Common use of Seller’s Deliveries Clause in Contracts

Seller’s Deliveries. (a) [Reserved] (b) The Sellers shall deliver the following documents at the Closing: (i) a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing; (iii) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiii) a broker’s lien affidavit in the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved].

Seller’s Deliveries. The applicable Sellers shall deliver, or cause to be delivered, the following documents to Buyer at or before the Closing, all of which shall be in form and substance reasonably acceptable to Buyer and its counsel: (a1) [Reserved]A xxxx of sale transferring to Buyer all of Sellers' and their respective Affiliates' right, title and interest in and to the Purchased Assets in accordance with Section 1.1; (2) A special warranty deed in recordable form conveying fee simple title to each parcel of the Business Real Property to Buyer, free and clear of all Liens except Real Property Permitted Encumbrances; (3) An opinion, dated the Closing Date, from Xxxxxx, Xxxxx & Bockius LLP in form and substance satisfactory to Sellers and Buyer; (4) Assignment of each Business Real Property Lease identified on Schedule 1.1(b) hereto, together with the consent of the landlord thereunder, to Buyer, in form and substance reasonably satisfactory to Sellers and Buyer; (b) The Sellers shall deliver Instruments evidencing the following documents at the Closing: (i) a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action assignment to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing; (iii) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices ' and Ground Lessor Noticestheir respective Affiliates' right, duly executed by the relevant Seller; (G) all keys to each Property which are title and interest in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) with respect to the Properties located Business Intellectual Property in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiii) a broker’s lien affidavit in the form of Exhibit R attached hereto, duly executed by each applicable brokerand substance reasonably satisfactory to Sellers and Buyer; (c) [Reserved]An executed counterpart of the instrument evidencing Buyer's assumption of the Assumed Liabilities in accordance with Section 2.1; (d) [Reserved]Consents of the applicable third party to the assignment to Buyer of the Regional Distribution Center Real Property Leases (as hereinafter defined) in form and substance reasonably satisfactory to Sellers and Buyer; (e) An executed counterpart of the Supply and Transitional Services Agreement (the "Supply and Transitional Services Agreement") relating to the supply of certain products and certain services after the Closing Date, in form and substance reasonably satisfactory to Sellers and Buyer; (f) An executed counterpart of the non-exclusive Trademark License Agreement ("Trademark License Agreement") relating to, among other things, the Essex trademark, in form and substance reasonably satisfactory to Sellers and Buyer; (g) An executed counterpart of the non-exclusive Amended and Restated Trademark License Agreement ("Amended and Restated Trademark License Agreement") relating to the Superior Cables trademark, in form and substance reasonably satisfactory to Sellers and Buyer; (h) Certificates representing the DNE Shares, registered in the name of SUT and duly endorsed by SUT in blank for transfer or accompanied by appropriate stock powers in blank duly signed by SUT; (i) Certificates representing the Superior Israel Shares, registered in the name of STI and duly endorsed by STI in blank for transfer or accompanied by appropriate stock powers in blank duly signed by STI; (j) An executed counterpart of a shareholders agreement relating to Electrical Sub among Buyer, Electrical Sub and SUT, in form and substance reasonably satisfactory to Sellers and Buyer; (k) A Security Release Agreement and applicable UCC-3 statements, in form and substance reasonably satisfactory to the Sellers and Buyer; (l) An executed counterpart of the Termination or Assignment of Management Agreement, dated December , 1999, between SUT and Superior Cables Ltd., in form and substance reasonably satisfactory to Sellers and Buyer; (m) A completed Form II (as defined in the Connecticut Transfer Act) executed by Sellers to the extent necessary and applicable to the real property located at 00 Xxxxxx Xxxx North, Wallingford, Connecticut (the "Wallingford Property"); (n) A completed disclosure document, in the form set forth in Section 7 of the Indiana Responsible Property Transfer Law, executed by Sellers in accordance with the Indiana Responsible Property Transfer Law, as applicable to the Business Real Property located in the State of Indiana; (o) An executed counterpart of a non-exclusive, non-transferable, non-sublicensable patent license agreement in regard to the following patents: EP-1693A, EP-1731, EP-1693, EP-1809, EP-1841, EP-1844 and EP-1888, in form and substance reasonably satisfactory to Sellers and Buyer; and (ep) [Reserved]Each other document required to be delivered to Buyer hereunder or that Buyer may reasonably request in connection with the transactions contemplated hereby.

Seller’s Deliveries. Subject to fulfillment or waiver of the conditions set forth in Article X, at the Closing, Seller shall deliver to Buyer all the following: (a) [Reserved]the Equity Assignments, duly executed by Seller, and such other certificates or instruments required under applicable Requirements of Laws to transfer title to the Subsidiary Equity Interests; (b) The Sellers shall deliver the following documents at the Closing: (i) a Instrument of Assignment and Assumption duly executed Secretary’s Certificate from by each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amendedParty; (iic) an executed Incumbency Certificate from each Seller certificates of title or origin (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing; (iiilike documents) with respect to each Property that any vehicles or other equipment included in the Purchased Assets for which a certificate of title or origin is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) required in substantially the form of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient order to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Propertytitle; (ivd) all consents, waivers or approvals obtained by Seller with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (Purchased Assets or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement; (e) the Wellness Program License and Supply Agreement, the Reseller Agreement Amendment, the Reverse License Agreement and the Transition Services Agreement, in each case, as prepared and case duly executed by the relevant Seller; (xf) with respect to the Properties located in North Carolinacertificates of Seller contemplated by Sections 9.1 and 9.2, a form 1099-NRS (Non-Resident Seller), duly executed by the relevant an authorized officer of Seller; (xig) an affidavit that the relevant Seller is not a “foreign person” within the meaning assignments, in recordable form, with respect to each of the Foreign Investment in Real Property Tax Act registered Copyrights, issued Patent Rights, registered Trademarks and pending applications for the registration or issuance of 1980any Copyrights, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit Patent Rights and Trademarks included in the form of Exhibit Q attached heretoPurchased Assets, duly executed by SellerSeller and in form and substance reasonably satisfactory to Buyer; (h) a certificate of non-foreign status pursuant to Section 1445 of the Code; and (xiiii) a broker’s lien affidavit such other bills of sale, assignments and other instruments of transfer or conveyance as Buyer may reasonably request or as may be otherwise necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets to Buyer. In addition to the above deliveries, Seller shall take, and cause each other Seller Party to take, all steps and actions as Buyer may reasonably request or as may otherwise be necessary to put Buyer in actual possession or control of the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved]Purchased Assets.

Seller’s Deliveries. (a) [Reserved] (b) The Sellers shall deliver the following documents at At the Closing, subject to the terms and conditions of this Agreement, each Seller shall deliver, or cause to be delivered, to Acquirors: (i) a duly executed Secretary’s Certificate from counterpart of one or more assignments, each Seller substantially in the applicable form attached hereto as Exhibit B (or the general partner or managing member “Assignment of Interests”), evidencing the conveyance, assignment, transfer and delivery to Acquirors of such Seller, where appropriate) certifying that ’s Subject Interests and the rights and obligations of such Seller has taken all necessary action to authorize under the execution of all documents being delivered hereunder Registration Rights Agreement, and the consummation of all of the transactions contemplated hereby and that each duly executed by such authorization has not been revoked, modified or amendedSeller; (ii) an duly executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority copies of the officers Seller Notes by each of such Seller (or the general partner or managing member of such SellerDGD Trust, where appropriate) to execute this Agreement EMG and the other documents delivered by such Seller to the Buyer at the ClosingXxxxx, as applicable; (iii) a certificate duly executed by an executive officer of such Seller, dated as of the Closing Date, in customary form, to the effect that each of the conditions specified in Sections 7.2(a) and (b) has been satisfied by and with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) such Seller in substantially the form of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Propertyrespects; (iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached heretoaffidavit, duly executed and acknowledged by the relevant Sellersuch Seller (or, which Improvement Deedif such Seller is classified as an entity disregarded as separate from another Person, upon proper recording then by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiarysuch Person) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which dated as of the Closing Date are located upon or attached to the Property; (CDate, in accordance with Treasury Regulations Section 1.1445-2(b)(2) an Assignment of Contracts, duly executed by the relevant Seller; (Dand Section 1446(f)(2) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignationCode, with effect certifying that such Seller (or, if such Seller is classified as of the applicable Closingan entity disregarded as separate from another Person, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar rolesthen by such Person) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Sellerfor such purposes; and (xiiiv) a broker’s lien affidavit in the form of Exhibit R attached hereto, certificate duly executed by each applicable broker;an executive officer of such Seller if such Seller is an entity, dated as of the Closing Date, in customary form, attesting to the resolutions of the governing body of such Seller authorizing the execution and delivery of this Agreement and the other Transaction Documents to which such Seller is a party and the consummation of the transactions contemplated hereby and thereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date. (cb) [Reserved];At the Closing, subject to the terms and conditions of this Agreement, Holdings shall deliver, or shall cause to be delivered, to Acquirors: (di) [Reserved]executed agreements evidencing the termination, effective as of the Closing Date, of the TGE Omnibus Agreement and the TEP Omnibus Agreement; and (eii) [Reserved]duly executed letters of resignation or evidence of removal, effective as of the Closing Date, of the Resigning Directors and Officers as are required to be delivered pursuant to Section 6.8.

Seller’s Deliveries. On or before Closing, Seller shall deliver to Buyer each of the following: (a) [Reserved]a duly executed Bxxx of Sale in the form attached hereto as Exhibit G dated as of Closing Date conveying to Buyer all Assets, containing warranties that Seller is the owner of the personal property contained therein, free and clear of any and all liens, claims or encumbrances of every nature or kind; (b) The Sellers shall deliver appropriate evidence of Seller’s good standing and a certified copy of resolutions of the following documents at the Closing: shareholders and directors of Seller authorizing: (i) a duly executed Secretary’s Certificate from each Seller the transactions contemplated hereby; and (or the general partner or managing member of such Seller, where appropriateii) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closingrequired in connection herewith; (iiic) with respect to each Property that is not an executed Assignment of Contracts and Domain Name in a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey mutually agreeable to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Propertyparties; (iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (Ad) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property Employment Agreement in the form of Exhibit N attached hereto as Exhibit H executed by Sxxxxxxxx (an the “Assignment of Asset-Related PropertySxxxxxxxx Employment Agreement”); (Ee) an Association Assignment, duly Employment Agreement in the form attached hereto as Exhibit I executed by Harel (the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents“Harel Employment Agreement”); (Ff) the Tenant Notices executed Non-Competition Agreements by Sxxxxxxxx and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are Harel in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit form attached hereto as provided in Section 10.2(a) hereofExhibit J; and (Ig) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by Nondisclosure and Development Agreements in the relevant Sellerform attached hereto as Exhibit K; (vih) certification and warranty by Seller and the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer Shareholders that Seller’s Accounts Receivables are equal to or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate greater than $725,000 in the form of Exhibit O attached heretocertification acceptable by Buyer; (ixi) certification and warranty by Seller and the Seller and the Shareholders, that each knows of no matter of a material nature which will adversely impact Buyer and that all representations and warranties in this Agreement and true and correct from the date of the Letter of Intent to the time of Closing; and (j) all transfer tax returns other items or documents which are may be required by law and the regulations issued pursuant thereto or appropriate in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiii) a broker’s lien affidavit in the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved]hereby.

Seller’s Deliveries. (a) [Reserved] (b) The At the Initial Closing only, the Sellers shall deliver the following documents at the Closingdocuments: (i) a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Initial Closing; (iii) as assignment or sublease, in the Sellers’ sole discretion, of the Platform Lease, duly executed by the relevant Seller; (iv) the Platform Xxxx of Sale, duly executed by the relevant Seller; and (v) the Transition Services Agreement, duly executed by the relevant Seller. (b) The Sellers shall deliver the following documents at each Closing (solely in respect of the Transferred Assets to be purchased and sold at such Closing): (i) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (ivii) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (viii) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the applicable Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees Business Employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (viiv) the Closing Statement, duly executed by the Sellers; (viiv) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viiivi) a closing certificate in the form of Exhibit O attached hereto; (ixvii) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (xviii) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xiix) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xiix) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiiixi) a broker’s lien affidavit in the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]an assignment and assumption agreement, in form and substance reasonably acceptable to the Buyer and the Sellers, duly executed by the relevant Seller, in respect of the LLC Interests; and (e) [Reserved].

Seller’s Deliveries. At the Closing, Seller shall deliver (or cause to be delivered) to the Escrow Agent all of the following instruments, each of which shall have been duly executed and, where applicable, acknowledged and/or sworn, on behalf of Seller, and shall be dated to be effective as of the Closing Date: (a) [Reserved]The Deed. (b) The Sellers shall deliver Bxxx of Sale and General Assignment. (c) The Assignment and Assumption Agreement. (d) A bills paid affidavit verifying that there are no unpaid bills or claims for labor performed or materials furnished to the following documents at Property prior to the Closing:, and by which Seller indemnifies and holds Purchaser and Title Company harmless from any loss, liability, cost or expense of Purchaser resulting from or incident to claims against the Property. (e) Certificate(s)/Registration of Title for any vehicle owned by Seller and used in connection with the Property (if any). (f) The FIRPTA Certificate. (g) The “bring-down certificate” specified in Section 5.1(b). (h) An owner’s title affidavit and gap indemnity (to the extent required by the Title Company), each duly executed and acknowledged by Seller. (i) a duly executed Secretary’s Certificate from each Seller Such evidence, documents, affidavits and indemnifications as may be reasonably required by the Title Company and relating to: (or the general partner or managing member of such Seller, where appropriatei) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers persons executing the instruments delivered at Closing on behalf of such Seller (or have the general partner or managing member of such Seller, where appropriate) authority to execute this Agreement and the other documents delivered by such bind Seller to the Buyer at the Closing; perform its obligations set forth therein, (ii) mechanics’ or materialmens’ liens, (iii) with respect to each Property that is not a Ground Leased Propertyparties in possession, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (iv) with respect any other matters reasonably required to each Ground Leased Propertyenable the Title Company to issue the Title Policy and endorsements thereto, an improvements only deed as in form and content satisfactory to Purchaser and the Title Company. (j) Any other document or instrument specifically required by Applicable Law (an “Improvement Deed”) in substantially this Agreement. Seller shall also cause the form of Exhibit L attached hereto, duly executed by Manager to deliver to Purchaser or make available to Purchaser at the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (Ak) an Assignment of Leasesall original Warranties, duly executed Guarantees, and Hotel Agreements to be assigned to and assumed by Purchaser and in Seller’s or the relevant Seller, together with the original Leases;Manager’s possession, (Bl) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Sellerinformation as to all Advance Bookings, in substantially reasonable detail so as to enable the form of Exhibit M attached hereto, relating Purchaser to all fixtures, chattels, equipment and articles of personal property owned by honor the relevant Seller which Seller’s commitments in that regard, (m) information as to outstanding Accounts Receivable as of midnight on the Closing Date are located upon or attached date prior to the Property;Closing, including the name of each account and the amount due, (Cn) an Assignment of Contractsall keys, duly executed by the relevant Seller; (D) an assignment of all warrantiespasswords, permitsaccess cards, licenses combinations, codes and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices similar entry or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) control devices with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiii) a broker’s lien affidavit in the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved]Property.

Seller’s Deliveries. On or before the Closing Date, Seller shall deliver to Purchaser, duly executed and acknowledged where required: (a) [Reserved]Quitclaim deeds for the Purchased Real Property in the form of Exhibit B attached hereto (the “Quitclaim Deeds”), pursuant to which the Purchased Real Property shall be transferred to Purchaser, and an Assignment of Lease, in recordable form, for property which is the subject of a Real Property Lease for a bank branch as shown on Schedule 5.7(a)(v) (“the Leasehold Real Property”) in the form of Exhibit B-1 attached hereto, except as set forth in this Agreement “AS IS,” “WHERE IS” and with all faults; provided, that, with respect to the Purchased Real Property and the Leasehold Real Property, Seller or an Affiliate thereof, shall only be required to convey to Purchaser good and marketable fee simple title to the Purchased Real Property and good and marketable leasehold title, to the Leasehold Real Property, free and clear of liens and encumbrances other than Permitted Encumbrances below and any other matters that do not materially and adversely affect the current use, occupancy and/or value. Within five (5) Business Days after the date hereof, Seller shall provide Purchaser with copies of all title insurance policies, title opinions, title reports and any documents referred to therein, within Seller’s possession or control. Within thirty (30) Business Days after the date hereof, Purchaser at its own cost shall endeavor to obtain an owner’s commitment for title insurance from a reputable title insurance company of national standing (the “Title Company”), a copy of which shall be furnished to Seller and appended hereto as Annex D. It is understood and agreed that for purposes of this Agreement, the following shall constitute Permitted Encumbrances: (1) ingress and egress easements for third parties that do not materially and adversely affect the current use, occupancy and/or value; (2) any lien or judgment of record which could be satisfied by a payment, provided that such lien or judgment is satisfied by Seller or removed of record at or prior to Closing or insured over, without exception, by the Title Company; (3) any matter that the Title Company would be willing to omit as an exception to coverage or except with insurance against loss, damage or expense, including insurance against collection or enforcement against the interests to be insured under a title policy pursuant to an endorsement or other addition to such title policy in form and substance reasonably satisfactory to Purchaser, and including an agreement by the Title Company that such coverage shall be made available to any mortgagee or vendee of the Purchaser, or the mortgagee of such vendee; (4) rights of any landlord under any Real Property Lease; or (5) all other matters of record or which an accurate survey or inspection would show, except mortgages and other liens caused or created by Seller. (b) The Sellers Such affidavits and documents as the Title Company shall deliver the following documents at the Closing: (i) a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder reasonably require and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amendedare customarily given by sellers in similar transactions; (iic) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such SellerSuch real estate transfer tax declarations, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Sellerstatements, where appropriate) to execute this Agreement affidavits and the other transfer documents delivered as Purchaser shall reasonably require and are customarily given by such Seller to the Buyer at the Closingsellers in similar transactions; (iiid) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed A xxxx of sale for the Purchased Assets (a “Deed”other than the Loans) in substantially the form of Exhibit K attached C hereto, duly executed by pursuant to which the relevant Seller, which deed, upon proper recording by the Buyer, Purchased Assets shall be sufficient transferred to transfer Purchaser “AS IS”, “WHERE IS” and convey to the Buyer (or a Designated Subsidiary) with all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (iv) faults, and customary Loan Assignment Documentation with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law Loan; (an “Improvement Deed”e) An assignment and assumption agreement with respect to the Assumed Liabilities in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer D hereto and convey to the Buyer (extent required by any Laws or the terms of any agreement with a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference third party, consent to such Ground Leased Propertyassignment and assumption by Purchaser (the “Assignment and Assumption Agreement”); (vf) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, An Officer’s Certificate in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached E hereto; (ixg) all transfer tax returns which are required by law A certificate of the Secretary of Seller certifying to the resolutions of the Board of Directors of Seller and the regulations issued pursuant thereto in connection with the payment sole stockholder of all state or local real property transfer taxes that are payable or arise as a result of the consummation of Seller approving and authorizing the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Sellerhereby; (xh) Executed copies of the Fiserv Settlement Agreement, the I-Pay Settlement Agreement and a Right of First Refusal Waivers with respect to each of the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant SellerTransfer Restricted Loans; (xii) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, The FIRPTA Affidavits in substantially the form of Exhibit P attached F hereto; (xiij) a title affidavit Physical possession of all Purchased Assets as are capable of physical delivery; (k) Exclusive possession of the Premises, subject only to the rights of any landlord under any Real Property Lease; (l) Possession of all Loan files in Seller’s possession relating to the form Loans; (m) Any files related to any loans listed in subparagraph 2.1(a)(vii); (n) A copy of Exhibit Q attached heretothe Escrow Agreement, duly executed by the Escrow Agent and Seller; and; (xiiio) a broker’s lien affidavit Copies of the forms of signature cards, deposit account forms, Regulation E disclosures, Truth-in-Savings disclosures, deposit account agreements, trust agreements and beneficiary designations, as well as the forms of any other instruments or agreements presently in use at the Branches in connection with the Deposit Liabilities. For purposes of this paragraph, all referenced documents shall be the forms used by Seller as of the date of this Agreement for new customers. Completed and executed forms of such documents for each respective depositor maintaining an account included within the Deposit Liabilities shall be provided by Seller to Purchaser on or prior to the Closing Date; (p) Copies of any subleases or participation agreements duly executed by Seller, as contemplated by Sections 7.7 and 10.6, respectively; (q) The Closing Payment Amount in accordance with Section 3.2, to the extent the same is payable by Seller to Purchaser (r) A title insurance gap indemnity, substantially in the form of attached hereto as Exhibit R attached heretoG, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]sufficient to enable Purchaser to obtain gap coverage with respect to the Purchased Real Property; and (e) [Reserved].

Seller’s Deliveries. At the Closing, Seller shall deliver to Buyer, or cause the Company to deliver to the Buyer, as applicable, the following: (a) [Reserved]A stock certificate or certificates evidencing the Shares, free and clear of Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank and with all required stock transfer tax stamps affixed. (b) The Sellers shall deliver agreement relating to the following documents at the Closing: (i) a duly executed Secretary’s Certificate from assignment and assumption of each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revokedNotes, modified or amended; (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing; (iii) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of attached hereto as Exhibit K attached hereto, duly executed by B (the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of SaleNote Assignment”), duly each executed by Seller and the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property;Company. (Cc) an Assignment of ContractsThe stockholders agreement, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto as Exhibit C (an the “Assignment of Asset-Related PropertyStockholders Agreement”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Company and Seller;. (xid) an affidavit A written consent or certified resolutions as adopted by the Company’s Board of Directors, effective simultaneously with the Closing, increasing the size of its Board of Directors to five (5) members and appointing the five (5) individuals named in Section 2.01 of the Stockholders’ Agreement to the Company’s Board of Directors. (e) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder. (f) A certificate of the Secretary or Assistant Secretary (or equivalent officer) of Company certifying as to (i) the resolutions of the board of directors (or equivalent managing body) of Company, duly adopted and in effect, which authorize the execution, delivery and performance of the Stockholders’ Agreement and the Note Assignment, and (ii) the names and signatures of the officers of Company authorized to sign the Stockholders’ Agreement and the Note Assignment and the documents to be delivered thereunder. (g) A certificate meeting the requirements of IRS Notice 2018-29 and Treasury Regulations Section 1.1445-2(b) that the relevant Seller is not a “foreign person” person within the meaning of Section 1445 of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiii) a broker’s lien affidavit in the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved]Code.

Seller’s Deliveries. (a) [Reserved] At the Closing, each Seller shall (bor shall cause its applicable Affiliates to) The Sellers shall deliver the following to Purchaser (provided that where delivery of documents, signatures or funds to the other Party is required, such delivery shall be deemed satisfied if such documents or funds are delivered to Title Company to be held in escrow, provided such items are released therefrom at the Closing:): (i) a duly executed Secretarydeeds substantially in the form attached hereto as Exhibit I with Purchaser or Purchaser’s Certificate from each Seller (or designee as grantee, as may be amended as reasonably required to conform such deed to the general partner or managing member of customary practice in the jurisdiction the Real Property is located and to reflect items noted in the vesting deed for such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amendedReal Property; (ii) an duly executed Incumbency Certificate from each Seller (bills of sale for the benefit of Purchaser or Purchaser’s designee, in the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closingform attached hereto as Exhibit J; (iii) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached hereto, duly executed certificate as contemplated by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated SubsidiarySection 5.2(c) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Propertyhereof; (iv) duly executed FIRPTA certificates of each Seller’s non-foreign status that comply with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) Section 1445 of the Code in substantially the form of attached hereto as Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased PropertyK; (v) originals or copies of all of the Business Records in Sellers’ or its Affiliates possession or reasonable control; (vi) keys to all locks located in the Improvements, to the extent in Sellers’ possession or reasonable control; (vii) an owner’s title affidavit in the form attached hereto as Exhibit L with respect to each Property: (A) an Assignment of Leases, duly executed subject to changes reasonably requested by the relevant Seller, together with the original LeasesTitle Company; (Bviii) a xxxx of sale (a “Xxxx of Sale”)to the extent not previously delivered to Purchaser, duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as originals or copies of the Closing Date are located upon or attached to Ground Leases, the PropertyLeases, the Resident Agreements Contracts, and the Permits; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (Gix) all keys plans and specifications related to each Property which are the Improvements in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereofor reasonable control or otherwise available to Sellers; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (viix) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent Purchaser may reasonably require (or as may be required under applicable law) and including, without limitation, a customary and reasonably satisfactory operations transfer agreement with respect to the Facilities and the Business, in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, hereunder in each case, as prepared and duly executed by Sellers; provided that none of the relevant Seller; documents described in this clause (x) with respect shall increase, other than to a de minimis extent, the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning liability or obligations of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiii) a broker’s lien affidavit in the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved]Sellers.

Seller’s Deliveries. (a) [Reserved]At the Closing or on the date otherwise specified below, Seller shall deliver or cause to be delivered to Buyer, at Seller’s sole expense, each of the following items: (b1) The Sellers No later than five (5) business days prior to the Closing Date, Seller shall have obtained estoppel certificates from tenants that in the aggregate lease at least eighty percent (80%) of the leased square footage of the Building, which shall include an estoppel certificate from any tenant occupying more than two thousand (2,000) rentable square feet of space in the Property (each a “Tenant Estoppel”). Each estoppel certificate shall be in a form substantially similar to Exhibit “C” attached hereto, and in addition, no later than seven (7) business days prior to the end of the Due Diligence Period, Buyer shall deliver the following documents at draft estoppel certificates to Seller for Seller’s review and approval, which approval shall not be unreasonably withheld and Seller shall deliver the estoppel certificates to the tenants for execution. Such estoppel shall be consistent with its respective Lease, shall not reveal any default by Seller, any right to offset rent by the tenant, or any claim of the same, shall be dated no earlier than thirty (30) days prior to Closing:, and shall be otherwise reasonably acceptable to Buyer. (2) No later than five (5) business days prior to the Closing Date, Seller shall have obtained a Subordination, Non-Disturbance and Attornment Agreement from every tenant under a Lease for which a memorandum of lease was filed of record in a commercially reasonable form provided by the Buyer’s lender (each an “SNDA”). (3) No later than five (5) business days prior to the Closing Date, Seller shall have obtained an estoppel certificate as to each restrictive covenant of record, which estoppel certificate shall confirm that there are no defaults, no rights or claims to payment or contribution for such restrictive covenant and shall be otherwise reasonably acceptable to Buyer. (4) A duly executed and acknowledged Deed. (5) A xxxx of sale, assignment and assumption of leases and contracts duly and originally executed and acknowledged by Seller, in the form attached hereto as Exhibit “D”, which shall transfer, convey, sell, assign and set over to Buyer all of Seller’s right, title and interest in and to the balance of the Property, including without limitation: (i) the Personal Property; (ii) Leases; (iii) the Warranties and Permits; and (iv) any Contracts Buyer elects to assume in accordance with the terms of this Agreement. (6) A duly executed and acknowledged surface waiver and indemnity executed by Seller pertaining to the Mineral Rights, in a form mutually acceptable to Seller and Buyer, which shall be agreed upon during the Due Diligence Period (the “Surface Waiver”). (7) A duly executed counterpart of the Seller Escrow Agreement (as defined in Section 12(V) below). (8) In the event that Buyer elects to close prior to the Required Tenant Improvements Completion Date, a duly executed Secretary’s Certificate from each Seller counterpart of the Tenant Improvements Escrow Agreement (or as defined in Section 8(B) below). (9) A duly executed counterpart of the general partner or managing member Escrow Holdback Agreement (as defined in Section 8(C) below). (10) A duly executed counterpart of such Seller, where appropriatethe Rental Escrow Agreement (as defined in Section 8(D) certifying that such Seller has taken all necessary action to authorize the execution below). (11) Originals of all Leases (with all amendments and modifications thereto) relating to the Property. (12) All keys in Seller’s possession to all locks on the Property and all documents being delivered hereunder in the possession of Seller pertaining to each tenant, including all applications, correspondence and the consummation of all credit reports. (13) A non-foreign person affidavit sworn to by Seller as required by Section 1445 of the transactions contemplated hereby Internal Revenue Code. (14) Such evidence, documents, affidavits and that such authorization has not been revoked, modified indemnifications as may be reasonably required by the Title Company as a precondition to the issuance of the Title Policy relating to: (i) mechanics’ or amended; materialmen’s liens; (ii) an executed Incumbency Certificate from each parties in possession; (iii) the status and capacity of Seller (or the general partner or managing member of such Seller, where appropriate) certifying and the authority of the officers person or persons who are executing the various documents on behalf of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing; (iii) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment sale of the Property; or (iv) any other matter reasonably required to enable the Title Company to issue the Title Policy and endorsements thereto. (15) Originals of all state or local real property transfer taxes that are payable or arise as a result documents in the possession of Seller relating to the operation of the consummation Property including all permits, licenses, approvals, plans, specifications, guaranties and warranties. (16) A duly executed closing statement reflecting the adjustments and prorations required by this Agreement (the “Closing Statement”). (17) Such evidence or documents as may reasonably be required by Buyer evidencing the power and authority of the Seller and its respective partners and the due authority of, and execution and delivery by, any person or persons who are executing any of the documents required in connection with the sale of the Property. (18) Such other instruments as may be reasonably required to consummate the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiii) a broker’s lien affidavit in the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved].

Seller’s Deliveries. At Closing, Seller shall deliver or cause to be delivered to Purchaser in form and content reasonably acceptable to the Parties and their counsel: (a) [Reserved]Two (2) counterparts of a Xxxx of Sale, Assignment and Assumption Agreement (the "Xxxx of Sale"), executed by Seller, together with such other instruments of assignment and transfer or bills of sale or otherwise as Purchaser shall reasonably request; (b) The Sellers shall deliver Two (2) counterparts of a Confidentiality and Noncompetition Agreement between the following documents at Purchaser and Xxx X. Xxxxxxxx, executed by Xx. Xxxxxxxx (the Closing:"Harbidge Noncompetition Agreement"); (c) Two (2) counterparts of a Confidentiality and Noncompetition Agreement between the Purchaser and Xxxx Xxxxxx, executed by Xx. Xxxxxx (the "Posner Noncompetition Agreement"); (d) From counsel to the Seller, an opinion in form and substance acceptable to Purchaser, addressed to the Purchaser, and dated as of the Closing Date containing such opinions, assumptions and qualifications as may be reasonably acceptable to Purchaser's legal counsel; (e) Two (2) counterparts of a Shareholders' Agreement with LRA-Texas executed by Xx. Xxxxxxxx and Xx. Xxxxxx in a form similar to those previously entered into by similarly situated shareholders of LRA-Texas (the "Shareholders' Agreement); (f) Two (2) counterparts of a Registration Rights Agreement executed by Xx. Xxxxxxxx and Xx. Xxxxxx in a form similar to those previously entered into by similarly situated shareholders of LRA-Texas (the "Registration Rights Agreement"); (g) Certified resolutions adopted by all of the partners of the Seller, authorizing the execution, delivery and performance of this Agreement and all documents, instruments and agreements contemplated herein to be executed by the Seller; (h) Two (2) counterparts of a Preferred Stock Subordination Agreement in form and content reasonably acceptable to Seller, LRA-Texas and the senior lender for LRA-Texas, executed by Xx. Xxxxxxxx and Xx. Xxxxxx (the "TCB Preferred Stock Subordination Agreement"); (i) Two (2) counterparts of a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such SellerPreferred Stock Subordination Agreement in form and content reasonably acceptable to Xx. Xxxxxxxx and Xx. Xxxxxx, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder LRA- Texas and the consummation of all of senior subordinated lender for LRA-Texas, executed by the transactions contemplated hereby and that such authorization has not been revoked, modified or amendedSeller and/or any other parties to whom the Preferred Stock is to be issued at Closing (the "Pecks Preferred Stock Subordination Agreement"); (iij) an Two (2) counterparts of a Guaranty of Performance executed Incumbency Certificate from each Seller (or by Xx. Xxxxxxxx, pursuant to which Xx. Xxxxxxxx guarantees the general partner or managing member of such Sellertruth, where appropriate) certifying the authority completeness and accuracy of the officers of such Seller (or the general partner or managing member of such Seller's representations and warranties, where appropriate) to execute this Agreement and the other documents delivered by such Seller to performance of the Buyer at Seller's covenants, agreements and obligations hereunder (the Closing"Harbidge Guaranty"); (iiik) with respect Two (2) counterparts of a Guaranty of Performance executed by Xx. Xxxxxx, pursuant to each Property that is not which Xx. Xxxxxx guarantees the truth, completeness and accuracy of the Seller's representations and warranties, and the performance of the Seller's covenants, agreements and obligations hereunder (the "Posner Guaranty"); (l) Two (2) counterparts of a Ground Leased PropertyStock Pledge Agreement executed by Xx. Xxxxxxxx pursuant to which Xx. Xxxxxxxx pledges the stock of LRA-Texas received under this Agreement, to secure performance of his obligations hereunder, and the performance of Xx. Xxxxxxxx and Xx. Xxxxxx under the Harbidge Guaranty and the Posner Guaranty, respectively (the "Harbidge Stock Pledge); (m) Two (2) counterparts of a special/limited warranty deed Stock Pledge Agreement executed by Xx. Xxxxxx pursuant to which Xx. Xxxxxx pledges the stock of LRA-Texas received under this Agreement, to secure performance of his obligations hereunder, and the performance of Xx. Xxxxxx and Xx. Xxxxxxxx under the Posner Guaranty and the Harbidge Guaranty, respectively (a “Deed”the "Posner Stock Pledge"); (n) in substantially the form of Exhibit K attached heretoUCC-3 Termination Statements or other appropriate releases, duly executed by the relevant Sellerappropriate secured party or parties, which deedwith respect to any liens, upon proper recording by security interests, pledges or encumbrances affecting the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such PropertyAssets; (ivo) with respect Investor Representation Letters in form and content reasonably acceptable to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached heretoSeller and Purchaser, duly executed by the relevant Seller, which Improvement DeedXx. Xxxxxxxx, upon proper recording by the Buyer, shall Xx. Xxxxxx and/or any other parties to whom any Preferred Stock or Common Stock is to be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Propertyissued at Closing; (vp) Such consents, waivers, estoppel letters or similar documentation as Purchaser shall request, in Purchaser's sole discretion, in connection with respect to each Property:the transfer of the Assets; (Aq) an Assignment Any tax certificates required to be delivered as set forth in SECTION 2.5 of Leasesthis Agreement; (r) Originals of all insurance policies which Purchaser elects to continue in force, if any, together with appropriate assignments thereof; (s) A current certificate, issued by a company acceptable to Purchaser, certifying that no Uniform Commercial Code filings, chattel mortgages, assignments, pledges or other encumbrances have been created or filed in any jurisdiction in which Seller does business, other than those for which Seller has produced executed Termination Statements or other appropriate releases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon appropriate secured party or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereofparties; and (It) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such All other assignments, instruments of transfer, and other documents items required to be delivered hereunder or as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns be requested which are required by law and the regulations issued pursuant thereto in connection with the payment of all state necessary or local real property transfer taxes that are payable or arise as a result of the would reasonably facilitate consummation of the transactions contemplated by this Agreementhereby. In addition, in each case, as prepared Seller will put Purchaser into full and duly executed by the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning peaceful possession and enjoyment of the Foreign Investment in Real Property Tax Act Assets and the Leased Assets immediately upon the occurrence of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiii) a broker’s lien affidavit in the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved]Closing.

