Common use of Seller’s Obligations at Closing Clause in Contracts

Seller’s Obligations at Closing. At Closing, Seller shall: (a) deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests (the “Assignment and Assumption of Membership Interests”) in the form attached hereto as Exhibit D, conveying the 100% of the Interests to Purchaser; (b) deliver to Purchaser, not later than five Business Days before the Closing Date, updated Rent Rolls dated not later than 10 Business Days before the Closing Date and on the Closing Date, updated Rent Rolls dated as of the Closing Date; (c) in the event that any representation or warranty of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser a certificate (the “Seller Closing Certificate”), dated as of the Closing Date and duly executed by Seller, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.4(b). If, despite changes or other matters described in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificate; (d) deliver to the Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (e) deliver to the Title Company an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E duly executed by Seller and stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980; (g) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (h) deliver an executed counterpart to the Closing Statement; (i) make available to Purchaser, to the extent not already provided, the Leases and Contracts, together with such leasing and property files and records located in the property manager’s office for the Property which relate to the continued operation, leasing and maintenance of the Property, but excluding any documents of a confidential nature; (j) deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys), subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (k) deliver a schedule of Security Deposits currently held by Seller on behalf of the Tenants; and (l) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

Seller’s Obligations at Closing. At Not less than one (1) business day prior to Closing, Seller shallshall deliver to the Title Company: (a) deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests grant deed (the “Assignment and Assumption of Membership InterestsDeed”) in the form of Exhibit E attached hereto as Exhibit Dwith respect to each Property, conveying the 100% Land and Improvements, subject only to the Permitted Exceptions; the warranty of title in the Interests Deed will be only as to Purchaserclaims made by, through or under Seller and not otherwise; (b) deliver four (4) duly executed counterparts of a xxxx of sale in the form of Exhibit F attached hereto with respect to Purchaser, not later than five Business Days before the Closing Date, updated Rent Rolls dated not later than 10 Business Days before the Closing Date and on the Closing Date, updated Rent Rolls dated as of the Closing Dateeach Property; (c) four (4) duly executed counterparts of an assignment and assumption agreement as to the Leases in the form of Exhibit G attached hereto with respect to each Property; (d) four (4) duly executed counterparts of an assignment and assumption agreement as to the Operating Agreements and other Intangibles in the form of Exhibit H attached hereto with respect to each Property; provided that, in the event any assignable warranty or guaranty requires the consent or action of a third party, Seller shall use reasonable efforts to obtain such consent or other action as soon as practical after the Closing in accordance with Section 10.12 hereof; (e) the Tenant Estoppels (as defined in Section 5.4(b) hereof), to the extent received by Seller from the tenants under the Leases; (f) one (1) duly executed original of a form of tenant notice attached hereto as Exhibit I; and following Closing, Purchaser shall be responsible for preparing a specific notice to each tenant under the Leases utilizing such form and shall send the same to each of the tenants informing such tenants of the sale of the Property and of the assignment to Purchaser of Seller’s interest in, and obligations under, the Leases (including, if applicable, any security deposits) and directing that any representation or warranty of Seller all rent and other sums payable under the Leases after the Closing shall be paid as set forth in Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser notice; (g) four (4) originals of a certificate (the “Seller Closing Certificate”)certificate, dated as of the date of Closing Date and executed on behalf of Seller by a duly executed by Sellerauthorized officer thereof, stating that the representations and warranties of Seller contained in Section 5.1 of this Agreement are true and correct in all material respects as of the date of Closing (with appropriate modifications of those representations and warranties made in Section 5.1 hereof to reflect any changes therein including without limitation any changes resulting from actions under Section 5.4 hereof) or identifying any representation or warranty that which is not, or no longer is, true and correct and explaining the state of facts giving rise to such the change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that which results from any change that (i) occurs between the Effective Date and the date of Closing Date and (ii) is expressly permitted under the terms of this AgreementAgreement or is beyond the reasonable control of Seller to prevent; provided, however, that the occurrence of a change that is not permitted hereunder which results in any representation or warranty being inaccurate in any material respect as of the date of the Closing, shall constitute the non-fulfillment of the condition set forth in Section 4.4(b). If4.7(b) hereof and shall entitle Purchaser to terminate this Agreement and to a return of the Xxxxxxx Money; if, despite changes or other matters described in the Seller Closing Certificatesuch certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in such certificate. Notwithstanding anything herein to the contrary, the certificate required pursuant to this Section 4.2(g) shall survive only for the survival period set forth in Section 5.3 hereof, and any liability of Seller Closing Certificatepursuant to such certificate shall be made expressly subject to such survival period and to the other provisions of Section 5.3 hereof, including, without limitation, the Cap (as such term is defined in Section 5.3 hereof); (dh) deliver to the Title Company such evidence as Purchaser’s counsel and/or the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (ei) deliver to the Title Company an owner’s affidavit four (4) duly executed by the Company, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E duly executed counterparts of an affidavit by Seller and stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 19801980 and the 1984 Tax Reform Act in the form of Exhibit J attached hereto, and four (4) duly executed originals of a California Form 593-C; (gj) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (h) deliver an executed counterpart to the Closing Statement; (i) make available to Purchaser, to the extent not already providedpreviously delivered to Purchaser, the Leases Leases, Operating Agreements and Contractslicenses and permits, if any, in the possession of Seller or Seller’s agents, together with such leasing and property files and records located which are material in the property manager’s office for the Property which relate to connection with the continued operation, leasing and maintenance of the Property, but excluding any documents of a confidential nature; (j) deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys), subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts;; and (k) deliver a schedule of Security Deposits currently held by Seller on behalf of the Tenants; and (l) deliver such additional documents as shall be reasonably required to consummate the transaction expressly contemplated by this Agreement, including such customary affidavits as the Title Company may reasonably require to issue the Title Policy with extended coverage. At the Closing, Seller shall deliver to Purchaser possession and occupancy of the Property, subject to the Permitted Exceptions. Purchaser shall cooperate with Seller for a period of two (2) years after the Closing in case of Seller’s need in response to any legal requirements, tax audits, tax return preparation or litigation threatened or brought against Seller, by allowing Seller and its agents or representatives access, upon reasonable advance notice (which notice shall identify the nature of the information sought by Seller), at all reasonable times to examine and make copies of any and all instruments, files and records, which right shall survive the Closing.

Seller’s Obligations at Closing. At or prior to Closing, the Seller shall:shall execute (or cause the execution of) and deliver the following to Buyer (the “Seller’s Closing Documents”): (ai) deliver a duly executed special warranty deed conveying fee simple title to Purchaser the Property (the “Deed”) in the form attached hereto and made a part hereof as Exhibit B; (ii) a duly executed xxxx of sale with respect to the Personal Property located on the Property (the “Xxxx of Sale”) in the form attached hereto and made a part hereof as Exhibit C; (iii) a duly executed Assignment and Assumption of Membership Interests Leases (the “Assignment and Assumption of Membership InterestsLeases”) in the form attached hereto and made a part hereof as Exhibit D, conveying the 100% of the Interests to Purchaser; (biv) deliver a duly executed Assignment and Assumption of Contracts (the “Assignment and Assumption of Contracts”) in the form attached hereto and made a part hereof as Exhibit E; (v) a duly executed Assignment and Assumption of Warranties and Guaranties (the “Assignment and Assumption of Warranties and Guaranties”) in the form attached hereto and made a part hereof as Exhibit F; (vi) a duly executed Assignment and Assumption of Licenses and Permits (the “Assignment of Licenses and Permits”) in the form attached hereto and made a part hereof as Exhibit G; (vii) notices (the “Tenant Notices”) in the form attached hereto and made a part hereof as Exhibit H sent or to Purchaser, not later than five Business Days before be sent by the Closing Date, updated Rent Rolls dated not later than 10 Business Days before Buyer to each tenant under each of the Closing Date and Leases on the Closing Date, updated Rent Rolls dated as of or after the Closing Date; (cviii) a tenant estoppel certificate executed by the Tenant under each of the Leases (as defined below) in substantially the event that any representation same form attached hereto and made a part hereof as Exhibit J; (ix) the original Leases, Contracts, Warranties and documented or warranty certificated Intangibles (including, without limitation, all certificates of occupancy) relating to the Property, which shall be assigned by the Seller and assumed by Buyer hereunder, (to the extent originals are available and, if not, certified copies thereof), together with such leasing and property files and records related to the Property. To the extent reasonably necessary, Buyer shall make the original Leases, Contracts, Warranties and documented or certificated Intangibles available to the Seller for a period of twelve (12) months after the Closing Date for the Seller’s review and/or copying during the Buyer’s normal business hours; (x) possession of the Property and keys to all locks on the Property; (xi) a certificate regarding Seller’s non-foreign status for purposes of Section 1445 of the Code in the form attached hereto and made a part hereof as Exhibit I duly executed by each Seller; (xii) a resolution (or other documentation) evidencing the authority of Seller set forth to consummate the transactions contemplated herein and the authority of the signatory to this Agreement and the Related Documents to enter into this Agreement and the Related Documents; (xiii) such additional documents as Title Company shall reasonably require to consummate the transactions contemplated in Section 3.1 needs this Agreement (including, but not limited to, organizational documents of the Seller, a certificate of good standing of the Seller, a standard form owner’s affidavit, and a gap indemnity agreement but excluding any document required by the Title Company for the purpose of eliminating any Permitted Exception as an exception to the title policy to be modified due to changes since issued by the Effective Date, deliver to Purchaser Title Company; (xiv) a certificate (the “Seller Closing Certificate”)certificate, dated as of the Closing Date and duly executed by the Seller, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that certifying: (i) occurs between that all of the Effective Date representations and warranties of the Seller set forth in this Agreement, as modified pursuant to Section 5.4, are true and accurate in all material respects as of the Closing Date Date; and (ii) is expressly permitted under the terms of this Agreement; provided, however, that manner in which the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition information set forth in Section 4.4(b). If, despite changes or other matters described in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in various Schedules attached to this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificate; (d) deliver to the Title Company such evidence has changed as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (e) deliver to the Title Company an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E duly executed by Seller and stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980; (g) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (h) deliver an executed counterpart to the Closing Statement; (i) make available to Purchaser, to the extent not already provided, the Leases and Contracts, together with such leasing and property files and records located in the property manager’s office for the Property which relate to the continued operation, leasing and maintenance of the Property, but excluding any documents of a confidential nature; (j) deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys), subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (k) deliver a schedule of Security Deposits currently held by Seller on behalf of the Tenantsapplicable; and (lxv) deliver such additional documents as shall may be reasonably required to consummate by the transaction contemplated by this AgreementLender in issuing its approval of Buyer’s assumption of the Existing Indebtedness.

