction, leasing, development or other similar agreements; (u) A counterpart of the Closing Statement, duly executed by Seller; (v) Certificates of title for all Motor Vehicles executed by Seller to convey title to Purchaser; provided that notwithstanding anything to the contrary in this Agreement the delivery of such certificates shall not be a condition precedent to Closing, and if not completed at Closing, such conveyances shall be completed within ten (10) Business Days after Closing; (w) Certified copies issued by the New York Department of State of the name change and entity conversion certificates for Seller, as described in the introduction of this Agreement; (x) The ROFO (RM) Affidavit, duly executed by Seller; (y) A Seller estoppel, in the commercially reasonable form to be agreed to by Seller and Purchaser prior to expiration of the Evaluation Period, pursuant to which Seller certifies that it is not in default of its obligations under (i) the Talleyrand Maintenance Association Documents, (ii) that certain Easement Agreement, dated August 10, 2014, with respect to the 000 Xxxxx Xxxxxx Xxxx Real Property; and (iii) that certain Shared Parking Easement Agreement, dated July 28, 2014, with respect to the 0 Xxxxxxxxx Xxxxxxxxx and 3 Executive Boulevard Real Properties pursuant to Section 10.6(b) of that agreement. Notwithstanding the foregoing, and in lieu of such Seller estoppel, and not as a condition to Closing, Seller shall use commercially reasonable efforts to obtain such an estoppel from the requisite counterparties to such documents and easements; and (kz) A counterpart original Such other documents as may be reasonably necessary or appropriate to effect the consummation of an operating agreement the transaction which is the subject of this Agreement (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Seller or result in the form any new or additional obligation, covenant, representation or warranty of Exhibit L attached to Seller under this Agreement beyond those expressly set forth in this Agreement). Immediately after the Closing, duly executed Seller shall make available to Purchaser for pick up by Seller Purchaser at Seller’s location where the same are presently located, to the extent in Seller’s or an affiliate its property manager’s possession or control, all original (or, to the extent not available, copies of) Leases, Lease files, maintenance records, warranties, Service Contracts, Licenses and Permits, plans and specifications, certificates of Seller (occupancy, keys and other items pertaining to the “Operating Agreement”)Property which are being conveyed to Purchaser hereunder.

Seller’s Closing Obligations. On the Closing DateSeller shall execute, Seller, at its sole cost acknowledge (where applicable) and expense, will deliver or cause to be delivered to Purchaser at Closing the following itemsfollowing: (a) 11.1.1 A special warranty bargain and sale deed (without covenants in the “Deed”), duly executed and acknowledged by Sellerform of Exhibit D-1 attached hereto, conveying to Purchaser Seller's right, title and interest in the Real Property and the ImprovementsProperty, subject only to the Permitted ExceptionsExceptions (the "Deed"); (b) 11.1.2 A xxxx of sale general assignment in the form attached hereto as of Exhibit C (the “Xxxx of Sale”)D-2, duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption of Purchaser Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s 's right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A Intangible Property (the “"Assignment”"), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (g) 11.1.3 A certificate in the form of Exhibit E attached hereto as (herein called "Seller's Representation Certificate"), indicating that the representations and warranties of Seller set forth in Article VI are true and correct on the Closing Date, or, if there have been permitted changes after the date hereof to the Closing Date, describing such changes; 11.1.4 The following items to the extent in Seller's possession, or under Seller's control: (i) keys for all entrance doors to the Property and (ii) all warranties, guaranties, operating reports, permits, licenses, files, drawings, plans and specifications relating to the Property and other materials related to the ownership or operation of the Property; 11.1.5 A certificate substantially in the form of Exhibit I (“Certificate as to Foreign Status”) F attached hereto certifying that Seller is not a “"foreign person” " as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; 11.1.6 A New York City Real Property Transfer Tax Return and New York State Combined Real Estate Transfer Tax Return and Credit Line Mortgage Certificate (hForm TP-584) All original Leases(together, the "Transfer Tax Returns"), each duly signed by Seller, together with the payment of the amount of the Transfer Taxes, if any, due in connection with the transactions contemplated hereunder (including the Deed and the ZLDA), in each case by delivery to Purchaser's Title Company of a certified check payable to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (i) A certificate, dated as order of the Closing Date, stating that Commissioner of Finance in the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as amount of the Closing Date (with appropriate modifications Transfer Tax due to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates New York City and a certified check payable to the Lease Scheduleorder of the New York State Department of Taxation and Finance in the amount of the Transfer Tax due to New York State (unless Seller elects to have Purchaser make such payments with a credit against the Purchase Price, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)which case such payments shall be so made by Purchaser); (ja) An Affidavit of Title in form and substance Evidence reasonably satisfactory to Purchaser and Purchaser's Title Company that the Title Company; and person executing the Closing documents on behalf of Seller has full right, power and authority to do so, and (kb) A counterpart original of an operating agreement Owner's Affidavit in the form of Exhibit L C attached hereto (with such changes as necessary for the Title Company to omit any title objections which Seller is obligated or elects to discharge and/or satisfy hereunder); 11.1.8 Instruments reasonably acceptable to Purchaser in order to terminate the documents of record identified as (i) Covenants and Restrictions in liber 4871 page 1 and (ii) Light and Air Easement in liber 6869 page 92; 11.1.9 A Declaration of Zoning Lot Restrictions, which shall be in the form annexed hereto as Exhibit N, as it may be amended (without other substantive change) at the Closing to provide for the inclusion or subtraction of Additional Parcels to the Combined Zoning Lot (the "Declaration"); 11.1.10 A zoning lot and development agreement, in the form attached hereto as Exhibit H (the "ZLDA"), which shall be recorded in the applicable New York City land records immediately after the recordation of the Deed and prior to the recordation of any mortgage obtained by Purchaser; 11.1.11 Any Waiver and Subordination(s) required to be delivered by Seller; 11.1.12 A lease, executed by Tenant, in the form attached hereto as Exhibit I (the "Lease"), together with the payment of any security deposit required thereunder; and 11.1.13 Such other documents as may be reasonably necessary or appropriate to effect the consummation of the transactions which are the subject of this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”).

Seller’s Closing Obligations. On At the Closing DateClosing, Seller, at its sole cost and expense, Seller will deliver to Purchaser the following itemsdocuments: (a) A special warranty bargain and sale deed with covenants against grantor’s acts attached hereto as Exhibit D (the “Deed”), duly executed and acknowledged by Seller, conveying to the Purchaser the Real Property and the Improvements, Improvements subject only to the Permitted Exceptions; (b) A xxxx of sale in the form attached hereto as Exhibit C (the “Xxxx of Sale”)The Lease, duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”)AT&T Wireless License, duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart The original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and PermitsAT&T Wireless License; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (gf) A certificate in the form attached hereto as Exhibit I F (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended, as well as any form or other document required under applicable laws to be executed by Seller in connection with any transfer tax applicable to the transaction contemplated by this Agreement; (h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (ig) A certificate, dated as of the Closing Datedate of Closing, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreementtherein) or identifying any representation or warranty which is not, including but not limited to updates or no longer is, true and correct and explaining the state of facts giving rise to the Lease Schedulechange. Except as otherwise provided in Section 8.3, Schedule in no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder if any representation or warranty is not true and correct in all material respects; provided, however, that such event shall constitute the non-fulfillment of Service Contracts and Arrearage Schedule as the condition set forth in Section 9.1(b)). If, despite changes or other matters described in such certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in such certificate; (h) Counterparts of the transfer tax declaration, duly executed by Seller; (i) All other Documents not previously delivered to Purchaser which are in Seller’s possession; (j) The original tax bills for the Property; (i) An Affidavit affidavit of Title title in form and substance reasonably satisfactory to required by the Title Company; and; (j) A counterpart original of the Assignment of Licenses, Permits and Plans in the form attached hereto as Exhibit K (“Assignment of Licenses, Permits and Plans”); (k) A counterpart original Xxxx of an operating agreement Sale for the Furniture in the form of attached hereto as Exhibit L attached to this Agreement, duly executed by Seller or an affiliate (“Xxxx of Seller (the “Operating AgreementSale”); and (l) Certificate of Occupancy or Certificate of Continuing Occupancy, if required by the municipality.

Seller’s Closing Obligations. On the Closing Date, SellerSellers, at its their sole cost and expense, will deliver (i) the following items (a), (b), (c), (d), (e), (f), (j), and (k) in escrow with the Title Company pursuant to Section 4.3 on or before the Deposit Time, and (ii) upon receipt of the Purchase Price, Sellers shall deliver items (g), (h) and (i) to Purchaser at the following itemsProperty: (a) A special limited warranty deed (substantially in the “Deed”)form attached hereto as Exhibit I, duly executed and acknowledged by Seller, Sellers conveying to Purchaser the Real Property and the ImprovementsImprovements (the “Deed”), subject only which Deed shall be delivered to Purchaser by the Permitted ExceptionsTitle Company agreeing to cause same to be recorded in the Official Records; (b) A xxxx Four (4) counterparts of sale the general conveyance substantially in the form attached hereto as Exhibit C H (the “Xxxx of SaleGeneral Conveyance”), ) duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal PropertySellers; (c) A counterpart original Four (4) counterparts of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the TenantsOwner LLC; (fd) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 Closing Documents on behalf of Seller Sellers has full right, power, power and authority to do so, and evidence that each Seller is duly organized and authorized to execute all other documents required to be executed by Sellers hereunder; (ge) A certificate in the form attached hereto as Exhibit I J (“Certificate as to Foreign Status”) from each Seller certifying that such Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (f) an Owner’s affidavit, duly executed by Sellers or a representative of each Seller, in form and content reasonably satisfactory to the Title Company and sufficient for the Title Company to issue the Owner Title Policy, it being understood that Sellers will induce the Title Company to insure over any “gap” period, if any, resulting from any delay in recording of documents or later dating the title insurance file; (g) The Tenant Deposits, at Owner LLC’s option, either (i) in the form of a cashier’s check issued by a bank reasonably acceptable to Purchaser, or (ii) as part of an adjustment to the Purchase Price. With respect to those Tenant Leases for which Owner LLC or its lender are holding letters of credit as security deposits, there shall not be any credit to, or adjustment in, the Purchase Price, and Owner LLC shall deliver such original letters of credit to Purchaser at Closing, together with all necessary transfer documentation, so that Purchaser and the applicable Tenants can arrange to have the letters of credit reissued in favor of, or endorsed to, Purchaser. Owner LLC agrees to cooperate with Purchaser post-Closing in connection with the reissuance or endorsement of any letters of credit and act at the reasonable discretion of Purchaser with respect thereto, until the letters of credit are re-issued or endorsed to Purchaser, provided Purchaser shall pay all transfer and/or other fees relating to such transfers of letters of credit; (h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on The Personal Property for the Property; (i) A certificateAll original Licenses and Permits, dated as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth Tenant Leases for the Property in Section 9.1(b))Sellers’ possession and control; (j) An Affidavit All keys to the Improvements which are in Sellers’ possession for the Property; (k) Such other documents as may be reasonably necessary or appropriate to effect the consummation of Title the transactions which are the subject of this Agreement, including, without limitation, the Closing Statement duly executed and delivered (provided the same do not increase in form and substance reasonably satisfactory any material respect the costs to, or liability or obligations of, Sellers in a manner not otherwise provided for herein); provided, however, that in no event shall Sellers be required to indemnify the Title Company, Purchaser, or any other party pursuant to any such documents, or undertake any other material liability not expressly contemplated in this Agreement, unless Sellers elect to do so in their sole discretion; and (kl) A counterpart original Such other transfer and tax forms, if any, as may be required by state and local Authorities as part of an operating agreement in the form transfer of Exhibit L attached to this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”)Property.

Seller’s Closing Obligations. On the Closing Date, Seller, at its sole cost and expense, will deliver to Purchaser the following items: (a) A special warranty bargain and sale deed with covenant against grantor’s acts (the “Deed”), duly executed and acknowledged by Seller, conveying to Purchaser the Real Property and the Improvements, subject only to the Permitted Exceptions; (b) A xxxx of sale in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits (and the Apex Agreement, it being agreed that Purchaser shall assume the Apex Agreement) in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (g) A certificate in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (i) A certificate, dated as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)); (j) An Affidavit of Title in form and substance reasonably satisfactory to the Title Company; and; (k) A counterpart original of an operating agreement in the form of Exhibit L attached to this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”); and (l) An properly completed and executed (i) New Jersey Affidavit of Consideration for Use by Seller Form RTF-1 to be filed with the Deed; and (ii) to the extent applicable, a Residency Certificate/Exemption Form (Form GIT-REP 3) or Nonresident Seller’s Tax Declaration.

Seller’s Closing Obligations. On At the Closing DateClosing, Seller, at its sole cost and expense, will deliver to Purchaser Seller shall do the following itemsfollowing: (a) A special warranty deed deliver to Purchaser possession of the Property, subject only to those tenants occupying the Property pursuant to the Leases and the Permitted Exceptions; (b) deliver to Purchaser a Special Warranty Deed to the Property, duly executed and acknowledged by Seller, subject only to the Permitted Exceptions, in the form annexed hereto as Exhibit C; (c) deliver to Purchaser a Xxxx of Sale and Assignment (the “DeedXxxx of Sale”), duly executed and acknowledged by Seller, conveying to Purchaser title to the Personal Property and the Intangible Property, free and clear of all encumbrances, in the form annexed hereto as Exhibit D; (d) deliver to Purchaser an Assignment of Leases and Assumption Agreement (the “Lease Assignment”), duly executed and acknowledged by Seller, conveying to Purchaser the Real Property landlord’s interest in the Leases, free and the Improvements, subject only to clear of all encumbrances other than the Permitted Exceptions, in the form annexed hereto as Exhibit E; (be) A xxxx execute a letter addressed to each tenant under the Leases informing such tenant of sale the change in ownership of the Property and Purchaser’s assumption of any security deposit (collectively, the “Tenant Notice Letters”), in the form attached annexed hereto as Exhibit C L, which Tenant Notice Letters shall be delivered immediately after Closing by Seller to the tenants of the Property; (the “Xxxx of Sale”)f) deliver to Purchaser terminations, duly executed by Seller, assigning of all existing management agreements and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as that Seller is required to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller terminate pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do soContract; (g) A certificate deliver to Purchaser all keys to all buildings and other Improvements located on the Property, combinations to safes thereon, and security devices therein in Seller’s possession; (h) to the extent in the possession of Seller, deliver to Purchaser the original signed leases, contracts, agreements, operating statements, correspondence, booklets, manuals, warranties and other documents relating to the Property or any part thereof; (i) cause the Title Company to issue to Purchaser, at Seller’s sole cost and expense (except as provided below), the Title Policy of Title Insurance with liability in the full amount of the Purchase Price, and assuring unto Purchaser good and indefeasible title to the Property, subject only to (i) the Permitted Exceptions, and (ii) the standard printed exceptions contained in such form modified as follows: (1) the exception as to taxes and standby fees shall be limited to the year of the Closing; and (2) at the option and expense of Purchaser, such other endorsements thereof as may be available; (j) execute and deliver to Purchaser or obtain for delivery to the Title Company any other instruments reasonably necessary to close this Contract, including, by way of example but not limitation, closing statements, releases, evidence of authority of the party executing instruments on Seller’s behalf (i.e., corporate resolutions) and delivery of instruments required of Seller by the Title Company under Schedule C of the Commitment; (k) execute and deliver a certified Rent Roll, in the form attached hereto prescribed hereinabove, dated not more than five (5) days prior to the Closing Date; (l) execute and deliver a sworn affidavit affirming the non-foreign status of Seller as Exhibit I set forth herein; (“Certificate m) if in the possession of Seller, deliver to Purchaser the originals of the Permits; (n) if in the possession of Seller, deliver to Purchaser the originals of the Plans and Studies; (o) such other affidavits and certificates as to Foreign Status”) certifying that Seller is not may be required by the Title Company and are approved by Seller, including a “non-foreign person” as defined affidavit in Section compliance with Sections 1445 and 7701 of the Internal Revenue Code of 1986, as amended; (hp) All original LeasesEstoppel Letters, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Propertynot previously delivered to Purchaser; (iq) A certificateto the extent any letters of credit are held under any Leases, dated as Seller shall deliver the original letter(s) of credit, together with documentation sufficient to cause the letter(s) of credit to be assigned to Purchaser upon approval thereof by the issuer of the Closing Date, stating letter(s) of credit; and (r) a certificate of Seller certifying that the all of Seller’s representations and warranties of Seller contained in Section 8.1 are this Contract remain true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)); (j) An Affidavit of Title in form and substance reasonably satisfactory to the Title Company; and (k) A counterpart original of an operating agreement in the form of Exhibit L attached to this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”)Date.

Seller’s Closing Obligations. On or before the Scheduled Closing Date, Seller, at its sole cost and expense, Seller will deliver to Purchaser the following itemsitems to Escrow Agent, except as provided below: (a) A special warranty bargain and sale deed in the form attached hereto as Exhibit 10.3(a) (the “Deed”), duly executed and acknowledged by Seller, conveying to Purchaser the Real Property and the Improvements, Improvements subject only to the Permitted Exceptions, together with all forms required for the recording of the Deed and the payment of all transfer taxes; (b) A blanket assignment and xxxx of sale in the form attached hereto as Exhibit C 10.3(b) (the “Xxxx of Sale”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits;[Intentionally Deleted.] (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) Intangible Property and the Licenses and Permits Permits, in the form attached hereto as Exhibit A 10.3(d) (the “Assignment”), duly executed by or on behalf of Seller, conveying and assigning such other documentation as Purchaser may reasonably require to Purchaser all of Seller’s right, title, transfer registered intellectual property and interest, if any, internet sites included in such Service Contracts and the Licenses and PermitsIntangible Property; (e) The Tenant Notice LettersA counterpart original of an assignment and assumption of the Operating Agreement, in recordable form, duly executed and acknowledged by Seller, with respect to Seller (the Tenants“Assignment of Operating Agreement”); (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (g) A certificate in the form attached hereto as Exhibit I 10.3(f) (“Certificate as to Non-Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (g) An assignment of the Leases, security deposits, and prepaid rents by way of an assignment and assumption agreement, in the form attached hereto as Exhibit 10.3(g) (the “Assignment of Leases”), duly executed by Seller; (h) All original Leases, The appropriate documentation to effect any L/C Transfer; (i) [Reserved]; (j) Appropriate notice of the transaction to the counterparty to the Operating Agreement and the ground lessor under the Ground Lease; (k) To the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Leases, Licenses and Permits and Service Assumed Contracts in Selleraffecting the Real Property and Improvements (or copies where originals are not available), all of which shall be delivered by turnover to Purchaser’s possession bearing on agents at the PropertyProperty at the time of the Closing and need not be delivered to Escrow Agent; (il) A certificate, dated as current rent roll for the Property in the form of the Closing Date, stating that the representations and warranties of Rent Roll certified by Seller contained in Section 8.1 are as being true and correct in all material respects as respects; (m) A notice to each of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to Tenants under the Lease Schedule, Schedule Leases regarding the transfer of Service Contracts and Arrearage Schedule the Property in the form attached hereto as set forth in Section 9.1(b)Exhibit 10.3(m); (jn) An Affidavit assignment of the Ground Lease and any security deposits and prepaid rents thereunder by way of an assignment and assumption agreement, in the form attached hereto as Exhibit 10.3(n) (the “Assignment of Ground Lease”), duly executed by Seller, together with the duly executed and acknowledged consent of each ground lessor, to the extent required under the terms of the Ground Lease; (o) A Seller’s title affidavit in the form attached hereto as Exhibit 10.3(o), subject to such changes as may reasonably be requested by Purchaser to satisfy the requirements of Title in form Company and substance reasonably satisfactory as do not increase Seller’s obligations or liabilities from its obligations and liabilities under this Agreement. (p) A closing statement reflecting all credits, prorations, apportionments and adjustments contemplated hereunder (the “Closing Statement”), it being agreed that Seller shall use commercially reasonable efforts to send a draft of the same to Purchaser for its review not less than ten (10) days prior to the Title CompanyScheduled Closing Date, and Seller shall be obligated to send such draft to Purchaser not less than five (5) Business Days prior to the Scheduled Closing Date (and if Seller delivers such draft later than such time the Scheduled Closing Date shall be extended by a corresponding period not to exceed five (5) Business Days); (q) Books and records at the Property held by or for the account of Seller and the leasing and management files held by Seller or its managing agent, including without limitation, plans and specifications, as available, all of which shall be delivered by turnover to Purchaser’s agents at the Property at the time of the Closing and need not be delivered to the location of the Closing; (r) Copies of good standing certificates, certified resolutions, incumbency certificates and/or consents for Seller authorizing the transactions and the signatories to the closing documents, on behalf of Seller; (s) To the extent not previously delivered, the Tenant Estoppel Certificates, Ground Lease Estoppel Certificates, Operating Agreement Estoppel Certificates and, if applicable, the Seller’s Affidavit; and (kt) A counterpart original All keys and/or pass-cards to all entrance doors and security and access codes to the Improvements, all passwords and passcodes to computer hardware and software, and keys to all vehicles, all of an operating agreement in which shall be delivered by turnover to Purchaser’s agents at the form Property at the time of Exhibit L attached the Closing and need not be delivered to this Agreement, duly executed by Seller or an affiliate the location of Seller (the “Operating Agreement”)Closing.