Seller’s Deliveries. At the Closing (a) [Reserved] (b) The Sellers or as otherwise indicated below), Seller shall execute and/or deliver to Purchaser the following documents at the Closingfollowing: (i) a duly executed Secretary’s Certificate from each Seller (or A warranty deed conveying marketable title to the general partner or managing member of such SellerProperty, where appropriate) certifying that such Seller has taken all necessary action subject only to authorize the execution of all documents being delivered hereunder Permitted Exceptions, as described on the survey referred to in Section 3.7 above, to Purchaser, and the consummation of all of the transactions contemplated hereby any required real estate transfer tax/documentary/deed tax affidavits and that such authorization has not been revoked, modified or amended;applications (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority An assignment of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) Leases and other occupancy agreements and all rents due and to execute this Agreement and the other documents delivered by such Seller become due thereunder with respect to the Buyer at Property provided, however, that such assignment shall not impose any liability on Purchaser for any default of Seller under the Leases. Seller shall in such assignment indemnify, agree to defend and hold Purchaser harmless from any liability of any kind or nature that shall have accrued under the Leases prior to Closing;. (iii) A xxxx of sale and assignment covering all of the Personal Property, warranties (specifically including the roof warranty, if any), all intangible rights associated with the Property and all claims, guaranties, warranties, indemnifications and all other rights, if any, which Seller may have against suppliers, laborers, materialmen, contractors or subcontractors arising out of the Property and such xxxx of sale shall warrant title to such Personal Property and that the same are in good operating condition. (iv) To the extent Purchaser has elected to waive satisfaction of the Estoppel Condition due to the failure of Seller to deliver the requisite number of estoppel letters called for hereunder in order to satisfy the Estoppel Condition, then, at Closing, Seller shall deliver a so-called “Seller Estoppel” as to each of the Leases for which no such estoppel letter has been obtained as of the Closing. Each such “Seller Estoppel” shall be executed by Seller and be in the same form as the estoppel letter form to be delivered by Purchaser to Seller hereunder with the applicable lease information completed therein. Each such “Seller Estoppel” shall survive Closing until Purchaser receives an actual estoppel letter from the applicable tenant. (v) An affidavit stating that the Rent Roll attached to this Agreement as an exhibit is, as of Closing, true, accurate and complete and noting any differences between such Rent Roll and the then current state of facts with respect to each Property the matters set forth on the Rent Roll. (vi) An affidavit stating that Seller is not a Ground Leased Property, a special/limited warranty deed (a “Deed”Foreign Person” within the meaning of Internal Revenue Code Section 1445(f)(3) in substantially the form of Exhibit K attached hereto, duly executed or Purchaser shall be entitled to withhold appropriate amounts as required by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer Internal Revenue Code. (or a Designated Subsidiaryvii) all Exclusive possession of the relevant Seller’s rights in the Property to Purchaser, subject only to the Permitted Exceptions with reference to such Property; (iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially and the form of Exhibit L attached hereto, duly executed by tenants under the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder;. (viii) a closing certificate in Evidence that all Contracts have been terminated as of the form of Exhibit O attached hereto;Closing. (ix) On or before three business days after Closing, Seller shall deliver to Purchaser’s offices at 00000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxx 00000, Attention Director of Lease Administration, all transfer tax returns which are required by law original Leases, lease files, correspondence files and other books and records, keys to all leased premises, security codes, if any, and maintenance agreements (e.g., HVAC maintenance agreement) relating solely to the regulations issued pursuant thereto Property in connection with the payment of all state or local real Seller’s and/or its property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller;and/or asset manager’s possession. (x) All existing plans and specifications in Seller’s possession or control relating to the improvements located upon the Property; all licenses and certificates of occupancy or such other comparable certificates or documents issued by the appropriate governmental authorities with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller;Property or any part thereof. (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning A notice to all tenants of the Foreign Investment Property of the change of ownership of the Property and directing that rental and all other payments to be made by such tenants under their Leases shall thereafter be paid to Purchaser at an address to be designated by Purchaser in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiii) a broker’s lien affidavit in the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved]such notice.

Seller’s Deliveries. (a) [Reserved] (b) The Sellers shall deliver the following documents at the Closing: (i) a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing; (iii) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiii) a broker’s lien affidavit in the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]with respect to the Seller Loan, the Seller Loan Documents, duly executed by the relevant Seller; (d) [Reserved]; and (e) [Reserved].

Seller’s Deliveries. The following deliveries shall be made by Seller at Closing: (a) [Reserved]Seller shall execute, acknowledge, and deliver to Purchaser (or to a nominee designated by Purchaser no less than seven (7) calendar days prior to the Closing Date) a Massachusetts statutory form of Quitclaim Deed, substantially in the form attached hereto as Exhibit D, conveying to Purchaser title in fee simple to the Real Property, subject only to the Permitted Exceptions. (b) The Sellers Seller shall deliver to Purchaser two executed and acknowledged counterparts of an Assignment and Assumption of Leases, substantially in the following documents form annexed hereto as Exhibit E (the “Lease Assignment”), assigning to Purchaser Seller’s interest as landlord under the Leases. In addition, Seller shall deliver to Purchaser (i) the original signed Leases and all amendments thereto (or copies thereof if originals are not available), and (ii) any Tenant security deposits, including any interest earned thereon, required under the Leases. (c) Seller shall deliver to Purchaser two executed counterparts of a General Instrument of Transfer, substantially in the form annexed hereto as Exhibit F (the “General Instrument of Transfer “), assigning the matters described therein, including without limitation the Service Contracts and the Development Materials. (d) Seller shall make available to Purchaser at the Closing:Property originals (or copies thereof if originals are not available) of all documents and materials assigned pursuant to the General Instrument of Transfer which it may have in its possession, or in the possession of any agent or affiliate. (e) Seller shall deliver to Purchaser an affidavit sworn to by Seller, substantially in the form annexed hereto as Exhibit G, stating under penalties of perjury that Seller is not a foreign person as defined in Internal Revenue Code Section 1445 and stating Seller’s United States taxpayer identification number. (f) Seller shall deliver to Purchaser such evidence (which may take the form of a Secretary’s Certificate) as may be reasonably required by Purchaser or the Title Company evidencing the status and capacity of Seller and the authority of persons executing the various documents on behalf of Seller in connection with this Agreement. Seller shall also deliver to Purchaser a current certificate of good standing for the Purchaser issued by the appropriate governmental authority for the Commonwealth of Massachusetts. (g) Seller shall deliver such affidavits and other customary items as the Title Company may reasonably require with respect to mechanic’s liens, gap coverage and parties in possession. (h) Seller shall deliver evidence of payment in full of the commission due to the Named Broker as defined in Section 6 below or shall provide for payment of such commission at Closing by way of a debit to Seller on the Closing Statement and instruction to Escrow Agent to pay such amount. (i) a duly executed Secretary’s Certificate Seller shall deliver to Purchaser estoppel certificates (the “Tenant Estoppels”) from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder Verizon and the consummation of all of SAS Institute, Inc. (the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered “Required Estoppels”). The estoppel certificates submitted by such Seller to the Buyer at tenants for execution shall be substantially in the Closing; form of Exhibit H attached hereto (iii) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a the “DeedForm Tenant Estoppel Certificate”) ). The Tenant Estoppels executed by tenants shall be in substantially the form of Exhibit K attached heretothe Form Tenant Estoppel Certificate, duly except that a Tenant Estoppel executed by a tenant shall be deemed an acceptable Tenant Estoppel for purposes hereof either: (i) if it contains the relevant Seller, which deed, upon proper recording qualification by the Buyertenant of any statement as being to the best of its knowledge or as being subject to any similar qualification; or (ii) if it only contains the information the tenant is required to give pursuant to its lease. Notwithstanding the foregoing, a Tenant Estoppel executed by a tenant shall not be deemed acceptable, unless specifically approved by the Purchaser, if such Estoppel Certificate asserts an on-going default by the landlord under the Lease. Purchaser expressly agrees and acknowledges that (i) Seller can not and will not provide any specific financial information for the Tenants and (ii) Seller can not make any representations or warranties regarding any specific financial information for the Tenants set forth in the Tenant Estoppels. If any Tenant Estoppel contains statements confirming any of Seller’s representations or warranties, then Seller shall be sufficient deemed not to transfer and convey to the Buyer (have made such representations or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference warranties as to such Property; (iv) Lease. If any Tenant Estoppel contains statements or allegations that a default or potential default exists on the part of Seller under the lease in question or contain information inconsistent with any representations of Seller contained in this Agreement and Purchaser elects to close the purchase and sale transaction contemplated herein notwithstanding the existence of such statements, allegations or information, then such Tenant Estoppel shall be deemed acceptable for purposes of this Section, notwithstanding the existence of such allegations, statements or information and Seller shall have no liability whatsoever to Purchaser hereunder with respect to each Ground Leased the existence of such allegations, statements or information. If Seller does not provide to Purchaser the Required Estoppels on or before the Closing Date, then Purchaser may elect, by written notice to Seller given on the Closing Date, either: (i) not to purchase the Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially which event the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, Deposit shall be sufficient returned to transfer Purchaser, at which time this Agreement shall terminate and convey become null and void and neither party shall have any further rights or obligations under this Agreement, except for those which expressly survive termination of this Agreement; or (ii) elect to purchase the Buyer Property notwithstanding Seller’s failure to provide the Required Estoppels, in which event Purchaser shall be deemed to have waived the condition contained in this Section 4.7(i). If Purchaser proceeds to Closing, Purchaser shall be deemed to have elected item (ii) above. (j) To the extent that any security deposit is composed of a letter of credit: (i) Seller shall make commercially reasonable efforts to have the same assigned and transferred, at Seller’s expense (or a Designated Subsidiary) all of the relevant Sellerapplicable tenant’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”expense), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which Purchaser as of the Closing Date are located upon or attached to the Property; and (Cii) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect if not transferable as of the applicable Closing, Seller shall cooperate with Purchaser in all reasonable respects following the Closing so as to transfer the same to Purchaser or to obtain a replacement letter of all credit with respect thereto, in favor of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under Purchaser. Until any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession such letter of credit shall be transferred at a mutually agreed or replaced, Seller shall draw upon location; the same and deliver the proceeds to Purchaser promptly (Hin no event more than five (5) business days) following Purchaser’s written request (Purchaser shall not make such written request unless Purchaser believes, in good faith, that such request is in accordance with and when permitted under the applicable lease); provided that Purchaser shall defend, indemnify and hold harmless Seller from and against any and all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Propertyloss, an Assignment of Ground Leasescost, duly executed damage, liability or out-of-pocket expense incurred by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise Seller as a result of any such actions taken by Seller at Purchaser’s request. Seller shall defend, indemnify and hold harmless Purchaser from and against any and all loss, cost, damage, liability or out-of-pocket expense incurred by Purchaser only if Seller fails to take an affirmative action to draw upon a letter of credit that Purchaser has requested the consummation same to be drawn upon provided. (k) Seller shall deliver to Purchaser one original notice to each Tenant advising each Tenant of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning sale of the Foreign Investment in Real Property Tax Act and the assignment of 1980its Lease to Purchaser, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of annexed hereto as Exhibit Q attached hereto, duly executed by Seller; andJ. (xiiil) a broker’s lien affidavit Seller shall deliver to Purchaser one original notice to each service provider under the Service Contracts, advising each such service provider of the sale of the Property and the assignment of its Service Contract to Purchaser, substantially in the form of annexed hereto as Exhibit R attached hereto, duly executed by each applicable broker;K. (cm) [Reserved];Seller shall deliver a certified rent roll for the current month for the tenants listed on the Schedule of Leases annexed hereto as Exhibit B. (dn) [Reserved]; and Seller shall deliver to Purchaser two executed counterparts of the Closing Statement (eas hereinafter defined in Section 5) [Reserved](or the Closing Statement may be signed in facsimile counterparts on the Closing Date).

Seller’s Deliveries. (a) [Reserved] (b) The Sellers At the Closing, Seller shall deliver the following documents at the Closingto Purchaser: a. In a form reasonably satisfactory to Purchaser's and Seller's counsel, such bills of sale, certificates of title for vehicles, endorsements of transfer, conveyances, assignments and subleases and other documents and agreements as shall vest in Purchaser title to the Assets in accordance with the terms hereof; b. In a form reasonably satisfactory to Purchaser's and Seller's counsel, one or more duly executed general assignment and assumption agreements with respect to the Assigned Leases, Assigned Contracts and Assumed Liabilities which are included in the Assets (the "Assumption Agreement"); c. Certificates signed by a duly authorized officer of Seller, dated the Closing Date, confirming: (i) a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken truth and correctness in all necessary action to authorize the execution of all documents being delivered hereunder and the consummation material respects of all of the transactions contemplated hereby representations and that such authorization has not been revoked, modified or amended; warranties of Seller contained in this Agreement as of the Closing Date; (ii) an executed Incumbency Certificate from each that all agreements and covenants of Seller required to have been performed or complied with have been performed or complied with in all material respects; and (or iii) that all necessary approval by Seller has been taken to authorize the general partner or managing member of such Seller, where appropriate) certifying the authority consummation of the officers of such Seller transactions contemplated by the Agreement; d. Resolutions, certified by Seller's secretary, evidencing Seller's authority to (or the general partner or managing member of such Seller, where appropriatei) to execute and deliver this Agreement and the other documents delivered by such Seller to Purchase Documents, and (ii) consummate the Buyer at the Closingtransactions contemplated herein and therein; (iii) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form e. An incumbency certificate of Exhibit K attached hereto, duly executed by the relevant Seller, which deedcertified by Seller's secretary, upon proper recording by certifying the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all accuracy of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all specimen signature of the relevant Seller’s rights in authorized representative of such entity executing this Agreement and the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Purchase Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and f. Such other documents or instruments as the Buyer or Escrow Agent may Purchaser shall reasonably require in order request to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the further evidence consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiii) a broker’s lien affidavit in the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved].

Seller’s Deliveries. (a) [Reserved]At least one business day prior to the Closing, Seller shall deliver to Title Company the original Deed in the form attached hereto as Exhibit B (“Deed”). (b) The Sellers At least one business day prior to the Closing, Seller shall deliver to Shartsis, in escrow, two duly executed counterpart originals of an assignment of Seller’s interest the following documents at Intangibles in the form attached hereto as Exhibit C (the “Assignment of Intangibles”). (c) On or before the Closing:, Seller shall deliver to Shartsis, in escrow, a Xxxx of Sale for the Personal Property in the form attached hereto as Exhibit D. (d) In the event that any representation or warranty of Seller needs to be modified due to changes since the Effective Date, at least one business day prior to the Closing, Seller shall deliver to Shartsis, in escrow, a certificate, dated as of the date of Closing and executed on behalf of Seller by a duly authorized officer thereof, 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 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 Agreement 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 4.6(b) hereof and if the Closing does not occur, the Deposit shall be returned to Purchaser. Notwithstanding the foregoing; 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. (e) At least one business day prior to the Closing, Seller shall deliver to Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller. (f) At least one business day prior to the Closing, Seller shall deliver to Title Company (i) a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying certificate stating that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing; (iii) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within as defined in the meaning of the Federal Foreign Investment in Real Property Tax Act of 19801980 and (ii) a State of California Form 590 (collectively, the “Non-Foreign Affidavits”). (g) Upon the Closing, Seller shall deliver to Purchaser outside of Escrow the Intangibles. (h) At least one business day prior to the Closing, Seller shall deliver to Title Company a full release and reconveyance of all monetary encumbrances affecting the Property which are not to be paid out of the proceeds of the Closing (other than the lien of current, non-delinquent real property taxes and assessments) and the release of any mechanics’ liens, and such affidavits as amendedmay be customarily and reasonably required by the Title Company. (i) Upon the Closing, Seller shall deliver to Purchaser possession and occupancy of the Property. (j) On or before the Closing, Seller shall deliver to Shartsis, in substantially the form of Exhibit P attached hereto; (xii) escrow and/or Title Company as applicable, a title affidavit in the form of Exhibit Q attached hereto, closing statement reasonably acceptable to Seller and Purchaser duly executed by Seller; and. Purchaser and Seller shall cooperate in good faith with Title Company to prepare the final closing statement. (xiiik) a broker’s lien affidavit On or before the Closing, Seller shall deliver to Shartsis, in escrow, and/or Title Company, as applicable, such additional documents as shall be reasonably required to consummate the form of Exhibit R attached hereto, duly executed transaction contemplated by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved]this Agreement.

Seller’s Deliveries. Subject to fulfillment or waiver of the conditions set forth in ARTICLE X, at Closing Sellers shall deliver to Buyer all the following: (a) [Reserved]a copy of the Certificate of Incorporation of Parent and Mid-Atlantic each certified as of a recent date by the Secretary of State of the State of Delaware; (b) The Sellers shall deliver a copy of the following documents at Certificate of Incorporation of Beacon certified as of a recent date by the Closing:Secretary of State of the State of Illinois; (c) a certificate of good standing of each of Parent and Mid-Atlantic issued as of a recent date by the Secretary of State of the State of Delaware; (d) a certificate of good standing of Beacon issued as of a recent date by the Secretary of State of the State of Illinois; (e) a certificate of the secretary or an assistant secretary of each Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) no amendments to the Certificate of Incorporation of such Seller since a duly executed Secretary’s Certificate from each Seller specified date; (or ii) the general partner or managing member by-laws of such Seller; (iii) the resolutions of the Board of Directors of each Seller and of the sole stockholder of each Subsidiary authorizing the execution, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution delivery and performance of all documents being delivered hereunder this Agreement and the consummation of all of Seller Ancillary Agreements and the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; thereby; and (iiiv) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority incumbency and signatures of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute executing this Agreement and the other documents delivered by such any Seller to the Buyer at the ClosingAncillary Agreement; (iiif) an opinion of counsel to Sellers substantially in the form contained in Exhibit F; (g) the Instrument of Assignment duly executed by Sellers; (h) certificates of title or origin (or like documents) with respect to each Property that any vehicles or other equipment included in the Purchased Assets for which a certificate of title or origin is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) required in substantially the form of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient order to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Propertytitle; (ivi) all consents, waivers or approvals obtained by Sellers with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (Purchased Assets or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement; (j) the Indemnity Escrow Agreement duly executed by Sellers; (k) the certificates of each Seller contemplated by SECTIONS 9.1 and 9.2, in each case, as prepared and duly executed by the relevant President or any Vice President of such Seller; (xl) an assignment, in recordable form, with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning each of the Foreign Investment leases of real estate described in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiii) a broker’s lien affidavit in the form of Exhibit R attached heretoSCHEDULE 5.11, duly executed by each applicable brokerSeller and in form and substance reasonably satisfactory to Buyer; (cm) [Reserved]assignments, in recordable form, with respect to each of the registered Copyrights, issued Patent Rights, registered Trademarks and pending applications for the registration or issuance of any Copyrights, Patent Rights and Trademarks included in the Purchased Assets, duly executed by each Seller and in form and substance reasonably satisfactory to Buyer; (dn) [Reserved]the Major Stockholders Releases, duly executed by each of the Major Stockholders that is a signatory thereto; and (eo) [Reserved]such other bills of sale, assignments and other instruments of transfer or conveyance as Buyer may reasonably request or as may be otherwise necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets to Buyer. In addition to the above deliveries, each Seller shall take all steps and actions as Buyer may reasonably request or as may otherwise be necessary to put Buyer in actual possession or control of the Purchased Assets.

Seller’s Deliveries. Seller shall deliver to Buyer physical possession of all tangible Purchased Assets, and shall execute (where applicable in recordable form) and/or deliver or cause to be executed and/or delivered to Buyer all of the following. (a) [Reserved]such documents or instruments as are necessary, useful or desirable in order for Seller to transfer the rights of ownership in and to the Purchased Assets to Buyer; (b) The Sellers shall deliver an Assignment and Assumption of Obligations Agreement in substantially the following documents at form attached as Exhibit D hereto, covering those liabilities of Seller assumed by Buyer pursuant to Article II hereof; (c) releases and discharges of all liens and hypothecs and other Encumbrances and security interests held by any third party of Seller in any of the ClosingPurchased Assets, including, without limitation, UCC-3 termination statements; (d) all necessary consents for the assignment of contracts, leases, purchase orders, sales orders and Permits which are to be assigned to Buyer or alternate arrangements with respect thereto, all as reasonably acceptable to Buyer; (e) a certificate executed on behalf of Seller by its President to the effect that, as of the Closing Date: (i) a duly executed Secretary’s Certificate from each all representations and warranties made by Seller (or the general partner or managing member of such Sellerunder this Agreement are true, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder correct and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended;complete; and (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member all covenants, obligations and conditions of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered to be performed or complied with by Seller on or before such Seller to the Buyer at the Closingdate have been so performed; (iiif) with respect to Seller Non-competition Agreement executed by Seller; (g) Shareholder Non-competition Agreement executed by each Property that is not a Ground Leased Property, a special/limited warranty deed of the Shareholders; (a “Deed”h) Employee Proprietary Information Agreements and Employee Notices in substantially the form of forms attached hereto as Exhibit K attached heretoE and Exhibit F, duly respectively, executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all each of the relevant Seller’s rights employees listed in the Property subject only to the Permitted Exceptions with reference to such PropertySchedule 7.3(h); (ivi) with respect an opinion of Xxxxxxx Xxxxxxxxx Professional Corporation, counsel to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all dated as of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant SellerClosing Date, in substantially the form of attached hereto as Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the PropertyG; (Cj) an Assignment of Contracts, duly executed the delivery by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable immediately following Closing, of all a DVD containing the Purchased Assets deliverable pursuant thereto to the offices of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided Buyer set forth in Section 10.2(a) hereof10.1 of this Agreement; and (Ik) for each Ground Leased Property, an Assignment of Ground Leases, duly executed without limitation by the relevant Seller; (vi) specific enumeration of the Closing Statementforegoing, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and all other documents as the Buyer reasonably required from Seller or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns Shareholders which are required by law and necessary to consummate the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions transaction contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiii) a broker’s lien affidavit in the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved]hereby.

Seller’s Deliveries. At Closing, the Seller shall deliver to Purchaser all of the following instruments, each of which shall have been duly executed and, where applicable, acknowledged on behalf of the Seller and shall be dated as of the date of Closing: (a) [Reserved]The certificate required by Section 5.2. (b) The Sellers shall deliver Deed. (c) The Bill xx Sale [Inventory]. (d) The Bill xx Sale [Personal Property]. (e) Certificate(s)/Registration of Title for any vehicle owned by the following Seller and used in connection with the Property. (f) Such agreements, affidavits or other documents at as may be required by the Closing:Title Company to issue the Owner's Title Policy with affirmative coverage over mechanics' and materialmen's liens. (g) The FIRPTA Certificate. (h) True, correct and complete copies of all warranties, if any, of manufacturers, suppliers and installers possessed by the Seller and relating to the Improvements and the Personal Property, or any part thereof. (i) a duly executed Secretary’s Certificate from each Seller Certified copies of the Seller's Organizational Documents. (or j) Appropriate resolutions of the general partner or managing member of such Seller, where appropriatetogether with all other necessary approvals and consents of the Seller, authorizing (A) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all on behalf of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents to be executed and delivered by the Seller prior to, at or otherwise in connection with Closing, and (B) the performance by the Seller of its obligations hereunder and under such Seller documents. (k) If the Purchaser is assuming the Seller's obligations under any or all of the Operating Agreements, the originals or certified true and correct copies of such agreements, duly assigned to the Buyer at Purchaser and with such assignment acknowledged and approved by the Closing;other parties to such Operating Agreements. (iiil) with respect The written consent of the Licensor to each the transfer of the license, if applicable, and if so required. (m) A valid, final and unconditional certificate of occupancy for the Real Property that is not a Ground Leased Propertyand Improvements, a special/limited warranty deed issued by the appropriate governmental authority. (a “Deed”n) in substantially the form of Exhibit K attached hereto, duly A written instrument executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) extent the Seller has the right and authority to do so, conveying and transferring to the Purchaser all of the relevant Seller’s rights 's right, title and interest in any telephone numbers and facsimile numbers relating to the Property, and, if the Seller maintains a post office box, conveying to the Purchaser all of its interest in and to such post office box and the number associated therewith, so as to assure a continuity in operation and communication. (o) All current real estate and personal property tax bills in the Property subject only Seller's possession or under its control. (p) An affidavit from the chief executive officer of the Seller setting forth the date through which all employees have been paid and setting forth and describing, in detail, as to each employee, all accrued but unpaid vacation pay and other fringe benefits. (q) A complete set of all guest registration cards, guest transcripts, guest histories, and all other available guest information. Such information as set out in this Section 6.2(q) shall be deemed delivered at Closing if provided to the Permitted Exceptions with reference to such Purchaser at the Property;. (ivr) An updated schedule of employees, showing salaries and duties with respect a statement of the length of service of each such employee, brought current to a date not more than 48 hours prior to the Closing. (s) A complete list of all advance room reservations, functions and the like, in reasonable detail so as to enable the Purchaser to honor the Seller's commitments in that regard. (t) A list of the Seller's outstanding accounts receivable as of midnight on the date prior to the Closing, specifying the name of each Ground Leased account and the amount due the Seller. (u) Written notice executed by Seller notifying all interested parties, including all tenants under any leases of the Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially that the form of Exhibit L attached heretoProperty has been conveyed to the Purchaser and directing that all payments, duly executed inquiries and the like be forwarded to the Purchaser at the address to be provided by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property;Purchaser. (v) with respect All keys for the Property, which shall be deemed delivered at Closing if provided to each Purchaser at the Property:. (Aw) an Assignment All books, records, operating reports, appraisal reports, files and other materials in the Seller's possession or control which are necessary in the Purchasers discretion to maintain continuity of Leasesoperation of the Property, duly executed by which shall be deemed delivered at Closing if provided to Purchaser, in whole or in part, at the relevant SellerProperty, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by remainder at the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller;. (x) To the extent permitted under applicable law, documents of transfer necessary to transfer to the Purchaser the Seller's employment rating for workmens' compensation and state unemployment tax purposes. (y) An assignment of all warranties and guarantees from all contractors and subcontractors, manufacturers, and suppliers in effect with respect to the Properties located in North CarolinaImprovements, a form 1099to the extent the same can be assigned. (z) Complete set of "as-NRS built" drawings for the Improvements. (Non-Resident Seller)aa) Such agreements, executed affidavits or other documents as may be required by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment Title Company in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit order to issue affirmative mechanics lien coverage in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiii) a broker’s lien affidavit in Owner's Title Policy for the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved]Property.

Seller’s Deliveries. Prior to the execution of this Agreement, Seller has, to Seller’s knowledge, delivered or made available (a) [Reserved] (b) The Sellers or shall deliver or make available) to Purchaser in the following El Segundo, California office of First Industrial Realty Trust, Inc., a Maryland corporation and an affiliate of Seller (“FR”), all of the documents at and agreements described on Exhibit C attached hereto and made a part hereof that are in Seller’s possession or reasonable control (the Closing: “Documents”), except for the Documents described in item (c) and item (g) on Exhibit C which have been delivered or made available to Purchaser only to the extent such Documents are in Seller’s actual possession. Seller shall continue to make available to Purchaser or its agents for inspection in the El Segundo, California office of FR, all, to Seller’s knowledge, of the Documents in Seller’s possession or reasonable control, except for the Documents described in item (c) and item (g) on Exhibit C which shall only be made available to Purchaser to the extent such Documents are in Seller’s actual possession. The Documents that are or shall be furnished or made available to Purchaser pursuant to this Section 5 are being furnished or made available to Purchaser for information purposes only and without any representation or warranty by Seller with respect thereto, express or implied, except as may otherwise be expressly set forth in this Section 5 or Section 8.1 below, in either case as limited by Sections 8.2 and 8.3 below. Seller hereby represents and warrants to Purchaser that, to Seller’s knowledge, Seller has not failed to deliver or make available true and complete copies of any Documents in Seller’s possession or reasonable control (except for the Documents described in item (c) and item (g) on Exhibit C which have been delivered or made available to Purchaser only to the extent such Documents are in Seller’s actual possession) which contain information that would have a material adverse impact on (i) a duly executed SecretaryPurchaser’s Certificate from each Seller (ability to use and operate the Property as it is currently being used and operated or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority value of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing; (iii) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiii) a broker’s lien affidavit in the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved].

Seller’s Deliveries. Seller has delivered, to Buyer copies of those items listed on Schedule “1.0,” attached hereto and incorporated herein by reference (a) [Reserved] (b) The Sellers collectively, the “Seller’s Deliveries”). Seller will promptly deliver to Buyer supplements and/or updates of Seller’s Deliveries to the extent such items are received by Seller prior to Closing. During the Investigation Period, Buyer shall deliver have the following documents at right to conduct and complete an investigation of all matters pertaining to Seller’s Deliveries and all other matters pertaining to the Closing: (i) a duly executed SecretaryProperty and Buyer’s Certificate from each acquisition thereof. In this regard, Buyer shall have the right to contact the Tenants, governmental agencies and officials and other parties and make reasonable inquiries concerning Seller’s Deliveries and any and all other matters pertaining to the Property, provided Buyer shall notify Seller (or the general partner or managing member in advance of such contacts and allow Buyer to participate in any and all such conversations. Seller agrees to reasonably cooperate with Buyer in connection with its investigation of Seller’s Deliveries and all other matters pertaining to the Property. Buyer shall keep the Seller’s Deliveries confidential until Closing, where appropriate) certifying provided that Buyer shall be entitled to disclose to Buyer’s agents, employees, consultants, attorneys, accountants, lenders, capital providers and any applicable governmental agencies such Seller has taken all information from Seller’s Deliveries as Buyer deems reasonably necessary action to authorize the execution of all documents being delivered hereunder evaluate, consummate and the consummation of all of enforce the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member in this Agreement. Upon any termination of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing; (iii) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by Buyer shall promptly return the relevant Seller Deliveries to Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiii) a broker’s lien affidavit in the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved].

