Common use of Seller’s Documents and Deliveries Clause in Contracts

Seller’s Documents and Deliveries. On the Closing Date, each Seller shall deliver or cause to be delivered to Purchaser the following: (i) copies of its Certificates of Incorporation or Certification of Formation, as applicable, including all amendments thereto, certified by the Secretary of State of its jurisdiction of incorporation or formation; (ii) certificates from the Secretary of State of its jurisdictions of incorporation, formation or existence, as applicable, to the effect that it is in good standing in such jurisdiction and listing all of its charter documents on file in such state, dated within thirty (30) days prior to the Closing Date (or such later date as may be reasonably acceptable to Purchaser and the Title Company if the Closing has been adjourned); (iii) a certificate from the Secretary of State or other appropriate official in each state in which such Seller is qualified to do business to the effect that such Seller is in good standing in such state; in each case, dated within thirty (30) days prior to the Closing Date (or such later date as may be reasonably acceptable to Purchaser and the Title Company if the Closing has been adjourned); (iv) incumbency certificates with respect to each of the persons signing this Agreement and any other document or certificate in connection herewith on behalf of such Seller and evidence reasonably satisfactory to Purchaser of such Seller's authority to execute and deliver this Agreement and the Closing Documents; (v) a duly executed and acknowledged deed (or local equivalent), in the form of Exhibit 18(a)(v), containing such additional items or modifications as are required under the laws of the applicable jurisdiction to render such instrument in form acceptable for recording, effective to convey fee simple interest in the Property owned by such Seller; (vi) a duly executed Bill of Sale in the form of Exhibit 18(a)(vi); (vii) originals of axx xetters of credit held by each Seller as security under the Leases, but only to the extent the same have not been applied in accordance with the Leases or returned to tenants (in each case to the extent permitted hereunder) and relate to tenants occupying space in such Seller's Property on the Closing Date pursuant to Leases then in effect (the "Transferred L/C Security Deposits") and, thereafter, such Seller shall reasonably cooperate with Purchaser after Closing to obtain the proper assignment of any such letter of credit following Closing, and at Purchaser's written direction after Closing, such Seller agrees to draw down on any such letter of credit in accordance with the provisions of the applicable Lease, provided, however, that Purchaser agrees to indemnify and save Sellers harmless from and against all claims, demands, causes of action, losses, costs (including without limitation, court costs and reasonable attorneys' fees), liabilities and damages with respect to an unauthorized draw on any such letter of credit; (viii) a duly executed certification as to such Seller's nonforeign status as prescribed in Section 22 in the form of Exhibit 22; (ix) its Representation Update; (x) keys to its Property; (xi) Asset-Related Property described in clause (vi) of Section 2(a) hereof; (xii) original counterparts of all Leases, Contracts (other than the Terminated Contracts), the Westbrook II Contract, licenses and permits, GMAC Loan Documexxx, xxx the Ground Lease to the extent in such Seller's or the Existing Manager's actual possession (or can be reasonably obtained by such Seller or the Existing Manager); (xiii) a standard seller's affidavit to the Title Company with respect to such Seller's Property in the form of Exhibit 18(a)(xiii); (xiv) a determination letter from the Illinois Department of Revenue ("IL Department") pursuant to Chapter 35, Section 5/902(d) of the Illinois Income Tax Act, 35 ILCS 5/101 and (the "IL Act"), with respect to each Seller owning any Property in the State of Illinois to the effect that such Seller has no assessed, but unpaid, amount of tax, penalties or interest due under the IL Act ("Clearance Letter"), or showing the amount claimed due by the IL Department in which case Purchaser is authorized to withhold from the Purchase Price the amount of tax, penalties and interest claimed by the IL Department to be assessed but unpaid in accordance with the IL Act, which amount shall be retained in escrow until receipt of a Clearance Letter with respect thereto; (xv) a Tax Compliance Certificate from the South Carolina Department of Revenue with respect to each Seller owning any Property in the State of South Carolina; (xvi) evidence reasonably satisfactory to Purchaser of L.L. Bean's waiver of the LL Bean ROFR with respect to the applicable transactions contemplated hereby; (xvii) possession and occupancy of its Property, subject only to the Permitted Encumbrances; and (xviii) such additional documents as shall be reasonably required to consummate the transactions contemplated by this Agreement.

Seller’s Documents and Deliveries. On the Closing Date, each Seller shall deliver or cause to be delivered to Purchaser the following: (i) copies A duly executed and acknowledged bargain and sale deed with covenant against grantor’s acts in the form of its Certificates of Incorporation or Certification of Formation, as applicable, including all amendments thereto, certified by the Secretary of State of its jurisdiction of incorporation or formationExhibit 2; (ii) certificates from the Secretary of State of its jurisdictions of incorporation, formation or existence, as applicable, to the effect that it is in good standing in such jurisdiction and listing all of its charter documents on file in such state, dated within thirty (30) days prior to the Closing Date (or such later date as may be reasonably acceptable to Purchaser and the Title Company if the Closing has been adjourned)[Reserved]; (iii) a certificate from Originals or, if unavailable, copies, of plans and specifications, technical manuals and similar materials for the Secretary of State or other appropriate official in each state in which such Seller is qualified to do business Building and the Lxx 00 Xxxxxxxx Xxxxxxxx to the effect that such Seller is extent same are in good standing in such state; in each case, dated within thirty (30) days prior to the Closing Date (or such later date as may be reasonably acceptable to Purchaser and the Title Company if the Closing has been adjourned)Seller's possession; (iv) incumbency certificates with respect to each of the persons signing this Agreement and any other document or certificate in connection herewith on behalf of such Seller and evidence reasonably satisfactory to Purchaser of such Seller's authority to execute and deliver this Agreement and the Closing Documents; (v) a duly executed and acknowledged deed (or local equivalent), in the form of Exhibit 18(a)(v), containing such additional items or modifications as are required under the laws of the applicable jurisdiction to render such instrument in form acceptable for recording, effective to convey fee simple interest in the Property owned by such Seller; (vi) a duly executed Bill of Sale in the form of Exhibit 18(a)(vi); (vii) originals of axx xetters of credit held by each Seller as security under the Leases, but only to the extent the same have not been applied in accordance with the Leases or returned to tenants (in each case to the extent permitted hereunder) and relate to tenants occupying space in such Seller's Property on the Closing Date pursuant to Leases then in effect (the "Transferred L/C Security Deposits") and, thereafter, such Seller shall reasonably cooperate with Purchaser after Closing to obtain the proper assignment of any such letter of credit following Closing, and at Purchaser's written direction after Closing, such Seller agrees to draw down on any such letter of credit in accordance with the provisions of the applicable Lease, provided, however, that Purchaser agrees to indemnify and save Sellers harmless from and against all claims, demands, causes of action, losses, costs (including without limitation, court costs and reasonable attorneys' fees), liabilities and damages with respect to an unauthorized draw on any such letter of credit; (viii) a A duly executed certification as to such Seller's nonforeign status as prescribed in Section 22 21, if appropriate, in the form of Exhibit 225; (v) Duly executed Waiver of Declaration, substantially in the form attached hereto as Exhibit 9 (the “Waiver”), which Waiver shall be executed and delivered, in a form for recording, by all Parties-In-Interest (as defined in the New York City Zoning Resolution) for Lot 58; (vi) Originals or, if unavailable, copies, of all Premises Documents; (vii) Originals or, if unavailable, copies, of all permits, licenses and approvals relating to the ownership, use or operation of the Premises (but expressly excluding any books and records relating to Seller’s or its Affiliates’ business operations on, at and from the Premises), to the extent in Seller's possession; (viii) Keys and combinations in Seller's possession relating to the operation of the Premises; and (ix) its Representation Update; (x) keys to its Property; (xi) Asset-Related Property described in clause (vi) of Section 2(a) hereof; (xii) original counterparts of all Leases, Contracts (other than the Terminated Contracts), the Westbrook II Contract, licenses and permits, GMAC Loan Documexxx, xxx the Ground Lease to the extent in such Seller's or the Existing Manager's actual possession (or can be reasonably obtained by such Seller or the Existing Manager); (xiii) a standard seller's affidavit to the Title Company with respect to such Seller's Property in the form of Exhibit 18(a)(xiii); (xiv) a determination letter from the Illinois Department of Revenue ("IL Department") pursuant to Chapter 35, Section 5/902(d) of the Illinois Income Tax Act, 35 ILCS 5/101 and (the "IL Act"), with respect to each Seller owning any Property in the State of Illinois to the effect that such Seller has no assessed, but unpaid, amount of tax, penalties or interest due under the IL Act ("Clearance Letter"), or showing the amount claimed due by the IL Department in which case Purchaser is authorized to withhold from the Purchase Price the amount of tax, penalties and interest claimed by the IL Department to be assessed but unpaid in accordance with the IL Act, which amount shall be retained in escrow until receipt of a Clearance Letter with respect thereto; (xv) a Tax Compliance Certificate from the South Carolina Department of Revenue with respect to each Seller owning any Property in the State of South Carolina; (xvi) evidence Evidence reasonably satisfactory to Purchaser of L.L. Bean's waiver that the Contracts which Seller is obligated to terminate have been terminated as of the LL Bean ROFR with respect to the applicable transactions contemplated hereby; (xvii) possession and occupancy of its Property, subject only to the Permitted Encumbrances; and (xviii) such additional documents as shall be reasonably required to consummate the transactions contemplated by this Agreement.Closing Date. - 27 –

