Common use of Seller’s Deliveries Clause in Contracts

Seller’s Deliveries. At the Closing, Seller shall deliver or cause to be delivered to Buyer, at Seller’s sole expense, each of the following items: 5.6.1 A special warranty deed (the “Deed”) duly executed and acknowledged by Seller, substantially in the form attached hereto as Exhibit “E”. 5.6.2 A xxxx of sale, general assignment and assignment and assumption of lease (the “Xxxx of Sale and Assignment”) in the form attached hereto as Exhibit “F” which shall transfer, convey, sell, assign and set over to Buyer all of Seller’s right, title and interest in and to the Personal Property, Lease, Tenant Deposit, Property Contracts, Intangible Property and Miscellaneous Property. 5.6.3 Originals of the Lease or any occupancy agreements (with all amendments and modifications thereto) in Seller’s possession or control relating to the Property, together with the Threshold Estoppel required under Section 5.4.3 of this Agreement and the SNDA required under Section 5.4.4 of this Agreement. 5.6.4 All keys in Seller’s possession to all locks on the Property and all documents in the possession of Seller pertaining to the tenant of the Property, including all applications, correspondence and credit reports relating to such tenant. 5.6.5 A non-foreign person affidavit sworn to by Seller as required by Section 1445 of the Code. 5.6.6 Such evidence, documents, affidavits and 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 materialmen’s liens; (ii) parties in possession; (iii) the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Property; or (iv) any other matter reasonably required to enable the Title Company to issue the Title Policy and endorsements thereto. 5.6.7 Originals of all Property Contracts assumed by Buyer and all other documents in the possession of Seller relating to the operation of the Property including all permits, licenses, approvals, plans, specifications, guaranties and warranties. 5.6.8 A duly executed closing statement reflecting the adjustments and prorations required by this Agreement (the “Closing Statement”). 5.6.9 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. 5.6.10 Such other instruments as may be reasonably required to consummate the transactions contemplated by this Agreement.

Seller’s Deliveries. At the Closing, Seller shall deliver or cause to be delivered to BuyerEscrow Holder, at Seller’s sole cost and expense, each of the following items: 5.6.1 5.4.1 A special warranty deed (the “Deed”) duly executed and acknowledged by Seller, substantially Seller in a form reasonably acceptable to the form attached hereto as Exhibit “E”Title Company and the Buyer. 5.6.2 5.4.2 A xxxx bxxx of sale, general assignment and assignment and assumption of lease Lease (the “Xxxx Bxxx of Sale and Assignment”) in the a form attached hereto as Exhibit “F” acceptable to Seller and Buyer which shall transfer, convey, sell, assign and set over to Buyer all of Seller’s right, title and interest in and to the Personal Property, Lease, Tenant Deposit, Property ContractsContracts (which Buyer elected to assume, if any), Intangible Property Property, Trade Names and Miscellaneous Property. 5.6.3 5.4.3 Originals of the Lease Leases, or, in the alternative, make the Leases available to Buyer in the leasing or any occupancy agreements (with all amendments and modifications thereto) in Seller’s possession or control relating to management office of the Property, together with the Threshold Estoppel required under Section 5.4.3 of this Agreement and the SNDA required under Section 5.4.4 of this Agreement. 5.6.4 5.4.4 All keys in Seller’s possession to all locks on the Property and all documents in the possession of Seller pertaining to the tenant of the PropertyTenant, including all applications, correspondence and credit reports relating to such tenantTenant. 5.6.5 5.4.5 A non-foreign person affidavit sworn to by Seller as required by Section 1445 of the Internal Revenue Code. 5.6.6 5.4.6 Such evidence, documents, affidavits and 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 materialmen’s liens; (ii) parties in possession; (iii) the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Property; or (iv) any other matter reasonably required to enable the Title Company to issue the Title Policy and endorsements thereto. 5.6.7 5.4.7 Originals of all Property Contracts assumed by Buyer and all other documents in the possession and/or control of Seller relating to the use and/or operation of the Property including Property, including, without limitation, all permits, licenses, approvals, plans, specifications, guaranties and warrantieswarranties or, in the alternative, make such documents available to Buyer in the leasing or management office at the property. 5.6.8 5.4.8 A ..pdf copy of a duly executed closing statement reflecting the adjustments and prorations required by this Agreement (the “Closing Statement”). 5.6.9 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. 5.6.10 Such other instruments as may be reasonably required to consummate the transactions contemplated by this Agreement.

Seller’s Deliveries. At the Closing, Seller shall deliver or cause to be delivered to Buyer, at Seller’s sole expense, each of the following items: 5.6.1 A special warranty deed (the “Deed”) duly executed and acknowledged by Seller, substantially in the form attached hereto as Exhibit “E”. 5.6.2 A xxxx of sale, general assignment and assignment and assumption of lease (the “Xxxx of Sale and Assignment”) in the form attached hereto as Exhibit “F” which shall transfer, convey, sell, assign and set over to Buyer all of Seller’s right, title and interest in and to the Personal Property, Lease, Tenant Deposit, Property Contracts, Intangible Property and Miscellaneous Property. 5.6.3 Originals of the Lease or any occupancy agreements (with all amendments and modifications thereto) in Seller’s possession or control relating to the Property, together with the Threshold Estoppel required under Section 5.4.3 of this Agreement and the SNDA required under Section 5.4.4 of this Agreement. 5.6.4 All keys in Seller’s possession to all locks on the Property and all documents in the possession of Seller pertaining to the tenant of the Property, including all applications, correspondence and credit reports relating to such tenant. 5.6.5 A non-foreign person affidavit sworn to by Seller as required by Section 1445 of the Code. 5.6.6 Such evidence, documents, affidavits and 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 materialmen’s liens; (ii) parties in possession; (iii) the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Property; or (iv) any other matter reasonably required to enable the Title Company to issue the Title Policy and endorsements thereto. 5.6.7 Originals To the extent in Seller’s possession, originals of all Property Contracts assumed by Buyer and all other documents in the possession of Seller relating to the operation of the Property including Buyer, all permits, licenses, approvals, plans, specifications, guaranties and warrantieswarranties relating to the Property (including the Lease). 5.6.8 A duly executed closing statement reflecting the adjustments and prorations required by this Agreement (the “Closing Statement”). 5.6.9 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. 5.6.10 Such other instruments as may be reasonably required to consummate the transactions contemplated by this Agreement. 5.6.11 Executed counterparts of the documents required by Existing Lender in order to complete the Loan Assumption.

Seller’s Deliveries. At the Closing, Seller shall deliver or cause to be delivered to Buyer, at Seller’s sole expense, each of the following items: 5.6.1 A special warranty grant deed (the “Deed”“) duly executed and acknowledged by Seller, substantially in the form attached hereto as Exhibit “E”” duly executed and acknowledged by Seller. 5.6.2 A xxxx of sale, general assignment and assignment and assumption of lease Leases (the “Xxxx of Sale and Assignment”) in the form attached hereto as Exhibit “F” which shall transfer, convey, sell, assign and set over to Buyer all of Seller’s right, title and interest in and to the Personal Leases, Tenant Deposits and Intangible Property, Lease, Tenant Deposit, Property Contracts, Intangible Property and Miscellaneous Propertyexecuted by Seller. 5.6.3 A “Xxxx of Sale” in the form attached hereto as Exhibit “G,” executed by Seller. 5.6.4 Originals of the Lease or any occupancy agreements Leases (with all amendments and modifications thereto) in Seller’s possession or control relating to the Property, together with the Threshold Estoppel required under Section 5.4.3 of this Agreement Tenant Estoppels and the SNDA required under Section 5.4.4 of this AgreementSNDA’s. 5.6.4 5.6.5 All keys in Seller’s possession to all locks on the Property and all documents in the possession of Seller pertaining to the tenant of the PropertyTenants, including all applications, correspondence and credit reports relating to such tenantTenants. 5.6.5 5.6.6 A non-foreign person affidavit sworn to by Seller as required by Section 1445 of the Internal Revenue Code. 5.6.6 5.6.7 Such evidence, documents, affidavits and 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 materialmen’s liens; (ii) parties in possession; (iii) the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Property; or (iv) any other matter reasonably required to enable the Title Company to issue the Title Policy and endorsements thereto. 5.6.7 5.6.8 Originals of all Property Contracts assumed by Buyer and all other documents in the possession of Seller relating to the operation of the Property including all permits, licenses, approvals, plans, specifications, guaranties and warranties. 5.6.8 5.6.9 A duly executed closing statement prepared by Escrow Agent reflecting the adjustments and prorations required by this Agreement (the “Closing Statement”). 5.6.9 5.6.10 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. 5.6.10 5.6.11 Such other instruments as may be reasonably required to consummate the transactions contemplated by this Agreement.

Seller’s Deliveries. At the Closing, Seller shall deliver execute (to the extent required) and deliver, or cause to be delivered and/or notarized, where applicable, to Buyer, at Seller’s sole expense, each of Purchaser or the following itemsEscrow Company as appropriate: 5.6.1 A special warranty deed (the a) a recordable Special Warranty Deed (“Deed”) duly executed and acknowledged by Seller, substantially in the form attached hereto as Exhibit “E”. 5.6.2 A xxxx of sale, general assignment and assignment and assumption of lease (the “Xxxx of Sale and Assignment”) in the form attached hereto as Exhibit “F” which shall transfer, convey, sell, assign and set over to Buyer all of Seller’s right, title and interest in and to the Land and Improvements subject to only the Permitted Exceptions in the form attached to this Agreement as Exhibit G; (b) a Xxxx of Sale (“Xxxx of Sale”) transferring to Purchaser all of Seller’s right, title and interest in and to each and every item of Personal PropertyProperty to be transferred in the form attached to this Agreement as Exhibit H; (c) an assignment and assumption agreement (“Assignment and Assumption Agreement”), Leaseto the extent assignable and to the extent that any applicable consent or approval of the counterparty thereto has been obtained, Tenant Depositof all of Seller’s right, Property title and interest in, to and under the Bookings, Hotel Contracts, Intangible Space Leases, Permits, Books and Records, Warranties, Intellectual Property and Miscellaneous Property.Hotel Assets in the form of Exhibit I; 5.6.3 Originals (d) Certificates of the Lease or any occupancy agreements (No Tax Due with all amendments and modifications thereto) in Seller’s possession or control relating respect to the Property, together with ; (e) the Threshold Estoppel required under certificate referred to in Section 5.4.3 9.1(c); (f) the escrow agreement referred to in Section 10.1(b); (g) evidence of this Agreement and termination of the SNDA required under Section 5.4.4 of this existing Management Agreement.; 5.6.4 All keys in Seller’s possession to all locks on the Property and all documents in the possession (h) an affidavit of Seller pertaining to stating that Seller is not a “foreign person” within the tenant meaning of the Property, including all applications, correspondence and credit reports relating to such tenant. 5.6.5 A non-foreign person affidavit sworn to by Seller as required by Section 1445 of the Internal Revenue Code of 1986, as amended (the “Code.”), in the form of Exhibit J; 5.6.6 Such evidence(i) the Closing Statement; (j) any reasonably required real estate transfer tax declarations or similar documentation required to evidence the payment of any tax imposed by any state, documentscounty or municipality together with any change of ownership statements required of sellers of real property under applicable law; (k) a certificate or registration of title for any owned motor vehicle or other Personal Property which requires such certification or registration, affidavits conveying such vehicle or such other Personal Property to Purchaser; (l) all keys, key codes, access codes and indemnifications combinations to locks to the extent known by, or in the possession of, Seller or Manager; (m) an executed estoppel from the Residences HOA with respect to the ORE Agreement, substantially in the form attached hereto as Exhibit V (the “ORE Agreement Estoppel”); (n) such agreements, affidavits, evidence of Seller’s organization, authorization, power and authority, and other documents as may be reasonably required by the Title Company as a precondition from the Seller to the issuance of issue the Title Policy relating to: (i) mechanics’ or materialmen’s liens; (ii) parties Policy, including, without limitation, a title insurance affidavit in possession; (iii) the status customary form and capacity of substance reasonably acceptable to Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Property; or (iv) any other matter reasonably required Title Company to enable allow the Title Company to issue delete the standard printed title exceptions and insure over a reasonable “gap” period; (o) copies of such documents relating to Seller, as Purchaser or the Title Policy and endorsements thereto. 5.6.7 Originals of all Property Contracts assumed by Buyer and all other documents in the possession of Seller relating to the operation of the Property including all permits, licenses, approvals, plans, specifications, guaranties and warranties. 5.6.8 A duly executed closing statement reflecting the adjustments and prorations required by this Agreement (the “Closing Statement”). 5.6.9 Such evidence or documents as may Company shall 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 require in connection with this transaction; (p) a Statement of Occasional Sale on Texas Comptroller of Public Accounts Form 01-917; and (q) a tax certificate from the sale of Dallas County Tax Assessor-Collector’s office pursuant to Texas Tax Code section 31.08 with respect to the Property. 5.6.10 Such other instruments as may be reasonably required to consummate the transactions contemplated by this Agreement.