Seller’s Deliveries. At the Closing, Seller shall deliver (or cause to be delivered) to the Escrow Agent all of the following instruments, each of which shall have been duly executed and, where applicable, acknowledged and/or sworn, on behalf of Seller, and shall be dated to be effective as of the Closing Date: (a) [Reserved]The Deed. (b) The Sellers Xxxx of Sale and General Assignment. (c) The Assignment and Assumption Agreement. (d) Certificate(s)/Registration of Title for any vehicle owned by Seller and used in connection with the Property (if any). (e) The FIRPTA Certificate. (f) The Loan Assumption Documents required to be executed by Seller. (g) An owner’s title affidavit (to the extent required by the Title Company), each duly executed and acknowledged by Seller. (h) Such evidence, documents, affidavits and indemnifications as may be reasonably required by the Title Company and relating to: (i) the authority of the persons executing the instruments delivered at Closing on behalf of Seller have the authority to bind Seller to perform its obligations set forth therein, (ii) mechanics’ or materialmens’ liens, (iii) parties in possession, or (iv) any other matters reasonably required to enable the Title Company to issue the Title Policy and endorsements thereto, in form and content satisfactory to Purchaser and the Title Company. Any other document or instrument specifically required by this Agreement. Seller shall also cause the Manager to deliver the following documents to Purchaser or make available to Purchaser at the ClosingProperty: (i) a duly executed Secretaryall original Warranties, Guarantees, and Hotel Agreements to be assigned to and assumed by Purchaser and in Seller’s Certificate from each Seller (or the general partner or managing member Manager’s possession, (j) information as to all Advance Bookings, in reasonable detail so as to enable Purchaser to honor Seller’s commitments in that regard, (k) information as to outstanding Accounts Receivable as of such Sellermidnight on the date prior to the Closing, where appropriate) certifying that such Seller has taken all necessary action to authorize including the execution name of all documents being delivered hereunder each account and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended;amount due, (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing; (iii) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiaryl) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (iv) with respect to each Ground Leased Propertykeys, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached heretopasswords, duly executed by the relevant Selleraccess cards, which Improvement Deedcombinations, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses codes and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices similar entry or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) control devices with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiii) a broker’s lien affidavit in the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved]Property.

Seller’s Deliveries. On or before the Closing Date, Seller shall deliver to Buyer, duly executed and acknowledged where required: (a) [Reserved] (b) The Sellers shall deliver A xxxx of sale for the following documents at the Closing: (i) a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing; (iii) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) Purchased Assets in substantially the form of Exhibit K attached heretoI hereto (the "Xxxx of Sale"), duly executed by pursuant to which the relevant Seller, which deed, upon proper recording by Purchased Assets (other than the Buyer, assumed Leases) shall be sufficient transferred to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such PropertyBuyer; (ivb) An assignment and assumption agreement with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) the Assumed Liabilities in substantially the form of Exhibit L attached hereto, duly executed by II hereto (the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer "Assignment and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased PropertyAssumption Agreement"); (vc) Leases, assignment and assumption agreements with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, Leases in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached III hereto (an “Assignment of Asset-Related Property”the "Lease Assignments"); (Ed) an Association AssignmentSubject to the provisions of Section 5.10, duly executed by such consents of landlords under the relevant Seller, together with evidence Leases as shall be required pursuant to the terms of such Leases for the assignment of the resignation, with effect as Leases to Buyer and (to the extent practicable) to the release of Seller from liability thereunder (the "Landlord Consents") and any required consents of the applicable Closing, landlords to the execution of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documentsthe Lease Agreements; (Fe) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit An Officer's Certificate as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of set forth on Exhibit O attached VI hereto; (ixf) all transfer tax returns which are required by law A Secretary's Certificate to the effect that the Board of Directors and the regulations issued pursuant thereto in connection with the payment shareholders of all state or local real property transfer taxes that are payable or arise as a result of the consummation of Seller have approved the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant SellerAgreement without contingency or condition; (xg) An opinion of counsel of Seller (which opinion shall not be from in-house counsel), dated the Closing Date, in form and substance reasonably satisfactory to Buyer to the effect that: (i) Seller is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation or incorporation, with full corporate power and authority to enter into and perform its obligations under this Agreement;(ii) this Agreement and the other closing documents delivered and executed by any of the Sellers have been duly and validly authorized, executed and delivered by Seller and (assuming due authorization, execution and delivery by Buyer) are legal, valid and binding obligations of Seller to the extent it is a party thereto, enforceable against Seller in accordance with their respective terms, except as enforcement may be limited by receivership, conservatorship, and supervisory powers of bank regulatory agencies generally as well as bankruptcy, insolvency, reorganization, moratorium or other laws of general applicability relating to or affecting creditor's rights, or the limiting effect of rules of law governing specific performance, equitable relief and other equitable remedies or the waiver of rights or remedies; (h) An opinion of counsel of Seller, dated the Closing date, relating to certain tax matters, substantially in the form attached as Exhibit VII; (i) The resignation of Seller as trustee or custodian, as applicable, with respect to each XXX, Xxxxx Plan or Employee Pension Plan Deposit account included in the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by Deposits and the relevant Sellerdesignation of Buyer as successor trustee or custodian with respect thereto; (xij) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached heretoThe FIRPTA Affidavits; (xiik) a title affidavit in the form Physical possession of Exhibit Q attached hereto, duly executed by Seller; and (xiii) a broker’s lien affidavit in the form all Purchased Assets as are capable of Exhibit R attached hereto, duly executed by each applicable brokerphysical delivery; (cl) [Reserved]Possession of all Loan files and collateral in the custody of Seller relating to the Loans; (d) [Reserved]; and (e) [Reserved].

Seller’s Deliveries. At Closing, Seller shall deliver, or cause to be delivered to Purchaser (which shall mean, for purposes of this Section any permitted assignee of Purchaser to which Purchaser has assigned this Agreement prior to Closing), the following, each of which shall be in form and substance acceptable to Purchaser and, in the case of documents of transfer or conveyance, shall be accepted or consented to by all parties required to make such transfer or conveyance effective, each executed by Seller except as otherwise specified below: (a) [Reserved] (b) The Sellers shall deliver the following documents at the Closing: (i) a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing; (iii) with respect to each Property that is not a Ground Leased Property, a special/limited recordable statutory warranty deed (a “Deed”) in substantially the form of which is attached as Exhibit K attached heretoD from Seller to Purchaser, duly executed by the relevant Selleror its assignee, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property(the “Deed”); (ivb) a Xxxx of Sale substantially in the form attached hereto as Exhibit E transferring to Purchaser all of Seller’s right, title and interest in and to each and every item of Fixtures and Tangible Personal Property, Documents, and Consumables to be transferred hereunder (the “Xxxx of Sale”); (c) an Assignment and Assumption Agreement in the form attached hereto as Exhibit F conveying and transferring to Purchaser all of Seller’s right, title and interest in, to and under all of the Bookings, the Hotel Contracts disclosed on Schedule 5.01(d), the Space Leases disclosed on Schedule 5.01(e)(including any guarantees under the Space Leases), Permits (other than Excluded Permits) and all other Miscellaneous Hotel Assets with (i) the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, suits, proceedings, costs and expenses (including, but not limited to, reasonable attorney’s fees) arising in connection with the foregoing and relating to the period of time prior to the Closing and (ii) the corresponding agreement of Purchaser to indemnify Seller for claims arising in connection with the foregoing and relating to the period of time after the Closing other than with respect to each Ground Leased Property, an improvements only deed any claims for any Retained Liabilities (the “Assignment and Assumption Agreement”); (d) a FIRPTA Certificate in the form attached hereto as Exhibit G; (e) notices to Space Lessees and third parties to Hotel Contracts of the change in ownership of the Hotel and such estoppels and subordination agreements required by Applicable Law Purchaser in connection with the Closing; (an “Improvement Deed”f) the Closing Statement; (g) Certificate of Titles, transferring title to all automobiles, trucks or other titled vehicles included as Fixtures and Tangible Personal Property in substantially the form of Exhibit L attached hereto, duly executed accordance with applicable Legal Requirements; (h) If required by the relevant SellerTitle Company, which Improvement Deedsuch documents, upon proper recording if any, as may be reasonably required by the BuyerTitle Company, shall be sufficient on forms customarily used by the Title Company in order to transfer and convey to issue the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property Title Policy subject only to the Permitted Exceptions in accordance with reference to such Ground Leased Propertythe requirements for the New York Style Closing as described in Section 6.02 (including without limitation a so called “Gap Indemnity” as may be reasonably required by the Title Company, on forms customarily used buy the Title Company); (vi) with respect Evidence of the existence, organization and authority of Seller and of the authority of the persons executing documents on behalf of the Seller reasonably satisfactory to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original LeasesTitle Company and Purchaser; (Bj) payoff letters from the holders of any secured obligations of Seller together with cancellations or terminations of any and all deeds of trust, mortgages, or other security instruments creating or evidencing a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, monetary lien or security interest in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (Ck) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property a Guaranty in the form of Exhibit N attached hereto as Exhibit H executed by Guarantor (an the “Assignment of Asset-Related PropertyGuaranty”); (El) an Association Assignment, duly documents executed by Manager and Licensor confirming that the relevant Seller, together with evidence of the resignation, with effect existing Hotel management agreement and existing Hotel franchise agreement will terminate effective as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (Fm) the Tenant Notices and Ground Lessor Notices, duly Franchise Agreement executed by the relevant SellerLicensor; (Gn) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon locationAffiliation Agreement executed by Licensor; (Ho) all security deposits and letters of credit as provided in Section 10.2(a) hereofthe Seller’s Closing Certificate; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (viip) such other assignments, instruments of transfer, and other documents additional deliveries as the Buyer may be required by this Agreement or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of any Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiii) a broker’s lien affidavit in the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved].

Seller’s Deliveries. (a) [Reserved] (b) The Sellers shall deliver Buyer acknowledges that prior to the following documents at the Closing: Effective Date Seller: (i) a duly executed Secretary’s Certificate from each Seller (delivered or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action caused to authorize the execution of all documents being be delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; to Buyer; and/or (ii) made available to Buyer for Buyer's review on the electronic “war room” created for the Property, copies of: (A) the Ground Lease; (B) all Loan Documents, and (C) those documents, agreements and other information relating to the Property in Seller's actual possession or control, as listed on Schedule “1.0,” attached hereto and incorporated herein by reference (collectively, the “Seller's Deliveries”). Notwithstanding the foregoing, in no event shall the term “Seller's Deliveries” include any appraisals of the Property, any financial records or similar information concerning the Property (other than the Tenant Lease Financials (as defined in the Leasehold Interest Purchase Agreement)), any tax returns of Seller, or any other confidential or proprietary information concerning the Property, except as otherwise expressly provided herein (collectively, the “Confidential Information”). Buyer shall have the right to continue to conduct and complete an executed Incumbency Certificate from each investigation of all matters pertaining to Seller's Deliveries and all other matters pertaining to the Property and Buyer's acquisition thereof, subject to the limitations set forth in Section 4.1(d) hereof; provided, however, that under no circumstance shall Buyer be afforded any additional rights under this Agreement, the Transaction Documents or otherwise as a result of such continuing investigation. Seller shall endeavor to deliver to Buyer or make available to Buyer on the electronic “war room” created for the Property copies of other items reasonably requested by Buyer after the Effective Date to the extent the same are in Seller's possession or control (but specifically excluding any Confidential Information); provided, however, that in no event shall Seller be deemed to be in default of its obligations under this Section 4.1(a) for failing to provide any such additional items requested by Buyer. All of Seller's Deliveries shall be in a form normally maintained by Seller as part of its ownership and operation of the Property. Seller shall have no obligation to place Seller's Deliveries into a separate or different format. Buyer acknowledges that to the extent reports included in Seller's Deliveries have been prepared or provided by persons or entities other than Seller (collectively, the “Third Party Reports”), including (to the extent included within Seller's Deliveries) surveys, title reports, property condition reports, soil studies, building plans, site plans, environmental assessments, traffic studies, tenant sales and financial reports (if any), and materials provided by Tenants or prior owners, they may contain information that is outdated, incomplete, or inaccurate. The fact that a certain type of report is included in the general partner or managing member above list of examples does not, however, mean that such type of report is necessarily included within Seller's Deliveries. Buyer acknowledges and agrees that, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute except as may be expressly set forth in this Agreement and the other documents delivered by such Transaction Documents, Seller makes no representation or warranty as to the accuracy or completeness of the information contained in Seller's Deliveries or as to the information contained in any of the Third Party Reports. Buyer at further acknowledges and agrees that Seller's Deliveries constitute only one source of information for Buyer to review as part of its inspection and investigation of the Closing; (iii) Property, and except with respect to each Property that is not a Ground Leased PropertySeller's representations and warranties regarding Seller's Deliveries set forth in this Agreement and the Transaction Documents, a special/limited warranty deed (a “Deed”) in substantially if any, Buyer expressly releases and waives any claim against Seller for the form contents of Exhibit K attached heretoSeller's Deliveries. Finally, duly executed by the relevant SellerBuyer acknowledges that, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached Effective Date, it was provided with a sufficient opportunity to conduct and complete an investigation and inspection of all matters pertaining to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiii) a broker’s lien affidavit in the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved].

Seller’s Deliveries. Subject to the fulfillment or waiver of the conditions set forth in Section 4.1, Sellers shall execute or deliver to Purchaser all of the following: (a) [Reserved]certificates representing all outstanding Equity Interests, duly endorsed in blank or with duly executed stock powers attached or, to the extent that any such Equity Interests are not certificated, assignments of such Equity Interests from Sellers to Purchaser in a form reasonably satisfactory to Purchaser and Purchaser’s counsel; (b) The Sellers shall deliver the following documents at the Closing: (i) a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing; (iii) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached hereto, closing certificate duly executed by the relevant each Seller, pursuant to which deed, upon proper recording by the Buyer, shall be sufficient each Seller represents and warrants to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Purchaser that such Seller’s rights representations and warranties to Purchaser are true and correct in the Property subject only to the Permitted Exceptions with reference to such Property; (iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which material respects as of the Closing Date are located upon as if then originally made (or attached if any such representation or warranty is untrue in any material respect, specifying the respect in which the same is untrue), and that all covenants required by the terms hereof to be performed by Sellers on or before the Closing Date, to the Property; extent not waived by Purchaser in writing, have been so performed in all material respects (C) an Assignment or if any such covenant has not been so performed, indicating that such covenant has not been performed), and, in the case of Contractsany corporate Seller, duly executed by the relevant Seller; (D) an assignment that execution of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, documents has been duly executed authorized by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiii) a broker’s lien affidavit in the form of Exhibit R attached hereto, duly executed by each applicable brokernecessary corporate action; (c) [Reserved]the written resignations of each Seller as an officer, director, member, employee, or any other representative position with the Companies effective as of the Closing Date; (d) physical possession of all records, tangible assets, licenses, policies, contracts, plans, [Reserved]eases or other instruments owned by, used in the business or operations of, or pertaining to any Company, which are in the possession of any Seller; (e) any minute books and stock records of the Companies which are in the possession of any Seller; (f) a certification duly executed by each Seller that such Seller is not a foreign person, in the form provided in Treasury Regulation § I.1445-2(b)(2)(iii)A; (g) all written consents, authorizations or amendments to the constituent documents of the Companies necessary or desirable to allow or accommodate the Acquisition, including, if appropriate the redemption of all or a portion of the Equity Interests; (h) the Mutual Release Agreement; and (ei) [Reserved]without limitation by the specific enumeration of the foregoing, all other documents reasonably required from Sellers to consummate the transaction contemplated hereby.

Seller’s Deliveries. At the Closing, Seller shall deliver or cause to be delivered to Buyer: (a) [Reserved]all of the Acquired Assets, together with one or more duly executed bills of sale, warranty deeds, endorsed certificates of title and other evidence of transfer and instruments of conveyance appropriate for the applicable Acquired Assets, each as reasonably requested by Buyer and otherwise in form and substance customary for transactions of this nature and reasonably acceptable to Buyer and Seller; (b) The Sellers shall deliver the following documents at the Closing: (i) a one or more duly executed Secretary’s Certificate from each assignment agreements for the Assigned Contracts, in form and substance customary for transactions of this nature and reasonably acceptable to Buyer and Seller (or the general partner or managing member of such Sellereach, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing; (iii) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related PropertyAgreement”); (Ec) an Association Assignment, one or more duly executed by assignment agreements for the relevant SellerAssigned FF&E Leases, together with evidence in form and substance customary for transactions of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships this nature and reasonably acceptable to Buyer and Seller (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Propertyeach, an “Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident SellerLease”), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiii) a broker’s lien affidavit in the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and one or more duly executed assignments of (ei) [Reserved].the trademark and patent registrations and applications included in the Acquired Intellectual Property registered in the name of Seller, in a form suitable for recording in the U.S. Patent and Trademark Office (and equivalent offices in jurisdictions outside the United States), (ii) the Internet domain name registrations and applications included in the Acquired Intellectual Property registered in the name of Seller, in a form suitable for filing with all applicable domain name registries (and Seller shall have completed any and all online procedures with all applicable domain name registries and provided Buyer with all login and account information to allow Buyer to take over ownership and management of such Internet domain name registrations and applications), (iii) the social media accounts included in the Acquired Intellectual Property (and Seller shall have completed any and all online procedures with all applicable social media outlets and provided Buyer with all login and account information to allow Buyer to take over ownership and management of such social media accounts), and (iv) general assignments of all other Acquired Intellectual Property, in each case in form and substance customary for transactions of this nature and reasonably acceptable to Buyer and Seller (each, an “Acquired Intellectual Property Assignment”);

Seller’s Deliveries. Subject to the fulfillment or written waiver of the conditions set forth in Section 5.2, Seller shall execute and/or deliver to Purchaser all of he following: (a) [Reserved]Counterpart of this Agreement duly executed by Seller; (b) The Sellers shall deliver the following documents at the Closing: (i) a Counterpart of an Escrow Agreement by and between Purchaser, Seller and Escrow Agent duly executed Secretary’s Certificate from each by Seller (or in the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amendedform attached hereto as Exhibit A; (iic) an Counterpart of a Registration Rights Agreement by and between Purchaser and Seller duly executed Incumbency Certificate from each by Seller (or in the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closingform attached hereto as Exhibit B; (iiid) with respect to each Property that is not Counterpart of a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached hereto, Conversion and Supply Agreement by and between Purchaser and Seller duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights Seller in the Property subject only to the Permitted Exceptions with reference to such Propertyform attached hereto as Exhibit C; (ive) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially Bill of Sale for the form of Exhibit L attached hereto, Transferred Assets duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights Seller in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Propertyform attached hereto as Exhibit D; (vf) with respect to each Property: (A) an A Proprietary Rights Assignment of Leases, duly executed by Seller in the relevant Seller, together with the original Leasesform attached hereto as Exhibit E; (Bg) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to Any and all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees consents and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require approval required in order for Seller to transfer the Transferred Assets to Purchaser and to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement. (h) Any other instruments that Purchaser may reasonably deem necessary or desirable to effect or evidence the transactions contemplated hereby, including, but not limited to, the following: (i) Certificate of Good Standing in each case, as prepared and duly executed by the relevant Seller's jurisdiction of organization; (xii) with respect Certificates as to the Properties located in North Carolina, a form 1099-NRS (Non-Resident incumbency of Seller), executed by the relevant Seller's officers; (xiiii) Certificate of an affidavit that officer of Seller as to the relevant Seller is not a “foreign person” within the meaning representations and warranties of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiiiiv) a broker’s lien affidavit in Shareholder and board resolutions approving this Agreement and the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved]transactions contemplated herein.

Seller’s Deliveries. At the Closing, Seller and the Principal Shareholders shall deliver to Buyer all of the following: (a) [Reserved]A Bxxx of Sale substantially in the form attached hereto as Exhibit “D” duly executed by Seller; (b) An Employment Agreement between Buyer and Jxx Xxxx in the form attached hereto as Exhibit A-1, duly executed by Buyer; (c) A Consulting Agreement between Buyer and Jxxxx Xxxx in the form attached hereto as Exhibit A-2, duly executed by Buyer; (d) Payoff letters and form of encumbrance releases in a form reasonably acceptable to Buyer with respect to all Indebtedness of Seller for borrowed money; (e) The Sellers Assignment and Assumption Agreement duly executed by Seller; (f) The Property Lease Assignment and Assumption Agreement duly executed by Seller; (g) The consent of the landlord under the Property Lease to the Property Lease Assignment as well as the landlord estoppel in the form attached hereto as Exhibit F; (h) Buyer shall deliver have received a certificate, dated the following date of Closing, signed by Seller (A) representing and warranting that the conditions specified in 5.01 and 5.02 have been fulfilled and (B) containing the incumbency and authenticity of the signatures of the officers of Seller executing this Agreement, and any other agreements or documents at the Closing:contemplated hereby or thereby; (i) a duly executed Secretary’s Certificate from each Seller (or A certificate of good standing issued by the general partner or managing member State of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing; (iii) New Jersey with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (Dj) an assignment A certificate, duly completed and executed by Seller, pursuant to Section 1.445-2(b)(2) of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto Treasury Regulations promulgated under the Internal Revenue Code (an the “Assignment of Asset-Related PropertyCode”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes certifying that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of Section 1445 of the Foreign Investment in Real Property Tax Act Code; (k) A duly completed and executed IRS form W-9 of 1980Seller establishing that Seller is exempt from U.S. back up withholding; (l) Copies of the organizational documents of Seller, as amended, in substantially accompanied by a certificate of an officer or manager, as appropriate, of Seller, dated as of the form of Exhibit P attached heretoClosing Date, stating that no additional amendments have been made to Seller’s organizational documents up to such date; (xiim) a title affidavit in Such keys, locks and safe combinations and other similar items as Buyer shall require to obtain full control of the form Purchased Assets and the Business Premises; Without limitation by specific enumeration of Exhibit Q attached heretothe foregoing, duly executed by Seller; and (xiii) a broker’s lien affidavit in all other documents reasonably required to consummate the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved]transactions contemplated hereby.

Seller’s Deliveries. At or before the Closing, Seller shall deliver to Purchaser, duly executed and acknowledged where required: (a) [Reserved] (b) The Sellers shall deliver Bargain and Sale Deeds Without Covenants Against Grantor’s Acts for the following documents at the Closing: (i) a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing; (iii) with respect to each Real Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached heretoA, duly executed by and with such evidence of corporate authority of Seller as may be required in order to record the relevant Sellerdeeds and satisfy the reasonable requirements of the Real Property’s title insurance (if any), pursuant to which deed, upon proper recording by the Buyer, good and marketable fee simple title to Real Property shall be sufficient transferred to transfer Purchaser “AS IS”, “WHERE IS” and with all faults and without covenants against the grantor’s acts provided that Seller shall convey to Purchaser good and marketable fee simple title to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property Real Property, subject only to the Permitted Exceptions Exceptions, which is of a condition that permits a reputable title insurance company of national standing to issue an owner’s title insurance policy subject to customary exceptions not affecting marketability of title, together with reference to such Propertycompleted TP 584 and RP 5217 forms; (ivb) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) A xxxx of sale for the Purchased Assets in substantially the form of Exhibit L attached heretoB, duly executed by pursuant to which the relevant Seller, which Improvement Deed, upon proper recording by Purchased Assets (other than the Buyer, Real Property) shall be sufficient transferred to transfer Purchaser “AS IS”, “WHERE IS” and convey to the Buyer (or a Designated Subsidiary) with all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Propertyfaults; (vc) The Assignment and Assumption Agreement; (d) Lease assignment and assumption agreements with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, ATM Leases and Branch Leases in substantially the form of Exhibit M attached heretoD (the “Lease Assignments”), relating and Seller will use its Best Efforts to all fixtures, chattels, equipment obtain estoppel certificates under the ATM Leases and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached Branch Leases in a form mutually agreeable to the Propertyparties; (Ce) an Assignment Subject to the provisions of ContractsSection 8.3, duly executed by such consents of landlords under the relevant Seller; (D) an Branch Leases as shall be required pursuant to the terms of such Branch Leases to the assignment of all warranties, permits, licenses the Branch Leases to Purchaser and other Asset-Related Property in to the form release of Exhibit N attached hereto Seller from liability thereunder (an the “Assignment of Asset-Related PropertyLandlord Consents”); (Ef) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, An Officer’s Certificate in substantially the form of Exhibit P attached heretoE; (xiig) An opinion of counsel of Seller, dated the Closing Date, in form and substance reasonably satisfactory to Purchaser to the effect that: (i) Seller is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, with full corporate power and authority to enter into and perform its obligations under this Agreement; and (ii) this Agreement has been duly and validly authorized, executed and delivered by Seller and (assuming due authorization, execution and delivery by Purchaser and Parent) is a title affidavit legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as enforcement may be limited by receivership, conservatorship, and supervisory powers of bank regulatory agencies generally as well as bankruptcy, insolvency, reorganization, moratorium or other laws of general applicability relating to or affecting creditor’s rights, or the limiting effect of rules of law governing specific performance, equitable relief and other equitable remedies or the waiver of rights or remedies; (h) The Draft Closing Statement; (i) The resignation of Seller as trustee or custodian, as applicable, with respect to each XXX, Xxxxx Plan or Employee Pension Plan included in the Deposit Liabilities and the appointment of Purchaser as successor trustee or custodian with respect thereto, to the extent permitted by the terms of each XXX, Xxxxx Plan or Employee Pension Plan, effective at the close of Business on the Closing Date; (j) A limited power of attorney granting Purchaser the authority to execute certain documents on behalf of Seller in substantially the form of Exhibit Q attached heretoF; (k) Physical possession of all Purchased Assets as are capable of physical delivery; (l) Possession of all Loan files and other books, duly executed by Sellerrecords and documentation regarding the Loans and all collateral in the custody of Seller relating to the Loans; (m) Possession of all signature cards and other books, records and documentation (including the Safe Deposit Agreements) regarding the Deposit Liabilities and other Purchased Assets and Assumed Liabilities; (n) Such other documents as are necessary to effect the transactions contemplated hereby as Purchaser shall reasonably request; and (xiiio) a broker’s lien affidavit in Updated schedules of the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved]Purchased Assets and Assumed Liabilities.

Seller’s Deliveries. At the Closing, Seller shall deliver, or cause to be delivered, to Buyer the following, in form and substance reasonably acceptable to Buyer: (a) [Reserved]a copy of the resolutions duly adopted by the Board of Directors of Seller evidencing its authorization of the execution and delivery of this Agreement, the Ancillary Agreements to which it is a party and the consummation of the Transactions, certified by the corporate secretary of Seller; (b) The Sellers shall deliver the following documents at the Closing: (i) a each Assignment and Assumption Agreement duly executed Secretary’s Certificate from each by Seller (or the general partner or managing applicable member of such Seller, where appropriate) certifying that such the Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amendedGroup; (iic) an each Bxxx of Sale duly executed Incumbency Certificate from each by Seller (or the general partner or managing applicable member of such the Seller Group; (d) the Employee Matters Agreement duly executed by Seller, where appropriate; (e) the Transition Services Agreement duly executed by Seller; (f) the Trademark Assignment Agreement duly executed by Seller and each Subsidiary of Seller set forth therein; (g) a certificate of an officer of Seller certifying the authority names and signatures of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) authorized to execute sign this Agreement and the other documents delivered by such Seller Ancillary Agreements to the Buyer at the Closingwhich it is a party; (iii) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (Bh) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which non-foreign affidavit dated as of the Closing Date are located upon or attached Date, sworn under penalty of perjury and in form and substance satisfactory to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes stating that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning for purposes of Section 1445 of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached heretoCode; (xiii) Deeds to Owned Real Property (in registrable form with respect to the Owned Real Property located in Canada); (j) a declaration of possession relating to title affidavit to the Owned Real Property located in Canada, as may be required by the form issuer of Exhibit Q attached heretoa title insurance policy in favor of a member of the Buyer Group, duly executed by Sellerthe relevant member of the Seller Group and made without personal liability; and (xiiik) a broker’s lien affidavit in the form of Exhibit R attached hereto, Transition License Agreement duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved]Seller.

Seller’s Deliveries. (a) [Reserved] (b) The Sellers At the Closing, subject to and on the terms and conditions set forth in this Agreement, Seller shall deliver the following documents at the Closing: or cause to be delivered to Buyer (i) a duly executed Secretary’s Certificate from each Seller (or special warranty deed in the general partner or managing member of such Seller, form customarily used in the jurisdiction where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller Property is located conveying fee simple title to the Buyer at the Closing; (iii) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant SellerLand, together with the original Leases; Hotel and Improvements, duly executed and acknowledged by Seller, (Bii) a xxxx of sale and assignment and assumption of documents substantially in the form set forth as Exhibit C, dated as of the Closing Date, conveying to Buyer the Personal Property, (iii) an assignment and assumption in the form attached hereto as Exhibit D assigning all of the Assumed Liabilities, including, without limitation, Authorizations, Contracts, Real Property Leases and Equipment Leases, to the extent the foregoing are assignable, (iv) an assignment and assumption of the Hotel Management Agreement, in a “Xxxx of Sale”)form agreed upon by Buyer and Seller, (v) Seller’s title affidavit, in customary form acceptable to Title Company, with respect to parties in possession and mechanics’ liens, duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) a certificate to the Closing Statementeffect that Seller is not a foreign person for the purposes of the Foreign Investors in Real Property Tax Act, duly executed by the Sellers; (vii) such other assignments, documents or instruments of transfer, and other documents as the may be reasonably requested by Buyer or Escrow Agent may reasonably require in order Title Company to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of effectuate the transactions contemplated by this Agreement, (viii) to the extent within the possession of Seller, originals of the Contracts, the Real Property Leases, the Equipment Leases and the books and records, and all master keys to all locks located at the Hotel (delivery of the foregoing items at the Hotel on the Closing Date shall constitute compliance with this Section 4(c)), (ix) a certificate signed by Seller confirming that the representations and warranties set forth in each casethis Agreement are true and correct in all material respects, as prepared and duly executed by the relevant Seller; (x) with respect certified copies of resolutions duly adopted pursuant to Seller’s limited partnership agreement authorizing the Properties located in North Carolinaexecution, a form 1099-NRS (Non-Resident Seller), executed by delivery and performance of this Agreement and the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiii) a broker’s lien affidavit in the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved]other agreements contemplated hereby.

Seller’s Deliveries. At the Closing, Seller shall deliver to Purchaser: (a) [Reserved]the Transition Services Agreement in substantially the form attached hereto as EXHIBIT B (the “Transition Services Agreement”), executed by an authorized officer of Seller; (b) The Sellers shall deliver the following documents at the Closing: (i) a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member Xxxx of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder Sale and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing; (iii) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) Assignment in substantially the form of Exhibit K attached hereto, duly executed by hereto as EXHIBIT C (the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant an authorized officer of Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiii) a broker’s lien affidavit in the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]a Copyright Assignment Agreement in substantially the form attached hereto as EXHIBIT D transferring all of the Copyrights comprised in the Transferred IP to Purchaser (the “Copyright Assignment Agreement”), executed by an authorized officer of Seller; (d) [Reserved]a Transferred Marks Assignment Agreement in substantially the form attached hereto as EXHIBIT E transferring all of the Trademarks comprised in the Transferred IP to Purchaser (the “Transferred Marks Assignment Agreement”), executed by an authorized officer of Seller; (e) a Domain Name Transfer Agreement in substantially the form attached hereto as EXHIBIT F transferring all of the Websites to Purchaser (the “Domain Name Transfer Agreement”), executed by an authorized officer of Seller; (f) a certificate, in form and substance reasonably satisfactory to Purchaser, of a Secretary, Assistant Secretary or other similar officer of Seller certifying as to the resolutions of the board of directors of Seller approving and authorizing this Agreement, the Ancillary Agreements and the Transactions; (g) a good standing certificate of Seller issued by the Secretary of State of the State of Delaware, dated as of a recent date; (h) copies of each Assumed Contract; (i) those consents to assignment executed by Third Parties under certain Assumed Contracts as set forth on Schedule 3.3(i); (j) a legal opinion from counsel to Seller substantially in the form attached hereto as EXHIBIT H; (k) a completed and executed certificate of evidence of non-foreign status that complies with Treasury Regulation Section 1.1445-2(b)(2); (l) evidence of ownership and control of, full access to and ability to utilize, all existing accounts with service providers required to operate and send traffic to the Websites including, but not limited to, registrars accounts and pay per click campaigns sending traffic to the Websites shall be transferred to Purchaser, including but not limited to the transfer of billing information and all login and password information related to such accounts; (m) a fully zipped up set of source code for the Websites; and (en) [Reserved]copies of the files for the databases for the Websites, including a data file dump of the CVS system related to the Transferred Assets.

Seller’s Deliveries. (a) [Reserved] (b) The Sellers shall deliver the following documents at the Closing: (i) a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing; (iii) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiii) a broker’s lien affidavit in the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved]the License Agreement, duly executed by the relevant Seller, as contemplated by Section 14.31(b).