Seller’s Documents and Deliveries. On the Closing Date, each if not previously delivered to, or not in the possession or control of Purchaser, Seller shall deliver or cause to be delivered to Purchaser and/or the Title Company (as applicable) the following: (i) copies of its Certificates of Incorporation or Certification of FormationA duly executed and acknowledged Bargain and Sale Deed Without Covenants Against Grantor’s Acts (the “Deed”), which shall be substantially in the form attached hereto as applicable, including all amendments thereto, certified by the Secretary of State of its jurisdiction of incorporation or formationExhibit 1; (ii) certificates from A duly executed Xxxx of Sale, which shall be substantially in the Secretary of State of its jurisdictions of incorporation, formation or existence, form attached hereto as applicable, to the effect that it is in good standing in such jurisdiction and listing all of its charter documents on file in such state, dated within thirty (30) days prior to the Closing Date (or such later date as may be reasonably acceptable to Purchaser and the Title Company if the Closing has been adjourned)Exhibit 2; (iii) a certificate from A duly executed certification as to Seller’s non- foreign status, if appropriate, which shall be substantially in the Secretary of State or other appropriate official in each state in which such Seller is qualified to do business to the effect that such Seller is in good standing in such state; in each case, dated within thirty (30) days prior to the Closing Date (or such later date form attached hereto as may be reasonably acceptable to Purchaser and the Title Company if the Closing has been adjourned)Exhibit 3; (iv) incumbency certificates with respect An owner’s affidavit (which need only be delivered to each of the persons signing this Agreement and any other document or certificate Title Company), which shall be substantially in connection herewith on behalf of such Seller and evidence reasonably satisfactory to Purchaser of such Seller's authority to execute and deliver this Agreement and the Closing Documentsform attached hereto as Exhibit 4; (v) a duly executed and acknowledged deed Originals (or local equivalent)if originals are unavailable, in the form of Exhibit 18(a)(v), containing such additional items or modifications as are required under the laws copies) of the applicable jurisdiction Leases and Contracts then in effect to render the extent in Seller’s possession, together with such instrument leasing and property files and records which are material in form acceptable for recordingconnection with the continued operation, effective to convey fee simple interest in leasing and maintenance of the Property owned by such Sellerand any keys to security deposit boxes; (vi) a duly executed Bill Originals or, if unavailable, copies, of Sale all warranties and guaranties which Seller is required to assign to Purchaser pursuant to and in accordance with the form terms of Exhibit 18(a)(vi)this Agreement, to the extent same are in Seller’s possession or control; (vii) originals Originals or, if unavailable, copies, of axx xetters all permits, licenses and approvals relating to the ownership, use or operation of the Premises, to the extent in Seller’s possession or control; (viii) Originals, or, if unavailable, copies, of plans and specifications, technical manuals and similar materials for the Building to the extent same are in Seller’s possession or control; (ix) The cash security deposits (together with interest accrued thereon less any permitted administrative fee) and letters of credit held by each Seller as security under the Leases, but only to the extent the same have not been applied in accordance with the Leases or returned to tenants (in each case to the extent permitted hereunder) and relate to tenants occupying space in such Seller's Property the Building on the Closing Date pursuant to Leases then in effect (the "Transferred L/C Security Deposits") and, thereafter, such Seller shall reasonably cooperate with Purchaser after Closing to obtain the proper assignment of any such letter of credit following Closing, and at Purchaser's written direction after Closing, such Seller agrees to draw down on any such letter of credit in accordance with the provisions of the applicable Lease, provided, however, that Purchaser agrees to indemnify and save Sellers harmless from and against all claims, demands, causes of action, losses, costs (including without limitation, court costs and reasonable attorneys' fees), liabilities and damages with respect to an unauthorized draw on any such letter of crediteffect; (viiix) a duly executed certification as Keys and combinations in Seller’s possession relating to such Seller's nonforeign status as prescribed in the operation of the Premises; (xi) Originals of the Estoppel Certificates, if any, obtained pursuant to Section 22 23; (xii) A form of letter to all tenants under the Leases and counterparties to Contracts to be delivered by Purchaser in the form of Exhibit 22; (ix) its Representation Update; (x) keys to its Property; (xi) Asset-Related Property described in clause (vi) of Section 2(a) hereof; (xii) original counterparts of all Leases, Contracts (other than the Terminated Contracts), the Westbrook II Contract, licenses and permits, GMAC Loan Documexxx, xxx the Ground Lease to the extent in such Seller's or the Existing Manager's actual possession (or can be reasonably obtained by such Seller or the Existing Manager)11; (xiii) a standard seller's affidavit to A copy of the Title Company with respect to such Seller's Property in termination agreement executed by Seller and Manager, which has the form effect of Exhibit 18(a)(xiii)terminating the Existing Management Agreement effective as of the Closing Date; (xiv) a determination letter from A. At the Illinois Department of Revenue ("IL Department") pursuant to Chapter 35Closing, Section 5/902(d) Purchaser shall deliver the sum of the Illinois Income Tax Act, 35 ILCS 5/101 and Maximum Liability Amount (the "IL Act"), with respect to each Seller owning any Property in the State of Illinois to the effect that such Seller has no assessed, but unpaid, which amount of tax, penalties or interest due under the IL Act ("Clearance Letter"), or showing the amount claimed due by the IL Department in which case Purchaser is authorized to withhold may be withheld from the Purchase Price at Closing) (the amount of tax“Holdback Escrow”), penalties and interest claimed by to the IL Department Escrow Agent to be assessed but unpaid in accordance with the IL Act, which amount shall be retained held in escrow until receipt of a Clearance Letter with respect thereto; (xv) a Tax Compliance Certificate from the South Carolina Department of Revenue with respect pursuant to each Seller owning any Property an Escrow Holdback Agreement substantially in the State of South Carolinaform attached hereto as Exhibit 9 (“Escrow Holdback Agreement”), to secure Seller’s obligations after Closing for a Claim; (xvi) evidence reasonably satisfactory to Purchaser of L.L. Bean's waiver of the LL Bean ROFR with respect to the applicable transactions contemplated hereby; (xvii) possession and occupancy of its Property, subject only to the Permitted Encumbrances; and (xviii) such additional documents as shall be reasonably required to consummate the transactions contemplated by this Agreement.

Seller’s Documents and Deliveries. On the Closing Date, each Seller Sellers shall deliver or cause to be delivered to Purchaser the following: (i) Originals or, if originals are unavailable, copies of its Certificates of Incorporation or Certification of Formationthe Franchise Agreements, as applicableLeases, including all amendments thereto, certified by Contracts and the Secretary of State of its jurisdiction of incorporation or formationGround Lease then in effect to the extent in Seller's possession; (ii) certificates Originals or, if originals are unavailable, copies, of plans and specifications, technical manuals and similar materials for the Building to the extent same are in any Seller's possession; (iii) A duly executed certification from Sellers as to each Seller's nonforeign status as prescribed in Section 21, in the Secretary form of State Exhibit 2; (iv) Assignments and assumptions of its jurisdictions membership interests (the "JV Assignments") executed by Sellers (i.e., there shall be a separate JV Assignment for each Transferred Entity) in the form of incorporationExhibit 3; (v) Copies of all books and records relating to the operation of the Properties and maintained by any Seller, formation Transferred Entity or existence, as applicableJV Entity, to the effect extent same are in any Seller's possession or control; (vi) Originals or, if originals are unavailable, copies, of all Permits and Licenses, to the extent same are in Seller's possession; (vii) such affidavits and other deliveries as are required by the Title Company; DOC ID - 21031260.28 (viii) documents that it is will satisfy all deliveries of any Seller or its affiliates listed in the requirements section of the title report; (ix) all other documents and items being conveyed, directly or indirectly, to Purchaser pursuant to this Agreement; (x) documents which shall effectuate the Mergers as provided in Section 2(a) above which are prepared by Purchaser and reasonably acceptable to Sellers; (xi) evidence of each Seller's, the JV Entities' and the Transferred Entities' (x) existence and good standing in such jurisdiction and listing all of its charter documents on file in such state(including, without limitation, good standing certificates dated within no earlier than thirty (30) days prior to the Closing Date Date) in their respective states of organization and any other state which any such Person does business; and (y) due authority to perform their respective obligations under this Agreement (and authority of the signatory to all documentation), in form and substance reasonably satisfactory to the Title Company (including, without limitation, consents, resolutions, incumbency certificates and copies of Organizational Documents of Sellers and such other Persons); (xii) Unconditional and irrevocable releases and resignations from all Persons designated by Sellers serving as officers, directors or such later date managers or holding any other positions in respect of the JV Entities and/or the Transferred Entities; (xiii) Such other documents and instruments as may be reasonably acceptable necessary to Purchaser consummate the transactions described herein; (xiv) The Guest Ledger and all Hotel Guest Data and Information; (xv) Updated Financials for quarter end dated March 31, 2014 and, to the Title Company if extent produced in the Closing has been adjournedordinary course of business and is reasonably obtainable and accessible to Sellers without material expense, for the last month's Financials that were prepared by or on behalf of Sellers, in similar form previously delivered by Sellers but not certified by an accountant (but which, to Seller's Actual Knowledge, shall be true and correct in all material respects); (iiixvi) a certificate from At the Secretary Closing, Sellers shall deliver an instrument (the "Representation Update") advising Purchaser in what respects, if any, any Seller's Representations are inaccurate as of State or other appropriate official in each state in which such Seller is qualified to do business to the effect that such Seller is in good standing in such state; in each case, dated within thirty (30) days prior to the Closing Date and, following the Closing, the applicable schedules to the Representations shall be deemed modified by the Representation Update. Seller shall be deemed to have delivered the items set forth in clauses (or such later date as may be reasonably acceptable to Purchaser i), (ii), (vi), and the Title Company (vii) above if the Closing has been adjourned); (iv) incumbency certificates with respect to each of the persons signing this Agreement and any other document or certificate in connection herewith on behalf of such Seller and evidence reasonably satisfactory to Purchaser of such Seller's authority to execute and deliver this Agreement and the Closing Documents; (v) a duly executed and acknowledged deed (or local equivalent), same are left in the form of Exhibit 18(a)(v), containing such additional items or modifications as are required under the laws management office of the applicable jurisdiction to render such instrument in form acceptable for recording, effective to convey fee simple interest in the Property owned by such Seller; (vi) a duly executed Bill of Sale in the form of Exhibit 18(a)(vi); (vii) originals of axx xetters of credit held by each Seller as security under the Leases, but only to the extent the same have not been applied in accordance with the Leases or returned to tenants (in each case to the extent permitted hereunder) and relate to tenants occupying space in such Seller's Property Properties on the Closing Date pursuant to Leases then Date; and (xvii) To the extent in effect the possession of Sellers, all limited liability company interest certificates representing ownership in the JV Entities (the "Transferred L/C Security DepositsInterest DOC ID - 21031260.28 Certificates") and, thereafter, such Seller shall reasonably cooperate with Purchaser after Closing to obtain the proper assignment of any such letter of credit following Closing, and at Purchaser's written direction after Closing, such Seller agrees to draw down on any such letter of credit in accordance with the provisions of the applicable Lease), provided, however, that if any of the Interest Certificates are being held by the lenders under the Existing Mezzanine Debt, Sellers shall direct such lenders to deliver to Purchaser agrees the applicable Interest Certificates or, if the applicable lender is unable to indemnify and save Sellers harmless from and against all claimsproduce such, demands, causes of action, losses, costs (including without limitation, court costs and reasonable attorneys' fees), liabilities and damages with respect to an unauthorized draw on any such letter of credit; (viii) a duly executed certification as to such Seller's nonforeign status as prescribed in Section 22 in the form of Exhibit 22; (ix) its Representation Update; (x) keys to its Property; (xi) Asset-Related Property described in clause (vi) of Section 2(a) hereof; (xii) original counterparts of all Leases, Contracts (other than the Terminated Contracts), the Westbrook II Contract, licenses and permits, GMAC Loan Documexxx, xxx the Ground Lease to the extent "lost certificate affidavit" in such Sellerlender's or the Existing Manager's actual possession (or can be reasonably obtained by such Seller or the Existing Manager); (xiii) a standard seller's affidavit to the Title Company with respect to such Seller's Property in the form of Exhibit 18(a)(xiii); (xiv) a determination letter from the Illinois Department of Revenue ("IL Department") pursuant to Chapter 35, Section 5/902(d) of the Illinois Income Tax Act, 35 ILCS 5/101 and (the "IL Act"), with respect to each Seller owning any Property in the State of Illinois to the effect that such Seller has no assessed, but unpaid, amount of tax, penalties or interest due under the IL Act ("Clearance Letter"), or showing the amount claimed due by the IL Department in which case Purchaser is authorized to withhold from the Purchase Price the amount of tax, penalties and interest claimed by the IL Department to be assessed but unpaid in accordance with the IL Act, which amount shall be retained in escrow until receipt of a Clearance Letter with respect thereto; (xv) a Tax Compliance Certificate from the South Carolina Department of Revenue with respect to each Seller owning any Property in the State of South Carolina; (xvi) evidence reasonably satisfactory to Purchaser of L.L. Bean's waiver of the LL Bean ROFR with respect to the applicable transactions contemplated hereby; (xvii) possession and occupancy of its Property, subject only to the Permitted Encumbrances; and (xviii) such additional documents as shall be reasonably required to consummate the transactions contemplated by this Agreementcustomary form.