Seller’s Closing Obligations. On the Closing Date, Seller, at its sole cost and expense, will deliver for the Property (i) the following items (a), (b), (c), (d), (e), (f), (j), (k), (l), (m) and (n) in escrow with the Title Company pursuant to Section 4.4 on or before the Deposit Time, and (ii) upon receipt of the Purchase Price, Seller shall deliver items (g), (h) and (i) to Purchaser at the following itemsProperty: (a) A special warranty deed (the “Deed”), duly executed and acknowledged by Seller, conveying to Purchaser the Real Property and the Improvements, subject only to the Permitted Exceptions; (b) A xxxx of sale substantially in the form attached hereto as Exhibit C I, duly executed and acknowledged by Seller conveying to Purchaser the Champions Village Real Property and the Champions Village Improvements (the “Xxxx of SaleChampions Village Deed”), duly executed by Seller, assigning ) and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits a special warranty deed substantially in the form attached hereto as Exhibit B I, duly executed and acknowledged by Seller conveying to Purchaser the Oak Park Real Property and the Oak Park Improvements (the “Assignment of LeasesOak Park Deed” and together with the Champions Village Deed, the “Deeds”), duly executed by Seller, conveying and assigning which Deeds shall be delivered to Purchaser all by the Title Company agreeing to cause same to be recorded in the Official Records; additionally, if the legal description of Seller’s rightany Real Property drawn from the final versions of the Updated Surveys differs from the descriptions set forth in Exhibit A-1 and/or Exhibit A-2 attached hereto, title and interest, as lessorSeller shall, in addition to the Leases and Security Deposits;Deeds, deliver to Purchaser at Closing a deed without warranty using the description of the applicable Real Property from the final versions of the Updated Surveys to be recorded immediately following the recordation of the Deeds (db) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts Four (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration 4) counterparts of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits general conveyance substantially in the form attached hereto as Exhibit A H (the “AssignmentGeneral Conveyance”), ) duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (ec) The Four (4) counterparts of the form of Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (fd) Evidence reasonably satisfactory to Purchaser and Title Company (to enable the Title Company to issue the Title Policy without except for matters related to the lack of authority of Seller to convey the Property) that the person executing the documents delivered by Seller pursuant to this Section 10.3 Closing Documents on behalf of Seller has full right, power, power and authority to do so, and evidence that Seller is duly organized and authorized to execute this Agreement and all other documents required to be executed by Seller hereunder; (ge) A certificate in the form attached hereto as Exhibit I J (“Certificate as to Foreign Status”) from Seller certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (f) The Tenant Deposits, at Seller’s option, either (i) in the form of a cashier’s check issued by a bank reasonably acceptable to Purchaser, or (ii) as part of an adjustment to the Purchase Price. With respect to those Tenant Leases for which Seller or its lender are holding letters of credit as security deposits, there shall not be any credit to, or adjustment in, the Purchase Price, and Seller shall deliver such original letters of credit to Purchaser at Closing, together with all necessary transfer documentation, so that Purchaser and the applicable Tenants can arrange to have the letters of credit reissued in favor of, or endorsed to, Purchaser. Seller agrees to cooperate with Purchaser post-Closing in connection with the reissuance or endorsement of any letters of credit and act at the reasonable discretion of Purchaser with respect thereto, until the letters of credit are re-issued or endorsed to Purchaser, provided Purchaser shall pay all transfer and/or other fees relating to such transfers of letters of credit; (g) The Personal Property; (h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Permits, Service Contracts and Tenant Leases in Seller’s possession bearing on the Propertyand control; (i) A certificate, dated as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates All keys to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth Improvements which are in Section 9.1(b))Seller’s possession; (j) An Owner Affidavit in the form attached hereto as Exhibit K duly executed by Seller; (k) Such other documents as may be reasonably necessary or appropriate to effect the consummation of Title the transactions which are the subject of this Agreement, including, without limitation, the Closing Statement duly executed and delivered (provided the same do not increase in form any material respect the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein); (l) Such other transfer and substance tax forms, if any, as may be required by state and local Authorities as part of the transfer of the Property; (m) Evidence reasonably satisfactory acceptable to Purchaser that Seller has duly terminated all management agreements relating to the Title CompanyReal Property, Improvements and/or Personal Property prior to or at Closing; and (kn) A counterpart original of an operating agreement in the form of Exhibit L attached to this Agreement, duly The executed by Seller or an affiliate of Seller (the “Operating Agreement”)Guaranty.

Seller’s Closing Obligations. On At the Closing DateClosing, Seller, at its sole cost and expense, will Seller shall deliver to Purchaser and/or the Title Company, as applicable, the following items: (a) A special warranty deed (the “Deed”), documents duly executed and and, where appropriate, acknowledged by Seller, conveying and the following other items (the documents and other items described in this Section 10 which are to Purchaser be delivered at Closing are collectively referred to as "Seller’s Closing Documents"): Section 10.01 A Bargain and Sale Deed Without Covenant Against Grantor’s Act for each Property in the forms attached as Exhibit 10.01 properly executed and in proper form for recording. Section 10.02 Tax returns for each Property in respect of the New York State Real Estate Transfer Tax (the "TP-584") and the New York City Real Property Tax (the "NYC-RPT") or completion of any such forms provided by the Title Company to Seller which are necessary for the Title Company to so complete the TP-584 and NYC-RPT, each as executed by Seller, as applicable. Section 10.03 A Real Property Transfer Tax Report for each Property (the "RP-5217NYC") or completion of any such forms provided by the Title Company to Seller which are necessary in order for the Title Company to so complete the RP-5217NYC, each as executed by Seller, as applicable. Section 10.04 A Non-Multiple Dwelling Affidavit for each Property, executed by the applicable Seller. Section 10.05 A Xxxx of Sale for each Property, executed by the applicable Seller, in the forms attached as Exhibit 10.05. Section 10.06 An Assignment and Assumption of the Leases for each Property, executed by the applicable Seller, in the forms attached as Exhibit 10.06. Section 10.07 To the extent the same are in the possession or under the control of Seller, an original executed counterpart of each Lease and any guaranties thereof (or a true and complete copy thereof), and all security deposits theretofore paid in cash to Seller as required to be held pursuant to the terms of the Leases, together with an accounting certified by Seller, of the disposition, if any, of such security deposits, in accordance with this Contract, and the Improvements, subject only original letter of credit as amended or assigned pursuant to the Permitted Exceptions;terms of Section 13.10 or the original letter of credit and the applicable transfer documentation relating thereto executed by Seller in accordance with Section 13.10. (b) Section 10.08 A xxxx of sale notice letter to the Tenants under the Leases with respect to each Property, executed by the applicable Seller, in the form forms attached as Exhibit 10. Section 10.09 A settlement statement reflecting payments and adjustments pursuant to this Contract, executed by Seller. Section 10.10 To the extent they are then in Seller’s or Seller’s property manager’s possession or control and not posted at the Property, the Licenses and Permits with respect to each Property, together with an Assignment and Assumption of Licenses and Permits for each Property, executed by the applicable Seller, in the forms attached as Exhibit 10.10. Section 10.11 An owner’s title affidavit for each Property, executed by the applicable Seller, in the forms attached hereto as Exhibit C (10.11 and such other information and documentation as the “Xxxx Title Company shall reasonably require in order to issue policies of Sale”)title insurance to Purchaser as required pursuant to this Contract and to consummate the transactions contemplated by this Contract. Section 10.12 A FIRPTA Affidavit for each Seller, duly executed by the applicable Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form forms attached hereto as Exhibit B (the “Assignment 10.12. Section 10.13 Copies of Leases”), duly executed by Seller, conveying all warranties and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interestguaranties, if any, in such Service Contracts Seller’s possession covering the Buildings, fixtures and other property which are included in the Licenses sale. Section 10.14 An Assignment and Permits; (e) The Tenant Notice LettersAssumption of Warranties and Guaranties for each Property, duly executed by the applicable Seller, with respect in the forms attached as Exhibit 10.14. Section 10.15 Each Seller’s organizational documents, resolutions and consents, as applicable, certified by a general partner, managing member or officer, as the case may be, of the applicable Seller as true, correct and complete, which evidence and certify that the execution and delivery by such Seller of this Contract, the Seller’s Closing Documents and any other documents set forth herein have been duly authorized by all necessary action of such Seller and that this Contract, the Seller’s Closing Documents and such other documents have been duly executed and delivered by such Seller. Section 10.16 The Tenant Estoppels required pursuant to Section 6.04 (originals, if available, or copies) and all other Tenant Estoppels in Seller’s possession or control (originals, if available, or copies). Section 10.17 A revised Rent Roll for each Property, updated to the Tenants; (f) Evidence reasonably satisfactory date of Closing and certified to Purchaser be true and the Title Company that the person executing the documents delivered correct by Seller pursuant to this at Closing. Section 10.3 on behalf of Seller has full right, power, and authority to do so; (g) 10.18 A certificate from Seller, in the form of Exhibit 10.18, restating, as of the Closing Date, the representations made by Seller in Section 4.01, except that Seller, in such certificate may modify the representations made by Seller in Section 4.01(l) through (x) to reflect facts and circumstances that exist on and as of the Closing Date, it being understood that nothing contained in this Section 10.18 shall relieve Seller of its obligation to comply with all covenants of Seller expressly set forth herein. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty which results from any change that (i) occurs between the Effective Date and the date of Closing and (ii) is expressly permitted under the terms of this Contract or is beyond the reasonable control of Seller to prevent; provided, however, that the occurrence of a change which is not permitted hereunder or is beyond the reasonable control of Seller to prevent shall, if materially adverse to Purchaser, constitute the non- fulfillment of the condition set forth in Section 14.02(a); if, despite changes or other matters described in such certificate, the Closing occurs, Seller's representations and warranties set forth in this Contract shall be deemed to have been modified by all statements made in such certificate. Section 10.19 An Assignment and Assumption of Service Contracts for each Property, executed by the applicable Seller, in the forms attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (h) All original Leases10.19 and, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in a copy of each Assumed Service Contract. Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in 10.20 An invoice marked paid executed by Seller’s possession bearing on Broker with respect to all amounts due to Seller’s Broker in connection with the Property;transactions contemplated by this Contract. (i) A certificate, dated as Section 10.21 All Property Information reasonably necessary for the continued operation of the Closing DateProperty to the extent in the possession or control of Seller. Section 10.22 Keys, stating that the representations combinations and warranties of Seller contained in passcodes for each Property. Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited 10.23 Any other documents required by this Agreement, including but not limited Contract to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)); (j) An Affidavit of Title in form and substance reasonably satisfactory to the Title Company; and (k) A counterpart original of an operating agreement in the form of Exhibit L attached to this Agreement, duly executed be delivered by Seller or an affiliate of Seller (that may be reasonably requested by the “Operating Agreement”)Title Company in order to consummate the transactions contemplated by this Contract.

Seller’s Closing Obligations. On the Closing Date, Seller, at its sole cost and expense, will deliver (y) the following items (a), (b), (c), (d), (e), (f), (h) and (m) in escrow with the Title Company pursuant to Section 4.3, and (z) upon receipt of the Purchase Price, Seller shall deliver the remaining items under this Section 10.3 to Purchaser at the following itemsProperty: (a) A special warranty grant deed substantially in the form attached hereto as Exhibit H (the “"Deed”"), duly executed and acknowledged by Seller, Seller conveying to Purchaser the Real Property and the Improvements, Improvements subject only to the Permitted Exceptions, which Deed shall be delivered to Purchaser by the Title Company agreeing to cause same to be recorded in the Official Records; (b) A xxxx of sale in the form attached hereto as Exhibit C The General Conveyance duly executed by Seller; (the “Xxxx of Sale”)c) The Development Agreement Assignment and Assumption, duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect Seller (which the parties may mutually agree to the Tenantsdeliver outside of Escrow); (fe) Evidence reasonably satisfactory to Purchaser and the Title Company and Purchaser that the person executing the Closing documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, power and authority to do so; (gf) A certificate in the form attached hereto as Exhibit I (“"Certificate as to Foreign Status”") certifying that Seller is not a “"foreign person” " as defined in Section 1445 of the Internal Revenue Code of 1986, as amended, and a California Form 593W; (g) The Tenant Deposits, at Seller's option, either (i) in the form of a cashier's check issued by a bank reasonably acceptable to Purchaser, or (ii) as part of an adjustment to the Purchase Price. In the event the Tenant Deposits are in the form of a letter of credit, then Seller shall deliver at Closing the original letter(s) of credit, together with documentation sufficient to cause the letter(s) of credit to be assigned to Purchaser upon approval thereof by the issuer of the letter(s) of credit; (h) All original Leases, to A counterpart of the extent in MTA Consents executed by Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (i) A certificate, dated as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b))The Personal Property; (j) An Affidavit The Rent Roll, updated to show any changes, to Seller's Knowledge, as of Title in form and substance reasonably satisfactory one (1) Business Day prior to the Title CompanyClosing Date (which shall be deemed a part of the Documents for purposes of this Agreement); (k) All original Licenses and Permits, Tenant Leases, Service Contracts, the Records and Plans, the Development Agreement, the MTA Right-of-Way Lease and the MTA Right-of-Way License in Seller's possession and control; (l) All keys to the Improvements which are in Seller's possession; and (km) A counterpart Such other documents as may be reasonably necessary or appropriate to effect the consummation of the transactions which are the subject of this Agreement. Promptly following the Closing Seller shall deliver to the City a notice of the assignment of the Development Agreement to Purchaser as required under Section 13.1.2 of the Development Agreement and an original of an operating agreement in the form of Exhibit L attached to this Agreement, duly fully executed by Seller or an affiliate of Seller (the “Operating Agreement”)Development Agreement Assignment and Assumption.

Seller’s Closing Obligations. On At the Closing DateClosing, Seller, at its sole cost and expense, will each Seller shall deliver or cause to Purchaser be delivered the following items:to Buyer (through Escrow Agent to extent required) with respect to such Seller’s Subject Premises (collectively, “Seller’s Closing Documents”): (a) A special warranty deed (Deed, in the form annexed hereto as Exhibit “DeedD”), duly properly executed and acknowledged by Seller, conveying in recordable form so as to Purchaser convey the Real Property and the Improvements, subject only title to the Permitted Exceptionsapplicable Subject Premises as required by this Agreement; (b) A xxxx Originals, or copies if no originals are available, of sale in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title all Leases to the Personal extent same are in Seller’s possession or control (which may be delivered at the Subject Property); (c) A counterpart original certified rent roll for each Subject Premises dated as of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security DepositsClosing Date; (d) A counterpart original of an assignment and assumption of To the extent that they are then in Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior possession or control, copies or originals of all certificates, licenses, permits, authorizations and approvals issued for or with respect to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) Subject Premises by governmental and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permitsquasi-governmental authorities having jurisdiction; (e) The Tenant Notice Letters, duly executed by Seller, with respect A certificate stating that Seller effective as of the Closing Date has terminated all Service Agreements related to the TenantsSubject Premises that are required to be terminated in accordance with Section 8(d); (f) Evidence reasonably satisfactory to Purchaser and A credit against the Title Company that Purchase Price, in the person executing amount of the documents delivered security deposits held by Seller pursuant (together with interest thereon (less any portion to this Section 10.3 on behalf which Seller is entitled as an administrative fee) if the term of Seller has full right, power, and authority the Lease provides that interest accrues to do sothe benefit of the tenant); (g) A certificate Termination of all Leases in the form attached annexed hereto as Exhibit I “G”; (h) A Bill of Sale with respect to the personal property, if any, included herein in the form annexed hereto as Exhibit “Certificate as to E”; (i) A New York State Form TP-584 Real Estate Transfer Tax Return, together with any other transfer tax declarations or forms, together the payment of the applicable transfer taxes; (j) A New York Form 5217 Equalization and Assessment Report; (k) A Certification of Non-Foreign Status”) certifying that Seller is not a “foreign person” as defined Status in accordance with the provisions of Section 1445 of the Internal Revenue Code of 1986, as amendedamended (“Section 1445”); (hl) All original LeasesAn owner’s and such other affidavits (including, mechanic lien indemnity and non-imputation indemnity and affidavit) as Buyer's title company shall reasonably require in order to effect the sale of the Subject Premises, issue the Title Policies, and the other obligations of the parties as contemplated herein, in form and substance reasonably acceptable to Seller; (m) If applicable, to the extent they are then in Seller's possession or control, copies of all Building and tenant files and records (which may be delivered at the Subject Property); (n) To the extent in Seller’s possessionpossession or control, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (i) A certificate, dated as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates keys/access codes to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)Subject Premises (which may be delivered at the Subject Property); (jo) An Affidavit A resolution/membership consent of Seller’s managers and/or members authorizing the sale and delivery of the Subject Premises and transaction contemplated as herein described; (p) Such other documents (including affidavits, indemnities and transfer tax declarations) as may be reasonably required by Xxxxx or the Buyer’s lender and/or Title in form and substance Company to consummate the transaction contemplated by this Agreement; (q) Such evidence as the Title Company shall reasonably satisfactory require, to the Title Company; andeffect that the execution and performance of this Agreement has been duly authorized by Seller, and evidencing the authority of the signatory acting on behalf of Seller; (kr) A counterpart original of an operating agreement in the form of Exhibit L attached Each Seller shall execute and deliver to this Agreement, duly executed by Seller or an affiliate of Seller Buyer a settlement sheet (the “Operating AgreementSettlement Sheet”)) that shall, among other things, set forth the Purchase Price for the applicable Subject Premises, all credits against such Purchase Price, the amounts of all prorations and other adjustments to such Purchase Price and all disbursements made at Closing on behalf of Buyer and Seller.

Seller’s Closing Obligations. On At the Closing DateClosing, Seller, at its sole cost and expense, will Seller shall deliver to Purchaser the following itemsBuyer: (a) A special warranty a quitclaim deed to Buyer, or to a nominee designated by Buyer (which shall be an entity controlled by, controlling, or under common control with Buyer) not later than seven (7) business days prior to the Time of Closing, conveying title to the Premises in accordance with the terms hereof (the “"Deed”"), duly executed and acknowledged by Seller, conveying to Purchaser the Real Property and the Improvements, subject only to the Permitted Exceptions; (b) A xxxx an Assignment and Assumption of sale Leases in the form attached hereto as of Exhibit C E (the “Xxxx of Sale”"Lease Assignment"), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original a Xxxx of an assignment Sale and assumption Assignment and Assumption of Seller’s interestLicenses, as lessorPermits, in the Leases Approvals, Warranties, Guaranties, Contracts and Security Deposits Plans and Specifications in the form attached hereto as of Exhibit B F (the “Assignment "Xxxx of Leases”Sale"), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original such customary affidavits and indemnities as Buyer's title insurance company may reasonably require in order to issue so-called owner's title insurance policies insuring Buyer's title to the Premises without any exception for mechanics' or materialman's liens and limiting the exception for parties in possession to tenants under the Existing Leases; (e) an affidavit of non-foreign status in the form of Exhibit H; (f) such evidence of legal existence and good standing of Seller, and authority and incumbency of those persons executing the closing documents on behalf of Seller, and such other reasonable documents as may be required by the Land Court to issue a new certificate of title to Buyer covering the portion of the Premises which is registered land, or as otherwise may be required by the Title Company to issue a policy of title insurance to Buyer in accordance with the terms of this Agreement; (g) an assignment and assumption to Buyer of Seller’s the lessor's interest in the Service Contracts ground lease (other than any Service Contracts the "Ground Lease") by and between Oaks Apartments LLC and 00 Xxx Xxxxxx Extension LLC dated as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits October 14, 1997 in the form attached hereto as of Exhibit A I (the “"Ground Lessor's Assignment”"), duly executed ; (h) an assignment to an entity designated by Seller, conveying Buyer of the ground lessee's interest in the Ground Lease in the form of Exhibit J (the "Ground Lessee's Assignment"); (i) a letter to each of the tenants under the Existing Leases advising it of the change in ownership of the Premises and assigning the assignment of the security deposits and any prepaid rent to Purchaser all of Seller’s right, titleBuyer, and interestdirecting that rentals or other payments thereafter be paid to a payee designated by Buyer; (j) all security deposits received by Seller from tenants under Existing Leases and not previously applied by Seller in accordance with the respective Existing Leases, together with any interest thereon due to such tenants, and any prepaid rents and other similar sums then held by Seller as landlord under the Existing Leases; (k) fully executed original copies of the Existing Leases (or, in the case or any subleases of the parcel covered by the Ground Lease, such originals or photocopies thereof as maybe in Seller's possession) in effect at the Time of Closing; (l) a current rent roll with respect to the Premises, certified by Seller as true and correct as of the Time of Closing; (m) copies of all plans and specifications relating to the Premises in Seller's possession or control, and copies of all plans, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice LettersSeller's possession or control, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (g) A certificate in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code layout of 1986, as amended; (h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (i) A certificatesprinkler, dated as of the Closing Datesmoke detector, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)); (j) An Affidavit of Title in form and substance reasonably satisfactory to the Title Companyfire and/or burglar alarm systems; and (kn) A counterpart original of an operating agreement all keys to the Premises or any portion thereof in the form of Exhibit L attached to this Agreement, duly executed by Seller Seller's possession or an affiliate of Seller (the “Operating Agreement”)control.