Seller’s Deliveries. (a) [Reserved] (b) The Sellers Seller shall deliver or cause to be delivered to Purchaser (or the following documents at title company conducting the Closing) the following: (i) a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing; (iii) with respect to each Property that is not a Ground Leased Property, a special/limited acknowledged special warranty deed in the form attached hereto as Exhibit D (a the “Deed”) in substantially ), together with a water certification from the form City of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey Chicago (subject to the Buyer (or a Designated Subsidiaryterms of Section 19(c) all of the relevant Seller’s rights in the Property hereof) subject only to the Permitted Exceptions with reference to such Property(the “Deed”); (ivii) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to completed and signed real estate transfer tax declarations and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Propertyother state law disclosures; (viii) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a A xxxx of sale conveying the Personal Property, free and clear of all liens, security interests and encumbrances, and in the form attached to this Agreement as Exhibit G (a the “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (Civ) an Assignment of Contracts, duly executed by An assignment conveying the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property Intangibles in the form of attached to this Agreement as Exhibit N attached hereto H (an the “Assignment of Asset-Related PropertyIntangibles”); (Ev) An executed counterpart of an Association Assignment, duly executed by Assignment and Assumption of Contracts and Leases in the relevant Seller, together with evidence form attached to this Agreement as Exhibit I (the “Assignment of the resignationContracts and Leases”), with effect as of respect to the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) Leases and the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant SellerAssumed Service Contracts; (vi) An executed counterpart of a License Agreement to use the Closing Statementname “Tribune Tower” in connection with the Premises, duly executed by in the Sellers;form attached to this Agreement as Exhibit S (the “Tower License Agreement”) (vii) such other assignments, instruments An executed counterpart of transfer, a Contingent Obligations Agreement with respect to the entitlement and other documents development of a retail commercial structure on a portion of the Property in the form attached hereto as Exhibit T (the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder“COA”); (viii) An executed counterpart of a closing certificate Memorandum of Contingent Obligations in recordable form, evidencing the form of Exhibit O attached heretoCOA (the “COA Memorandum”); (ix) all transfer tax returns which are required by law and a certificate in the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise form attached hereto as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and Exhibit J duly executed by the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit Seller stating that the relevant Seller is not a “foreign person” within as defined in the meaning of the Federal Foreign Investment in Real Property Tax Act of 1980; (x) A certification to Purchaser’s title insurance company of the type customarily provided by sellers of real property to induce title companies to remove or insure over the “standard” or “preprinted” exceptions to title and to insure over any “gaps” in timing; (xi) Any executed tenant estoppel certificates received by Seller, as amended, in substantially to the form of Exhibit P attached heretoextent not previously delivered to Purchaser pursuant to Section 8(a)(iv); (xii) To the extent in Seller’s possession, executed originals of all (a) Leases, (b) Service Contracts and Equipment Leases, (c) Permits, and (d) Warranties; (xiii) A re-certification of Seller’s representations and warranties set forth in Section7(a), noting any changes thereto; (xiv) A duly executed counterpart of the settlement statement prepared by the Title Company and in form and substance acceptable to Seller and Purchaser (the “Settlement Statement”); (xv) Seller shall join with Purchaser to execute a title affidavit notice in form and content reasonably satisfactory to Purchaser and Seller which Purchaser shall send to each tenant under each of the Leases informing such tenant of the sale of the Premises and of the assignment to Purchaser of Seller’s interest in, and obligations under, the Leases (including, if applicable any security deposits) and directing that all rent and other sums payable after the Closing under each such Lease shall be paid as set forth in the notice; (xvi) The original letters of credit (the “Letters of Credit”) delivered to Seller by tenants as Security Deposits (to the extent such Letters of Credit have not been applied against delinquent rents as provided in the Leases or have not been returned to tenants or expired in accordance with the Leases) and any applicable transfer forms required by the financing institution issuing the Letters of Credit to recognize Purchaser as the beneficiary of such Letters of Credit (the “LOC Transfer Documents”); (xvii) Either (a) a release letter or certificate from the Illinois Department of Revenue stating that no assessed but unpaid tax penalties or interest are due under Section 9-902(d) of the Illinois Income Tax Act, as amended, or 35 ILCS 120/5j of the Illinois Compiled Statutes, as amended, or (b) an Indemnity (IDOR) in the form attached hereto as Exhibit O-1; (xviii) Either (a) a release letter or certificate from the Chicago Department of Revenue stating that no assessed but unpaid tax penalties or interest are due under Section 3-4-140 of the Chicago Uniform Revenue Procedures Ordinance, as amended, or (b) an Indemnity (CDOR) in the form attached hereto as Exhibit Q O-2; (xix) Either (a) a release letter or certificate from the Xxxx County Department of Revenue stating that no assessed but unpaid tax penalties or interest are due under Article 11 of the Xxxx County, Illinois Revenue Ordinance, as amended, or (b) an Indemnity (CCDOR) in the form attached hereto, duly hereto as Exhibit O-3; (xx) Duly executed by Selleroriginals of the Tribune Media Lease Amendments; and (xiiixxi) a broker’s lien affidavit in Such other documents as may be reasonably required to consummate the form of Exhibit R attached heretotransactions contemplated by this Agreement, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved]including any documents required to comply with Illinois law.

Seller’s Deliveries. At the Closing, Seller shall, subject to the fulfillment to its reasonable satisfaction of the conditions set forth in Section 10 or its waiver thereof, deliver to Buyer: (a) [Reserved]the Bill xx Sale and Assignment and Assumption of Liabilities Agreement, substantially in the form attached hereto as EXHIBIT B, dated the Closing Date and duly executed by an authorized officer of Seller, conveying to Buyer the Purchased Assets, free of all liens and encumbrances, except for Permitted Exceptions; (b) The Sellers shall deliver the following documents at the Closing: assignments (iin form satisfactory to Buyer) a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and rights of Seller in the consummation of all Proprietary Rights, including assignments of the transactions contemplated hereby trademarks in a form acceptable for filing in the U.S. Patent and that such authorization has not been revokedTrademark Office and/or foreign patent agency, modified or amendedas applicable; (iic) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing; (iii) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which lien covenant dated as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by an authorized officer of Seller, conveying the relevant Seller; (x) with respect Cortland Real Estate to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiii) a broker’s lien affidavit in the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]Buyer; (d) [Reserved]a certificate, dated as of the Closing Date and executed by a duly authorized officer of Seller, certifying that the conditions set forth in Section 9 have been satisfied; (e) the written consent of Unisign B.V. and Spinner Werkzeugmaschinenfabrik GmbH to the assignment to Buyer of the Unisign Agreement and the Spinner Agreement; (f) copies of the resolutions of Seller's Board of Directors authorizing the transactions contemplated hereby, certified by the Secretary (or an Assistant Secretary) of Seller as being in full force and effect on the Closing Date; (g) releases and UCC termination statements from any and all third parties having a security interest in all or a portion of the Purchased Assets or such other evidence of termination of such security interests as is reasonably acceptable to Buyer; (h) an irrevocable letter of credit in favor of escrow agent under the Escrow Agreement (the "Escrow Agent") in the amount of $400,000 in the form annexed hereto as Exhibit C (the "Letter of Credit") drawn on ING (U.S.) Capital LLC, to be held pursuant to the Escrow Agreement; and (ei) [Reserved]such other documents and instruments as are required to be delivered to Buyer by Seller pursuant to this Agreement at or prior to Closing.

Seller’s Deliveries. At least one (1) business day prior to the Closing Date, each Seller shall deliver (or cause to be delivered) to Escrow Agent the following: (a) [Reserved]A duly executed and acknowledged original Grant, Bargain and Sale Deed (each, a “Deed,” and together, the “Deeds”) in the form of Exhibit F for its respective Property; (b) The Sellers shall deliver the following documents at the Closing: (i) a A duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing; (iii) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale sale, assignment and assumption agreement (a “Xxxx of Sale, Assignment and Assumption”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related G for its respective Property”); (Ec) an Association Assignment, A duly executed by the relevant Seller, together with evidence original certificate of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate “non-foreign” status in the form of Exhibit O attached heretoH; (ixd) all transfer tax returns which are required by law Unless Buyer and Sellers elect to deliver the regulations issued pursuant thereto in connection with the payment same outside of all state or local real property transfer taxes that are payable or arise as escrow, a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by notice to tenants (the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller“Tenant Notices”), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached heretoI, which notice Buyer shall, at Buyer’s sole cost and expense, either mail to tenants by certified mail, return receipt requested or hand-deliver to each tenant (and Buyer shall provide proof of delivery thereof to Sellers promptly following the Closing); (e) Unless Buyer and Sellers elect to deliver the same outside of escrow, duly executed notices to each of the vendors under any Service Agreement to be assumed by Seller; andBuyer at the Closing as provided in this Agreement (“Vendor Notices”), such Vendor Notices to be in such form(s) as are reasonably required by Sellers, which notices Buyer shall, at Buyer’s sole cost and expense, mail to each such vendor by certified mail, return receipt requested (and Buyer shall provide proof of delivery thereof to Sellers promptly following the Closing); (xiiif) a brokerA Sellers Closing Certificate for each Property duly executed by each Seller; (g) Evidence reasonably satisfactory to Escrow Agent regarding the due organization of each Seller and the due authorization and execution by Sellers of this Agreement and the documents required to be delivered hereunder; (h) To the extent they do not constitute Reserved Company Assets and are then in the possession of Sellers (or its agents or employees) and have not theretofore been delivered to Buyer: (i) any plans and specifications for the Improvements for the Properties; (ii) all unexpired warranties and guarantees that Sellers have received in connection with any work or services performed with respect to, or equipment installed in, the Properties; (iii) all keys and other access control devices for the Properties; (iv) originals of all Leases for the Properties and all correspondence to tenants or from tenants thereunder; (v) originals of all Service Agreements for the Properties that will remain in effect after the Closing; and (vi) all correspondence relating to the ongoing operations and maintenance of the Properties, including tenant leasing information, leasing files and other material documents relating to the operation or maintenance of the Properties in Sellers’ possession (which materials under this clause may be either delivered at the Closing or as otherwise reasonably agreed by the parties); (i) If required by Title Company, an Owner’s lien affidavit Certificate as to Debts, Liens and Parties In Possession substantially in the form of Exhibit R attached heretoJ (“Title Affidavit”) and a Gap Certificate substantially in the form of Exhibit K (“Gap Certificate”), duly executed each to facilitate the issuance of any title insurance sought by each applicable broker; (c) [Reserved]; (d) [Reserved]Buyer in connection with the transactions contemplated hereby, but in no event shall Sellers be obligated to provide any additional certificate, affidavit or indemnity in connection with such title insurance; and (ej) [Reserved]Such additional documents as may be reasonably required by Buyer and Escrow Agent in order to consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, or liability or obligations of, Sellers in a manner not otherwise provided for herein).

Seller’s Deliveries. Subject to the fulfillment or waiver of the conditions set forth in Section 7.1 hereof, Seller shall deliver to Buyer physical possession of all tangible Purchased Assets, and shall execute and/or deliver or cause to be executed and/or delivered to Buyer all of the following: (a) [Reserved]certified copies of Seller's Articles of Incorporation and Bylaws; (b) The Sellers shall deliver certificates of good standing of Seller, issued not earlier than ten days prior to the following documents at Closing Date by the Closing:Secretary of State of Delaware; (ic) an incumbency and specimen signature certificate with respect to the officers of Seller executing this Agreement and all documents contemplated hereby; (d) a duly certified copy of resolutions of Seller's board of directors and stockholders, authorizing the execution, delivery and performance of this Agreement and all documents contemplated hereby; (e) a bill of sale, executed Secretary’s Certificate from each Seller (or the general partner or managing member of such by Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of conveying all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amendedPurchased Xxxets to Buyer; (iif) an executed Incumbency Certificate from each Seller (or the general partner or managing member assignments of such Sellerpatents, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement trademarks and the other documents delivered by such Seller to the Buyer at the Closinglicenses in a form suitable for recording; (iiig) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached hereto, closing certificate duly executed by the relevant Seller, pursuant to which deed, upon proper recording by the Buyer, shall be sufficient Seller represents and warrants to transfer Buyer that Seller's representations and convey warranties to the Buyer (or a Designated Subsidiary) are true and correct in all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which material respects as of the Closing Date are located upon as if then originally made, that all covenants required by the terms hereof to be performed by Seller on or attached before the Closing Date, to the Property; (C) an Assignment of Contractsextent not waived by Buyer in writing, duly have been so performed, and that all documents to be executed and delivered by Seller at Closing have been executed by the relevant Seller; (D) an assignment duly authorized officers of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiiih) a broker’s lien affidavit in certified copy of the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved]Order.

Seller’s Deliveries. At the Closing (a) [Reserved] (b) The Sellers or as otherwise indicated below), Seller shall execute and/or deliver to Purchaser the following documents at the Closingfollowing: (i) a duly executed Secretary’s Certificate from each Seller (or A limited warranty deed conveying marketable title to the general partner or managing member of such SellerProperty, where appropriate) certifying that such Seller has taken all necessary action subject only to authorize the execution of all documents being delivered hereunder Permitted Exceptions, to Purchaser, and the consummation of all of the transactions contemplated hereby any required real estate transfer tax/documentary/deed tax affidavits and that such authorization has not been revoked, modified or amended;applications (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority An assignment of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) Leases and other occupancy agreements and all rents due and to execute this Agreement and the other documents delivered by such Seller become due thereunder with respect to the Buyer at Property provided, however, that such assignment shall not impose any liability on Purchaser for any default of Seller under the Leases. Seller shall in such assignment indemnify, agree to defend and hold Purchaser harmless from any liability of any kind or nature that shall have accrued under the Leases prior to Closing;, and Purchaser shall provide similar reciprocal indemnitees. (iii) A bxxx of sale and assignment covering all of the Personal Property, warranties (specifically including the roof warranty, if any), all intangible rights associated with the Property and all claims, guaranties, warranties, indemnifications and all other rights, if any, which Seller may have against suppliers, laborers, materialmen, contractors or subcontractors arising out of the Property and such bxxx of sale shall warrant title to such Personal Property. (iv) (Intentionally omitted). (v) An affidavit stating that the Rent Roll attached to this Agreement as an exhibit is, to the best of Seller’s knowledge as of Closing, true, accurate and complete or, if applicable, noting any differences between such Rent Roll and the then current state of facts with respect to each Property the matters set forth on the Rent Roll. (vi) An affidavit stating that Seller is not a Ground Leased Property, a special/limited warranty deed (a “Deed”Foreign Person” within the meaning of Internal Revenue Code Section 1445(f)(3) in substantially the form of Exhibit K attached hereto, duly executed or Purchaser shall be entitled to withhold appropriate amounts as required by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer Internal Revenue Code. (or a Designated Subsidiaryvii) all Exclusive possession of the relevant Seller’s rights in the Property to Purchaser, subject only to the Permitted Exceptions with reference to such Property; (iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially and the form of Exhibit L attached hereto, duly executed by tenants under the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder;. (viii) a closing certificate in Evidence that all Contracts have been terminated as of the form of Exhibit O attached hereto;Closing. (ix) On or before five business days after Closing, Seller shall deliver to Purchaser’s offices at 10000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxx 00000, Attention Director of Lease Administration, all transfer tax returns which are required by law original Leases, lease files, correspondence files and other books and records, keys to all leased premises, security codes, if any, and maintenance agreements (e.g., HVAC maintenance agreement) relating solely to the regulations issued pursuant thereto Property in connection with the payment of all state or local real Seller’s and/or its property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller;and/or asset manager’s possession. (x) All existing plans and specifications in Seller’s possession or control relating to the improvements located upon the Property; all licenses and certificates of occupancy or such other comparable certificates or documents issued by the appropriate governmental authorities with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller;Property or any part thereof. (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning A notice to all tenants of the Foreign Investment Property of the change of ownership of the Property and directing that rental and all other payments to be made by such tenants under their Leases shall thereafter be paid to Purchaser at an address to be designated by Purchaser in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiii) a broker’s lien affidavit in the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved]such notice.

Seller’s Deliveries. (a) [Reserved] (b) The At the Closing, each of the Sellers shall deliver ------------------ to Purchaser the following documents at the Closingfollowing: (i) a duly executed Secretary’s Certificate from each Seller (or stock certificates, in form suitable for transfer, registered in the general partner or managing member name of such Seller, where appropriate) certifying that such Seller has taken evidencing the number of shares of Purchased Stock to be purchased hereunder, with executed blank stock transfer powers attached, and with all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amendedstock transfer tax stamps attached thereto; (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Sellerall stock books, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Sellerstock transfer ledgers, where appropriate) to execute this Agreement minute books and the other documents delivered by such Seller to corporate seals of COTC Companies, and except as provided in Section 6.7, the Buyer at the Closingresignations of all officers and directors of COTC Companies; (iii) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed Subordination agreement(s) (a “Deed”the "Subordination Agreement") in substantially the form and containing the terms reasonably requested by the financial institution(s) ("Acquisition Lender") lending funds to Purchaser for the acquisition of Exhibit K attached heretothe Purchased Stock (such acquisition financing and any substitution or replacement thereof, duly which shall not exceed Fourteen Million ($14,000,000) plus the amount by which the Final Purchase Price exceeds the Purchase Price, being referred to as the "Acquisition Financing") executed by the relevant Seller, each Seller and pursuant to which deed, upon proper recording amounts owed by the Buyer, shall be sufficient to transfer and convey Purchaser to the Buyer (or a Designated Subsidiary) all Sellers pursuant to the Notes and the Pledge Agreement are reasonably subordinated to the rights of the relevant Seller’s rights Acquisition Lender; provided, however, that nothing contained in the Property subject only Subordination Agreement shall subordinate the rights of the Sellers under this Agreement or the Guaranty Agreement to the Permitted Exceptions with reference to such Property;rights of the Acquisition Lender. (iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly A certificate executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient Sellers representing and warranting to transfer Purchaser that each of Sellers' representations and convey to the Buyer (or a Designated Subsidiary) warranties in this Agreement was accurate in all respects as of the relevant Seller’s rights Execution Date and is accurate in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which respects as of the Closing Date are located upon or attached as if made on the Closing Date (giving full effect to any supplements to the Property; (C) an Assignment of Contracts, duly executed Sellers Disclosure Schedule that were delivered by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys Sellers to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) Purchaser prior to the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require Date in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection accordance with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident SellerSection 5.4), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiii) a broker’s lien affidavit in the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved].

Seller’s Deliveries. At Closing, Seller shall deliver to Purchaser all of the following instruments to the extent not previously delivered to Purchaser prior to Closing, and except for any Excluded Items, each of which shall have been duly executed and, where applicable, acknowledged on behalf of Seller and shall be dated as of the Closing Date. (a) [Reserved]The certificate required by Section. (b) The Sellers shall deliver Deeds. (c) The Bills of Sale. (d) Certificate(s)/Registration of Title for any vehicle owned by Seller and used in connection with the following Properties. (e) Such agreements, affidavits or other documents as may be required by the Title Company to issue the Owner's Title Policy with affirmative coverage over mechanics' and materialmen's liens for work or materials provided to the Seller. (f) The FIRPTA Certificate. (g) True, correct and complete copies of all warranties in Seller's possession, if any, of manufacturers, suppliers and installers possessed by Seller and relating to the Improvements and the Tangible Personal Property, or any part thereof. (h) Appropriate resolutions of the partners of Seller, together with all other necessary approvals and consents of Seller, authorizing (A) the execution on behalf of Seller of this Agreement and the documents to be executed and delivered by Seller prior to, at or otherwise in connection with Closing, and (B) the Closing:performance by Seller of its obligations hereunder and under such documents. (i) a duly executed Secretary’s Certificate from each Seller (If Purchaser is assuming Seller's obligations under any or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby Operating Agreements, the originals of such agreements, duly assigned to Purchaser and that with such authorization has not been revoked, modified or amended;assignment acknowledged and approved by the other parties to such Operating Agreements. (iij) an A written instrument executed Incumbency Certificate from each by Seller, conveying and transferring to Purchaser all of Seller's right, title and interest in any telephone numbers and facsimile numbers relating to the Properties, and, if Seller maintains a post office box, conveying to Purchaser all of its interest in and to such post office box and the number associated therewith, so as to assure a continuity in operation and communication. (k) All current real estate and personal property tax bills (or copies thereof) in Seller's possession or under its control. (l) An affidavit from the general partner or managing member of such Seller, where appropriate) certifying the authority Existing Manager (which employs all personnel at each of the officers Properties) stating that all employees have been terminated prior to or as of the date of Closing, that all employees have been paid through midnight on the date prior to Closing and setting forth and describing, in detail, as to each employee, all accrued but unpaid vacation pay and other fringe benefits. (m) A complete set of all guest registration cards, guest transcripts, guest histories, and all other available guest information. (n) An updated schedule of the Existing Manager's employees and general managers engaged in the operation of the Inns, showing salaries and duties with a statement of the length of service of each such manager or employee, brought current to a date not more than 48 hours prior to the Closing. (o) A complete list of all advance room reservations, functions and the like, in reasonable detail so as to enable Purchaser to honor Seller's commitments in that regard. (p) A list of Seller's outstanding accounts receivable as of midnight on the date prior to the Closing, specifying the name of each account and the amount due Seller. (q) Written notice executed by Seller notifying all interested parties, including all tenants under any leases of the Properties, that the Properties has been conveyed to Purchaser and directing that all payments, inquiries and the like relating to matters arising after Closing be forwarded to Purchaser at the address to be provided by Purchaser. (r) All books, records, operating reports, files and other materials in Seller's possession or control which are necessary in Purchaser's discretion to maintain continuity of operation of the Properties. (s) To the extent permitted under applicable law, documents of transfer necessary to transfer to Purchaser Seller's employment rating for workmens' compensation and state unemployment tax purposes. (t) Complete set of "as-built" drawings for the Improvements to the extent such drawings are in the Seller's or the general partner or managing member of such SellerExisting Manager's possession. (u) All keys for the Properties, where appropriate) which shall be deemed delivered at Closing if provided to execute this Agreement and the other documents delivered by such Seller to the Buyer Purchaser at the Closing; (iii) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property;Properties. (v) with respect to each Property: (AValid, final and unconditional certificate(s) an Assignment of Leasesoccupancy for the Inns, duly executed issued by the relevant Sellerappropriate governmental authority, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached but only to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which extent such certificates are in the Sellers’ possession shall be transferred at a mutually agreed upon location;of Seller or the Existing Manager. (Hw) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased PropertySuch agreements, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and affidavits or other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are be required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this AgreementTitle Company, in each case, as prepared and duly executed by the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiii) a broker’s lien affidavit in the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved]obtain standard coverage at standard rates.

Seller’s Deliveries. (a) [Reserved] (b) The At the Closing, the Sellers shall deliver the following documents at the Closingdocuments: (i) a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended;; and (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing; (iiib) The Sellers shall deliver the following documents at the Closing (solely in respect of the Transferred Assets to be purchased and sold at the Closing): (i) with respect to each Property that is not a Ground Leased Fee Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached heretostatutorily prescribed by the applicable jurisdiction and reasonably approved by the Buyer, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (ivii) with respect to each Ground Leased Lease Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached heretostatutorily prescribed by the applicable jurisdiction and reasonably approved by the Buyer, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Lease Property subject only to the Permitted Exceptions with reference to such Ground Leased Lease Property; (iii) A FIRPTA Certificate from each Seller in the form of Exhibit G attached hereto; provided, that in the event the LLC Interests are transferred to Buyer, the FIRPTA Certificate of the Seller of the LLC Interests shall be modified in a manner mutually acceptable to the applicable Seller and Buyer and shall also establish such Seller’s status as a non-foreign person for purposes of Section 1446(f) of the Code; (iv) if applicable, (A) an assignment and assumption agreement, in form and substance reasonably acceptable to the Buyer and the Sellers, duly executed by the relevant Seller, in respect of the LLC Interests, (B) the Yuma Resignations, (C) a consent of the Yuma joint venture partner to the admission of Buyer or its designee to the joint venture and acknowledging such party’s right to exercise all rights and powers of the Seller entity following such assignment becoming effective, and (D) an estoppel from the Yuma joint venture partner in form and content reasonably acceptable to Buyer and, at a minimum, stating that there are no partner loans to the joint venture. (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M F attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (B) an Assignment of Leases, duly executed by the relevant Seller, in the form of Exhibit B attached hereto, together with the original Leases; (C) an Assignment of Contracts, duly executed by the relevant Seller, in the form of Exhibit C attached hereto; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N H attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect effective as of the applicable Closing, of all of Sellers’ employees employees, managers, officers, and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents, if any; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller, as applicable; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and; (I) for each Ground Leased Lease Property, an Assignment of Ground LeasesLease, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) if the Yuma MOB Lender consents to the assumption by Buyer of the applicable Seller’s obligations under the Yuma MOB Loan, any and all documents, agreements and instruments required in order to effectuate the assignment and assumption of the Yuma MOB Loan (collectively, the “Yuma Loan Assumption Documents”), including, without limitation, payment of the assumption fee required pursuant to the Yuma MOB Loan. (viii) such other customary assignments, instruments of transfer, and other documents as the Buyer or Buyer, Seller and/or Escrow Agent may reasonably require agree are required in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns and other statutorily-mandated forms which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer or similar taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; provided, that each such tax return prepared by Seller shall be submitted to Buyer for its review, comment and consent to filing (such consent not to be unreasonably withheld, conditioned or delayed) at least 10 Business Days prior to the Closing Date; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), an IRS Form W-9 properly executed by the relevant SellerSeller Agent; (xi) an owner’s affidavit that in such form as reasonably required by the relevant Seller is not a Title Company so as to allow the Title Company to delete the so-called “foreign personstandard exceptions” within from the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto;Title Policy; and (xii) a title affidavit such other affidavits or documents in order to allow the form of Exhibit Q attached hereto, duly executed Title Company to issue such endorsements as Buyer may reasonably request or as otherwise reasonably requested by Seller; and (xiii) a broker’s lien affidavit the Title Company and in the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved]case reasonably acceptable to Sellers in connection with Closing.

Seller’s Deliveries. At the Closing, Seller shall deliver, or cause to be delivered, to Buyer the following, in form and substance reasonably acceptable to Buyer: (a) [Reserved]a copy of the resolutions duly adopted by the Board of Directors of Seller evidencing its authorization of the execution and delivery of this Agreement, the Ancillary Agreements to which it is a party and the consummation of the Transactions, certified by the corporate secretary of Seller; (b) The Sellers shall deliver the following documents at the Closing: (i) a each Assignment and Assumption Agreement duly executed Secretary’s Certificate from each by Seller (or the general partner or managing applicable member of such Seller, where appropriate) certifying that such the Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amendedGroup; (iic) an each Xxxx of Sale duly executed Incumbency Certificate from each by Seller (or the general partner or managing applicable member of such the Seller Group; (d) the Employee Matters Agreement duly executed by Seller, where appropriate; (e) the Transition Services Agreement duly executed by Seller; (f) the Trademark Assignment Agreement duly executed by Seller and each Subsidiary of Seller set forth therein; (g) a certificate of an officer of Seller certifying the authority names and signatures of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) authorized to execute sign this Agreement and the other documents delivered by such Seller Ancillary Agreements to the Buyer at the Closingwhich it is a party; (iii) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (Bh) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which non-foreign affidavit dated as of the Closing Date are located upon or attached Date, sworn under penalty of perjury and in form and substance satisfactory to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes stating that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning for purposes of Section 1445 of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached heretoCode; (xiii) Deeds to Owned Real Property (in registrable form with respect to the Owned Real Property located in Canada); (j) a declaration of possession relating to title affidavit to the Owned Real Property located in Canada, as may be required by the form issuer of Exhibit Q attached heretoa title insurance policy in favor of a member of the Buyer Group, duly executed by Sellerthe relevant member of the Seller Group and made without personal liability; and (xiiik) a broker’s lien affidavit in the form of Exhibit R attached hereto, Transition License Agreement duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved]Seller.

Seller’s Deliveries. (a) [Reserved] (b) The Sellers shall deliver the following documents at At or prior to the Closing: (i) a duly executed Secretary’s Certificate from , Seller will deliver or cause to be delivered to Purchaser each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby instruments and that such authorization has not been revokeddocuments listed in this Section 10.01, modified or amended; (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Sellerexecuted, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement acknowledged and the other documents delivered by such Seller to the Buyer at the Closing; (iii) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which dated as of the Closing Date where appropriate by Seller and/or the other party or parties thereto, but none of such instruments and documents shall be deemed delivered or any other action taken until all Closing deliveries and actions are located upon or attached to the Property;complete: (Ca) an Assignment of ContractsCalifornia grant deeds substantially in the forms annexed hereto as Exhibit G, duly executed by conveying TTC Fee Parcels, the relevant Seller;CMC Parcels and the GG Parcel to Purchaser. (Db) an An assignment of all warranties, permits, licenses and other Asset-Related Property assumption agreement (the “Ground Sublease Assignment”) substantially in the form of annexed hereto as Exhibit N attached hereto (an “Assignment of Asset-Related Property”);H, assigning the Sears Ground Subleases to Purchaser. (Ec) an Association Assignment and assumption agreements (the “Tenant Lease Assignments”) substantially in the forms annexed hereto as Exhibit J, assigning the Leases to Purchaser. (d) Assignment and assumption agreement(s) (the “REA Assignment”) substantially in the form annexed hereto as Exhibit K, duly assigning the Operating Agreements to Purchaser (separate assignments will be made based on whether the individual Operating Agreements being assigned are of record). (e) An assignment and assumption agreement (the “Supplemental Assignment”) substantially in the form annexed hereto as Exhibit L, assigning the Other Agreements and the Intangible Personal Property to Purchaser. (f) A xxxx of sale substantially in the form annexed hereto as Exhibit M, conveying the Personal Property to Purchaser. (g) The Holdback Escrow Agreement. (h) An Easement and Reservation of Rights Agreement substantially in the form annexed hereto as Exhibit N. (i) Easement agreement(s) on substantially the terms set forth in Exhibit B annexed hereto. (j) The original executed estoppel letters provided for in Article V. (k) Seller’s Copies of the Operating Agreements and the Sears Ground Subleases. (l) Seller’s Copies of the Leases. (m) Seller’s Copies of the Other Agreements. (n) Evidence reasonably satisfactory to Purchaser of termination of all agreements encumbering the Property other than the Leases, the Operating Agreements, the Sears Ground Subleases and the Other Agreements. (o) Notices to Tenants, and notices to Adjoining Owners, notifying each of the conveyance of the Property and transfer of the Leases (and any security deposits being held thereunder) and Operating Agreements, as applicable, to Purchaser and directing the Tenants to pay future rentals to the person or entity designated by Purchaser, each in a form reasonably satisfactory to Purchaser and executed by Seller. (p) A schedule which shows all Leases terminated and/or amended and all new Leases entered into between the relevant Sellerdate of this Agreement and the Closing Date, together with evidence Seller’s Copy of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices each such new Lease or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents;amendment to an existing Lease. (Fq) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller;The list provided for in Section 9.01(a). (Gr) A schedule which shows all keys Other Agreements and Operating Agreements terminated and/or amended and all new Other Agreements and Operating Agreements entered into between the date of this Agreement and the Closing Date, together with a copy of each such new Other Agreement and Operating Agreement or amendment to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location;an existing Other Agreement or Operating Agreement. (Hs) all security deposits and letters The certificate of credit as Seller provided for in Section 10.2(a) hereof; and11.06(b), if Seller elects to deliver such certificate to Purchaser. (It) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an An affidavit that the relevant Seller neither TTC, CMC nor GG is not a “foreign person” within the meaning of Section 1445 of the Foreign Investment in Real Property Tax Act of 1980, as amended, in Code substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached O annexed hereto, duly executed by Seller; and. (xiiiu) All sales tax, transfer tax and other tax returns, if any, which Seller is required by law to execute and deliver, either individually or together with Purchaser, to any Governmental Authority as a brokerresult of the transactions contemplated by this Agreement, including, without limitation, California Franchise Tax Board Real Estate Withholding Exemption Certificates on Form 593-W from each of TTC and CMC (state income taxes are required to be withheld in connection with the sale of GG’s lien interest in the Property). (v) All records and files which are in the possession or control of Seller relating to the operation and maintenance of the Property, including to the extent in the possession of such parties, (i) current tax bills, current water, sewer, utility and fuel bills, payroll records, billing records for Tenants and Adjoining Owners, (ii) engineering, repair and maintenance records and the like which affect or relate to the Property, (iii) plans, drawings, blue prints and specifications for the Property, all warranties and guaranties of manufacturers, suppliers and contractors in effect on the Closing Date, (iv) certificates of occupancy (or the equivalent) and other licenses and permits and (v) keys to all locks in the Property. Delivery of such materials shall be effectuated pursuant to arrangements made by Seller and the property manager or managers retained by Purchaser to operate the Property. (w) Both (i) an owner’s affidavit and gap indemnity substantially in the form annexed hereto as Exhibit P and (ii) such evidence or documents as may reasonably be required by the Title Company evidencing the power and authority of Exhibit R attached heretoSeller and the due authority of, duly executed by each applicable broker;and execution and delivery by, any person or persons who are executing any of the documents required hereunder in connection with the conveyance of the Real Property. (cx) [Reserved];A certificate of Seller certifying to Purchaser that the representations and warranties of Seller set forth herein are true and correct in all material respects as of the Closing Date as if made on such date subject, however, to the provisions of Section 11.05, facts disclosed on the schedules to this Agreement that are delivered by Seller to Purchaser at the Closing pursuant to Section 10.01 and any certificate delivered by Seller to Purchaser pursuant to Section 11.06(b). (dy) [Reserved]; andA schedule listing all audits of payments of percentage or overage rents in progress on the Closing Date, if applicable. (ez) [Reserved]All other instruments and documents, if any, to be executed, acknowledged by Seller, and/or delivered by Seller, and all other amounts to be paid by Seller pursuant to any of the other provisions of this Agreement.