Seller’s Documents and Deliveries. On the Closing Date, each Seller shall deliver or cause to be delivered to Purchaser the following: (i) copies a duly executed and acknowledged Bargain and Sale Deed Without Covenants Against Grantor’s Acts in the form of its Certificates of Incorporation or Certification of Formation, as applicable, including all amendments thereto, certified by the Secretary of State of its jurisdiction of incorporation or formationExhibit E; (ii) certificates from a duly executed Xxxx of Sale in the Secretary form of State of its jurisdictions of incorporation, formation or existence, as applicable, to the effect that it is in good standing in such jurisdiction and listing all of its charter documents on file in such state, dated within thirty (30) days prior to the Closing Date (or such later date as may be reasonably acceptable to Purchaser and the Title Company if the Closing has been adjourned)Exhibit F; (iii) a certificate from duly executed certification as to Seller’s nonforeign status as prescribed in Section 25 (FIRPTA Compliance), if appropriate, in the Secretary form of State or other appropriate official in each state in which such Seller is qualified to do business to the effect that such Seller is in good standing in such state; in each case, dated within thirty (30) days prior to the Closing Date (or such later date as may be reasonably acceptable to Purchaser and the Title Company if the Closing has been adjourned)Exhibit G; (iv) incumbency certificates with respect to each a duly executed Assignment and Assumption of Contracts in the form of Exhibit I, as well as copies of the persons signing this Agreement and any other document or certificate Contracts then in connection herewith on behalf of such Seller and evidence reasonably satisfactory effect, if any, to Purchaser of such the extent in Seller's authority to execute and deliver this Agreement and the Closing Documents’s possession; (v) a duly executed Assignment and acknowledged deed (or local equivalent), Assumption of Union Contract in the form of Exhibit 18(a)(v), containing such additional items or modifications as are required under the laws of the applicable jurisdiction to render such instrument in form acceptable for recording, effective to convey fee simple interest in the Property owned by such SellerD; (vi) a duly executed Bill copies of Sale plans and specifications, technical manuals and similar materials relating exclusively to the Premises to the extent same are in the form of Exhibit 18(a)(vi)Seller’s possession; (vii) originals or, if originals are unavailable, copies, of axx xetters all books and records relating to the operation of credit held the Premises and maintained by each Seller as security under the Leasesduring Seller’s ownership thereof, but only to the extent the same have not been applied are in accordance with the Leases or returned to tenants (in each case to the extent permitted hereunder) and relate to tenants occupying space in such Seller's Property on the Closing Date pursuant to Leases then in effect (the "Transferred L/C Security Deposits") and, thereafter, such Seller shall reasonably cooperate with Purchaser after Closing to obtain the proper assignment of any such letter of credit following Closing, and at Purchaser's written direction after Closing, such Seller agrees to draw down on any such letter of credit in accordance with the provisions of the applicable Lease, provided, however, that Purchaser agrees to indemnify and save Sellers harmless from and against all claims, demands, causes of action, losses, costs (including without limitation, court costs and reasonable attorneys' fees), liabilities and damages with respect to an unauthorized draw on any such letter of credit’s possession; (viii) a duly executed certification as originals or, if originals are unavailable, copies, of all transferable Permits, licenses and approvals, guarantees and warranties relating exclusively to such the ownership, use or operation of the Property, to the extent same are in Seller's nonforeign status as prescribed in Section 22 in the form of Exhibit 22’s possession; (ix) its Representation Updateall site plans, architectural renderings, plans and specifications, as-built plans, engineering plans and other similar plans or diagrams relating exclusively to the Property, to the extent same are in Seller’s possession; (x) keys and combinations in Seller’s possession relating to its Propertythe operation of the Premises; (xi) Asset-Related Property described complete copies of the Condominium Documents and all approvals obtained in clause (vi) of Section 2(a) hereof;connection therewith; and (xii) original counterparts A certificate of all Leases, Contracts (occupancy or other than the Terminated Contracts), the Westbrook II Contract, licenses and permits, GMAC Loan Documexxx, xxx the Ground Lease similar certificate for Unit 2 indicating that Unit 2 is a condominium unit subject to the extent in such Seller's or the Existing Manager's actual possession (or can be reasonably obtained by such Condominium. Seller or the Existing Manager); (xiii) a standard seller's affidavit to the Title Company with respect to such Seller's Property in the form of Exhibit 18(a)(xiii); (xiv) a determination letter from the Illinois Department of Revenue ("IL Department") pursuant to Chapter 35, Section 5/902(d) of the Illinois Income Tax Act, 35 ILCS 5/101 and (the "IL Act"), with respect to each Seller owning any Property in the State of Illinois to the effect that such Seller has no assessed, but unpaid, amount of tax, penalties or interest due under the IL Act ("Clearance Letter"), or showing the amount claimed due by the IL Department in which case Purchaser is authorized to withhold from the Purchase Price the amount of tax, penalties and interest claimed by the IL Department to be assessed but unpaid in accordance with the IL Act, which amount shall be retained deemed to have delivered the items set forth in escrow until receipt of a Clearance Letter with respect thereto; clauses (xvvi) a Tax Compliance Certificate from through (x) above if the South Carolina Department of Revenue with respect to each Seller owning any Property in same are left at the State of South Carolina; (xvi) evidence reasonably satisfactory to Purchaser of L.L. Bean's waiver of Building on the LL Bean ROFR with respect to the applicable transactions contemplated hereby; (xvii) possession and occupancy of its Property, subject only to the Permitted Encumbrances; and (xviii) such additional documents as shall be reasonably required to consummate the transactions contemplated by this AgreementClosing Date.

Seller’s Documents and Deliveries. On the Closing Date, each Seller shall deliver or cause to be delivered to Purchaser the following: (i) copies A duly executed and acknowledged Bargain and Sale Deed Without Covenants Against Grantor’s Acts in the form of its Certificates of Incorporation or Certification of Formation, as applicable, including all amendments thereto, certified by the Secretary of State of its jurisdiction of incorporation or formationExhibit 2; (ii) certificates from the Secretary of State of its jurisdictions of incorporation, formation or existence, as applicable, to the effect that it is in good standing in such jurisdiction and listing all of its charter documents on file in such state, dated within thirty (30) days prior to the Closing Date (or such later date as may be reasonably acceptable to Purchaser and the Title Company if the Closing has been adjourned); (iii) a certificate from the Secretary of State or other appropriate official in each state in which such Seller is qualified to do business to the effect that such Seller is in good standing in such state; in each case, dated within thirty (30) days prior to the Closing Date (or such later date as may be reasonably acceptable to Purchaser and the Title Company if the Closing has been adjourned); (iv) incumbency certificates with respect to each of the persons signing this Agreement and any other document or certificate in connection herewith on behalf of such Seller and evidence reasonably satisfactory to Purchaser of such Seller's authority to execute and deliver this Agreement and the Closing Documents; (v) a A duly executed and acknowledged deed (or local equivalent), in the form of Exhibit 18(a)(v), containing such additional items or modifications as are required under the laws of the applicable jurisdiction to render such instrument in form acceptable for recording, effective to convey fee simple interest in the Property owned by such Seller; (vi) a duly executed Bill Xxxx of Sale in the form of Exhibit 18(a)(vi)3; (viiiii) Originals or, if originals are unavailable, copies, of axx xetters of credit held by each Seller as security under plans and specifications, technical manuals and similar materials for the Leases, but only Building to the extent the same have not been applied are in accordance with the Leases or returned to tenants (in each case to the extent permitted hereunder) and relate to tenants occupying space in such Seller's Property on the Closing Date pursuant to Leases then in effect (the "Transferred L/C Security Deposits") and, thereafter, such Seller shall reasonably cooperate with Purchaser after Closing to obtain the proper assignment of any such letter of credit following Closing, and at Purchaser's written direction after Closing, such Seller agrees to draw down on any such letter of credit in accordance with the provisions of the applicable Lease, provided, however, that Purchaser agrees to indemnify and save Sellers harmless from and against all claims, demands, causes of action, losses, costs (including without limitation, court costs and reasonable attorneys' fees), liabilities and damages with respect to an unauthorized draw on any such letter of credit’s possession; (viiiiv) a A duly executed certification as to such Seller's ’s nonforeign status as prescribed in Section 22 21, in the form of Exhibit 224; (v) Originals or, if originals are unavailable, copies, of all books and records relating to the operation of the Premises and maintained by Seller during Seller’s ownership thereof, to the extent same are in Seller’s possession. (vi) Originals or, if originals are unavailable, copies, of all permits, licenses and approvals relating to the ownership, use or operation of the Premises, to the extent same are in Seller’s possession; (vii) Keys and combinations in Seller’s possession relating to the operation of the Premises; (viii) Seller shall deliver to the Title Company a title affidavit substantially in the form attached hereto as Exhibit 7 (“Seller’s Title Affidavit”); (ix) its Representation Update; (x) keys to its Property; (xi) Asset-Related Property described in clause (vi) of Section 2(a) hereof; (xii) original counterparts of all Leases, Contracts (other than the Terminated Contracts), the Westbrook II Contract, licenses and permits, GMAC Loan Documexxx, xxx the Ground Lease to the extent in such Seller's or the Existing Manager's actual possession (or can As may be reasonably obtained requested by such the Title Company, Seller or the Existing Manager); (xiii) a standard seller's affidavit shall deliver to the Title Company with respect to such copies of Seller's Property in the form ’s partnership agreement and partnership certificate and, if required by law or its partnership agreement, copies of Exhibit 18(a)(xiii); (xiv) a determination letter from the Illinois Department of Revenue ("IL Department") pursuant to Chapter 35, Section 5/902(d) partnership resolutions and/or consents of the Illinois Income Tax Actconstituent partners of Seller authorizing the execution, 35 ILCS 5/101 delivery and (performance of this Agreement and the "IL Act"), with respect to each Seller owning any Property in the State consummation of Illinois to the effect that such Seller has no assessed, but unpaid, amount of tax, penalties or interest due under the IL Act ("Clearance Letter"), or showing the amount claimed due by the IL Department in which case Purchaser is authorized to withhold from the Purchase Price the amount of tax, penalties and interest claimed by the IL Department to be assessed but unpaid in accordance with the IL Act, which amount shall be retained in escrow until receipt of a Clearance Letter with respect thereto; (xv) a Tax Compliance Certificate from the South Carolina Department of Revenue with respect to each Seller owning any Property in the State of South Carolina; (xvi) evidence reasonably satisfactory to Purchaser of L.L. Bean's waiver of the LL Bean ROFR with respect to the applicable transactions contemplated hereby; (xvii) possession and occupancy of its Property, subject only to the Permitted Encumbrances; and (xviii) such additional documents as shall be reasonably required to consummate the transactions contemplated by this Agreement, all certified as true and correct by a general partner of Seller; and (x) All documents and instruments as are required to be delivered and executed, and/or caused to be delivered, and executed, by Seller pursuant to the provisions of Section 17(c). Seller shall be deemed to have delivered the items set forth in clauses (iii), (v) and (vii) above if the same are delivered to Tenant or are otherwise in the possession of Tenant as of the Closing Date.