Seller’s Closing Obligations. On At the Closing DateClosing, Seller, at its sole cost and expense, Seller will deliver to Purchaser the following itemsdocuments: (a) A special Special warranty deed deeds with covenants against the grantor’s acts (the “Deed”), duly executed and acknowledged by Seller, conveying to Purchaser the Real Property and the Improvements, Improvements subject only to the Permitted Exceptions. With respect to the Real Property and Improvements listed on Exhibit K as being identified for 1031 exchanges, each such Property shall be transferred pursuant to a single Deed listing for recording purposes the Purchase Price allocation for such Real Property as set forth on Exhibit K; with respect to the balance of the Real Property and Improvements, they will be transferred pursuant to a single Deed for all Real Property located within the same county and the allocated Purchase Price for purposes of recording the Deed relating thereto shall be the aggregate of the portions of the Purchase Price allocated to such Real Property on Exhibit K; (b) A blanket assignment and xxxx of sale in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s leasehold estate at 400 South Colorado in form reasonably satisfactory to counsel for both parties and which shall be agreed upon during the Evaluation Period (the “Assignment of Ground Lease”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, in the Ground Lease; (e) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits substantially in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s assignable right, title, and interest, if any, in such the Service Contracts and Contracts, the Licenses and Permits, the Apex Agreements (only to the extent the Apex Agreements pertain to the Property) and the construction and other contracts in connection with the Mt. Pyramid Project; (ef) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (fg) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (gh) A certificate in the form attached hereto as Exhibit I J (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (hi) All original Leases, Licenses and Permits and Service Contracts to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Propertyor control; (ij) A certificatecertificate (the “Seller Certificate”), dated as of the Closing Datedate of Closing, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein therein) or identifying any representation or warranty which is not, or no longer is, true and correct and explaining the state of facts giving rise to the change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder and it shall not constitute failure of a condition precedent, if any representation or warranty is no longer true and correct in all material respects unless Purchaser can prove that are Seller made an intentionally false representation, warranty or certification as of the Effective Date or as of the expiration of the Evaluation Period; provided, however, that if: (i) such event constitutes the non-fulfillment of the condition set forth in Section 9.1(b), Purchaser shall have the right to terminate this Agreement or receive a reduction in the Purchase Price in accordance with the provisions of Section 9.1(b), and (ii) such representation or warranty that is no longer true and correct in all material respects is contained in Subsections 8.1(a) through (d), (f), and (l) through (p), and such change is not prohibited in accordance with Section 7.1, it shall constitute the failure of a condition precedent, entitling Purchaser to terminate this Agreement by written notice to Seller. In such event, Purchaser shall receive the prompt return of the Xxxxxxx Money Deposit and all interest earned thereon, and except for the Termination Surviving Obligations, neither party shall have any further liability under this Agreement. The representations, warranties and certifications of Seller contained in the Seller Certificate shall be subject to the provision of Section 8.3 above; (k) The estoppel certificates received by Seller pursuant to Section 7.2 above; and (l) Such other documents as may be reasonably necessary or appropriate to effect the consummation of the transaction which is the subject of this Agreement, including but not limited to updates to the Lease Schedule, Schedule Colorado Withholding Form 1083 and an affidavit of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)); (j) An Affidavit of Title title in form and substance reasonably satisfactory to Seller and the Title Company; and (k) A counterpart original of an operating agreement in the form of Exhibit L attached to this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”).

Seller’s Closing Obligations. On or before the Closing Date, Seller, at its sole cost and expense, will deliver to Purchaser Seller shall deposit or cause the following itemsto be deposited into Escrow (duly executed, as appropriate), for recordation or delivery to Buyer as appropriate: (a) A special warranty deed Grant Deed for the Land, the Improvements, the Appurtenant Rights, the Water Rights and the Oil, Gas and Mineral Rights (collectively, the “Grant Deed”), duly substantially in the form set forth on Exhibit D, executed by Xxxxxx and acknowledged sufficient to convey insurable title thereto to Buyer or its Authorized Assignee(s) as designated by Seller, conveying to Purchaser the Real Property and the Improvements, subject only to the Permitted Exceptions;Xxxxx. (b) A xxxx Bill of Sale, in form and substance set forth on Exhibit E, attached hereto, to Buyer for the sale in of the form attached hereto Improvements (to the extent they are personal property, as Exhibit C opposed to real property), Crops, Tangible Personal Property, and other tangible personal property constituting a portion of the Property, executed by Seller to Buyer and/or its Authorized Assignee(s), as directed by Xxxxx, all free and clear of any liens (the “Xxxx Bills of Sale”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property;. (c) A counterpart original One or more assignments of an assignment and assumption 425 shares of Seller’s interestThe Pioneer Water Company water stock, as lessor, in together with the Leases and Security Deposits in the form attached hereto as Exhibit B certificates representing such stock (the “Assignment of LeasesWater Stock Assignment”), duly executed by Seller, conveying in form reasonably acceptable to Buyer and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits;PWC. (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration One or more assignments of the Evaluation Period that Purchaser elects not to assume at Closingtwo (2) and leases with the Licenses and Permits in Pioneer Water Company regarding the form attached hereto as Exhibit A total 85.5 shares of water stock (collectively, the “Water Stock Lease Assignment”), duly executed by Seller, conveying in form reasonably acceptable to Buyer and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits;PWC. (e) The Tenant Notice LettersDuplicate signed counterparts of an Assignment of Intangible Personal Property in form and substance reasonably acceptable to Buyer for the sale of the Intangible Personal Property, duly Environmental Attributes, and other intangible personal property constituting a portion of the Property, executed by SellerSeller to Buyer and/or its Authorized Assignee(s), with respect to as directed by Xxxxx, all free and clear of any liens (the Tenants;“Intangible Property Assignment”). (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered The Closing Statement (as defined below) executed by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so;Xxxxxx. (g) A certificate in Seller’s certification to the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying effect that Seller it is not a “foreign person,” as such term is defined in Section 1445 of the Internal Revenue Code of 1986, as amended;or evidence that any taxes due have been paid or otherwise provided for. (h) Seller’s certification to the effect that it is not subject to withholding under 18662, or completed California Forms 593 (the “Withholding Documents”). (i) All original Leaseskeys, codes and combinations for locks, safes or security devices under Seller’s control located on the Property. (j) Such other documents, resolutions, consents, and affidavits, reasonably necessary or advisable to effect the valid consummation of the transaction evidenced by this Agreement. (k) Seller’s recertification required under Section 8.2. (l) Evidence reasonably acceptable to Xxxxx’s counsel that the documents delivered to Buyer by Seller have been duly authorized by Xxxxx or its Authorized Assignee, duly executed on behalf of Buyer or its Authorized Assignee and when delivered constitute valid and binding obligations of Buyer or its Authorized Assignee. (m) At Closing, but outside Escrow, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts they are then in Seller’s possession bearing on and not posted at the Property; (i) A certificate, dated as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (any licenses or permits issued for or with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates respect to the Lease Schedule, Schedule of Service Contracts Property by governmental and Arrearage Schedule as set forth in Section 9.1(b)); (j) An Affidavit of Title in form and substance reasonably satisfactory to the Title Company; and (k) A counterpart original of an operating agreement in the form of Exhibit L attached to this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”)quasi-governmental authorities having jurisdiction.

Seller’s Closing Obligations. On At the Closing DateClosing, SellerSeller shall deliver to Purchaser, at its sole cost and Seller’s expense, will deliver to Purchaser the following items: (a1) A special warranty deed (the “Deed”), duly executed and acknowledged [check only one] General Warranty Deed x Special Warranty Deed (with vendor’s lien retained if financing is given by Seller, Seller or obtained from a third party) conveying the Property in fee simple according to Purchaser the Real Property and legal description prepared by the Improvementssurveyor as shown on the Survey, subject only to the Permitted Exceptions; (b2) A xxxx of sale in An updated Title Commitment committing the form attached hereto as Exhibit C (underwriter for the “Xxxx of Sale”)Title Company to issue promptly after the Closing, duly executed by at Seller’s expense, assigning and conveying to Purchaser, without representation or warranty, title the Title Policy pursuant to the Personal Property; (c) A counterpart original of an assignment and assumption of Seller’s interestTitle Commitment, as lessorsubject only to the Permitted Exceptions, in the Leases full amount of the Purchase Price, dated as of the date of the Closing, and Security Deposits in (at an additional premium cost) [check only one if applicable] with the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of survey exception modified at Seller’s right, title and interest, as lessor, expense to read “any shortages in area,” or x with the Leases and Security Depositssurvey exception modified at Purchaser’s expense to read “any shortages in area;” (d3) A counterpart original Bill of an assignment and assumption of Seller’s interest in Sale conveying the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interestpersonal property, if any, in such Service Contracts including, but not limited to, any described on Addendum A, IMPROVED PROPERTY, free and clear of liens, security interests and encumbrances, subject only to the Licenses and PermitsPermitted Exceptions (to the extent applicable); (e4) The Tenant Notice LettersPossession of the Property, duly executed subject to valid existing leases disclosed by Seller, with respect Seller to the TenantsPurchaser and other applicable Permitted Exceptions; (f5) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf An executed assignment of Seller has full rightall leases, power, and authority to do so; (g) A certificate in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and if there are any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on leases affecting the Property; (i6) A certificatecurrent rent roll certified by Seller to be complete and accurate, dated as of if there are any leases affecting the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b))Property; (j7) An Affidavit Evidence of Title in form Seller’s authority and substance reasonably satisfactory capacity to the Title Companyclose this transaction; and (k) A counterpart original of an operating agreement in 8) All other documents reasonably required by the form of Exhibit L attached Title Company to close this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”)transaction.

Seller’s Closing Obligations. On At the Closing, in addition to other actions to be taken by each Seller at the Closing Datepursuant to other provisions of this Agreement, Sellereach Seller shall deliver, at its sole cost and expenseor cause the Company to deliver, will deliver to Purchaser as the case may be, the following itemsto Buyer: (a) A special warranty deed (certificates representing the “Deed”)Company Shares held by such Seller, duly endorsed (or accompanied by duly executed and acknowledged stock powers) for transfer to Buyer, with all transfer stamps required by Seller, conveying Law affixed to Purchaser the Real Property and the Improvements, subject only to the Permitted Exceptionsthem; (b) A xxxx of sale all other documents necessary to vest in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser Buyer all of such Seller’s right, title and interest, as lessor, interest in and to the Company Shares; (c) a release in the Leases form of Exhibit E, duly executed by each Seller, other than Stratasys, and Security Depositseach Seller Affiliate, releasing the Acquired Companies from all Liabilities incurred by any Acquired Company to Seller or any Seller Affiliate prior to the Closing and a limited release in the form of Exhibit E-1 duly executed by Stratasys releasing the Acquired Companies from Liabilities incurred by any Acquired Company to Stratasys in its capacity as a stockholder of the Company prior to the Closing; (d) A counterpart original affidavits or certifications of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), non-foreign status duly executed by each Seller, conveying in form and assigning substance satisfactory to Purchaser all Buyer, as are necessary to exempt the Contemplated Transactions from the provisions of Seller’s rightSection 1445 of the Code, titleor an affidavit, under penalties of perjury, stating that none of the Acquired Companies is and interesthas not been a United States real property holding corporation (or otherwise being in form and substance as required under Treasury Regulation § 1.897-2(h)), if any, in such Service Contracts and so that Buyer is exempt from withholding any portion of the Licenses and PermitsPurchase Price; (e) The Tenant Notice Letterscertificates of the appropriate Governmental Authority of the jurisdiction of organization of each Seller that is an Entity and each Acquired Company, duly executed by Seller, with respect dated not more than thirty days prior to the TenantsClosing Date confirming the good standing, existence or similar confirmation of good status of each such Entity in such jurisdiction; (f) Evidence reasonably satisfactory accurate copies of all resolutions, as in effect as of the Closing, duly and validly adopted by the board of directors or equivalent of each Seller that is an Entity evidencing such Seller’s authorization of this execution and delivery of this Agreement and each other Transaction Agreement to Purchaser which such Seller is a party, and the Title Company consummation of the Contemplated Transactions, certified as such by the Secretary or an equivalent authorized party of the applicable Seller, or a certificate of such Seller, executed by the Secretary or an equivalent authorized party of the applicable Seller, that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf no such board of Seller has full right, power, and authority to do sodirectors approval was required; (g) A certificate in all stock certificates or other documents, if any, evidencing the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 Equity Interests of each Acquired Company other than the Internal Revenue Code of 1986, as amendedCompany; (h) All original Leasesestoppel certificates, duly executed on behalf of the persons identified on Schedule 1.10(h), dated as of a date not more than ten days prior to the extent Closing Date, each in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described form set forth in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the PropertyExhibit F hereto; (i) A certificateresignations, dated effective as of the Closing DateClosing, stating that the representations of each director, managing member and warranties of Seller contained in Section 8.1 are true and correct in all material respects as officer (resigning such office) of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b))Acquired Companies; (j) An Affidavit the Books and Records of Title each of the Acquired Companies, including minute books, and all stock registers, corporate seals and related materials; (k) clearance certificates or similar documents that may be required by any state, local or other Governmental Authority in form and substance reasonably satisfactory order to relieve Buyer of any obligation to withhold or escrow any portion of the Title CompanyPurchase Price with respect to any Taxes of the Acquired Companies; and (kl) A counterpart original of an operating agreement in the form of Exhibit L attached to this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”)such other documents and certificates as Buyer shall reasonably request.

Seller’s Closing Obligations. On or before 12:00 P.M. (PST) on the last business day immediately before the Closing Date, Seller, at its sole cost and expense, will Seller shall deliver to Purchaser the following itemsEscrow Holder: (a) A special warranty deed (the “Deed”), duly executed and acknowledged by Seller, Grant Deed conveying fee title to Purchaser the Real Property and the ImprovementsImprovements to Buyer, properly signed by Seller and acknowledged, in recordable form, subject to only those matters approved by Buyer pursuant to Paragraph 3, and in the Permitted Exceptionsform attached as Exhibit "F" ("Grant Deed"); (b) A xxxx An Assignment of sale Leases conveying the Leasehold Rights to Buyer duly signed by Seller, in the form attached hereto as Exhibit C "G" (the “Xxxx "Assignment of Sale”Leases"), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption of bill xx sale, signed by Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller"H", conveying and assigning to Purchaser all of Seller’s 's right, title and interest, as lessor, interest in and to the Leases and Security Deposits;Personal Property to Buyer ("Bill xx Sale"). (d) A counterpart original of an assignment and assumption of general assignment, signed by Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits , in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller"I", conveying and assigning to Purchaser all of Seller’s 's right, titletitle and interest in and to the Permits, Warranties, and interest, if any, in such Service Contracts and the Licenses and PermitsIntangibles to Buyer ("General Assignment"); (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf A certificate of Seller has full right, power, and authority to do so; (g) A certificate in the form attached hereto required of an entity transferor as Exhibit I (“Certificate as to Foreign Status”set forth in Section 1.1445- 2(b)(iii) certifying that Seller is not a “foreign person” as defined in of the Regulations under Section 1445 of the Internal Revenue Code of 19861986 and any state withholding exemption certificate, both signed by Seller; (f) Notices to all lessees under the Leases, signed by Seller, in a form mutually acceptable to Buyer and Seller; (g) Any additional funds, documents and/or instruments (signed by Seller and acknowledged, if appropriate) as amendedmay be necessary to comply with this Agreement, including, without limitation, a certified copy of all resolutions, written authorizations, trust certificates and other documentation, adopted by the Seller's entities, evidencing the authorization of Seller for the sale of the Property; (h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the PropertyProperty Documents; (i) A certificateDisclosure of Sales Information, dated as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited signed by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b))Seller; (j) An Affidavit of Title in form and substance reasonably satisfactory to that the Title CompanyIndiana Responsible Property Transfer laws are not applicable, signed by Seller; (k) Vendors Affidavit as customarily delivered at closings, using the Indianapolis Bar Association form, signed by Seller; (l) The Proration Statement (mutually agreed upon with Buyer), signed by Seller; and (km) A counterpart original If applicable, withholding exemption certificate(s) (or other similar documentation necessary to relieve Buyer of an operating agreement in any liability for failing to withhold funds) from the form of Exhibit L attached to this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”)applicable governmental entities.

Seller’s Closing Obligations. On the Closing DateAt Closing, Seller, at its sole cost Seller shall (i) execute and expense, will deliver to Purchaser the following itemsEscrow Agent written instructions instructing the Escrow Agent to disburse via wire transfer of immediately available funds the entirety of the Deposit to Seller and (ii) execute and deliver, or cause to be executed and delivered, to Buyer the following: (a) A special warranty deed a release, reasonably satisfactory to Buyer, executed by and acknowledged on behalf of Bank of America, N.A. releasing any and all rights, titles and interests of Bank of America, N.A. in and to the Assets, the Purchased Equity and all of CKB’s equity created by the instrument described in item no. 1 of Schedule 16.4 (the “DeedLien Release”), duly executed and acknowledged by Seller, conveying to Purchaser the Real Property and the Improvements, subject only to the Permitted Exceptions; (b) A xxxx instruments of sale assignment conveying to Seller the overriding royalty interests set forth on Schedule 3.1, each substantially in the form attached set forth on Exhibit 10.2(b) hereto as Exhibit C (the “Xxxx of SaleAssignments”), duly executed by Seller, assigning ; provided that Seller and conveying to Purchaser, without representation or warranty, title the Company may execute and record the Assignments prior to the Personal PropertyClosing; (c) A counterpart original a copy of an assignment and assumption of Seller’s interestagreement regarding fees for the Helix Producer I, as lessor, in the Leases and Security Deposits substantially in the form attached set forth on Exhibit 10.2(c) hereto as Exhibit B (the “Assignment of LeasesHelix Producer I Lease Agreement”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original an Assignment of an assignment and assumption of Seller’s interest Overriding Royalty Interest with respect to the Wang prospect (Green Canyon Block 237), substantially in the Service Contracts form set forth on Exhibit 10.2(d) hereto (other than any Service Contracts as to which Purchaser has notified the “Wang ORRI Assignment”); provided that Seller and the Company may execute and record the Wang ORRI Assignment prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Lettersa transition services agreement, duly executed by Seller, with respect to substantially in the Tenantsform set forth on Exhibit 10.2(e) hereto (the “Transition Services Agreement”); (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf an instrument of Seller has full right, power, and authority to do so; (g) A certificate in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 assignment of the Internal Revenue Code of 1986Purchased Equity to Buyer, as amended; (h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (i) A certificate, dated as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)); (j) An Affidavit of Title in form and substance reasonably satisfactory to the Title Company; and (k) A counterpart original of an operating agreement in the form of Exhibit L attached to this Agreement, duly executed by Seller or an affiliate of Seller Buyer (the “Operating AgreementMembership Interest Assignment”).; (g) resignations of the board of directors and officers of the Acquired Companies effective as of Closing in form and substance reasonably acceptable to Buyer; (h) the Seller’s Closing Certificate; (i) a certificate of the Secretary of Seller certifying the resolutions of the Board of Directors of Seller approving this Agreement and the transactions contemplated under this Agreement;

Seller’s Closing Obligations. On At or prior to the Closing DateClosing, SellerSeller will do, at its sole cost or cause to be done, the following: 9.2.1 Seller will execute, acknowledge (if necessary), and expensedeliver in escrow to the Title Company, will deliver for delivery to Purchaser at the Closing, the following itemsdocuments: (a) A special warranty deed a Special Warranty Deed conveying the Land and the Improvements in the form and substance of Exhibit "G" (the “"Deed”"), duly executed and acknowledged by Seller, conveying to Purchaser the Real Property and the Improvements, subject only to the Permitted Exceptions; (b) A xxxx an Assignment and Assumption of sale Lessor's Interest in Leases in the form attached hereto as and substance of Exhibit C (the “Xxxx of Sale”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property"H"; (c) A counterpart original a Xxxx of an assignment Sale and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits General Assignment in the form attached hereto as and substance of Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits"I"; (d) A counterpart original a Certificate of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits Non-Foreign Status in the form attached hereto as and substance of Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits"J"; (e) The Tenant Notice Letters, duly executed by Seller, with respect to a notification of change of ownership in the Tenantsform and substance of Exhibit "K"; (f) Evidence reasonably satisfactory to Purchaser and an affidavit in the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf form of Seller has full right, power, and authority to do soExhibit "L"; (g) A certificate any form required from the Seller by law in connection with the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 delivery of the Internal Revenue Code Deed and the payment of 1986, as amendedany transfer taxes; (h) All original Leases, a document pursuant to which Seller confirms its liability for all unpaid amounts of the extent in Seller’s possession, the original Major Tenant Estoppels Seller Leasing Costs pursuant to Section 10.3.4 and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Propertyindemnifies Purchaser with respect thereto; (i) A certificatea certificate of Seller confirming that its representations and warranties set forth in this Contract, dated as updated in accordance with this Contract, are correct in all material respects as if made on the Closing Date or noting any exceptions, but such certificate shall expressly provide that the representations and warranties are subject to the provisions of Section 6.2 hereof (the "Seller Bringdown Certificate"); (j) a closing statement setting forth the Purchase Price, the costs payable in connection with the transaction contemplated hereby, the disbursements hereunder and otherwise conforming to the requirements of this Contract; and (k) all such additional documents as may be reasonably required by the Title Company and consistent with this Contract to consummate the sale of the Property pursuant to this Contract. 9.2.2 Seller will terminate, as of the Closing Date, stating all management and leasing agreements relating to the Real Property and all Property Agreements which Purchaser does not elect to assume (except for those which Purchaser is required to assume pursuant to the terms of this Contract); 9.2.3 Seller shall deliver to the Title Company all documents that may be reasonably required by the representations Title Company to evidence the due organization and warranties good standing of Seller, the power and authority of Seller contained in Section 8.1 are true to convey the Property, and correct in all material respects as the authority of each signatory for Seller to execute this Contract, the Deed and the other closing documents. 9.2.4 Seller will deliver possession of the Property to Purchaser upon the consummation of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreementfree and clear of all possessory rights other than the tenants and other occupants under the Leases, including but not limited to updates subject to the Lease SchedulePermitted Exceptions. 9.2.5 Seller will deliver to Purchaser within two (2) Business Days after the Closing, Schedule the following to the extent in Seller's possession or control: original Leases, original Property Agreements, Seller's lease files, and any transferable permits held by Seller pertaining to the operation of Service Contracts and Arrearage Schedule as set forth the Property. 9.2.6 Seller will pay all costs required to be paid by Seller pursuant to Section 10.1 of this Contract. All documents required to be delivered by Seller must be delivered in Section 9.1(b)); (j) An Affidavit of Title in form and substance reasonably satisfactory escrow to the Title Company no later than 5:00 p.m. (local time at the closing office of the Title Company; and (k) A counterpart original of an operating agreement in on the form of Exhibit L attached to this Agreement, duly executed by Seller or an affiliate of Seller (Business Day immediately preceding the “Operating Agreement”)Closing Date.