Seller’s Deliveries. At the Closing on the Closing Date, subject to the terms and conditions set forth in this Agreement, Seller shall make the following deliveries to Purchaser: (a) [Reserved] (b) The Sellers shall deliver A certificate, dated as of the following documents Closing Date, executed by a manager of Seller, certifying to resolutions of Seller approving and authorizing the execution, delivery and performance by Seller of this Agreement and each of the agreements to be executed and delivered by Seller at the Closing: (i) a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder Closing and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified thereby (together with an incumbency and signature certificate regarding the Persons signing any document or amendedinstrument on behalf of Seller); (iib) an executed Incumbency Certificate A good standing certificate for Seller and each Subsidiary from each Seller (or the general partner or managing member secretary of such Seller, where appropriate) certifying the authority state of the officers state of such Seller (or the general partner or managing member its organization, dated as of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller a date not earlier than 30 days prior to the Buyer at the ClosingClosing Date; (iiic) A certificate, dated as of the Closing Date, executed by a manager of Seller, to the effect that the representations and warranties made by Seller in this Agreement are true and correct in all material respects on and as of the Closing Date with respect the same effect as though such representations and warranties had been made on and as of such date, and that Seller has performed and complied in all material respects with all of the terms, covenants and conditions set forth in this Agreement that are to be performed or complied with by them before or as of the Closing Date; (d) Indemnification Agreements, duly executed by each Property that Owner or Affiliate of an Owner who is not to become a Ground Leased Property, a special/limited warranty deed director of Purchaser pursuant to this Agreement; (a “Deed”e) in substantially the form of Exhibit K attached heretoRepresentation Letters and Investor Questionnaires, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such PropertyOwners; (ivf) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form An opinion of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in counsel substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”)D; (Eg) an Association Assignment, Certifications duly executed signed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices Seller and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which its Owners certifying that Seller and its Owners are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign personpersons” within the meaning of Section 1445 of the Foreign Investment in Real Property Tax Act Code and Section 1.1445-2 of 1980the Treasury Regulations promulgated thereunder, as amendedand are not “disregarded entities” under Section 301.7701-3 of the Treasury Regulations, in substantially the such form of Exhibit P attached hereto; (xii) a title affidavit as may be reasonably requested by Purchaser in the form of Exhibit Q attached hereto, duly executed by Sellerorder to comply with Treasury Regulations promulgated pursuant to Code Section 1445; and (xiiih) a broker’s lien affidavit in the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved]All other items or documents reasonably necessary or appropriate under this Agreement.

Seller’s Deliveries. On or before the Closing Date, Seller shall deliver to Purchaser, duly executed and acknowledged where required: (a) [Reserved] (b) The Sellers shall deliver Deeds for the following documents at the Closing: (i) a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing; (iii) with respect to each Real Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached C hereto, duly executed by pursuant to which the relevant Seller, which deed, upon proper recording by the Buyer, Real Property (other than Real Property leased pursuant to Section 11.1 hereof) shall be sufficient transferred to transfer Purchaser "AS IS", "WHERE IS" and convey to with all faults but with the Buyer benefit of any statutory quitclaim covenants (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property"Quitclaim Deeds"); (ivb) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) A xxxx of sale for the Purchased Assets in substantially the form of Exhibit L attached D hereto, duly executed by pursuant to which the relevant Seller, which Improvement Deed, upon proper recording by Purchased Assets (other than the Buyer, Real Property) shall be sufficient transferred to transfer Purchaser "AS IS", "WHERE IS" and convey to the Buyer (or a Designated Subsidiary) with all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Propertyfaults; (vc) An assignment and assumption agreement with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, Assumed Liabilities in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached E hereto (an “the "Assignment of Asset-Related Property”and Assumption Agreement"); (Ed) an Association AssignmentTo the extent applicable, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices lease assignment and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) assumption agreements with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning each of the Foreign Investment in Real Property Tax Act of 1980, as amended, Branch Leases and ATM Lease Agreements in substantially the form of Exhibit P attached F hereto (the "Lease Assignments"); (e) To the extent applicable, subject to the provisions of Section 8.3, such consents of landlords under the Branch Leases and ATM Lease Agreements as shall be required pursuant to the terms of such Branch Leases and ATM Lease Agreements to the assignment of the Branch Leases and ATM Lease Agreements to Purchaser and to the release of Seller from liability thereunder (the "Landlord Consents"); (f) An Officer's Certificate in substantially the form of Exhibit G hereto; (xiig) An opinion of counsel of Seller and Fleet (which opinion may be from in-house counsel), dated the Closing Date, in form and substance reasonably satisfactory to Purchaser to the effect that: (i) each of Seller and Fleet is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation or incorporation, with full corporate power and authority to enter into and perform its obligations under this Agreement; and (ii) this Agreement has been duly and validly authorized, executed and delivered by each of Seller and Fleet and (assuming due authorization, execution and delivery by Purchaser and Enterprise) is a title affidavit legal, valid and binding obligation of each of Seller and Fleet, enforceable against each of Seller and Fleet in accordance with its terms, except as enforcement may be limited by receivership, conservatorship, and supervisory powers of bank regulatory agencies generally as well as bankruptcy, insolvency, reorganization, moratorium or other laws of general applicability relating to or affecting creditor's rights, or the limiting effect of rules of law governing specific performance, equitable relief and other equitable remedies or the waiver of rights or remedies; (h) The Draft Closing Statement; (i) The resignation of Seller as trustee or custodian, as applicable, with respect to each XXX, Xxxxx Plan or Employee Pension Plan deposit account included in the Deposit Liabilities and the designation of Purchaser as successor trustee or custodian with respect thereto; (j) A limited power of attorney granting Purchaser the authority to execute certain documents on behalf of Seller in substantially the form of Exhibit Q attached H hereto; (k) The FIRPTA Affidavits; (l) To the extent applicable, duly executed by Sellerthe Collateral Agency Agreement and the Collateral Assignment Instruments; (m) Physical possession of all Purchased Assets as are capable of physical delivery; (n) Possession of all loan files held in the Facilities and collateral in the custody of Seller relating to the Loans; and (xiiio) a broker’s lien affidavit in Such other documents as are necessary to effect the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved]transactions contemplated hereby as Purchaser shall reasonably request.

Seller’s Deliveries. Upon the terms and subject to the conditions herein set forth, at the Closing (a) [Reserved] (b) The unless otherwise set forth below), simultaneously with Purchaser’s deliveries hereunder, Sellers shall deliver to Purchaser all of the following documents at the Closingdocuments, certificates and instruments: (i) a one or more certificates representing the Acquired Equity Interests, duly endorsed in blank or accompanied by one or more stock powers or other similar instruments duly executed Secretary’s Certificate from each in blank, and such other documents duly executed by Equity Seller (or the general partner or managing member Acquired Entity, in each case in form and substance reasonably satisfactory to Purchaser, effecting the transfer from Equity Seller to Purchaser of such Seller, where appropriate) certifying that such Seller has taken all necessary action ownership of and title to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amendedAcquired Equity Interests; (ii) an executed Incumbency Certificate from certificates evidencing the valid existence and good standing of each Seller and the Acquired Entity, in each case issued by the applicable Governmental Authority in such entity’s jurisdiction of organization, as of a date not more than five (or 5) Business Days prior to the general partner or managing member Closing Date; (iii) a certificate of an authorized officer of Seller Parent certifying as to (A) the Organizational Documents of Seller Parent, Equity Seller, Asset Seller and the Acquired Entity being in full force and effect as of the Closing, with a certified copy of such SellerOrganizational Documents attached thereto, where appropriate(B) certifying resolutions having been duly and properly adopted by the authority appropriate governing bodies of Seller Parent, Equity Seller and Asset Seller authorizing the execution, delivery and performance of this Agreement by each and being in full force and effect as of the Closing, with a certified copy of such resolutions attached thereto, and (C) the incumbency and signatures of the officers of such Seller (or the general partner or managing member of such SellerParent, where appropriate) to execute Equity Seller and Asset Seller executing this Agreement and the any other documents delivered by such Seller to the Buyer Sellers at the Closing; (iiiiv) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached heretoTransition Services Agreement, duly executed by the relevant Equity Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leasesthe Leasing Agreement, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment Equity Seller and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Asset Seller; (vi) the Closing StatementAmendment to the JV Agreement, duly executed by each of the members of the Acquired Entity; (vii) the Subcontract, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, Acquired Entity and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunderEquity Seller; (viii) a closing certificate in the form Xxxx of Exhibit O attached heretoSale, duly executed by Asset Seller; (ix) all the Assumption Agreement, duly executed by Asset Seller; (x) within thirty (30) days of the Closing, certificates of title or origin (or like documents) with respect to any Acquired Assets for which a certificate of title or origin is required in order to transfer tax returns which are required title; (xi) the consents, waivers or approvals obtained by law and Sellers with respect to the regulations issued pursuant thereto in connection with the payment of all state Acquired Assets or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto;; and (xii) a title affidavit such other bills of sale, assignments and other instruments of transfer or conveyance as may be reasonably requested by Purchaser on the Closing Date necessary to carry out the purposes of this Agreement. In addition to the above deliveries, Sellers shall use commercially reasonable efforts to take any actions reasonably request by Purchaser, or as may otherwise be necessary, to put Purchaser in actual possession or control of the form of Exhibit Q attached hereto, duly executed by Seller; and (xiii) a broker’s lien affidavit in Acquired Assets and the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved]Acquired Equity Interests.

Seller’s Deliveries. (a) [Reserved] (b) The Sellers shall deliver the following documents at At the Closing, Seller shall deliver, or Seller shall cause the applicable Subsidiary to deliver, to Buyer: (i) physical possession of the Purchased Assets, together with all files, books and records relating thereto; (ii) a Patent Assignment and a Trademark Assignment, in each case, in substantially the form attached hereto as Exhibit I (collectively, the “Assignments of Patents and Trademarks”) duly executed by Seller and each Subsidiary; (iii) such bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as are necessary to vest in Buyer all right, title and interest of Seller and each Subsidiary in and to the Purchased Assets, free and clear from any and all Encumbrances whatsoever, in form and substance reasonably satisfactory to Buyer, duly executed by Seller and each Subsidiary; (iv) documentation in form and substance satisfactory to Buyer and Buyer’s counsel providing for the termination and release of any and all Encumbrances on the Purchased Assets, if any; (v) all third party consents, approvals, authorizations, exemptions, waivers and permits as such as listed on Exhibit B hereto; (vi) a certificate as to the corporate good standing of Seller and PBP from the Treasurer of the State of New Jersey and of Orthopedics from the Secretary of State of the State of Delaware; (vii) a duly executed Secretary’s Certificate from incumbency certificate relating to each person executing any document executed and delivered by Seller or any Subsidiary pursuant hereto, in form and substance reasonably satisfactory to Buyer; (viii) a copy of the resolutions or any written consent action of the general partner Board of Directors and shareholders of Seller authorizing and approving this Agreement and the Seller Ancillary Documents to be executed and delivered by Seller or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder any Subsidiary pursuant hereto and the consummation of all of the transactions contemplated hereby and that such authorization has not been revokedthereby, modified or amendedcertified by the secretary of Seller; (iiix) an executed Incumbency Certificate from each Seller (or copies of the general partner or managing member certificate of such incorporation and bylaws of Seller, where appropriate) certifying certified, with respect to the authority certificate of incorporation, by the Treasurer of the officers State of such Seller (or the general partner or managing member of such SellerNew Jersey and, where appropriate) to execute this Agreement and the other documents delivered by such Seller with respect to the Buyer at bylaws, by the Closingsecretary of Seller; (iiix) copies of the certificate of organization and limited liability company operating agreement of (A) PBP, certified, with respect to each Property that is not a Ground Leased Propertythe certificate of organization, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached hereto, duly executed by the relevant Treasurer of the State of New Jersey and, with respect to the operating agreement, by the secretary of Seller, which deedand (B) Orthopedics, upon proper recording certified, with respect to the certificate of organization, by the BuyerSecretary of State of the State of Delaware and, shall be sufficient to transfer and convey with respect to the Buyer (or a Designated Subsidiary) all operating agreement, by the secretary of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (ivxi) with respect to each Ground Leased Propertythe employee covenants, an improvements only deed as required by Applicable Law (an “Improvement Deed”) substantially in substantially the form of attached hereto as Exhibit L attached hereto, duly executed by J (the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of SaleEmployee Covenants”), duly executed by each Product Employee; (xii) the relevant part-time consulting agreement, substantially in the form attached hereto as Exhibit L, between Buyer and Xxxx Xxxxxxxx (the “Xxxxxxxx Consulting Agreement”), duly executed by Xxxx Xxxxxxxx; (xiii) the part-time consulting agreement, substantially in the form attached hereto as Exhibit M between Buyer, Seller and Xxxxxx Xxxxx (the “Xxxxx Consulting Agreement”), duly executed by Xxxxxx Xxxxx and Seller; (xiv) the Rights Agreement, duly executed by Pipeline Biotechnology, LLC and Pipeline Biotechnology Holdings, Inc.; (xv) amendments to each of the Technology Development Agreements listed on Exhibit F in the manner contemplated by Section 6(f)(i) and as set forth on Exhibit G, in each case, duly executed by Seller and the applicable Physician; and Payment Confirmation from each Physician party to a Technology Development Agreement listed on Exhibit F; (xvi) evidence of filing of New Jersey bulk sales notification and satisfaction of any related New Jersey tax liabilities; (xvii) a certificate signed by an officer of Seller reasonably acceptable to Buyer certifying that, except for any changes permitted by the terms of this Agreement or consented to in writing by Buyer, each of the representations and warranties made by Seller in this Agreement, and each of the statements contained in the schedules or in any instrument, list, certificate or writing delivered by or on behalf of Seller or any Subsidiary pursuant hereto, were true and correct in all respects when made and are true and correct in all material respects (except for any representation or warranty that is qualified by materiality, in which case such representation is true and correct in all respects) at and as of the Closing Date as though such representations, warranties and statements were made or given on and as of the Closing Date; (xviii) an amendment, assignment and assumption of lease agreement, in substantially the form of attached hereto as Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by N (the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts“Landlord Consent”), duly executed by Seller, each landlord under the relevant SellerReal Property Leases and each ground lessor, if any, of the Leased Real Properties; (Dxix) an assignment Shareholder Letters, executed by holders of all warrantiesnot less than 80% of the issued and outstanding shares of Seller, permitswhich holders shall include, licenses among others, Xxxxxx Xxxxxx and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”)Xxxxxxx Xxxxx; (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viiixx) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099non-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amendedcompetition agreement, in substantially the form of attached hereto as Exhibit P attached hereto; O (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiii) a broker’s lien affidavit in the form of Exhibit R attached hereto“Non-Competition Agreement”), duly executed by each applicable brokerof Xxxx Xxxxxxxx, Xxxx XxXxxxxx, Xxxx Xxxxxxxx and Xxxxxx Xxxxx; (cxxi) [Reserved]; (d) [Reserved]a certification from Seller and each Subsidiary, in form and substance reasonably satisfactory to Buyer, certifying that each such person is not a foreign person within the meaning set forth in Treasury Regulation Section 1.1445-2(b), duly executed by Seller and each Subsidiary; and (exxii) [Reserved]all other documents, instruments or writings required to be delivered to Buyer at or prior to Closing pursuant to this Agreement and such other certificates of authority and documents as Buyer may reasonably request.

Seller’s Deliveries. (a) [Reserved] (b) The Sellers shall deliver the following documents at the Closing: (i) a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize Concurrently with the execution of all documents being this Agreement, Seller delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended;to Buyer (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing; (iii) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (Ba) a xxxx of sale and assignment in such form as may be mutually agreeable to the Seller Parties and Buyer (a “Xxxx of the "XXXX OF Sale”"), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (Db) an assignment of all warranties, permits, licenses and other Asset-Related Property assumption agreement in the such form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall may be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) with respect agreeable to the Properties located in North Carolina, a form 1099-NRS Seller Parties and Buyer (Non-Resident Sellerthe "ASSUMPTION AGREEMENT"), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; (c) a sublease such form as may be mutually agreeable to the Seller Parties and Buyer (the "ARDMORE SUBLEASE AGREEMENT"), duly executed by The Xxx Group, Inc., a Texas corporation and a wholly owned subsidiary of T-3 ("TRGI"), whereby Buyer will sublease from TRGI certain premises currently utilized by Seller, as more particularly described therein; and (xiiid) a broker’s lien affidavit Consent to Sublease in such form as may be mutually agreeable to the Seller Parties and Buyer (the "CONSENT TO SUBLEASE"), duly executed by TRGI and each Lessor (as that term is defined in the Ardmore Sublease Agreement); (e) a Transitional Services Agreement in such form of Exhibit R attached heretoas may be mutually agreeable to the Seller Parties and Buyer (the "TRANSITIONAL SERVICES AGREEMENT"), duly executed by Seller and T-3; (f) a Landlord's Consent in such form as may be mutually agreeable to SouthTrust Bank, an Alabama banking corporation and Buyer's lender ("SOUTHTRUST"), each Lessor (as that term is defined in the Ardmore Sublease Agreement), the Seller Parties and Buyer (the "LANDLORD'S CONSENT"), duly executed by each applicable brokerLessor and each Seller Party; (cg) [Reserved]a Sublandlord's Consent in such form as may be mutually agreeable to SouthTrust, TRGI, the Seller Parties and Buyer (the "SUBLANDLORD'S CONSENT" and, together with the Promissory Note, the Xxxx of Sale, the Assumption Agreement, the Ardmore Sublease Agreement, the Consent to Sublease and the Landlord's Consent, the "RELATED AGREEMENTS"), duly executed by TRGI and each Seller Party; (dh) [Reserved]UCC-3 termination statements as are required to terminate and release all liens on the Purchased Assets; and (ei) [Reserved]certificates, dated as of a date no earlier than 15 days before the Effective Date and Time, duly issued by the appropriate governmental authority in the State of Texas, reflecting that Seller is in existence and in good standing in such state.

Seller’s Deliveries. At Closing, Seller shall deliver, or cause to be delivered to Purchaser (which shall mean, for purposes of this Section any permitted assignee of Purchaser to which Purchaser has assigned this Agreement prior to Closing), the following, each of which shall be in form and substance acceptable to Purchaser and, in the case of documents of transfer or conveyance, shall be accepted or consented to by all parties required to make such transfer or conveyance effective, each executed by Seller except as otherwise specified below: (a) [Reserved] (b) The Sellers shall deliver the following documents at the Closing: (i) a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing; (iii) with respect to each Property that is not a Ground Leased Property, a special/limited recordable statutory warranty deed (a “Deed”) in substantially the form of which is attached as Exhibit K attached heretoD from Seller to Purchaser, duly executed by the relevant Selleror its assignee, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference (the “Deed”); (b) a Xxxx of Sale substantially in the form attached hereto as Exhibit E transferring to such Property; (iv) with respect Purchaser all of Seller’s right, title and interest in and to each Ground Leased and every item of Fixtures and Tangible Personal Property, an improvements only deed as required by Applicable Law Documents, and Consumables to be transferred hereunder (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; ; (Cc) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property Assumption Agreement in the form of Exhibit N attached hereto as Exhibit F conveying and transferring to Purchaser all of Seller’s right, title and interest in, to and under all of the Bookings, the Hotel Contracts disclosed on Schedule 5.01(d), the Space Leases disclosed on Schedule 5.01(e)(including any guarantees under the Space Leases), Permits (an other than Excluded Permits) and all other Miscellaneous Hotel Assets with (i) the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, suits, proceedings, costs and expenses (including, but not limited to, reasonable attorney’s fees) arising in connection with the foregoing and relating to the period of time prior to the Closing and (ii) the corresponding agreement of Purchaser to indemnify Seller for claims arising in connection with the foregoing and relating to the period of time after the Closing other than with respect to any claims for any Retained Liabilities (the “Assignment of Asset-Related Propertyand Assumption Agreement”); ; (Ed) an Association Assignment, duly executed by a FIRPTA Certificate in the relevant Seller, together with evidence form attached hereto as Exhibit G; (e) notices to Space Lessees and third parties to Hotel Contracts of the resignation, with effect as change in ownership of the applicable Hotel and such estoppels and subordination agreements required by Purchaser in connection with the Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships ; (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vif) the Closing Statement; (g) Certificate of Titles, duly executed transferring title to all automobiles, trucks or other titled vehicles included as Fixtures and Tangible Personal Property in accordance with applicable Legal Requirements; (h) If required by the Sellers; (vii) Title Company, such other assignmentsdocuments, instruments of transferif any, and other documents as the Buyer or Escrow Agent may be reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this AgreementTitle Company, in each case, as prepared and duly executed on forms customarily used by the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiii) a broker’s lien affidavit in the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved].Title

Seller’s Deliveries. At the Closing, Seller shall deliver to Buyer or Advantage Reimbursement, LLC, as applicable, all of the following: (a) [Reserved]a copy of the Certificate of Incorporation of Seller certified as of a recent date by the Secretary of State of the State of Delaware; (b) The Sellers shall deliver a certificate of good standing of Seller issued as of a recent date by the following documents at Secretary of State of the Closing:State of Delaware; (c) a certificate of the Chief Executive Officer of Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to: (i) no amendments to the Certificate of Incorporation of Seller since a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; specified date; (ii) an executed Incumbency Certificate from each Seller the Bylaws of Seller; (or iii) the general partner or managing member of such Seller, where appropriate) certifying the authority resolutions of the officers Shareholders and board of such directors of Seller (or authorizing the general partner or managing member execution, delivery and performance of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such transactions contemplated hereby; and (iv) incumbency and signature of the officer of Seller to the Buyer at the Closingexecuting this Agreement; (iiid) with respect to the certificates of Seller and each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially of the form of Exhibit K attached heretoShareholders contemplated by Sections 8.1 and 8.2, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer an authorized officer of Seller and convey to the Buyer (or a Designated Subsidiary) all each of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such PropertyShareholders, respectively; (ive) with respect to each Ground Leased Propertythe Xxxx of Sale, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of attached hereto as Exhibit L attached hereto, duly executed by A (the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”) duly executed by Seller; (f) the General Assignment, in the form attached hereto as Exhibit B (the “General Assignment”), duly executed by Seller. (g) (i) the relevant SellerAssignment and Assumption Agreement, in substantially the form of attached hereto as Exhibit M C (the “Mediware Assignment and Assumption Agreement”), and (ii) the Assignment and Assumption Agreement, in the form attached heretohereto as Exhibit D (the “Advantage Reimbursement, relating to all fixturesLLC Assignment and Assumption Agreement”), chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, each duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (Gh) all keys consents, waivers or approvals obtained by Seller with respect to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased PropertyPurchased Assets, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer Advantage Reimbursement Performed Contracts or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement; (i) Employment Agreements in the forms attached hereto as Exhibit E-1 and E-2, in each case, as prepared and duly executed by the relevant Sellerapplicable individuals; (xj) the Indemnification Agreement, in the form attached hereto as Exhibit F (the “Indemnification Agreement”), duly executed by Seller, Advantage Reimbursement, Xxxxxxx and Xxxxxxxxx. (k) certificates of title or origin (or like documents) with respect to any equipment included in the Properties located Purchased Assets for which a certificate of title or origin is required in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Sellerorder to transfer title; (xil) an affidavit that the relevant Seller is not a “foreign person” within the meaning assignments, in recordable form, with respect to each of the Foreign Investment Copyrights, Patents, and trademarks included in Real Property Tax Act of 1980the Purchased Assets, as amended, duly executed by Seller and in substantially the form of Exhibit P attached heretoand substance reasonably satisfactory to Buyer; (xiim) a title affidavit evidence, in form and substance reasonably satisfactory to Buyer, of the release of all Liens on the Purchased Assets; (n) an opinion of Seller’s legal counsel, dated the Closing Date, in the form of Exhibit Q G hereto; (o) tax clearance certificates from the State of Rhode Island and the Commonwealth of Massachusetts, as applicable, which show that Buyer is not required to withhold any portion of the Healthcare Automation Purchase Price to satisfy any unpaid tax liabilities of Seller; (p) such other bills of sale, assignments and other instruments of transfer or conveyance as Buyer or Advantage Reimbursement, LLC may reasonably request or as may be otherwise necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets to Buyer or the assignment of the Advantage Reimbursement Performed Contracts to Advantage Reimbursement, LLC; and (q) the Domain Name Transfer Agreement, in the form attached hereto, hereto as Exhibit H (the “Domain Agreement”) duly executed by Seller; and (xiii) a broker’s lien affidavit in the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved].

Seller’s Deliveries. At the Closing, Seller shall deliver (or cause to be delivered) to the Title Company all of the following instruments, each of which shall have been duly executed and, where applicable, acknowledged and/or sworn, on behalf of Seller, and shall be dated to be effective as of the Closing Date: (a) [Reserved]The Deed. (b) The Sellers shall deliver Bxxx of Sale and General Assignment. (c) The Assignment and Assumption Agreement. (d) A bills paid affidavit verifying that there are no unpaid bills or claims for labor performed or materials furnished to the following documents at Property prior to the Closing:, and by which Seller indemnifies and holds Purchaser and Title Company harmless from any loss, liability, cost or expense of Purchaser resulting from or incident to claims against the Property. (e) Certificate(s)/Registration of Title for any vehicle owned by Seller and used in connection with the Property (if any). (f) The FIRPTA Certificate. (g) The “bring-down certificate” specified in Section 5.1(b). (h) An owner’s title affidavit and gap indemnity (to the extent required by the Title Company), each duly executed and acknowledged by Seller. (i) a duly executed Secretary’s Certificate from each Seller Such evidence, documents, affidavits and indemnifications as may be reasonably required by the Title Company and relating to: (or the general partner or managing member of such Seller, where appropriatei) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers persons executing the instruments delivered at Closing on behalf of such Seller (or have the general partner or managing member of such Seller, where appropriate) authority to execute this Agreement and the other documents delivered by such bind Seller to the Buyer at the Closing; perform its obligations set forth therein, (ii) mechanics’ or materialmens’ liens, (iii) with respect to each Property that is not a Ground Leased Propertyparties in possession, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (iv) with respect any other matters reasonably required to each Ground Leased Propertyenable the Title Company to issue the Title Policy and endorsements thereto, an improvements only deed as in form and content satisfactory to Purchaser and the Title Company. (j) Any other document or instrument specifically required by Applicable Law (an “Improvement Deed”) in substantially this Agreement. Seller shall also cause the form of Exhibit L attached hereto, duly executed by Manager to deliver to Purchaser or make available to Purchaser at the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (Ak) an Assignment of Leasesall original Warranties, duly executed Guarantees, and Hotel Agreements to be assigned to and assumed by Purchaser and in Seller’s or the relevant Seller, together with the original Leases;Manager’s possession, (Bl) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Sellerinformation as to all Advance Bookings, in substantially reasonable detail so as to enable the form of Exhibit M attached hereto, relating Purchaser to all fixtures, chattels, equipment and articles of personal property owned by honor the relevant Seller which Seller’s commitments in that regard, (m) information as to outstanding Accounts Receivable as of midnight on the Closing Date are located upon or attached date prior to the Property;Closing, including the name of each account and the amount due, (Cn) an Assignment of Contractsall keys, duly executed by the relevant Seller; (D) an assignment of all warrantiespasswords, permitsaccess cards, licenses combinations, codes and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices similar entry or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) control devices with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiii) a broker’s lien affidavit in the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved]Property.

Seller’s Deliveries. On or before the Closing Date, Seller shall deliver or cause to be delivered to Purchaser or to Escrowee the following Closing documents and other items, each of which shall be in form and substance reasonably acceptable to counsel for Purchaser: (a) [Reserved] (b) The Sellers shall deliver the following documents at the Closing: (i) a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amendedDeed; (ii1) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority ’s assignment of the officers Contracts, (2) Seller’s assignment of such Seller the Leases, (or 3) Seller’s assignment of the general partner or managing member Licenses, and (4) Seller’s assignment of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing; (iii) with respect to each Property that is not a Ground Leased Intangible Personal Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a2.l(b), each of which assignment documents referenced in this subsection (b) hereof; and (I) for each Ground Leased Property, an Assignment shall contain Seller’s indemnification of Ground Leases, duly executed by the relevant Seller; (vi) Purchaser from and against all obligations and liabilities of Seller thereunder arising or accruing prior to the Closing Statement, duly executed by the Sellers; Date (vii) such other assignments, instruments of transferexcepting therefrom any obligations for which Purchaser receives a proration credit at Closing, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns any obligations for which are required by law and the regulations issued Purchaser expressly assumes liability pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Sellerterms hereof), executed by or any obligations relating to any tenant to the relevant Seller; (xiextent described in Section 6.2(d) an affidavit that above, subject to the relevant Seller is not a “foreign person” within the meaning provisions of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiii) a broker’s lien affidavit in the form of Exhibit R attached hereto, duly executed by each applicable broker;Section 17.3 below. (c) [Reserved]Seller’s warranty xxxx of sale as provided in Section 2.l(c); (d) [Reserved]Originals (to the extent in Seller’s possession) or copies of all Contracts, Leases and Licenses relative to the Real Property or Personal Property (or any portion thereof); (e) Letters to tenants under the Leases (in a form reasonably acceptable to Purchaser) advising that the Land and Building has been sold to Purchaser (or as Purchaser may otherwise designate), directing payment of rental in accordance with the directions of Purchaser, and directing tenants to deliver to Purchaser within a reasonable period after the Closing Date, endorsements of any insurance policies required under the tenant’s Lease, deleting the interests of Seller with regard to occurrences thereafter arising and adding the interest of Purchaser as landlord; (f) All keys held away from the Property by Seller to the Building; (g) The Title Policy (or an unconditional commitment from the Title Insurer to issue same); (h) Any required state, county and municipal transfer declarations; (i) (1) an executed Affidavit in the form attached hereto as Exhibit 14.2(i); or (2) a qualifying statement from the U.S. Treasury Department that the transaction is exempt from the withholding tax requirement imposed by Section 1445A of the Internal Revenue Code and the rules and regulations promulgated thereunder (“Section 1445A”). In the event Seller fails to deliver either the Affidavit or the qualifying statement as aforesaid, Seller agrees that Purchaser may, at Closing, deduct and withhold from the proceeds that are due to Seller the amount necessary to comply with the withholding tax requirement imposed by Section 1445A. Purchaser shall deposit the amount so withheld in escrow with the Escrowee pursuant to terms and conditions acceptable to Seller, Purchaser and the Escrowee, but in any event, complying with Section 1445A; and (ej) [Reserved]Such other documents, instruments, certifications and confirmations as may be reasonably required and designated by the Title Insurer to fully effect and consummate the transactions contemplated hereby.

Seller’s Deliveries. (a) [Reserved] (b) The Sellers Seller, and Seller’s Affiliates, as applicable, shall deliver to Buyer, or to the following documents at the Closingextent any Assets are owned by Seller’s Affiliates, shall cause Seller’s Affiliates to deliver to Buyer: (i) a duly executed Secretary’s Certificate from each Seller (or All right, title and interest in, to and under the general partner or managing member of such SellerAssets to be conveyed, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution free and clear of all documents being delivered hereunder Liens and the consummation of all of the transactions contemplated hereby and that such authorization has not been revokedencumbrances, modified or amendedto Buyer hereunder; (ii) an One or more Xxxx of Sale, Assignment and Assumption Agreements, substantially in the form of Exhibit A, conveying all right, title and interest in, to and under the Assets to be conveyed to Buyer hereunder, free and clear of all Liens, and such other instruments and agreements, duly executed Incumbency Certificate from each Seller (or the general partner or managing member of such by Seller, where appropriate) certifying the authority as may be reasonably necessary to effect Seller’s assignment of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the ClosingAssumed Liabilities; (iii) with respect All necessary consents, estoppels, approvals, authorizations or other documents from third parties in a form reasonably satisfactory to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached hereto, duly executed Buyer required to be obtained by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (Seller or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such PropertyAffiliates hereunder; (iv) with respect to each Ground Leased PropertyAll necessary consents, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached heretoestoppels, duly approvals, authorizations or other documents executed by the relevant Seller, ’s Affiliates in a form reasonably satisfactory to Buyer which Improvement Deed, upon proper recording by the Buyer, shall be sufficient are necessary to transfer and convey to Buyer the Buyer (or a Designated Subsidiary) all of the relevant Assets owned by Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased PropertyAffiliates; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment A true and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment correct list of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed Medicaid Members who have been authorized by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Seller to be admitted for hospitalization on a date following Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed plus documentation utilized by the relevant Seller; (G) all keys Seller to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Sellermake such authorization; (vi) Copies of the Closing Statement, resolutions duly executed adopted by the SellersBoards of Directors of Seller or Parent authorizing Seller’s or Parent’s execution, delivery and performance of this Agreement and of all documents related hereto or contemplated herein; (vii) such other assignments, instruments of transfer, and Such other documents as reasonably required by Buyer to transfer fully the Assets and Assumed Liabilities to Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder;; and (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result Each of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiii) a broker’s lien affidavit in the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved]items required under Article VI.