Seller’s Deliveries. At On the Closingdate that each Seller executes this Agreement (except as otherwise indicated below), such Seller shall deliver or cause to be delivered Escrow with respect to Buyerits undivided interest in the Property, at Seller’s sole expense, each for Escrow Holder to hold pending the Close of Escrow: 2.1.1 Two (2) originals of the following items: 5.6.1 A special warranty deed (the “Deed”) duly executed Special Warranty Deed a form of which is attached as Exhibit B hereto, signed and acknowledged by such Seller, substantially . 2.1.2 Two (2) originals of the Termination of Tenant in the Common Agreement a form of which is attached hereto as Exhibit “E”C hereto, signed and acknowledged by such Seller. 5.6.2 A xxxx 2.1.3 Two (2) originals of salethe Termination of Amended and Restated Tenant in Common Agreement attached as Exhibit D hereto, general assignment signed and assignment and assumption acknowledged by such Seller. 2.1.4 Two (2) originals of lease (the “Xxxx of Sale and Assignment”General Assignment attached as Exhibit E hereto, signed by such Seller. 2.1.5 Two (2) originals of the Power of Attorney a form of which is attached as Exhibit F hereto, signed and acknowledged by such Seller. 2.1.6 Two (2) originals of a certificate of such Seller respecting the “non foreign” status of such Seller in the form attached hereto as of Exhibit “F” which shall transfer, convey, sell, assign and set over to Buyer all G hereto. 2.1.7 Two (2) counterpart originals of Seller’s right, title and interest in and a notice to the Personal Propertytenants of the Project in the form of Exhibit H hereto (collectively, Lease, Tenant Deposit, Property Contracts, Intangible Property and Miscellaneous Propertythe “Notices to Tenants”). 5.6.3 Originals 2.1.8 Evidence reasonably satisfactory to Title Company that all necessary authorizations of the Lease or any occupancy transaction provided for herein have been obtained by such Seller. 2.1.9 Such other documents and instruments, payments, indemnities, releases and agreements (including, without limitation, a gap undertaking, owner’s affidavit and affidavit of no change with all amendments and modifications theretorespect to Sellers existing survey of the Project) as Title Company shall reasonably require in Seller’s possession or control relating order to issue the Property, together with the Threshold Estoppel required under Section 5.4.3 of this Agreement and the SNDA required under Section 5.4.4 of this AgreementTitle Policy. 5.6.4 All keys in Seller’s possession to all locks on the Property and all documents in the possession of Seller pertaining to the tenant 2.1.10 a closing statement, dated as of the PropertyClosing Date and duly executed by such Seller, including setting forth, among other things, all applications, correspondence payments to and credit reports relating to such tenant. 5.6.5 A non-foreign person affidavit sworn to by Seller as required by Section 1445 of the Code. 5.6.6 Such evidence, documents, affidavits and 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 materialmen’s liens; (ii) parties in possession; (iii) the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller from Escrow in connection with the purchase and sale of the Property; or (iv) any other matter reasonably required to enable the Title Company to issue the Title Policy and endorsements thereto. 5.6.7 Originals of all Property Contracts assumed by Buyer and all other documents in the possession of Seller relating to the operation of the Property including all permits, licenses, approvals, plans, specifications, guaranties and warranties. 5.6.8 A duly executed closing statement reflecting the adjustments and prorations required by this Agreement (the “Closing Statement”). 5.6.9 2.1.11 Such evidence or documents transfer tax forms as may reasonably be required by Buyer evidencing state, county and local authorities. 2.1.12 an assignment of any transferable SD Letters of Credit (as hereinafter defined). 2.1.13 Executed counterparts of any other documents required to be executed under the power and authority terms of this Agreement. Each Seller hereby grants Daymark Properties Realty, Inc. (the Seller and its respective partners and “Manager”), the due authority ofcurrent property manager for the Project, and execution and delivery byto execute, any person or persons who are executing any of on such Seller’s behalf, the documents required listed in connection with Section 2.1.7, Section 2.1.9, Section 2.1.11 and Section 2.1.12. In addition, each Seller acknowledges that the sale Closing Statement will be executed by Xxxx X. Xxxxxx on behalf of such Seller pursuant to the PropertyPower of Attorney. 5.6.10 Such other instruments as may be reasonably required to consummate the transactions contemplated by this Agreement.

Seller’s Deliveries. At the Closing, Seller shall deliver or cause to be delivered to Buyer, at Seller’s sole expense, each of the following items: 5.6.1 A separate special warranty deed or its equivalent for each of the Parcels identified in the Recitals (the “DeedDeeds”) duly executed and acknowledged by either (i) Seller, if Seller has acquired title to the Parcels from Property Owner, or (ii) Property Owner, if Seller has not acquired title to the Parcels from Property Owner, substantially in the form for such Parcel attached hereto as Exhibit Exhibits “EE-1” through “E-6.”. 5.6.2 A xxxx of sale, general assignment and assignment and assumption of lease leases (the “Xxxx of Sale and Assignment”) in the form attached hereto as Exhibit “F” which shall transfer, convey, sell, assign and set over to Buyer all of Seller’s and Property Owner’s right, title and interest in and to the Personal Property, LeaseLeases, Tenant DepositDeposits, Property Contracts, Intangible Property and Miscellaneous Property. 5.6.3 Originals of the Lease all Leases or any occupancy agreements (with all amendments and modifications thereto) in Seller’s possession or control relating to the Property, together with the Threshold Estoppel Certificate required under Section 5.4.3 of this Agreement and the SNDA required under Section 5.4.4 of this Agreement. 5.6.4 All keys in Seller’s possession to all locks on the Property and all documents in the possession of Seller pertaining to the tenant tenants of the Property, including all applications, correspondence and credit reports relating to such tenanttenants. 5.6.5 A non-foreign person affidavit sworn to by Seller as required by Section 1445 of the Internal Revenue Code. 5.6.6 Such evidence, documents, affidavits and 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 materialmen’s liens; (ii) parties in possession; (iii) the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Property; or (iv) any other matter reasonably required to enable the Title Company to issue the Title Policy and endorsements thereto. 5.6.7 Originals of all Property Contracts assumed by Buyer and all other documents in the possession of Seller relating to the operation of the Property including all permits, licenses, approvals, plans, specifications, guaranties and warranties. 5.6.8 A duly executed closing statement reflecting the adjustments and prorations required by this Agreement (the “Closing Statement”). 5.6.9 A certified, updated Rent Rolls dated as of the Closing Date certified by the Seller to be true, correct and complete. 5.6.10 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. 5.6.10 5.6.11 Such other instruments as may be reasonably required to consummate the transactions contemplated by this Agreement.

Seller’s Deliveries. At the Closing, Seller shall deliver or cause to be delivered to Buyer, at Seller’s sole expense, each of the following items: 5.6.1 A special warranty deed (the “Deed”) duly executed and acknowledged by Seller, substantially in the form attached hereto as Exhibit “EE.”. 5.6.2 A xxxx of sale, general assignment and assignment and assumption of lease leases (the “Xxxx of Sale and Assignment”) in the form attached hereto as Exhibit “F” which shall transfer, convey, sell, assign and set over to Buyer all of Seller’s right, title and interest in and to the Personal Property, LeaseLeases, Tenant DepositDeposits, Property Contracts, Intangible Property and Miscellaneous Property. 5.6.3 Originals of the Lease all Leases or any occupancy agreements (with all amendments and modifications thereto) in Seller’s possession or control relating to the Property, together with the Threshold Estoppel Certificates required under Section 5.4.3 of this Agreement and the SNDA required under Section 5.4.4 of this Agreement. 5.6.4 All keys in Seller’s possession to all locks on the Property and all documents in the possession of Seller pertaining to the tenant tenants of the Property, including all applications, correspondence and credit reports relating to such tenanttenants. 5.6.5 A non-foreign person affidavit sworn to by Seller as required by Section 1445 of the Code. 5.6.6 Such evidence, documents, affidavits and 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 materialmen’s liens; (ii) parties in possession; (iii) the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Property; or (iv) any other matter reasonably required to enable the Title Company to issue the Title Policy and endorsements thereto. 5.6.7 Originals of all Property Contracts assumed by Buyer and all other documents in the possession of Seller relating to the operation of the Property including all permits, licenses, approvals, plans, specifications, guaranties and warranties. 5.6.8 A duly executed closing statement reflecting the adjustments and prorations required by this Agreement (the “Closing Statement”). 5.6.9 A certified, updated Rent Rolls dated as of the Closing Date certified by the Seller to be true, correct and complete. 5.6.10 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. 5.6.10 5.6.11 Such other instruments as may be reasonably required to consummate the transactions contemplated by this Agreement.

Seller’s Deliveries. At the Closing, Seller shall execute and/or deliver or cause to be delivered to Buyer, at Seller’s sole expense, each of Purchaser on the following itemsClosing Date the following: 5.6.1 A (a) a special warranty deed (the “Deed”) duly executed and acknowledged by Seller, substantially in the form attached hereto as Exhibit “E”.A; 5.6.2 A xxxx of sale, general assignment and (b) an assignment and assumption of lease (the “Xxxx of Sale leases and Assignment”) service contracts in the form attached hereto as Exhibit “F” which shall transfer, convey, sell, assign and set over to Buyer B; (c) an assignment of all of Seller’s right, title and interest in and to the Personal Property, Lease, Tenant Deposit, Property Contracts, Intangible Property and Miscellaneous Property.warranties related to the Property in the form attached hereto as Exhibit C; 5.6.3 Originals (d) letters in the form attached hereto as Exhibit D to each Tenant under the Leases; (e) an affidavit in the form attached hereto as Exhibit E; (f) an owner's affidavit signed by Seller, addressed to the Title Company designated by Purchaser, with respect to the absence of claims caused by Seller that would give rise to mechanics' liens, the absence of parties in possession of the Lease or any occupancy agreements Property other than Tenants under the Leases (with all amendments and modifications theretoother than subtenants of Tenants) in Seller’s possession or control relating to the Property, together with the Threshold Estoppel required under Section 5.4.3 of this Agreement and the SNDA required under Section 5.4.4 absence of this Agreement. 5.6.4 All keys in unrecorded easements granted by Seller’s possession to all locks on the Property and all documents , in the possession of Seller pertaining to the tenant of the Property, including all applications, correspondence and credit reports relating to such tenant. 5.6.5 A non-foreign person affidavit sworn to by Seller as required by Section 1445 of the Code. 5.6.6 Such evidence, documents, affidavits and indemnifications as may be form reasonably required by the Title Company as a precondition to eliminate the exceptions for those matters from Purchaser's title insurance policy; (g) the Closing Statement referred to in Section 5.1 signed by Seller; (h) all keys to the issuance of the Title Policy relating to: Property, if any, that are in Seller's possession; (i) mechanics’ or materialmen’s liens; Intentionally Omitted; (iij) parties Tenant estoppel certificates in possession; accordance with the provisions of Section 9.5; (iiik) the status and capacity of such additional documents as Seller and Purchaser shall mutually agree are necessary to consummate the sale of the Property to Purchaser; (l) to the extent in Seller's possession, all original Leases, together with any guarantees thereof and any other amendments permitted to be executed pursuant to this Agreement or otherwise used in connection the use and operation of the Property; (m) such evidence of authority of the person or persons who are parties executing the various any closing documents on behalf of Seller, as reasonably requested by the Title Company; (n) to the extent in Seller's possession, all plans and specifications with respect to the initial construction of the Property and any subsequent changes or authorization thereto, all manuals, guarantees, security codes and other information with respect to operating any of the equipment at the Property or which was provided at the time such equipment was purchased or installed, and all maintenance records, in all cases to the extent in Seller's possession; (o) a computer diskette containing this Purchase Agreement as finally agreed to and executed by the parties; and (p) a certificate stating that the representations and warranties made by Seller in Section 15 hereof are true, correct and complete in all material respects as of the Closing, subject to changes therein caused by changed circumstances since the Effective Date. In addition to the foregoing, Seller shall make available to Purchaser at Seller's offices any books and records relating to the Property in Seller's possession should Purchaser require such access in connection with the sale any review or audit of the Property; or (iv) any other matter reasonably required to enable the Title Company to issue the Title Policy income and endorsements thereto. 5.6.7 Originals of all Property Contracts assumed by Buyer and all other documents in the possession of Seller relating to the operation expenses of the Property including all permitsfor any period of Seller's ownership thereof; provided, licenseshowever, approvalsthat any such review and/or audit shall be made at Purchaser's sole expense, planswith the least disruption possible to Seller's business, specificationsand upon not less than seven (7) days' written notice; and provided, guaranties and warranties. 5.6.8 A duly executed closing statement reflecting the adjustments and prorations required by this Agreement (the “Closing Statement”). 5.6.9 Such evidence or documents as may reasonably further, that Seller shall not be required by Buyer evidencing the power and authority to make available to Purchaser any such books or records which are more than three (3) years old. The provisions 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 this paragraph shall survive Closing for a period of the documents required in connection with the sale of the Propertythree (3) years. 5.6.10 Such other instruments as may be reasonably required to consummate the transactions contemplated by this Agreement.