Seller’s Closing Obligations. On the Closing Date, Seller, at its sole cost and expense, will deliver (i) the following items (a), (b), (c), (d), (e), (i), (j), (k), (l), (m), (n), and (o) in escrow with the Title Company pursuant to Section 4.4 on or before the Deposit Time, and (ii) upon receipt of the Purchase Price, Seller shall deliver items (f), (g) and (h) to Purchaser at the following itemsProperty: (a) A special warranty deed Grant Deed substantially in the form attached hereto as Exhibit I, duly executed and acknowledged by Seller (the “Deed”), duly executed and acknowledged by Seller, conveying which Deed shall be delivered to Purchaser by the Real Property and Title Company agreeing to cause same to be recorded in the Improvements, subject only to the Permitted ExceptionsOfficial Records; (b) A xxxx Four (4) counterparts of sale the General Conveyance, Xxxx of Sale, Assignment and Assumption substantially in the form attached hereto as Exhibit C H (the “Xxxx of SaleGeneral Conveyance”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A One (1) counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”)REA Notice Letter, duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 Closing Documents on behalf of Seller has full right, power, power and authority to do so, and evidence that Seller is duly organized and authorized to execute this Agreement and all other documents required to be executed by Seller hereunder; (ge) A certificate in the form attached hereto as Exhibit I J (“Certificate as to Non-Foreign StatusEntity Certification”) from Seller certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (f) The Personal Property; (g) All original Licenses and Permits, Service Contracts and the Lease in Seller’s possession and control; (h) All original Leases, keys to the extent Improvements which are in Seller’s possession; (i) Such other transfer and tax forms, if any, as may be required by state and local Authorities as part of the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on transfer of the Property; (ij) A certificateWithholding Exemption Certificate, dated as Form 593-C, or in the event that Seller is a non-California resident, a certificate issued by the California Franchise Tax Board, pursuant to Revenue and Taxation Code Sections 18805 and 26131, stating either the amount of withholding required from Seller’s proceeds or that Seller is exempt from such withholding requirement (the “Form 593”) duly executed by Seller; (k) Four (4) counterparts of each of the Closing DateAssignment Agreement, stating that the representations Assignment and warranties Assumption of Successor Project Labor Agreement, and the Assignment and Assumption of Tax Payment Agreement, duly executed by Seller; (l) If required by the Title Company, an owner’s affidavit or certificate to facilitate the issuance of any title insurance sought by Purchaser in accordance with the terms hereof 34 in connection with the transactions contemplated hereby (provided the same does not increase in any material respect the liability of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are a manner not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)otherwise provided for herein); (jm) To the extent received by Seller, the Acceptable Association Estoppel and the Additional REA and CCR Estoppels; (n) An Affidavit of Title in form and substance reasonably satisfactory to the Title Company; and (k) A counterpart original of an operating agreement in the form of Exhibit L P attached hereto duly executed by Seller; and (o) Such other documents as may be reasonably necessary or appropriate to effect the consummation of the transactions which are the subject of this Agreement, including, without limitation, the Closing Statement duly executed and delivered by Seller (provided the same do not increase in any material respect the costs to, or an affiliate of liability or obligations of, Seller (the “Operating Agreement”in a manner not otherwise provided for herein).

Seller’s Closing Obligations. On the last business day immediately before the Closing Date, Seller, at its sole cost and expense, will Seller shall deliver to Purchaser Escrow Holder for the following itemsProperty: (a) A special warranty deed (the “Deed”), duly executed and acknowledged by Seller, ) conveying fee title to Purchaser the Real Property and the ImprovementsImprovements to Buyer, subject only to the Permitted Exceptions; (b) A xxxx of sale properly signed by Seller and acknowledged, in recordable form, and in the form attached hereto as Exhibit C “J”; (b) An Assignment of Leases and Service Contracts conveying the “Xxxx of Sale”)Leasehold Rights to the Property to Buyer, duly executed signed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B “F” (the “Assignment of LeasesLeases and Contracts”); (c) A xxxx of sale, duly executed signed by Seller, in the form attached hereto as Exhibit “G”, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, interest in and to the Leases and Security DepositsPersonal Property for the Property to Buyer (“Xxxx of Sale”); (d) A counterpart original of an assignment and assumption of general assignment, signed by Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits , in the form attached hereto as Exhibit A (the “AssignmentH”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, titletitle and interest in and to the Permits, Warranties, and interest, if any, in such Service Contracts and Intangibles for the Licenses and PermitsProperty to Buyer (“General Assignment”); (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf A certificate of Seller has full right, power, and authority to do so; (g) A certificate in the form attached hereto required of an entity transferor as Exhibit I (“Certificate as to Foreign Status”set forth in Section 1.1445- 2(b)(iii) certifying that Seller is not a “foreign person” as defined in of the Regulations under Section 1445 of the Internal Revenue Code of 19861986 confirming that Seller is not a “foreign corporation,” “foreign partnership,” “foreign trust” or “foreign estate” (as those terms are defined in the Internal Revenue Code and Income Tax Regulations), and any state, local or other required withholding exemption certificates, all signed by Seller, confirming that no withholding is required; (f) Notices to all lessees under the Leases for the Property, signed by Seller, in the form attached hereto as amendedExhibit “I” (“Tenant Notices”); (g) If the Real Property is subject to a declaration of covenants, conditions and restrictions or similar instrument (“CCRs”) governing or affecting the use, operation, maintenance, management or improvement of the Real Property, (i) estoppel certificates, in form and substance satisfactory to Buyer, from the declarant, association, committee, agent and/or other person or entity having governing or approval rights under the CCRs, and (ii) a recordable assignment, in form and substance satisfactory to Buyer, assigning any and all developer, declarant or other related rights or interests of Seller (or any affiliate of Seller) in or under the CCRs, if Seller (or such affiliate) holds such rights or interests; (h) All original LeasesAny additional funds, documents and/or instruments (signed by Seller and acknowledged, if appropriate) as may be necessary to comply with this Agreement, including, without limitation, certified copies of all corporate or partnership resolutions to the extent in required by the Title Company, as the case may be, adopted by Seller’s possession, entities authorizing the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on sale of the Property; (i) A certificateAll originals (and where originals are not available, dated as copies) of the Closing Date, stating that Property Documents for the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b))Property; (j) An Affidavit of Title in form and substance reasonably satisfactory All keys for the Property specifically identified to the Title Companyreflect their respective unit locks; and (k) A counterpart original of an operating agreement in the form of Exhibit L attached to this Agreement, duly certificate executed by Seller or an affiliate certifying that all representations and warranties of Seller (the “Operating Agreement”)set forth in this Agreement continue to be true and correct.

Seller’s Closing Obligations. On the Closing Date, Seller, at its sole cost and expense, will deliver to Purchaser the following itemsSeller shall: (ai) A Deliver to Buyer full possession of the Property: (A) in the same condition as it is as of the date hereof subject only to conditions caused by Buyer's exercise of its rights hereunder prior to the Closing, (B) in compliance with all encumbrances expressly permitted by this Agreement, (C) free and clear of all tenants and occupants and (D) subject only to the Permitted Encumbrances. Buyer shall be entitled to an inspection of the Property prior to the Closing Date in order to determine whether the condition thereof complies with the terms of this Section. (ii) Deliver to Buyer, in form and substance satisfactory to Buyer, the following: (A) a good and sufficient special warranty deed (the “"Deed”), duly executed ") conveying good and acknowledged by Seller, conveying to Purchaser the Real Property clear record and the Improvements, subject only to the Permitted Exceptions; (b) A xxxx of sale in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, marketable title to the Personal Property insurable as provided in Section 5(b)(iii) above, which shall convey title free from all liens, encumbrances and encroachments except: (I) provisions of building and zoning laws existing as of the date hereof; (II) ad valorem taxes for the then current fiscal tax period as are not yet due and payable on the Closing Date (which shall be adjusted as provided herein), provided that if the Property is a portion of a larger tax parcel, then Buyer shall take title subject only the proportionate share of such taxes as relate to the Property;; (III) such liens for betterment charges as may be assessed on the Property after the Closing Date; (IV) the Permitted Encumbrances; (V) the Declaration of Covenants, Conditions and Restrictions for Independence Park, executed by Seller on February 22, 1996, (the "Declaration"); and (VI) items (not objected to by Buyer as provided herein) shown on the Survey. (cB) A counterpart original of an assignment and assumption An Assignment of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s 's entire interest in any permits, licenses or approvals affecting the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interestProperty, if any, provided, however, in the absence of an express assignment, delivery of the Deed will conclusively be deemed to constitute the assignment of all of such Service Contracts permits, licenses and the Licenses and Permitsapprovals to Buyer); (eC) The Tenant Notice LettersAffidavits to Buyer's title insurer as to parties in possession or with a right to possession of, duly executed by Sellerand mechanic's liens (other than for Buyer's activities) with respect to, the Property, which affidavits shall be sufficient to have the normal printed exceptions with respect to the Tenants;such matters deleted from Buyer's and Buyer's lender's title insurance policy(ies). (fD) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (g) A certificate in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) An Affidavit certifying that Seller is not a “"foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (i) A certificate, dated " as of the Closing Date, stating as provided in Section 4(a)(xv) hereof. (E) A certificate by Seller to the effect that all of the representations and warranties of Seller contained set forth in Section 8.1 are 4 remain true and correct in all material respects as of the Closing Date (except to the extent the same may have changed in accordance with appropriate modifications to reflect any changes therein that are not prohibited by the terms and conditions of this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b));. (jF) An Affidavit of Title in form and substance reasonably satisfactory to the Title Company; andA 1099-B form. (kG) A counterpart original W-9 form stating that no backup withholding is necessary to disburse Seller's share, if any, of an operating agreement in the form interest earned on the Deposit. (H) Such documents, certificates and instruments reasonably deemed necessary or appropriate by Buyer's and Seller's counsel to effectuate the transactions which are the subject of Exhibit L attached to this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”).

Seller’s Closing Obligations. On the Closing Date, Seller, at its sole cost and expense, will deliver (i) the following items (a), (b), (c), (d), (e), (f), (j), (k), (l), (m), (n) and (o) in escrow with the Title Company pursuant to Section 4.4 on or before the Deposit Time, and (ii) upon receipt of the Purchase Price, Seller shall deliver items (g), (h) and (i) to Purchaser at the following itemsProperty: (a) A special warranty deed Grant Deed substantially in the form attached hereto as Exhibit I, duly executed and acknowledged by Seller (the “Deed”), which Deed shall be delivered to Purchaser by the Title Company agreeing to cause same to be recorded in the Official Records, along with a separate unrecorded statement of documentary transfer tax duly executed by Seller and acknowledged by Seller, conveying to Purchaser the Real Property and the Improvements, subject only attached to the Permitted ExceptionsDeed; (b) A xxxx Four (4) counterparts of sale the General Conveyance, Xxxx of Sale, Assignment and Assumption substantially in the form attached hereto as Exhibit C H (the “Xxxx of SaleGeneral Conveyance”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A One (1) counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying Tenant Notice Letters and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant REA Notice Letters, duly executed by Seller, with respect to the Tenants; (fd) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 Closing Documents on behalf of Seller has full right, power, power and authority to do so, and evidence that Seller is duly organized and authorized to execute this Agreement and all other documents required to be executed by Seller hereunder; (ge) A certificate in the form attached hereto as Exhibit I J (“Certificate as to Non-Foreign StatusEntity Certification”) from Seller certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (f) The Tenant Deposits, as part of an adjustment to the Purchase Price. With respect to those Tenant Leases for which Seller or its lender are holding letters of credit as security deposits, there shall not be any credit to, or adjustment in, the Purchase Price, and Seller shall deliver such original letters of credit to Purchaser at Closing, together with all necessary transfer documentation, so that Purchaser and the applicable Tenants can arrange to have the letters of credit reissued in favor of, or endorsed to, Purchaser. Seller agrees to cooperate with Purchaser post-Closing in connection with the reissuance or endorsement of any letters of credit and act at the reasonable discretion of Purchaser with respect thereto, until the letters of credit are re-issued or endorsed to Purchaser, provided Purchaser shall pay all transfer and/or other fees relating to such transfers of letters of credit; (g) The Personal Property; (h) All original LeasesLicenses and Permits, Service Contracts and Tenant Leases in Seller’s possession and control; (i) All keys to the extent Improvements which are in Seller’s possession; (j) Such other transfer and tax forms, if any, as may be required by state and local Authorities as part of the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on transfer of the Property; (ik) A certificateWithholding Exemption Certificate, dated as of Form 593-C, or in the Closing Dateevent that Seller is a non-California resident, a certificate issued by the California Franchise Tax Board, pursuant to Revenue and Taxation Code Sections 18805 and 26131, stating either the amount of withholding required from Seller’s proceeds or that Seller is exempt from such withholding requirement (the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited “Form 593”) duly executed by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b))Seller; (jl) An Affidavit Four (4) counterparts of Title in form each of the Assignment Agreement, the Assignment and substance reasonably satisfactory to Assumption of Successor Project Labor Agreement, and the Title Company; and (k) A counterpart original Assignment and Assumption of an operating agreement in the form of Exhibit L attached to this Tax Payment Agreement, duly executed by Seller Seller; (m) If required by the Title Company, an owner’s affidavit or an affiliate certificate to facilitate the issuance of any title insurance sought by Purchaser in accordance with the terms hereof in connection with the transactions contemplated hereby (provided the same does not increase in any material respect the liability of Seller in a manner not otherwise provided for herein); (n) To the “Operating extent received by Seller, the Acceptable Estoppel Certificate, the Acceptable Association Estoppel and the GAP Waiver; and (o) Such other documents as may be reasonably necessary or appropriate to effect the consummation of the transactions which are the subject of this Agreement”, including, without limitation, the Closing Statement duly executed and delivered by Seller (provided the same do not increase in any material respect the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein).

Seller’s Closing Obligations. On the Scheduled Closing Date, SellerSeller (and/or each of the Seller Entities, at its sole cost and expense, as the case may be) will deliver (or cause Property Owner to deliver) to Purchaser the following items:documents (unless the delivery thereof shall have been waived in writing by Purchaser): (a) A special warranty deed (the “Deed”), duly executed and acknowledged by Seller, conveying to Purchaser the Real Property and the Improvements, subject only to the Permitted Exceptions; (b) A xxxx of sale in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits LLC Interest in the form attached annexed hereto as Exhibit B 10.3(a) (the “LLC Assignment of Leasesand Assumption”), free and clear of liens and encumbrances, duly executed by Sellereach of the Seller Entities, conveying and assigning to Purchaser all of Seller’s rightLLC Interest; (b) the Tenant Notice Letter, title duly executed by PXLA; (c) (i) evidence of the authorization of the transactions contemplated hereby (including without limitation, the transfer of the Seller’s LLC Interests, transfer of the Excluded Real Property to 8/9 Transferee, the Option Agreement and interestPurchaser LLC Agreement), including without limitation, Secretary’s or Member’s Certificates certifying to the formation and good standing (or equivalent thereof) of each of the Seller Entities, AFE, PXR, PXURA and PXLA (and Columbia’s affiliates with respect to the Retained Interest Assignments, the Option Agreement and Purchaser LLC Agreement), certifying and annexing all charter documents of all parties controlling such entities and any and all partner, member or board consents or approvals required by such charter documents, together with such other evidence as lessor, in the Leases and Security Deposits;Title Company or Purchaser may reasonably require as to the due authority of the persons executing documents on (d) A counterpart original behalf of an assignment the applicable entities to execute such documents; and assumption (ii) evidence of the authorization of the transactions contemplated hereby (including without limitation, the transfer of the Seller’s interest in LLC Interests, transfer of the Service Contracts Excluded Real Property to 8/9 Transferee and the Option Agreement), including, without limitation, Secretary’s or Member’s certificates certifying to the formation and good standing (or equivalent thereof) of MCRLP and 8/9 Transferee, certifying and annexing all charter documents of all parties controlling such entities and any and all partner, member or board consents or approvals required by such charter documents, together with such other than any Service Contracts evidence as the Purchaser may reasonably require as to which Purchaser has notified Seller prior to the expiration due authority of the Evaluation Period that Purchaser elects not persons executing documents on behalf of the applicable entities to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in execute such Service Contracts and the Licenses and Permitsdocuments; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (g) A a certificate in the form attached annexed hereto as Exhibit I 10.3(d) (“Certificate as to Foreign Status”) certifying that each of Seller and Retained Entity is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code Code; (f) the Personal Property and originals (or if not in Seller’s possession, copies) of 1986the: (v) Construction Agreements, as amended(w) Financial Agreement and the Amended Financial Agreement (together with all exhibits thereto), (x) Schwab Lease, (y) Licenses and Permits, and (z) Leasing Commission Agreements, all of which Licenses and Permits, Leasing Commission Agreements and Personal Property may remain on site at the Property and need not be delivered to the location of the Closing; (g) if applicable, a counterpart original of the Transfer Tax Forms, duly executed and sworn to by Seller; (h) All a counterpart original Leasesof the Closing Statement, duly executed by Seller; (i) copies of any operating files maintained by Property Owner or its property manager in connection with the development, leasing, maintenance, and/or management of the Property, including, without limitation, plans, specifications, operating agreements, bills, invoices, receipts, real estate tax records and information and other general records relating to the extent in Seller’s possession, the original Major Tenant Estoppels income and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on expenses of the Property; (ij) A a guaranty duly executed by 8/9 Transferee (the “8/9 Transferee Guaranty), in the form annexed hereto as Exhibit 10.3(i), pursuant to which 8/9 Transferee shall (in addition to other matters provided in Section 7.1(b)(ii) hereof) guaranty the obligations and liabilities of Seller which are expressly set forth in (A) Section 8.5 of this Agreement, subject, however, in all respects, to the provisions of said Section 8.5 of this Agreement, (B) Article XV of this Agreement, subject, however, in all respects, to the provisions of said Article XV, (C) Article XIX of this Agreement, subject, however, in all respects, to the provisions of said Article XIX, and (D) the Closing Surviving Obligations (collectively, the “8/9 Guaranty Provisions”); (k) a guaranty duly executed by MCRLP in the form annexed hereto as Exhibit 10.3 (j), pursuant to which MCRLP shall guaranty Seller’s obligations under Section 7.2 and Article XX; (l) subject to the provisions of Section 8.6(a), a certificate, dated as of the Closing Datedate of Closing, stating that all of the representations and warranties of Seller contained in Section 8.1 this Agreement are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b))Date; (jm) An Affidavit of Title in form and substance evidence reasonably satisfactory to Purchaser that 8/9 Transferee is the owner of the Excluded Real Property on and as of the Closing; (n) Seller’s, Property Owner’s or Retained Entity’s title affidavit and if not in the title affidavit, Seller’s, Property Owner’s or Retained Entity’s affidavit required in connection with the Non-Imputation Endorsement, all as reasonably required by the Title Company; and (k) A counterpart original of an operating agreement in Company and reasonably acceptable to each Seller Entity, Property Owner and Retained Entity, as the form of Exhibit L attached to this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”).case may be;

Seller’s Closing Obligations. On Provided that all of the conditions set forth in Paragraph 5 hereof have been satisfied (and/or waived by Seller), on or before 12:00 noon (Salt Lake City time) on the last business day immediately before the Closing Date, Seller, at its sole cost and expense, will Seller shall deliver to Purchaser Escrow Holder for the following items:Property on such last business day (unless otherwise expressly provided below): (a) A special warranty deed (the “Deed”), duly executed and acknowledged by Seller, conveying to Purchaser the Real Property and the Improvements, subject only to the Permitted Exceptions; (b) A xxxx of sale in the form attached hereto as Exhibit C “K”, conveying fee title to the Real Property and Improvements to Buyer, properly signed by Seller and acknowledged, in recordable form; (b) An Assignment of Leases and Service Contracts conveying the “Xxxx of Sale”)Leasehold Rights to the Property to Buyer, duly executed and assigning the Service Contracts to Buyer that are not to be terminated by Seller, assigning and conveying to Purchasersigned by Seller, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B “F” (the “Assignment of LeasesLeases and Contracts”); (c) A xxxx of sale, duly executed signed by Seller, conveying and assigning to Purchaser in the form attached hereto as Exhibit “G”, transferring all of Seller’s right, title and interest, as lessor, interest in and to the Leases and Security DepositsPersonal Property for the Property to Buyer; (d) A counterpart original of an assignment and assumption of general assignment, signed by Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits , in the form attached hereto as Exhibit A (the “AssignmentH”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, titletitle and interest in and to the Permits, Warranties, and interest, if any, in such Service Contracts and Intangibles for the Licenses and PermitsProperty to Buyer; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf A certificate of Seller has full right, power, and authority to do so; (g) A certificate in the form attached hereto required of an entity transferor as Exhibit I (“Certificate as to Foreign Status”set forth in Section 1.1445- 2(b)(iii) certifying that Seller is not a “foreign person” as defined in of the Regulations under Section 1445 of the Internal Revenue Code of 19861986 and any state, local or other required withholding exemption certificates, all signed by Seller; (f) Notice to the Tenants under the Leases, signed by Seller, in the form attached hereto as amendedExhibit “L”; (g) On the Closing Date, any additional funds, documents and/or instruments (signed by Seller and acknowledged, if appropriate) as may be necessary to comply with this Agreement, including, without limitation, certified copies of any corporate resolutions adopted by Seller authorizing the sale of the Property; (h) All original LeasesOn the Closing Date, all originals (and where originals are not available, copies) of the Property Documents for the Property, subject to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Propertyprovisions of Paragraph 3.2.2; (i) A certificate, dated as of On the Closing Date, stating that all keys for the Property specifically identified to reflect their respective unit locks; and (j) A certificate executed by Seller certifying whether all representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)); (j) An Affidavit of Title in form this Agreement continue to be true, correct and substance reasonably satisfactory to the Title Company; and (k) A counterpart original of an operating agreement in the form of Exhibit L attached to this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”)complete.