Seller’s Deliveries. Subject to the fulfillment or waiver of the conditions set forth in Section 6.1, at Closing Seller shall deliver to Purchaser physical possession of the Leased Premises and all tangible Purchased Assets, and shall execute (where applicable in recordable form) and deliver or cause to be executed and delivered to Purchaser all of the following: (a) [Reserved]a closing certificate executed by the Secretary or Assistant Secretary of Seller (or any other officer of Seller specifically authorized to do so), on behalf of seller, pursuant to which the Seller certifies and attaches to such certificate (i) a true, correct, and complete copy of Seller’s Organizational Documents, each as amended to the Closing Date, (ii) a certificate of good standing of Seller, issued not earlier than ten (10) days prior to the Closing Date by the Secretary of State of Delaware, (iii) the incumbency and specimen signatures with respect to the officers of Seller executing this Agreement and Seller’s Ancillary Documents on behalf of Seller, and (iv) the true, correct, and complete resolutions of the Board of Directors of Seller, authorizing the execution, delivery and performance of this Agreement and Seller’s Ancillary Documents; (b) The Sellers shall deliver the following documents at the Closing: (i) a closing certificate duly executed Secretary’s Certificate from each by the President of Seller (or the general partner or managing member any other officer of such Seller specifically authorized to do so), on behalf of Seller, where appropriate) certifying pursuant to which Seller represents and warrants to Purchaser that such Seller has taken all necessary action Seller’s representations and warranties to authorize the execution of all documents being delivered hereunder Purchaser are true and the consummation of all correct as of the transactions contemplated hereby and Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Seller on or before the Closing Date, to the extent not waived by Purchaser in writing, have been so performed (or, if any such authorization covenant has not been revokedso performed, modified or amendedindicating that such covenant has not been performed), and that all documents to be executed and delivered by Seller at the Closing have been executed by duly authorized officers of Seller; (iic) an the Bxxx of Sale, Assignment and Assumption Agreement, duly executed Incumbency Certificate from each Seller (or the general partner or managing member of such by Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing; (iiid) with respect to each Property that is not a Ground Leased Propertyreleases of all liens and other encumbrances and security interests held by any creditor of Seller on any of the Purchased Assets, a special/limited warranty deed including, without limitation, UCC-2 and/or UCC-3 termination statements; (a “Deed”e) in substantially the form of Exhibit K attached heretoLandlord’s Consent, duly executed by the relevant landlord for the Leased Premises and Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (ivf) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached heretoCustomer Contract Assignments, duly executed by Seller and the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey other parties to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased PropertyContracts assigned thereby; (vg) with respect a release and acknowledgement related to each Property: (A) an Assignment Seller’s prior ownership of Leasesequity in Purchaser, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (Fh) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached heretoTransition Agreements, duly executed by Seller; and (xiiii) a brokerwithout limitation by specific enumeration of the foregoing, all other documents reasonably required to confirm the conveyance of the Purchased Assets or give further effect to Seller’s lien affidavit in the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved]agreements as set forth herein.

Seller’s Deliveries. At the Effective Time, Seller shall convey to Buyer the Transferred Assets, free and clear of any lien, pledge, hypothecation, mortgage, security interest, trust, preference, option, claim, charge, encumbrance or restriction of any nature (a) [Reserved] (b) The Sellers collectively, “Liens”), and in furtherance thereof Seller shall deliver deliver, or cause to be delivered, to Buyer the following documents at on the ClosingClosing Date: (i) a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member Bxxx of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder Sale and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Assumption Agreement and the other documents delivered by such Seller to the Buyer at the Closing; (iii) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form attached hereto as Exhibit A (the “Bxxx of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer Sale and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of SaleAssumption Agreement”), duly executed by Seller assigning the relevant Seller, in substantially the form of Exhibit M attached hereto, relating Transferred Assets to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the PropertyBuyer; (Cii) a Special Warranty Deed for Texas and an Assignment Act of ContractsSale With Limited Warranty for Louisiana with respect to the Real Property, in each case, in such customary form as shall be agreed by the parties hereto (each a “Real Estate Transfer Document” and collectively, the “Real Estate Transfer Documents”), duly executed by the relevant Seller; (Diii) an assignment any such other bills of all warrantiessale, permitsassignments, licenses certificates of title, documents and other Asset-Related Property in the form instruments of Exhibit N attached hereto (an “Assignment of Asset-Related Property”)transfer and conveyance as Buyer shall reasonably request; (Eiv) an Association Assignmentestoppel certificates (collectively, duly the “Estoppel Certificates”), in such customary form as shall be agreed by the parties hereto, executed by all parties other than Seller to the relevant Sellermaterial Assigned Contracts and any leases, together with evidence of the resignation, with effect in each case as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documentsreasonably required by Buyer; (Fv) any required real property affidavit or statement with respect to the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Real Property which are located in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters State of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant SellerLouisiana; (vi) the Closing Statement, duly executed a zoning certificate issued by the Sellersgovernment authority that has zoning jurisdiction over the Real Property or a zoning opinion letter of counsel, in either case, in a form reasonably acceptable to Buyer; (vii) such other assignmentsNon-Compete Agreements in substantially the form attached hereto as Exhibit B (each a “Non-Compete Agreement” and collectively, instruments the “Non-Compete Agreements”), duly executed by each of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunderpersons named on Annex B; (viii) a closing certificate Employment Agreements in substantially the form forms attached hereto as Exhibits C-1, C-2, C-3 and C-4 (each an “Employment Agreement” and collectively, the “Employment Agreements”), duly executed by each of Exhibit O attached heretothe persons named on Annex B; (ix) all transfer tax returns which are required by law and an Investor Rights Agreement in substantially the regulations issued pursuant thereto in connection with form attached hereto as Exhibit D (the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this “Investor Rights Agreement”), in each case, as prepared and duly executed by the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident SellerForeign Seller Affidavit (as defined in Section 2.11(c) below), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by on behalf of Seller; and (xiiixi) a broker’s lien affidavit certificate or certificates executed on behalf of Seller, certifying (A) that the representations and warranties of Seller contained in this Agreement are true and correct in all material respects, in each case on the form date of Exhibit R attached heretothis Agreement and on the Closing Date as though made on the Closing Date, duly executed except to the extent such representations and warranties speak only as of an earlier date, (B) that Seller has performed and complied with all agreements, covenants and conditions contained in this Agreement to be performed or complied with by each applicable broker; Seller upon or prior to Closing, (cC) [Reserved]; as to the absence of any Material Adverse Effect on the Business prior to the Closing and (dD) [Reserved]; and (e) [Reserved]incumbency.

Seller’s Deliveries. (a) [Reserved] (b) The Sellers At the Closing on the Closing Date Seller shall deliver the following documents at the Closingto Buyer: (i) a duly executed Secretary’s Certificate from each Seller (such bills of sale, deeds, trademark and fictitious business name assignments and all other instruments of sale, conveyance, assignment and transfer as are sufficient in the opinion of the Buyer and its counsel to vest in Buyer and its successors or assigns the general partner or managing member absolute, legal and equitable title, free and clear of such Sellerany and all debts, where appropriate) certifying that such Seller has taken all necessary action liens, attachments and encumbrance, to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended;Acquired Assets. (ii) If required under law, Seller shall deliver a list of the assets sold, a list of the names and addresses of Seller's creditors and an executed Incumbency Certificate Affidavit of Mailing, all in conformity with the bulk transfer provisions of Article 6 of the New York version of the Uniform Commercial Code or, alternatively, an indemnification acceptable in form and content to Buyer and Buyer's legal counsel, indemnifying Buyer from each Seller (any liabilities Buyer may incur by reason of the failure of the parties or the general partner or managing member of transaction to comply with such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing;bulk transfer provisions. (iii) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached heretoCertificate, duly executed by Seller; and's corporate secretary or assistant secretary, attesting to the passage and continuing effectiveness of resolutions by each Seller's corporate Board of Directors, authorizing the signing of this Asset Purchase Agreement and the consummations of the transactions contemplated hereunder. (xiiiiv) a broker’s lien affidavit in the form of Exhibit R attached heretoCertificate, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (Seller's corporate secretary or assistant secretary, attesting to the passage and continuing effectiveness of resolutions by the requisite majority of the shareholders of e) [Reserved]-Point, U.K. authorizing the signing of this Asset Purchase Agreement and the consummations of the transactions contemplated hereunder.

Seller’s Deliveries. (a) [Reserved] (b) The Sellers At the Closing, to effect the sale, transfer, conveyance, assignment and assumption referred to in Article II and the other transactions contemplated hereby, Seller shall deliver the following documents at the Closingto Purchaser: (i) a The Xxxx of Sale, Assignment and Assumption Agreement, duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such by Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (ii) [Intentionally Omitted;] (iii) The title certificate for any vehicles which are included in the Equipment, duly endorsed for transfer to Purchaser; (iv) Such other instruments of transfer reasonably requested by Purchaser to evidence the transfer of the Acquired Assets, including assignments with respect to Intellectual Property registered, filed or recorded with any Governmental Authority, in form suitable for registration, recordation or filing with such Governmental Authority, in each case, duly executed by Seller; (v) A certificate, dated the Closing Date, of an executed Incumbency Certificate from each officer of Seller certifying compliance by Seller with Section 7.2 and 7.3; (vi) A certificate of the secretary, assistant secretary or the general partner or managing member equivalent Person of such Seller, where appropriate) certifying the authority resolutions of the officers Members and/or Manager of such Seller (or approving the general partner or managing member execution, delivery and performance of such Seller, where appropriate) to execute this Agreement and the other documents delivered Related Agreements by such Seller to the Buyer at the Closing(together with an incumbency and signature certification regarding those officers signing on behalf of Seller); (iiivii) with respect A copy of Seller’s certificate of organization reflecting the amendment of such certificate to each Property that change the name of Seller to a name dissimilar to, and which is not a Ground Leased Propertysusceptible of confusion with “MSGalt & Company,” together with all filings required to effectuate the name change in each jurisdiction in which Seller is qualified to transact business; provided, a special/limited warranty deed however, that if the aforesaid filings have not been made at such time as all other conditions have been satisfied or waived, Seller shall provide Purchaser evidence thereof within five (a “Deed”5) Business Days after the Closing Date; (viii) An opinion of counsel to Seller, dated as of the Closing Date, in substantially form and substance satisfactory to Purchaser and covering the form of items set forth in Exhibit K attached heretoC; (ix) Senior Management Agreements, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant SellerGuarantors; (x) with respect A closing statement setting forth the net amount of the prorations under Section 3.2 and agreed to the Properties located in North Carolinaby Purchaser, a form 1099-NRS (Non-Resident Seller), duly executed by the relevant Seller; (xi) an affidavit Evidence satisfactory to Purchaser in its reasonable discretion that all Liens upon the relevant Seller is not a “foreign person” within the meaning Acquired Assets, other than Permitted Encumbrances, have been released as of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto;Closing Date; and (xii) a title affidavit in Possession of all Books and Records and Contracts included within the form of Exhibit Q attached heretoAcquired Assets located at the Leased Real Property (which shall be deemed delivered to Purchaser at Closing). In addition, duly executed by Seller; and (xiii) a broker’s lien affidavit in Seller shall use commercially reasonable efforts to deliver any other Books and Records and Contracts included within the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved]Acquired Assets to Purchaser as soon as practicable after the Closing.

Seller’s Deliveries. (a) [Reserved]Seller shall deliver to Title Company the original Grant Deed in the form attached hereto as Exhibit B (the “Deed”). (b) The Sellers Seller shall deliver to SF, in escrow, two duly executed counterpart originals of an assignment of Seller’s interest the following documents at Intangibles in the Closing:form attached hereto as Exhibit C (the “Assignment of Intangibles”). (ic) a Seller shall deliver to SF, in escrow, one duly executed Secretary’s Certificate from each Seller (or counterpart original of a Xxxx of Sale for the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize Personal Property in the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended;form attached hereto as Exhibit E. (iid) an Seller shall deliver to SF, in escrow, one duly executed Incumbency Certificate from each counterpart original of a certificate confirming Seller’s representations and warranties set forth herein or updating such representations if there have been any changes in the representations since the Effective Date. (e) Seller (or shall deliver to Title Company such evidence as the general partner or managing member of such Seller, where appropriate) certifying Title Company may reasonably require as to the authority of the officers person or persons executing documents on behalf of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing;. (iiif) with respect Seller shall deliver to each Property Title Company a certificate stating that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within as defined in the meaning of the Federal Foreign Investment in Real Property Tax Act of 19801980 and a State of California Form 593-W (collectively, as amendedthe “Non-Foreign Affidavits”). (g) Seller shall deliver to SF, in substantially escrow, the form of Exhibit P attached hereto;assigned Intangibles. (xiih) Seller shall deliver to Title Company a title affidavit full release and reconveyance of all monetary encumbrances affecting the Property which are not to be paid out of the proceeds of the Closing (other than the lien of current, non-delinquent real property taxes and assessments) and any mechanics’ liens, and such affidavits as may be customarily and reasonably required by the Title Company, in a form reasonably acceptable to Seller. (i) Upon the form Closing, Seller shall deliver to Purchaser possession and occupancy of Exhibit Q attached heretothe Property, subject to the Permitted Exceptions. (j) On or before the Closing, Seller shall deliver to SF, in escrow and/or Title Company as applicable, a closing statement reasonably acceptable to Seller duly executed by Seller; and. Purchaser and Seller shall cooperate in good faith with Title Company to prepare the final closing statement. (xiiik) a broker’s lien affidavit On or before the Closing, Seller shall deliver to SF, in escrow, and/or Title Company, as applicable, such additional documents as shall be reasonably required to consummate the form of Exhibit R attached hereto, duly executed transaction contemplated by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved]this Agreement.

Seller’s Deliveries. (a) [Reserved] (b) The Sellers On the Deposit Date, Seller shall deliver to Buyer physical possession of all tangible assets comprising the following documents at Acquired Assets. On the Closing: Deposit Date, Seller shall deliver to the Escrow Agent, to hold and deliver hereunder (i) a duly executed Secretary’s Certificate from each Seller bill of sale subsxxxxially in the form attached hereto as Exhibit B (or the general partner or managing member "Bill of such Sale") duxx xxecuted by Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; ; (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriateAssignment and Assumption Agreement(s) certifying the authority in respect of the officers of such Seller (or Assumed Agreements substantially in the general partner or managing member of such form attached hereto as Exhibit C duly executed by Seller, where appropriate) to execute this Agreement ; and the other documents delivered by such Seller to the Buyer at the Closing; (iii) with respect such other endorsements, assignments and instruments as are contemplated by this Agreement or as are reasonably deemed necessary by Buyer or Buyer's legal counsel to each Property that is not a Ground Leased Property, a special/limited warranty deed consummate the sale transactions (a “Deed”) in substantially the form of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights as contemplated in the Property subject only to the Permitted Exceptions with reference to such Property; (iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”Sale Order), duly executed by the relevant Seller, in substantially as appropriate. In addition, for the form period from the Deposit Date through the Pre-Closing Period, Seller shall, at Buyer's expense, execute and deliver to the Escrow Agent, to hold and deliver hereunder, such further instruments of Exhibit M attached heretotransfer and take such other commercially reasonable action as Buyer may require to transfer to Buyer, relating or to all fixturesperfect the transfer to Buyer of, chattels, equipment and articles of personal property owned by the relevant Seller which as any of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment Acquired Assets free and clear of all warrantiesliens and Pre-Closing Liabilities. The documents described in this Section 4(b) are hereinafter referred to, permitscollectively, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant "Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiii) a broker’s lien affidavit in the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved]'s Deliveries".

Seller’s Deliveries. On or before the Closing Date, Seller shall deliver to Purchaser, duly executed and acknowledged where required: (a) [Reserved]Its Certificate of Existence certified by the Maine Secretary of State; (b) The Sellers shall deliver the following documents at the Closing: (i) a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all A certificate of the transactions contemplated hereby and that such authorization has not been revoked, modified or amendedcorporate secretary of the Seller attaching authorizing resolutions of its Board of Directors; (iic) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) An incumbency certificate certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller as to the Buyer at the Closingincumbency of Seller's signing officers; (iiid) A Quitclaim Deed with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially Covenant for the form of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property Premises in the form of Exhibit N A attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignmenthereto, duly executed by pursuant to which the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession Premises shall be transferred at a mutually agreed upon location; to Purchaser "AS IS," "WHERE IS" and with all faults (H) all security deposits and letters of credit as the "Quitclaim Deed with Covenant"); provided in Section 10.2(a) hereof; and (I) for each Ground Leased Propertythat, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) with respect to the Properties located Premises, Seller or an affiliate thereof, shall only be required to convey to Purchaser good and marketable fee simple title to the Premises, which is in North Carolinaa condition that permits a reputable title insurance company of national standing and typically accepted by reputable commercial lenders (the "Title Company") to issue an owner's title insurance policy in at least the amount of the Premises Purchase Price, subject only to such exceptions as would not render title unmarketable and other customary exceptions to title not affecting insurability of title. It is understood and agreed that for purposes of this Agreement, the following shall not render title unmarketable: (1) ingress and egress easements for third parties that do not in Purchaser's reasonable discretion materially and adversely affect the current use, occupancy and value of the Premises; (2) any lien or judgment of record which could be satisfied by a form 1099-NRS payment, provided that such lien or judgment is satisfied by Seller or removed of record at or prior to Closing; (Non-Resident Seller), executed by the relevant Seller; (xi3) an affidavit any matter that the relevant Seller is not a “foreign person” within Title Company would be willing to omit as an exception to coverage or except with insurance against loss, damage or expense, including insurance against collection or enforcement against the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) interests to be insured under a title affidavit policy pursuant to an endorsement or other addition to such title policy in form and substance reasonably satisfactory to Purchaser, or (4) the form of Exhibit Q attached heretoexceptions to title described on Schedule 1.1(h) (collectively, duly executed by Seller; and (xiii) a broker’s lien affidavit in Items 1-4, the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and"Permitted Exceptions"). (e) [Reserved].Such affidavits and documents as the Title Company shall reasonably require and are customarily given by sellers in similar transactions; (f) State of Maine Real Estate Transfer Tax Declaration;

Seller’s Deliveries. At the Closing, Seller shall deliver or cause to be delivered to Purchaser, the following (collectively, “Seller’s Deliveries”): (a) [Reserved] Two (b2) The Sellers shall deliver the following documents at the Closing: (i) a duly executed Secretary’s Certificate from each Seller and acknowledged counterpart originals of a Massachusetts statutory form of Quitclaim Deed (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing; (iii) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) ), substantially in substantially the form of annexed hereto as Exhibit K attached heretoC, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient conveying to transfer and convey Purchaser title in fee simple to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property Real Property, subject only to the Permitted Exceptions with reference to such Property;Exceptions. (ivb) with respect Four (4) duly executed counterpart originals of a General Instrument of Transfer, substantially in the form annexed hereto as Exhibit D (the “General Instrument of Transfer”), assigning the matters described therein, including without limitation Seller’s interests in the Permit Materials and the Approvals. (c) Four (4) duly executed and counterpart originals of an Assignment and Assumption Agreement, substantially in the form annexed hereto on Exhibit E (the “Assignment and Assumption Agreement”) assigning the Environmental Indemnity Agreement as defined in and pursuant to each Ground Leased the provisions of Section 8.3(e) below as it relates to the Real Property (d) An original affidavit sworn to by Seller, an improvements only deed substantially in the form annexed hereto as Exhibit F, stating under penalties of perjury that Seller is not a foreign person as defined in Internal Revenue Code Section 1445 and stating Seller’s United States taxpayer identification number. (e) Seller shall either deliver to Purchaser or make available to Purchaser at the Real Property originals (or copies thereof if originals are not available) of all documents and materials assigned pursuant to the General Instrument of Transfer which it may have in its possession to the extent same has not been previously delivered to Purchaser under Section 19 hereof. To the extent that such materials cannot be delivered at Closing, Seller shall deliver such materials to Purchaser within a reasonable time after the Closing and the same shall not delay the Closing or be deemed a failure of Seller to meet a condition to Closing. (f) An original certificate, substantially in the form annexed hereto as Exhibit G, certifying all of Seller’s representations and warranties as contained herein are true and correct in all material respects as of the Closing. (g) Such evidence (such as limited liability company resolutions, corporate resolutions or partnership authorizations and certified limited liability company, corporate or partnership organizational documents) as are reasonably required by Applicable Law (an “Improvement Deed”) in substantially Purchaser or the form Title Company to evidence the existence, good standing, qualification to do business and authority of Exhibit L attached hereto, duly executed Seller and the authorization of the sale of the Property by Seller and the relevant Seller, which Improvement Deed, upon proper recording delivery by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) Seller of all of the relevant SellerClosing documents required by this Agreement. (h) Such standard form affidavits and indemnities as the Title Company may reasonably require, including without limitation so-called “gap” indemnity, in order (i) to omit from the title policy issued to Purchaser at Closing exceptions for parties in possession and mechanic’s rights in the improvements on the Ground Leased Property subject only liens, and (ii) to insure title to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which Real Property as of the Closing Date are located upon or attached but prior to the Property;recording of the conveyance documents. (Ci) an Assignment Evidence of Contractspayment in full of the commission due to the Named Broker, duly executed as defined in Section 6 below, or payment of such commission at Closing by way of a debit to Seller on the relevant Seller;Closing Statement and instruction to the Title Company to pay such amount. (Dj) an assignment of all warrantiesA so-called Reliance Letter from Xxxxxxx Xxxxxx & XxXxxxx, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) Inc. with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller;Environmental Report as hereinafter defined. (xik) an affidavit that the relevant Seller is not a “foreign person” within the meaning Four (4) executed counterpart originals of the Foreign Investment Excess Costs Escrow Agreement as defined and further described in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto;Section 19 below. (xiil) a title affidavit Four (4) executed counterpart originals of the Construction Management Agreement as defined and further described in the form of Exhibit Q attached hereto, duly executed by Seller; andSection 19 below. (xiiim) a broker’s lien affidavit in Four (4) executed counterpart originals of the form of Exhibit R attached hereto, duly executed by each applicable broker;Closing Statement (as hereinafter defined). (cn) [Reserved];One (1) original of the Final Plan (as defined in Section 19.1 below). (do) [Reserved]; and One (e1) [Reserved]original Design Certificate (as defined in Section 19.3 below).

Seller’s Deliveries. (a) [Reserved]Seller shall deliver to Title Company the original Grant Deed in the form attached hereto as Exhibit B (the “Deed”). (b) The Sellers Seller shall deliver to SF, in escrow, two duly executed counterpart originals of an assignment of Seller’s interest in the following documents at Intangibles in the Closing:form attached hereto as Exhibit C (the “Assignment of Intangibles”). (ic) a Seller shall deliver to SF, in escrow, one duly executed Secretary’s Certificate from each Seller (or counterpart original of a Xxxx of Sale for the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize Personal Property in the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended;form attached hereto as Exhibit E. (iid) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Sellershall deliver to SF, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Sellerin escrow, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing; (iii) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached hereto, one duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or counterpart original of a Designated Subsidiary) all of the relevant certificate updating Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which representations as of the Closing Date are located upon or attached to if there have been any changes in the Property;representations since the Effective Date. (Ce) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with Seller shall deliver to Title Company such evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent Title Company may reasonably require in order as to complete the transactions contemplated hereunder;authority of the person or persons executing documents on behalf of Seller. (viiif) Seller shall deliver to Title Company a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes stating that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within as defined in the meaning of the Federal Foreign Investment in Real Property Tax Act of 19801980 and a State of California Form 593-W (collectively, the “Non-Foreign Affidavits”). (g) Seller shall deliver to Title Company a full release and reconveyance of all monetary encumbrances affecting the Property which are not to be paid out of the proceeds of the Closing (other than the lien of current, non-delinquent real property taxes and assessments) and any mechanics’ liens, and such affidavits as amendedmay be customarily and reasonably required by the Title Company, in substantially the a form of Exhibit P attached hereto;reasonably acceptable to Seller. (xiih) On or before the Closing, Seller shall deliver to SF, in escrow, and/or Title Company as applicable, a title affidavit in the form of Exhibit Q attached hereto, closing statement reasonably acceptable to Seller duly executed by Seller; and. Purchaser and Seller shall cooperate in good faith with Title Company to prepare the final closing statement. (xiiii) a broker’s lien affidavit On or before the Closing, Seller shall deliver to SF, in escrow, and/or Title Company, as applicable, such additional documents as shall be reasonably required to consummate the form of Exhibit R attached hereto, duly executed transaction contemplated by each applicable broker;this Agreement. (cj) [Reserved]; (d) [Reserved]; and (e) [Reserved]Upon the Closing, Seller shall deliver to Purchaser possession and occupancy of the Property, subject to the Permitted Exceptions and shall deliver to Purchaser the assigned Intangibles.

Seller’s Deliveries. At the Closing (a) [Reserved] (b) The Sellers or as otherwise indicated below), Seller shall execute and/or deliver to Purchaser the following documents at the Closingfollowing: (i) a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller A special warranty deed conveying fee simple title to the Buyer at the Closing; (iii) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions Exceptions, as described on the Survey and Commitment referred to in Section 3.8 above, to Purchaser. (ii) An assignment of the Leases and other occupancy agreements and all rents due and to become due thereunder with reference respect to the Property provided, however, that such assignment shall not impose any liability on Purchaser for any default of Seller under the Leases. Seller shall in such assignment indemnify, agree to defend and hold Purchaser harmless from any liability of any kind or nature that shall have accrued under the Leases prior to Closing. (iii) A xxxx of sale and assignment covering all of the Personal Property, warranties (specifically including the roof warranty, if any), all intangible rights associated with the Property, including, without limitation, the trade name Cypress Shopping Center, and all claims, guaranties, warranties, indemnifications and all other rights, if any, which Seller may have against suppliers, laborers, materialmen, contractors or subcontractors arising out of the Property and such xxxx of sale shall warrant title to such Personal Property;. (iv) with respect The Estoppels required satisfying the Estoppel Condition, and, without limiting the Estoppel Condition, at Closing, Seller shall deliver a so-called “Seller Estoppel” as to each Ground Leased Property, an improvements only deed of the Leases for which no such estoppel letter has been obtained as required by Applicable Law (an of the Closing. Each such “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly Seller Estoppel” shall be executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall Seller and be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on same form as the Ground Leased Property subject only estoppel letter form to be delivered by Purchaser to Seller hereunder with the Permitted Exceptions with reference to applicable lease information completed therein. Each such Ground Leased Property;“Seller Estoppel” shall survive Closing until Purchaser receives an actual estoppel letter from the applicable tenant. (v) SNDAs required satisfying the SNDA Condition. (vi) A current rent roll and current operating statement, each certified by Seller as true, correct, accurate and complete as of the Closing and noting any differences between such rent roll and the then current state of facts with respect to the matters set forth on the Rent Roll attached hereto as Exhibit D, including the name and location of each Property:tenant, the amount of base rent and additional rent then being collected from such tenant and the amount of security deposits, if any, a CAM reconciliation and list of maintenance and contract expenditures, all updated through the Closing Date, each of which shall be attached as exhibits thereto. (Avii) an Assignment An affidavit stating that Seller is not a “Foreign Person” within the meaning of Leases, duly executed Internal Revenue Code Section 1445(f)(3) or Purchaser shall be entitled to withhold appropriate amounts as required by the relevant Seller, together with the original Leases;Internal Revenue Code. (Bviii) a xxxx A certificate of sale (a “Xxxx Seller indicating that the representations and warranties of Sale”), duly executed by the relevant Seller, Seller set forth in substantially the form of Exhibit M attached hereto, relating this Agreement and provided herein to all fixtures, chattels, equipment be true and articles of personal property owned by the relevant Seller which correct as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contractstrue and correct or, duly executed by the relevant Seller; (D) an assignment of all warrantiesif there have been changes, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) describing such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto;changes. (ix) Evidence that all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise Contracts have been terminated as a result of the consummation of the transactions contemplated by this AgreementClosing (other than those Contract, in each caseif any, as prepared and duly executed by the relevant Seller;that Purchaser elects to assume at Closing). (x) On or before two business days after Closing, Seller shall deliver to Purchaser’s offices at Suite 200, 0000 Xxxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx, Xxxxxxxx 00000, all original Leases, lease files, correspondence files and other books and records, keys to all leased premises, security codes, if any, and maintenance agreements(e.g., HVAC maintenance agreement) relating solely to the Property in Seller’s and/or its property and/or asset manager’s possession. (xi) All existing plans and specifications in Seller’s possession or control relating to the improvements located upon the Property; all licenses and certificates of occupancy in Seller’s possession or such other comparable certificates or documents issued by the appropriate governmental authorities in Seller’s possession with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto;or any part thereof. (xii) a title affidavit A notice to all tenants of the Property of the change of ownership of the Property and directing that rental and all other payments to be made by such tenants under their Leases shall be paid to Purchaser at an address to be designated by Purchaser in the form of Exhibit Q attached hereto, duly executed by Seller; andsuch notice. (xiii) a broker’s lien affidavit in Such evidence of authority to close the form purchase of Exhibit R attached hereto, duly executed by each applicable broker;the Property pursuant to this Agreement as the Escrow Agent reasonably requests. (cxiv) [Reserved];Any and all other items contemplated by the terms of this Agreement or reasonably required by the Escrow Agent. (dxv) [Reserved]; and (e) [Reserved]The REA Estoppels required satisfying the REA Estoppel Condition.

Seller’s Deliveries. At Closing, Seller shall deliver or cause to be delivered to Buyer the following items (executed on behalf of the appropriate entities and by the appropriate individuals, where applicable): (a) [Reserved]The Deed in the form of attached EXHIBIT B; (b) The Sellers shall deliver A Seller’s Affidavit related to the following documents at the Closing: (i) Real Property in a duly executed Secretaryform as is reasonably required by Buyer’s Certificate from each Seller (attorney or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amendedTitle Company; (iic) an executed Incumbency Certificate from each Seller (or the general partner or managing member A Xxxx of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller Sale with respect to the Buyer at Personal Property, licenses and permits, in the Closingform of attached EXHIBIT C; (iiid) with respect to each Property that is not a Ground Leased PropertyAn Assignment and Assumption Agreement (“Assignment and Assumption Agreement”), a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached hereto, duly EXHIBIT D; (e) Form letter reasonably satisfactory to Buyer’s attorney executed by Seller to advise all Tenants under Leases and all contractors under Contracts of the relevant sale to Buyer; (f) Unforfeited Security Deposits in Seller’s possession, which deed, upon proper recording by the Buyerif any, shall be sufficient transferred to transfer and convey Buyer unless credited to Buyer against the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such PropertyPurchase Price; (ivg) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law Closing Statement (an “Improvement DeedClosing Statement”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) reflecting all financial aspects of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Propertytransaction; (vh) All keys and security codes in Seller’s actual possession with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (Ci) an Assignment Duly adopted resolutions or a consent in writing of ContractsSeller authorizing Seller to consummate the transaction contemplated hereby and to perform all of Seller’s obligations hereunder; (j) Certificate of Good Standing from the State of Delaware showing Seller as duly organized, duly executed by validly existing and in good standing as a Delaware limited liability company under the relevant laws of the State of Delaware; (k) Incumbency Certificate as to the existing managers of Seller; (Dl) an assignment A Certificate recertifying the representations, warranties and covenants of all warranties, permits, licenses and other Asset-Related Property in Seller contained herein as of the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”)Closing Date; (Em) an Association Assignment, duly executed by the relevant Seller, together with evidence A list of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association DocumentsOutstanding Payables; (Fn) the Tenant Notices Such other usual and Ground Lessor Notices, duly executed customary documentation or deliveries as may be reasonably requested by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereofBuyer; and (Io) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, An interim beverage management agreement between Seller and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate substantially in the form attached hereto as EXHIBIT E allowing Buyer to use Seller’s ABC license for the Hotel for a period of Exhibit O attached hereto; ninety (ix90) all transfer tax returns which are required by law and days from the regulations issued pursuant thereto in connection with the payment date of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiii) a broker’s lien affidavit in the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved]Closing.

Seller’s Deliveries. (a) [Reserved]Seller shall deliver to Buyer (and/or its designee) an executed bill xx sale and other instruments of transfer and conveyance for the full and complete transfer, conveyance, assignment and delivery to Buyer on the Closing Date of all of Seller's right, title and interest in and to all of the Assets, accompanied by all third party consents required with respect thereto, including, without limitation, written evidence of the release of the liens and encumbrances with respect to the Assets; (b) The Sellers Seller shall deliver the following documents at the Closing: (i) a duly to Buyer an executed Secretary’s Certificate from each Seller (assignment or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all transfer of the transactions contemplated hereby Assumed Contracts and that such authorization has not been revoked, modified or amendedGovernmental Permits accompanied by all third party consents required with respect thereto; (iic) an executed Incumbency Certificate from each Seller shall deliver to Buyer (or and/or its designee) all motor vehicle registrations and ownership documents for the general partner or managing member of such motor vehicles being acquired by Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing; (iiid) Seller shall deliver to Buyer Uniform Commercial Code financing statement searches from the State of Wyoming, dated within 15 days prior to the Closing Date, with respect an unofficial update on the Closing Date obtained from Information America or another reporting service, showing that there are no security interests, judgments, taxes, other liens or encumbrances outstanding against the Assets except as disclosed on Schedule 3.6. (e) Seller shall deliver to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form Buyer an opinion of Exhibit K attached hereto, duly executed by the relevant counsel for Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all dated as of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant SellerClosing Date, in substantially the form of attached hereto as Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property;8.2(e). (Cf) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses Seller shall execute and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) deliver such other assignments, documents and instruments of transfer, and other documents as the are reasonably requested by WCI or Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of consummate the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller;. (xg) Seller shall deliver to Buyer evidence satisfactory to Buyer showing that all written employment contracts and all oral employment contracts other than those that are terminable "at will" without payment of severance (other than normal severance benefits approved by Buyer) or other benefits with respect non-union employees of Seller (including, without limitation, rights to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit obtain equity in the form of Exhibit Q attached heretoBusiness or Assets) have been terminated, duly executed by Seller; and (xiii) a broker’s lien affidavit in effective on or before the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved]Closing Date.