Seller’s Obligations at Closing. At Closing, Seller shall: (a) deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests (special warranty deed in the “Assignment and Assumption of Membership Interests”) form in the form attached hereto as Exhibit DSchedule 4.2(a) and by this reference made a part hereof, conveying duly executed by Seller, pursuant to which Seller shall convey the 100% of Real Property to Purchaser subject only to the Interests to PurchaserPermitted Exceptions; (b) deliver to Purchaser a blanket xxxx of sale and assignment, in the form attached hereto as Schedule 4.2(b) and by this reference made a part hereof (the “Xxxx of Sale and Assignment”), duly executed by Seller, pursuant to which (i) Seller shall convey the Tangible Personal Property and the Intangible Property to Purchaser, not later than five Business Days before and (ii) Seller shall assign to Purchaser, and Purchaser shall assume from and after the Closing Datedate of Closing, updated Rent Rolls dated not later than 10 Business Days before Seller’s interest in and to the Closing Date Leases and on the Closing Date, updated Rent Rolls dated as of the Closing DateService Contracts; (c) in the event that any representation or warranty of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Date, execute and deliver to Purchaser a certificate (the “Seller Seller’s Closing Certificate”), dated as of the Closing Date Date, in the form of attached hereto as Schedule 4.2(c) and duly executed by Sellerthis reference made a part hereof, identifying any representation or warranty stating that is not, or no longer is, the representations and warranties of Seller contained in Section 5.1 of this Agreement are true and correct and explaining the state in all material respects as of facts giving rise to such change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.4(b). If, despite changes or other matters described in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing CertificateDate; (d) deliver to Purchaser an updated Rent Roll, certified by Seller to be true and correct in all material respects. (e) execute and deliver to Purchaser an affidavit duly executed by Seller stating that Seller is not a “foreign person” as defined in the Title Company Federal Foreign Investment in Real Property Tax Act of 1980 and the 1984 Tax Reform Act; (f) join with Purchaser to execute a notice (the “Tenant Notice”) in form and content reasonably satisfactory to Purchaser and Seller, which Purchaser shall send to each tenant under each of the Leases informing such tenant of the sale of the Property and of the assignment to Purchaser of Seller’s interest in, and obligations under, the Leases (including, if applicable any security deposits) and directing that all rent and other sums payable after the Closing under each such Lease shall be paid as set forth in the notice; (g) deliver to Purchaser a closing statement, duly executed by Seller and approved by Purchaser, consistent with the terms of this Agreement; (h) deliver to Purchaser such evidence as Purchaser’s counsel and/or the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (ei) deliver to the Title Company an owner’s affidavit duly executed by the Companya title insurance affidavit, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E duly executed by Seller or a representative of Seller, in form and stating that Seller is not a “foreign person” as defined in content reasonably satisfactory to Purchaser and the Federal Foreign Investment in Real Property Tax Act of 1980Title Company and sufficient for the Title Company to issue the Title Policy; (gj) terminate deliver such additional documents as shall be reasonably requested by the Title Company or cause Purchaser or required to consummate the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such terminationtransaction contemplated by this Agreement; provided, however, that if in no event shall Seller be required to indemnify the Title Company, Purchaser, or any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of party pursuant to any such fees documents, or penalties shall be credited undertake any other material liability not expressly contemplated in this Agreement, unless Seller elects to Seller at Closing or otherwise paid by Purchaserdo so in its sole discretion; (hk) deliver an executed counterpart to Purchaser at the place of Closing Statement; (i) make available to Purchaser, to or at the extent not already providedProperty all keys and access control cards or fobs for the property, the Leases, the Service Contracts and licenses and permits, if any, in the possession of Seller or Seller’s agents, including any originally executed Leases and ContractsService Contracts in Seller’s possession at the Property or otherwise in Seller’s reasonable control, together with such leasing and property files and records located which are material in the property manager’s office for the Property which relate to connection with the continued operation, leasing and maintenance of the Property, but excluding any documents Property and including all items of a confidential nature;Tangible Personal Property or Intangible Personal Property that are in Seller’s possession or control; and (jl) deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys)Property, subject only to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (k) deliver a schedule of Security Deposits currently held by Seller on behalf of the Tenants; and (l) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

Seller’s Obligations at Closing. At Closing, Seller shallshall deliver or caused to be delivered to Purchaser the following documents: (a) deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests General Warranty Deed (the “Assignment and Assumption of Membership InterestsDeed”) in the form attached hereto as Exhibit D“B”, executed and acknowledged by Seller, conveying the 100% of the Interests Premises to Purchaser, free and clear of all encumbrances other than the Permitted Exceptions; (b) deliver to PurchaserXxxx of Sale, not later than five Business Days before the Closing Date, updated Rent Rolls dated not later than 10 Business Days before the Closing Date and on the Closing Date, updated Rent Rolls dated as of the Closing Date; (c) in the event that any representation or warranty of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser a certificate (the “Seller Closing Certificate”), dated as of the Closing Date and duly executed by Seller, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.4(b). If, despite changes or other matters described in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificate; (d) deliver to the Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (e) deliver to the Title Company an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E duly “C”, executed by Seller Seller, conveying the Personal Property to Purchaser; (c) an Owner’s Affidavit in the form required by Title Company to remove the standard exceptions from the Owner and Loan Title Policies, including the “gap”, mechanics liens and parties in possession (except for Tenants in possession as tenants only pursuant to the Leases, and which shall specifically note that such Tenants do not have any rights of first refusal or options to purchase or renew) exceptions and Service Contracts (to the extent the Service Contracts are listed in the Commitment); (d) a Non-Foreign Affidavit stating that Seller is not a “foreign person” as defined person or disregarded entity for purposes of the Internal Revenue Code; (e) possession of the Property together with all keys; (f) all construction plans and as-built drawings of the Premises in the Federal Foreign Investment in Real Property Tax Act of 1980Seller’s possession or control; (g) terminate or cause a Pro-Forma Owner Policy of Title Insurance, substantially in the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration form of the Due Diligence PeriodCommitment, not to assume containing such modifications and deliver to endorsements as Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (h) deliver an executed counterpart to the Closing Statement; (i) make available to Purchaser, to the extent not already provided, the Leases and Contracts, together with such leasing and property files and records located in the property manager’s office for the Property which relate to the continued operation, leasing and maintenance of the Property, but excluding any documents of a confidential nature; (j) deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys)may require, subject only to the Permitted Exceptions, rights of Tenants and terms in the amount of the Contracts; (k) deliver a schedule of Security Deposits currently held by Seller on behalf of the TenantsPurchase Price; and (lh) deliver closing or settlement statements, and such additional documents other documents, instruments, and pay-off letters, if any, as shall may be required by applicable law or as Purchaser, Purchaser’s attorney, Purchaser’s lender or Title Company may reasonably required request in order to consummate effectuate the transaction contemplated by this Agreement.

Seller’s Obligations at Closing. At Closing, Seller shall: (a) deliver to Purchaser a Quitclaim Deeds duly executed Assignment and Assumption of Membership Interests (the “Assignment and Assumption of Membership Interests”) in the form attached hereto as Exhibit DB (collectively, conveying the 100% of “Deed”), pursuant to which Seller sells, assigns, transfers and conveys the Interests Land and Improvements to Purchaser; (b) deliver to Purchaser, not later than five Business Days before Purchaser a duly executed warranty xxxx of sale conveying the Closing Date, updated Rent Rolls dated not later than 10 Business Days before Personal Property to Purchaser in the Closing Date and on form attached hereto as Exhibit C (the Closing Date, updated Rent Rolls dated as “Xxxx of the Closing DateSale”); (c) in the event that any representation or warranty of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser a certificate duly executed assignment and assumption agreement regarding leases, rents, deposits and escrow accounts, in the form attached hereto as Exhibit D (the “Seller Closing CertificateAssignment of Leases”); (d) deliver to Purchaser a duly executed assignment and assumption of the Assumed Agreements and the Intangible Property in the form attached hereto as Exhibit E (the “General Assignment”); (e) deliver to Purchaser a certificate, dated as of the Closing Date and executed on behalf of Seller by a duly executed by Sellerauthorized officer thereof, confirming that the representations and warranties of Seller contained in this Agreement are true and correct in all material respects as of the Closing Date (with appropriate modifications of those representations and warranties made in Section 5.1 hereof to reflect any changes therein including without limitation any changes resulting from actions under Section 5.4 hereof) or identifying any representation or warranty that which is not, or no longer is, true and correct and explaining the state of facts giving rise to such the change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.4(b). If, despite changes or other matters described in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificate; (df) deliver to the Title Company Purchaser such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (e) deliver to the Title Company an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Company; (fg) deliver to Purchaser a certificate in the form attached hereto as Exhibit E duly executed by Seller and stating F certifying that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980; (g) terminate or cause 1980 and the Company to terminate1984 Tax Reform Act, effective together with a corporate excise tax lien waiver on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount behalf of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchasercorporate seller; (h) deliver an executed counterpart to Purchaser such affidavits from Seller as the Closing StatementTitle Company may reasonably require in order to omit from its title insurance policy all exceptions for parties in possession other than under the Leases and mechanic’s liens, along with a gap indemnity; (i) make available deliver to Purchaser, to Purchaser a counterpart of a closing statement (the extent not already provided“Closing Statement”) prepared by the Escrow Agent that sets forth the prorations and credits, the Leases Purchase Price and Contractsother amounts paid and disbursed in accordance with this Agreement; (j) deliver to Purchaser at the Land: (i) the Leases, together with such the leasing and property files and records located which are material in the property manager’s office for the Property which relate to connection with the continued operation, leasing and maintenance of the PropertyLand and Improvements, but excluding any documents if any, in the possession and control of a confidential natureSeller; (jii) all Assumed Agreements, if any, in the possession and control of Seller; (iii) all Licenses and Permits, if any, in the possession and control of Seller; (iv) the Books and Records; and (v) all Security Deposits and other tenant funds held in escrow (to the extent such Security Deposits or other funds are not applied against delinquent rents or otherwise as provided in the Leases) as reflected in the Updated Rent Roll. (k) deliver an updated Rent Roll (the “Updated Rent Roll”) for the Property, dated within five (5) days of the Closing Date, certified by Seller as being true and correct, containing the same type of information as provided in the Rent Roll; (l) join with Purchaser to execute a notice, which Purchaser shall send to each tenant under each of the Leases informing such tenant of the sale of the Property and of the assignment to Purchaser of Seller’s interest in, and obligations under, the Leases (including, if applicable any security deposits) and directing that all rent and other sums payable after the Closing under each such Lease shall be paid as set forth in the notice; (m) deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keyskeys held by Seller or any of Seller’s agents), subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (k) deliver a schedule of Security Deposits currently held by Seller on behalf of the Tenants; and (ln) deliver such additional documents as shall be reasonably required to consummate the transaction expressly contemplated by this Agreement.