Seller’s Deliveries. At the Closing, Seller shall deliver or cause to be delivered to Buyer, at Seller’s sole expense, each of the following items: 5.6.1 A special warranty deed (the “Deed”) duly executed and acknowledged by Seller, substantially in the form attached hereto as Exhibit “E”. 5.6.2 A xxxx of sale, general assignment and assignment and assumption of lease (the “Xxxx of Sale and Assignment”) substantially in the form attached hereto as Exhibit “F” which shall transfer, convey, sell, assign and set over to Buyer all of Seller’s right, title and interest in and to the Personal Property, Lease, Tenant Deposit, Property Contracts, Intangible Property and Miscellaneous Property, if any. 5.6.3 Originals of the Lease or any occupancy agreements (with all amendments and modifications thereto) in Seller’s possession or control relating to the Property, together with the Threshold Estoppel required under Section 5.4.3 of this Agreement and the SNDA required under Section 5.4.4 of this Agreement. 5.6.4 All keys in Seller’s possession to all locks on the Property and all documents in the possession of Seller pertaining to the tenant Tenant’s occupancy of the Property, including all applications, correspondence and credit reports relating to such tenant. 5.6.5 A non-foreign person affidavit sworn to by Seller as required by Section 1445 of the Code. 5.6.6 Such evidence, documents, affidavits and 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 materialmen’s liens; (ii) parties in possession; (iii) the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Property; or (iv) any other matter reasonably required to enable the Title Company to issue the Title Policy and endorsements thereto. 5.6.7 Originals (or copies, if originals are not within Seller’s possession) of all Property Contracts assumed by Buyer and all other documents in the possession of Seller relating to the operation of the Property including all permits, licenses, approvals, plans, specifications, guaranties and warranties. 5.6.8 A duly executed closing statement reflecting the adjustments and prorations required by this Agreement (the “Closing Statement”). 5.6.9 An irrevocable notice in substantially the same form as Exhibit “I” attached hereto, which shall be duly executed by Seller and the depository institution in which Seller regularly deposits rents from the Property and whereby Seller instructs the depository institution to immediately disburse rents received from the Property following Closing to an account of Buyer. 5.6.10 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. 5.6.10 5.6.11 Such other instruments as may be reasonably required to consummate the transactions contemplated by this Agreement.

Seller’s Deliveries. At the ClosingClosing 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: 5.6.1 A duly executed and acknowledged special warranty deed (deed, or its equivalent in the “Deed”) state of Louisiana, that conveys title to the Real Property in favor of Buyer; 5.6.2 A xxxx of sale, assignment and assumption of leases and contracts duly and originally executed and acknowledged by Seller, substantially in the form attached hereto as Exhibit “EC”. 5.6.2 A xxxx of sale, general assignment and assignment and assumption of lease (the “Xxxx of Sale and Assignment”) in the form attached hereto as Exhibit “F” 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, Lease, ; (ii) Tenant Deposit, Property Contracts, Intangible Property Leases; (iii) the Warranties and Miscellaneous PropertyPermits; and (iv) any Contracts Buyer elects to assume in accordance with the terms of this Agreement. 5.6.3 Originals of the Lease or any occupancy agreements all Tenant Leases (with all amendments and modifications thereto) in Seller’s possession or control relating to the Property; provided however, together with the Threshold Estoppel required under Section 5.4.3 that Seller shall provide copies, and not originals, of this Agreement and the SNDA required under Section 5.4.4 of this Agreementthose Tenant Leases listed on Schedule 5.6.3 attached hereto. 5.6.4 All keys in Seller’s possession to all locks on the Property and all documents in the possession of Seller pertaining to the tenant of the Propertyeach tenant, including all applications, correspondence and credit reports relating to such tenantreports. 5.6.5 A non-foreign person affidavit sworn to by Seller as required by Section 1445 of the Internal Revenue Code. 5.6.6 Such evidence, documents, affidavits and 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 materialmen’s liens; (ii) parties in possession; (iii) the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Property; or (iv) any other matter reasonably required to enable the Title Company to issue the Title Policy and endorsements thereto. 5.6.7 Originals of all Property Contracts assumed by Buyer and all other documents in the possession of Seller relating to the operation of the Property including all permits, licenses, approvals, plans, specifications, guaranties and warranties. 5.6.8 A duly executed closing statement reflecting the adjustments and prorations required by this Agreement (the “Closing Statement”). 5.6.9 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. 5.6.10 Such other instruments as may be reasonably required to consummate the transactions contemplated by this Agreement.

Seller’s Deliveries. At the Closing, Seller shall deliver or cause to be delivered to BuyerEscrow Holder, at Seller’s sole cost and expense, each of the following items: 5.6.1 5.4.1 A special warranty deed (the “Deed”) duly executed and acknowledged by Seller, substantially Seller in a form reasonably acceptable to the form attached hereto as Exhibit “E”Title Company and the Buyer. 5.6.2 5.4.2 A xxxx bxxx of sale, general assignment and assignment and assumption of lease Lease (the “Xxxx Bxxx of Sale and Assignment”) in the a form attached hereto as Exhibit “F” acceptable to Seller and Buyer which shall transfer, convey, sell, assign and set over to Buyer all of Seller’s right, title and interest in and to the Personal Property, Lease, Tenant Deposit, Property ContractsContracts (which Buyer elected to assume, if any), Intangible Property Property, Trade Names and Miscellaneous Property. 5.6.3 5.4.3 Originals of the Lease Leases, or, in the alternative, make the Leases available to Buyer in the leasing or any occupancy agreements (with all amendments and modifications thereto) in Seller’s possession or control relating to management office of the Property, together with the Threshold Estoppel required under Section 5.4.3 of this Agreement and the SNDA required under Section 5.4.4 of this Agreement. 5.6.4 5.4.4 All keys in Seller’s possession to all locks on the Property and all documents in the possession of Seller pertaining to the tenant of the PropertyTenant, including all applications, correspondence and credit reports relating to such tenantTenant. 5.6.5 5.4.5 A non-foreign person affidavit sworn to by Seller as required by Section 1445 of the Internal Revenue Code. 5.6.6 5.4.6 Such evidence, documents, affidavits and 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 materialmen’s liens; (ii) parties in possession; (iii) the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Property; or (iv) any other matter reasonably required to enable the Title Company to issue the Title Policy and endorsements thereto. 5.6.7 5.4.7 Originals of all Property Contracts assumed by Buyer and all other documents in the possession and/or control of Seller relating to the use and/or operation of the Property including Property, including, without limitation, all permits, licenses, approvals, plans, specifications, guaranties and warrantieswarranties or, in the alternative, make such documents available to Buyer in the leasing or management office at the property. 5.6.8 5.4.8 A .pdf copy of a duly executed closing statement reflecting the adjustments and prorations required by this Agreement (the “Closing Statement”). 5.6.9 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. 5.6.10 Such other instruments as may be reasonably required to consummate the transactions contemplated by this Agreement.

Seller’s Deliveries. At the Closing, Seller shall deliver or cause to be delivered to Buyer, at Seller’s sole expense, each of the following items: 5.6.1 A separate special warranty deed or its equivalent for each of the Parcels identified in the Recitals (the “DeedDeeds”) duly executed and acknowledged by either (i) Seller, if Seller has acquired title to the Parcels from Property Owner, or (ii) Property Owner, if Seller has not acquired title to the Parcels from Property Owner, substantially in the form for such Parcel attached hereto as Exhibit Exhibits “EE-1” through “E-6.”. 5.6.2 A xxxx of sale, general assignment and assignment and assumption of lease leases (the “Xxxx of Sale and Assignment”) in the form attached hereto as Exhibit “F” which shall transfer, convey, sell, assign and set over to Buyer all of Seller’s and Property Owner’s right, title and interest in and to the Personal Property, LeaseLeases, Tenant DepositDeposits, Property Contracts, Intangible Property and Miscellaneous Property. 5.6.3 Originals of the Lease all Leases or any occupancy agreements (with all amendments and modifications thereto) in Seller’s possession or control relating to the Property, together with the Threshold Estoppel Certificate required under Section 5.4.3 of this Agreement and the SNDA required under Section 5.4.4 of this Agreement. 5.6.4 All keys in Seller’s possession to all locks on the Property and all documents in the possession of Seller pertaining to the tenant tenants of the Property, including all applications, correspondence and credit reports relating to such tenanttenants. 5.6.5 A non-foreign person affidavit sworn to by Seller as required by Section 1445 of the Internal Revenue Code. 5.6.6 Such evidence, documents, affidavits and 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 materialmen’s liens; (ii) parties in possession; (iii) the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Property; or (iv) any other matter reasonably required to enable the Title Company to issue the Title Policy and endorsements thereto. 5.6.7 Originals of all Property Contracts assumed by Buyer and all other documents in the possession of Seller relating to the operation of the Property including all permits, licenses, approvals, plans, specifications, guaranties and warranties. 5.6.8 A duly executed closing statement reflecting the adjustments and prorations required by this Agreement (the “Closing Statement”). 5.6.9 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. 5.6.10 Such other instruments as may be reasonably required to consummate the transactions contemplated by this Agreement.

Seller’s Deliveries. At the Closing, Seller shall deliver or cause to be delivered the following items to Buyer, at . Seller’s sole expense, 's failure to deliver each of the following items: 5.6.1 A special warranty deed (the “Deed”) duly executed and acknowledged by Seller, substantially in the form attached hereto as Exhibit “E”. 5.6.2 A xxxx of sale, general assignment and assignment and assumption of lease (the “Xxxx of Sale and Assignment”) in the form attached hereto as Exhibit “F” which such item shall transfer, convey, sell, assign and set over entitle Buyer to Buyer all of Seller’s right, title and interest in and to the Personal Property, Lease, Tenant Deposit, Property Contracts, Intangible Property and Miscellaneous Property. 5.6.3 Originals of the Lease or any occupancy agreements (with all amendments and modifications thereto) in Seller’s possession or control relating to the Property, together with the Threshold Estoppel required under Section 5.4.3 of this Agreement and the SNDA required under Section 5.4.4 of terminate this Agreement. 5.6.4 All keys (a) A duly executed Bill of Sale, in Seller’s possession form satisfactory to Buyer's counsel, conveying and xxxxgning the Assets to Buyer, free and clear of all locks on the Property liens, encumbrances, charges, adverse claims, obligations and all documents liabilities except as specified in the Exhibit 1.2. (b) The right to immediate possession of the Assets and the premises and immediate benefit of the Assumed Leases and Contracts. (c) Duly executed Assignment and Assumption Agreement(s) in form satisfactory to Buyer and Seller pertaining conveying and assigning the Assumed Leases and Contracts to Buyer as of the date of Closing. (d) Written consents, in form satisfactory to Buyer, from the lessors or other necessary parties to the tenant assignment of the Property, including all applications, correspondence Assumed Leases and credit reports relating Contracts to such tenant. 5.6.5 A non-foreign person affidavit sworn to by Seller Buyer as required by Section 1445 of the Code. 5.6.6 Such evidencedate of Closing, documents, affidavits and indemnifications as may be reasonably if such consents are required by the Title Company as a precondition Assumed Leases and Contracts. (e) UCC Termination Statements, if necessary, indicating that all liens and encumbrances encumbering the assets or related to the issuance Assumed Leases and Contracts have been terminated as of the Title Policy relating to: (i) mechanics’ or materialmen’s liens; (ii) parties in possession; (iii) the status and capacity date of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Property; or (iv) any other matter reasonably required to enable the Title Company to issue the Title Policy and endorsements theretoClosing. 5.6.7 Originals of all Property Contracts assumed by Buyer and all other documents in the possession of Seller relating to the operation of the Property including all permits, licenses, approvals, plans, specifications, guaranties and warranties. 5.6.8 (f) A duly executed closing statement reflecting copy of the adjustments Dealer Agreement attached as Exhibit 1.4. (g) A duly executed Executive Employment Agreement and prorations required by this Agreement Noncompetition between Buyer and Paul Erickson ("ERICKSON"), and a duly executed agreement between Selxxx xxx Xxxxxson, xxxxx relinquishes any rights Erickson may have in the “Closing Statement”Assexx, xx xhe form attached as Exhibit 6.2(x). 5.6.9 (h) Such evidence or other documents as may reasonably be required requested by Buyer evidencing to effectuate 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 Propertyparties' agreement. 5.6.10 Such other instruments as may be reasonably required to consummate the transactions contemplated by this Agreement.