Seller’s Documents and Deliveries. On the Closing Date, each Seller shall deliver or cause to be delivered to Purchaser the following: (i) copies Evidence that any common charges and assessments then due and payable by Seller with respect to the Unit have been paid by or on behalf of its Certificates Seller, it being agreed that such a statement from the property manager of Incorporation or Certification of Formation, as applicable, including all amendments thereto, certified by the Secretary of State of its jurisdiction of incorporation or formationCondominium shall satisfy this delivery; (ii) certificates from the Secretary of State of its jurisdictions of incorporation, formation or existence, as applicable, to the effect that it is in good standing in such jurisdiction and listing all of its charter documents on file in such state, dated within thirty (30) days prior to the Closing Date (or such later date as may be reasonably acceptable to Purchaser and the Title Company if the Closing has been adjourned); (iii) a certificate from the Secretary of State or other appropriate official in each state in which such Seller is qualified to do business to the effect that such Seller is in good standing in such state; in each case, dated within thirty (30) days prior to the Closing Date (or such later date as may be reasonably acceptable to Purchaser and the Title Company if the Closing has been adjourned); (iv) incumbency certificates with respect to each of the persons signing this Agreement and any other document or certificate in connection herewith on behalf of such Seller and evidence reasonably satisfactory to Purchaser of such Seller's authority to execute and deliver this Agreement and the Closing Documents; (v) a duly executed and acknowledged deed (or local equivalent), in the form of Exhibit 18(a)(v), containing such additional items or modifications as are required under the laws of the applicable jurisdiction to render such instrument in form acceptable for recording, effective to convey fee simple interest in the Property owned by such Seller; (vi) a duly executed Bill Xxxx of Sale in the form of Exhibit 18(a)(vi)B; (vii) originals of axx xetters of credit held by each Seller as security under the Leases, but only to the extent the same have not been applied in accordance with the Leases or returned to tenants (in each case to the extent permitted hereunder) and relate to tenants occupying space in such Seller's Property on the Closing Date pursuant to Leases then in effect (the "Transferred L/C Security Deposits") and, thereafter, such Seller shall reasonably cooperate with Purchaser after Closing to obtain the proper assignment of any such letter of credit following Closing, and at Purchaser's written direction after Closing, such Seller agrees to draw down on any such letter of credit in accordance with the provisions of the applicable Lease, provided, however, that Purchaser agrees to indemnify and save Sellers harmless from and against all claims, demands, causes of action, losses, costs (including without limitation, court costs and reasonable attorneys' fees), liabilities and damages with respect to an unauthorized draw on any such letter of credit; (viiiiii) a duly executed certification as to such Seller's ’s nonforeign status as prescribed in Section 22 25 (FIRPTA Compliance), if appropriate, in the form of Exhibit 22C; (iv) [Intentionally Omitted]; (v) [Intentionally Omitted]; (vi) copies of plans and specifications, technical manuals and similar materials relating exclusively to the Unit to the extent same are in Seller’s possession; (vii) originals or, if originals are unavailable, copies, of all books and records relating to the operation of the Unit and maintained by Seller during Seller’s ownership thereof, to the extent same are in Seller’s possession, excluding, however any Protected Information; (viii) originals or, if originals are unavailable, copies, of all transferable Permits, licenses and approvals, guarantees and warranties relating exclusively to the ownership, use or operation of the Property, to the extent same are in Seller’s possession; (ix) its Representation Updateall site plans, architectural renderings, plans and specifications, as-built plans, engineering plans and other similar plans or diagrams relating exclusively to the Property, to the extent same are in Seller’s possession; (x) keys and combinations in Seller’s possession relating to its Propertythe operation of the Unit; (xi) Asset-Related Property described in clause (vi) of Section 2(a) hereof;[Intentionally Omitted]; and (xii) original counterparts of all Leases, Contracts (other than the Terminated Contracts), the Westbrook II Contract, licenses and permits, GMAC Loan Documexxx, xxx the Ground Lease to the extent in such Seller's or the Existing Manager's actual possession (or can be reasonably obtained by such [Intentionally Omitted]. Seller or the Existing Manager); (xiii) a standard seller's affidavit to the Title Company with respect to such Seller's Property in the form of Exhibit 18(a)(xiii); (xiv) a determination letter from the Illinois Department of Revenue ("IL Department") pursuant to Chapter 35, Section 5/902(d) of the Illinois Income Tax Act, 35 ILCS 5/101 and (the "IL Act"), with respect to each Seller owning any Property in the State of Illinois to the effect that such Seller has no assessed, but unpaid, amount of tax, penalties or interest due under the IL Act ("Clearance Letter"), or showing the amount claimed due by the IL Department in which case Purchaser is authorized to withhold from the Purchase Price the amount of tax, penalties and interest claimed by the IL Department to be assessed but unpaid in accordance with the IL Act, which amount shall be retained deemed to have delivered the items set forth in escrow until receipt of a Clearance Letter with respect thereto; clauses (xvvi) a Tax Compliance Certificate from through (x) above if the South Carolina Department of Revenue with respect to each Seller owning any Property in same are left at the State of South Carolina; (xvi) evidence reasonably satisfactory to Purchaser of L.L. Bean's waiver of Unit on the LL Bean ROFR with respect to the applicable transactions contemplated hereby; (xvii) possession and occupancy of its Property, subject only to the Permitted Encumbrances; and (xviii) such additional documents as shall be reasonably required to consummate the transactions contemplated by this AgreementClosing Date.

Seller’s Documents and Deliveries. On Except as set forth below, at least one (1) day prior to the Closing Date, each Seller shall deliver or cause to be delivered to Purchaser Escrow Agent the following: (i) copies A duly executed and acknowledged Grant Deed for the Premises in the form of its Certificates Exhibit 2 and a separate statement of Incorporation or Certification of Formation, as applicable, including all amendments thereto, certified by the Secretary of State of its jurisdiction of incorporation or formationdocumentary transfer tax; (ii) certificates from the Secretary of State of its jurisdictions of incorporation, formation or existence, as applicable, to the effect that it is in good standing in such jurisdiction and listing all of its charter documents on file in such state, dated within thirty (30) days prior to the Closing Date (or such later date as may be reasonably acceptable to Purchaser and the Title Company if the Closing has been adjourned); (iii) a certificate from the Secretary of State or other appropriate official in each state in which such Seller is qualified to do business to the effect that such Seller is in good standing in such state; in each case, dated within thirty (30) days prior to the Closing Date (or such later date as may be reasonably acceptable to Purchaser and the Title Company if the Closing has been adjourned); (iv) incumbency certificates with respect to each of the persons signing this Agreement and any other document or certificate in connection herewith on behalf of such Seller and evidence reasonably satisfactory to Purchaser of such Seller's authority to execute and deliver this Agreement and the Closing Documents; (v) a A duly executed and acknowledged deed (or local equivalent), in the form of Exhibit 18(a)(v), containing such additional items or modifications as are required under the laws of the applicable jurisdiction to render such instrument in form acceptable for recording, effective to convey fee simple interest in the Property owned by such Seller; (vi) a duly executed Bill Xxxx of Sale in the form of Exhibit 18(a)(vi)3; (iii) Originals or, if originals are unavailable, copies of the Leases and Contracts then in effect to the extent in Seller's possession; (iv) Letters to all Tenants under the Leases in the form of Exhibit 4; (v) Originals or, if originals are unavailable, copies of plans and specifications, technical manuals and similar materials for the Buildings, to the extent the same are in Seller's possession; (vi) Duly executed certification as prescribed in Section 21 in the form of Exhibit 5 and a California Form 593C; (vii) Originals or, if originals are unavailable, copies of axx xetters all books and records relating to the operation of credit held the Premises and maintained by each Seller as security under during Seller's ownership thereof (excluding the LeasesExcluded Materials), but only to the extent the same have not been applied are in accordance with the Leases or returned to tenants (in each case to the extent permitted hereunder) and relate to tenants occupying space in such Seller's Property on the Closing Date pursuant to Leases then in effect (the "Transferred L/C Security Deposits") and, thereafter, such Seller shall reasonably cooperate with Purchaser after Closing to obtain the proper assignment of any such letter of credit following Closing, and at Purchaser's written direction after Closing, such Seller agrees to draw down on any such letter of credit in accordance with the provisions of the applicable Lease, provided, however, that Purchaser agrees to indemnify and save Sellers harmless from and against all claims, demands, causes of action, losses, costs (including without limitation, court costs and reasonable attorneys' fees), liabilities and damages with respect to an unauthorized draw on any such letter of creditpossession; (viii) a Originals or, if originals are unavailable, copies of all permits, licenses and approvals relating to the ownership, use or operation of the Premises, to the extent same are in Seller's possession; (ix) Keys and combinations in Seller's possession relating to the operation of the Premises; and (x) A duly executed certification as to such Seller's nonforeign status as prescribed in Section 22 and acknowledged Covenant Regarding Floor Area, Trips and Non-Interference in the form of Exhibit 22; 8 (the "Entitlements Covenant"), which shall be recorded prior to the recording of the Deed (it being acknowledged by Purchaser that the Entitlements Covenant may be recorded by Seller at any time on or before the Closing). Notwithstanding the foregoing, Seller may deliver the items referenced in Sections 17(a)(iii), (v), (vii), (viii) and (ix) its Representation Update; (x) keys to its Property; (xi) Asset-Related Property described in clause (vi) of Section 2(a) hereof; (xii) original counterparts of all Leases, Contracts (other than the Terminated Contracts), the Westbrook II Contract, licenses and permits, GMAC Loan Documexxx, xxx the Ground Lease to the extent in such Seller's or the Existing Manager's actual possession (or can be reasonably obtained by such Seller or the Existing Manager); (xiii) a standard seller's affidavit to the Title Company with respect to such Seller's Property in the form of Exhibit 18(a)(xiii); (xiv) a determination letter from the Illinois Department of Revenue ("IL Department") pursuant to Chapter 35, Section 5/902(d) of the Illinois Income Tax Act, 35 ILCS 5/101 and (the "IL Act"), with respect to each Seller owning any Property in the State of Illinois to the effect that such Seller has no assessed, but unpaid, amount of tax, penalties or interest due under the IL Act ("Clearance Letter"), or showing the amount claimed due by the IL Department in which case Purchaser is authorized to withhold from the Purchase Price the amount of tax, penalties and interest claimed by the IL Department to be assessed but unpaid in accordance directly concurrent with the IL Act, which amount shall be retained in escrow until receipt of a Clearance Letter with respect thereto; (xv) a Tax Compliance Certificate from the South Carolina Department of Revenue with respect to each Seller owning any Property in the State of South Carolina; (xvi) evidence reasonably satisfactory to Purchaser of L.L. Bean's waiver of the LL Bean ROFR with respect to the applicable transactions contemplated hereby; (xvii) possession and occupancy of its Property, subject only to the Permitted Encumbrances; and (xviii) such additional documents as shall be reasonably required to consummate the transactions contemplated by this AgreementClosing.