Seller’s Obligations at Closing. At Closing, each Seller Entity, with respect to its Respective Property only, shall: (a) 4.2.1 deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests notarized special or limited warranty deed (the “Assignment Deed”), in applicable form attached hereto as EXHIBITS I1 through I4, for the state where the Respective Property is located, conveying the Land and Assumption Improvements which are a part of Membership Intereststhe Respective Property, subject only to the Permitted Exceptions applicable to each Respective Property; 4.2.2 deliver to Purchaser a duly executed xxxx of sale conveying the Tangible Personal Property which is a part of the Respective Property in the form attached hereto as EXHIBIT C; 4.2.3 deliver to Purchaser a duly executed assignment and assumption of leases assigning the landlord/lessor interest in and to the Assigned Leases which are a part of the Respective Property in the form attached hereto as EXHIBIT D; 4.2.4 deliver to Purchaser a duly executed assignment and assumption of contracts and intangible property assigning the Assigned Contracts and the other Intangible Property which are a part of the Respective Property in the form attached hereto as EXHIBIT E; 4.2.5 deliver to Purchaser executed originals of the Required Tenant Estoppels as are in such Seller Entity’s possession or control and which were not previously delivered to Purchaser; 4.2.6 join with Purchaser to execute a notice (the “Tenant Notices”) in the form attached hereto as Exhibit D, conveying the 100% of the Interests EXHIBIT F as to Purchasereach Assigned Lease; (b) deliver to Purchaser, not later than five Business Days before the Closing Date, updated Rent Rolls dated not later than 10 Business Days before the Closing Date and on the Closing Date, updated Rent Rolls dated as of the Closing Date; (c) in the event that any representation or warranty of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Date, 4.2.7 deliver to Purchaser a certificate (the “Seller Closing Certificate”)certificate, dated as of the Closing Date and duly executed by Selleron behalf of such Seller Entity, in the form attached hereto as EXHIBIT G (the “Bring-Down Certificate”) stating that the representations and warranties of such Seller Entity contained in this Agreement are true and correct in all material respects as of the Closing Date (with modifications of those representations and warranties made in Section 5.1 hereof to reflect any changes therein including without limitation any changes resulting from actions under Section 5.4 hereof) or identifying any representation or warranty that which is not, or no longer is, true and correct and explaining the state of facts giving rise to the change (such change. In no event certificate shall Seller be liable expressly state that it is made subject to Purchaser for, or be deemed to be in default hereunder by reason of, any breach the limitations of representation or warranty that results from any change that (i) occurs between the Effective Date survival and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition rights with respect thereof set forth in Section 4.4(b5.3). If, despite changes or other matters described in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificate; (d) 4.2.8 deliver to the Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Sellersuch Seller Entity; (e) 4.2.9 deliver to the Title Company Purchaser an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable such Seller Entity (to the Title Company; (fextent such Seller Entity is not a disregarded entity) deliver to Purchaser or the non-disregarded direct or indirect parent of such Seller Entity if such Seller entity is a certificate in the form attached hereto as Exhibit E duly executed by Seller and disregarded entity, stating that such Seller Entity is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 19801980 and the 1984 Tax Reform Act; 4.2.10 join with Purchaser to execute a notice (gthe “Vendor Notices”) terminate or in the form attached hereto as EXHIBIT H as to each Assigned Contract; 4.2.11 deliver to the Title Company an acceptable form of owner’s affidavit sufficient to cause the Company Title Insurance Policy to terminatebe issued in accordance with this Agreement, effective on or before along with a gap indemnity (if required by the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior Title Company); 4.2.12 deliver to the Expiration Title Company a settlement statement/closing statement setting forth the Allocated Purchase Price and all additions and subtractions thereto made in accordance with the terms and conditions of this Agreement; 4.2.13 deliver to the Title Company any required transfer declarations, sales disclosure forms, change of ownership reports, natural hazard disclosure statements (California), or other declarations as are required under applicable law in connection with a transfer of the Due Diligence PeriodRespective Property, not to assume and each executed by such Seller Entity, reflecting the Allocated Purchase Price for such Property (if required); and 4.2.14 deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred the Parent Guaranty executed by the Company Parent (as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (h) deliver an executed counterpart to the Closing Statement; (i) make available to Purchaser, to the extent not already provided, the Leases and Contracts, together with such leasing and property files and records located terms are defined in the property manager’s office for the Property which relate to the continued operation, leasing and maintenance of the Property, but excluding any documents of a confidential nature; (j) deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keysSection 6.5), subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (k) deliver a schedule of Security Deposits currently held by Seller on behalf of the Tenants; and (l) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

Seller’s Obligations at Closing. At the Closing, Seller shallshall do the following: (a) a. Execute, acknowledge, and deliver to Purchaser a duly executed Postal Service Form “Certificate of Transfer of Title to Leased Property and Lease Assignment and Assumption of Membership Interests Assumption”, along with (the “Assignment and Assumption of Membership Interests”i) in the form attached hereto as Exhibit D, conveying the 100% originals of the Interests to Purchaser; Lease and any amendment, and (bii) deliver to Purchaser, not later than five Business Days before a rent roll for the Closing Date, updated Rent Rolls dated not later than 10 Business Days before the Closing Date and on the Closing Date, updated Rent Rolls dated as of the Closing Date; (c) in the event that any representation or warranty of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser a certificate (the “Seller Closing Certificate”), Property dated as of the Closing Date (only if there is more than one tenant) and duly executed made a part hereof for all purposes and certified by SellerSeller to be true, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Seller be liable complete in all material respects. b. Execute, acknowledge, and deliver to Purchaser fora special or limited warranty deed (or its local equivalent), or be deemed to be as is customary for commercial transactions in default hereunder by reason of, any breach of representation or warranty that results from any change that the jurisdiction where the Land is located (ithe “Deed”) occurs between conveying the Effective Date Land and the Closing Date Improvements to Purchaser, subject only to the exceptions approved by Purchaser during its review of the Title Commitment (the “Permitted Exceptions”). The legal description of the Land conveyed by the Deed shall match the legal description of the Land shown on the Survey, the USPS lease and (ii) is expressly permitted under the terms of this Agreement; providedtax plat map, however, that the occurrence of a change that and if same is not permitted hereunder possible, then such differences must be reconciled prior to Closing Date, provided that any title warranties from Seller in the Deed shall constitute be limited to the non-fulfillment of the condition set forth in Section 4.4(b). If, despite changes or other matters Property as described in the Seller Closing Certificate, deeds conveying the Closing occurs, Property to Seller’s representations . c. Execute and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificate; (d) deliver to the Title Company a certification of non-foreign status of Seller pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. d. Execute and deliver an affidavit that there will be no unpaid bills or claims for labor performed or materials furnished, or contracted to be performed or furnished, upon the Property and to Seller’s actual knowledge that no environmental conditions exist. e. Deliver such evidence organizational and authority documents of Seller as the Title Company may reasonably require in connection with the Closing. f. Execute and deliver such other documents as to the authority of the person or persons executing documents on behalf of Seller; (e) deliver to the Title Company an owner’s affidavit duly executed may reasonably require in connection with the Closing including, without limitation, a closing statement, all transfer tax and conveyance documents and forms, and one (1) or more accurate affidavits regarding debts, liens and possession of the Property. g. Cooperate in the furnishing and delivery by the CompanyTitle Company to Purchaser, in customary form reasonably acceptable at the sole cost of Purchaser and at Purchaser’s discretion, an ALTA owner policy of title insurance issued by the Title Company insuring fee simple title to the Title Company;Property in Purchaser in a face amount equal to the Purchase Price, and containing no exceptions other than the Permitted Exceptions and including such endorsements as may be specified by Purchaser at Purchaser’s sole expense (collectively, the “Policy”). (f) deliver h. Deliver to Purchaser a certificate all keys or other access devices in the form attached hereto as Exhibit E duly executed by actual possession of Seller and stating that Seller is not a “foreign person” as defined to all locks located in the Federal Foreign Investment Property. i. Deliver to Purchaser originals, or, if any originals are not in Real Property Tax Act of 1980; (g) terminate or cause the Company to terminateSeller’s actual possession copies, effective on or before the Closing Datecertified as being true, correct and complete in all Brokerage Agreements and property management agreementsmaterial respects, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence PeriodLease, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Service Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (h) deliver an executed counterpart Warranties, and all plans, governmental approvals, licenses, permits, and other contracts and agreements relating to the Closing Statement; (i) make available to Purchaser, to the extent not already provided, the Leases ownership and Contracts, together with such leasing and property files and records located in the property manager’s office for the Property which relate to the continued operation, leasing and maintenance operation of the Property, but excluding any documents of a confidential nature;. (j) deliver j. Deliver to Purchaser possession copies of the complete building file and occupancy all books and records pertaining to the operation of the Property (including all keys, lock combinations, and pass keys), subject to in the Permitted Exceptions, rights actual possession of Tenants and terms of the Contracts; (k) deliver a schedule of Security Deposits currently held by Seller on behalf of the Tenants; and (l) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this AgreementSeller.

Seller’s Obligations at Closing. At Not less than one business day prior to Closing, Seller shallshall deliver to Title Company: (a) deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests limited warranty deed (the “Assignment and Assumption of Membership InterestsDeed”) in the form attached hereto of Exhibit F or as Exhibit Dotherwise reasonably required by the Title Company, conveying the 100% Land and Improvements, subject only to the Permitted Exceptions; the warranty of title in the Interests Deed will be only as to Purchaserclaims made by, through or under Seller and not otherwise; (b) deliver to Purchaser, not later than five Business Days before two (2) duly executed counterparts of a bill of sale (the Closing Date, updated Rent Rolls dated not later than 10 Business Days before “Bill xx Xale”) in the Closing Date and on the Closing Date, updated Rent Rolls dated as of the Closing Datefoxx xf Exhibit G; (c) in two (2) duly executed counterparts of an assignment and assumption agreement with respect to the event that Leases and any representation or warranty of Seller set forth in Section 3.1 needs to be modified due to changes since security deposits as reasonably agreed upon by the Effective Date, deliver to Purchaser a certificate parties (the “Seller Closing CertificateAssignment of Lease”), dated as of the Closing Date and duly executed by Seller, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.4(b). If, despite changes or other matters described in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificate; (d) deliver for those Service Contracts being assumed subject to the Title Company provisions of Section 3.6, two (2) duly executed counterparts of an assignment and assumption agreement with respect to the Service Contracts, License, Intangibles and the Intellectual Property, in the form of Exhibit H (the “Assignment of Service Contracts, Licenses, Intangibles and Intellectual Property”); (e) for those Service Contracts being terminated, two (2) duly executed counterparts of a termination agreement with respect to the Service Contracts; (f) two (2) duly executed counterparts of a notice in the form of Exhibit I which Buyer shall send to the tenants informing them of the sale of the Property and of the assignment to Buyer of Seller's interest in, and obligations under, the Leases (including any security deposits) and directing that all rent and other sums payable after the Closing under the Leases shall be paid as set forth in the notice (the “Notice Letter to Tenants”); (g) such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (eh) deliver to the Title Company an owner’s affidavit two (2) duly executed by the Company, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E duly executed counterparts of an affidavit by Seller and stating that Seller is not a “"foreign person” " as defined in the Federal Foreign Investment in Real Property Tax Act of 1980; 1980 and the 1984 Tax Reform Act in the form of Exhibit J (g) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (h) deliver an executed counterpart to the Closing Statement“FIRPTA Affidavit”); (i) make available to Purchaserthe Leases, to Service Contracts and Licenses, if any, in the extent not already provided, the Leases and Contractspossession of Seller or Seller's agents, together with such leasing and property files and records located which are material in the property manager’s office for the Property which relate to connection with the continued operation, leasing and maintenance of the Property, but excluding any documents of a confidential natureProperty which will remain at the Property on the Closing Date; (j) Seller shall use commercially reasonable efforts deliver an estoppel certificate to Purchaser possession the tenant under the lease between Seller and occupancy Asian Mill, Inc. (“Asian Mill”), as more particularly described on Exhibit C attached hereto (the “Asian Mill Lease”) in a form reasonably satisfactory to Buyer and its lender (the “Estoppel Certificate”). Within twenty (20) days from the Effective Date, Buyer may provide Seller with a different form of the Property (including all keysEstoppel Certificate, lock combinations, and pass keys), subject unless such form is contrary to the Permitted Exceptions, rights of Tenants and terms of said lease, in which event Seller shall deliver an Estoppel Certificate consistent with said lease or as set forth in Exhibit K. Seller shall deliver the Contracts;Estoppel Certificate to Asian Mill and provide Buyer with contact information for Asian Mill. If no form of estoppel certificate is delivered to Seller by Buyer as provided above, then Seller shall deliver an Estoppel Certificate to Asian Mill consistent with its lease or as set forth in Exhibit K. Seller shall cooperate with Buyer in trying to obtain an executed Estoppel Certificate, but it shall be the responsibility of Buyer to obtain the executed Estoppel Certificate. In no event shall the Estoppel Certificate be dated earlier than twenty (20) days prior to Closing. (k) Seller shall deliver a schedule of Security Deposits currently held by subordination, non-disturbance and attornment agreement (“SNDA”) to the Asian Mill in a form reasonably satisfactory to Buyer and its lender. Within twenty (20) days after the Effective Date, Buyer may provide Seller on behalf with a form of the Tenants; andSNDA to be executed by Asian Mill, unless such form is contrary to the terms of said lease, in which event Seller shall deliver a SNDA consistent with said lease. Seller shall deliver the SNDA to Asian Mill and provide Buyer with contact information of Asian Mill. Seller shall cooperate with Buyer in trying to obtain an executed SNDA from Asian Mill, but it shall be the responsibility of Buyer to obtain the executed SNDA. In no event shall the SNDA be dated earlier than twenty (20) days prior to Closing. (l) deliver such additional documents as shall be reasonably required to consummate the transaction expressly contemplated by this Agreement; (m) certificate(s) or registration of title for any vehicle owned by Seller and used in connection with the Property; (n) a reconciliation agreement for operating costs under the Leases, as applicable; (o) such agreements, affidavits or other documents as may be required by the Title Company to issue the title policy to Buyer subject only to the Permitted Title Exceptions and to eliminate such standard exceptions and to issue such endorsements thereto which may be eliminated and issued under applicable State law and which are customarily required by institutional investors purchasing property comparable to the Property; and (p) a closing statement ("Closing Statement") reflecting the Purchase Price and the adjustments and prorations required hereunder and the allocation of income and expenses required hereby. At the Closing, Seller shall deliver to Buyer possession and occupancy of the Property subject to the Permitted Exceptions. Buyer shall cooperate with Seller for a period of seven (7) years after the Closing in case of Seller's need in response to any legal requirements, tax audits, tax return preparation or litigation threatened or brought against Seller, by allowing Seller and its agents or representatives access, upon reasonable advance notice (which notice shall identify the nature of the information sought by Seller), at all reasonable times to examine and make copies of any and all instruments, files and records, which right shall survive the Closing. In the event that either the Estoppel Certificate or SNDA referenced in this Section 4.2 above is not executed and an original provided by Asian Mill under its lease between Seller and Asian Mill, Inc. by the date of Closing, or either is not acceptable to Buyer or its lender, then Buyer may, at its option: (i) terminate this Agreement after ten (10) day written notice to Seller during which time Seller may attempt xx xxxxxxx an Estoppel Certificate or SNDA under said lease, as applicable, acceptable to Buyer, and upon such termination, the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended) shall be returned to Buyer and thereupon, neither party shall have any further obligation or liability to the other (except for any obligations that specifically survive termination under this Agreement); or (ii) accept the Estoppel Certificate and SNDA in their existing condition or waive the requirements for the Estoppel Certificate and SNDA and proceed to Closing, in which case Seller and Buyer shall remain obligated to perform pursuant to the terms of this Agreement with no reduction of Purchase Price; or (iii) extend the Closing Date for a period not to exceed fifteen (15) days, during which time Buyer shall use its best efforts to obtain an acceptable Estoppel Certificate and SNDA, and if the Estoppel Certificate and SNDA acceptable to Buyer are not obtained within this extension period, then Buyer may exercise its options in (i) or (ii) above. Notwithstanding anything to the contrary contained in this Agreement, in no event shall Seller be in default of this Agreement for failure to provide an Estoppel Certificate or SNDA .