Seller’s Deliveries. At the Closing, Seller shall execute, acknowledge and deliver to Purchaser (either directly or cause to be delivered to Buyer, through the closing agent) at Seller’s sole expensethe Closing the following documents, each of dated on the following itemsClosing Date: 5.6.1 A (a) a special warranty deed deed, in customary form and substance, conveying good and marketable fee simple title to the Real Property, free and clear of all liens, encumbrances, easements and restrictions of every nature and description, except for the Permitted Exceptions; (the “Deed”b) duly executed and acknowledged by Seller, substantially in the form attached hereto as Exhibit “E”. 5.6.2 A a xxxx of sale, general assignment and assignment and assumption of lease (the “Xxxx of Sale and Assignment”) in the form attached hereto as Exhibit “F” sale which shall transfer, convey, sell, assign and set over convey to Buyer Purchaser good title to all of Seller’s right, title and interest in and to the Personal Property, Leasefree and clear of all liens and encumbrances; (c) an affidavit setting forth, Tenant Depositto the extent true, Property that all of Seller's representations and warranties are true and correct in all material respects as of the Closing Date; (d) an assignment of the Leases, in a form and substance reasonably acceptable to Seller and Purchaser, together with all originally executed Leases, and the security deposits shall be paid to Purchaser; (e) an assignment of Licenses, warranties and Service Contracts, Intangible Property and Miscellaneous Property. 5.6.3 Originals of the Lease or any occupancy agreements (with all amendments and modifications thereto) in Seller’s possession or control relating if any, which are to be assumed by Purchaser, to the Propertyextent the same are held by Seller and are assignable by Seller, together with the Threshold Estoppel required under Section 5.4.3 of this Agreement and originally executed Service Contracts which are to be assumed; (f) a schedule updating the SNDA required under Section 5.4.4 of this Agreement. 5.6.4 All keys in Seller’s possession to all locks on Rent Schedule for the Property and setting forth all arrearages in rents and all prepayments of rents; (g) copies of books, records, operating reports, files and other materials related to the ownership, use and operation of the Property (except for any and all internal economic models, analyses or other internal economic information and internal partnership documents and tax returns and similar partnership information prepared by Seller for Seller's exclusive use), to the extent that any exist and are in the possession of Seller, which obligation shall survive Closing; provided, however, Seller pertaining shall not be required to deliver any books, records or other information to Purchaser which, prior to the tenant Closing Date, is in the possession of FWM. (h) Tenant estoppel letters as required in Section 8(a)(vi). (i) an original letter executed by Seller advising the tenants of the PropertyProperty of the sale of the Property to Purchaser and directing that rents and other payments thereafter be sent to Purchaser or as Purchaser may direct; (j) possession of the Property in the condition required by this Agreement, including all applications, correspondence and credit reports relating to such tenant.the keys therefore; 5.6.5 A non(k) the Certification of Non-foreign person affidavit sworn to by Seller Status as provided in Treas. Reg. 1.1445-2(b)(2)(iii)(B) or in any other form as may be required by Section 1445 of the Code.Internal Revenue Code or the regulations issued thereunder; 5.6.6 Such evidence, documents, affidavits (l) such other items and indemnifications instruments as may shall be reasonably required by the Title Company as a precondition to the issuance of the Title Policy relating to: (i) mechanics’ or materialmen’s liens; (ii) parties in possession; (iii) the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale issuance of its title insurance policy to Purchaser pursuant to Section 8(a)(iii) or as shall be reasonably requested by counsel to Purchaser and consistent with the Property; or terms of this Agreement; (ivm) any and all documents necessary to release the cash constituting the Deposit from escrow with the Title Company and to have said Deposit returned to Purchaser; (n) any other matter reasonably required to enable the Title Company to issue the Title Policy and endorsements thereto. 5.6.7 Originals of all Property Contracts assumed by Buyer and all other documents in the possession of Seller relating to the operation of the Property including all permits, licenses, approvals, plans, specifications, guaranties and warranties. 5.6.8 A duly executed closing statement reflecting the adjustments and prorations required by this Agreement (the “Closing Statement”)to be delivered by Seller. 5.6.9 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. 5.6.10 Such other instruments as may be reasonably required to consummate the transactions contemplated by this Agreement.

Seller’s Deliveries. At the ClosingClosing 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: 5.6.1 A special duly executed and acknowledged limited warranty deed (the “Deed”) that conveys title to the Real Property and Improvements to Buyer and in substantially the same form as Exhibit “E” attached hereto and that is otherwise recordable in the jurisdiction where the Property is located. RP / DP Initials 5.6.2 Two (2) counterpart signatures to a xxxx of sale, assignment and assumption of leases and contracts for the Property duly and originally executed and acknowledged by Seller, substantially in the form attached hereto as Exhibit “E”. 5.6.2 A xxxx of sale, general assignment and assignment and assumption of lease (the “Xxxx of Sale and Assignment”) in the form attached hereto as Exhibit “F” ”, which shall transfer, convey, sell, assign and set over to Buyer all of Seller’s right, title and interest in and to the: (i) the Personal Property, Lease, ; (ii) Tenant Deposit, Property Contracts, Intangible Property Leases; (iii) the Warranties and Miscellaneous PropertyPermits; and (iv) any Contracts Buyer elects to assume in accordance with the terms of this Agreement (the “Xxxx of Sale”). 5.6.3 Originals of all Tenant Leases (and all amendments, if any) shall be made available for Buyer to pick up from the Lease or any occupancy agreements (with all amendments and modifications thereto) in Seller’s possession or control relating Property on the date of Closing. 5.6.4 The original Note, endorsed to the PropertyBuyer, together with any other documentation reasonably requested by Buyer in order to assign the Threshold Estoppel required under Section 5.4.3 of this Agreement Note to Buyer. 5.6.5 The original License Agreement, and the SNDA required under Section 5.4.4 original executed consent of this Agreementthe Licensor to the assignment of the License Agreement to Buyer. 5.6.4 5.6.6 All keys in Seller’s possession to all locks on the Property and all documents in the possession of Seller pertaining to the tenant of the Propertyeach tenant, including all applications, correspondence and credit reports relating reports, shall be made available for Buyer to such tenantpick up from the Property on the date of Closing. 5.6.5 5.6.7 A non-foreign person affidavit sworn to by Seller as required by Section 1445 of the Code. 5.6.6 5.6.8 A Tenant Notice (as defined below) for each Tenant Lease. 5.6.9 Such evidence, documents, affidavits and 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 materialmen’s liens; (ii) parties in possession; (iii) the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Property; or and/or (iv) any other matter reasonably required to enable the Title Company to issue the Title Policy and endorsements thereto.; provided that such affidavits may only be relied upon by the Title Company to issue the Title Policy and for no other purpose, and the owner’s affidavit shall be in the form attached hereto as Exhibit J. 5.6.7 5.6.10 Originals of all Property Contracts assumed by Buyer and all other documents in the possession of Seller relating to the operation of the Property Property, including all operating statements, permits, licenses, approvals, plans, specifications, guaranties and/or warranties, all third party reports, appraisals, environmental site assessments, property condition reports, property inspections and warrantiessurveys, shall be made available for Buyer to pick up from the Property on the date of Closing. 5.6.8 5.6.11 A duly executed closing statement Closing Statement (as defined below) reflecting the adjustments and prorations required by this Agreement (the “Closing Statement”)Agreement. 5.6.9 5.6.12 Such evidence or documents as may reasonably be required by Buyer the Title Company evidencing the power and authority of the Seller and its respective partners constituent owners RP / DP Initials 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. 5.6.10 5.6.13 Such other instruments as may be reasonably required to consummate the transactions contemplated by this Agreement.

Seller’s Deliveries. At the ClosingClosing or on the date otherwise specified below, Seller shall deliver or cause to be delivered to BuyerBuyer and/or Escrow Agent, as applicable, at Seller’s sole expense, each of the following items, with original signatures from all applicable parties: 5.6.1 A duly executed and acknowledged special warranty deed that conveys title to the Improvements to Buyer in substantially the same form as Exhibit “K” attached hereto and that is otherwise recordable in the jurisdiction where the Parcel is located. 5.6.2 Three (3) counterpart signatures of Seller to a duly executed and delivered assignment and assumption agreement (the “DeedAssignment of Ground Lease”) in the form attached hereto as Exhibit “L”, whereby the Seller will assign its rights under the Ground Lease for such Parcel to Buyer and Buyer will assume Seller’s obligations under the Ground Lease from such Seller. 5.6.3 Three (3) counterpart signatures to the xxxx of sale, assignment and assumption of leases and contracts (the “Xxxx of Sale and Assignment”) duly and originally executed and acknowledged by Seller, substantially in the form attached hereto as Exhibit “E”. 5.6.2 A xxxx of sale, general assignment and assignment and assumption of lease (the “Xxxx of Sale and Assignment”) in the form attached hereto as Exhibit “F” 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, Lease, ; (ii) Tenant Deposit, Property Contracts, Intangible Property Leases; (iii) the Warranties and Miscellaneous PropertyPermits; and (iv) any Contracts Buyer elects to assume in accordance with the terms of this Agreement. 5.6.3 5.6.4 Originals of all Tenant Leases and the Ground Lease or any occupancy agreements (with all amendments and modifications thereto) in Seller’s possession or control relating to the Property. 5.6.5 Originals of all Tenant Estoppels, together with the Threshold Estoppel required under Section 5.4.3 of this Agreement Certificates and the SNDA required under Section 5.4.4 of this AgreementGround Lease Estoppel. 5.6.4 5.6.6 Originals of the ROFR Waiver and Hospital Consent. 5.6.7 All keys in Seller’s possession to all locks on the Property and all documents in the possession of Seller pertaining to the tenant of the Propertyeach Tenant, including all applications, correspondence and credit reports relating to such tenantreports. 5.6.5 5.6.8 A non-foreign person affidavit sworn to by Seller as required by Section 1445 of the Code. 5.6.6 5.6.9 A Tenant Notice (as defined below) for each Tenant Lease. 5.6.10 Such evidence, documents, affidavits and 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 materialmen’s liens; (ii) parties in possession; (iii) the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Property; or (iv) any other matter reasonably and customarily required of sellers to enable the Title Company to issue the Title Policy and endorsements thereto. 5.6.7 5.6.11 Originals of all Property Contracts assumed by Buyer and all other documents in the possession of Seller relating to the operation of the Property including all operating statements, permits, licenses, approvals, plans, specifications, guaranties and warranties. 5.6.8 5.6.12 A duly executed closing statement Closing Statement (as defined below) reflecting the adjustments and prorations required by this Agreement (the “Closing Statement”)Agreement. 5.6.9 5.6.13 Such evidence or documents as may reasonably be required by Buyer evidencing the power and authority of the Seller and its respective partners constituent owners 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. 5.6.10 5.6.14 Such other instruments as may be reasonably required to consummate the transactions contemplated by this Agreement.

Seller’s Deliveries. At the ClosingClosing 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 itemsitems not included in the Property Information: 5.6.1 A special duly executed and acknowledged limited warranty deed (the “Deed”) that conveys title to the Real Property and Improvements to Buyer and in substantially the same form as Exhibit “E” attached hereto and that is otherwise recordable in the jurisdiction where the Property is located. 5.6.2 Two (2) counterpart signatures to a xxxx of sale, assignment and assumption of leases and contracts for the Property duly and originally executed and acknowledged by Seller, substantially in the form attached hereto as Exhibit “E”. 5.6.2 A xxxx of sale, general assignment and assignment and assumption of lease (the “Xxxx of Sale and Assignment”) in the form attached hereto as Exhibit “F” ”, which shall transfer, convey, sell, assign and set over to Buyer all of Seller’s right, title and interest in and to the: (i) the Personal Property, Lease, ; (ii) Tenant Deposit, Property Contracts, Intangible Property Leases; (iii) the Warranties and Miscellaneous PropertyPermits; and (iv) any Contracts Buyer elects to assume in accordance with the terms of this Agreement (the “Xxxx of Sale”). 5.6.3 Originals of the Lease or any occupancy agreements (with all amendments and modifications thereto) in Seller’s possession or control relating Counterpart signatures to the Property, together with Loan Assumption Documents in the Threshold Estoppel number required under Section 5.4.3 of this Agreement and by the SNDA required under Section 5.4.4 of this AgreementExisting Lender. 5.6.4 Originals of all Tenant Leases (and all amendments, if any). 5.6.5 All keys in Seller’s possession to all locks on the Property and all documents in the possession of Seller pertaining to the tenant of the Propertyeach Tenant, including all applications, correspondence and credit reports relating to such tenantreports. 5.6.5 5.6.6 A non-foreign person affidavit sworn to by Seller as required by Section 1445 of the Code. 5.6.6 5.6.7 A Tenant Notice (as defined below) for each Tenant Lease. 5.6.8 Such evidence, documents, affidavits and 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 materialmen’s liens; (ii) parties in possession; (iii) the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Property; or and/or (iv) any other matter reasonably required to enable the Title Company to issue the Title Policy and endorsements thereto. 5.6.7 5.6.9 Originals of all Property Contracts assumed by Buyer and all other documents in the possession of Seller relating to the operation of the Property including all operating statements, permits, licenses, approvals, plans, specifications, guaranties and/or warranties, all third party reports, appraisals, environmental site assessments, property condition reports, property inspections and warrantiessurveys. 5.6.8 5.6.10 A duly executed closing statement Closing Statement (as defined below) reflecting the adjustments and prorations required by this Agreement (the “Closing Statement”)Agreement. 5.6.9 5.6.11 Such evidence or documents as may reasonably be required by Buyer evidencing the power and authority of the Seller and its respective partners constituent owners 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. 5.6.10 5.6.12 Such other instruments as may be reasonably required to consummate the transactions contemplated by this Agreement.