Seller’s Documents and Deliveries. On the Closing DateDate with respect to each Individual Premises, each Seller shall deliver or cause to be delivered to Purchaser the following: (i) copies of its Certificates of Incorporation or Certification of Formation, as applicable, including all amendments thereto, certified by the Secretary of State of its jurisdiction of incorporation or formation; (ii) certificates from the Secretary of State of its jurisdictions of incorporation, formation or existence, as applicable, to the effect that it is in good standing in such jurisdiction and listing all of its charter documents on file in such state, dated within thirty (30) days prior to the Closing Date (or such later date as may be reasonably acceptable to Purchaser and the Title Company if the Closing has been adjourned); (iii) a certificate from the Secretary of State or other appropriate official in each state in which such Seller is qualified to do business to the effect that such Seller is in good standing in such state; in each case, dated within thirty (30) days prior to the Closing Date (or such later date as may be reasonably acceptable to Purchaser and the Title Company if the Closing has been adjourned); (iv) incumbency certificates with respect to each of the persons signing this Agreement and any other document or certificate in connection herewith on behalf of such Seller and evidence reasonably satisfactory to Purchaser of such Seller's authority to execute and deliver this Agreement and the Closing Documents; (v) a A duly executed and acknowledged deed (or local equivalent), Bargain and Sale Deed Without Covenants Against Grantor’s Acts in the form of Exhibit 18(a)(v), containing A for such additional items or modifications as are required under the laws of the applicable jurisdiction to render such instrument in form acceptable for recording, effective to convey fee simple interest in the Property owned by such Seller;Individual Premises. (viii) a A duly executed Bill Xxxx of Sale in the form of Exhibit 18(a)(vi);B for such Individual Premises. (iii) Originals or, if originals are unavailable, copies, of the applicable Leases and Contracts then in effect to the extent in Seller’s possession or under Seller’s control. (iv) In the case of the Closing for the 540 Madison Premises, an original or, if an original is not available, a copy of the 540 Madison Ground Lease. (v) Letters to all tenants under the Leases at such Individual Premises to be delivered by Purchaser or the applicable Subsidiary Owner in the form of Exhibit C. (vi) Originals or, if originals are unavailable, copies, of plans and specifications, technical manuals and similar materials for such Individual Building to the extent same are in Seller’s possession or under Seller’s control. (vii) originals A duly executed certification as to the non-foreign status of axx xetters Seller as prescribed in Section 21 in the form of Exhibit D. (viii) The cash security deposits (together with interest accrued thereon less any permitted administrative fee) and, subject to the provisions of Section 10(b), letters of credit held by each Seller as security under the LeasesLeases at such Individual Premises, but only to the extent the same have not been applied in accordance with the Leases and this Agreement or returned to tenants (in each case to the extent as permitted hereunder) by this Agreement and relate to tenants occupying space in such Seller's Property Individual Building on the such Closing Date pursuant to Leases then in effect (the "“Transferred L/C Security Deposits") and, thereafter, such Seller shall reasonably cooperate with Purchaser after Closing to obtain the proper assignment of any such letter of credit following Closing, and at Purchaser's written direction after Closing, such Seller agrees to draw down on any such letter of credit in accordance with the provisions of the applicable Lease, provided, however, that Purchaser agrees to indemnify and save Sellers harmless from and against all claims, demands, causes of action, losses, costs (including without limitation, court costs and reasonable attorneys' fees”), liabilities and damages with respect to an unauthorized draw on any such letter of credit; (viii) a duly executed certification as to such Seller's nonforeign status as prescribed in Section 22 in the form of Exhibit 22;. (ix) its Representation Update;Originals or, if originals are unavailable, copies, of all books, records and tenant correspondence relating to the operation of such Individual Premises and maintained by Seller or Seller’s predecessor during Seller’s ownership thereof or Seller’s predecessor’s ownership thereof, in each case to the extent same are in Seller’s possession or under Seller’s control. (x) keys Originals or, if originals are unavailable, copies, of all permits, licenses and approvals relating to its Property;the ownership, use or operation of such Individual Premises, to the extent same are in Seller’s possession or under Seller’s control. (xi) Asset-Related Property described Keys and combinations in clause (vi) Seller’s possession relating to the operation of Section 2(a) hereof;such Individual Premises. (xii) original counterparts Originals of all Leases, Contracts (other than the Terminated Contracts), the Westbrook II Contract, licenses and permits, GMAC Loan Documexxx, xxx the Ground Lease Tenant Estoppel Certificates for such Individual Premises obtained pursuant to the extent in such Seller's or the Existing Manager's actual possession (or can be reasonably obtained by such Seller or the Existing Manager);Section 36 below. (xiii) a standard seller's affidavit All documents and instruments as are required to be executed and delivered, and/or caused to be delivered, by Seller pursuant to the provisions of Section 38 below with respect to the Existing Loans encumbering or otherwise relating to such Individual Premises. (xiv) Copies of Seller’s good standing certificate and other evidence of Seller’s authority delivered to the Title Company with respect to such Seller's Property in the form of Exhibit 18(a)(xiii); (xivit being agreed that (A) a determination letter from the Illinois Department of Revenue ("IL Department") pursuant to Chapter 35, Section 5/902(d) of the Illinois Income Tax Act, 35 ILCS 5/101 and (the "IL Act"), with respect to each Seller owning any Property in the State of Illinois shall deliver to the effect that such Seller has no assessed, but unpaid, amount Title Company a copy of tax, penalties or interest due under the IL Act ("Clearance Letter"), or showing the amount claimed due by the IL Department in which case Purchaser is authorized to withhold from the Purchase Price the amount Seller’s good standing certificate and other evidence of tax, penalties and interest claimed by the IL Department to be assessed but unpaid in accordance with the IL Act, which amount shall be retained in escrow until receipt of a Clearance Letter with respect thereto; (xv) a Tax Compliance Certificate from the South Carolina Department of Revenue with respect to each Seller owning any Property in the State of South Carolina; (xvi) evidence reasonably satisfactory to Purchaser of L.L. Bean's waiver of the LL Bean ROFR with respect to the applicable transactions contemplated hereby; (xvii) possession and occupancy of its Property, subject only to the Permitted Encumbrances; and (xviii) such additional documents as shall be reasonably required Seller’s authority to consummate the transactions contemplated by in this AgreementAgreement as the Title Company may reasonably require in order to issue the title insurance policies contemplated under Section 6(a)(i) above and (B) Purchaser shall have no right to contest the nature or content of such evidence). (xv) A certificate of Seller stating the extent to which the Representations of Seller as set forth herein relating to such Individual Premises are true as of such Closing Date (such certificate being referred to herein as the “Seller Update Certificate”) (it being understood that Seller shall restate the Representation that is set forth in Section 11(c)(v) hereof with respect to such Individual Premises using arrearages schedules that are dated no earlier than five (5) business days before the Closing Date). (xvi) A title affidavit in respect of such Individual Premises from Seller or another person with a reasonable degree of knowledge of such Individual Premises in the form attached as Exhibit E. Seller shall be deemed to have delivered the items set forth in clauses (iii), (iv), (v), (vi), (ix), (x) and (xi) above to the extent the same are left in the management office of each Individual Building or the offices of Macklowe Properties on the Closing Date.

Seller’s Documents and Deliveries. On the Closing Date, each Seller shall deliver or cause to be delivered to Purchaser the following: (i) copies A duly executed and acknowledged bargain and sale deed without covenants against grantor’s acts in the form of its Certificates of Incorporation or Certification of Formation, as applicable, including all amendments thereto, certified by the Secretary of State of its jurisdiction of incorporation or formationExhibit 1 attached hereto; (ii) certificates from the Secretary of State of its jurisdictions of incorporation, formation or existence, as applicable, to the effect that it is in good standing in such jurisdiction and listing all of its charter documents on file in such state, dated within thirty (30) days prior to the Closing Date (or such later date as may be reasonably acceptable to Purchaser and the Title Company if the Closing has been adjourned); (iii) a certificate from the Secretary of State or other appropriate official in each state in which such Seller is qualified to do business to the effect that such Seller is in good standing in such state; in each case, dated within thirty (30) days prior to the Closing Date (or such later date as may be reasonably acceptable to Purchaser and the Title Company if the Closing has been adjourned); (iv) incumbency certificates with respect to each of the persons signing this Agreement and any other document or certificate in connection herewith on behalf of such Seller and evidence reasonably satisfactory to Purchaser of such Seller's authority to execute and deliver this Agreement and the Closing Documents; (v) a A duly executed and acknowledged deed (or local equivalent), in the form of Exhibit 18(a)(v), containing such additional items or modifications as are required under the laws of the applicable jurisdiction to render such instrument in form acceptable for recording, effective to convey fee simple interest in the Property owned by such Seller; (vi) a duly executed Bill Bxxx of Sale in the form of Exhibit 18(a)(vi)2 attached hereto; (iii) Originals or, if unavailable, copies, of plans and specifications, technical manuals and similar materials for the Building or any portion thereof, including, without limitation, all Building systems to the extent same are in Seller’s possession or control; (iv) A duly executed certification as to Seller’s non-foreign status in accordance with Section 1445 of the Code, if appropriate, in the form of Exhibit 3 attached hereto; (v) Resolutions of Seller’s board of directors or the written consent of Seller’s members, as applicable, in a form reasonably satisfactory to the Title Company, authorizing the transaction contemplated herein and the execution and delivery of the documents required to be executed and delivered by Seller hereunder; (vi) Seller shall execute an affidavit in lieu of registration as required by Chapter 664 of the Laws of 1978, in the form of Exhibit 4 attached hereto and made a part hereof; (vii) originals Seller shall execute, acknowledge and deliver to the Title Company a title affidavit in the form attached hereto as Exhibit 5 and made a part hereof; (viii) Originals or, if unavailable, copies, of axx xetters all Books and Records relating to the ownership and operation of credit held the Premises and maintained by each Seller as security under the Leases, but only during Seller’s ownership thereof to the extent the same have not been applied are in accordance with the Leases or returned to tenants (in each case to the extent permitted hereunder) and relate to tenants occupying space in such Seller's Property on the Closing Date pursuant to Leases then in effect (the "Transferred L/C Security Deposits") and, thereafter, such Seller shall reasonably cooperate with Purchaser after Closing to obtain the proper assignment of any such letter of credit following Closing, and at Purchaser's written direction after Closing, such Seller agrees to draw down on any such letter of credit in accordance with the provisions of the applicable Lease, provided, however, that Purchaser agrees to indemnify and save Sellers harmless from and against all claims, demands, causes of action, losses, costs (including without limitation, court costs and reasonable attorneys' fees), liabilities and damages with respect to an unauthorized draw on any such letter of credit; (viii) a duly executed certification as to such Seller's nonforeign status as prescribed in Section 22 in the form of Exhibit 22’s possession; (ix) its Representation Update;Originals or, if unavailable, copies, of all Plans, Permits and Licenses and approvals relating to the ownership, use or operation of the Premises, to the extent in Seller’s possession; and (x) keys Keys and combinations in Seller’s possession relating to its Property;the operation of the Premises; and (xi) Asset-Related Property described An instrument (the “Representation Update”) confirming that the Surviving Representations remain true and correct in clause all material respects on and as of the Closing Date of advising Purchaser in what respects Seller’s Representations are inaccurate as of the Closing Date. Seller shall be deemed to have delivered the items set forth in clauses (vi) of Section 2(a) hereof; (xii) original counterparts of all Leases, Contracts (other than the Terminated Contractsii), (vii) and (viii) above if the Westbrook II Contract, licenses and permits, GMAC Loan Documexxx, xxx the Ground Lease to the extent in such Seller's or the Existing Manager's actual possession (or can be reasonably obtained by such Seller or the Existing Manager); (xiii) a standard seller's affidavit to the Title Company with respect to such Seller's Property same are left in the form of Exhibit 18(a)(xiii); (xiv) a determination letter from management office at the Illinois Department of Revenue ("IL Department") pursuant to Chapter 35, Section 5/902(d) of Premises on the Illinois Income Tax Act, 35 ILCS 5/101 and (the "IL Act"), with respect to each Seller owning any Property in the State of Illinois to the effect that such Seller has no assessed, but unpaid, amount of tax, penalties or interest due under the IL Act ("Clearance Letter"), or showing the amount claimed due by the IL Department in which case Purchaser is authorized to withhold from the Purchase Price the amount of tax, penalties and interest claimed by the IL Department to be assessed but unpaid in accordance with the IL Act, which amount shall be retained in escrow until receipt of a Clearance Letter with respect thereto; (xv) a Tax Compliance Certificate from the South Carolina Department of Revenue with respect to each Seller owning any Property in the State of South Carolina; (xvi) evidence reasonably satisfactory to Purchaser of L.L. Bean's waiver of the LL Bean ROFR with respect to the applicable transactions contemplated hereby; (xvii) possession and occupancy of its Property, subject only to the Permitted Encumbrances; and (xviii) such additional documents as shall be reasonably required to consummate the transactions contemplated by this AgreementClosing Date.