Seller’s Obligations at Closing. At ClosingOn the Closing Date, Seller shallshall deliver in escrow to the Escrow Agent the following: (a) deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests (the “Assignment and Assumption of Membership Interests”) acknowledged special warranty deed in the form attached hereto as Exhibit D, conveying B (the 100% of "Deed") subject only to the Interests to PurchaserPermitted Exceptions; (b) deliver a duly executed xxxx of sale and assignment in the form attached hereto as Exhibit C (the "Xxxx of Sale and Assignment"); (c) a notice (the "Tenant Notice"), which Purchaser shall send to the tenant under each of the Leases promptly after the Closing, informing such tenant of the transactions contemplated herein in a form reasonably acceptable to Seller and Purchaser; (d) A certificate certifying that all of the representations, not later than five Business Days before the Closing Date, updated Rent Rolls dated not later than 10 Business Days before the Closing Date warranties and on the Closing Date, updated Rent Rolls dated covenants made by Seller in this Agreement continue to be true and correct in all materials respects as of the Closing Date; (ce) in the event that any representation duly completed and signed real estate transfer tax declarations and other state, county or warranty of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Datemunicipal law, deliver to Purchaser a certificate (the “Seller Closing Certificate”), dated as of the Closing Date and duly executed by Seller, identifying any representation code or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.4(b). If, despite changes or other matters described in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificateordinance disclosures; (df) deliver to the Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (eg) deliver to the Title Company an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E D duly executed by Seller and stating that Seller is not a “"foreign person” " as defined in the Federal Foreign Investment in Real Property Tax Act of 1980; 1980 (g) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser"FIRPTA"); (h) deliver an executed counterpart such affidavits or documents as may be customarily and reasonably required by the Title Company in order to issue the Closing StatementTitle Policy, in a form reasonably acceptable to Seller; (i) make available to Purchaser, to a closing and proration statement (the extent not already provided, the Leases and Contracts, together with such leasing and property files and records located in the property manager’s office for the Property which relate to the continued operation, leasing and maintenance of the Property, but excluding any documents of a confidential nature"Closing Statement"); (j) deliver notices to Purchaser possession and occupancy of vendors under the Property (including all keysAssumed Operating Agreements, lock combinations, and pass keys), subject to if required by the Permitted Exceptions, rights of Tenants and terms of the Contractssuch Assumed Operating Agreements; (k) deliver either (x) a schedule certificate issued by the Illinois Department of Security Deposits currently held Revenue stating that the withholding obligations under Section 9.02(d) do not apply, (y) or an indemnification in form as satisfactory to Purchaser that indemnifies, defends and holds harmless Purchaser with respect to all liabilities which may be imposed upon Purchaser as a result of Section 9.02(d), any Seller's state sales and use tax and unemployment insurance tax liability (the "Tax Indemnity"); (1) the ASIC Lease executed by Seller on behalf and the guaranty of the Tenants; and (l) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated ASIC Lease executed by this Agreement.Atlas;

Seller’s Obligations at Closing. At the Closing, SHR, DTRS and/or SHR Z (as applicable) shall deliver to Title Company, or shall cause to be delivered to the Title Company (or to such other person or entity as the Purchaser and Seller shall:may agree): (a) deliver to Purchaser a duly executed Assignment and Assumption notarized deeds, in the form of Membership Interests Exhibit D-1 with the necessary changes to reflect the correct Seller (the “Deed”), conveying the Hotel Fee Component and the Vacant Land, subject to the Permitted Exceptions; (b) four (4) duly executed and notarized counterparts from SHR of an assignment and assumption of the Ground Lease in the form of Exhibit D-2 (the “GL Assignment”); (c) four (4) duly executed counterparts from SHR and DTRS of a xxxx of sale in the form of Exhibit E (the “Xxxx of Sale”); (d) four (4) duly executed counterparts from SHR and DTRS of an assignment and assumption agreement with respect to the Leases in the form of Exhibit F (the “Assignment and Assumption of Membership InterestsLeases”); (e) four (4) duly executed counterparts from SHR and DTRS of an assignment and assumption agreement with respect to the Operating Agreements, the Licenses, Equipment Leases, other Intangibles, the Intellectual Property, the Books the Reservations, Reservation Deposits, and all other assets and liabilities shown on the Balance Sheet, in the form attached hereto as of Exhibit DG (the “Assignment and Assumption – General”); (f) a certificate or registration of title for any owned vehicle or other Personal Property included in the Property which requires such certification or registration, duly executed, conveying the 100% of the Interests such vehicle or such other Personal Property to Purchaser; (bg) deliver notices duly executed by DTRS in form set forth as Exhibit H which Purchaser shall send to Purchasertenants informing them of the sale of the Property and of the assignment to Purchaser of Seller’s interest in, not later than five Business Days before and obligations under, the Leases (including, if applicable any security deposits) and directing that all rent and other sums payable after the Closing Date, updated Rent Rolls dated not later than 10 Business Days before under the Closing Date and on Leases shall be paid as set forth in the Closing Date, updated Rent Rolls dated as of notice (the Closing Date“Tenant Notices”); (ch) in the event that any representation or warranty of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser a certificate four (the “Seller Closing Certificate”), dated as of the Closing Date and 4) duly executed by Seller, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state counterparts of facts giving rise to such change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.4(b). If, despite changes or other matters described in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificate; (d) deliver to the Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (e) deliver to the Title Company an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E duly executed by Seller and affidavits stating that Seller neither SHR nor SHR Z is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980; 1980 and the 1984 Tax Reform Act in the form of Exhibit I (g) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (h) deliver an executed counterpart to the Closing Statement“FIRPTA Affidavit”); (i) make available to Purchaser, four (4) duly executed counterparts from DTRS of an assignment and assumption agreement with respect to the extent not already providedHotel Agreements in the form of Exhibit J (the “Assignment of Hotel Agreements”); (j) four (4) duly executed counterparts from SHR Advisory, L.L.C., a Delaware limited liability company of an Asset Management Agreement in the form of Exhibit K (the “Asset Management Agreement”); (k) four (4) duly executed counterparts from SHR Scottsdale Investor LLC, a Delaware limited liability company (“SHR Investor”) of the agreement governing the rights and obligations of the parties with respect to the Master Partnership in the form of Exhibit L-1 (the “Master Partnership Agreement”) and SHR Investor shall contribute its initial Capital Contribution (as defined in the Master Partnership Agreement) as set forth in Section 4.01 of the Master Partnership Agreement; (l) four (4) duly executed counterparts from SHC DTRS, Inc., a Delaware corporation, of the agreement governing the rights and obligations of the parties with respect to the New Operating Tenant in the form of Exhibit L-2 (the “New Operating Tenant Agreement”); (m) duly executed and notarized (as applicable) counterparts of assignment and assumption agreements with respect to the Mortgage Indebtedness, in such form or forms as the Lender may require (collectively, the Leases “Assignment of Mortgage Indebtedness”); (n) duly executed counterparts of an assignment and Contractsassumption agreement from the Mezzanine Borrower with respect to the Mezzanine Indebtedness (collectively, the “Assignment of Mezzanine Indebtedness”); (o) the Leases, Operating Agreements and Licenses, if any, in the possession of Seller or Seller’s agents (over whom Seller has control), together with such leasing and property files and records located which are material in the property manager’s office for the Property which relate to connection with the continued operation, leasing and maintenance of the PropertyProperty which, but excluding any documents at Purchaser’s election, may be delivered outside of a confidential natureEscrow on the Closing Date; (jp) deliver a Balance Sheet updated as of no more than three (3) business days prior to Purchaser possession and occupancy Closing; (q) such evidence as the Title Company may reasonably require to issue the Title Policy including, without limitation, signed releases of the Property (including all keysrecorded documents, lock combinations, and pass keys), subject to the other than Permitted Exceptions, rights of Tenants and terms as to the authority of the Contracts; (k) deliver a schedule of Security Deposits currently held by Seller person or persons executing documents on behalf of the TenantsSeller; and (lr) deliver such additional documents as shall be reasonably required to consummate the transaction expressly contemplated by this Agreement. At the Closing, Seller shall deliver to Purchaser possession and occupancy of the Property, subject to the Hotel Agreements and the other Permitted Exceptions. Purchaser shall cooperate with Seller for a period of five (5) years after the Closing in case of Seller’s need in response to any legal requirements, tax audits, tax return preparation or litigation threatened or brought against Seller, by allowing Seller and its agents or representatives access, upon reasonable advance notice (which notice shall identify the nature of the information sought by Seller), at all reasonable times to examine and make copies of any and all applicable instruments, files and records delivered to Purchaser by Seller at Closing, which right shall survive the Closing.