Seller’s Deliveries. (a) [Reserved] (b) The Sellers sale, transfer, assignment and delivery by Seller of the Acquired Assets to Buyer, as herein provided, shall be effected on the Closing Date. At the Closing, Seller shall deliver to Buyer the following documents at which shall be consistent with the Closingterms of this Agreement: (i) a xxxx of sale with respect to the Acquired Assets (other than the Assigned Contracts, Permits, Real Property and assets set forth in Sections 1.1(d)(ii) and 1.1(g)(ii)), duly executed Secretary’s Certificate from each by Seller (or and in the general partner or managing member form of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended;Exhibit B-1 hereto (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement assignment and the other documents delivered by such Seller assumption agreement with respect to the Buyer at Assigned Contracts and Assumed Liabilities, duly executed by Seller and in the Closingform of Exhibit B-2 hereto; (iii) with respect to each Property the Business Records (it being understood that is any Business Records located at the Power Plant need not a Ground Leased Propertybe physically delivered, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, but shall be sufficient deemed delivered at the Closing), provided that, for any Business Records not located at the Power Plant, Seller shall be entitled to transfer and convey deliver such Business Records to Buyer promptly after the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such PropertyClosing Date; (iv) the deeds with respect to each Ground Leased the Owned Real Property, an improvements only deed as required duly executed by Applicable Law (an “Improvement Deed”) Seller and in substantially the form of Exhibit L attached B-3 hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) an assignment and conveyance agreement with respect regard to each Property: (A) an Assignment of the Real Estate Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment Seller and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant SellerB-4 hereto; (vi) a secretary’s certificate certifying as to the Closing Statement, duly executed resolutions of the board of directors of Seller approving and authorizing this Agreement and the transactions contemplated by this Agreement and in the Sellersform of Exhibit B-5 hereto; (vii) such other assignmentsan affidavit of non-foreign status that complies with section 1445 of the Code, instruments of transfer, duly executed by Seller and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached B-6 hereto;. (ixb) Notwithstanding anything in this Agreement or any Ancillary Agreement to the contrary, Seller’s obligation to convey to Buyer all transfer tax returns which are rights of Seller under the Permits listed on Schedule 1.1(i) shall consist of providing: (i) if required by law and Law, notices of intent to transfer the regulations issued pursuant thereto Permit to Buyer in connection accordance with the payment of all state or local real property transfer taxes that are payable or arise Government regulations governing such Permit transfer, (ii) information as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed required by the relevant Seller; Government regulations governing such Permit transfer and (xiii) assistance to Buyer in obtaining the transfer of such Permits in accordance with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiii) a broker’s lien affidavit in the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved]Section 6.7.

Seller’s Deliveries. On or prior to 11:00 am Pacific on the Closing Date, Seller shall have delivered to Escrow Holder the documents described in Paragraph 9. 1. The conditions set forth in this Paragraph 7 are solely for the benefit of Buyer and may be waived only by Buyer. Buyer shall at all times have the right to waive any condition. Nothing contained in this Agreement shall require Seller to bring any suit or other proceeding or to pay any substantial sum, to satisfy any of such conditions (a) [Reserved] (b) The Sellers other than Seller Monetary Liens). If any of the conditions in this Paragraph 7 is not timely satisfied or waived by Buyer, Buyer shall deliver written notice to Escrow Holder and Seller on or before the following documents at applicable date relating to such condition and describing the Closing: (i) a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying condition that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revokedsatisfied or waived, modified or amended; (ii) an executed Incumbency Certificate from each and unless such failure is due to a material default by Seller (or in which case the general partner or managing member provisions of Paragraph 15 of this Agreement shall apply, Buyer shall have the right by such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) notice to execute terminate this Agreement and the other Escrow and Escrow shall promptly return the Deposit. If Buyer timely terminates this Agreement in accordance with the foregoing, the Deposit (less the Independent Consideration), or such portion thereof that has theretofore been deposited by Buyer with Escrow Holder (less one-half of any escrow and title cancellation fees and costs) shall either be refunded to Buyer or paid over to Seller as provided herein, all documents delivered by such Seller deposited into Escrow shall be returned to the party depositing such documents, and neither party shall have any further rights or obligations under this Agreement, except for those rights or obligations which expressly survive the termination of this Agreement. If Buyer at the Closing; (iii) with respect to each Property that is does not a Ground Leased Propertytimely deliver notice of such failed conditions, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, Buyer shall be sufficient deemed to transfer have waived the same. For the avoidance of doubt, Buyer shall have the right to deliver an Approval Notice, or to decline to deliver an Approval Notice in Buyer’s sole and convey to absolute discretion, on or before 12:00 p.m. Pacific time on the Contingency Date. If Buyer (or a Designated Subsidiary) all approves of the relevant Seller’s rights matters set forth in Paragraphs 7.1, 7.2 and 7.3 above and elects to proceed with the Property subject only transaction contemplated hereunder beyond the Contingency Date, then Buyer shall deliver written notice of such election to the Permitted Exceptions with reference to such Property; (iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law Seller (an “Improvement DeedApproval Notice”) at or before 12:00 p.m. Pacific time on the Contingency Date. Upon Buyer’s timely delivery of an Approval Notice, Buyer shall be deemed to have approved each and every aspect of the Property. If, for any reason whatsoever, Buyer fails to deliver an Approval Notice to Seller on a timely basis in substantially accordance with this subparagraph, then Buyer shall be deemed to have elected to terminate this Agreement and the form Escrow and the Deposit (less one-half of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the any escrow and title cancellation fees and costs) shall be refunded to Buyer, all documents deposited into Escrow shall be sufficient to transfer and convey returned to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to party depositing such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transferdocuments, and other documents as the Buyer neither party shall have any further rights or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by obligations under this Agreement, in each case, as prepared and duly executed by except for those rights or obligations which expressly survive the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning termination of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiii) a broker’s lien affidavit in the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved]this Agreement.

Seller’s Deliveries. (a) [Reserved] (b) The Sellers shall deliver the following documents at Closing: (a) with respect to each Property, a special/limited warranty deed (a “Deed”) in substantially the Closingform of Exhibit G hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer whatever rights in the Property the relevant Seller has acquired subject only to the Permitted Exceptions with reference to such Property; (b) with respect to the Ground Lease, the Ground Lease Assignments duly executed by Ground Lessor and Ground Lessee, as applicable; (c) with respect to each Property: (i) an Assignment of Leases duly executed by the relevant Seller, together with the original Leases; (ii) a xxxx of sale (a “Xxxx of Sale”) duly executed by the relevant Seller in substantially the form of Exhibit H hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which are currently located upon or attached to the Property; (iii) an Assignment of Contracts duly executed by the relevant Seller; (iv) an assignment of all warranties, permits, licenses and other Asset Related Property in the form of Exhibit J attached hereto (an “Assignment of Asset-Related Property”); (v) an Association Assignment duly executed by the relevant Seller; (vi) the Tenant Notices duly executed by the relevant Seller; (vii) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; and (viii) all security deposits and letters of credit as provided in Section 10.2(a) hereof. (d) with respect to the transactions contemplated hereunder: (i) The Closing Statement duly executed by the Sellers; (ii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (iii) a closing certificate in the form of Exhibit K; (iv) a duly executed and sworn Secretary’s Certificate from each Seller (or the general partner or managing member partners of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (iiv) an executed Incumbency and acknowledged Secretary’s Certificate from each Seller (or the general partner or managing member partners of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing; (iii) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (xvii) with respect subject to Section 3.7 hereto, the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), Transition Services Agreement duly executed by the relevant Seller; (xiviii) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached heretoL here; (xiiix) a title an affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiii) O hereto that under O.C.G.A. Section 48-7-128 the relevant Seller is a broker’s lien affidavit resident of Georgia or that the relevant Seller is deemed a resident of Georgia or a Certificate of Exemption in the form of Exhibit R attached hereto, duly executed by each applicable brokerO hereof; (cx) [Reserved]to the extent any Property located in the State of Texas is located within a municipal utility district, a statutory notice to Buyer under chapter 49.452 of the Texas Water Code (the “Texas Statutory Notice”); (dxi) [Reserved]with respect to those Properties located in the Villages of Downers Grove, Lisle, Oak Brook and Westmont, all in the State of Illinois, evidence of payment through the Closing Date of sanitary district user charges (the "User Charges") from the Downers Grove Sanitary District (as to the Property located in the Village of Downers Grove), the DuPage Sanitary District (as to the Property located in the Village of Lisle), and the Xxxxx Creek Water Reclamation District (as to the Properties located in the Villages of Oak Brook and Westmont) (collectively, the "Sanitary Districts"). Such evidence of payment will be in the form of a Closing Letter or similar statement customarily issued by the Sanitary Districts (the "Closing Letters"). In the event the Closing Letters show outstanding amounts for any User Charges, such outstanding amounts will be paid by the relevant Property Sellers through the Closing. In the event the Closing Letters provided by the Xxxxx Creek Water Reclamation District reveal that connection charges will be assessed due to the lack of issuance of a valid connection permit for the Oak Brook or Westmont Properties, as the case may be, then any such connection charges will be paid by the relevant Sellers for the properties located in Oak Brook or Westmont, as the case may be, through the Closing. Any title exceptions relating to User Charges or other charges contained in the Title Commitments for the Properties located in the villages referenced in this paragraph will include affirmative coverage that no User Charges or other charges are outstanding as of the Date of the Title Policy for such Properties; (xii) subject to Section 14.29 below, with respect to the Property known as 0000 Xxxxxxxx Xxxxxxx located in Plano, Texas, evidence reasonably satisfactory to Buyer that the Right of First Refusal granted to MedAssets Net Revenue Systems, LLC (“MedAssets”) pursuant to Section 17.06 of the Lease relating thereto has been waived by MedAssets (or its successors or assigns) or the time period for acceptance of such Right of First Refusal has expired; (xiii) subject to Section 14.29 below, with respect to the Property known as Compmanagement and located in Columbus, Ohio, evidence reasonably satisfactory to Buyer that the Right of First Offier granted to Xxxxxxx Claims Management Services, Inc. (“Sedgwick”) pursuant to Section 20.08 of the Lease relating thereto has been waived by Sedgwick (or its successors or assigns) or the time period for acceptance of such Right of First Officer has expired; (xiv) subject to Section 14.29 below, with respect to those Properties known as Celebration Business Center I, Celebration Business Center II, Celebration Office Center I and Celebration Office Center II, a waiver or other agreement of The Celebration Company satisfactory to Buyer relating to certain matters to be specified by Buyer to Seller and relating to certain rights and restrictions contained in the declarations encumbering such Properties within five (5) Business Days after the date hereof; (xv) Intentionally Omitted; (xvi) with respect to those Sellers with Properties located in Illinois, a CBS-1 Notice of Sale, Purchase or Transfer of Business Assets in the form attached hereto as Exhibit R to the extent a bulk sale certificate is otherwise required pursuant to Section 6.2(e) below; and (exvii) [Reserved]with respect to those Properties located in Minnesota, that certain Redevelopment Property Transfer Certificate in the form similar to that provided by Seller to Buyer as of the date of this Agreement which form will run to the benefit of Buyer, its mortgagee and its title company and their respective successors and assigns.

Seller’s Deliveries. On or before the Closing Date, Sellers shall deliver to Purchaser, duly executed and acknowledged where required: (a) [Reserved] (b) The Sellers shall deliver Deeds for the following documents at the Closing: (i) a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing; (iii) with respect to each Real Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached EXHIBIT C hereto, duly executed by pursuant to which the relevant Seller, which deed, upon proper recording by the Buyer, Real Property (other than Real Property leased pursuant to Section 11.1 hereof) shall be sufficient transferred to transfer Purchaser "AS IS", "WHERE IS" and convey to with all faults but with the Buyer benefit of any statutory quitclaim covenants (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property"Quitclaim Deeds"); (ivb) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) A xxxx of sale for the Purchased Assets in substantially the form of Exhibit L attached EXHIBIT D hereto, duly executed by pursuant to which the relevant Seller, which Improvement Deed, upon proper recording by Purchased Assets (other than the Buyer, Real Property) shall be sufficient transferred to transfer Purchaser "AS IS", "WHERE IS" and convey to the Buyer (or a Designated Subsidiary) with all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Propertyfaults; (vc) An assignment and assumption agreement with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, Assumed Liabilities in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached EXHIBIT E hereto (an “the "Assignment of Asset-Related Property”and Assumption Agreement"); (Ed) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices Lease assignment and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) assumption agreements with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning each of the Foreign Investment in Real Property Tax Act of 1980, as amended, Branch Leases and ATM Lease Agreements in substantially the form of Exhibit P attached EXHIBIT F hereto (the "Lease Assignments"); (e) Subject to the provisions of Section 8.3, such consents of landlords under the Branch Leases and ATM Lease Agreements as shall be required pursuant to the terms of such Branch Leases and ATM Lease Agreements to the assignment of the Branch Leases and ATM Lease Agreements to Purchaser and to the release of Sellers from liability thereunder (the "Landlord Consents"); (f) An Officer's Certificate in substantially the form of EXHIBIT G hereto; (xiig) An opinion of counsel of Sellers and Fleet (which opinion may be from in-house counsel), dated the Closing Date, in form and substance reasonably satisfactory to Purchaser to the effect that: (i) each Seller and Fleet is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation or incorporation, with full corporate power and authority to enter into and perform its obligations under this Agreement; and (ii) this Agreement has been duly and validly authorized, executed and delivered by each Seller and Fleet and (assuming due authorization, execution and delivery by Purchaser and Independent) is a title affidavit legal, valid and binding obligation of each Seller and Fleet, enforceable against each Seller and Fleet in accordance with its terms, except as enforcement may be limited by receivership, conservatorship, and supervisory powers of bank regulatory agencies generally as well as bankruptcy, insolvency, reorganization, moratorium or other laws of general applicability relating to or affecting creditor's rights, or the limiting effect of rules of law governing specific performance, equitable relief and other equitable remedies or the waiver of rights or remedies; (h) The Draft Closing Statement; (i) The resignation of the applicable Seller as trustee or custodian, as applicable, with respect to each XXX, Xxxxx Plan or Employee Pension Plan deposit account included in the Deposit Liabilities and the designation of Purchaser as successor trustee or custodian with respect thereto; (j) A limited power of attorney granting Purchaser the authority to execute certain documents on behalf of Sellers in substantially the form of Exhibit Q attached EXHIBIT H hereto, duly executed ; (k) The FIRPTA Affidavits; (l) The Collateral Agency Agreement and the Collateral Assignment Instruments; (m) Physical possession of all Purchased Assets as are capable of physical delivery; (n) Possession of all loan files held in the Facilities and all loan files held by SellerBKB relating to the Developmental Real Estate Loans and collateral in the custody of Sellers relating to the Loans; and (xiiio) a broker’s lien affidavit in Such other documents as are necessary to effect the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved]transactions contemplated hereby as Purchaser shall reasonably request.

Seller’s Deliveries. Subject to the fulfillment or waiver of the conditions set forth in Section 7.1 hereof, Seller shall deliver to Buyer physical possession of all tangible Purchased Assets, and shall execute and/or deliver or cause to be executed and/or delivered to Buyer all of the following: (a) [Reserved]certified copies of Seller's Articles of Incorporation and Bylaws; (b) The Sellers shall deliver certificates of good standing of Seller, issued not earlier than ten days prior to the following documents at Closing Date by the Closing:Secretary of State of Nevada; (ic) an incumbency and specimen signature certificate with respect to the officers of Seller executing this Agreement and all documents contemplated hereby; (d) a duly certified copy of resolutions of Seller's board of directors and stockholders, authorizing the execution, delivery and performance of this Agreement and all documents contemplated hereby; (e) a bill of sale, executed Secretary’s Certificate from each Seller (or the general partner or managing member of such by Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of conveying all of the transactions contemplated hereby and that such authorization has not been revokedPurchased Xxxets to Buyer, modified or amendedin a form reasonably acceptable to all parties; (iif) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing; (iii) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached hereto, closing certificate duly executed by the relevant Seller, pursuant to which deed, upon proper recording by the Buyer, shall be sufficient Seller represents and warrants to transfer Buyer that Seller's representations and convey warranties to the Buyer (or a Designated Subsidiary) are true and correct in all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which material respects as of the Closing Date are located upon as if then originally made, that all covenants required by the terms hereof to be performed by Seller on or attached before the Closing Date, to the Property; (C) an Assignment of Contractsextent not waived by Buyer in writing, duly have been so performed, and that all documents to be executed and delivered by Seller at Closing have been executed by the relevant duly authorized officers of Seller; (Dg) an assignment a certified copy of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”)Order; (Eh) an Association Assignmentamendment to Seller's Articles of Incorporation whereby Seller changes its name to a name that is not similar to "Carme, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association DocumentsInc."; (Fi) trademark assignments for all trademarks constituting a part of the Tenant Notices Purchased Assets, in a form suitable for recording and Ground Lessor Notices, duly executed by the relevant Seller; (G) reasonably acceptable to all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereofparties; and (Ij) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment index of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared trade secrets and duly executed by the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiii) a broker’s lien affidavit in the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved]computer files containing said trade secrets.

Seller’s Deliveries. At the Closing, Sellers shall deliver or cause to be delivered to Buyer: (a) [Reserved] (b) The Sellers shall deliver the following documents at the Closing: (i) a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing; (iii) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx Bxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leasesand Assumption Agreement, duly executed by the relevant Seller; (vi) License Agreement, the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transferEscrow Agreement, and each other documents as the Buyer or Escrow Agent may reasonably require in order Transaction Document to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant any Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiii) a broker’s lien affidavit in the form of Exhibit R attached heretoparty, duly executed by each applicable brokerSeller; (b) the certificates of each Seller to be received by Buyer pursuant to Sections 9.1 and 9.2; (c) [Reserved]such other bills of sale, endorsements, assignments and other good and sufficient instruments of conveyance and redesignation, in a form reasonably satisfactory to Buyer, as Buyer may reasonably request to vest in Buyer all the right, title and interest of Sellers in, to or under any or all of the Acquired Assets, including any redesignation agreements or other documentation in the form required by the incumbent local exchange carrier(s) and any other vendor(s) to enable the expedited transfer of the Acquired Assets; (d) [Reserved]physical possession of all tangible Acquired Assets; (e) consents for transfer of any third party contracts executed by Sellers and all transferees; (f) a copy of each non-solicitation agreement described in Section 9.6 and set forth on Schedule 4.3(f); (g) a certificate signed by an officer of the applicable Seller(s) certifying that all Active Services on the Cilantro Network Platform have been successfully migrated to the Free Switch Network Platform; (h) a certificate signed by an officer of the applicable Seller(s) certifying that the redundant Free Switch Network Platform shall have been successfully installed in Sellers’ Lexington, KY, location (or some other means mutually agreeable to the Parties); (i) a certified copy of Sellers’ 2012 audited financial report, to include the report from Sellers’ independent auditors, which shall contain neither a qualified opinion nor a going concern opinion; and (ej) [Reserved]payoff letters and releases of all Encumbrances on the Acquired Assets in form and substance reasonably satisfactory to Buyer.

Seller’s Deliveries. At Closing Seller and the Shareholders shall deliver to Buyer all the following: (a) [Reserved]a copy of the articles of incorporation of Seller certified as of a recent date by the Secretary of State of the State of California; (b) The Sellers shall deliver a certificate of good standing of Seller issued as of a recent date by the following documents at Secretary of State of the Closing:State of California; (c) a certificate of the secretary or an assistant secretary of Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) no amendments to the articles of incorporation of Seller since a duly executed Secretary’s Certificate from each specified date; (ii) the by-laws of Seller; (iii) the resolutions of the board of directors of Seller (or and of the general partner or managing member stockholders of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize authorizing the execution and performance by Seller of all documents being delivered hereunder this Agreement and the consummation of all of Seller Ancillary Agreements and the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; thereby; and (iiiv) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority incumbency and signatures of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute executing this Agreement and the other documents delivered by such any Seller to the Buyer at the ClosingAncillary Agreement; (iiid) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form Instrument of Exhibit K attached hereto, Assignment duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (De) the Employment Agreements duly executed by each party thereto (other than Buyer); (f) an assignment of all warrantiesAgreement regarding Confidential Information, permitsIntellectual Property and Non-Solicitation Agreement (the “Confidential Information Agreements”), licenses and other Asset-Related Property substantially in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documentseach Shareholder; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viiig) a closing certificate Noncompetition Agreement (the “Noncompetition Agreements”), substantially in the form of Exhibit O attached heretoF, duly executed by each Shareholder; (ixh) a Nonsolicitation Agreement, substantially in the form of Exhibit G, duly executed by each person identified in Schedule 4.4(h); (i) the Transition Services Agreement duly executed by Seller; (j) all transfer tax returns which are required consents, waivers or approvals obtained by law and Seller with respect to the regulations issued pursuant thereto in connection with the payment of all state Purchased Assets or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (xk) an assignment, in recordable form, with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning each of the Foreign Investment leases of real estate described in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached heretoSchedule 5.11, duly executed by SellerSeller and in form and substance reasonably satisfactory to Buyer; (l) assignments, in recordable form, with respect to each of the registered Copyrights, issued Patent Rights, registered Trademarks and pending applications for the registration or issuance of any Copyrights, Patent Rights and Trademarks included in the Purchased Assets, duly executed by Seller and in form and substance reasonably satisfactory to Buyer; (m) such other bills of sale, assignments and other instruments of transfer or conveyance as Buyer may reasonably request or as may be otherwise necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets to Buyer; and (xiiin) a broker’s lien affidavit list of the client addresses for each open matter listed on Schedule 5.24. In addition to the above deliveries, Seller and the Shareholders shall take all steps and actions as Buyer may reasonably request or as may otherwise be necessary to put Buyer in actual possession or control of the Purchased Assets (it being understood that any software or other intellectual property included in the form of Exhibit R attached hereto, duly executed by each applicable broker; Purchased Assets (cincluding any documentation relating thereto) [Reserved]; (d) [Reserved]; and (e) [Reserved]that can be transmitted to Buyer electronically will be so delivered to Buyer promptly following the Closing and will not be delivered to Buyer on any tangible medium).

Seller’s Deliveries. (a) [Reserved] (b) The Sellers At the Closing, to effect the sale, transfer, conveyance, assignment and assumption referred to in Article II and the other transactions contemplated hereby, Seller shall deliver the following documents at the Closingto Purchaser: (i) a the Xxxx of Sale, Assignment and Assumption Agreement, duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such by Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (ii) an executed Incumbency Certificate from each Seller (or such other instruments of transfer reasonably requested by Purchaser to evidence the general partner or managing member of such Seller, where appropriate) certifying the authority transfer of the officers of Acquired Assets, including assignments with respect to Intellectual Property registered, filed or recorded with any Governmental Authority, in form suitable for registration, recordation or filing with such Seller (or the general partner or managing member of such Governmental Authority, in each case, duly executed by Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing; (iii) a certificate, dated the Closing Date, of an officer of Seller certifying compliance by Seller with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer Sections 7.2 and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property7.3; (iv) with respect to each Ground Leased Propertya certificate of the secretary, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form assistant secretary or equivalent Person of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all certifying resolutions of the relevant Members and/or Manager of Seller approving the execution, delivery and performance of this Agreement and the Related Agreements by Seller (together with an incumbency and signature certification regarding those officers signing on behalf of Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property); (v) executed articles of amendment, suitable for filing, amending Seller’s articles of organization to change the name of Seller to a name dissimilar to, and which is not susceptible of confusion with respect to each Property: (A) an Assignment of Leases“Callaway Partners, duly executed by the relevant Seller, LLC,” together with all filings required to effectuate the original Leases; (B) a xxxx name change or termination of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, qualification in substantially the form of Exhibit M attached hereto, relating each jurisdiction in which Seller is qualified to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Sellertransact business; (vi) the Closing StatementSenior Management Agreements, duly executed by the SellersManaging Directors; (vii) such evidence satisfactory to Purchaser in its reasonable discretion that all Liens upon the Acquired Assets (other assignmentsthan Permitted Liens) have been or will be released as of the Closing Date, instruments including, if necessary, pay off letters executed by each lender under the Seller Debt Facilities evidencing that, upon repayment of transferthe outstanding indebtedness under the Seller Debt Facilities, and other documents as the Buyer or Escrow Agent may reasonably require all security interests in order to complete the transactions contemplated hereunderany Acquired Assets securing indebtedness thereunder shall be released; (viii) a closing certificate in the form from Seller of Exhibit O attached hereto;its non-foreign status that complies with Treasury Regulation §1.1445-2(b)(2); and (ix) copies of each Release Agreement executed by all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation holders of the transactions contemplated by this AgreementUnit Appreciation Awards pursuant to Section 7.8 above. In addition, in each case, as prepared Seller shall use commercially reasonable efforts to deliver any Books and duly executed by the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” Records and Contracts included within the meaning of Acquired Assets to Purchaser as soon as practicable after the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiii) a broker’s lien affidavit in the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved]Closing.

Seller’s Deliveries. At the Closing, Seller will deliver to Purchaser physical possession of all tangible Purchased Assets, and will execute (where applicable in recordable form) and deliver or cause to be executed and delivered to Purchaser all of the following: (a) [Reserved]Certified copies of the Constituent Documents of General Partner and Seller; (b) The Sellers shall deliver A Certificate of Good Standing of each of General Partner and Seller, issued not earlier than ten (10) days prior to the following Closing Date; (c) An incumbency and specimen signature certificate with respect to the officers of General Partner and Seller executing this Agreement and each of the Seller Ancillary Documents on behalf of General Partner and Seller; (d) A certified copy of authorizations of General Partner's and Blackhawk's boards of directors, authorizing the execution, delivery and performance of this Agreement and each of the Seller Ancillary Documents; (e) A bill of sale duly executed by Seller; (f) An assignmexx xnd assumption agreement in the form reasonably approved by Purchaser, duly executed by Seller, pursuant to which Seller assigns the Contracts and such other Purchased Assets not conveyed by the bill of sale to Purchaser; (g) A closing certificate xxxx executed by General Partner on behalf of President-Davenport and a duly authorized officer of Blackhawk, pursuanx xx xxxxh Seller represents and warrants to Purchaser that all of Seller's representations and warranties to Purchaser are true and correct in all respects as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Seller on or before the Closing Date, have been so performed in all respects (or, if any such covenant has not been so performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Seller at the Closing:Closing have been executed by duly authorized persons on behalf of Seller; and (h) UCC releases from Seller's creditors releasing the Purchased Assets from any and all liens or encumbrances other than the Permitted Liens; and (i) a duly executed Secretary’s Certificate from each An affidavit of Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such no work has been performed 15 51 at or on the Demised Premises within the statutory mechanics lien period; and (j) A bareboat charter agreement which will be attached to this Agreement as Exhibit I and will provide for the use of the President Mississippi during the upcoming hull inspection period; and (k) Such other documents as Purchaser may reasonably require from Seller has taken all necessary action in order to authorize the execution of all documents being delivered hereunder and the consummation of all of effectuate the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (ii) an executed Incumbency Certificate from by each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing; (iii) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Ancillary Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiii) a broker’s lien affidavit in the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved].

Seller’s Deliveries. (a) [Reserved] (b) The Sellers shall deliver Subject to the following documents terms and conditions hereof, at the ClosingClosing the Seller shall deliver, or cause to be delivered, to the Purchaser, any Designee or their permitted assigns the following: (i) all documents, certificates, and agreements reasonably necessary to transfer to the Purchaser or one or more of its Designees all of the Seller's legal and beneficial right, title and interest in, to and under all of the Acquired Assets, free and clear of any and all Encumbrances thereon other than Surviving Permitted Encumbrances, including (A) special warranty deeds or the equivalent thereof in the applicable jurisdiction in recordable form relating to the Real Property included in the Acquired Assets, (B) a duly executed Secretary’s Certificate from bill of sale in form and substance reasonably satisfactory to the Purchaser transferring the Acquired Assets consisting of personalty to the Purchaser, (C) a duly executed Assignment and Assumption Agreement with respect to each Seller Assumed Contract together with any necessary transfer declarations or other filings (or and in recordable form if required by the general partner or managing member Purchaser), subject, however, to the provisions of such Seller, where appropriateSection 1.06(b) certifying that such Seller has taken all necessary action to authorize in the execution case of Shared Contracts and (D) executed assignments of all documents being delivered hereunder patents, trademarks, trade names, assumed names, and copyrights and all applications therefor, and all other Intellectual Property included within the consummation of all of Acquired Assets in forms suitable for filing with the transactions contemplated hereby U.S. Patent and that such authorization has not been revokedTrademark Office or U.S. Copyright Office, modified or amendedand any other applicable offices and jurisdictions, as appropriate; (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority a certified copy of the officers of such Seller (Sale Order, which order shall have become final and non-appealable and shall not have been modified or the general partner or managing member of such Seller, where appropriate) amended in any manner that has not been agreed to execute this Agreement and the other documents delivered by such Seller to the Buyer at the ClosingPurchaser in its sole discretion; (iii) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) an executed release of the security interest held by General Electric Capital Corporation in substantially the form of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer any and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights trademark registrations and applications included in the Acquired Intellectual Property subject only to in form suitable for recording with the Permitted Exceptions with reference to such PropertyU.S. Patent and Trademark Office and any other applicable offices and jurisdictions; (iv) with respect executed copies of any consents referred to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property;Section (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, all documents containing or relating to all fixtures, chattels, equipment and articles of personal property owned by "know-how" included within the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant SellerAcquired Assets; (vi) all of the Closing Statementbooks and records included within the Acquired Assets, duly executed by and all of the Sellersother tangible Acquired Assets, possession of which in each case shall be delivered to the Purchaser, its Designee or their permitted assigns, as applicable, at the Real Property; (vii) such other assignmentscertificates of non-foreign status for the Seller substantially in the form attached hereto as Exhibit G ("FIRPTA Certificates"); provided, instruments however, that if the Seller fails to deliver the FIRPTA Certificates and the Purchaser elects to proceed with the Closing, the Purchaser shall be entitled to withhold from the Cash Consideration the amount required to be withheld pursuant to Section 1445 of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunderCode; (viii) a closing certificate all other previously undelivered documents required to be delivered by the Seller to the Purchaser at or prior to the Closing in connection with the form of Exhibit O attached heretoContemplated Transactions; (ix) a release by the Seller and its current officers or directors of any and all transfer tax returns which are required by law and claims arising through the regulations issued pursuant thereto Closing Date against the Purchaser, its Affiliates or any of their respective current or former officers, directors, employees, agents, accountants or other advisors, in connection with the payment of all state or local real property transfer taxes that are payable or arise their capacities as a result of the consummation of the transactions contemplated by such, other than any arising under this Agreement, in each case, as prepared and duly executed by the relevant Seller;; and (x) at the Seller's expense, the Owner's Title Insurance Policy (in accordance with respect the commitment for title insurance delivered to the Properties located in North CarolinaPurchaser pursuant to Section 5.19). In addition, a form 1099-NRS (Non-Resident Seller)not later than one Business Day prior to the Closing Date, the Purchaser shall have received executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning copies of the Foreign Investment in Real Property Tax Act of 1980Parmalat Name Rights License and the DASI Technology Agreement, as amendedto be effective at the Closing Date, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q forms attached heretohereto as Exhibits E and F, duly executed by Seller; and (xiii) a broker’s lien affidavit in the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved]respectively.