Seller’s Documents and Deliveries. On the Closing Date, each if not previously delivered to, or not in the possession or control of Purchaser, Seller shall deliver or cause to be delivered to Purchaser and/or the Title Company (as applicable) the following: (i) copies of its Certificates of Incorporation or Certification of FormationA duly executed Special Warranty (the “Deed”) without covenants, substantially in the form attached hereto as applicable, including all amendments thereto, certified by the Secretary of State of its jurisdiction of incorporation or formationExhibit 4; (ii) certificates from A duly executed Xxxx of Sale in the Secretary of State of its jurisdictions of incorporation, formation or existence, form attached hereto as applicable, Exhibit 5 conveying the Personalty to the effect that it is in good standing in such jurisdiction and listing all of its charter documents on file in such state, dated within thirty (30) days prior to the Closing Date (or such later date as may be reasonably acceptable to Purchaser and the Title Company if the Closing has been adjourned)Purchaser; (iii) a certificate from A duly executed certification as to Seller’s non-foreign status, if appropriate, in the Secretary of State or other appropriate official in each state in which such Seller is qualified to do business to the effect that such Seller is in good standing in such state; in each case, dated within thirty (30) days prior to the Closing Date (or such later date form attached hereto as may be reasonably acceptable to Purchaser and the Title Company if the Closing has been adjourned)Exhibit 3; (iv) incumbency certificates with respect A letter to each of the persons signing this Agreement and any other document or certificate tenants under the Leases in connection herewith on behalf of such Seller and evidence reasonably satisfactory to Purchaser of such Seller's authority to execute and deliver this Agreement and the Closing Documentsform attached hereto as Exhibit 6; (v) a duly The executed and acknowledged deed (or local equivalent), Tenant Estoppels and/or Seller Estoppels required in the form of Exhibit 18(a)(v), containing such additional items or modifications as are required under the laws of the applicable jurisdiction to render such instrument in form acceptable for recording, effective to convey fee simple interest in the Property owned by such Selleraccordance with Section 11(a)(i) above; (vi) a duly executed Bill of Sale An owner’s affidavit (which need only be delivered to the Title Company) in the form of attached hereto as Exhibit 18(a)(vi)7; (vii) originals Originals or, if unavailable, copies, of axx xetters the Leases and Contracts then in effect to the extent in Seller’s possession; (viii) Originals or, if unavailable, copies, of credit the specifications, technical manuals and similar materials for the Premises to the extent same are in Seller’s, its management company’s, its engineer’s or its architect’s possession; (ix) Originals or, if unavailable, copies, of all permits (including all applicable building permits), licenses and approvals relating to the ownership, use or operation of the Premises, to the extent in Seller’s possession; (x) Keys and combinations in Seller’s possession relating to the operation of the Premises; and (xi) The cash security deposits and letters of credit, if any, held by each Seller as security under the LeasesLeases to the extent provided for in, and pursuant to, Section 10(d), but only to the extent the same have not been applied in accordance with the Leases or returned to tenants (in each case to the extent permitted hereunder) and relate to tenants occupying space in such Seller's Property the Building on the Closing Date pursuant to Leases then in effect (the "“Transferred L/C Security Deposits") and, thereafter, such Seller shall reasonably cooperate with Purchaser after Closing to obtain the proper assignment of any such letter of credit following Closing, and at Purchaser's written direction after Closing, such Seller agrees to draw down on any such letter of credit in accordance with the provisions of the applicable Lease, provided, however, that Purchaser agrees to indemnify and save Sellers harmless from and against all claims, demands, causes of action, losses, costs (including without limitation, court costs and reasonable attorneys' fees”), liabilities and damages with respect to an unauthorized draw on any such letter of credit; (viii) a duly executed certification as to such Seller's nonforeign status as prescribed in Section 22 in the form of Exhibit 22; (ix) its Representation Update; (x) keys to its Property; (xi) Asset-Related Property described in clause (vi) of Section 2(a) hereof; (xii) original counterparts A written assignment of all Leasesof Seller’s right, Contracts (other than the Terminated Contracts), the Westbrook II Contract, licenses title and permits, GMAC Loan Documexxx, xxx the Ground Lease interest in and to the extent TDR’s, if any, and other applicable development rights and entitlements without representation, warranty or recourse, in such Seller's or the Existing Manager's actual possession (or can be reasonably obtained by such Seller or the Existing Manager)form attached hereto as Exhibit 11; (xiii) a standard seller's affidavit to An assignment of the Title Company with respect to such Architectural Plans and the architectural services agreement between Seller (or an affiliate of Seller's Property ) and the architect who prepared the Architectural Plans, in the form of attached hereto as Exhibit 18(a)(xiii)12; (xiv) a determination letter from the Illinois Department of Revenue ("IL Department") pursuant to Chapter 35, Section 5/902(d) of the Illinois Income Tax Act, 35 ILCS 5/101 and (the "IL Act"), Any other document customarily required in connection with respect to each Seller owning any Property in the State of Illinois to the effect that such Seller has no assessed, but unpaid, amount of tax, penalties or interest due under the IL Act ("Clearance Letter"), or showing the amount claimed due by the IL Department in which case Purchaser is authorized to withhold from the Purchase Price the amount of tax, penalties and interest claimed by the IL Department to be assessed but unpaid in accordance with the IL Act, which amount shall be retained in escrow until receipt of a Clearance Letter with respect thereto; (xv) a Tax Compliance Certificate from the South Carolina Department of Revenue with respect to each Seller owning any Property in the State of South Carolina; (xvi) evidence reasonably satisfactory to Purchaser of L.L. Bean's waiver of the LL Bean ROFR with respect to the applicable transactions contemplated hereby; (xvii) possession and occupancy of its Property, subject only to the Permitted Encumbrances; and (xviii) such additional documents as shall be reasonably required to consummate the transactions contemplated by this Agreement. Seller shall be deemed to have delivered the items set forth in clauses (vii), (viii), (ix), and (x) above if the same are left in the Building management office on the Closing Date.

Seller’s Documents and Deliveries. On the Closing Date, each Seller shall deliver or cause to be delivered to Purchaser Escrow Agent (or directly to Purchaser, in the case of those items described in the last paragraph of this Section below) the following: (i) copies A duly executed and acknowledged bargain and sale deed (“Deed”) in the form of its Certificates Exhibit 2 transferring that portion of Incorporation or Certification the Premises owned by Seller in fee simple as of Formation, as applicable, including all amendments thereto, certified by the Secretary of State of its jurisdiction of incorporation or formationEffective Date; (ii) certificates from The bargain and sale deed for the Secretary Building and other improvements (“Deed of State Improvements”) in the form of its jurisdictions of incorporation, formation or existence, as applicable, to the effect that it is in good standing in such jurisdiction and listing all of its charter documents on file in such state, dated within thirty (30) days prior to the Closing Date (or such later date as may be reasonably acceptable to Purchaser and the Title Company if the Closing has been adjourned);Exhibit 15. (iii) a certificate from A duly executed Bill of Sale (the Secretary “Bill of State or other appropriate official Sale”) in each state in which such Seller is qualified to do business to the effect that such Seller is in good standing in such state; in each case, dated within thirty (30) days prior to the Closing Date (or such later date as may be reasonably acceptable to Purchaser and the Title Company if the Closing has been adjourned)form of Exhibit 3; (iv) incumbency certificates with respect to each Originals or, if originals are unavailable, copies, of the persons signing this Agreement Leases and any other document or certificate Assumed Contracts then in connection herewith on behalf of such Seller and evidence reasonably satisfactory effect to Purchaser of such the extent in Seller's authority to execute and deliver this Agreement and the Closing Documents’s possession; (v) a Letters executed by Seller to all tenants under the Leases in the form of Exhibit 4; (vi) Originals or, if originals are unavailable, copies, of plans and specifications, technical manuals and similar materials for the Building to the extent same are in Seller’s possession; (vii) A duly executed and acknowledged deed (or local equivalent)certification as to Seller’s nonforeign status as prescribed in Section 20, if appropriate, in the form of Exhibit 18(a)(v), containing such additional items or modifications as are required under the laws of the applicable jurisdiction to render such instrument in form acceptable for recording, effective to convey fee simple interest in the Property owned by such Seller5; (viviii) a duly executed Bill of Sale in the form of Exhibit 18(a)(vi); (vii) originals of axx xetters of credit The security deposits held by each Seller as security under the Leases, but only to the extent the same have not been applied or credited against the Purchase Price in accordance with Section 9(b); (ix) Originals or, if originals are unavailable, copies, of all construction and equipment warranties and all books and records relating to the Leases or returned to tenants (in each case operation of the Premises and maintained by Seller during Seller’s ownership thereof, to the extent permitted hereundersame are in Seller’s possession; (x) Originals or, if originals are unavailable, copies, of all permits, licenses and relate approvals relating to tenants occupying space the ownership, use or operation of the Premises, to the extent same are in such Seller's Property on ’s possession; (xi) Keys and combinations in Seller’s possession relating to the operation of the Premises; to Section 35; (xii) Originals or PDF copies of the Estoppels obtained pursuant (xiii) The Representation Update, with attached updated Rent Roll (dated within five (5) Business Days of the Closing Date pursuant to Leases then in effect (the "Transferred L/C Security Deposits") andDate), thereafterwhich shall include, such Seller shall reasonably cooperate with Purchaser after Closing to obtain the proper assignment of any such letter of credit following Closing, and at Purchaser's written direction after Closing, such Seller agrees to draw down on any such letter of credit in accordance with the provisions of the applicable Lease, provided, however, that Purchaser agrees to indemnify and save Sellers harmless from and against all claims, demands, causes of action, losses, costs (including without limitation, court costs the same categories of information, and reasonable attorneys' fees)be in the same format as, liabilities and damages with respect the Rent Roll delivered to an unauthorized draw on any such letter Purchaser as of creditthe date hereof; (viiixiv) a duly executed certification as to such Seller's nonforeign status as prescribed in Section 22 A letter in the form of Exhibit 22; (ix) its Representation Update; (x) keys 10 attached hereto and incorporated herein by this reference, executed by Seller, a duplicate copy of which shall be sent by Purchaser after Closing to its Property; (xi) Asset-Related Property described in clause (vi) of Section 2(a) hereof; (xii) original counterparts of all Leases, Contracts (other than the Terminated Contracts), the Westbrook II Contract, licenses and permits, GMAC Loan Documexxx, xxx lessors under the Ground Lease to and the extent in such Seller's or the Existing Manager's actual possession (or can be reasonably obtained by such Seller or the Existing Manager); (xiii) a standard seller's affidavit to the Title Company with respect to such Seller's Property in the form of Exhibit 18(a)(xiii); (xiv) a determination letter from the Illinois Department of Revenue ("IL Department") pursuant to Chapter 35, Section 5/902(d) of the Illinois Income Tax Act, 35 ILCS 5/101 and (the "IL Act"), with respect to each Seller owning any Property in the State of Illinois to the effect that such Seller has no assessed, but unpaid, amount of tax, penalties or interest due under the IL Act ("Clearance Letter"), or showing the amount claimed due by the IL Department in which case Purchaser is authorized to withhold from the Purchase Price the amount of tax, penalties and interest claimed by the IL Department to be assessed but unpaid in accordance with the IL Act, which amount shall be retained in escrow until receipt of a Clearance Letter with respect theretoAirspace Lease; (xv) a Tax Compliance Certificate from A closing statement, setting forth the South Carolina Department of Revenue with respect prorations and adjustments to each Seller owning any the Purchase Price respecting the Property in to be made pursuant to Section 6 (the State of South Carolina“Closing Statement”), executed by Seller; (xvi) evidence reasonably satisfactory All approvals and consents from third parties and governmental agencies (if necessary) required to Purchaser of L.L. Bean's waiver of consummate the LL Bean ROFR with respect to the applicable transactions contemplated hereby; (xvii) possession A customary owner’s affidavit in form and occupancy of its Property, subject only substance reasonably acceptable to Seller and sufficient to enable the Permitted EncumbrancesTitle Company to issue an extended coverage Title Policy (the “Owner’s Title Affidavit”); (xviii) All Personalty; and (xviiixix) such additional documents as Documents evidencing the due authority of Seller to execute and deliver the Closing Documents in form and substance sufficient to enable the Title Company to issue the Title Policy insuring Seller’s due authority to convey the Property to Purchaser. Seller shall be reasonably required deemed to consummate have delivered the transactions contemplated by this Agreementitems set forth in clauses (iii), (v), (viii), (ix), (x) and (xix) above if the same are left in the Building management office or, in the case of Personalty, in its existing location within the Premises, on the Closing Date.