Seller’s Closing Obligations. On At the Closing DateClosing, Seller, at its sole cost and expense, Seller will deliver to Purchaser the following itemsdocuments: (a) A special warranty deed (the “Deed”), in the form customarily delivered in commercial transactions involving the purchase and sale of real property located in the State of Colorado, duly executed and acknowledged by Seller, conveying to the Purchaser the Real Property and the Improvements, Improvements subject only to the Permitted Exceptions; (b) A blanket assignment and xxxx of sale in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption of the Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessorsublessor, in the Leases Lease and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits and the Intangible Property in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and PermitsPermits and the Intangible Property; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (g) A certificate in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended, as well as any form or other document required under applicable laws to be executed by Seller in connection with any transfer tax applicable to the transaction contemplated by this Agreement; (h) All original Leases, to To the extent in Seller’s possessionpossession (and, if not, copies of), the original Major Tenant Estoppels and any other estoppels as described in Section 7.2Lease, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts Intangible Property in Seller’s possession control bearing on the Property; (i) A counterpart original of the Closing Statement, duly executed by Seller; (j) copies of any operating files maintained by Seller or its property manager in connection with the leasing, maintenance, and/or management of the Property, including, without limitation, operating agreements, insurance policies, bills, invoices, receipts, real estate tax records (including, without limitation copies of the tax statements on the Real Property, Improvements and Personal Property for the immediately preceding two (2) years) and information and other general records relating to the income and expenses of the Property. (k) The Tenant Estoppel Certificate. (l) A certificate, dated as of the date of Closing, stating that the representations and warranties of Seller contained in Section 8.1(a)-8.1(d), and 8.1(o) are true and correct in all respects as of the Closing Date. A certificate, dated as of the date of Closing, stating that the representations and warranties of Seller contained in Section 8.1 (f)-8.1(n) are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreementtherein) or identifying any representation or warranty which is not, including but not limited to updates or no longer is, true and correct and explaining the state of facts giving rise to the Lease Schedulechange. In no event shall Seller be liable to Purchaser for, Schedule or be deemed to be in default hereunder if any representation or warranty was true and correct as of Service Contracts the Effective Date but is not, as of the Closing Date and Arrearage Schedule as due to factors beyond Seller’s control, true and correct in all respects; provided, however, that such event shall constitute the non-fulfillment of the condition set forth in Section 9.1(b));. If such representations and warranties are not true and correct due to factors within Seller’s control, Seller shall be deemed to be in default hereunder, entitling Purchaser to the remedies set forth in Section 13.1 hereof. If, despite changes or other matters described in such certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in such certificate. (jm) An Affidavit Such other documents as may be reasonably necessary or appropriate to effect the consummation of Title in form and substance reasonably satisfactory to the Title Company; and (k) A counterpart original transaction which is the subject of an operating agreement in the form of Exhibit L attached to this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”).

Seller’s Closing Obligations. On the Closing Date, Seller, at its sole cost and expense, will Seller shall ---------------------------- deliver to Purchaser Buyer the following items: (a) A special general warranty deed (the “"Warranty Deed”") in recordable form conveying the Project free and clear of all liens and encumbrances except the Permitted Encumbrances; (b) Copies of all policies of insurance covering the Project assigned to Buyer, at Buyer's option (which assignment shall be subject to the consent of the insurer), duly together with evidence of premium payment therefor; (c) An affidavit in a form acceptable to the title insurance company certifying that the Project is free from claims for mechanic's, materialman's and laborer's liens; (d) Appropriate resolutions from the Board of Directors and shareholders of the Seller authorizing the transactions contemplated hereby and the execution and delivery of all of the documents executed in connection with this Agreement; (e) A certificate of the Seller dated as of the Closing Date certifying that all of the Seller's representations and acknowledged by warranties set forth in this Agreement remain true as of the Closing Date, or if not, specifying the respect in which such representation or warranty is no longer true; (f) A xxxx of sale conveying all of Seller's right, conveying title and interest in and to Purchaser all of the Real Tangible Personal Property and Intangible Personal Property comprising a portion of the ImprovementsProject free and clear of all liens and encumbrances, subject only to except the Permitted Exceptions; (bg) An assignment of any service and maintenance contracts (to the extent that the Buyer, at its option, has elected to assume the same), to the extent the same can be assigned; (h) Copies of all the plans, specifications, and blueprints for the Project which are available to Seller; (i) All maintenance records and operating manuals pertaining to the Project available to Seller; (j) All keys to the Project; (k) All contractors' warranties and guaranties pertaining to the Project, together with assignments of such guaranties and warranties to the Buyer to the extent the same can be assigned; (l) Any operating statements relating to the Project available to Seller; (m) Any documents necessary to file the Warranty Deed; (n) Seller's original soil core tests, if available; (o) Seller shall satisfy each requirement of the Title Commitment; (p) A xxxx separate Estoppel, Subordination and Attornment Agreement executed by each of sale the lessees of the Leases which is in form reasonably acceptable to Buyer and Buyer's lender; (q) A notice of assignment of the form attached hereto as Exhibit C (Leases, if any, addressed to the “Xxxx lessees of Sale”)the Leases, duly executed by Seller, assigning advising each of the lessees of the assignment of its respective Lease and conveying directing payments of all future rent to Purchaser, without representation or warranty, title to the Personal PropertyBuyer; (cr) A counterpart original An assignment of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration each of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interestLeases, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (g) A certificate in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (i) A certificate, dated as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)); (j) An Affidavit of Title in form and substance reasonably satisfactory to the Title Companyrecordable form; and (ks) A counterpart original Such other documents as may be reasonably required by Buyer to effectuate the sale of an operating agreement the Project. (t) Proof, satisfactory to Buyer, that all of Seller's trade payables and other liabilities arising from the operation of the Project have been satisfied in the form of Exhibit L attached to this Agreementfull, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”)will be satisfied at Closing.

Seller’s Closing Obligations. On At the Closing DateClosing, Seller, at its sole cost and expense, Seller will deliver to Purchaser Buyer the following itemsdocuments: (a) A special warranty deed in the form attached hereto as Exhibit F, duly executed and acknowledged by Seller (the “Deed”), duly executed and acknowledged by Seller, conveying to Purchaser Buyer the Real Property and the ImprovementsImprovements located thereon, subject only to the Permitted Exceptions; (b) A blanket assignment and xxxx of sale in the form attached hereto as Exhibit C G (the “Xxxx of Sale”), duly executed by Seller, assigning and conveying to PurchaserBuyer, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits (including all original instruments comprising non-cash Security Deposits and all necessary transfer forms duly executed by Seller) in the form attached hereto as Exhibit B H (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser Buyer all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A I (the “AssignmentAssignment of Contracts”), duly executed by Seller, conveying and assigning to Purchaser Buyer all of Seller’s right, title, and interest, if any, in such the Service Contracts Contracts, the leasing commission agreements and the Licenses and Permits; (e) The Written notices executed by Seller (to be countersigned by Buyer) and to be addressed and mailed to the Tenants on the Closing Date by Buyer, (i) acknowledging the sale of the Property to Buyer, (ii) acknowledging that Buyer has received and that Buyer is responsible for the Security Deposit and (iii) indicating that rent should thereafter be paid to Buyer and giving instructions therefor (the “Tenant Notice Letters, duly executed by Seller, with respect to the Tenants”); (f) Evidence reasonably satisfactory to Purchaser Buyer and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 10.2 on behalf of Seller has full right, power, and authority to do so; (g) A certificate in the form attached hereto as Exhibit I J (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended;; Agreement of Sale and Purchase (h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property[Reserved]; (i) Original copies of the state, county and city real estate transfer tax declarations executed by Seller (which shall note that the Purchase Price includes a reasonable amount of non-real estate components) (the “Tax Declarations”); (j) The Owner’s Affidavit referred to in Section 6.4 above; (k) A certificate, dated as of the date of Closing Date, stating confirming that the representations and warranties of Seller contained in Section 8.1 this Agreement are true and correct in all material respects as of the date of Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreementincluding without limitation any changes described in Section 8.4 hereof) or identifying any representation or warranty which is not, including but not limited to updates or no longer is, true and correct and explaining the state of facts giving rise to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b))change; (jl) An Affidavit A “full payment certificate” from the City of Title in form and substance reasonably satisfactory Chicago Department of Water Management; (m) All keys to the Title CompanyProperty and all original Leases, Licenses and Permits, the Service Contracts in Seller’s possession (or copies where originals are not available), all of which may remain on site at the Property and need not be delivered to the location of the Closing; and (kn) A counterpart original Such other documents and instruments as may be required by any other provision of an operating agreement in this Agreement or as may reasonably be required to carry out the form terms and intent of Exhibit L attached to this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”).

Seller’s Closing Obligations. On the Closing DateAt Closing, Seller, at its sole cost Seller and expense, will Guarantor shall deliver or cause to be delivered to Purchaser the following itemsfollowing: (a) A special warranty deed (the “Deed”), The duly executed (and acknowledged by Seller, conveying to Purchaser the Real Property where provided) Deed and the Improvements, subject only to the Permitted ExceptionsXxxx of Sale; (b) A xxxx Duly executed members' resolutions or other documentation of sale in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller, assigning in form and conveying substance reasonably satisfactory to Purchaser, without representation or warranty, title to authorizing the Personal Propertyexecution and performance of this Agreement by Seller; (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person persons executing the Closing documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has have full right, power, power and authority to do so; (gd) A duly executed certificate in (the form attached hereto as Exhibit I (“Certificate as to "Non-Foreign Status”Entity Certification") certifying that Seller is not a “"foreign person” " as defined in Section 1445 of the Internal Revenue Code of 1986, as amended, in the form of SCHEDULE II; (e) Possession of the Acquired Assets, subject to the Permitted Exceptions; (f) The Title Commitment, marked and initialed by a representative of the Title Company, in form satisfactory to Purchaser (the "Initialed Title Commitment"); (g) The duly executed Master Lease and the Memorandum of Lease in recordable form as required therein; (h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the PropertyThe duly executed Guaranty; (i) A certificatesufficient number of duly executed UCC-1 Financing Statements and a UCC-3 Termination Statement, dated both in form and substance satisfactory to Purchaser, as contemplated by the Master Lease; (j) The following duly executed amendments to the Ancillary Contracts, all as defined on EXHIBIT H, as specified: (i) First Amendment to Management Agreement; (ii) First Amendment to Central Plant Lease; and (iii) First Amendment to Utility Services Agreement (collectively the "Ancillary Contracts Amendments"); (k) The duly executed Third Amendment to Construction Completion Agreement; (l) An opinion of Seller's counsel in form and substance satisfactory to Purchaser covering, among other matters, the enforceability of the Closing DateMaster Lease; and (m) A certificate of the chief executive officer or chief financial officer of Seller to the effect that Seller is in compliance with all of the terms and provisions set forth in this Agreement, stating that the representations and warranties of Seller contained in Section 8.1 set forth herein are true and correct in all material respects on and as of the Closing Date and that no event of default under Section 11.01 has occurred and is continuing or would result from the consummation of this transaction. (with n) Such other documents and instruments as may be reasonably necessary or appropriate modifications in Purchaser's or Title Company's reasonable judgment, to reflect any changes therein that effect the consummation of the transactions which are not prohibited by the subject of this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)); (j) An Affidavit of Title in form and substance reasonably satisfactory to the Title Company; and (k) A counterpart original of an operating agreement in the form of Exhibit L attached to this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”).

Seller’s Closing Obligations. On the Closing DateAt Closing, SellerSeller is executing, at acknowledging (where appropriate), and delivering, or causing to be executed, acknowledged (where appropriate), and delivered, to Buyer, or its sole cost and expensedesignee, will deliver to Purchaser the following items: (a) A special warranty deed (the “Deed”), duly executed and acknowledged by Seller, conveying to Purchaser the Real Property and the Improvements, subject only to the Permitted Exceptions; (b) A xxxx of sale in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (g) A certificate in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property;"Closing Documents"): (i) A this Agreement; (ii) the Preliminary Settlement Statement; (iii) the stock certificates representing (a) all issued and outstanding Company Shares and (b) the Shares, endorsed in blank or accompanied by duly executed assignment (iv) an officer's certificate, dated as of the Closing Date, stating executed by a duly authorized officer of Seller, to the effect that to such officer's knowledge: (a) the representations and warranties of Seller contained in Section 8.1 this Agreement are true and correct in all material respects as of Closing; provided, that, representations and warranties containing a materiality standard shall be true and correct as of Closing; (b) Seller has performed and complied in all material respects with each of its covenants, conditions, duties, and obligations arising under or with respect to the Interim Operating Agreement; (c) no Action (excluding any such matter initiated by Buyer or any of its Affiliates) is pending or threatened before any court or governmental agency seeking to enjoin or restrain or prohibit, delay, or restrain the performance of or to obtain damages or other relief in connection with this Agreement, the Asset Purchase and Sale Agreement, any Ancillary Agreement, or the consummation of the transactions contemplated hereby or thereby; and (d) the Downstream Conveyance and Haynxx Xxxse Conveyance have been validly executed, acknowledged, and delivered; (v) Certificate of Ed Dxxxxxx, Xxcretary of Seller, dated as of the Closing Date, certifying the incumbency and signatures of the officers of Seller and that attached to such certificate is a true and complete copy of (a) the Certificate of Incorporation of Seller, (b) the By-laws of Seller, and (c) the resolutions of the Board of Directors of Seller authorizing the execution and delivery of this Agreement, the Interim Operating Agreement, Assignment of Rights, Dispute Resolution Agreement, Ancillary Agreements, Estoppel Certificate from Seller, Excluded Asset Conveyance, Haynxx Xxxse Conveyance, and the Downstream Conveyance, and the transactions contemplated by each of the foregoing agreements, dated as of May 27, 1997; (vi) Certificate of Ed Dxxxxxx, Xxcretary of the Company, dated as of the Closing Date, certifying the incumbency and signatures of the officers of the Company and that attached to such certificate is a true and complete copy of (a) the Certificate of Incorporation of the Company, (b) the By-laws of the Company, (c) the resolutions of the Board of Directors of the Company authorizing the execution and delivery of the Downstream Conveyance, Haynxx Xxxse Conveyance, and the Excluded Asset Conveyance, and the transactions contemplated thereby, dated as of May 27, 1997, and (d) the unanimous written consent of Seller, its sole stockholder, as to the Downstream Conveyance, Haynxx Xxxse Conveyance, and the Excluded Asset Conveyance and the transactions contemplated thereby, dated as of May 27, 1997; (vii) a written opinion, dated as of the Closing Date, of Gardere Wynnx Xxxxxx & Xiggx, X.L.P., counsel for Seller in a form acceptable to Buyer; (viii) resignations or terminations of the officers and directors of the Company from their status as officers or directors effective as of the Closing; (ix) a non-foreign affidavit in a form acceptable to Buyer, dated as of the Closing Date; (x) counterparts of the Ancillary Agreements; (xi) counterparts of the Assignment of Rights; (xii) the Downstream Conveyance and Haynxx Xxxse Conveyance; (xiii) counterparts of the Lien Releases, or recorded copies thereof if recorded prior to Closing; (xiv) counterparts of all other releases, or recorded copies thereof if recorded before Closing, in form acceptable to Buyer, of the burdens and encumbrances required by Buyer to be obtained by Seller prior to Closing; (xv) the Excluded Asset Conveyance; (xvi) a certified check payable to Buyer, or its designee, in an amount equal to the amount of funds held in the suspense accounts, or other similar accounts holding the funds of others, identified in Schedule 1.08; (xvii) evidence that all ad valorem taxes through the year 1996 have been paid; (xviii) all original consents, waivers, exercises, and other necessary documents arising with respect to Transfer Restrictions and Preference Rights in connection with the transactions contemplated by this Agreement and the Asset Purchase and Sale Agreement; (xix) to the extent required, applications to transfer the Permits to Buyer or its designee; (xx) the Guarantee, together with an opinion of Gardere Wynnx Xxxxxx & Xiggx, X.L.P., with respect to the Guarantee and addressed to Buyer, Conoco, and Lobo Pipeline Company, all in form acceptable to Buyer, Conoco, and Lobo Pipeline Company; (xxi) the Ancillary Guarantee, together with an opinion of Gardere Wynnx Xxxxxx & Xiggx, X.L.P., with respect to the Ancillary Guarantee, and addressed to Conoco and Lobo Pipeline Company, all in a form acceptable to Conoco and Lobo Pipeline Company; (xxii) waivers of all claims arising or accruing before the Closing Date against the Company executed by each TransTexas Entity reasonably requested by Buyer in a form acceptable to Buyer (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)"Estoppel Certificates"); (jxxiii) An Affidavit counterparts of Title in form and substance reasonably satisfactory to the Title CompanyMemorandum of Option; and (kxxiv) A counterpart original of an operating agreement in the form of Exhibit L attached to this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”)Corporate Records and Data.

Seller’s Closing Obligations. (a) On or before the Scheduled Closing Date, Seller, at its sole cost and expense, will Seller shall deliver to Purchaser the following itemsdocuments, certified by Seller as true and complete to the best knowledge and belief of Seller: (ai) A special warranty deed a list of Security Deposits and any other refundable Tenant deposits in Seller's possession; (ii) a list of the “Deed”)Contracts that shall be assigned to Purchaser at the Closing pursuant to Section 6.2 above; (iii) copies (or originals if available) of the Contracts that shall be assigned to Purchaser pursuant to Section 6.2 above; (iv) copies (or originals if available) of all Leases; (v) a current list of the Arrearage Tenants which includes the amount of rent owed by each Arrearage Tenant; (vi) copies of the REA, duly executed the CUP, the Development Agreement, the CCRs and acknowledged by the ARSDO; (vii) a Certificate of Limited Partnership of Seller, conveying Partnership Agreement of Seller, and evidence of the authority of Seller to Purchaser transact business in the Real Property State of California; (viii) copies (or originals if available) of all certificates of occupancy, plans and the Improvementsspecifications, subject only permits, licenses and authorizations relating to the Permitted ExceptionsProperty in Seller's possession; (ix) copies (or originals if available) of all warranties, guaranties, service manuals and other building records in Seller's possession or control; and (x) such other documents as may reasonably be required by Purchaser or the Escrow Agent to evidence the authority of Seller to consummate the sale of the Property in accordance with this Agreement. (b) A xxxx of sale No later than 10:00 a.m. (Irvine, California time) on the business day prior to the Scheduled Closing Date, Seller shall deposit the following documents into the Escrow, each duly executed and, if appropriate, acknowledged by Seller and/or any other parties listed below, as appropriate: (i) a Grant Deed (the "Deed") in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal PropertyG; (cii) A counterpart original a Partial Cancellation of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits Restrictions in the form attached hereto as Exhibit B L (the “Assignment of Leases”"Partial Cancellation"), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (diii) A two (2) counterpart original originals of an assignment Assignment and assumption Assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits Intangible Property in the form attached hereto as Exhibit A H (the “Assignment”"Assignment of Contracts"), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (eiv) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; two (f2) Evidence reasonably satisfactory to Purchaser counterpart originals of an Assignment and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf Assumption of Seller has full right, power, and authority to do so; (g) A certificate Leases in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 the "Assignment of the Internal Revenue Code of 1986, as amended; (h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (i) A certificate, dated as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)"); (jv) An Affidavit three (3) counterpart originals of Title an Assignment and Assumption of Development Agreement in the form and substance reasonably satisfactory to attached hereto as Exhibit N (the Title Company; and"Assignment of Development Agreement"); (kvi) A three (3) counterpart originals of an Assignment and Assumption of CCRs in the form attached hereto as Exhibit 0 (the "Assignment of CCRs"); (vii) three (3) counterpart originals of an Assignment and Assumption of ARSDO in the form attached hereto as Exhibit P (the "Assignment of ARSDO"); (viii) one (1) original of an operating agreement the Non-Foreign Person Affidavit (the "Non-Foreign Affidavit") and one (1) original certificate confirming the non-applicability of requirements for withholding of sales proceeds under the California Revenue and Taxation Code law (the "California Affidavit") in the forms attached hereto as Exhibit J; (ix) counterpart originals of a notice letter to each Tenant in the form attached hereto as Exhibit K (the "Tenant Notices") acknowledging that Seller has conveyed its interest in the Leases to Purchaser; (x) a termination of the Management Agreement referred to in Section 6.1, duly executed by Seller and Manager; (xi) a rent roll, certified by Seller, in the form of Exhibit L C attached hereto, updated to this Agreementa date not more than five (5) days prior to the Closing Date; (xii) the Security Deposits; (xiii) a Commission Obligations and Lease Expenses Statement, duly executed certified by Seller, in the form of Exhibit M attached hereto, updated to a date not more than one (1) business day prior to the Closing Date; (xiv) a Request for Entire Absolute and Irrevocable Transfer of Letter of Credit Without Substitution of Invoices as to the First IAC Letter of Credit (the "First IAC Letter of Credit Transfer") in the form attached as Exhibit A to the First IAC Letter of Credit attached hereto as Exhibit Q, with the original First IAC Letter of Credit Transfer and all amendments attached thereto; and (xv) a Request for Entire Absolute and Irrevocable Transfer of Letter of Credit Without Substitution of Invoices as to the Second IAC Letter of Credit (the "Second IAC Letter of Credit Transfer") in the form attached as Exhibit A to the First IAC Letter of Credit attached hereto as Exhibit R, with the original Second IAC Letter of Credit Transfer and all amendments attached thereto. (c) At the Closing, Seller shall do the following: (i) deliver to Purchaser all keys, access cards and combinations for locks to the Property which are in Seller's possession; and (ii) deliver to Purchaser possession of the Property, subject to the rights of Tenants in possession thereof listed on the rent roll certified by Seller or an affiliate of Seller (and to the “Operating Agreement”)Permitted Exceptions.