Seller’s Deliveries. At the Closing (a) [Reserved] (b) The or as otherwise indicated below), Sellers shall execute and/or deliver to Purchaser, the following documents at Title Company and Servicer, as applicable, the Closingfollowing: (i) a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller Deeds to the Buyer at the Closing; (iii) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) Real Properties in substantially the form of Exhibit K 5.3(i) attached heretohereto and incorporated herein by reference, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property each being subject only to the Permitted Exceptions with reference applicable to such the respective Real Property, and any required real estate transfer tax/documentary/deed tax affidavits and applications and the like, conveying title to the Real Properties to Purchaser based on the legal descriptions attached hereto as Exhibits A-1 and A-2. (ii) Quitclaim deeds, if requested by Purchaser and in the event that the surveyed legal descriptions of the respective Real Properties differ from the legal descriptions that vested title to the Real Properties in Sellers, quitclaiming title to the Real Properties to Purchaser based on the respective surveyed legal descriptions of the Real Properties; (iii) Assignments of leases and other occupancy agreements as to both of the Real Properties in the form of the same set forth on Exhibit 5.3(ii) attached hereto and incorporated herein by reference. (iv) with respect Bills of sale and assignment, in for the form Exhibit 5.3(iii) hereto. (v) In the event that Sellers shall have been unable to satisfy the Estoppel Condition on account of a failure to deliver the Required Tenant Estoppels, but Purchaser nevertheless has elected to close the transaction contemplated hereby and waive such failure, then, at Closing, Sellers shall deliver a so-called “Seller Estoppel” as to each Ground Leased Propertyof the Leases for which no such estoppel letter has been obtained as of the Closing, until Seller has delivered a combination of tenant estoppel letters and Seller Estoppels equal to the percentage of Required Tenant Estoppels. Each such “Seller Estoppel” shall be executed by Sellers and be in the same form as the estoppel letter form to be delivered by Purchaser to Sellers hereunder with the applicable lease information completed therein, subject to any changes necessary to make any Seller Estoppel factually accurate. Each such “Seller Estoppel” shall survive Closing until Purchaser receives an improvements only deed actual estoppel letter from the applicable tenant. (vi) Certified Rent Rolls as required by Applicable Law of the Closing Date. (an vii) So-called “Improvement Deed”) bring down” certificates advancing the effective date of the Representations to be as of the Closing Date, same to be in substantially the form of Exhibit L 5.3(vi) attached hereto, duly executed by subject to such changes in facts and circumstances as necessary to cause the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall Representations to be sufficient to transfer true and convey to the Buyer (or a Designated Subsidiary) all correct as of the relevant Seller’s rights Closing Date. (viii) Non-foreign person affidavits in the improvements on form of Exhibit 5.3(vii) attached hereto. (ix) Evidence that all Contracts have been terminated as of the Ground Leased Property Closing. (x) Exclusive possession of the Properties to Purchaser, subject only to the Permitted Exceptions with reference applicable to such Ground Leased Property;each and to possessory interest of the tenants under the Leases. (vxi) with respect On or before one (1) business day after Closing, Sellers shall deliver to each Property:Purchaser’s offices at 00000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxx 00000, Attention Director of Lease Administration, all original Leases, lease files, correspondence files and other books and records, keys to all leased premises, security codes, if any, and maintenance agreements (e.g., HVAC maintenance agreement) relating solely to the Properties in Sellers’ and/or their property and/or asset manager’s possession. (Axii) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, All existing plans and specifications in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed or control relating to the improvements located upon location; (H) the Real Properties; all security deposits licenses and letters certificates of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed occupancy or such other comparable certificates or documents issued by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) appropriate governmental authorities with respect to the Real Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; andor any part thereof. (xiii) a broker’s lien affidavit Notices to all tenants of the Real Properties of the change of ownership of the Properties and directing that rental and all other payments to be made by such tenants under their Leases shall thereafter be paid to Purchaser at an address to be designated by Purchaser in such notices, the same to be in form of Exhibit R attached 5.3(xii) hereto, duly executed by each applicable broker;. (cxiv) [Reserved]; (d) [Reserved]; and (e) [Reserved]The loan assumption documentation evidencing the sale of the Properties subject to the First Mortgage Loans, such documentation to be on and subject to the terms and conditions hereof.

Seller’s Deliveries. Xxxxxx and Xxxxx acknowledge and agree that, prior to the Effective Date, Seller delivered copies of certain due diligence items in a “Sharefile” link provided by Seller to Buyer. Following the Effective Date Seller shall, within five (a5) [Reserved] (b) The Sellers shall days of request from Buyer, deliver the following documents at the Closing: (i) a duly executed Secretary’s Certificate from each Seller copies of (or otherwise upload to such “Sharefile” link) any other documents and items in Seller’s possession or under Seller’s control, that are reasonably requested by Buyer or if not requested or if later received or developed, information that Seller in good faith believes is or may be materially pertinent to Buyer’s “due diligence review,”. Such information shall include without limitation, and Buyer specifically requests: copies of building permits, if any, any current surveys, maps, studies, engineering reports, soils reports, well reports, drainage studies, crop maps, planting histories, environmental assessments and reports, operating permits, air pollution control district permits, fertilizer, herbicide and pesticide storage, use application and disposal records. Notwithstanding the general partner foregoing, in no event shall Seller be obligated to provide to Buyer any privileged, confidential or managing member proprietary materials or information (including, without limitation, internal memoranda of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revokedbudgets, modified financial analyses or amended; (ii) an executed Incumbency Certificate from each Seller (projections, appraisal reports or the general partner or managing member of such Sellerother valuation information, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Sellerorganizational, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing; (iii) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, financial and other documents relating to Seller or its affiliates (except as the Buyer or Escrow Agent may reasonably require in order required to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) conduct Buyer’s due diligence with respect to the Properties located in North Carolinaproposed Management Agreement and Marketing Agreement, a form 1099-NRS (Non-Resident Sellerand Seller acknowledges that this proviso shall not apply thereto), executed or any report or studies that have been superseded by subsequent reports or studies, or any documents or information subject to attorney-client privilege or that constitute attorney work product). Unless and to the relevant Seller; (xi) an affidavit that extent otherwise expressly set forth in Section 8 of this Agreement, Seller otherwise makes no representations or warranties regarding the relevant Seller is not a “foreign person” within the meaning sufficiency, truthfulness, completeness or accuracy of the Foreign Investment due diligence materials, provided that if Seller has knowledge of any material inaccuracy or misstatement in Real Property Tax Act any such materials, it shall have an affirmative obligation to call such material inaccuracy or misstatement to Buyer’s attention. Buyer hereby acknowledges and understands that all such materials made available by Seller are only for Buyer’s convenience in making its own examination and determination prior to the expiration of 1980the Due Diligence Period as to whether it wishes to purchase the Property, as amendedand, in substantially so doing, Buyer shall rely exclusively upon its own independent investigation, verification and evaluation of every aspect of the form Property and not upon any of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed Reports or materials supplied by Seller; and . Seller shall, within five (xiii5) a brokerdays of receipt thereof, complete and return to Buyer or Buyer’s lien affidavit in environmental consultant, the form of Exhibit R attached heretostandard Phase I environmental assessment questionnaire prepared by Xxxxx’s environmental consultant. Seller shall also provide yield information for the 2020/21 crop year, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved]and the 2021/22 crop year as soon as the same becomes available to Seller.

Seller’s Deliveries. On or before the Closing Date, Seller shall deliver to Purchaser, duly executed and acknowledged where required: (a) [Reserved]Deeds for the Real Property in substantially the form of Exhibit A, duly executed and with such evidence of corporate authority of Seller as may be required in order to record the deeds and satisfy the reasonable requirements of the Real Property’s title insurance (if any), pursuant to which good and marketable fee simple title to Real Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faults and without covenants against the grantor’s acts provided that Seller shall convey to Purchaser good and marketable fee simple title to the Real Property, which is of a condition that permits a reputable title insurance company of national standing to issue an owner’s title insurance policy subject to customary exceptions not affecting marketability of title; (b) The Sellers shall deliver A xxxx of sale for the following documents at Purchased Assets (other than the Closing: (i) a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing; (iii) with respect to each Property that is not a Ground Leased Real Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached heretoB, duly executed by the relevant Seller, pursuant to which deed, upon proper recording by the Buyer, such Purchased Assets shall be sufficient transferred to transfer and convey Purchaser “AS IS”, “WHERE IS”, with all faults, subject, however, to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights representations and warranties made in the Property subject only to the Permitted Exceptions with reference to such PropertySection 6.9(b); (ivc) with respect The Assignment and Assumption Agreement; (d) The Lease Assignments; (e) The Shared Space Agreement Assignments; (f) Subject to each Ground Leased Propertythe provisions of Section 8.3, an improvements only deed as required the Required Landlord Consents obtained by Applicable Law Seller; (an “Improvement Deed”g) An Officer’s Certificate in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased PropertyF; (vh) with respect to each Property: (A) an Assignment An opinion of Leases, duly executed by the relevant counsel of Seller, together dated as of the Closing Date, in form and substance reasonably satisfactory to Purchaser, to the effect that: (i) Seller is validly existing and in good standing under the laws of the jurisdiction of its formation, with full corporate power and authority to enter into and perform its obligations under this Agreement; (ii) Seller has duly and validly authorized, executed and delivered this Agreement; and (iii) assuming due authorization, execution and delivery by Purchaser and Parent, this Agreement constitutes Seller’s legal, valid and binding obligation, enforceable against Seller in accordance with its terms, except as enforcement may be limited by receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as bankruptcy, insolvency, reorganization, moratorium or other laws of general applicability relating to or affecting creditor’s rights, or the original Leaseslimiting effect of rules of law governing specific performance, equitable relief and other equitable remedies or the waiver of rights or remedies; (Bi) a xxxx The Draft Closing Statement; (j) A limited power of sale (a “Xxxx attorney granting Purchaser the authority to execute certain documents on behalf of Sale”), duly executed by the relevant Seller, Seller in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the PropertyG; (Ck) an Assignment Certified copy of Contractsthe resolutions adopted by Seller’s Board of Directors, duly executed by approving the relevant Agreement and the transactions contemplated thereby; (l) Physical possession of Purchased Assets capable of physical delivery and in the possession of and reasonably available to Seller, provided, however, that the delivery of Purchased Assets shall not convey to Purchaser any right of ownership or use to any proprietary information or trade name, trademark or service xxxx, logo or corporate name that may be contained within or relating to any such Purchased Assets; (m) Possession of Loan files and other books, records and documentation regarding the Loans and all collateral (which may be facsimiles or other electronic records of the same in lieu of originals) in the possession or control of Seller relating to the Loans; (n) Possession of the Safe Deposit Agreements and books, records and documentation regarding the Deposit Liabilities and other Purchased Assets and Assumed Liabilities (which may be facsimiles or other electronic records of the same in lieu of originals) in the possession or control of Seller; (Do) an assignment Possession of all warrantiesbooks, permits, licenses records and documents related to the Deposit Liabilities (which may be facsimiles or other Asset-Related Property electronic records of the same in lieu of originals) in the form possession or control of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (Gp) all keys Such other documents as are necessary to each Property which are in effect the Sellers’ possession transactions contemplated hereby as Purchaser shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereofreasonably request; and (Iq) for each Ground Leased PropertyUpdated schedules (as applicable) of the Loans, an Assignment the Purchased Assets and Assumed Liabilities as of Ground Leases, duly executed a date mutually agreed upon by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiii) a broker’s lien affidavit in the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved]parties.

Seller’s Deliveries. At the Closing, Seller shall deliver, or cause to be delivered, to Buyer each of the following items (the receipt of all of which are conditions precedent to the obligation of Buyer to close the transactions contemplated hereby): (a) [Reserved] (b) The Sellers shall deliver the following documents at the Closing: (i) a duly executed Secretary’s Certificate from each Seller (or Special Warranty Deed(s) for the general partner or managing member Real Property, substantially in the form attached hereto as Exhibit 5.2(a), dated as of such Sellerthe Closing Date, where appropriate) certifying that such Seller has taken all necessary action conveying fee simple title to authorize the execution Real Property, free and clear of all documents being delivered hereunder Liens and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing; (iii) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such PropertyEncumbrances; (ivb) with respect to each Ground Leased Propertya duly executed Bxxx of Sale, an improvements only deed as required by Applicable Law (an “Improvement Deed”) substantially in substantially the form of attached hereto as Exhibit L attached hereto5.2(b), duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all dated as of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased PropertyClosing Date; (vc) with respect to each Property: (A) an Assignment of Leases, a duly executed by Assignment and Assumption Agreement, substantially in the relevant Sellerform attached hereto as Exhibit 5.2(c), together with dated as of the original LeasesClosing Date; (Bd) a xxxx of sale (a “Xxxx of Sale”duly executed Internet Domain Name Transfer Agreement, substantially in the form attached hereto as Exhibit 5.2(d), dated as of the Closing Date; (e) all other instruments of sale, assignment, transfer and conveyance as Buyer may reasonably and timely request evidencing and effecting the sale and transfer to Buyer of the Acquired Assets, each duly executed and dated as of the Closing Date; (f) a duly executed Non-Competition Agreement executed by the relevant SellerSeller and Guarantor, substantially in substantially the form attached hereto as Exhibit 5.2(f), and dated as of the Closing Date; (g) a duly executed Non-Solicitation Agreement executed by Seller and Guarantor, substantially in the form attached hereto as Exhibit M 5.2(g), and dated as of the Closing Date; (h) a duly executed Termination of Toll Production Agreement, substantially in the form attached heretohereto as Exhibit 5.2(h); (i) one or more certificates, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which dated as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, and duly executed by an authorized officer of Seller, certifying as to the relevant fulfillment by Seller of the conditions set forth in Section 5.1(a) required to be satisfied by Seller; (Dj) an assignment all (i) authorization codes, access codes, passwords, usernames or similar sequences of all warranties, permits, licenses characters and other Asset-Related Property in the form numbers giving full use of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence and access to any of the resignationAcquired Assets, with effect as including, but not limited to, those relating to the domain names that are part of the applicable ClosingIntangible Property, of all of Sellers’ employees and/or Affiliates from all offices or directorships and (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (Fii) the Tenant Notices name and Ground Lessor Noticesemail address of any administrative contact, duly executed by technical contact and billing contact for the relevant Sellerdomain name; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiii) a broker’s lien affidavit in the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved].

Seller’s Deliveries. (a) [Reserved] (b) The Sellers shall deliver Subject to the following documents terms and conditions hereof, at the ClosingClosing the Seller shall deliver, or cause to be delivered, to the Purchaser, any Designee or their permitted assigns the following: (i) all documents, certificates, and agreements reasonably necessary to transfer to the Purchaser or one or more of its Designees all of the Seller's legal and beneficial right, title and interest in, to and under all of the Acquired Assets, free and clear of any and all Encumbrances thereon other than Surviving Permitted Encumbrances, including (A) special warranty deeds or the equivalent thereof in the applicable jurisdiction in recordable form relating to the Real Property included in the Acquired Assets, (B) a duly executed Secretary’s Certificate from xxxx of sale in form and substance reasonably satisfactory to the Purchaser transferring the Acquired Assets consisting of personalty to the Purchaser, (C) a duly executed Assignment and Assumption Agreement with respect to each Seller Assumed Contract together with any necessary transfer declarations or other filings (or and in recordable form if required by the general partner or managing member Purchaser), subject, however, to the provisions of such Seller, where appropriateSection 1.06(b) certifying that such Seller has taken all necessary action to authorize in the execution case of Shared Contracts and (D) executed assignments of all documents being delivered hereunder patents, trademarks, trade names, assumed names, and copyrights and all applications therefor, and all other Intellectual Property included within the consummation of all of Acquired Assets in forms suitable for filing with the transactions contemplated hereby U.S. Patent and that such authorization has not been revokedTrademark Office or U.S. Copyright Office, modified or amendedand any other applicable offices and jurisdictions, as appropriate; (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority a certified copy of the officers of such Seller (Sale Order, which order shall have become final and non-appealable and shall not have been modified or the general partner or managing member of such Seller, where appropriate) amended in any manner that has not been agreed to execute this Agreement and the other documents delivered by such Seller to the Buyer at the ClosingPurchaser in its sole discretion; (iii) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) an executed release of the security interest held by General Electric Capital Corporation in substantially the form of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer any and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights trademark registrations and applications included in the Acquired Intellectual Property subject only to in form suitable for recording with the Permitted Exceptions with reference to such PropertyU.S. Patent and Trademark Office and any other applicable offices and jurisdictions; (iv) with respect executed copies of any consents referred to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property;Section (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, all documents containing or relating to all fixtures, chattels, equipment and articles of personal property owned by "know-how" included within the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant SellerAcquired Assets; (vi) all of the Closing Statementbooks and records included within the Acquired Assets, duly executed by and all of the Sellersother tangible Acquired Assets, possession of which in each case shall be delivered to the Purchaser, its Designee or their permitted assigns, as applicable, at the Real Property; (vii) such other assignmentscertificates of non-foreign status for the Seller substantially in the form attached hereto as Exhibit G ("FIRPTA Certificates"); provided, instruments however, that if the Seller fails to deliver the FIRPTA Certificates and the Purchaser elects to proceed with the Closing, the Purchaser shall be entitled to withhold from the Cash Consideration the amount required to be withheld pursuant to Section 1445 of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunderCode; (viii) a closing certificate all other previously undelivered documents required to be delivered by the Seller to the Purchaser at or prior to the Closing in connection with the form of Exhibit O attached heretoContemplated Transactions; (ix) a release by the Seller and its current officers or directors of any and all transfer tax returns which are required by law and claims arising through the regulations issued pursuant thereto Closing Date against the Purchaser, its Affiliates or any of their respective current or former officers, directors, employees, agents, accountants or other advisors, in connection with the payment of all state or local real property transfer taxes that are payable or arise their capacities as a result of the consummation of the transactions contemplated by such, other than any arising under this Agreement, in each case, as prepared and duly executed by the relevant Seller;; and (x) at the Seller's expense, the Owner's Title Insurance Policy (in accordance with respect the commitment for title insurance delivered to the Properties located in North CarolinaPurchaser pursuant to Section 5.19). In addition, a form 1099-NRS (Non-Resident Seller)not later than one Business Day prior to the Closing Date, the Purchaser shall have received executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning copies of the Foreign Investment in Real Property Tax Act of 1980Parmalat Name Rights License and the DASI Technology Agreement, as amendedto be effective at the Closing Date, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q forms attached heretohereto as Exhibits E and F, duly executed by Seller; and (xiii) a broker’s lien affidavit in the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved]respectively.

Seller’s Deliveries. (a) [Reserved] (b) The Sellers shall deliver the following documents at the Closing: (a) with respect to each Property, a deed (a “Deed”) in substantially the form attached hereto as Exhibits H-1 through H-4, as applicable, duly executed and acknowledged by the relevant Seller; (b) an Assignment of Leases with respect to the Space Leases at each Property, duly executed by the relevant Seller; (c) an Assignment of Contracts with respect to the Assumed Contracts at each Property, duly executed by the relevant Seller; (d) subject to Section 14.2 with respect to the San Diego Business Center Lease, an Assignment of Assumed Supplemental Leases, duly executed by the relevant Seller; (e) a xxxx of sale with respect to the Personal Property located at each Property, (a “Xxxx of Sale”) duly executed by the relevant Seller in substantially the form of Exhibit I hereto; (f) an assignment of all warranties, permits, licenses and intangibles with respect to each Property, each in the form of Exhibit J attached hereto (an “Assignment of Licenses, Permits, Warranties and General Intangibles”), duly executed by the relevant Seller; (g) subject to Section 14.1, an Assignment of Franchise Agreement with respect to the Franchise Agreements relating to the Westin San Diego Property and the Westin Washington DC Property, duly executed by the relevant Seller; (h) subject to Section 14.1, a Termination of Franchise Agreement with respect to the Franchise Agreements relating to the Hilton Boston Property and the Hilton Burlington Property, duly executed by the relevant Seller; (i) subject to Section 14.1, an Assignment of Management Agreement with respect to each Management Agreement other than the WHM Management Agreement, duly executed by the relevant Seller; (j) a termination of the WHM Management Agreement in substantially the form of Exhibit N hereto, duly executed by the relevant Seller and WHM; (k) the Interim Management Agreement, duly executed by WHM; (l) payoff letters from the lender(s) with respect to the Existing Financing; (m) the Registration Rights Agreement, duly executed by an affiliate of the Sellers named therein; (n) the Transfer Notices, duly executed by the relevant Seller; (o) the Assignment of Union Contract, duly executed by the relevant Seller; (p) such other assignments, instruments of transfer, and other documents as the Buyer may reasonably require in order to complete the transactions contemplated hereunder, in each case, duly executed by the applicable Seller; (q) a duly executed and sworn Secretary’s 's Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (iir) an executed and acknowledged Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing; (iii) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ixs) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xit) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached K hereto; (xiiu) a title affidavit in the form of Exhibit Q attached heretoClosing Statement, duly executed by Seller; andthe Sellers; (xiiiv) a broker’s lien affidavit in the form of Exhibit R attached heretoTitle Affidavit, duly executed by each applicable brokerSeller; (cw) [Reserved]resignation of the members of the condominium board with respect to the Westin San Diego Property which were appointed by a Seller; (dx) [Reserved]; andthe originals, or if unavailable, copies of all permits, licenses and material governmental approvals in the possession of Seller, if any, including, without limitation, the current certificates of occupancy, Franchise Agreements, Assumed Contracts, books and records relating to the Assets, Space Leases and Supplemental Leases. Posting of such items on the electronic datasite for the transaction on or prior to the Closing Date or the location of such items at the applicable Property on the Closing Date shall constitute delivery to the Buyer; (ey) [Reserved].all combinations to safes, keys, codes, and passcards relating to the operation of the Assets. Posting of such items on the electronic datasite for the transaction on or prior to the Closing Date or the location of such items at the applicable Property on the Closing Date shall constitute delivery to the Buyer;

Seller’s Deliveries. Subject to fulfillment or waiver of the conditions set forth in Article X, at Closing Parent and Seller shall deliver to Buyer all the following: (a) [Reserved]certificates of good standing of Parent and Seller issued as of a recent date by the Secretary of State of the State of New York; (b) The Sellers shall deliver certificates of the following documents at secretary or an assistant secretary of Parent and Seller, dated the Closing: Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) no amendments to the Certificate of Incorporation of Seller or Parent since a duly executed Secretary’s Certificate from each specified date; (ii) the by-laws of Seller and Parent; (or iii) the general partner or managing member resolutions of such Sellerthe Board of Directors of Seller and Parent authorizing the execution, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution delivery and performance of all documents being delivered hereunder this Agreement and the consummation of all of Seller Ancillary Agreements and the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; thereby; and (iiiv) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority incumbency and signatures of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute and Parent executing this Agreement and the other documents delivered by such any Seller to the Buyer at the ClosingAncillary Agreement; (iiic) the certificates of Seller and Parent contemplated by Section 2.5 and Section 9.1, duly executed by an authorized officer of Seller and Parent; (d) the Instrument of Assignment duly executed by Parent and Seller; (e) the Transition Services Agreement, duly executed by Seller; (f) the Escrow Agreement, duly executed by Parent and Seller; (g) an opinion of counsel to Parent and Seller reasonably acceptable to Buyer, substantially in the form provided to Buyer as of the date hereof; (h) on a confidential basis, a copy of the opinion of Xxxxxxx & Co. LLC, Parent’s financial advisor, to the Board of Directors of Parent, to the effect that as of the date of this Agreement, the Purchase Price for the Purchased Assets is fair to Parent’s shareholders from a financial point of view, it being understood and agreed that a copy of such opinion shall be delivered solely for informational purposes, without recourse against Parent, Seller or Xxxxxxx & Co. LLC and without any reliance thereon by Buyer; (i) certificates of title or origin (or like documents) with respect to each Property that any vehicles or other equipment (j) included in the Purchased Assets for which a certificate of title or origin is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) required in substantially the form of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient order to transfer and convey to the Buyer (title;all consents, waivers or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property; (iv) approvals obtained by Seller or Parent with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (Purchased Assets or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (xk) an assignment, in recordable form, with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning each of the Foreign Investment in leases of Leased Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit included in the form of Exhibit Q attached heretoPurchased Assets pursuant to Section 7.8, duly executed by Parent or Seller, as applicable, and in form and substance reasonably satisfactory to Buyer; (l) an executed certificate of non-foreign status of Parent and Seller complying with the provisions of United States Treasury Regulation Section 1.1445-2(b); (m) assignments, in recordable form, with respect to each of the registered Copyrights, issued Patent Rights, registered Trademarks and pending applications for the registration or issuance of any Copyrights, Patent Rights and Trademarks included in the Purchased Assets, duly executed by Seller and in form and substance reasonably satisfactory to Buyer; (n) a certificate of insurance with respect to Parent’s employment practices liability insurance policy then in effect; and (xiiio) a broker’s lien affidavit such other bills of sale, assignments and other instruments of transfer or conveyance as Buyer may reasonably request or as may be otherwise necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets to Buyer. In addition to the above deliveries, Seller shall take all commercially reasonable steps and actions on or after the Closing Date as Buyer may reasonably request or as may otherwise be necessary to put Buyer in actual possession or control of the Purchased Assets. Notwithstanding anything to the contrary contained herein, to the extent any Purchased Assets (excluding books and records) are located at an office of Seller the lease for which is not included in the form Purchased Assets or otherwise used or sublet by Buyer pursuant to Section 7.8, Buyer shall be responsible for all costs in connection with taking actual possession of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved]such Purchased Assets.

Seller’s Deliveries. (a) [Reserved] (b) The Sellers At Closing, expressly conditioned upon Purchaser's performance of its obligations under Section 6.2(b), Seller shall deliver the following documents at the Closingdeliver: (i) a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all possession of the transactions contemplated hereby and that such authorization has not been revokedProperty, subject to the Permitted Exceptions, as modified or amendedherein; (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closingextent available and in Seller's possession, copies of all Permits; (iii) with respect to each Property that is not a Ground Leased Property, a special/limited an executed and acknowledged special warranty deed (the "DEED") in the form set forth in Exhibit B conveying the Real Property subject to the Permitted Exceptions; (iv) a “Deed”) bill of sale in substantially the form of Exhibit K attached heretoC (the "BILL OF SALE"), duly executed and acknowledged by the relevant Seller, which deed, upon proper recording by conveying without warranty the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such PropertyPersonalty; (ivv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) executed Assignment and Assumption of Warranties in substantially the form of Exhibit L attached hereto, duly executed by E (the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property; (v) with respect to each Property: (A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”"ASSIGNMENT OF WARRANTIES"), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) a certificate of Seller respecting the Closing Statement, duly executed by non-foreign status of Seller in the Sellersform set forth in Exhibit D attached hereto; (vii) such other assignmentsthe originals of the Warranties, instruments of transferService Contracts, Plans and other documents as the Buyer or Escrow Agent may reasonably require Permits in order to complete the transactions contemplated hereunderSeller's possession; (viii) a closing certificate an executed Lease between Purchaser and Dave & Buster's I, L.P. ("TENANT") in thx xxrm attached hereto as Exhibit F (the form of Exhibit O attached hereto;"LEASE"); and (ix) all transfer tax returns which are such other documents as may be reasonably required by law and Closing Agent, including, but not limited to, documents evidencing the regulations issued pursuant thereto in connection with authority of Seller to consummate the payment of all state or local real property transfer taxes that are payable or arise as a result sale of the consummation of the transactions contemplated by Property in accordance with this Agreement, in each case, as prepared Agreement and duly executed by the relevant Seller; (x) with respect designating those persons authorized to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiii) a broker’s lien affidavit in the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved]execute and deliver all necessary documents at Closing.

Seller’s Deliveries. On or before the Closing Date, Seller ------------------- shall deliver to Purchaser, duly executed and acknowledged where required: (a) [Reserved] (b) The Sellers shall deliver the following documents at the Closing: (i) a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder An assignment and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing; (iii) assumption agreement with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) the Assumed Liabilities in substantially the form of Exhibit K attached heretoA hereto (the "Assignment and --------- -------------- Assumption Agreement"), duly executed in counterparts by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer ; -------------------- (or a Designated Subsidiaryb) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such PropertyThe Draft Closing Statement; (ivc) Subject to Section 11.6 hereof, the resignation of Seller as trustee or custodian, as applicable, with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights IXX deposit account included in the improvements on Deposit Liabilities and the Ground Leased Property subject only to the Permitted Exceptions designation of Purchaser as successor trustee or custodian with reference to such Ground Leased Propertyrespect thereto; (vd) with respect to each Property: (A) an Assignment Physical possession of Leases, duly executed by the relevant Seller, together with the original Leasesall Purchased Assets as are capable of physical delivery; (Be) a xxxx Possession of sale (a “Xxxx all files for the Deposit Liabilities in custody of Sale”)Seller relating thereto, duly executed by including signature cards for the relevant SellerDeposit Liabilities, in substantially the form of Exhibit M attached hereto, relating and at least sufficient to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached allow Purchaser to the Propertycomply with its obligations under Section 13 hereof; (Cf) an Assignment A certificate of Contracts, duly executed the Secretary of Seller certifying to the resolutions adopted by the relevant SellerBoard of Directors of Seller approving and authorizing the transactions contemplated hereby; (Dg) an assignment A certificate of the Chief Executive Officer and Chief Financial Officer of Seller as to the accuracy in all warranties, permits, licenses material respects of the representations and other Asset-Related Property warranties of the Seller herein as of such Closing Date and as to the performance in all material respects by the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”)Seller all its obligations hereunder to be performed at or prior to such Closing Date; (Eh) an Association Assignment, duly executed The written consent or the approval of the Office of Thrift Supervision to a transfer application filed by the relevant Seller, together with evidence Seller on Form 1589 to transfer the Deposit Liabilities and Purchased Assets of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) with respect Branch to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiiii ) a broker’s lien affidavit in Such other documents as are necessary to effect the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved]transactions contemplated hereby as Purchaser shall reasonably request.

Seller’s Deliveries. On or before the Closing Date, Seller shall deliver or cause to be delivered to Buyer or to Escrowee the following documents, each of which shall be in form and substance reasonably acceptable to Buyer: (a) [Reserved]The Deed, executed by Seller; (b) The Sellers shall deliver Two (2) counterpart originals of Seller’s Assignment and Assumption of Contracts substantially in the following form attached as Exhibit G hereto (the “Assignment of Contracts”), executed by Seller; (c) Two (2) counterpart originals of Seller’s Assignment and Assumption of the Licenses and Permits and Warranties, substantially in the form attached as Exhibit H hereto (the “Assignment of Licenses and Permits and Warranties”), executed by Seller; (d) Seller’s Bxxx of Sale assigning and conveying the Tangible Personal Property and the Intangible Personal Property substantially in the form attached as Exhibit I hereto (“Bxxx of Sale”), executed by Seller; (e) Two (2) counterpart originals of Seller’s Assignment and Assumption of Leases substantially in the form attached as Exhibit J hereto (the “Assignment of Leases”), executed by Seller; (f) To the extent not theretofore delivered to Buyer, the original Required Lease Estoppel Form; (g) To the extent in Seller’s possession, originals or copies of the executed counterparts of all Leases, all Contracts, all Licenses and Permits, and all Warranties, assigned to Buyer, all of which documents may remain held at the Closing:Real Property and shall be transferred to Buyer by means of the transfer of possession of the Real Property hereunder; (h) Counterparts of letters to parties under the Leases and the Contracts advising that same have been sold and assigned to Buyer; (i) a duly executed Secretary’s Certificate from each Seller (or Evidence confirming the general partner or managing member due authorization, execution and delivery of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered to be executed in connection herewith by such Seller to the Buyer at the ClosingSeller; (iiij) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially To the form of Exhibit K attached hereto, duly executed extent required by the relevant SellerTitle Company, which deed, upon proper recording an ALTA Statement in customary form required by the BuyerTitle Company in order to issue the Title Policy required hereunder; (k) An executed Affidavit in customary form, shall be sufficient to transfer or a qualifying statement from the U.S. Treasury Department, that the transaction is exempt from the withholding tax requirement imposed by Section 1445A of the Internal Revenue Code and convey the rules and regulations promulgated thereunder (“Code”); (l) All keys to the Buyer Improvements in Seller’s possession; (m) Subject to Section 11.7 below, the Title Policy (or a Designated Subsidiary“marked-up” title commitment as described in Section 4.1 above) all of issued by the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such PropertyTitle Company; (ivn) Any state, county and municipal transfer declarations or notices which are legally or customarily required to be executed by Seller to effectuate the conveyance and transfer of the Property contemplated hereby; (o) Subject to Section 11.7 below, such other documents, instruments, certifications and confirmations as may be reasonably necessary or appropriate to comply with respect the provisions of this Agreement or as may be reasonably required and designated by the Title Company to each Ground Leased Propertyfully effect and consummate the transactions contemplated hereby; (p) Funds sufficient to pay any amounts required to be paid by Seller in accordance with the provisions of Article 10 (which funds may, an improvements only deed as required at Seller’s election, be accounted for from the net Purchase Price proceeds being delivered by Applicable Law Buyer hereunder); (an “Improvement Deed”q) A letter to Buyer’s auditor in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property;; and (vr) with respect to each Property: (A) an Assignment Without limiting the conditions set forth in Section 8.1, Seller shall execute and deliver, at Closing, a certificate, updating and reaffirming the representations and warranties of LeasesSeller contained in Section 6.1, duly executed by the relevant Seller, together with the original Leases; (B) a xxxx of sale (a “Xxxx of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which effective as of the Closing Date are located upon Date; provided, however, Seller may, as part of such certificate, modify any of Seller’s representations and warranties contained in Section 6.1 of this Agreement, based on any changed facts or attached circumstances, in order to make the Property; (C) an Assignment of Contracts, duly executed by the relevant Seller; (D) an assignment of all warranties, permits, licenses representations and other Asset-Related Property in the form of Exhibit N attached hereto (an “Assignment of Asset-Related Property”); (E) an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect warranties true and correct as of the applicable ClosingClosing Date, provided, further, any claim that Buyer may have for any breach of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents; (F) the Tenant Notices representations and Ground Lessor Notices, duly executed by the relevant Seller; (G) all keys to each Property which are warranties contained in the Sellers’ possession such certificate shall be transferred at a mutually agreed upon location; (H) all security deposits and letters of credit as provided in Section 10.2(a) hereof; and (I) for each Ground Leased Propertysubject to the same limitations, an Assignment of Ground Leases, duly executed by the relevant Seller; (vi) the Closing Statement, duly executed by the Sellers; (vii) such other assignments, instruments of transfer, survival periods and other documents terms and conditions as the Buyer or Escrow Agent may reasonably require otherwise set forth in order this Agreement relative to complete the transactions contemplated a breach of representations and warranties hereunder; (viii) a closing certificate in the form of Exhibit O attached hereto; (ix) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller; (x) with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller; (xi) an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit P attached hereto; (xii) a title affidavit in the form of Exhibit Q attached hereto, duly executed by Seller; and (xiii) a broker’s lien affidavit in the form of Exhibit R attached hereto, duly executed by each applicable broker; (c) [Reserved]; (d) [Reserved]; and (e) [Reserved].