Seller’s Documents and Deliveries. On the Closing Date, each Seller shall deliver or cause to be delivered to Purchaser the following: (i) copies A duly executed and acknowledged bargain and sale deed without covenants against grantor’s acts in the form of its Certificates of Incorporation or Certification of Formation, as applicable, including all amendments thereto, certified by the Secretary of State of its jurisdiction of incorporation or formationExhibit 1 attached hereto; (ii) certificates from the Secretary of State of its jurisdictions of incorporation, formation or existence, as applicable, to the effect that it is in good standing in such jurisdiction and listing all of its charter documents on file in such state, dated within thirty (30) days prior to the Closing Date (or such later date as may be reasonably acceptable to Purchaser and the Title Company if the Closing has been adjourned); (iii) a certificate from the Secretary of State or other appropriate official in each state in which such Seller is qualified to do business to the effect that such Seller is in good standing in such state; in each case, dated within thirty (30) days prior to the Closing Date (or such later date as may be reasonably acceptable to Purchaser and the Title Company if the Closing has been adjourned); (iv) incumbency certificates with respect to each of the persons signing this Agreement and any other document or certificate in connection herewith on behalf of such Seller and evidence reasonably satisfactory to Purchaser of such Seller's authority to execute and deliver this Agreement and the Closing Documents; (v) a A duly executed and acknowledged deed (or local equivalent), in the form of Exhibit 18(a)(v), containing such additional items or modifications as are required under the laws of the applicable jurisdiction to render such instrument in form acceptable for recording, effective to convey fee simple interest in the Property owned by such Seller; (vi) a duly executed Bill Xxxx of Sale in the form of Exhibit 18(a)(vi)2 attached hereto; (iii) Originals or, if unavailable, copies, of plans and specifications, technical manuals and similar materials for the Building or any portion thereof, including, without limitation, all Building systems to the extent same are in Seller’s possession or control; (iv) A duly executed certification as to Seller’s non-foreign status in accordance with Section 1445 of the Code, if appropriate, in the form of Exhibit 3 attached hereto; (v) Resolutions of Seller’s board of directors or the written consent of Seller’s members, as applicable, in a form reasonably satisfactory to the Title Company, authorizing the transaction contemplated herein and the execution and delivery of the documents required to be executed and delivered by Seller hereunder; (vi) Seller shall execute an affidavit in lieu of registration as required by Chapter 664 of the Laws of 1978, in the form of Exhibit 4 attached hereto and made a part hereof; (vii) originals Seller shall execute, acknowledge and deliver to the Title Company a title affidavit in the form attached hereto as Exhibit 5 and made a part hereof; (viii) Originals or, if unavailable, copies, of axx xetters all Books and Records relating to the ownership and operation of credit held the Premises and maintained by each Seller as security under the Leases, but only during Seller’s ownership thereof to the extent the same have not been applied are in accordance with the Leases or returned to tenants (in each case to the extent permitted hereunder) and relate to tenants occupying space in such Seller's Property on the Closing Date pursuant to Leases then in effect (the "Transferred L/C Security Deposits") and, thereafter, such Seller shall reasonably cooperate with Purchaser after Closing to obtain the proper assignment of any such letter of credit following Closing, and at Purchaser's written direction after Closing, such Seller agrees to draw down on any such letter of credit in accordance with the provisions of the applicable Lease, provided, however, that Purchaser agrees to indemnify and save Sellers harmless from and against all claims, demands, causes of action, losses, costs (including without limitation, court costs and reasonable attorneys' fees), liabilities and damages with respect to an unauthorized draw on any such letter of credit; (viii) a duly executed certification as to such Seller's nonforeign status as prescribed in Section 22 in the form of Exhibit 22’s possession; (ix) its Representation Update;Originals or, if unavailable, copies, of all Plans, Permits and Licenses and approvals relating to the ownership, use or operation of the Premises, to the extent in Seller’s possession; and (x) keys Keys and combinations in Seller’s possession relating to its Property;the operation of the Premises; and (xi) Asset-Related Property described An instrument (the “Representation Update”) confirming that the Surviving Representations remain true and correct in clause all material respects on and as of the Closing Date of advising Purchaser in what respects Seller’s Representations are inaccurate as of the Closing Date. Seller shall be deemed to have delivered the items set forth in clauses (vi) of Section 2(a) hereof; (xii) original counterparts of all Leases, Contracts (other than the Terminated Contractsii), (vii) and (viii) above if the Westbrook II Contract, licenses and permits, GMAC Loan Documexxx, xxx the Ground Lease to the extent in such Seller's or the Existing Manager's actual possession (or can be reasonably obtained by such Seller or the Existing Manager); (xiii) a standard seller's affidavit to the Title Company with respect to such Seller's Property same are left in the form of Exhibit 18(a)(xiii); (xiv) a determination letter from management office at the Illinois Department of Revenue ("IL Department") pursuant to Chapter 35, Section 5/902(d) of Premises on the Illinois Income Tax Act, 35 ILCS 5/101 and (the "IL Act"), with respect to each Seller owning any Property in the State of Illinois to the effect that such Seller has no assessed, but unpaid, amount of tax, penalties or interest due under the IL Act ("Clearance Letter"), or showing the amount claimed due by the IL Department in which case Purchaser is authorized to withhold from the Purchase Price the amount of tax, penalties and interest claimed by the IL Department to be assessed but unpaid in accordance with the IL Act, which amount shall be retained in escrow until receipt of a Clearance Letter with respect thereto; (xv) a Tax Compliance Certificate from the South Carolina Department of Revenue with respect to each Seller owning any Property in the State of South Carolina; (xvi) evidence reasonably satisfactory to Purchaser of L.L. Bean's waiver of the LL Bean ROFR with respect to the applicable transactions contemplated hereby; (xvii) possession and occupancy of its Property, subject only to the Permitted Encumbrances; and (xviii) such additional documents as shall be reasonably required to consummate the transactions contemplated by this AgreementClosing Date.

Seller’s Documents and Deliveries. On the Closing Date, each Seller shall deliver or cause to be delivered to Purchaser the following: (i) copies Duly executed and acknowledged Deed in the form of its Certificates of Incorporation or Certification of Formation, as applicable, including all amendments thereto, certified by the Secretary of State of its jurisdiction of incorporation or formationExhibit 2; (ii) certificates from Duly executed Bixx xf Sale in the Secretary form of State Exhibit 3; (iii) Copies, of its jurisdictions plans and specifications, technical manuals and similar materials for the Building to the extent same are in Seller’s possession or control; (iv) A duly executed “FIRPTA” certification as to Seller’s non-foreign status in the form of incorporationExhibit 4; (v) Copies, formation or existence, as applicableof all books and records relating to utility files and records of repairs and maintained by Seller during Seller’s ownership thereof, to the effect extent same are in Seller’s possession or control, excluding Seller’s corporate tax returns and financial statements; (vi) Keys and combinations in Seller’s possession relating to the operation of the Premises; (vii) A standard Owner’s affidavit of title (to enable the Purchaser’s title company to omit pre-printed exceptions or other matters that it is are not Permitted Encumbrances) in a form acceptable to said title company; (viii) An Assignment of the Triple Net Lease in the form annexed as Exhibit 5 hereto; (ix) Any other document required by this Agreement; (x) A copy of the resolution of the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement certified as true and correct by the Secretary or Assistant Secretary of Purchaser; (ii) a good standing in such jurisdiction and listing all certificate for Seller issued by the State of its charter documents on file in such state, New York dated within thirty (30) days prior to of the Closing Date (or such later date as may be reasonably acceptable to Purchaser Date; and the Title Company if the Closing has been adjourned); (iii) a certificate from the Secretary of State or other appropriate official in each state in which such Seller is qualified to do business to the effect that such Seller is in good standing in such state; in each case, dated within thirty (30) days prior to the Closing Date (or such later date as may be reasonably acceptable to Purchaser and the Title Company if the Closing has been adjourned); (iv) an incumbency certificates certificate executed by the Secretary or Assistant Secretary of Purchaser with respect to each those officers of the persons signing this Agreement and Purchaser executing any other document documents or certificate instruments in connection herewith on behalf with the transactions contemplated herein; and (xi) A Blxxxxxx Xorm General Release from Seller in favor of such Seller and evidence reasonably satisfactory to Purchaser of such Seller's authority to execute and deliver this Agreement Tenant and the Closing Documents; (v) a duly executed and acknowledged deed (or local equivalent), in the form of Exhibit 18(a)(v), containing such additional items or modifications as are required Guarantor under the laws Lease releasing Tenant and Guarantor from any claims Seller may have against either of the applicable jurisdiction to render such instrument in form acceptable for recording, effective to convey fee simple interest in the Property owned by such Seller; (vi) a duly executed Bill them arising out of Sale in the form of Exhibit 18(a)(vi); (vii) originals of axx xetters of credit held by each Seller as security under the Leases, but only or relating to the extent the same have not been applied in accordance with the Leases or returned to tenants (in each case to the extent permitted hereunder) and relate to tenants occupying space in such Seller's Property on the Closing Date pursuant to Leases then in effect (the "Transferred L/C Security Deposits") and, thereafter, such Seller shall reasonably cooperate with Purchaser after Closing to obtain the proper assignment of any such letter of credit following Closing, and at Purchaser's written direction after Closing, such Seller agrees to draw down on any such letter of credit in accordance with the provisions of the applicable Lease, ; provided, however, that Purchaser agrees Tenant and the Guarantor shall remain liable to indemnify and save Sellers harmless from and against all claimsthe Seller, demands, causes of action, losses, costs (including without limitation, court costs and reasonable attorneys' fees), liabilities and damages with respect to an unauthorized draw on any such letter of credit; (viii) a duly executed certification as to such Seller's nonforeign status as prescribed in Section 22 in the form of Exhibit 22; (ix) its Representation Update; (x) keys to its Property; (xi) Asset-Related Property described in clause (vi) of Section 2(a) hereof; (xii) original counterparts of all Leases, Contracts (other than the Terminated Contracts), the Westbrook II Contract, licenses and permits, GMAC Loan Documexxx, xxx the Ground Lease to the extent set forth in such Seller's the Lease or the Existing Manager's actual possession (by operation of law for any and all claims which any third-party ever had, now has or can be reasonably obtained by such hereinafter can, shall or may have against Seller arising out of or the Existing Manager); (xiii) a standard seller's affidavit relating to the Title Company with respect to such Seller's Property in Lease and/or the form of Exhibit 18(a)(xiii); (xiv) a determination letter from the Illinois Department of Revenue ("IL Department") pursuant to Chapter 35, Section 5/902(d) of the Illinois Income Tax Act, 35 ILCS 5/101 and (the "IL Act"), with respect to each Seller owning any Property in the State of Illinois to the effect that such Seller has no assessed, but unpaid, amount of tax, penalties or interest due under the IL Act ("Clearance Letter"), or showing the amount claimed due by the IL Department in which case Purchaser is authorized to withhold from the Purchase Price the amount of tax, penalties and interest claimed by the IL Department to be assessed but unpaid in accordance with the IL Act, which amount shall be retained in escrow until receipt of a Clearance Letter with respect thereto; (xv) a Tax Compliance Certificate from the South Carolina Department of Revenue with respect to each Seller owning any Property in the State of South Carolina; (xvi) evidence reasonably satisfactory to Purchaser of L.L. Bean's waiver of the LL Bean ROFR with respect to the applicable transactions contemplated hereby; (xvii) possession Tenant’s use and occupancy of its the Property, subject only and, in addition, the Release shall not apply to, and/or waive or limit any and all claims for indemnification and/or contribution that the Seller may have against Tenant and/or the Guarantor, to the Permitted Encumbrances; and (xviii) such additional documents extent set forth in the Lease or by operation of law as shall be reasonably required to consummate the transactions contemplated a result of any claim asserted by this Agreementa third-party.