Seller’s Deliveries. (a) At the Closing, Closing Seller shall deliver or cause to be delivered to Buyer, at Seller’s sole expense, each an assignment of the following items: 5.6.1 A special warranty deed (the “Deed”) duly executed and acknowledged by Seller, substantially lease in the form attached hereto as Exhibit “E”. 5.6.2 A xxxx of sale, general assignment and assignment and assumption of lease (the “Xxxx of Sale and Assignment”) in the form attached hereto as Exhibit “F” which shall transfer, convey, sell, assign and set over to Buyer EXHIBIT B assigning all of Seller’s 's right, title and interest in and to the Personal PropertyLand and the Improvements to Buyer, Leasesubject only to the Permitted Exceptions (the "ASSIGNMENT OF LEASE"), Tenant Deposit, Property Contracts, Intangible Property and Miscellaneous Property. 5.6.3 Originals a special warranty Deed for the conveyance of the Lease or any occupancy agreements Mauka Tower in fee (with all amendments and modifications thereto) in Seller’s possession or control relating to the Property"Deed"), together with the Threshold Estoppel required under Section 5.4.3 of this Agreement and the SNDA required under Section 5.4.4 of this Agreement. 5.6.4 All keys in Seller’s possession to all locks on the Property and all documents in the possession of Seller pertaining to the tenant evidence of the Propertysettlement or dismissal of any pending litigation or claims affecting title, including all applicationsand such other instruments, correspondence and credit reports relating to such tenant. 5.6.5 A non-foreign person affidavit sworn to by Seller as required by Section 1445 of the Code. 5.6.6 Such evidence, documents, affidavits and indemnifications documents or certificates as may be reasonably required by the Title Company as a precondition condition to the issuance of the Title Policy relating to: consistent with the terms of this Agreement. (b) Seller shall deliver to Buyer (i) mechanics’ or materialmen’s liensa bill of sale in the form of EXHIBIT C transferring and assigning to Xxxer each and every item of Personal Property to be transferred hereunder; and (ii) parties in possession; (iii) originals, to the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Property; or (iv) any other matter reasonably required to enable the Title Company to issue the Title Policy and endorsements thereto. 5.6.7 Originals of all Property Contracts assumed by Buyer and all other documents extent in the possession of Seller, of all Hotel Contracts, Tenant Leases, Bookings, Permits (other than Excluded Permits), Transferable Insurance Policies and other Miscellaneous Hotel Assets, together with an assignment and assumption in the form of EXHIBIT D conveying and transferring the same to Buyer (the "ASSIGNMENT AND ASSUMPTION"). Except for the Assignment and Assumption which will be delivered at Closing, delivery of any such documents shall be deemed made by Seller relating to Buyer if Seller leaves such documents at the operation Hotel in their customary place of storage or in the custody of Buyer's representatives. (c) To the extent requested, estoppel certificates for major Tenants in accordance with their Leases. (d) Joint escrow instructions for the deposit and recordation of documents and issuance of the Property including all permits, licenses, approvals, plans, specifications, guaranties and warrantiesTitle Policy by the Title Company. 5.6.8 A duly executed closing statement reflecting the adjustments and prorations required by this Agreement (the “Closing Statement”). 5.6.9 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. 5.6.10 Such other instruments as may be reasonably required to consummate the transactions contemplated by this Agreement.

Seller’s Deliveries. At the Closing, Seller shall deliver or cause to be delivered Purchaser, no later than five (5) days after the Contract Date, all documents, contracts, information, Records (as hereinafter defined) and exhibits pertinent to Buyerthis transaction, at including, but not limited to, the documents listed as “Seller’s sole expenseDeliveries” on Exhibit C attached hereto. Pursuant to Paragraph 18 below, each a Permitted Assignee of Purchaser may include a publicly registered real estate investment trust, and therefore Seller further agrees to make its books and records relating to the Project available for inspection and audit by Purchaser or its agents and to execute and deliver (at the time of completion of the following items: 5.6.1 A special warranty deed (audit) the “Deed”) duly executed and acknowledged by Seller, substantially audit letter in favor of Purchaser's auditors in the form attached hereto as Exhibit “E”. 5.6.2 A xxxx of sale, general assignment I and assignment and assumption of lease made a part hereof (the “Xxxx covenants of Sale Seller described by this sentence shall survive the Closing). Purchaser may also review and Assignment”make copies of any of Seller's files, books and records relating to the Project. Purchaser shall be responsible for all out-of-pocket costs associated with this audit. Seller shall reasonably cooperate (at no out of pocket cost to Seller) with Purchaser’s auditor in the form attached hereto as Exhibit “F” which shall transferconduct of such audit. In addition, conveySeller agrees to provide to Purchaser or any affiliate of Purchaser, sellif requested by such auditor, assign and set over to Buyer all historical financial statements for the Project (for the past three (3) years) (with the names of Seller’s right, title and parties having an equity interest in Seller redacted), including (without limitation) income and balance sheet data for the Project, whether required before or after Closing, to the Personal Property, Lease, Tenant Deposit, Property Contracts, Intangible Property and Miscellaneous Property. 5.6.3 Originals of the Lease or any occupancy agreements (with all amendments and modifications thereto) extent in Seller’s possession or control relating to control. Without limiting the Propertyforegoing, together with the Threshold Estoppel required under Section 5.4.3 of this Agreement and the SNDA required under Section 5.4.4 of this Agreement. 5.6.4 All keys in (i) Purchaser or its designated independent or other auditor may audit Seller’s possession to all locks on the Property and all documents in the possession of Seller pertaining to the tenant operating statements of the PropertyProject, including all applicationsat Purchaser’s expense, correspondence and credit reports relating Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such tenant. 5.6.5 A non-foreign person affidavit sworn audit, and (ii) Seller shall furnish to by Seller as required by Section 1445 of the Code. 5.6.6 Such evidence, documents, affidavits Purchaser such financial and indemnifications other information as may be reasonably required by Purchaser or any affiliate of Purchaser to make any required filings with the Title Company as Securities and Exchange Commission (“SEC”) or other governmental authority. Seller shall maintain its records for use under this Paragraph 5 for a precondition period of not less than one (1) year after the Closing Date. Notwithstanding anything contained herein to the issuance contrary, Seller shall not be liable to Purchaser based on the results of any audit, or the Title Policy relating to: (i) mechanics’ or materialmen’s liens; (ii) parties in possession; (iii) the status and capacity lack of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Property; or (iv) any other matter reasonably information required to enable conduct such audit, unless the Title Company Purchaser’s inability to issue the Title Policy and endorsements theretoobtain such information is caused by Seller’s breach of its obligations under this Paragraph 5. This Paragraph shall expressly survive Closing. 5.6.7 Originals of all Property Contracts assumed by Buyer and all other documents in the possession of Seller relating to the operation of the Property including all permits, licenses, approvals, plans, specifications, guaranties and warranties. 5.6.8 A duly executed closing statement reflecting the adjustments and prorations required by this Agreement (the “Closing Statement”). 5.6.9 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. 5.6.10 Such other instruments as may be reasonably required to consummate the transactions contemplated by this Agreement.

Seller’s Deliveries. At the ClosingClosing or on the date otherwise specified below, Seller shall deliver or cause to be delivered to BuyerBuyer and/or Escrow Agent, as applicable, at Seller’s sole expense, each of the following items, with original signatures from all applicable parties: 5.6.1 A duly executed and acknowledged special warranty deed that conveys title to the Improvements to Buyer in substantially the same form as Exhibit “K” attached hereto and that is otherwise recordable in the jurisdiction where the Parcel is located. 5.6.2 Three (3) counterpart signatures of Seller to a duly executed and delivered assignment and assumption agreement (the “DeedAssignment of Ground Lease”) in the form attached hereto as Exhibit “L”, whereby the Seller will assign its rights under the Ground Lease for such Parcel to Buyer and Buyer will assume Seller’s obligations under the Ground Lease from such Seller. 5.6.3 Three (3) counterpart signatures to the xxxx of sale, assignment and assumption of leases and contracts (the “Xxxx of Sale and Assignment”) duly and originally executed and acknowledged by Seller, substantially in the form attached hereto as Exhibit “E”. 5.6.2 A xxxx of sale, general assignment and assignment and assumption of lease (the “Xxxx of Sale and Assignment”) in the form attached hereto as Exhibit “F” 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, Lease, ; (ii) Tenant Deposit, Property Contracts, Intangible Property Leases; (iii) the Warranties and Miscellaneous PropertyPermits; and (iv) any Contracts Buyer elects to assume in accordance with the terms of this Agreement. 5.6.3 5.6.4 Originals of all Tenant Leases and the Ground Lease or any occupancy agreements (with all amendments and modifications thereto) in Seller’s possession or control relating to the Property. 5.6.5 Originals of all Tenant Estoppels, together with the Threshold Estoppel required under Section 5.4.3 of this Agreement Certificates and the SNDA required under Section 5.4.4 of this AgreementGround Lease Estoppel. 5.6.4 5.6.6 Originals of the ROFR Waiver and Hospital Consent. 5.6.7 All keys in Seller’s possession to all locks on the Property and all documents in the possession of Seller pertaining to the tenant of the Propertyeach Tenant, including all applications, correspondence and credit reports relating to such tenantreports. 5.6.5 5.6.8 A non-foreign person affidavit sworn to by Seller as required by Section 1445 of the Code. 5.6.6 5.6.9 A Tenant Notice (as defined below) for each Tenant Lease. 5.6.10 Such evidence, documents, affidavits and 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 materialmen’s liens; (ii) parties in possession; (iii) the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Property; or (iv) any other matter reasonably and customarily required of sellers to enable the Title Company to issue the Title Policy and endorsements thereto. 5.6.7 5.6.11 Originals of all Property Contracts assumed by Buyer and all other documents in the possession of Seller relating to the operation of the Property including all operating statements, permits, licenses, approvals, plans, specifications, guaranties and warranties. 5.6.8 5.6.12 A duly executed closing statement Closing Statement (as defined below) reflecting the adjustments and prorations required by this Agreement. 5.6.13 Three (3) original counterpart signature pages duly executed and acknowledged by Seller to that certain assignment and assumption of Net Operating Income Support Agreement (the “Closing StatementAssignment of NOI Support Agreement”)) in the form attached hereto as Exhibit “M”, whereby Seller will assign its rights under a Net Operating Income Support Agreement dated July 21, 2009 between Seller and the Hospital to Buyer and Buyer will assume Seller’s obligations thereunder. 5.6.9 5.6.14 Such evidence or documents as may reasonably be required by Buyer evidencing the power and authority of the Seller and its respective partners constituent owners 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. 5.6.10 5.6.15 Such other instruments as may be reasonably required to consummate the transactions contemplated by this Agreement.

Seller’s Deliveries. At the Closing, Seller shall deliver or cause to be delivered to BuyerPurchaser, at Seller’s sole expense, each of the following items: 5.6.1 (a) A special warranty Massachusetts form quit claim deed (the “Deed”) conveying to Purchaser fee simple title to the Real Property, duly executed and acknowledged by Seller, substantially in the form attached hereto as Exhibit “EB”, free and clear of all mortgages and all other encumbrances and subject only to the Permitted Exceptions. 5.6.2 (b) A xxxx bill of sale, general assignment and assignment and assumption of lease (the “Xxxx "Bill of Sale and Blanket Assignment”") in the form that is acceptable to Seller and Purchaser and containing similar content as the form attached hereto as Exhibit “FC” which shall transfer, convey, sell, assign and set over to Buyer Purchaser all of Seller’s right, title and interest in and to the Personal Property, Lease, Guaranties, Lease Security, Tenant Deposit, Property ContractsDeposits, Intangible Property and Miscellaneous Property. 5.6.3 Originals (c) Payment of one half of any conveyance taxes imposed on the sale of the Property by the Commonwealth of Massachusetts or Town of Easthampton. (d) A copy of the Lease or any occupancy agreements and each Guaranty (with all amendments and modifications thereto) in Seller’s possession or control relating to the Property), together with the Threshold Estoppel required under Section 5.4.3 of this Agreement and the SNDA required under Section 5.4.4 of this AgreementLease Security (if any). 5.6.4 All keys in Seller’s possession to all locks on the Property and all documents in the possession of Seller pertaining to the tenant of the Property, including all applications, correspondence and credit reports relating to such tenant. 5.6.5 (e) A non-foreign person affidavit sworn to by Seller as required by Section 1445 of the Internal Revenue Code. 5.6.6 (f) Such evidence, documents, affidavits and indemnifications evidence or documents as may be reasonably required by the Title Company as a precondition to the issuance of the Title Policy relating to: (i) mechanics’ or materialmen’s liens; (ii) parties in possession; (iii) the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Property; or and (iv) any other matter reasonably required to enable the Title Company to issue the Title Policy and endorsements thereto. 5.6.7 Originals (g) a copy (or original if available) of all each Property Contracts Contract assumed by Buyer Purchaser and all other documents in the possession or control of Seller relating to the operation of the Property including all permits, licenses, approvals, plans, specifications, guaranties and warranties. 5.6.8 (h) A duly executed closing statement prepared by Seller and approved by Purchaser reflecting the adjustments and prorations required by this Agreement (the “"Closing Statement”"). 5.6.9 Such (i) Seller shall deliver to Purchaser such evidence or documents as may reasonably be required by Buyer Purchaser evidencing the power and authority of the Seller and its respective partners members or principals 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. 5.6.10 Such (j) Seller shall deliver to Purchaser such other instruments as may be reasonably required to consummate the transactions contemplated by this Agreement. (k) Letter to Xxxxxx directing the payment of rent in a form to be supplied by Xxxxxxxxx; and (l) All warranties (if any) for the Property.