Seller’s Obligations at Closing. At Closing, Seller shall: (a) deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests Special Warranty Deed (the “Assignment and Assumption of Membership InterestsDeed”) in the form of Exhibit C attached hereto as and made a part hereof for all purposes, executed and acknowledged by Seller and in recordable form, it being agreed that the conveyance effected by the Deed shall be subject to the Permitted Exceptions, set forth on Exhibit DO and those subsequently added pursuant to Sections 2.5(c) and 2.8 above, conveying provided that Seller shall certify the 100% rent roll to the Title Company in order for the Title Company to remove the “rights of tenants in possession” exception, except for the Interests to Purchasernamed Leases; (b) deliver to Purchaser, not later than five Business Days before Purchaser a Xxxx of Sale in the Closing Date, updated Rent Rolls dated not later than 10 Business Days before form of Exhibit D attached hereto and made a part hereof for all purposes (the Closing Date and on the Closing Date, updated Rent Rolls dated as “Xxxx of the Closing DateSale”) executed by Seller; (c) join with Purchaser in the event that any representation or warranty execution of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser a certificate (the “Seller Closing Certificate”), dated as an Assignment of the Closing Date Leases and duly executed by Seller, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.4(b). If, despite changes or other matters described Security Deposits in the Seller Closing Certificate, the Closing occurs, Seller’s representations form of Exhibit E attached hereto and warranties set forth in this Agreement shall be deemed to have been modified by made a part hereof for all statements made in the Seller Closing Certificatepurposes; (d) join with Purchaser in the execution of an Assignment and Assumption of Intangible Property and Other Rights in the form of Exhibit F attached hereto and made a part hereof for all purposes; (e) join with Purchaser in the execution of letters to tenants at the Real Estate in the form of Exhibit G attached hereto and made a part hereof for all purposes; (f) deliver to Purchaser an affidavit sworn by an officer of Seller in the Title Company form of Exhibit H attached hereto and made a part hereof for all purposes (the “FIRPTA Affidavit”), or in such other form as may be prescribed by federal regulations; (g) deliver to Purchaser such tenant estoppel certificates (as described in Section 5.5(a) hereof) as are in the possession of Seller; (h) deliver to Purchaser possession of the Property; and (i) deliver to Escrow Agent such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (e) deliver to Seller and such other documents reasonably required by the Title Company an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E duly executed by Seller and stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980; (g) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (hsettlement statement) deliver an executed counterpart to the Closing Statement; (i) make available to Purchaser, to the extent not already provided, the Leases and Contracts, together with such leasing and property files and records located in the property manager’s office for the Property which relate to the continued operation, leasing and maintenance of the Property, but excluding any documents of a confidential nature; (j) deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys), subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (k) deliver a schedule of Security Deposits currently held by Seller on behalf of the Tenants; and (l) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by described in this Agreement.

Seller’s Obligations at Closing. At Closing, Seller shall: (a) deliver to Purchaser a duly executed Assignment bargain and Assumption of Membership Interests sale deed without covenant against grantor's acts (the “"Deed"), in proper statutory short form for recording, and shall contain the covenant required by Section 13 of the New York Lien Law, in the form attached hereto as Exhibit E conveying the Units, together with the undivided percentage interests in the common elements of the Condominium, and any easements appurtenant to the Units as set forth in the Declaration, subject only to the Permitted Exceptions. At Seller's option, and for convenience, Seller may omit from the Deed the recital of any or all of the "subject to" clauses herein contained and/or any other title exceptions, defects or objections which have been waived by Purchaser in accordance with the terms of this Agreement, or consented to in writing by Purchaser, but the same shall nevertheless survive delivery of the Deed. The terms of the immediately preceding sentence shall survive the Closing; (b) deliver to Purchaser a duly executed xxxx of sale (the "Xxxx of Sale") conveying the Personal Property, if any, without warranty of title or use and without warranty, express or implied, as to merchantability and fitness for any purpose and in the form attached hereto as Exhibit F; (c) assign to Purchaser, and Purchaser shall assume, the landlord/lessor interest in and to the Leases, Rents and Security Deposits, and any and all obligations to pay leasing commissions and finder's fees with respect to the Leases and amendments, renewals and expansions thereof, to the extent provided in Section 4.4(b)(v) hereof, by duly executed assignment and assumption agreement (the "Assignment and Assumption of Membership Interests”Leases") in the form attached hereto as Exhibit DG pursuant to which (i) Seller shall indemnify Purchaser and hold Purchaser harmless from and against any and all claims pertaining thereto arising prior to Closing and (ii) Purchaser shall indemnify Seller and hold Seller harmless from and against any and all claims pertaining thereto arising from and after the Closing, conveying including without limitation, claims made by tenants with respect to tenants' Security Deposits to the 100% extent paid, credited or assigned to Purchaser. In no event shall the Assignment of Leases assign any right, title or interest of Seller in and to the Works of Art or the right to display such Works of Art, and the Assignment of Leases shall exclude any rights of Seller which the Net Lease expressly provides are personal to Seller; (d) to the extent assignable, assign to Purchaser, and Purchaser shall assume, Seller's interest in the Operating Agreements and the other Intangibles by duly executed assignment and assumption agreement (the "Assignment of Contracts") in the form attached hereto as Exhibit H pursuant to which (i) Seller shall indemnify Purchaser and hold Purchaser harmless from and against any and all claims pertaining thereto arising prior to Closing and (ii) Purchaser shall indemnify Seller and hold Seller harmless from and against any and all claims pertaining thereto arising from and after the Closing; (e) join with Purchaser to execute a notice (the "Tenant Notice") in the form attached hereto as Exhibit I, which Purchaser shall send to each tenant under each of the Interests Leases promptly after the Closing, informing such tenant of the sale of the Property and of the assignment to Purchaser of Seller's interest in, and obligations under, the Leases (including, if applicable, any Security Deposits), and directing that all Rent and other sums payable after the Closing under each such Lease be paid as set forth in the Tenant Notice and join with Purchaser to execute a notice (the "NYC Notice") in the form attached hereto as Exhibit I-1, which Seller shall send to the City of New York, Department of Transportation (the "NYCDOT") promptly after the Closing, informing the NYCDOT of the sale of the Property and of the assignment to Purchaser of Seller's interest in, and obligations under, the Revocable Consents, including the security fund deposited thereunder) and requesting that the NYCDOT consent to such assignment or alternatively, issue new Revocable Consents to the Purchaser; (bf) deliver to Purchaser, not later than five Business Days before the Closing Date, updated Rent Rolls dated not later than 10 Business Days before the Closing Date and on the Closing Date, updated Rent Rolls dated as of the Closing Date; (c) in In the event that any representation or warranty of Seller set forth in Section 3.1 made herein needs to be modified due to changes since the Effective Date, deliver to Purchaser a certificate (the “Seller Closing Certificate”)certificate, dated as of the date of Closing Date and executed on behalf of Seller by a duly executed by Sellerauthorized officer thereof, identifying any representation or warranty that which is not, or no longer is, true and correct and explaining the state of facts giving rise to such the change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that which results from any change that (i) occurs between the Effective Date and the date of Closing Date and (ii) is expressly permitted under the terms of this Agreement, or (ii) occurs between the Effective Date and the date of the Closing and is beyond the reasonable control of Seller to prevent; provided, however, that the occurrence of a change that which is not permitted hereunder shall or is beyond the reasonable control of Seller to prevent shall, if materially adverse to Purchaser, constitute the non-fulfillment of the condition set forth in Section 4.4(b). If4.6(b) hereof; if, despite changes or other matters described in the Seller Closing Certificatesuch certificate, the Closing occurs, Seller’s 's representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificatesuch certificate; (dg) deliver to the Title Company Purchaser such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (e) deliver to the Title Company an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Company; (fh) deliver to Purchaser a certificate in the form attached hereto as Exhibit E J duly executed by Seller and stating that Seller is not a “"foreign person” " as defined in the Federal Foreign Investment in Real Property Tax Act of 1980; (gi) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; originals (h) deliver an executed counterpart to the Closing Statement; (i) make available to Purchaser, to the extent originals are in Seller's possession, or photocopies if originals are not already provided, in Seller's possession) of the Leases and Contractsthe Operating Agreements, together with such leasing and property files and records located in at the Property or the property manager’s 's office for the Property which relate to are material in connection with the continued operation, leasing and maintenance of the Property, but excluding any documents of a confidential natureConfidential Documents; (j) deliver such affidavits as may be customarily and reasonably required by the Title Company, in a form reasonably acceptable to Seller; (k) deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys)Property, subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (kl) execute a closing statement acceptable to Seller; (m) deliver a schedule of Security Deposits currently held by Seller on behalf of to Purchaser the TenantsBoard Resignation Letters (as hereinafter defined); and (ln) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