Seller’s Documents and Deliveries. On the Closing Date, each if not previously delivered to, or not in the possession or control of Purchaser, Seller shall deliver or cause to be delivered to Purchaser and/or the Title Company (as applicable) the following: (i) copies A duly executed and notarized special warranty deed (the “Deed”), substantially in the form attached hereto as Exhibit 4, together with a water certification from the City of its Certificates Chicago (provided, however, Purchaser acknowledges that due to a backlog of Incorporation or Certification water certification applications at the City of FormationChicago Water Department, as applicable, including all amendments thereto, certified the water certification may not be issued by the Secretary Closing Date, and in such event neither Seller nor Purchaser shall be in default under this Agreement due to the failure of State the water certification to be issued and the Closing shall be delayed until the date that the water certification is obtained; provided, however, that in the event the water certification has not been obtained within sixty (60) days after the Scheduled Closing Date, then Purchaser shall be entitled to terminate this Agreement by written notice given to Seller, in which event the Deposit shall be returned to Purchaser and the parties shall have no further rights or obligations under this Agreement, except for those which expressly survive the termination of its jurisdiction this Agreement (Seller covenants and agrees that it shall submit the documentation required to obtain the water certification from the City of incorporation or formationChicago not later than ten (10) days after the Effective Date); (ii) certificates from A duly executed Xxxx of Sale in the Secretary of State of its jurisdictions of incorporation, formation or existence, form attached hereto as applicable, Exhibit 5 conveying the Personalty to the effect that it is in good standing in such jurisdiction and listing all of its charter documents on file in such state, dated within thirty (30) days prior to the Closing Date (or such later date as may be reasonably acceptable to Purchaser and the Title Company if the Closing has been adjourned)Purchaser; (iii) a certificate from A duly executed certification as to Seller’s non-foreign status in the Secretary of State or other appropriate official in each state in which such Seller is qualified to do business to the effect that such Seller is in good standing in such state; in each case, dated within thirty (30) days prior to the Closing Date (or such later date form attached hereto as may be reasonably acceptable to Purchaser and the Title Company if the Closing has been adjourned)Exhibit 3; (iv) incumbency certificates with respect A letter to each of the persons signing this Agreement and any other document or certificate tenants under the Leases in connection herewith on behalf of such Seller and evidence reasonably satisfactory to Purchaser of such Seller's authority to execute and deliver this Agreement and the Closing Documentsform attached hereto as Exhibit 6; (v) a duly The executed Approved Estoppels required in accordance with Section 11(a)(i) above and acknowledged deed the executed Metra Declaration Estoppel Certificate (or local equivalentif obtained) and Pedestrian Bridge Estoppel Certificate (if obtained), in the form of Exhibit 18(a)(v), containing such additional items or modifications as are required under the laws of the applicable jurisdiction to render such instrument in form acceptable for recording, effective to convey fee simple interest in the Property owned by such Seller; (vi) a duly executed Bill A combined owner’s affidavit and gap undertaking (which need only be delivered to (A) the Title Company, and (B) such title companies selected by Purchaser for the purposes of Sale co-insurance and/or reinsurance (the “Co-Insurance/Reinsurance Title Companies”) in the form of attached hereto as Exhibit 18(a)(vi)14; (vii) originals Originals or, if unavailable, copies, of axx xetters the Leases and Contracts then in effect to the extent in Seller’s possession or control; (viii) Originals or, if unavailable, copies, of credit the plans and specifications, technical manuals and similar materials for the Premises to the extent same are in Seller’s possession or control; (ix) Originals or, if unavailable, copies, of all permits, licenses and approvals relating to the ownership, use or operation of the Premises, to the extent in Seller’s possession or control; (x) Keys (specifically identified to reflect their respective unit locks) and combinations in Seller’s possession or control relating to the operation of and access to the Premises; (xi) The cash Security Deposits (unless credited to Purchaser against the Purchase Price) and original letters of credit, if any, held by each Seller as security under the Leases, but only Leases to the extent provided for in, and pursuant to, Section 10(d) (the same have not been applied in accordance “Transferred Security Deposits”), together with the Leases or returned to tenants (in each case to the extent permitted hereunder) and relate to tenants occupying space in such Seller's Property on the Closing Date ’s agreement pursuant to Leases then in effect Section 10(d) above to cooperate to execute and deliver such documentation (which documentation shall be prepared by Purchaser and submitted to Seller for review prior to Closing) as is necessary to transfer or cause to be transferred the "Transferred L/C Security Deposits") and, thereafter, such Seller shall reasonably cooperate with Purchaser after Closing to obtain the proper assignment of any such letter letters of credit following to Purchaser upon approval thereof by the issuer of the letters of credit; provided that delivery of the letters of credit or the accompanying transfer forms shall not be a condition precedent to Closing, and at Purchaser's written direction after but Seller’s obligations under Section 10(d) shall survive Closing, such Seller agrees to draw down on any such letter of credit in accordance with the provisions of the applicable Lease, provided, however, that Purchaser agrees to indemnify and save Sellers harmless from and against all claims, demands, causes of action, losses, costs (including without limitation, court costs and reasonable attorneys' fees), liabilities and damages with respect to an unauthorized draw on any such letter of credit; (viii) a duly executed certification as to such Seller's nonforeign status as prescribed in Section 22 in the form of Exhibit 22; (ix) its Representation Update; (x) keys to its Property; (xi) Asset-Related Property described in clause (vi) of Section 2(a) hereof; (xii) original counterparts A written statement by Seller acknowledging that all of the representations and warranties made by Seller hereunder are true and correct in all Leasesmaterial respects as of the Closing Date, Contracts (other than the Terminated Contracts), the Westbrook II Contract, licenses and permits, GMAC Loan Documexxx, xxx the Ground Lease to the extent in such Seller's or the Existing Manager's actual possession (or can be reasonably obtained by such Seller or the Existing Manager);noting any exceptions; and (xiii) a standard seller's affidavit to the Title Company Any other documents required in connection with respect to such Seller's Property in the form of Exhibit 18(a)(xiii); (xiv) a determination letter from the Illinois Department of Revenue ("IL Department") pursuant to Chapter 35, Section 5/902(d) of the Illinois Income Tax Act, 35 ILCS 5/101 and (the "IL Act"), with respect to each Seller owning any Property in the State of Illinois to the effect that such Seller has no assessed, but unpaid, amount of tax, penalties or interest due under the IL Act ("Clearance Letter"), or showing the amount claimed due by the IL Department in which case Purchaser is authorized to withhold from the Purchase Price the amount of tax, penalties and interest claimed by the IL Department to be assessed but unpaid in accordance with the IL Act, which amount shall be retained in escrow until receipt of a Clearance Letter with respect thereto; (xv) a Tax Compliance Certificate from the South Carolina Department of Revenue with respect to each Seller owning any Property in the State of South Carolina; (xvi) evidence reasonably satisfactory to Purchaser of L.L. Bean's waiver of the LL Bean ROFR with respect to the applicable transactions contemplated hereby; (xvii) possession and occupancy of its Property, subject only to the Permitted Encumbrances; and (xviii) such additional documents as shall be reasonably required to consummate the transactions contemplated by this Agreement, or reasonably required by the Title Company. Seller shall be deemed to have delivered the items set forth in clauses (vii), (viii), (ix), and (x) above if the same are left in the Building management office on the Closing Date.

Seller’s Documents and Deliveries. On the Closing Date, each Seller shall deliver or cause to be delivered to Purchaser the following: (i) copies of its Certificates of Incorporation or Certification of Formationwith respect to each Non-Ranger Property, as applicable, including all amendments thereto, certified by a duly executed and acknowledged bargain and sale deed with covenants against grantor’s acts with respect to such Property in a form that complies with the Secretary of State of its local recording requirements for the jurisdiction of incorporation or formationin which such Property is located; (ii) certificates from with respect to each Non-Ranger Property, a duly executed xxxx of sale in the Secretary form of State of its jurisdictions of incorporation, formation or existence, as applicable, to the effect that it is in good standing in such jurisdiction and listing all of its charter documents on file in such state, dated within thirty (30) days prior to the Closing Date (or such later date as may be reasonably acceptable to Purchaser and the Title Company if the Closing has been adjourned)Exhibit H; (iii) a certificate from originals or, if originals are unavailable, copies certified to be true, correct and complete in all material respects, of the Secretary of State or other appropriate official Operating Leases and Resident Agreements then in each state in which such Seller is qualified to do business to the effect that such Seller is in good standing in such state; in each case, dated within thirty (30) days prior to the Closing Date (or such later date as may be reasonably acceptable to Purchaser and the Title Company if the Closing has been adjourned)effect; (iv) incumbency certificates with respect to each of the persons signing this Agreement and any other document or certificate in connection herewith on behalf of such Seller and evidence reasonably satisfactory to Purchaser of such Seller's authority to execute and deliver this Agreement and the Closing Documents; (v) a duly executed and acknowledged deed (or local equivalent), in the form of Exhibit 18(a)(v), containing such additional items or modifications as are required under the laws of the applicable jurisdiction to render such instrument in form acceptable for recording, effective to convey fee simple interest in the Property owned by such Seller; (vi) a duly executed Bill of Sale in the form of Exhibit 18(a)(vi); (vii) originals of axx xetters of credit held by each Seller as security under the Leases, but only to the extent the same have not been applied in accordance with the Leases or returned to tenants (in each case to the extent permitted hereunder) and relate to tenants occupying space in such Seller's Property on the Closing Date pursuant to Leases then in effect (the "Transferred L/C Security Deposits") and, thereafter, such Seller shall reasonably cooperate with Purchaser after Closing to obtain the proper assignment of any such letter of credit following Closing, and at Purchaser's written direction after Closing, such Seller agrees to draw down on any such letter of credit in accordance with the provisions of the applicable Lease, provided, however, that Purchaser agrees to indemnify and save Sellers harmless from and against all claims, demands, causes of action, losses, costs (including without limitation, court costs and reasonable attorneys' fees), liabilities and damages with respect to an unauthorized draw on any such letter of credit; (viii) a duly executed certification as to such each Seller's nonforeign ’s and each holder of Units’ non-foreign status as prescribed in Section 22 21, if appropriate, in the form of Exhibit 22I-1 — I-3; (v) the Title Affidavit; (vi) a release in favor of Purchaser and the New Joint Venture for all claims for indemnification, contribution, payment or otherwise under any of the Ranger Subsidiary Entities’ organizational documents for all periods prior to the Closing Date, in the form of Exhibit J; (vii) each certificate which immediately prior to the Closing represented equity interests in FC Ranger, endorsed to New Joint Venture or accompanied by a duly executed stock power. (viii) originals or, if originals are unavailable, copies, of all books, records, operating reports, financial statements, files, plans and specifications, and other materials but only to the extent in Seller’s possession that are necessary or beneficial to the continuity of ownership of the Interests, the Ranger Subsidiary Entities and the Properties, including without limitation originals of all Permits and Licenses and other material document necessary to operate the Ranger Subsidiary Entities and the Properties; (ix) its Representation Updateoriginals of the Estoppel Certificates obtained pursuant to Section 36, to the extent not previously delivered; (x) keys to its Propertyconfirmation that all Rent Reserves and Security Deposits have been transferred and are held in accounts in the name of Purchaser or the applicable Purchaser Subsidiary Entity and/or Ranger Subsidiary Entity; (xi) Asset-Related Property described in clause (vi) of Section 2(a) hereof; (xii) original counterparts of all Leases, Contracts (other than the Terminated Contracts), the Westbrook II Contract, licenses and permits, GMAC Loan Documexxx, xxx the Ground Lease to the extent in such Seller's or the Existing Manager's actual possession (or can be reasonably obtained by such Seller or the Existing Manager); (xiii) a standard seller's affidavit to the Title Company with respect to such Seller's Property in the form of Exhibit 18(a)(xiii); (xiv) a determination letter from the Illinois Department of Revenue ("IL Department") pursuant to Chapter 35, Section 5/902(d) certificate dated as of the Illinois Income Tax ActClosing Date, 35 ILCS 5/101 and certifying that the condition set forth in Section 10(b)(i) is satisfied as of such date (the "IL Act"“Date-Down Certificate”), with respect to each Seller owning any Property in the State of Illinois to the effect that such Seller has no assessed, but unpaid, amount of tax, penalties or interest due under the IL Act ("Clearance Letter"), or showing the amount claimed due by the IL Department in which case Purchaser is authorized to withhold from the Purchase Price the amount of tax, penalties and interest claimed by the IL Department to be assessed but unpaid in accordance with the IL Act, which amount shall be retained in escrow until receipt of a Clearance Letter with respect thereto; (xv) a Tax Compliance Certificate from the South Carolina Department of Revenue with respect to each Seller owning any Property in the State of South Carolina; (xvi) evidence reasonably satisfactory to Purchaser of L.L. Bean's waiver of the LL Bean ROFR with respect to the applicable transactions contemplated hereby; (xvii) possession and occupancy of its Property, subject only to the Permitted Encumbrances; and (xviii) such additional documents as shall be reasonably required to consummate the transactions contemplated by this Agreement.