Seller’s Deliveries. At the Closing, Seller shall deliver or cause to be delivered to Buyer, at Seller’s sole expense, each of the following items: 5.6.1 A special warranty deed (the “Deed”) duly executed and acknowledged by Seller, substantially in the form attached hereto as Exhibit “E”together with an affidavit of property value. 5.6.2 A xxxx of sale, general assignment and assignment and assumption of lease Leases (the “Xxxx of Sale and Assignment”) in the form attached hereto as Exhibit “FE” which shall transfer, convey, sell, assign and set over to Buyer all of Seller’s right, title and interest in and to the Personal Property, Lease, Tenant Deposit, Property Contracts, Deposit and Intangible Property and Miscellaneous Property. 5.6.3 Originals of the Lease or any occupancy agreements Leases (with all amendments and modifications thereto) in Seller’s possession or control relating to the Property, together with the Threshold Estoppel required under Section 5.4.3 of this Agreement Tenant Estoppels and the SNDA any required under Section 5.4.4 of this AgreementSNDA’s. 5.6.4 All keys in Seller’s possession to all locks on the Property and all documents in the possession of Seller pertaining to the tenant of the PropertyTenants, including all applications, correspondence and credit reports relating to such tenantTenants. 5.6.5 A non-foreign person affidavit sworn to by Seller as required by Section 1445 of the Internal Revenue Code. 5.6.6 Such evidence, documents, affidavits and 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 materialmen’s liens; (ii) parties in possession; (iii) the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Property; or (iv) any other matter reasonably required to enable the Title Company to issue the Title Policy and endorsements thereto. 5.6.7 Originals of all Property Contracts assumed by Buyer and all other documents in the possession of Seller relating to the operation of the Property including all permits, licenses, approvals, plans, specifications, guaranties and warranties, but excluding Seller’s books and records of accounting and operations. 5.6.8 A duly executed closing statement reflecting the adjustments and prorations required by this Agreement (the “Closing Statement”). 5.6.9 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. 5.6.10 Such other instruments as may be reasonably required to consummate the transactions contemplated by this Agreement, including without limitation, a notice to the Tenants substantially in the form of Exhibit “F” attached hereto and made a part hereof.

Seller’s Deliveries. At the Closing, Seller shall deliver either at the Closing or cause to be delivered to Buyerby making available at the Property, at Seller’s sole expenseas appropriate, the following original documents, each of the following itemsexecuted and, if required, acknowledged: 5.6.1 8.1.1 A special warranty deed (the “Deed”) duly executed and acknowledged by Sellerdeed, substantially in the form attached hereto as Exhibit Schedule 8.1.1 (the “EDeed”), conveying title to Purchaser of the Property, subject only to the Permitted Exceptions. 5.6.2 A xxxx 8.1.2 Originals (if in Seller’s possession) of sale(a) all of the Leases and, general if any, of all of the Assumed Contracts relating to the Property which Purchaser has elected to assume pursuant to the terms hereof or is deemed to have elected to assume, and all documents comprising the Intangible Property; and (b) an assignment and of the Leases, the Intangible Property and, if applicable, the Assumed Contracts to Purchaser by way of an assignment and assumption of lease (the “Xxxx of Sale and Assignment”) agreement, in the form attached hereto as Exhibit Schedule 8.1.2 (the “F” Assignment and Assumption Agreement”), conveying to Purchaser Seller’s rights, title and interest in and to the Leases, the Intangible Property and, if applicable, the Assumed Contracts attributable to the Property. 8.1.3 Originals (if in Seller’s possession) of (a) all Warranties then in effect, if any, with respect to the Property or to the Improvements or any repairs or renovations to such Improvements; and (b) an assignment of all such warranties and guarantees being conveyed hereunder, conveying to Purchaser Seller’s rights, title and interests in and to the Warranties attributable to the Property. 8.1.4 An affidavit pursuant to the Foreign Investment and Real Property Tax Act. 8.1.5 Appropriate evidence of authority, capacity and status of Seller as reasonably required by Title Company. 8.1.6 An “Owner’s affidavit”, in form reasonably acceptable to Seller and the Title Company and sufficient for the Title Company to delete any exceptions for (a) mechanics’ or materialmen’s liens arising from work at the Property which shall transferis the responsibility of Seller hereunder, convey(b) parties in possession, sellother than tenants as tenants only, assign and set over and, (c) matters not shown in the public records. 8.1.7 A settlement statement (the “Settlement Statement”), prepared by the Title Company. 8.1.8 A quit claim xxxx of sale in the form attached hereto as Schedule 8.1.9 (the “Xxxx of Sale”) transferring to Buyer Purchaser all of Seller’s right, title and interest in and to the Personal Property, Lease, Tenant Deposit, Property Contracts, Intangible Property and Miscellaneous Property. 5.6.3 Originals of the Lease or any occupancy agreements (with all amendments and modifications thereto) in Seller’s possession or control relating to the Property, together with the Threshold Estoppel required under Section 5.4.3 of this Agreement and the SNDA required under Section 5.4.4 of this Agreement. 5.6.4 All keys in Seller’s possession to all locks on the Property and all documents in the possession of Seller pertaining to the tenant of the Property, including all applications, correspondence and credit reports relating to such tenant. 5.6.5 A non-foreign person affidavit sworn to by Seller as required by Section 1445 of the Code. 5.6.6 8.1.9 Such evidence, other documents, affidavits certificates and 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 materialmen’s liens; (ii) parties in possession; (iii) the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Property; or (iv) any other matter reasonably required to enable the Title Company to issue the Title Policy and endorsements thereto. 5.6.7 Originals of all Property Contracts assumed by Buyer and all other documents in the possession of Seller relating to the operation of the Property including all permits, licenses, approvals, plans, specifications, guaranties and warranties. 5.6.8 A duly executed closing statement reflecting the adjustments and prorations required by this Agreement (the “Closing Statement”). 5.6.9 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. 5.6.10 Such other instruments as may be reasonably required to consummate the transactions transaction contemplated by this Agreementhereby.

Seller’s Deliveries. At the ClosingClosing 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: 5.6.1 A special duly executed and acknowledged limited warranty deed (the “Deed”) that conveys title to the Real Property and Improvements to Buyer and in substantially the same form as Exhibit “E” attached hereto and that is otherwise recordable in the jurisdiction where the Property is located. 5.6.2 Two (2) counterpart signatures to a xxxx of sale, assignment and assumption of leases and contracts for the Property duly and originally executed and acknowledged by Seller, substantially in the form attached hereto as Exhibit “E”. 5.6.2 A xxxx of sale, general assignment and assignment and assumption of lease (the “Xxxx of Sale and Assignment”) in the form attached hereto as Exhibit “F” ”, which shall transfer, convey, sell, assign and set over to Buyer all of Seller’s right, title and interest in and to the the: (i) Personal Property, Lease, ; (ii) Tenant Deposit, Property Contracts, Intangible Property Leases; (iii) the Warranties and Miscellaneous PropertyPermits; and (iv) any Contracts Buyer elects to assume in accordance with the terms of this Agreement (the “Xxxx of Sale”). 5.6.3 Originals of the Lease or any occupancy agreements (with all amendments and modifications thereto) in Seller’s possession or control relating Counterpart signatures to the Property, together with Loan Assumption Documents in the Threshold Estoppel number required under Section 5.4.3 of this Agreement and by the SNDA required under Section 5.4.4 of this AgreementExisting Lender. 5.6.4 Originals of all Tenant Leases (and all amendments, if any). 5.6.5 All keys in Seller’s possession to all locks on the Property and all documents in the possession of Seller pertaining to the tenant of the Propertyeach tenant, including all applications, correspondence and credit reports relating to such tenantreports. 5.6.5 5.6.6 A non-foreign person affidavit sworn to by Seller as required by Section 1445 of the Code. 5.6.6 5.6.7 A Tenant Notice (as defined below) for each Tenant Lease. 5.6.8 Such evidence, documents, affidavits and 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 materialmen’s liens; (ii) parties in possession; (iii) the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Property; or and/or (iv) any other matter reasonably required to enable the Title Company to issue the Title Policy and endorsements thereto. 5.6.7 5.6.9 Originals (to the extent existent) of all Property Contracts assumed by Buyer documents listed on attached Exhibit C and all other documents in the possession of Seller relating otherwise set forth as exhibits to the operation Xxxx of the Property including all permits, licenses, approvals, plans, specifications, guaranties and warrantiesSale. 5.6.8 5.6.10 A duly executed closing statement Closing Statement (as defined below) reflecting the adjustments and prorations required by this Agreement (the “Closing Statement”)Agreement. 5.6.9 5.6.11 Such evidence or documents as may reasonably be required by Buyer evidencing the power and authority of the Seller and its respective partners constituent owners 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. 5.6.10 5.6.12 Such other instruments as may be reasonably required to consummate the transactions contemplated by this Agreement.

Seller’s Deliveries. At the ClosingClosing or on the date otherwise specified below, Seller shall deliver or cause to be delivered to BuyerEscrow Agent, c/o Chicago Title Insurance Company, Kansas City Direct Operations, 000 Xxxx 00xx Xxxxxx, Xxxxx 0000, Xxxxxx Xxxx, Xxxxxxxx 00000, at Seller’s sole expense, each of the following items: 5.6.1 A special duly executed and acknowledged limited warranty deed (the “Deed”) that conveys title to the Real Property and Improvements to Buyer and in substantially the same form as Exhibit “E” attached hereto and that is otherwise recordable in the jurisdiction where the Property is located. 5.6.2 Two (2) counterpart signatures to a xxxx of sale, assignment and assumption of leases and contracts for the Property duly and originally executed and acknowledged by Seller, substantially in the form attached hereto as Exhibit “E”. 5.6.2 A xxxx of sale, general assignment and assignment and assumption of lease (the “Xxxx of Sale and Assignment”) in the form attached hereto as Exhibit “F” ”, which shall transfer, convey, sell, assign and set over to Buyer all of Seller’s right, title and interest in and to the: (i) the Personal Property, Lease, ; (ii) Tenant Deposit, Property Contracts, Intangible Property Leases; (iii) the Warranties and Miscellaneous PropertyPermits; and (iv) any Contracts Buyer elects to assume in accordance with the terms of this Agreement (the “Xxxx of Sale”). 5.6.3 Originals of the Lease or any occupancy agreements all Tenant Leases (with and all amendments and modifications thereto) in Seller’s possession or control relating to the Propertyamendments, together with the Threshold Estoppel required under Section 5.4.3 of this Agreement and the SNDA required under Section 5.4.4 of this Agreementif any). 5.6.4 All keys in Seller’s possession to all locks on the Property and all documents in the possession of Seller pertaining to the tenant of the Propertyeach tenant, including all applications, correspondence and credit reports relating to such tenantreports. 5.6.5 A non-foreign person affidavit sworn to by Seller as required by Section 1445 of the Code. 5.6.6 A Tenant Notice (as defined below) for each Tenant Lease. 5.6.7 Such evidence, documents, affidavits and 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 materialmen’s liens; (ii) parties in possession; (iii) the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Property; or and/or (iv) any other matter reasonably required to enable the Title Company to issue the Title Policy and endorsements thereto. 5.6.7 5.6.8 Originals of all Property Contracts assumed by Buyer and all other documents in the possession of Seller relating to the operation of the Property including all operating statements, permits, licenses, approvals, plans, specifications, guaranties and/or warranties, all third party reports, appraisals, environmental site assessments, property condition reports, property inspections and warrantiessurveys. Seller may retain a copy of all originals at its own expense. 5.6.8 5.6.9 A duly executed closing statement Closing Statement (as defined below) reflecting the adjustments and prorations required by this Agreement (the “Closing Statement”)Agreement. 5.6.9 5.6.10 Such evidence or documents as may reasonably be required by Buyer evidencing the power and authority of the Seller and its respective partners constituent owners 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. 5.6.10 5.6.11 Such other instruments as may be reasonably required to consummate the transactions contemplated by this Agreement.