Seller’s Obligations at Closing. At Closing, Seller shall: (a1) deliver to Purchaser a duly executed Assignment and Assumption special warranty deed with a covenant of Membership Interests further assurances in recordable form (the “Assignment "Deed"), conveying the Land and Assumption Improvements, subject only to the Permitted Exceptions; (2) deliver to Purchaser a duly executed xxxx of Membership Interests”sale conveying the Personal Property without warranty of title or use and without warranty, expressed or implied, as to merchantability and fitness for any purpose; (3) deliver to Purchaser all original Leases and Lease files (or complete copies of such Leases or other documents where such documents are not in Seller's, Lend Lease's (as defined below) or Seller's management company's possession) and assign to Purchaser, and Purchaser shall assume from and after Closing, the landlord/lessor interest in and to the Leases by duly executed assignment and assumption agreement in the form attached hereto to this agreement as Exhibit D, conveying the 100% of the Interests to PurchaserF; (b4) deliver to Purchaser all original Operating Agreements as well as all other documents referred to herein (or complete copies of such Operating Agreements or other documents where such documents are not in Seller's or Seller's management company's possession) and to the extent assignable, assign to Purchaser, not later than five Business Days before and Purchaser shall assume from and after Closing, Seller's interest in the Closing Date, updated Rent Rolls dated not later than 10 Business Days before Operating Agreements and the Closing Date other Intangibles by duly executed assignment and on the Closing Date, updated Rent Rolls dated as of the Closing Dateassumption agreement; (c5) deliver to Purchaser all original Tenant Estoppels (as such term is defined in Section 5.4(b) hereof) as are in Seller's possession. Notwithstanding anything contained in this Agreement to the contrary, in no event shall Seller be liable to Purchaser for, or deemed to be in default hereunder by reason of, its failure to obtain any Tenant Estoppel which Seller is required to deliver to Purchaser pursuant to Section 5.4(b) (it being understood, however, that any representation or warranty such failure shall constitute a non-fulfillment of Seller a condition precedent to Purchaser's obligation to close hereunder and Purchaser's remedies shall be as set forth in Section 3.1 needs this Agreement); (6) join with Purchaser to execute (i) a notice in form and content reasonably satisfactory to Purchaser and Seller which Purchaser shall send to each tenant under each of the Leases (A) informing such tenant of the sale of the Property and of the assignment to Purchaser of Seller's interest in, and obligations under, the Leases (including, if applicable any security deposits) effective from and after the Closing, and (B) directing that all rent and other sums payable after the Closing under each such Lease shall be modified due paid as set forth in the notice, and (ii) a notice in form and content reasonably satisfactory to changes since Purchaser and Seller which Purchaser shall send to each vendor under each of the Effective DateOperating Agreements in effect at Closing informing such vendor of the sale of the Property and of the assignment to Purchaser of Seller's interest in, and obligations under, the Operating Agreements and directing that all sums payable after the Closing under each such Operating Agreement shall be paid as set forth in the notice; (7) deliver to Purchaser a certificate (the “Seller Closing Certificate”)certificate, dated as of the date of Closing Date and executed on behalf of Seller by a duly executed by Sellerauthorized officer thereof, stating that the representations and warranties of Seller contained in Section 5.1 hereof are true and correct in all material respects as of the date of Closing (with appropriate modifications of those representations and warranties made in Section 5.1 hereof to reflect any changes therein including without limitation any changes resulting from actions under Section 5.4 hereof) or identifying any representation or warranty that which is not, or no longer is, true and correct and explaining the state of facts giving rise to such the change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that which results from any change that (i) occurs between the Effective Date and the date of Closing Date and (ii) is (A) expressly permitted under the terms of this AgreementAgreement or (B) beyond the reasonable control of Seller to prevent; provided, however, that the occurrence of a change that which is not expressly permitted hereunder in this Agreement shall constitute the a non-fulfillment fulfilment of the a condition precedent to Purchaser's obligations to close under this Agreement, and Purchaser's remedies shall be as set forth in Section 4.4(b)this Agreement. If, despite changes or other matters described in such certificate, Purchaser proceeds to the Seller Closing Certificate, and the Closing occurs, then Seller’s 's representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificatesuch certificate; (d) 8) deliver to the Title Company Purchaser such evidence as Purchaser's counsel and/or the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (e9) deliver to the Title Company Purchaser an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E duly executed by Seller and stating that Seller is not a “"foreign person” " as defined in the Federal Foreign Investment in Real Property Tax Act of 19801980 and the 1984 Tax Reform Act; (g10) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence the Leases, Operating Agreements, Environmental Documents (as defined below) and licenses and permits, if any, in the possession of each such termination; provided, however, that if any termination fees Seller or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (h) deliver an executed counterpart to the Closing Statement; (i) make available to Purchaser, to the extent not already provided, the Leases and ContractsSeller's agents, together with such all leasing and property files and records located in the property manager’s office for the Property which relate to connection with the continued operation, leasing and maintenance of the Property, but excluding to the extent not previously delivered to Purchaser. Purchaser shall cooperate with Seller for a period of seven (7) years after Closing in case of Seller's need in response to any documents tax audit, tax return preparation or litigation threatened or brought against Seller, by allowing Seller and its agents or representatives access, upon reasonable advance notice (which notice shall identify the nature of a confidential naturethe information sought by Seller), and at reasonable times to examine and make copies of any and all instruments, files and records related to the period of Seller's ownership of the Property and which Seller has delivered to Purchaser at Closing, which right shall survive the Closing; (j11) deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys)Property, subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (k) deliver a schedule of Security Deposits currently held by Seller on behalf of the Tenants; and (l12) deliver such additional documents as shall be reasonably required to consummate the transaction expressly contemplated by this Agreement, which additional documents may include transfer and recordation tax declarations and other tax certificates; and (13) deliver an affidavit (and such other documents or instruments reasonably required by the Title Company) executed by Seller (and in form and substance reasonably satisfactory to Seller and Seller's counsel) (i) certifying against any work done or supplies delivered to the Property which might be grounds for a materialman's or mechanic's lien under or pursuant to applicable law, in form sufficient to enable the Title Company to delete any exception to any such lien, and (ii) which the Title Company may require to eliminate the pre-printed standard exceptions in the Title Policy; (14) deliver such transfer and other tax declarations and returns and information returns, duly executed and sworn to by Seller as may be required of Seller by law in connection with the conveyance of the Property to Purchaser (including, but not limited to, Internal Revenue Service forms, if required); (15) execute a closing statement setting forth the Purchase Price and all adjustments and prorations; (16) deliver an updated Schedule 4.4(b)(8) (delinquent rents); (17) deliver an updated Schedule 5.1(s) (Rent Roll); (18) deliver to Purchaser any letters of credit given by Tenants as Security Deposits, and if requested by Purchaser, Seller shall execute such transfer instruments in form and substance as may be required by the issuer of such letters of credit in connection with the transfer of such letters of credit to Purchaser; and (19) such other documents as are required under this Agreement to be delivered by Seller at Closing.

Seller’s Obligations at Closing. At Closing, Closing Seller shall: (a) Execute, acknowledge and deliver to Purchaser a duly executed Assignment Special Warranty Deed conveying the Property (and Assumption of Membership Interests all appurtenances described in Section 1.1) to Purchaser subject only to the Permitted Exceptions (the “Assignment and Assumption of Membership Interests”) "Deed"). The Deed shall be in recordable form with all required documentary stamps in the form attached hereto as Exhibit D, conveying the 100% of the Interests to Purchaser;proper amount affixed. (b) Execute and deliver to Purchaser, not later than five Business Days before Purchaser an assignment of all the Closing Date, updated Rent Rolls dated not later than 10 Business Days before the Closing Date leases then in effect between Seller and all tenants on the Closing DateProperty and deliver to Purchaser all security deposits, updated Rent Rolls dated as pet deposits and advance rentals (together with interest thereon, if any,) in accordance with the requirements of Section 83.49(7) of the Florida Statutes. The assignment shall contain cross indemnifications so that Purchaser shall hold Seller harmless for any liability arising under the leases subsequent to Closing Date;and Seller shall hold Purchaser harmless for any liability arising under the leases prior to Closing. (c) in the event that any representation or warranty of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Date, Execute and deliver to Purchaser a certificate (xxxx of sale with affidavit of title to the “Seller Closing Certificate”), dated as of the Closing Date Personal Property and duly executed by Seller, identifying any representation or warranty that is not, or no longer is, true all furnishings and correct and explaining the state of facts giving rise to such change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.4(b). If, despite changes or other matters described in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth fixtures included in this Agreement shall be deemed to have been modified by sale, but providing that all statements made of such property is transferred in the Seller Closing Certificate;"as is" condition. (d) Execute and deliver to Purchaser an assignment of all the Contracts and Permits, except as to contracts which Purchaser elects to have terminated pursuant to Section 2.5 above. (e) Deliver to the Title Company such evidence as the Title Company may reasonably require as satisfactory to the authority of the person or persons executing documents on behalf it of Seller;'s authority to execute and deliver the documents reasonably necessary to consummate this transaction. (ef) deliver Deliver to the Title Company and to the Purchaser an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable of possession and no liens satisfactory to the Title Company;Company so as to cause the Title Company to remove the mechanics' lien and parties in possession standard exceptions from the Title Commitment (subject to exception for tenants holding under unrecorded leases). (fg) deliver Deliver to the Title Company all other documents required under the Title Commitment to permit the Title Company to issue its policy to the Purchaser subject only to the Permitted Exceptions. (h) Deliver to Purchaser a certificate in that the form attached hereto as Exhibit E duly executed by Seller and stating that Seller is not a “foreign person” as defined person in accordance with Section 1445 of the Federal Foreign Investment in Real Property Tax Act of 1980;Internal Revenue Code. (gi) terminate Deliver to Purchaser originals (if available) or cause the Company to terminate, effective on or before the Closing Date, copies (if originals are not available) of all Brokerage Agreements licenses and property management agreements, as well as any Contracts which Purchaser elects, on or prior permits applicable to the Expiration of the Due Diligence Period, not to assume Property and execute and deliver to Purchaser evidence of each such termination; providedany application, however, that if any termination fees transfer form or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited notification given to Seller at Closing or otherwise paid by Purchaser; (h) deliver an executed counterpart Purchaser necessary to effect the Closing Statement; (i) make available transfer to Purchaser, to the extent not already provided, the Leases and Contracts, together with such leasing and property files and records located in the property manager’s office for the Property which relate to the continued operation, leasing and maintenance Purchaser of the Property, but excluding any documents of a confidential nature;all applicable permits. 8 (j) Execute and deliver to Purchaser possession and occupancy the Escrow Agent a letter advising tenants under the Leases of the Property (including all keys, lock combinations, and pass keys), subject to the Permitted Exceptions, rights of Tenants and terms change in ownership of the Contracts;Property. (k) Execute and deliver a schedule of Security Deposits currently held by Seller on behalf of to Purchaser and the Tenants; and (l) deliver such additional Escrow Agent the closing statement and any other documents as shall be reasonably required by the Escrow Agent to consummate the transaction contemplated by this Agreement. (l) Deliver to Purchaser evidence of termination of the property management agreement for the Property, and any other service contracts, equipment lease or other similar contract, lease or business arrangements to be terminated pursuant to Section 2.5 above.

Seller’s Obligations at Closing. At the Closing, Seller shallhas executed (if appropriate) and delivered to Buyer, at Seller's sole cost and expense (except as otherwise provided in this Section), the following: (a1) deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests acknowledged Grant Deed (the “Assignment and Assumption of Membership Interests”"Deed") substantially in the form of that attached hereto as Exhibit D, conveying the 100% of the Interests to PurchaserE; (b2) deliver a commitment (in the form of a Pro-Forma Title Policy) by the Title Company to Purchaserissue an ALTA Extended Coverage Owner's Policy of Title Insurance (the "ALTA Title Policy") which shall have an insured amount at least equal to the full amount of the Sales Price, not later than five Business Days before the Closing Date, updated Rent Rolls dated not later than 10 Business Days before the Closing Date and on the Closing Date, updated Rent Rolls shall be dated as of the Closing Date, shall include the endorsements set forth in the Exhibit G attached hereto, and shall insure Buyer's fee simple title to the Land and Improvements to be good and indefeasible subject only to the following exceptions (the "Permitted Exceptions"): (i) the standard printed exceptions set forth in the ALTA Title Policy; (ii) general and special real property taxes and assessments for the current tax year; and (iii) the exceptions identified on Exhibit H attached hereto; (c3) in possession of the event that any representation or warranty Improvements and Land, subject only to the Permitted Exceptions and Seller's rights under the Lease (as defined below); (4) four (4) original counterparts of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser a certificate lease agreement (the “"Lease") by and between Seller, as tenant, and Buyer, as landlord, pursuant to which Seller Closing Certificate”), dated as will lease all of the Closing Date and duly executed by current buildings located on the Land (the form of the Lease is attached hereto as Exhibit B); (5) a non-foreign affidavit in substantially the form of that attached hereto as Exhibit D; (6) to the extent in Seller, identifying any representation 's possession or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason ofunder its control, any breach and all then existing keys, access cards and combinations necessary to gain access to all portions of representation or warranty that results from any change that the Improvements and Land; and (i7) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of such other documents as may be reasonably required to close this Agreementtransaction, duly executed; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.4(b). If, despite changes or any other matters described in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement conveyance documents reasonably requested by Buyer shall be deemed to have been modified by all statements made in the Seller Closing Certificate; (d) deliver without recourse or warranty and without any representations with respect to the Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (e) deliver to the Title Company an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E duly executed by Seller and stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980; (g) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (h) deliver an executed counterpart to the Closing Statement; (i) make available to Purchaser, to the extent not already provided, the Leases and Contracts, together with such leasing and property files and records located in the property manager’s office for the Property which relate to the continued operation, leasing and maintenance of the Property, but excluding any documents of a confidential nature; (j) deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys), subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (k) deliver a schedule of Security Deposits currently held by Seller on behalf of the Tenants; and (l) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreementmatter thereof.