Seller’s Closing Obligations. On At the Closing DateClosing, Seller, at its sole cost and expense, Seller will deliver to Purchaser Escrow Agent the following itemsdocuments: (a) A special warranty deed for each Project with covenants against the grantor’s acts (the each, a “Deed”), duly executed and acknowledged by Seller, conveying to Purchaser the Real Property and the Improvements, Improvements subject only to the relevant Permitted Exceptions; (b) A blanket assignment and xxxx of sale for each Project in the form attached hereto as Exhibit C (the each, a “Xxxx of Sale”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A Two counterpart original originals of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits for each Project in the form attached hereto as Exhibit B (the each, an “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A Two counterpart original originals of an assignment and assumption of Seller’s interest in the Spectrasite Agreements, the Service Contracts (other than any Service Contracts as to which being assumed by Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits for each Project in the form attached hereto as Exhibit A (the each, an “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such the Service Contracts and being assumed by Purchaser, the Licenses and PermitsPermits and the Spectrasite Agreements (only to the extent the Spectrasite Agreements pertain to the Property), together with consents to such assignments to the extent required by the relevant agreement, license or permit and obtained by Seller, provided that Seller shall be obligated only to make commercially reasonable efforts to obtain such required consents and Seller’s failure to do so shall not constitute a failure of a condition precedent to Closing or a default under this Agreement and Purchaser shall not have a right to terminate this Agreement or pursue any other remedy hereunder if Seller is unable to obtain any such consent; (e) The Tenant Notice Letters, duly executed by Seller, with respect provided that, at least five (5) Business Days prior to Closing, Purchaser shall provide to Seller, in writing, the Tenantsname and address to which Rental is to be paid after Closing and, if such information is so delivered, Seller shall prepare the Tenant Notice Letters for Purchaser’s signature as required under Section 10.2(e); (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (g) A certificate in the form attached hereto as Exhibit I (“Certificate J(“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (h) All Copies of the Spectrasite Agreements, all original Leases, to the extent in Seller’s possessionpossession or control (or copies where originals are not available), the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts being assumed by Purchaser in Seller’s possession bearing or control (or copies where originals are not available), and all Documents, all of which may remain on site at the PropertyProject to which they pertain and need not be delivered to the location of the Closing; (i) A certificate, dated as of the Closing Datedate of Closing, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited as permitted by this Agreement) or identifying any representation or warranty which is not, including but not limited to updates or no longer is, true and correct and explaining the state of facts giving rise to the Lease Schedulechange. In no event shall Seller be liable to Purchaser for, Schedule or be deemed to be in default hereunder, if any representation or warranty is not true and correct in all material respects (unless Seller failed to perform covenants under this Agreement and such failure caused such representation or warranty to no longer be true and correct in all material respects, in which event Purchaser shall be entitled to the remedy set forth in the second sentence of Service Contracts Section 13.1(b), or unless Seller knowingly and Arrearage Schedule as intentionally made a representation or warranty that was materially untrue at the time it was made, in which event Purchaser shall be entitled to all of the remedies set forth in Section 13.1(b)); provided, however, that such event shall constitute the non-fulfillment of the condition set forth in Section 9.1(b), entitling Purchaser to terminate this Agreement by written notice to Seller and receive the prompt return of the Xxxxxxx Money Deposit from the Escrow Agent, together with the interest earned thereon, whereupon Purchaser and Seller will have no further rights or obligations under this Agreement, except with respect to the Termination Surviving Obligations. Notwithstanding anything herein to the contrary, however, if, after the expiration of the Evaluation Period, any representation and warranty provided by Seller in Sections 8.1(d) (except to the extent such legal actions, suits or proceedings are not adequately covered by insurance and relate to (1) violations of Environmental Laws which, if adversely determined, would materially and adversely affect the value of a Project or the continued operations thereof or (2) Seller’s ability to consummate the transactions contemplated hereby or (3) the validity or enforceability of this Agreement), (g) (other than subpart (iii) thereof), (h) (only subpart (i) of the first sentence and, to the extent relating to a Service Contract not being assumed by Purchaser at Closing or relating to a Service Contract that is terminable upon thirty (30) days notice or less, subpart (ii) of the first sentence), (i) (but only to the extent that such change would not have a material adverse effect on the value of a Project or continued operations thereof), or (j) above is no longer true and correct in all material respects (with appropriate modifications to reflect any changes therein as permitted by this Agreement) and is disclosed accordingly by Seller to Purchaser, Purchaser shall not be entitled to terminate this Agreement as a result thereof unless the inaccurate representation prevents Purchaser from obtaining its intended financing for its acquisition of the Property. If, despite changes or other matters described in such certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in such certificate; (j) An Affidavit of Title in form The Lease Schedule and substance reasonably satisfactory Rent Rolls, updated to show any changes, dated no more than five (5) days prior to the Closing Date, and certified by Seller as being, to Seller’s Knowledge, true and accurate in all material respects; (k) Such affidavits or other documents as may reasonably be required by the Title CompanyCompany to issue each Title Policy subject only to the Permitted Exceptions and to modify or eliminate the standard exceptions described in Section 9.1(f) above; (l) The marked-up Title Commitments required by Section 9.1(f) above; (m) To the extent in Seller’s possession or control, originals of complete sets of all architectural, mechanical, structural, electrical and as-built plans and specifications used in connection with (i) the construction of or alterations or repairs to each Project and (ii) the initial construction of the Improvements, all of which may remain on site at the Project to which they pertain and need not be delivered to the location of the Closing; (n) All current unpaid real estate and personal property tax bills relating to each Project and in Seller’s possession or control, all of which may remain on site at the Project to which they pertain and need not be delivered to the location of the Closing; (o) All Documents in Seller’s possession or control that are necessary to maintain the continuity of operation of the Property, all of which may remain on site at the Project to which they pertain and need not be delivered to the location of the Closing; (p) To the extent in Seller’s possession or control, (i) all access and security cards to restricted or secured areas of each Project and (ii) keys to all locks at each Project, together with an accounting for such keys and access and security cards in the possession of others, to the extent such an accounting exists as of the Effective Date, all of which may remain on site at the Project to which they pertain and need not be delivered to the location of the Closing; (q) Possession of each Project subject only to the Permitted Exceptions; (r) Such other documents as may reasonably be necessary or appropriate to effect the consummation of the transaction contemplated by this Agreement, including, if applicable, assignments of any Security Deposits that are letters of credit; and (ks) A counterpart original of an operating agreement in the form of Exhibit L attached to this Consulting Agreement, duly executed by Seller or an affiliate of Seller (the in either case, “Operating AgreementConsultant”).

Seller’s Closing Obligations. On the Closing DateAt Closing, Seller, at its sole cost and expense, Seller will deliver to Purchaser Buyer the following itemsfollowing: (a) A special warranty deed (Certificates representing all of the “Deed”)Stock, duly endorsed and in proper form for transfer to Buyer by delivery under applicable law, or accompanied by duly executed and acknowledged by Seller, conveying to Purchaser the Real Property and the Improvements, subject only to the Permitted Exceptionsinstruments of transfer in blank; (b) A xxxx copy of sale in resolutions of the form attached hereto Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement and all related documents and agreements, certified by the Secretary of Seller as Exhibit C (being true and correct copies of the “Xxxx of Sale”), duly executed by Seller, assigning and conveying originals thereof subject to Purchaser, without representation no modifications or warranty, title to the Personal Propertyamendments; (c) A counterpart original certificate of an assignment and assumption executive officer of Seller’s interest, as lessordated the Closing Date, in setting forth the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all status of Seller’s right, title 's performance and interest, as lessor, compliance with the covenants of Seller contained in the Leases and Security DepositsArticle VIII; (d) A counterpart original certificate of an assignment and assumption executive officer of Seller’s interest in , dated the Service Contracts Closing Date (i) as to the truth and correctness of the representations of Seller under Article IV as of the Closing Date, (ii) as to the performance of and compliance by Seller with the covenants of Seller (other than any Service Contracts those set forth in Article VIII) contained herein on and as to which Purchaser has notified of the Closing Date and (iii) certifying that all conditions precedent of Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and PermitsClosing have been satisfied or are waived; (e) The Tenant Notice Letters, duly executed by Seller, with respect A certificate of the Secretary of Seller certifying as to the Tenantsincumbency of the directors and officers of Seller and as to the signatures of all directors and officers who have executed documents delivered at the Closing on behalf of Seller; (f) Evidence reasonably satisfactory Certificates, dated within five business days prior to Purchaser the Closing Date, of the Secretary of State of the states of incorporation of Seller and the Title Company establishing that Seller and the person executing the documents delivered by Seller pursuant Company are in existence, have paid all franchise taxes and otherwise are in good standing to this Section 10.3 on behalf transact business in its state of Seller has full right, power, and authority to do soincorporation; (g) A certificate in Certificates, dated within five business days prior to the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 Closing Date, of the Internal Revenue Code Secretaries of 1986State of the states in which the Company is qualified to do business, to the effect that the Company is qualified to do business and is in good standing as amendeda foreign corporation in each of such states; (h) All original Leasesauthorizations, to the extent in Seller’s possessionconsents, the original Major Tenant Estoppels approvals, permits and any other estoppels as described in licenses required by Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (i) A certificate, dated as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)4.28(8); (j) An Affidavit of Title in form and substance reasonably satisfactory to the Title Company; and (k) A counterpart original of an operating agreement in the form of Exhibit L attached to this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”).

Seller’s Closing Obligations. On At the Closing DateClosing, Sellereach Seller shall execute, at its sole cost acknowledge (where applicable) and expense, will deliver to Purchaser the following itemsTitle Company for recording and/or delivery to Purchaser, the following: (a) A special warranty deed (the “Deed”), duly executed and acknowledged by Seller, conveying to Purchaser the Real Property and the Improvements, subject only to the Permitted ExceptionsDeed [JEP only]; (b) A xxxx of sale in the form attached hereto Quit Claim Deeds [only EDP, KEP, and OHP, as Exhibit C (the “Xxxx of Sale”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property;applicable] (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security DepositsBase Lease [excluding JEP]; (d) A counterpart original an Assignment of Leases and Service Contracts, together with the written consent of such third parties as may be required in the event of an assignment and assumption of Seller’s interest in under the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration terms of the Evaluation Period that Purchaser elects not to assume at Closing) Leases and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and PermitsContracts; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the TenantsA certificate of non-foreign status; (f) Evidence a Xxxx of Sale; (g) a Title Affidavit; (h) a Management Agreement for each Building; (i) the Non-Solicitation Agreement; (j) the ROFO Agreement; (k) a closing statement itemizing the Purchase Price and all adjustments thereto as provided herein (the “Closing Statement”); (l) duplicates of keys, combinations, codes and security information to all locks on the Property in the possession of such Seller (such items to be delivered to Purchaser at the Property); (m) evidence of the existence, organization and authority of each Seller and of the authority of the persons executing documents on behalf of such Seller reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do soCompany; (gn) A certificate in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 copies of the Internal Revenue Code written termination notices sent by each Seller terminating each of 1986, the Service Contracts which Purchaser elected not to assume as amendedof a date not later than thirty (30) days after the Closing Date; (ho) All original Leases, all documents and instruments to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in be assigned and/or delivered under Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property9.3 hereof; (ip) A certificate, dated as executed originals of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)); (j) An Affidavit of Title in form and substance reasonably satisfactory to the Title Companyeach Lease; and (kq) A counterpart original such other instruments or documents as are necessary or reasonably required by Purchaser or the Title Company to consummate the Transaction; provided, however, that no such additional instrument or document may expand any obligation, covenant, representation or warranty of an operating agreement a Seller or result in the form any new or additional obligation, covenant, representation or warranty of Exhibit L attached to a Seller under this Agreement beyond those expressly set forth in this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”).

Seller’s Closing Obligations. (a) On or before the Scheduled Closing Date, Seller, at its sole cost and expense, will Seller shall deliver to Purchaser the following itemsdocuments, certified by Seller as true and complete to the best knowledge and belief of Seller: (ai) A special warranty deed a list of Security Deposits and any other refundable Tenant deposits in Seller's possession; (ii) a list of the “Deed”)Contracts that shall be assigned to Purchaser at the Closing pursuant to Section 6.2 above; (iii) copies (or originals if available) of the Contracts that shall be assigned to Purchaser pursuant to Section 6.2 above; (iv) copies (or originals if available) of all Leases; (v) a current list of the Arrearage Tenants which includes the amount of rent owed by each Arrearage Tenant; (vi) a current list of Tenants occupying 2,000 square feet or more of rentable space at the Property who are in material default under their respective Leases or with whom Seller is in litigation; (vii) copies of the REA, duly executed the CUP, the Development Agreement, the CCRs and acknowledged by the ARSDO; (viii) a Certificate of Formation of Seller, conveying Operating Agreement of Seller, and evidence of the authority of Seller to Purchaser transact business in the Real Property State of California; (ix) copies (or originals if available) of all certificates of occupancy, plans and the Improvementsspecifications, subject only permits, licenses and authorizations relating to the Permitted ExceptionsProperty in Seller's possession; (x) copies (or originals if available) of all warranties, guaranties, service manuals and other building records in Seller's possession or control; and (xi) such other documents as may reasonably be required by Purchaser or the Escrow Agent to evidence the authority of Seller to consummate the sale of the Property in accordance with this Agreement. (b) A xxxx of sale No later than 10:00 a.m. (Irvine, California time) on the business day prior to the Scheduled Closing Date, Seller shall deposit the following documents into the Escrow, each duly executed and, if appropriate, acknowledged by Seller and/or any other parties listed below, as appropriate: (i) a Grant Deed (the "Deed") in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal PropertyG; (cii) A counterpart original a Partial Cancellation of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits Restrictions in the form attached hereto as Exhibit B M (the “Assignment of Leases”"Partial Cancellation"), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (diii) A counterpart original a Bxxx of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits Sale in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and PermitsH; (eiv) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; two (f2) Evidence reasonably satisfactory to Purchaser counterpart originals of an Assignment and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf Assumption of Seller has full right, power, Contracts and authority to do so; (g) A certificate Intangible Property in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 the "Assignment of the Internal Revenue Code of 1986, as amended; (h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (i) A certificate, dated as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)Contracts"); (jv) An Affidavit two (2) counterpart originals of Title an Assignment and Assumption of Leases in the form and substance reasonably satisfactory to attached hereto as Exhibit J (the Title Company; and"Assignment of Leases"); (kvi) A three (3) counterpart originals of an Assignment and Assumption of Development Agreement in the form attached hereto as Exhibit 0 (the "Assignment of Development Agreement"); (vii) three (3) counterpart originals of an Assignment and Assumption of CCRs in the form attached hereto as Exhibit P (the "Assignment of CCRs"); (viii) three (3) counterpart originals of an Assignment and Assumption of ARSDO in the form attached hereto as Exhibit Q (the "Assignment of ARSDO"); (ix) one (1) original of an operating agreement the Non-Foreign Person Affidavit (the "Non-Foreign Affidavit") and one (1) original certificate confirming the non-applicability of requirements for withholding of sales proceeds under the California Revenue and Taxation Code law (the "California Affidavit") in the forms attached hereto as Exhibit K; (x) counterpart originals of a notice letter to each Tenant in the form attached hereto as Exhibit L (the "Tenant Notices") acknowledging that Seller has conveyed its interest in the Leases to Purchaser; (xi) a termination of the Management Agreement referred to in Section 6.1, duly executed by Seller and Manager; (xii) a rent roll, certified by Seller, in the form of Exhibit L C attached hereto, updated to this Agreementa date not more than five (5) days prior to the Closing Date; (xiii) the Security Deposits; and (xiv) a Commission Obligations and Lease Expenses Statement, duly executed certified by Seller, in the form of Exhibit N attached hereto, updated to a date not more than one (1) business day prior to the Closing Date. (c) At the Closing, Seller shall do the following: (i) deliver to Purchaser all keys, access cards and combinations for locks to the Property which are in Seller's possession; and (ii) deliver to Purchaser possession of the Property, subject to the rights of Tenants in possession thereof listed on the rent roll certified by Seller or an affiliate of Seller (and to the “Operating Agreement”)Permitted Exceptions.

Seller’s Closing Obligations. On At the Closing DateClosing, SellerSeller shall execute, at its sole cost acknowledge (where applicable) and expense, will deliver to Purchaser the following itemsTitle Company for recording and/or delivery to Purchaser, the following: (a) The Deed; (b) The fully executed Termination of Existing IOH LLC Lease; (c) The fully executed Termination of Existing OrthoIndy Lease; (d) The Certificate of Non-Foreign Status; (e) The Closing Certificate; (f) The Bxxx of Sale; (g) The Affidavit; (h) A special warranty deed closing statement itemizing the Purchase Price and all adjustments thereto as provided herein (the “DeedClosing Statement”); (i) Duplicates of keys, duly executed combinations, codes and acknowledged by security information to all locks on the Property in the possession of Seller; (j) Evidence of the existence, conveying organization and authority of Seller and of the authority of the persons executing documents on behalf of Seller reasonable satisfactory to Purchaser the Real Property and the Title Company; (k) Evidence reasonably satisfactory to Purchaser that each of the Service Contracts has either been terminated or assigned to either IOH LLC or OrthoIndy, as appropriate; (l) The Title Policy, or, in the alternative, a fully “marked up” Title Commitment signed by an authorized officer of the Title Company, showing Purchaser as the owner of the Land and Improvements, subject only to the Permitted Exceptions; (b) A xxxx of sale Exceptions and irrevocably obligating the Title Company to issue the Title Policy in the form attached hereto as Exhibit C (the of such fully “Xxxx of Sale”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the marked up” Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (g) A certificate in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (i) A certificate, dated as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)); (j) An Affidavit of Title in form and substance reasonably satisfactory to the Title CompanyCommitment; and (km) A counterpart original Such other instruments or documents as are necessary or reasonably required by Purchaser or the Title Company to consummate the transaction contemplated hereby, provided, however that no such additional instrument or document may expand any obligation, covenant, representation or warranty of an operating agreement Seller or result in the form any new or additional obligation, covenant, representation or warranty of Exhibit L attached to Seller under this Agreement beyond those expressly set forth in this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”).

Seller’s Closing Obligations. On or before 12:00 noon on the Closing last business day immediately before the Outside Date, Seller, at its sole cost and expense, will Seller shall deliver to Purchaser the following itemsEscrow Holder: (a) A special warranty deed Deed in the form attached as Exhibit "D" (the “"Deed”"), duly executed signed by Seller and acknowledged by Selleracknowledged, conveying to Purchaser covering the Real Property and the Improvements, subject only to the Permitted ExceptionsLand; (b) A xxxx An Assignment of sale Leases in the form attached hereto as Exhibit C "E" (the “Xxxx "Assignment of Sale”), duly executed Lease") signed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits General Assignment in the form attached hereto as Exhibit B "F" (the “Assignment of Leases”"General Assignment"), duly executed signed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original certificate of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits non-foreign status in the form attached hereto as Exhibit A "G" (the “Assignment”"Seller's FIRPTA Certificate"), duly executed signed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice LettersAn Owner's Affidavit of Title for the benefit of the Title Company in the form attached as Exhibit "I" ("Owner's Affidavit of Title"), duly executed signed by Seller; and (f) Any additional instruments (signed by Seller and acknowledged, if appropriate) as may be necessary to comply with this Agreement. (g) To the extent the same are in Seller's possession, all original Leases and other documents pertaining thereto and copies of such Leases or other documents where Seller, using its best reasonable efforts, is unable to deliver originals of the same. (h) To the extent the same are in Seller's possession, all other documents or instruments necessary and/or available with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser operating, leasing and maintenance of the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full rightProperty, powerincluding, without limitation, tenant files, Contracts, Warranties and Guaranties, and authority to do so; (g) A certificate in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property;manuals. (i) A certificate, dated as letter to Tenants advising the Tenants of the Closing Datesale hereunder and directing that rent and other payments thereafter be sent to Buyer or its desingee, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b));Buyer shall so direct. (j) An Affidavit of Title A computer diskette with this Agreement and such other related conveyancing documents prepared by Seller's counsel as requested by Buyer, in form and substance reasonably satisfactory to the Title Company; and (k) A counterpart original of an operating agreement in the form of Exhibit L attached to this Agreement, duly executed by Seller Wordperfect or an affiliate of Seller (the “Operating Agreement”)Microsoft Word format.

Seller’s Closing Obligations. On At the Closing DateClosing, SellerSeller shall, at its Seller’s sole cost and expense, will deliver to Purchaser the following items: (a) A execute and deliver to Purchaser a special warranty deed in the form of Exhibit “E” attached to this Agreement and incorporated herein by reference, with all blanks therein completed as necessary and with a description of the Land attached thereto as Exhibit “A” and a list of the Permitted Exceptions attached thereto as Exhibit “B” (the “Deed”), duly executed and acknowledged by Seller, conveying to Purchaser the Real Property and the Improvements, subject only to the Permitted Exceptions; (b) A execute and deliver to Purchaser a xxxx of sale and assignment in the form of Exhibit “F” attached hereto as Exhibit C to this Agreement and incorporated herein by reference (the “Xxxx of SaleSale and Assignment”)) and, duly executed by Seller, assigning and conveying if required to transfer any warranty to Purchaser, without representation or warranty, title obtain and deliver to Purchaser the Personal PropertyWarranty Consents (as hereinafter defined); (c) A counterpart original of execute and deliver to Purchaser an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits escrow agreement in the form of Exhibit “G” attached hereto as Exhibit B to this Agreement and incorporated herein by reference (the “Assignment of LeasesTenant Allowance/Commission Escrow Agreement”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original deliver to Purchaser executed originals of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration all of the Evaluation Period that Purchaser elects not Tenant Leases along with an updated and certified Rent Roll represented to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”)be true, duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (g) A certificate in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (i) A certificate, dated as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true complete and correct in all material respects as to the best of Seller’s actual knowledge (the “Updated Rent Roll”); (e) execute and deliver to Purchaser a notice to each of the Closing Date Tenants under the Tenant Leases in the form of Exhibit “F-1” attached to this Agreement and incorporated herein by reference, with all blanks therein completed as necessary (collectively, the “Tenant Notice Letters”); (f) execute and deliver to Purchaser the Restrictive Covenant Agreement (defined below); (g) execute and deliver to Purchaser a counterpart original of each of the Master Leases (defined below), together with appropriate modifications the Master Lease Guaranty (defined below) and the Master Lease Letter of Credit (defined below); (h) execute and deliver to reflect any changes therein Purchaser a “non-foreign” certificate sufficient to establish that withholding of tax is not required in connection with this transaction; (i) execute and deliver such other documents as are not prohibited customarily executed by this Agreementa seller in connection with the conveyance of similar property in Xxxxxx County, Texas, including but not limited to updates the release of the HEB Profit Participation Agreement as to the Lease ScheduleProperty and all required closing statements, Schedule releases, affidavits, evidences of Service Contracts authority to execute the documents, certificates of good standing, corporate resolutions and Arrearage Schedule as set forth in Section 9.1(b))any other instruments reasonably required by the Title Company; (j) An Affidavit of Title in form and substance reasonably satisfactory deliver to Purchaser all landlord keys to the Title CompanyProperty; and (k) A counterpart original deliver to Purchaser the Tenant Estoppels required under Section 7.02 of an operating agreement in the form of Exhibit L attached to this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”).