Seller’s Deliveries. At the ClosingClosing 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: 5.6.1 A special duly executed and acknowledged limited warranty deed (the “Deed”) that conveys title to the Real Property and Improvements to Buyer and in substantially the same form as Exhibit “E” attached hereto and that is otherwise recordable in the jurisdiction where the Property is located. 5.6.2 Two (2) counterpart signatures to a xxxx of sale, assignment and assumption of leases and contracts for the Property duly and originally executed and acknowledged by Seller, substantially in the form attached hereto as Exhibit “E”. 5.6.2 A xxxx of sale, general assignment and assignment and assumption of lease (the “Xxxx of Sale and Assignment”) in the form attached hereto as Exhibit “F” ”, which shall transfer, convey, sell, assign and set over to Buyer all of Seller’s right, title and interest in and to the: (i) Tenant Leases; (ii) the Personal Property, Lease, Tenant Deposit, Property Contracts, Intangible Property (subject to the exclusions on Schedule 1.1.5 hereof); (iii) the Warranties and Miscellaneous PropertyPermits; and (iv) any Contracts Buyer elects to assume in accordance with the terms of this Agreement (the “Xxxx of Sale”). 5.6.3 Originals of the Lease or any occupancy agreements (with all amendments and modifications thereto) in Seller’s possession or control relating Counterpart signatures to the Property, together with Loan Assumption Documents in the Threshold Estoppel number required under Section 5.4.3 of this Agreement and by the SNDA required under Section 5.4.4 of this AgreementExisting Lender. 5.6.4 Originals of all Tenant Leases (and all amendments, if any). 5.6.5 All keys in Seller’s possession to all locks on the Property and all documents in the possession of Seller pertaining to the tenant of the Propertyeach tenant, including all applications, correspondence and credit reports relating to such tenantreports. 5.6.5 5.6.6 A non-foreign person affidavit sworn to by Seller as required by Section 1445 of the Code. 5.6.6 5.6.7 A Tenant Notice (as defined below) for each Tenant Lease. 5.6.8 Such evidence, documents, affidavits and indemnifications as may be reasonably required by the Title Company and approved by Seller as a precondition to the issuance of the Title Policy relating to: (i) mechanics’ or materialmen’s liens; (ii) parties in possession; (iii) the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Property; or and/or (iv) any other matter reasonably required to enable the Title Company to issue the Title Policy and endorsements thereto. 5.6.7 Originals of all Property Contracts assumed by Buyer and all other documents in the possession of Seller relating to the operation of the Property including all permits, licenses, approvals, plans, specifications, guaranties and warranties. 5.6.8 5.6.9 A duly executed closing statement Closing Statement (as defined below) reflecting the adjustments and prorations required by this Agreement (the “Closing Statement”)Agreement. 5.6.9 5.6.10 Such evidence or documents as may reasonably be required by Buyer evidencing the power and authority of the Seller and its respective partners constituent owners 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. 5.6.10 5.6.11 Such other instruments as may be reasonably required to consummate the transactions contemplated by this AgreementAgreement in a form reasonably acceptable to Seller.

Seller’s Deliveries. At the ClosingClosing or on the date otherwise specified below, Seller shall deliver or cause to be delivered to BuyerBuyer and/or Escrow Agent, as applicable, at Seller’s sole expense, each of the following items, with original signatures from all applicable parties: 5.6.1 A duly executed and acknowledged special warranty deed that conveys title to the Real Property to Buyer in substantially the same form as Exhibit “K” attached hereto and that is otherwise recordable in the jurisdiction where the Parcel is located. 5.6.2 Three (3) counterpart signatures to the xxxx of sale, assignment and assumption of leases and contracts (the “DeedXxxx of Sale and Assignment”) duly and originally executed and acknowledged by Seller, substantially in the form attached hereto as Exhibit “E”. 5.6.2 A xxxx of sale, general assignment and assignment and assumption of lease (the “Xxxx of Sale and Assignment”) in the form attached hereto as Exhibit “F” 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, Lease, ; (ii) Tenant Deposit, Property Contracts, Intangible Property Leases; (iii) the Warranties and Miscellaneous PropertyPermits; and (iv) any Contracts Buyer elects to assume in accordance with the terms of this Agreement. 5.6.3 Originals of the Lease or any occupancy agreements all Tenant Leases (with all amendments and modifications thereto) in Seller’s possession or control relating to the Property, together with the Threshold Estoppel required under Section 5.4.3 of this Agreement and the SNDA required under Section 5.4.4 of this Agreement. 5.6.4 Originals of all Tenant Estoppels and Estoppel Certificates. 5.6.5 All keys in Seller’s possession to all locks on the Property and all documents in the possession of Seller pertaining to the tenant of the Propertyeach Tenant, including all applications, correspondence and credit reports relating to such tenantreports. 5.6.5 5.6.6 A non-foreign person affidavit sworn to by Seller as required by Section 1445 of the Code. 5.6.6 5.6.7 A Tenant Notice (as defined below) for each Tenant Lease. 5.6.8 Such evidence, documents, affidavits and 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 materialmen’s liens; (ii) parties in possession; (iii) the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Property; or (iv) any other matter reasonably and customarily required of sellers to enable the Title Company to issue the Title Policy and endorsements thereto. 5.6.7 5.6.9 Originals of all Property Contracts assumed by Buyer and all other documents in the possession of Seller relating to the operation of the Property including all operating statements, permits, licenses, approvals, plans, specifications, guaranties and warranties. 5.6.8 5.6.10 A duly executed closing statement Closing Statement (as defined below) reflecting the adjustments and prorations required by this Agreement (the “Closing Statement”)Agreement. 5.6.9 5.6.11 Such evidence or documents as may reasonably be required by Buyer evidencing the power and authority of the Seller and its respective partners constituent owners 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. 5.6.10 5.6.12 Such other instruments as may be reasonably required to consummate the transactions contemplated by this Agreement.

Seller’s Deliveries. At the Closing, Seller Sellers shall deliver or cause to be delivered to Buyer, at Seller’s Sellers’ sole expense, each of the following items: 5.6.1 5.5.1 A special warranty deed (the “Deed”) duly executed and acknowledged by Seller, substantially Sellers in a form acceptable to the form attached hereto as Exhibit “E”Title Company. 5.6.2 5.5.2 A xxxx of sale, general assignment and assignment and assumption of lease Lease (the “Xxxx of Sale and Assignment”) in the form attached hereto as Exhibit “F” which shall transfer, convey, sell, assign and set over to Buyer all of Seller’s Sellers’ right, title and interest in and to the Personal Property, LeaseLeases, Tenant DepositDeposits, Property Contracts, Intangible Property and Miscellaneous Property. 5.6.3 5.5.3 Originals of the Lease all Leases or any occupancy agreements (with all amendments and modifications thereto) in Seller’s Sellers’ possession or control relating to the Property, together with the Threshold Estoppel estoppels required under Section 5.4.3 of this Agreement and the SNDA required under Section 5.4.4 of this Agreement. 5.6.4 5.5.4 All keys in Seller’s Sellers’ possession to all locks on the Property and all documents in the possession of Seller Sellers pertaining to the tenant of the PropertyTenants, including all applications, correspondence and credit reports relating to each such tenantTenant. 5.6.5 5.5.5 A non-foreign person affidavit sworn to by Seller Sellers as required by Section 1445 of the Internal Revenue Code. 5.6.6 5.5.6 Such evidence, documents, affidavits and 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 materialmen’s liens; (ii) parties in possession; (iii) the status and capacity of Seller Sellers and the authority of the person or persons who are executing the various documents on behalf of Seller Sellers in connection with the sale of the Property; or (iv) any other matter reasonably required to enable the Title Company to issue the Title Policy and endorsements thereto. 5.6.7 5.5.7 Originals of all Property Contracts assumed by Buyer and all other documents in the possession of Seller Sellers relating to the operation of the Property including all permits, licenses, approvals, plans, specifications, guaranties and warranties. 5.6.8 5.5.8 A duly executed closing statement reflecting the adjustments and prorations required by this Agreement (the “Closing Statement”). 5.6.9 5.5.9 Such evidence or documents as may reasonably be required by Buyer evidencing the power and authority of the each 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. 5.6.10 5.5.10 Such other instruments as may be reasonably required to consummate the transactions contemplated by this Agreement. 5.5.11 The amount of $1,950,000 in cash, from (a) reserves associated with the Existing Loan; and (b) other funds held by Sellers in connection with the Property, all of which shall be used to pay down the Existing Loan balance.

Seller’s Deliveries. At the ClosingClosing or on the date otherwise specified below, Seller shall deliver or cause to be delivered to BuyerEscrow Agent, at Seller’s sole expense, each of the following items: 5.6.1 A special duly executed and acknowledged limited warranty deed that conveys title to the Real Property and Improvements, to Buyer and in substantially the same form as Exhibit “F” attached hereto and that is otherwise recordable in the jurisdiction where the Property is located (the “Deed”); 5.6.2 Two (2) counterpart signatures to a xxxx of sale, assignment and assumption of leases and contracts for the Property duly and originally executed and acknowledged by Seller, substantially in the form attached hereto as Exhibit “EG”. 5.6.2 A xxxx of sale, general assignment and assignment and assumption of lease (the “Xxxx of Sale and Assignment”) in the form attached hereto as Exhibit “F” which shall transfer, convey, sell, assign and set over to Buyer all of Seller’s right, title and interest in and to the: (i) the Personal Property, Lease, ; (ii) Tenant Deposit, Property Contracts, Intangible Property Leases; (iii) the Warranties and Miscellaneous PropertyPermits; and (iv) any Contracts Buyer elects to assume in accordance with the terms of this Agreement (the “Xxxx of Sale”). 5.6.3 Originals and/or copies certified by Seller of the Lease or any occupancy agreements all Tenant Leases (with and all amendments and modifications thereto) in Seller’s possession or control relating to the Property, together with the Threshold Estoppel required under Section 5.4.3 of this Agreement and the SNDA required under Section 5.4.4 of this Agreement). 5.6.4 All keys in Seller’s possession to all locks on the Property and all documents in the possession of Seller pertaining to the tenant of the Propertyeach tenant, including all applications, correspondence and credit reports relating to such tenantreports. 5.6.5 A non-foreign person affidavit sworn to by Seller as required by Section 1445 of the Code. 5.6.6 A Tenant Notice (as defined below) for each Tenant Lease. 5.6.7 Such evidence, documents, affidavits and 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 materialmen’s liens; (ii) parties in possession; (iii) the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Property; or and/or (iv) any other matter reasonably required to enable the Title Company to issue the Title Policy and endorsements thereto. 5.6.7 5.6.8 Originals of all Property Contracts assumed by Buyer and all other documents in the possession of Seller relating to the operation of the Property including all operating statements, permits, licenses, approvals, plans, specifications, guaranties and/or warranties, all third party reports, appraisals, environmental site assessments, property condition reports, property inspections and warrantiessurveys. 5.6.8 5.6.9 A duly executed closing statement Closing Statement (as defined below) reflecting the adjustments and prorations required by this Agreement (the “Closing Statement”)Agreement. 5.6.9 5.6.10 Such evidence or documents as may reasonably be required by Title Company and Buyer evidencing the power and authority of the Seller and its respective partners constituent owners 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. 5.6.10 5.6.11 Counterpart signatures to the Management and Leasing Agreements. 5.6.12 Such other instruments as may be reasonably required to consummate the transactions contemplated by this Agreement.

Seller’s Deliveries. At the ClosingClosing 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: 5.6.1 A special warranty deed duly executed and delivered assignment and assumption agreement (the “DeedAssignment”) for recordation in substantially the form attached hereto as Exhibit “I”, whereby Seller will assign its rights under the Ground Lease to Buyer and Buyer will assume Seller’s obligations under the Ground Lease (subject to Seller having obtained the consent of Ground Lessor to assign the Ground Lease as contemplated in this Agreement). 5.6.2 A xxxx of sale, assignment and assumption of leases and contracts (the “Xxxx of Sale”) duly and originally executed and acknowledged by Seller, substantially in the form attached hereto as Exhibit “E”. 5.6.2 A xxxx of sale, general assignment and assignment and assumption of lease (the “Xxxx of Sale and Assignment”) in the form attached hereto as Exhibit “F” 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, Lease, ; (ii) the Tenant Deposit, Property Contracts, Intangible Property Leases; (iii) the Warranties; (iv) the Permits; (v) any Contracts Buyer elects to assume in accordance with the terms of this Agreement; and Miscellaneous Property(vi) the Trade Name. 5.6.3 Originals (or, if originals become unavailable, copies) of the Ground Lease or any occupancy agreements (with all amendments and modifications thereto) in Seller’s possession or control relating to the Property, together with the Threshold Estoppel required under Section 5.4.3 of this Agreement and the SNDA required under Section 5.4.4 of this AgreementTenant Leases. 5.6.4 All keys in Seller’s possession to all locks on the Property and all documents in the possession of Seller pertaining to the tenant of the Property, Tenants including all applications, correspondence and credit reports relating to such tenantreports, all of which may be made available on the Property. 5.6.5 A non-foreign person affidavit sworn to by Seller as required by Section 1445 of the Internal Revenue Code. 5.6.6 Such evidencecustomary Seller affidavit, documents, affidavits authority documents and indemnifications title clearance documents as may be reasonably required by the Title Company as a precondition to the issuance of the Title Policy relating to: (i) mechanics’ or materialmen’s liens; (ii) parties in possession; (iii) the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Property; or (iv) any other matter reasonably customarily required to enable the Title Company to issue the Title Policy and endorsements theretoPolicy. 5.6.7 Originals (or, if originals are unavailable, copies) of all Property Contracts assumed by Buyer and all other documents in the possession of Seller relating to the operation of the Property including all permits, licenses, approvals, plans, specifications, guaranties and warranties, if any. 5.6.8 A duly executed closing statement reflecting the adjustments and prorations required by this Agreement Closing Statement (the “Closing Statement”as defined below). 5.6.9 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. 5.6.10 Such other instruments as may be reasonably required to consummate the transactions contemplated by this Agreement, including, but not limited to, a memorandum of assignment and assumption of the Tenant Leases, in recordable form, if such document shall be required by the Title Company in order to issue the Title Policy.