Seller’s Obligations at Closing. At Not less than two (2) business days prior to Closing, Seller shallshall deliver to Title Company: (a) deliver to Purchaser a duly executed Assignment and Assumption notarized deed in the form of Membership Interests Exhibit F-1 (the “Assignment and Assumption of Membership InterestsDeed”) in the form attached hereto as Exhibit D), conveying the 100% Fee Component of the Interests Land and Improvements, subject only to Purchaserthe Permitted Exceptions; (b) deliver to Purchaser, not later than five Business Days before the Closing Date, updated Rent Rolls dated not later than 10 Business Days before the Closing Date four (4) duly executed and on the Closing Date, updated Rent Rolls dated as notarized counterparts of an assignment and assumption of the Closing DateGround Lease in the form of Exhibit F-2 (the “GL Assignment”); (c) four (4) duly executed counterparts of a xxxx of sale in the event form of Exhibit G; (d) four (4) duly executed counterparts of an assignment and assumption agreement with respect to the Leases in the form of Exhibit H; (e) four (4) duly executed counterparts of an assignment and assumption agreement with respect to the Operating Agreements, the Licenses, other Intangibles and the Intellectual Property, in the form of Exhibit I; (f) duly executed notices in form set forth as Exhibit J which Purchaser shall send to tenants informing them of the sale of the Property and of the assignment to Purchaser of Seller’s interest in, and obligations under, the Leases (including, if applicable any security deposits) and directing that any representation or warranty of Seller all rent and other sums payable after the Closing under the Leases shall be paid as set forth in Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser notice; (g) a certificate (the “Seller Closing Certificate”)certificate, dated as of the date of Closing Date and executed on behalf of Seller by a duly executed by Sellerauthorized officer thereof, stating that the representations and warranties of Seller contained in this Agreement are true and correct in all material respects as of the date of Closing (with appropriate modifications of those representations and warranties made in Section 5.1 to reflect any changes therein including without limitation any changes resulting from actions under Section 5.4) or identifying any representation or warranty that which is not, or no longer is, true and correct and explaining the state of facts giving rise to such the change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that which results from any change that (i) occurs between the Effective Date and the date of Closing Date and (ii) is expressly permitted under the terms of this AgreementAgreement or is beyond the reasonable control of Seller to prevent; provided, however, that the occurrence of a change that which is not permitted hereunder shall shall, if materially adverse to Purchaser, constitute the non-fulfillment of the condition set forth in Section 4.4(b4.18(b). If, despite changes or other matters described in the Seller Closing Certificatesuch certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificatesuch certificate; (dh) deliver to the Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (ei) deliver to the Title Company an owner’s affidavit four (4) duly executed by the Company, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E duly executed counterparts of an affidavit by Seller and stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 19801980 and the 1984 Tax Reform Act in the form of Exhibit K; (gj) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser[Intentionally Deleted]; (hk) deliver an executed counterpart to the Closing Statement; Leases, Operating Agreements and Licenses, if any, in the possession of Seller or Seller’s agents (i) make available to Purchaser, to the extent not already provided, the Leases and Contractsover whom Seller has control), together with such leasing and property files and records located which are material in the property manager’s office for the Property which relate to connection with the continued operation, leasing and maintenance of the PropertyProperty which, but excluding any documents at Purchaser’s election, may be delivered outside of a confidential natureEscrow on the Closing Date; (jl) deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys), subject to the Permitted Exceptionsprovisions of Section 5.4(b), rights of Tenants and terms duly executed copies of the ContractsGround Lease Estoppel and any Tenant Estoppels and Contract Estoppels; (km) deliver four (4) duly executed counterparts of a schedule Designation Agreement in the form of Security Deposits currently held by Seller on behalf Exhibit M, which Designation Agreement names the Title Company as the “Reporting Person” under Section 6045(e) of the TenantsInternal Revenue Code (the “‘Designation Agreement”); (n) four (4) duly executed counterparts of the New HMA between Operator and Purchaser in the form of Exhibit O; (o) four (4) duly executed counterparts of a written termination of that certain Hotel Management Agreement dated as of June 15, 1999, by and between Seller and C.P. Hotels (U.S.) 1998 Inc. (predecessor-in-interest to Operator) (the “Current HMA”); (p) four (4) duly executed and notarized counterparts of the Residential Expansion Parcel Agreement, in the form of Exhibit R (the “Residential Expansion Parcel Agreement”), governing Seller’s participation in any future development on the 10 acre development parcel identified in the Residential Expansion Parcel Agreement; and (lq) deliver such additional documents as shall be reasonably required to consummate the transaction expressly contemplated by this Agreement. At the Closing, Seller shall deliver to Purchaser possession and occupancy of the Property, subject to the New HMA and the other Permitted Exceptions. Purchaser shall cooperate with Seller for a period of seven (7) years after the Closing in case of Seller’s need in response to any legal requirements, tax audits, tax return preparation or litigation threatened or brought against Seller, by allowing Seller and its agents or representatives access, upon reasonable advance notice (which notice shall identify the nature of the information sought by Seller), at all reasonable times to examine and make copies of any and all instruments, files and records, which right shall survive the Closing.

Seller’s Obligations at Closing. At Closing, Seller shall: (a) deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests warranty deed (the “Assignment and Assumption of Membership InterestsDeed”) in the form attached hereto as Exhibit D, D conveying the 100% of Real Property, subject only to the Interests to PurchaserPermitted Exceptions; (b) deliver to Purchaser, not later than five Business Days before the Closing Date, updated Rent Rolls dated not later than 10 Business Days before the Closing Date and on the Closing Date, updated Rent Rolls dated as of the Closing Date; (c) in the event that any representation or warranty of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser a certificate (in the “Seller Closing Certificate”)form attached hereto as Exhibit H, dated as of the date of Closing Date and executed on behalf of Seller by a duly executed by authorized officer thereof, stating that the representations and warranties of Seller contained in this Agreement are true and correct as of the date of Closing (with appropriate modifications of those representations and warranties made in Section 5.1 hereof to reflect any changes therein resulting from changes in facts or circumstances expressly permitted hereunder or otherwise beyond Seller's reasonable control, identifying including without limitation any changes resulting from actions under Section 5.4 hereof, which change in facts or circumstances (herein, “Permitted Changes”) results in any such representation or warranty that is not, or which was true when made as of the Effective Date being no longer is, true and correct and explaining the state of facts giving rise to such the change). In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder under this Agreement by reason of, any breach of representation or warranty that which results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreementsuch Permitted Change; provided, however, that the occurrence of a material change that which is not permitted a Permitted Change shall be deemed a breach of Seller’s representations and warranties hereunder shall and a breach by Seller under this Agreement, and provided further that the occurrence of a material change which is a Permitted Change shall, in any event, constitute the non-fulfillment of the condition set forth in Section 4.4(b4.6(b), unless Purchaser has consented to such Permitted Change in writing. If, despite changes or other matters described in the Seller Closing Certificatesuch certificate which are Permitted Changes, the Closing occurs, Seller’s 's representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in such certificate reflecting such Permitted Changes. Seller shall promptly notify Purchaser of any changes, once Seller obtains knowledge thereof; (c) deliver to Purchaser an affidavit in the form attached hereto as Exhibit I, duly executed by Seller Closing Certificatestating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980 and the 1984 Tax Reform Act; (d) deliver to Purchaser a duly executed General Conveyance, Xxxx of Sale and Assignment Agreement (the “Conveyance Document”) in the form attached hereto as Exhibit E, assigning to Purchaser all of Seller's right, title and interest in and to any Personal Property, Warranties and Contracts and Awards, and agreeing to indemnify Purchaser for any claims thereunder arising based on any defaults of Seller under such instruments occurring prior to Closing. Any originals of all of the foregoing will be delivered to Purchaser at or immediately after Closing; (e) deliver to Purchaser a settlement statement prepared by Seller or the Title Company and acceptable to Purchaser and agreed upon by the parties at least two (2) Business Days prior to Closing, showing all prorations hereunder and all cash receipts and disbursements to be made by the Escrow Agent, at Closing); (f) deliver to Purchaser the Title Policy (or a currently effective, duly executed “marked up” Title Commitment for the Title Policy issued by the Title Company pursuant to which the Title Company irrevocably commits in writing to issue the Title Policy in the form of the “marked-up” Title Commitment promptly after the Closing); (g) deliver to the Title Company an Affidavit of Debts and Liens in the form generally provided to title companies by commercial sellers in similar transactions in the State of Maryland; (h) deliver to Purchaser or the Title Company all other documents affecting title to or possession of the Property and reasonably necessary to transfer or assign the same to Purchaser as provided herein (including any required GAP Undertaking and ALTA Statement) and such other instruments as may be reasonably requested by the Title Company to complete the Closing; (i) deliver to Purchaser a full satisfaction and release/lien waiver from any broker acting through Seller relative to this transaction, if any, in form reasonably satisfactory to Purchaser and the Title Company, waiving all liens relating to the Property relative to any commissions due in connection with the transactions contemplated hereby; (j) deliver to Purchaser such evidence as Purchaser's counsel and/or the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (ek) deliver if Seller and Purchaser have agreed to the Title Company form of the Lease Form in accordance with Section 3.3 as evidenced by an owner’s affidavit duly executed by the Companyamendment to this Agreement, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E duly executed by Seller and stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980Approved Lease; (g) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (h) deliver an executed counterpart to the Closing Statement; (i) make available to Purchaser, to the extent not already provided, the Leases and Contracts, together with such leasing and property files and records located in the property manager’s office for the Property which relate to the continued operation, leasing and maintenance of the Property, but excluding any documents of a confidential nature; (j) deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys), subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (k) deliver a schedule of Security Deposits currently held by Seller on behalf of the Tenants; and (l) deliver sole possession of the Property subject only to the Permitted Exceptions and, if applicable, Seller’s occupancy pursuant to the terms of the Approved Lease; (m) deliver such additional documents (including, if requested by Purchaser, specified items from the Seller's Files) as shall be reasonably required to consummate the transaction contemplated by this Agreement; (n) deliver to Purchaser all deposits held under any of the “Warranties and Contracts” or otherwise pertaining to the Property; and (o) deliver to Purchaser such evidence as Purchaser may reasonably require that Seller has terminated all contracts, leases and agreements (other than this Agreement, the documents executed and delivered at Closing pursuant to this Agreement, including, without limitation, the Approved Lease, if applicable, and the Permitted Exceptions) which relate, in any way, to the Property in accordance with Section 4.6(d) below.

Seller’s Obligations at Closing. At the Closing, Seller shallshall do the following: (a) Execute, acknowledge and deliver to Purchaser Buyer a duly executed Assignment warranty deed conveying the Property to Buyer subject only to the permitted exceptions (and Assumption of Membership Interests (the “Assignment and Assumption of Membership Interests”) any other exceptions which may be contained in the Title Commitment and which have been accepted by Buyer pursuant to Section 2.03), which deed shall be in statutory form attached hereto as Exhibit D, conveying for recording and contain the 100% following deed restrictions governing use of the Interests property: (i) The principal use of The Property shall be for recreational and/or athletic purposes, regardless of whether they are for-profit or non-profit in nature. Any other use, be it commercial or otherwise, must be incidental to Purchaser;said principal use and cannot take place in an area in excess of twenty (20%) percent of the total area under roof or, if no building(s) is (are) constructed, twenty (20%) percent of the area being acquired, exclusive of parking. (ii) The Buyer, its successors or assigns or any subsequent transferee owning the property shall at all times during its ownership of the property comply with the obligation to provide facility usage by the City as set forth in Section 7.03 hereof. (b) Furnish and deliver to Purchaser, not later than five Business Days before Buyer an owner’s title insurance policy or “marked up” Title Commitment insuring fee simple title to the Closing Date, updated Rent Rolls dated not later than 10 Business Days before Property to Buyer in a face amount equal to the Closing Date and on the Closing Date, updated Rent Rolls dated as value of the Closing Dateproperty and containing no exceptions other than the permitted exceptions and other exceptions, if any, to which Buyer may consent; (c) in the event that any representation or warranty of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Date, Execute and deliver to Purchaser Buyer a certificate (mechanic’s lien and possession affidavit in sufficient form and substance so as to allow the “Seller Closing Certificate”), dated as of Title Company to remove the Closing Date mechanic’s lien exception and duly executed by Seller, identifying any representation or warranty that is not, or no longer is, true and correct and explaining parties-in-possession exception from the state of facts giving rise to such change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.4(b). If, despite changes or other matters described in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing CertificateTitle Commitment; (d) deliver to the Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (e) Execute and deliver to the Title Company an owner’s affidavit duly executed by that there have been no changes to the Companyconditions of title from that shown in the Title Commitment in order for the Title Company to delete the “gap” exception; (e) Execute and deliver instruments satisfactory to Buyer and the Title Company reflecting the proper power, good standing and authorization for the sale of the Property from Seller to Buyer hereunder; (f) Execute and deliver to Buyer and the Title Company a FIRPTA affidavit in customary form reasonably and substance acceptable to Buyer and the Title Company; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E duly executed by Seller and stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980; (g) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume Execute and deliver to Purchaser evidence of each such terminationBuyer a closing statement setting forth the Purchase Price, adjustments, prorations and closing costs as set forth herein; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser;and (h) deliver an executed counterpart to the Closing Statement; (i) make available to Purchaser, to the extent not already provided, the Leases Execute and Contracts, together with such leasing and property files and records located in the property manager’s office for the Property which relate to the continued operation, leasing and maintenance of the Property, but excluding any documents of a confidential nature; (j) deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys), subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (k) deliver a schedule of Security Deposits currently held by Seller on behalf of the Tenants; and (l) deliver such additional other documents as shall may be reasonably required to consummate the transaction contemplated by this Agreement.