Seller’s Closing Obligations. On At the Closing DateClosing, Seller, at its sole cost and expense, Seller will deliver to Purchaser the following itemsdocuments: (a) A special warranty deed in the form attached as Exhibit L (the “Deed”), duly executed and acknowledged by Seller, in proper form for recording with the office of the Washington D.C. Recorder of Deeds, conveying to Purchaser fee simple title to the Real Property and the Improvements, subject only to Improvements free from all Encumbrances other than the Permitted ExceptionsApproved Title Conditions; (b) A An original blanket assignment and xxxx of sale in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, Purchaser title to the Personal PropertyProperty (subject to such changes to the Personal Property as are permitted under Section 7.1(d) above); (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s 's right, title and interest, as lessor, in and to the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of all of Seller’s right, title and interest in and to the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior Contracts, but only to the expiration of extent that same are assignable, and, to the Evaluation Period that Purchaser elects not to assume at Closing) and extent assignable, the Licenses and Permits in the form attached hereto as Exhibit A (the “"Assignment”"), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such and to the assignable Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory Copies of the relevant organization documents of Seller (including its managing member and beneficial owners, if applicable) evidencing Seller’s authority to Purchaser enter into this Agreement, the Seller's Documents and to consummate the transactions contemplated hereby and thereby and incumbency, and specimen signatures of each person executing this Agreement and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 Seller's Documents on behalf of Seller has full rightSeller, power, and authority to do socertified by an officer or authorized person of Seller; (g) A certificate in the form attached hereto as Exhibit I H (“Certificate as to Foreign Status”") certifying that Seller Seller’s Owner is not a “"foreign person” " as defined in Section 1445 of the Internal Revenue Code of 1986, as amendedCode; (h) All original Leases, to To the extent in Seller’s possessionpossession or under its control, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits Leases and Service Contracts in Seller’s possession bearing on the PropertyContracts; (i) A certificate, dated as of the Closing Datedate of Closing, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (Date, with appropriate modifications to reflect any changes therein (i) new Leases and/or Service Contracts or terminations of or amendments to Leases and/or Service Contracts that are not prohibited either permitted or otherwise consented to by this AgreementPurchaser pursuant to Article VII, including but not limited to updates (ii) non-material changes to the Lease Schedulerepresentations and warranties in Sections 8.1(e), Schedule of Service Contracts 8.1(j), 8.1(k), 8.1(o) (but only with respect to any new Leasing Commission Agreements entered into in connection with new Leases or amendments to Leases, in each case, that are either permitted or otherwise consented to by Purchaser pursuant to Article VII), and Arrearage Schedule 8.1(p) (but only if such non-material changes to 8.1(p) would not impose any liability on Purchaser), and 8.1(q), and/or (iii) material changes that Purchaser is waiving as set forth in Section 9.1(b))conditions precedent to Closing; (j) An Affidavit The Lease Schedule updated to show any changes, to Seller’s Knowledge, dated as of no more than five (5) Business Days prior to the Closing Date, and certified by an officer or authorized person of Seller to be true, accurate and correct in all material respects; (k) Such affidavits or other instruments duly executed and acknowledged by Seller as the Title Company shall reasonably require in order to omit from the Title Policy all exceptions for judgments, penalties, bankruptcies or other returns against persons or entities whose names are the same as or similar to Seller’s name; (l) Such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (m) All real property transfer tax returns required under applicable Law in connection with the sale of the Real Property duly signed and sworn to, if necessary, by Seller; (n) All Tenant correspondence files and all books and records necessary to reconcile Tenant Operating Expenses, unless previously delivered by Seller to Purchaser; (o) A complete set of keys for the Improvements including leased spaces to the extent in Seller’s possession or control; (p) All equipment operating manuals and all Warranties in any way relating to the Property, if any, in Seller’s possession or subject to its control; (q) All Licenses and Permits, entitlements and plans and specifications, if any, related to the Property to the extent that same are transferrable and in the possession of Seller or subject to its control; (r) Copies of current real estate tax assessment notices and bills relating to the Real Property; (s) Copies of all environmental and physical condition reports (including all Phase I, Phase II, Americans with Disabilities Act (ADA) and soil reports for the Property, as available) in Seller’s possession or control unless previously delivered by Seller to Purchaser; (t) Copies of any plans and specifications for the Property in Seller’s possession or under its control; (u) A Counterpart of the Closing Statement, duly executed by Seller; and (v) Such other instruments and documents, in form and substance reasonably satisfactory to Seller, Purchaser and/or the Title Company; and (k) A counterpart original of an operating agreement in , as may be reasonably necessary to effect the form of Exhibit L attached to Closing and the transaction contemplated by this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”).

Seller’s Closing Obligations. On the Closing Date, Seller, at its sole cost and expense, will shall deliver or cause to Purchaser be delivered to the Escrow Agent the following items:(it being understood that each party comprising Seller shall deliver one complete set of each of the following closing documents and deliveries relating to the self-storage facility owned by such party): (a) 11.2.1. A special warranty deed (the “Deed”), ) in recordable form duly executed and acknowledged by Seller, Seller conveying to Purchaser the Real Property Land and the ImprovementsImprovements described on Exhibit A in fee simple, subject only to the Permitted Exceptions; (b) A xxxx of sale , substantially in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property;F. (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”)11.2.2. The General Assignment, duly executed by Seller, conveying and assigning to Purchaser all the Personal Property, the Contracts, the records and plans, and the Intangible Property. 11.2.3. Only with regard to the Leases which are not month-to-month Leases, written notice executed by Seller (i) acknowledging the sale of Seller’s rightthe Property to Purchaser, title (ii) acknowledging that Purchaser has received and interest, as lessor, is responsible for any security deposits identified in the Leases rent roll, and Security Deposits; (diii) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as indicating that rent should thereafter be paid to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits Purchaser, substantially in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits;H. (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) 11.2.4. Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the Closing documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, power and authority to do so;. (g) 11.2.5. A certificate duly executed by Seller substantially in the form attached hereto as Exhibit I (“Certificate as to Foreign StatusNon-foreign Entity Certification”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended;. (h) All original Leases11.2.6. The following items, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; : (i) A certificateall keys for all entrance door and spaces which may be locked (whether occupied or not) in the Improvements; and (ii) all original (to the extent available, dated as otherwise copies of) Leases, Contracts, permits, books, records, tenant files, tenant database, operating reports, plains and specifications and other materials reasonably necessary to the continuity of operation of the Closing Date, stating that Property – the representations foregoing items may be delivered at the Property and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of not at the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b));Closing. (j) An Affidavit of Title in form and substance reasonably satisfactory to the Title Company; and (k) 11.2.7. A counterpart original of an operating agreement in the form of Exhibit L attached to this Agreement, closing statement duly executed by Seller setting forth the Purchase Price and any adjustments thereto. 11.2.8. Such other documents as may be reasonably necessary or an affiliate appropriate to effect the consummation of Seller (the “Operating transactions which are the subject of this Agreement”), including, a Colorado Department of Revenue Form DR 1083, Information with Respect to a Conveyance of a Colorado Real Property Interest for the Aurora, Colorado Property.

Seller’s Closing Obligations. On the Closing Datedate hereof, SellerSeller shall deliver, at its sole cost and expenseor cause to be delivered, will deliver to Purchaser the following itemsfollowing: (a) A special warranty deed Seller’s executed counterpart of (i) the “Deed”)A&R LLCA and (ii) the Assignment of Interests, duly executed and acknowledged by Seller, conveying together with such other documents or certificates endorsed in blank as are necessary to Purchaser transfer the Real Property and the Improvements, subject only Purchased Units to the Permitted ExceptionsPurchaser; (b) A xxxx of sale in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption a certificate of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (g) A certificate in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (i) A certificate, dated as of the Closing Date, stating that the representations signed by an authorized officer of Seller, and warranties attaching (i) a good standing certificate of each of Seller contained in Section 8.1 are true and correct in all material respects the Company certified as of a recent date by its respective Secretary of State or equivalent state Governmental Authority, (ii) a copy of the certificate of formation of each of Seller and the Company certified as of a recent date by its Secretary of State or equivalent state Governmental Authority, (iii) a copy of the other Organizational Documents of Seller certified as of the Closing Date by an authorized officer of Seller, (with appropriate modifications iv) resolutions or other authorizations of the Seller certified by an authorized officer of Seller as being true, complete, in full force and effect on the Closing Date and not amended, modified, revoked or rescinded, authorizing the transactions contemplated hereby, and (v) a certification as to reflect any changes therein that are not prohibited by the incumbency and specimen signatures of each nature Person authorized to execute and deliver this Agreement, including and any instruments or agreements required hereunder to which such Person is a party; (i) a comprehensive overview of SunPower Capital, LLC’s compliance with and its operating policies with respect to each applicable state’s fair lending statutes, including, but not limited to, its oversight and management of its dealers and applicable Affiliates, dealer pricing and geographic targeting and (ii) a comprehensive overview of SunPower Capital, LLC’s compliance with and its operating policies with respect to updates California Civil Code Section 1671 with respect to the Lease Schedulelate fees, Schedule including its oversight and management of Service Contracts its dealers and Arrearage Schedule as set forth in Section 9.1(b))applicable Affiliates; (jd) An Affidavit the certificate required to be delivered by Seller under Section 5.02; (e) a duly executed copy of Title the Master Servicing Agreement; (f) results through a date that is within ten (10) Business Days of the Closing Date, of (i) searches of the UCC records of the Delaware Secretary of State or of any other jurisdiction as applicable, against Seller and each Company Entity, evidencing that no UCC financing statements have been filed against (A) Seller in respect of the Seller’s interests in the Company, or (B) other than Permitted Encumbrances, any assets of the Company or the Company Entities, and (ii) Tax lien and litigation searches against Seller and the Company Entities; (g) A legal opinion with respect to the transactions contemplated hereby of counsel to Seller and the Company, addressed to the Purchaser and in form and substance reasonably satisfactory to the Title CompanyPurchaser; and (kh) A counterpart original of an operating agreement in the form of Exhibit L attached any fees and expenses owed to this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”)Purchaser pursuant to Section 6.04.

Seller’s Closing Obligations. (i) On or before the Closing DateDeposit Time, Seller, at its sole cost and expense, will deliver the following items (a), (b), (c), (d), (e), (f), (g), (k), (l), (m) and (n) in escrow with the Title Company pursuant to Section 4.4, for delivery to Purchaser at Closing as provided herein and (ii) upon receipt of the Purchase Price, Seller shall deliver the following itemsitems (h), (i) and (j) to Purchaser at the Property: (a) A special warranty deed substantially in the form attached hereto as Exhibit I (the “Deed”), duly executed and acknowledged by Seller, Seller conveying to Purchaser the Real Property and the Improvements, subject only using the Real Property description attached hereto as Exhibit A, which Deed shall be delivered to Purchaser by the Permitted Exceptions;Title Company agreeing to cause same to be recorded in the Official Records, and a quit claim deed (“Quit Claim Deed”), duly executed and acknowledged by Seller conveying to Purchaser the Real Property, using the Real Property description set forth in the PTR and on the Updated Survey, which Quit Claim Deed shall be delivered to Purchaser by the Title Company agreeing to cause same to be recorded in the Official Records. (b) A xxxx Four (4) counterparts of sale the General Conveyance, Xxxx of Sale and Assignment and Assumption substantially in the form attached hereto as Exhibit C H (the “Xxxx of SaleGeneral Conveyance”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A One (1) counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying Tenant Notice Letters and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Contract Notice Letters, duly executed by Seller, with respect to the Tenants; (fd) Four (4) counterparts of each License Assignment, duly executed by Seller; (e) Evidence reasonably satisfactory to Purchaser and the Title Company and Purchaser that the person executing the documents delivered by Seller pursuant to this Section 10.3 Closing Documents on behalf of Seller has full right, power, power and authority to do so, and evidence reasonably satisfactory to the Title Company and Purchaser that the Seller is duly organized and authorized to execute this Agreement and all other documents required to be executed by Seller hereunder, including pursuant to and complying with the requirements in Item Nos. 8 and 12 on Schedule C to the PTR; (gf) A certificate in the form attached hereto as Exhibit I J (“Certificate as to Foreign Status”) from Seller certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (g) The Tenant Deposits, at Seller’s option, either (i) in the form of a cashier’s check issued by a bank reasonably acceptable to Purchaser, or (ii) as part of an adjustment to the Purchase Price. With respect to those Tenant Leases for which Seller or its lender are holding letters of credit as security deposits, there shall not be any credit to, or adjustment in, the Purchase Price, and Seller shall deliver such original letters of credit to Purchaser at Closing, together with all necessary transfer documentation, so that Purchaser and the applicable Tenants can arrange to have the letters of credit reissued in favor of, or endorsed to, Purchaser. Seller agrees to cooperate with Purchaser post-Closing in connection with the reissuance or endorsement of any letters of credit and act at the reasonable discretion of Purchaser with respect thereto, until the letters of credit are re-issued or endorsed to Purchaser. Seller shall pay all transfer, re-issuance and/or other fees relating to such transfers and/or re-issuance of such letters of credit; (h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on The Personal Property for the Property; (i) A certificateAll original Licenses and Permits, dated as of the Closing DateCity Licenses, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this AgreementLicense Agreements, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth Tenant Leases for the Property in Section 9.1(b))Seller’s possession and control, together with an electronic version in “Word” of the form of tenant lease used by Seller for the Property; (j) An Affidavit of Title in form and substance reasonably satisfactory All keys to the Title CompanyImprovements which are in Seller’s possession for the Property; (k) Such other transfer and tax forms, if any, as may be required by state and local Authorities as part of the transfer of the Property; (l) An owner’s certificate in the form attached hereto as Exhibit P; (m) Such other documents as may be reasonably necessary or appropriate to effect the consummation of the transactions which are the subject of this Agreement, including, without limitation, the Closing Statement duly executed and delivered (provided the same do not increase in any material respect the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein); and (kn) A counterpart original Evidence reasonably satisfactory to Purchaser of an operating agreement in the form termination of Exhibit L attached those Service Contracts which Purchaser has designated are to this Agreement, duly executed be terminated by Seller or an affiliate at and as of Seller (the “Operating Agreement”Closing under Section 5.2(f).

Seller’s Closing Obligations. On At the Closing DateClosing, Sellerand as a condition to Buyer's payment of the Purchase Price, at its sole cost and expense, will Seller shall deliver or cause to Purchaser be delivered the following items: following: (a) A special warranty bargain and sale deed (the “Deed”), duly executed and acknowledged by Seller, conveying to Purchaser the Real Property and the Improvements, subject only to the Permitted Exceptions; (b) A xxxx of sale with covenant against grantor's acts in the proper form attached hereto as Exhibit C (the “Xxxx of Sale”)for recording, duly executed by SellerSeller and acknowledged, assigning and conveying so as to Purchaser, without representation or warranty, convey fee simple absolute title to the Personal Property; Complex to Buyer free and clear of all liens and encumbrances, except as otherwise provided in Article 7, below; (cb) A counterpart original such affidavit of an assignment title and assumption of Seller’s interestother customary documents and instruments as the Buyer's title insurance company may reasonably require in accordance with customary practice in order to remove preprinted exceptions from the Buyer's title insurance policy, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), including a duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (g) A certificate in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying affidavit that Seller is not a “"foreign person” " as defined in Section 1445 1445(f)(3) of the Internal Revenue Code of 1986, as amended; ; (hc) All original Leases, A xxxx of sale to the extent in Seller’s possession, Tangible Personal Property and the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (i) A certificate, dated as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)); (j) An Affidavit of Title in form and substance reasonably satisfactory to the Title Company; and (k) A counterpart original of an operating agreement Complex Records in the form of Exhibit L attached E; (d) if applicable, an assignment of Seller's right, title and interest in and to the Permits in the form of Exhibit F; (e) originals or certified true copies of all documents in the possession of Seller relating to Permits being assigned to Buyer; (f) such other documents or instruments as are required by this Agreement or reasonably requested by Buyer to be delivered by Seller at Closing; (g) evidence of Seller's authority to convey the Complex to Buyer, including a current certified resolution of Seller evidencing its authority to execute, perform and discharge its obligations under this Agreement and incumbency certificates with respect to the officers of Seller executing any document or instrument delivered in connection with the transaction evidenced by this Agreement; and (h) possession of the Complex (together with any and all keys and security codes to the Complex), duly executed by Seller or an affiliate free and clear of Seller any occupants, with the improvements in the same condition as existed at the end of the Evaluation Period, reasonable wear and tear and (to the “Operating Agreement”)extent provided in Article 13, below) casualty damage excepted.

Seller’s Closing Obligations. On the Closing Date, Seller, at its sole cost and expense, will deliver (y) the following items (a), (b), (c), (d), (e), (f), (g), (i), (l) and (m) in escrow with the Title Company pursuant to Section 4.3, and (z) upon receipt of the Purchase Price, Seller shall deliver the following items (h), (j) and (k) to Purchaser at the following itemsProperty: (a) A special limited warranty deed substantially in the form attached hereto as EXHIBIT J (the “Deed”"DEED"), duly executed and acknowledged by Seller, Seller conveying to Purchaser the Real Property and the Improvements, Improvements subject only to the Permitted Exceptions, which Deed shall be delivered to Purchaser by the Title Company agreeing to cause same to be recorded in the Official Records; (b) A xxxx of sale in the form attached hereto as Exhibit C (the “Xxxx of Sale”), The General Conveyance duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (fd) Evidence reasonably satisfactory to Purchaser and the Title Company and Purchaser that the person executing the Closing documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, power and authority to do so; (ge) A certificate in the form attached hereto as Exhibit I EXHIBIT K (“Certificate as to Foreign Status”"CERTIFICATE AS TO FOREIGN STATUS") certifying that Seller is not a “"foreign person” " as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (hf) All original LeasesThe Tenant Deposits, to the extent in at Seller’s possession's option, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; either (i) A certificate, dated as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)); (j) An Affidavit of Title in form and substance reasonably satisfactory to the Title Company; and (k) A counterpart original of an operating agreement in the form of Exhibit L attached a cashier's check issued by a bank reasonably acceptable to this AgreementPurchaser, duly executed or (ii) as part of an adjustment to the Purchase Price. In the event the Tenant Deposits are in the form of a letter of credit, then Seller shall deliver at Closing the original letter(s) of credit, together with documentation sufficient to cause the letter(s) of credit to be assigned to Purchaser upon approval thereof by Seller or an affiliate the issuer of Seller the letter(s) of credit; (g) A certification meeting the “Operating Agreement”)requirements of O.C.G.A. Section 48-7-128 relating to the withholding of income tax in the State of Georgia.

Seller’s Closing Obligations. On Simultaneously with the Closing Dateexecution hereof, Seller, at its sole cost and expense, will deliver Seller is delivering to Purchaser the following itemsBuyer: (ai) a xxxx of sale for all of the Assets in the form of Exhibit A special warranty deed (the “Deed”"XXXX OF SALE"), duly executed by Seller; (ii) consents to the assignment to Buyer of all licenses not expressly assignable by their terms; (iii) an assignment of all Assets which are intangible personal property (other than Marks, Patents or Copyrights, which are covered below) in the form of Exhibit B, which assignment also contains Buyer's undertaking and acknowledged assumption of the Assumed Liabilities (the "ASSIGNMENT AND ASSUMPTION AGREEMENT"), executed by Seller; (iv) for each Seller Lease, an Assignment and Assumption of Lease in the form of Exhibit C (the "ASSIGNMENT AND ASSUMPTION OF LEASE"), written approval thereof by any over- landlord and/or sub-landlord, if required, or such other appropriate document or instrument of transfer, as the case may require, each in form and substance satisfactory to Buyer and its counsel and executed by Seller; (v) an assignment of all of the Marks in the form of Exhibit D, executed by Seller (the "ASSIGNMENT OF MARKS"); (vi) an assignment of all of the Patents in the form of Exhibit E, executed by Seller (the "ASSIGNMENT OF PATENTS"); (vii) an assignment of all the Copyrights in the form of Exhibit F, executed by Seller (the "ASSIGNMENT OF COPYRIGHTS"); (viii) a certificate of the Secretary or Assistant Secretary of Seller certifying, as complete and accurate as of the date hereof, attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller's board of directors approving the execution and delivery of this Agreement and the consummation of the Transactions and certifying to the incumbency of the officers of Seller executing this Agreement and any other document relating to the Transactions; (ix) the transition services agreement (the "TRANSITION SERVICES AGREEMENT") attached hereto as Exhibit G; (x) a non-solicitation, non-competition and intellectual property license agreement by and between Buyer and Seller, executed by Seller, conveying to Purchaser the Real Property and the Improvements, subject only to the Permitted Exceptions; (b) A xxxx of sale substantially in the form attached hereto as Exhibit C H (the “Xxxx of Sale”"NON-COMPETITION AGREEMENT"), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (cxi) A counterpart original an opinion of an assignment and assumption of Seller’s interestSkadden, as lessorArps, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”)Slate, duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (g) A certificate in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (i) A certificate, Xxxxxxx & Xxxx LLP dated as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)); (j) An Affidavit of Title in form and substance reasonably satisfactory to the Title Company; and (k) A counterpart original of an operating agreement date hereof in the form of Exhibit L attached I; (xii) certificates dated as of a date not earlier than the fifth Business Day prior to this Agreementthe date hereof as to the Good Standing of Seller, duly executed by Seller or an affiliate the appropriate officials of Seller the State of Delaware; and (xiii) releases of all Encumbrances on the “Operating Agreement”)material Assets, other than Permitted Encumbrances, including releases of each mortgage of record and termination of each personal property security interest.