Seller’s Deliveries. At the Closing, Seller shall deliver or cause to be delivered to BuyerEscrow Holder, at Seller’s sole cost and expense, each of the following items: 5.6.1 5.4.1 A special warranty deed (the “Deed”) duly executed and acknowledged by Seller, substantially Seller in a form reasonably acceptable to the form attached hereto as Exhibit “E”Title Company and the Buyer. 5.6.2 5.4.2 A xxxx of sale, general assignment and assignment and assumption of lease the Leases (the “Xxxx of Sale and Assignment”) in the a form attached hereto as Exhibit “F” acceptable to Seller and Buyer which shall transfer, convey, sell, assign and set over to Buyer all of Seller’s right, title and interest in and to the Personal Property, LeaseLeases, Tenant DepositDeposits, Property ContractsContracts (which Buyer elected to assume, if any), Intangible Property Property, Trade Names and Miscellaneous Property. 5.6.3 5.4.3 Originals of the Lease Leases, or, in the alternative, make the Leases available to Buyer in the leasing or any occupancy agreements (with all amendments and modifications thereto) in Seller’s possession or control relating to management office of the Property, together with the Threshold Estoppel required under Section 5.4.3 of this Agreement and the SNDA required under Section 5.4.4 of this Agreement. 5.6.4 5.4.4 All keys in Seller’s possession to all locks on the Property and all documents in the possession of Seller pertaining to the tenant of the PropertyTenants, including all applications, correspondence and credit reports relating to such tenantTenants. 5.6.5 5.4.5 A non-foreign person affidavit sworn to by Seller as required by Section 1445 of the Internal Revenue Code. 5.6.6 5.4.6 Such commercially reasonable evidence, documents, affidavits and 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 materialmen’s liens; (ii) parties in possession; (iii) the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Property; or (iv) any other matter reasonably required to enable the Title Company to issue the Title Policy and endorsements thereto. 5.6.7 5.4.7 Originals of all Property Contracts assumed by Buyer and all other documents in the possession and/or control of Seller relating to the use and/or operation of the Property including Property, including, without limitation, all permits, licenses, approvals, plans, specifications, guaranties and warrantieswarranties or, in the alternative, make such documents available to Buyer in the leasing or management office at the property. 5.6.8 5.4.8 A .pdf copy of a duly executed closing statement reflecting the adjustments and prorations required by this Agreement (the “Closing Statement”). 5.6.9 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. 5.6.10 Such other instruments as may be reasonably required to consummate the transactions contemplated by this Agreement.

Seller’s Deliveries. At the ClosingClosing or on the date otherwise specified below, Seller shall deliver or cause to be delivered to BuyerBuyer and/or Escrow Agent, as applicable, at Seller’s sole expense, each of the following items, with original signatures from all applicable parties: 5.6.1 A duly executed and acknowledged special warranty deed that conveys title to the Improvements to Buyer in substantially the same form as Exhibit “K” attached hereto and that is otherwise recordable in the jurisdiction where the Parcel is located. 5.6.2 Three (3) counterpart signatures of Seller to a duly executed and delivered assignment and assumption agreement (the “DeedAssignment of Ground Lease”) in the form attached hereto as Exhibit “L”, whereby the Seller will assign its rights under the Ground Lease for such Parcel to Buyer and Buyer will assume Seller’s obligations under the Ground Lease from such Seller. 5.6.3 Three (3) counterpart signatures to the xxxx of sale, assignment and assumption of leases and contracts (the “Xxxx of Sale and Assignment”) duly and originally executed and acknowledged by Seller, substantially in the form attached hereto as Exhibit “E”. 5.6.2 A xxxx of sale, general assignment and assignment and assumption of lease (the “Xxxx of Sale and Assignment”) in the form attached hereto as Exhibit “F” 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, Lease, ; (ii) Tenant Deposit, Property Contracts, Intangible Property Leases; (iii) the Warranties and Miscellaneous PropertyPermits; and (iv) any Contracts Buyer elects to assume in accordance with the terms of this Agreement. 5.6.3 5.6.4 Originals of all Tenant Leases and the Ground Lease or any occupancy agreements (with all amendments and modifications thereto) in Seller’s possession or control relating to the Property. 5.6.5 Originals of all Tenant Estoppels, together with the Threshold Estoppel required under Section 5.4.3 of this Agreement Certificates and the SNDA required under Section 5.4.4 of this AgreementGround Lease Estoppel. 5.6.4 5.6.6 Originals of the ROFR Waiver and Hospital Consent. 5.6.7 All keys in Seller’s possession to all locks on the Property and all documents in the possession of Seller pertaining to the tenant of the Propertyeach Tenant, including all applications, correspondence and credit reports relating to such tenantreports. 5.6.5 5.6.8 A non-foreign person affidavit sworn to by Seller as required by Section 1445 of the Code. 5.6.6 5.6.9 A Tenant Notice (as defined below) for each Tenant Lease. 5.6.10 Such evidence, documents, affidavits and 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 materialmen’s liens; (ii) parties in possession; (iii) the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Property; or (iv) any other matter reasonably and customarily required of sellers to enable the Title Company to issue the Title Policy and endorsements thereto. 5.6.7 5.6.11 Originals of all Property Contracts assumed by Buyer and all other documents in the possession of Seller relating to the operation of the Property including all operating statements, permits, licenses, approvals, plans, specifications, guaranties and warranties. 5.6.8 5.6.12 A duly executed closing statement Closing Statement (as defined below) reflecting the adjustments and prorations required by this Agreement (the “Closing Statement”). 5.6.9 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. 5.6.10 Such other instruments as may be reasonably required to consummate the transactions contemplated by this Agreement.

Seller’s Deliveries. At the Closing, Seller shall deliver execute (to the extent required) and deliver, or cause to be delivered delivered, to Buyer, at Seller’s sole expense, each of Purchaser or the following itemsTitle Company as appropriate: 5.6.1 A special warranty (a) a recordable deed (from Seller to Purchaser conveying the “Deed”) duly executed and acknowledged by SellerReal Property subject to only the Permitted Exceptions, substantially in the form attached hereto to this Agreement as Exhibit “E”.J”; 5.6.2 A (b) a xxxx of sale, general assignment and assignment and assumption of lease (the “Xxxx of Sale and Assignment”) in the form attached hereto as Exhibit “F” which shall transfer, convey, sell, assign and set over sale transferring to Buyer Purchaser all of Seller’s right, title title, and interest in and to each and every item of Personal Property to be transferred in the Personal Propertyform attached to this Agreement as Exhibit ”K”; (c) an assignment (“General Assignment”) of all of Seller’s right, Leasetitle, Tenant Depositand interest in, Property Contractsto, Intangible Property and Miscellaneous Property. 5.6.3 Originals under the Bookings, the Hotel Contracts set forth on Exhibit “F” (other than those which are not assignable), the Space Leases set forth on Exhibit “G”, Permits (other than Excluded Permits), Intangibles, Books and Records, Warranties, and Accounts Receivable, including the assumption by Purchaser of the Lease or any occupancy agreements (obligations, if any, of Seller under the foregoing arising from and after the Closing Date, in the form of Exhibit ”L”; together with all amendments and modifications thereto) in Seller’s possession or control relating original counterparts (to the Property, together with the Threshold Estoppel required under Section 5.4.3 extent available) of this Agreement and the SNDA required under Section 5.4.4 of this Agreement. 5.6.4 All keys in Seller’s possession to all locks on the Property and all documents in the possession of Seller pertaining to the tenant any of the Propertyforegoing; (d) the certificate referred to in Section 9.01(b); (e) a certificate of Strategic Hotel Capital, including all applicationsInc., correspondence and credit reports relating to the beneficial owner of Seller, stating that such tenant. 5.6.5 A non-entity is not a “foreign person affidavit sworn to by Seller as required by person” within the meaning of Section 1445 of the Code.Internal Revenue Code of 1986, as amended, in the form of Exhibit ”M”; 5.6.6 Such evidence, documents, affidavits and indemnifications as may be reasonably required by the Title Company as a precondition (f) notice to the issuance other party to any Space Lease or Hotel Contract to which Seller is a party of the Title Policy relating to: change in ownership of the Hotel; (i) mechanics’ or materialmen’s liens; (ii) parties in possession; (iiig) the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Property; or Preliminary Closing Statement; (ivh) any other matter reasonably required to enable the Title Company to issue the Title Policy and endorsements thereto. 5.6.7 Originals of all Property Contracts assumed by Buyer and all other documents in the possession of Seller relating to the operation of the Property including all permits, licenses, approvals, plans, specifications, guaranties and warranties. 5.6.8 A duly executed closing statement reflecting the adjustments and prorations required by this Agreement (the “Closing Statement”). 5.6.9 Such evidence real estate transfer tax declarations 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 similar documentation required in connection with the sale payment of the Property.any tax imposed by any state, county, or municipality together with any change of ownership statements required under applicable law; 5.6.10 Such (i) copies of such articles of incorporation, organization, or formation; agreements or certificates of partnership; resolutions; authorizations; bylaws; certifications; or other instruments as may be reasonably required corporate, partnership, limited liability company, or trust documents or agreements relating to Seller’s authority to enter into this Agreement and to consummate the transactions contemplated by this Agreementdescribed herein as the Title Company or Purchaser shall reasonably require; (j) a title affidavit in form acceptable to Seller and the Title Company; (k) unless Franchisor has elected to execute a new franchise agreement with Purchaser, an assignment and assumption of the Existing Franchise Agreement in the form of Exhibit “N”, subject to such modifications as Franchisor may reasonably request; (l) any documents referenced in Section 10.04 below; (m) the estoppels referenced in Section 10.10 below, if obtained; (n) a Schedule of Bookings as of the Closing Date, which Seller shall certify to be true and correct; and (o) an updated list similar to the list attached as Exhibit “P” detailing those capital improvements for which capital has been spent and those capital improvements for which Seller has committed to spend capital as of the Closing Date.

Seller’s Deliveries. At the ClosingClosing 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: 5.6.1 A special warranty duly executed and acknowledged covenant deed (the “Deed”) that conveys marketable title to the Real Property and Improvements to Buyer and in substantially the same form as Exhibit “E” attached hereto and that is otherwise recordable in the jurisdiction where the Property is located. 5.6.2 Two (2) counterpart signatures to a xxxx of sale, assignment and assumption of leases and contracts for the Property duly and originally executed and acknowledged by Seller, substantially in the form attached hereto as Exhibit “E”. 5.6.2 A xxxx of sale, general assignment and assignment and assumption of lease (the “Xxxx of Sale and Assignment”) in the form attached hereto as Exhibit “F” ”, which shall transfer, convey, sell, assign and set over to Buyer all of Seller’s right, title and interest in and to the: (i) the Personal Property, Lease, ; (ii) Tenant Deposit, Property Contracts, Intangible Property Leases; (iii) the Warranties and Miscellaneous PropertyPermits; and (iv) any Contracts Buyer elects to assume in accordance with the terms of this Agreement (the “Xxxx of Sale”). 5.6.3 Originals of the Lease or any occupancy agreements (with all amendments and modifications thereto) in Seller’s possession or control relating Counterpart signatures to the Property, together with Loan Assumption Documents in the Threshold Estoppel number required under Section 5.4.3 of this Agreement and by the SNDA required under Section 5.4.4 of this AgreementExisting Lender. 5.6.4 Originals of all Tenant Leases (and all amendments, if any). 5.6.5 All keys in Seller’s possession to all locks on the Property and all documents in the possession of Seller pertaining to the tenant of the Propertyeach tenant, including all applications, correspondence and credit reports relating to such tenantreports. 5.6.5 5.6.6 A non-foreign person affidavit sworn to by Seller as required by Section 1445 of the Code. 5.6.6 5.6.7 A Tenant Notice (as defined below) for each Tenant Lease. 5.6.8 Such evidence, documents, affidavits and 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 materialmen’s liens; (ii) parties in possession; (iii) the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Property; or and/or (iv) any other matter reasonably required to enable the Title Company to issue the Title Policy and endorsements thereto. 5.6.7 5.6.9 Originals of all Property Contracts assumed by Buyer and all other documents in the possession of Seller relating to the operation of the Property including all operating statements, permits, licenses, approvals, plans, specifications, guaranties and/or warranties, all third party reports, appraisals, environmental site assessments, property condition reports, property inspections and warrantiessurveys. 5.6.8 5.6.10 A duly executed closing statement Closing Statement (as defined below) reflecting the adjustments and prorations required by this Agreement (the “Closing Statement”)Agreement. 5.6.9 5.6.11 Such evidence or documents as may reasonably be required by Buyer evidencing the power and authority of the Seller and its respective partners constituent owners 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. 5.6.10 5.6.12 Such other instruments as may be reasonably required to consummate the transactions contemplated by this Agreement.