Seller’s Closing Obligations. On the Closing Date, Seller, at its sole cost and expense, will deliver (y) the following items (a), (b), (c), (d), (e), (f), (g), (i), (l), (m), (n), (o), (p) and (q) in escrow with the Escrow Agent pursuant to Section 4.3, and (z) upon receipt of the Purchase Price, Seller shall deliver the following items (h), (j) and (k) to Purchaser at the following itemsProperty: (a) A special limited warranty deed in the form attached hereto as Exhibit J (the “Deed”), duly executed and acknowledged by Seller, Seller conveying to Purchaser the Real Property and the Improvements, Improvements subject only to the Permitted ExceptionsExceptions and a restrictive covenant prohibiting Purchaser from disturbing the Tree Preservation Area and more particularly described on Exhibit H, which Deed shall be delivered to Purchaser by the Escrow Agent having received the same from Seller and agreeing with the Purchaser to cause same to be recorded in the Official Records and which Deed shall be accompanied by any State, County or Municipal transfer declaration forms required of Seller; (b) A xxxx of sale in the form attached hereto as Exhibit C (the “Xxxx of Sale”), The General Conveyance duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (fd) Evidence reasonably satisfactory to Purchaser and the Title Company and Purchaser that the person executing the Closing documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, power and authority to do so; (ge) A certificate in the form attached hereto as Exhibit I K (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (hf) All original LeasesThe Tenant Deposits, to the extent in at Seller’s possessionoption, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; either (i) A certificate, dated as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)); (j) An Affidavit of Title in form and substance reasonably satisfactory to the Title Company; and (k) A counterpart original of an operating agreement in the form of Exhibit L attached a cashier’s check issued by a bank reasonably acceptable to this AgreementPurchaser, duly executed or (ii) as part of an adjustment to the Purchase Price. In the event the Tenant Deposits are in the form of a letter of credit, then Seller shall deliver at Closing the original letter(s) of credit, together with documentation sufficient to cause the letter(s) of credit to be assigned to Purchaser upon approval thereof by Seller or an affiliate the issuer of Seller the letter(s) of credit; (g) A certification meeting the “Operating Agreement”)requirements of O.C.G.A. Section 48-7-128 relating to the withholding of income tax in the State of Georgia.

Seller’s Closing Obligations. On or before the Closing Date, Seller, at its sole cost and expense, will deliver the following items (a), (b), (c), (d), (e), (f), (g), (h), (l), (m), (n), (o), (p), (q) and (r) in escrow with the Title Company, and the following items (i), (j), and (k) to Purchaser at the following itemsProperty: (a) A special warranty deed (the “Deed”), duly executed Bargain and acknowledged by Seller, conveying to Purchaser Sale Deed with Covenant Against Grantor's Acts from Seller for the Real Property and in proper statutory form for recordation in the Improvements, subject only to form attached as EXHIBIT I (the Permitted Exceptions"DEED"); (b) A xxxx of sale for the Personal Property in the form attached hereto as Exhibit C (the “Xxxx of Sale”)EXHIBIT J, duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the Title Company Escrow Holder that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (gd) A certificate in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) EXHIBIT L certifying that Seller is not a “"foreign person” " as defined in Section 1445 of the Internal Revenue Code of 1986, as amended, as well as any form or other document required under applicable laws to be executed by Seller in connection with any transfer tax applicable to the transaction contemplated by this Agreement; (he) All A counterpart original Leases, to of the extent in Closing Statement duly executed by Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (if) A certificate, dated as of the Closing Date, certificate stating that all of the representations and warranties of Seller contained set forth in Section Sections, 7.3, 8.1 and 11.1 are true and correct in all material respects in the form attached hereto as EXHIBIT M, duly executed by Seller; (g) Intentionally deleted; (h) The Letter of Credit deposited by Tenant as the Tenant Deposit, which shall be returned by the Escrow Agent to Tenant, together with such executed statements of Landlord as shall be required to cancel the Letter of Credit. Notwithstanding the foregoing, Seller reserves the right to draw on the Letter of Credit prior to the Closing to the extent draw events are triggered prior to Closing in accordance with the terms of the Closing Date Tenant Lease; (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreementi) The Personal Property, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b))if any; (j) An All original Licenses and Permits in Seller's possession and control; (k) All keys, passes, lock combinations, pass cards, remote control access devices, security codes, computer software operating building systems, and other devices relating to the operation of the Improvements which are in Seller's possession and which Seller has the right to transfer; (l) Affidavit of Title in form and substance reasonably satisfactory standard form; (m) A Form 1099 Information Statement as required by the Internal Revenue Code (to be supplied by Purchaser's title company); (n) The most recent tax bills for the Property; (o) Payoff letters or releases with respect to any mortgages or liens encumbering the Property; (p) A copy of any other documents required to be delivered by Seller under this Agreement if not theretofore delivered, to the Title Companyextent any such documents are in Seller's possession; (q) If required by the Township to transfer title, a certificate of occupancy, continuing certificate of occupancy or building code approval for the Property, to be obtained at Seller's cost and expense; and (kr) A counterpart original Such other documents as may be reasonably necessary or appropriate to effect the consummation of an operating agreement in the form transaction which is the subject of Exhibit L attached to this Agreement, duly executed including, without limitation, documents required by the title company or settlement instructions with Purchaser and Escrow Holder, in form and substance acceptable to Purchaser, Seller and Escrow Holder and provided such documents do not increase Seller's obligation or an affiliate of Seller (the “Operating liabilities beyond those otherwise created by this Agreement”).

Seller’s Closing Obligations. (a) On or before the Scheduled Closing Date, Seller, at its sole cost and expense, will Seller shall deliver to Purchaser the following itemsdocuments, certified by Seller as true and complete to the best knowledge and belief of Seller: (ai) A special warranty deed a list of the Contracts that shall be assigned to Purchaser at the Closing pursuant to Section 6.1 above; (ii) copies (or originals if available) of the “Deed”)Contracts that shall be assigned to Purchaser pursuant to Section 6.1 above; (iii) copies of the REA, duly executed the CUP, the Development Agreement, the CCRs and acknowledged by the ARSDO; (iv) a Certificate of Formation of Seller, conveying Operating Agreement of Seller, and evidence of the authority of Seller to Purchaser transact business in the Real Property State of California; (v) copies (or originals if available) of all plans and the Improvementsspecifications, subject only permits, licenses and authorizations relating to the Permitted Exceptions;Property in Seller's possession; and (vi) such other documents as may reasonably be required by Purchaser or the Escrow Agent to evidence the authority of Seller to consummate the sale of the Property in accordance with this Agreement. (b) A xxxx of sale No later than 10:00 a.m. (Irvine, California time) on the business day prior to the Scheduled Closing Date, Seller shall deposit the following documents into the Escrow, each duly executed and, if appropriate, acknowledged by Seller and/or any other parties listed below, as appropriate: (i) a Grant Deed (the "Deed") in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal PropertyE; (cii) A counterpart original a Partial Cancellation of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits Restrictions in the form attached hereto as Exhibit B H (the “Assignment of Leases”"Partial Cancellation"), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (diii) A two (2) counterpart original originals of an assignment Assignment and assumption Assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits Intangible Property in the form attached hereto as Exhibit A F (the “Assignment”"Assignment of Contracts"), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (eiv) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; three (f3) Evidence reasonably satisfactory to Purchaser counterpart originals of an Assignment and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf Assumption of Seller has full right, power, and authority to do so; (g) A certificate Development Agreement in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 the "Assignment of the Internal Revenue Code of 1986, as amended; (h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (i) A certificate, dated as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Development Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)"); (jv) An Affidavit three (3) counterpart originals of Title an Assignment and Assumption of CCRs in the form attached hereto as Exhibit J (the "Assignment of CCRs"); (vi) three (3) counterpart originals of an Assignment and substance reasonably satisfactory to Assumption of ARSDO in the Title Companyform attached hereto as Exhibit K (the "Assignment of ARSDO"); and (kvii) A counterpart one (1) original of an operating agreement the Non-Foreign Person Affidavit (the "Non-Foreign Affidavit") and one (1) original certificate confirming the non-applicability of requirements for withholding of sales proceeds under the California Revenue and Taxation Code law (the "California Affidavit") in the form of forms attached hereto as Exhibit L attached to this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”).G.

Seller’s Closing Obligations. On the Closing Date, Seller, at its sole cost and expense, will deliver to Purchaser the following itemsSeller shall: (ai) A special Deliver to Buyer full possession of the Property: (A) in the same condition as it is as of the date hereof (except that Seller shall have no responsibility for change to the Property as a result of work performed by the Buyer, its agents or independent contractors) (B) with any encumbrances expressly permitted by this Agreement and (C) free and clear of all tenants and occupants. Buyer shall be entitled to an inspection of the Property prior to the Closing Date in order to determine whether the condition thereof complies with the terms of this Section. (ii) Deliver to Buyer, in form and substance satisfactory to Buyer, the following: (A) a Connecticut form warranty deed (the “"Deed”), duly executed and acknowledged by Seller") (in form acceptable to Buyer's title insurance carrier, conveying to Purchaser the Real Property good and the Improvements, subject only to the Permitted Exceptions; (b) A xxxx of sale in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller, assigning clear record and conveying to Purchaser, without representation or warranty, marketable title to the Personal Property; Land and Improvements insurable as provided in Section 5(b)(iii) above, which shall convey title free from all liens, encumbrances and encroachments except: (cI) A counterpart original facts as shown on a survey, (II) provisions of an assignment building and assumption zoning laws existing as of Seller’s interestthe date hereof; (III) such real property taxes for the then current fiscal tax period as are not yet due and payable on the Closing Date, provided that if the Land is a portion of a larger tax parcel, then Buyer shall take title subject only the proportionate share of such real property taxes as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior relate to the expiration Land; (IV) such liens for betterment charges as may be assessed on the Property and due after the Closing Date; (V) easements, restrictions and rights of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all way of Seller’s right, title, and interestrecord, if any, which do not materially interfere (in Buyer's reasonable discretion) with the development, use, operation, leasing and/or sale of the Property for the Intended Use; and (VI) the deed restriction described in paragraph 5.(b)(i) above. (B) An Assignment of Seller's entire interest in any permits, licenses or approvals affecting the Property (provided, however, in the absence of an express assignment, delivery of the Deed will conclusively be deemed to constitute the assignment of all of such Service Contracts permits, licenses and the Licenses and Permitsapprovals to Buyer); (eC) The Tenant Notice LettersA receipted xxxx from the local water and sewer authority and any other entity providing utility service to the Property that all charges for water and sewer service and such other utilities have been paid through a date not more than five (5) calendar days prior to the Closing Date. (D) Affidavits to Buyer's title insurer as to parties in possession or with a right to possession of, duly executed and mechanic's liens (with an exception for those as a result of work contracted for by SellerBuyer, its agents or independent contractors) with respect to, the Property, which affidavits shall be sufficient to have the normal printed exceptions with respect to the Tenants;such matters deleted from Buyer's and Buyer's lender's title insurance policy(ies). (fE) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (g) A certificate in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) An Affidavit certifying that Seller is not a “"foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (i) A certificate, dated " as of the Closing Date, stating as provided in Section 4(a)(xv) hereof. (F) A certificate by Seller to the effect that all of the representations and warranties of Seller contained set forth in Section 8.1 are 4 remain true and correct in all material respects as of the Closing Date except to the extent the same may have changed in accordance with the terms and conditions of this Agreement. (with appropriate modifications G) A 1099-B form for the Escrow Agent. (H) A W-9 form stating that no backup withholding is necessary to reflect any changes therein that are not prohibited by disburse Seller's share, if any, of the interest earned on the Deposit. (I) A secretary's certificate and corporate resolution of Seller, certifying as to the incumbent officers of Seller and the due authorization and execution of this Agreement, including but not limited and of the sale, assignment, instruments, and other transactions contemplated hereby. (J) A certificate of good standing for Seller and a copy of Seller's by-laws and certificate of incorporation certified by the secretary of Seller. (K) Such documents, certificates and affidavit reasonably deemed necessary or appropriate by Buyer's title insurance company to updates issue its title insurance policy for the Property. (L) All other documents expressly required by this Agreement to be delivered by Seller, including, without limitation, the Drainage Easement. (iii) To enable Seller to make conveyance as herein provided, at the time of delivery of the Deed, Seller shall use the Purchase Price or any portion thereof to clear title to the Lease ScheduleProperty of any or all encumbrances (except for those created by the Buyer, Schedule its agents or independent contractors), and all instruments so procured shall be recorded simultaneously with the delivery of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)); (j) An Affidavit of Title in form and substance the Deed, or provisions reasonably satisfactory to Buyer's attorney shall be made prior to the Title Company; and (k) A counterpart original of an operating agreement in Closing Date for recording thereof as soon as reasonably practicable after the form of Exhibit L attached to this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”)Closing Date.

Seller’s Closing Obligations. On the Closing Date, Seller, at its sole cost and expense, will shall deliver or cause to be delivered to Purchaser the following itemsfollowing: (a) 11.2.1 A special warranty grant deed (the “Deed”), ) in recordable form duly executed and acknowledged by Seller, Seller conveying to Purchaser the Real Property Land and the ImprovementsImprovements described on Exhibit A in fee simple, subject only to the Permitted Exceptions; (b) A xxxx of sale , substantially in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property;F. (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”)11.2.2 The General Assignment, duly executed by Seller, conveying and assigning to Purchaser all the Personal Property, the Contracts, the records and plans, and the Intangible Property. 11.2.3 Written notice executed by Seller (i) acknowledging the sale of Seller’s rightthe Property to Purchaser, title (ii) acknowledging that Purchaser has received and interestis responsible for any security deposits (or any letters of credit, as lessor, the case may be) identified in the Leases Rent Roll, and Security Deposits; (diii) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as indicating that rent should thereafter be paid to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits Purchaser, substantially in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits;H. (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) 11.2.4 Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the Closing documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, power and authority to do so;. (g) 11.2.5 A certificate duly executed by Seller substantially in the form attached hereto as Exhibit I (“Certificate as to Foreign StatusNon-foreign Entity Certification”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended;. (h) All original Leases11.2.6 The following items, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; : (i) A certificateall keys for all entrance door and spaces which may be locked (whether occupied or not) in the Improvements; and (ii) all original (to the extent available, dated as otherwise copies of) Leases, Contracts, permits, books, records, tenant files, tenant database, operating reports, plains and specifications and other materials reasonably necessary to the continuity of operation of the Closing Date, stating that Property – the representations foregoing items may be delivered at the Property and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of not at the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b));Closing. (j) An Affidavit of Title in form and substance reasonably satisfactory to the Title Company; and (k) 11.2.7 A counterpart original of an operating agreement in the form of Exhibit L attached to this Agreement, closing statement duly executed by Seller setting forth the Purchase Price and any adjustments thereto. 11.2.8 A California Form 593-C duly executed by Seller, as and to the extent prescribed by California law. 11.2.9 If not already delivered, an updated Rent Roll pursuant to the provisions of Section 10.2.7 above. 11.2.10 A signed title affidavit, or at Seller’s option, an affiliate indemnity, as applicable and required by the Title Company, in the form reasonably acceptable to Seller to enable the Title Company to delete the standard exceptions to the Owner’s Policy of Seller Title Insurance set forth in this Agreement (other than any matters constituting any Permitted Exceptions) to be issued pursuant to the “Operating Commitment, together with a commercially reasonable gap indemnity in order to enable Purchaser to fund the balance of the Purchase Price funds by 10:00 a.m. Pacific Time on the Closing Date in accordance herewith and a same-day Closing Date. 11.2.11 Such other documents as may be reasonably necessary or appropriate to effect the consummation of the transactions which are the subject of this Agreement”).

Seller’s Closing Obligations. On At or before the Closing DateDeposit Time, Seller, at its sole cost and expense, will deliver the following items (a), (b), (c), (d), (e), (f), (g), (h) and (l) in escrow with the Title Company pursuant to Section 4.3; and upon receipt of the Purchase Price, Seller shall deliver the following items (i), (j) and (k) to Purchaser at the following itemsImprovements: (a) A special warranty deed (counterpart of the “Deed”), duly executed and acknowledged by Seller, Seller conveying to Purchaser the Real Property and the Improvements, subject only which Deed shall be delivered to Purchaser by the Permitted ExceptionsTitle Company agreeing to cause same to be recorded in the Official Records (with documentary transfer tax information to be affixed after recording); (b) A xxxx Four (4) counterparts of sale in the form attached hereto as Exhibit C (the “Xxxx of Sale”), General Conveyance duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “WTC Parking Lease Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration each of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller; (e) A counterpart of any required State, with respect to the TenantsCounty or Municipal transfer declaration forms; (f) Evidence reasonably satisfactory to Purchaser and the Title Company and Purchaser that the person executing the Closing documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, power and authority to do so; (g) A certificate in the form attached hereto as Exhibit I H (“Certificate as to Foreign Status”) ), duly executed by Seller, certifying that Seller is not a “foreign person” as defined in Section section 1445 of the Internal Revenue Code Code, and a California Real Estate Withholding Certificate Form 593-C, duly executed by Seller, confirming that no withholding of 1986, as amendedthe Purchase Price is required under applicable law; (h) All The Tenant Deposits, at Seller’s option, either (i) in the form of a cashier’s check issued by a bank reasonably acceptable to Purchaser or (ii) as part of an adjustment to the Purchase Price. In the event the Tenant Deposits are in the form of a letter of credit, then Seller shall deliver at Closing the original letter(s) of credit, together with such documentation required to be executed by Seller to enable the letter(s) of credit to be assigned to Purchaser upon approval thereof by the issuer of the letter(s) of credit; (i) The Personal Property; (j) Originals (if any) of the Licenses and Permits, the Tenant Leases, to and the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Operating Contracts in Seller’s possession bearing on the Propertyand control; (ik) A certificate, dated as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates All keys to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth Improvements which are in Section 9.1(b))Seller’s possession; (jl) An Affidavit A Statement Required for the Issuance of Title ALTA Owners and Loan Policies in the form and substance reasonably satisfactory to the Title Companyattached hereto as Exhibit E; and (km) A counterpart original Such other documents as may be reasonably necessary or appropriate to effect the consummation of an operating agreement in the form transactions which are the subject of Exhibit L attached to this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”).

Seller’s Closing Obligations. On At the Closing DateClosing, Seller, at its sole cost and expense, Seller will deliver to Purchaser the following items: (a) A special warranty bargain and sale deed without covenants against grantor’s acts in form attached hereto as Exhibit G (the “Deed”), duly executed and acknowledged by Seller, conveying to the Purchaser the Real Property and the Improvements, subject only to the Permitted Exceptions; (b) A xxxx certificate of sale in Seller certifying that the form attached hereto as Exhibit C (execution and delivery by Seller of this Agreement and the “Xxxx documents set forth herein have been duly authorized by all necessary action of Sale”), Seller and that this Agreement and such documents have been duly executed and delivered by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (g) A certificate in the form attached hereto as Exhibit I H (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (d) A New Jersey Affidavit of Consideration for use by Seller (RTF-1), Seller’s Residency Certificate (GIT/REP) and such other transfer tax forms or instruments as may be required in connection with the transaction (including evidence that Seller’s transfer taxes shall be paid at and in connection with the recording of the Deed), duly executed and acknowledged by Seller; (e) Seller’s title affidavit in the form annexed hereto as Exhibit I and such other documents as may be reasonably requested by the Title Insurer; (f) A counterpart original of the Closing Statement, duly executed by Seller; (g) A Xxxx of Sale, in the form attached hereto as Exhibit J , duly executed by Seller, conveying to Purchaser, all of Seller’s right, title and interest in and to the Personal Property, without any warranty or representation of any kind; (h) All original LeasesAn Assignment of Contract Rights (the “Assignment of Contract Rights”), in the form of Exhibit K attached hereto and made a part hereof, duly executed by Seller so as to assign to Purchaser from and after the Closing Date all of Seller’s right, title and interest in and to the extent in Seller’s possessionContract Rights, the original Major Tenant Estoppels and but without any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Propertywarranty or representation of any kind; (i) To the extent in the possession of Seller or Seller’s agents, any originally executed counterparts, or, in lieu thereof, true and correct copies, of the documents comprising the Contract Rights, if any, including, without limitation, (i) any licenses, permits, authorizations and approvals, (ii) any as-built plans and specifications, mechanical, electrical and plumbing layouts and operating manuals and surveys and certificates of occupancy, and (iii) any guaranties, warranties, certificates and titles; (j) A certificate, dated as of the Closing Datedate of Closing, stating that the representations and warranties of Seller contained in Section 8.1 6.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b))Date; (jk) An Affidavit To the extent in the possession of Title in form Seller or Seller’s agents, all keys or key cards and substance reasonably satisfactory to alarm codes to, and all combinations to, any locks on, all entrance doors to, and any equipment and utility rooms located in, the Title CompanyImprovements, appropriately tagged for identification; and (kl) A counterpart original of an operating agreement in Any other documentation reasonably required to consummate the form of Exhibit L attached to transactions contemplated by this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”).