Seller’s Obligations at Closing. At Closing, Seller shall: (a) deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests Special Warranty Deed (the “Assignment and Assumption of Membership Interests”"Deed") in the form of Exhibit C attached hereto as Exhibit Dand made a part hereof for all purposes, conveying executed and acknowledged by Seller and in recordable form, it being agreed that the 100% of conveyance effected by the Interests Deed shall be subject to Purchaserthe Permitted Exceptions; (b) deliver to Purchaser, not later than five Business Days before Purchaser a Bxxx of Sale in the Closing Date, updated Rent Rolls dated not later than 10 Business Days before form of Exhibit D attached hereto and made a part hereof for all purposes (the Closing Date and on the Closing Date, updated Rent Rolls dated as "Bxxx of the Closing DateSale") executed by Seller; (c) join with Purchaser in the event that any representation or warranty execution of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser a certificate (the “Seller Closing Certificate”), dated as an Assignment of the Closing Date Leases and duly executed by Seller, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.4(b). If, despite changes or other matters described Security Deposits in the Seller Closing Certificate, the Closing occurs, Seller’s representations form of Exhibit E attached hereto and warranties set forth in this Agreement shall be deemed to have been modified by made a part hereof for all statements made in the Seller Closing Certificatepurposes; (d) join with Purchaser in the execution of an Assignment and Assumption of Intangible Property and Other Rights in the form of Exhibit F attached hereto and made a part hereof for all purposes; (e) join with Purchaser in the execution of letters to tenants at the Real Estate in the form of Exhibit G attached hereto and made a part hereof for all purposes; (f) deliver to Purchaser an affidavit sworn by an officer of Seller in the form of Exhibit H attached hereto and made a part hereof for all purposes (the "FIRPTA Affidavit"), or in such other form as may be prescribed by federal regulations; (g) intentionally deleted; (h) deliver to Purchaser possession of the Property. (i) deliver evidence acceptable to the Title Company such evidence as Company, authorizing the Title Company may reasonably require as to the authority consummation by Seller of the person or persons executing transaction contemplated hereby and the execution and delivery of the closing documents on behalf of Seller; (ej) deliver to the Title Company an owner’s 's affidavit duly executed by the Company, in Seller's customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E duly executed by Seller and stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980; (g) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (h) deliver an executed counterpart to the Closing Statement; (i) make available to Purchaser, to the extent not already provided, the Leases and Contracts, together with such leasing and property files and records located in the property manager’s office for the Property which relate to the continued operation, leasing and maintenance of the Property, but excluding any documents of a confidential nature; (j) deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys), subject to the Permitted Exceptions, rights of Tenants and terms of the Contractsform; (k) deliver to Purchaser a schedule of Security Deposits currently held by Seller on behalf current rent roll for the Property in the form of the Tenantsrent roll delivered to Purchaser during the Inspection Period; and (l) deliver such additional documents as shall be reasonably required to consummate Purchaser current accounts receivable and accounts payable reports for the transaction contemplated by this AgreementProperty.

Seller’s Obligations at Closing. At Closing, Seller shall: (a) deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests Special Warranty Deed (the “Assignment and Assumption of Membership InterestsDeed”) in the form of Exhibit C attached hereto as Exhibit Dhereto, conveying executed and acknowledged by Seller and in recordable form, it being agreed that the 100% of conveyance effected by the Interests Deed shall be subject to Purchaserthe Permitted Exceptions; (b) deliver to Purchaser, not later than five Business Days before Purchaser a Xxxx of Sale in the Closing Date, updated Rent Rolls dated not later than 10 Business Days before form of Exhibit D attached hereto (the Closing Date and on the Closing Date, updated Rent Rolls dated as “Xxxx of the Closing DateSale”) executed by Seller; (c) join with Purchaser in the event that any representation or warranty execution of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser a certificate (the “Seller Closing Certificate”), dated as an Assignment of the Closing Date Tenant Leases and duly executed by Seller, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.4(b). If, despite changes or other matters described Assumption in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificateform of Exhibit E attached hereto; (d) deliver to join with Purchaser in the Title Company such evidence as execution of an Assignment and Assumption Agreement in the Title Company may reasonably require as to the authority form of the person or persons executing documents on behalf of SellerExhibit F attached hereto; (e) deliver to Purchaser a form of notice to all tenants at the Title Company an owner’s affidavit Real Estate (the “Tenant Notice Letter”) duly executed by Seller in the Company, in customary form reasonably acceptable to the Title Companyof Exhibit J attached hereto; (f) deliver to Purchaser a certificate an affidavit sworn by an officer of Seller in the form of Exhibit H attached hereto and made a part hereof for all purposes (the “FIRPTA Affidavit”), or in such other form as Exhibit E duly executed may be prescribed by Seller and stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980federal regulations; (g) terminate or cause deliver to Purchaser a rent roll for the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or Property dated not earlier than two (2) business days prior to the Expiration Closing Date and certified by Seller or the property manager of the Due Diligence Period, not Property to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result knowledge of the termination certifying party as true, correct and complete in all material respects as of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaserits date; (h) deliver an a certificate executed counterpart to by Seller dated as of Closing and in the form of Exhibit I attached hereto and made a part hereof, that all of the representations and warranties of Seller contained in Section 5.1 are true and correct in all material respects as of the Closing StatementDate, except for matters specified in such certificate (“Seller’s Closing Certificate”); (i) make available to Purchaser, deliver to the extent not already providedTitle Company such reasonable and customary seller declarations, affidavits and gap and mechanic’s lien indemnities as the Leases Title Company may require to issue to Purchaser at Closing the title policy called for under Section 2.6 and Contracts, together with such leasing and property files and records located subject to the terms of Section 2.6 above and/or as the Escrow Agent has specified in the property manager’s office for the Property which relate to the continued operation, leasing and maintenance of the Property, but excluding Title Commitment or any documents of a confidential natureupdate thereto; (j) deliver to Purchaser possession the Title Company evidence of its capacity and occupancy authority for the closing of the Property (including all keys, lock combinations, and pass keys), subject to the Permitted Exceptions, rights of Tenants and terms of the Contractsthis transaction; (k) deliver a schedule of Security Deposits currently held by Seller on behalf to Purchaser possession of the TenantsProperty subject only to the Leases and Permitted Exceptions; and (l) deliver such additional other documents as shall may be reasonably required to consummate the transaction contemplated by close this Agreementtransaction, duly executed where required.

Seller’s Obligations at Closing. At ClosingOn or before each Closing Date, the applicable Seller shall, or shall cause the Company owned by such Seller to: (a) deliver to Purchaser Escrow Agent a duly executed Assignment assignment and Assumption assumption of Membership Interests (the “Assignment and Assumption of Membership Interests”) membership interests in the form attached hereto as Exhibit D, D (the “Assignment of Membership Interests”) conveying the 100% of Membership Interests in the Interests applicable Company to Purchaser; (b) if not previously delivered, deliver to PurchaserPurchaser the Contractor Estoppel Certificates in the form of Exhibit H in accordance with Section 6.5(d)(ii) relating to the applicable Property, provided that the foregoing shall not later than five Business Days before the Closing Date, updated Rent Rolls dated not later than 10 Business Days before the Closing Date and on the Closing Date, updated Rent Rolls dated as be required for any of the Closing DateCompleted Properties; (c) deliver to Escrow Agent an executed notice in the event that any representation or warranty form of Seller set forth in Section 3.1 needs Exhibit I attached hereto which Purchaser shall send to be modified due to changes since each vendor under each of the Effective Date, Continued Service Agreements held by the applicable Company (the “Vendor Notices”); (d) deliver to Purchaser evidence of the termination of all Service Agreements that are not Continued Service Agreements; (e) deliver to Escrow Agent a certificate copy of the most recent rent roll for the applicable Property prepared by the Company owning such Property in the ordinary course of business; (the “Seller Closing Certificate”)f) deliver to Escrow Agent a certificate, dated as of the Closing Date and duly executed by Sellerthe applicable Seller and the Company owned by that Seller stating that the representations and warranties of that Seller and/or that Company, identifying any representation or warranty that is notas applicable, or no longer is, contained in Section 6.1 hereof are true and correct and explaining the state of facts giving rise to such change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment all material respects as of the condition set forth in Section 4.4(b). If, despite changes or other matters described in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificatedate of Closing; (dg) deliver to the Title Company Escrow Agent such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (e) deliver to the applicable Seller and such other documentation as will enable the Title Company to xxxx as satisfied the requirements in Schedule B of the title commitment which Purchaser may reasonably require to be satisfied, and such duly executed affidavits and related matters, including without limitation, (i) to the extent not previously delivered, the items set forth on Schedule 6.5(d) attached hereto, (ii) an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate and “gap” indemnity in the form attached hereto as Exhibit E Q executed by the applicable Seller, (iii) an indemnity from a creditworthy entity acceptable to the Title Company in the form attached hereto as Exhibit R that will enable the Title Company to issue the applicable Non-Imputation Endorsement, and (iv) an indemnity from a creditworthy entity acceptable to the Title Company with respect to mechanics’ and materialmen’s liens in the form attached hereto as Exhibit M, in each case as may be reasonably required for the Title Company to issue the applicable Title Policy; (h) deliver to Escrow Agent an affidavit in the form attached hereto as Exhibit K duly executed by the applicable Seller and (or the appropriate transferor if Seller is a disregarded entity) stating that Seller (or such transferor) is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980; (g) terminate or cause 1980 and the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (h) deliver an executed counterpart to the Closing Statement1984 Tax Reform Act; (i) make available deliver (which delivery may occur by leaving such items in the management office on the applicable Property) to PurchaserPurchaser (a) the original applicable Government Lease (including all supplemental lease amendments and other amendments and modifications) and the original of all applicable Licenses (or, in each case, true and complete copies thereof, certified as to accuracy and completeness by all parties thereto), (b) the extent not already providedoriginal applicable Continued Service Agreements (or true and complete copies thereof, certified as to accuracy and completeness by all parties thereto), (c) the Leases warranties, guaranties, licenses, permits, approvals and Contractsauthorizations of the applicable Company, together with such (d) all applicable leasing and property files and all other applicable Due Diligence Information, and (e) all books and records located in the property manager’s office for the Property which relate to the continued operation, leasing and maintenance of the Property, but excluding any documents of a confidential natureapplicable Company; (j) deliver to Escrow Agent satisfactory evidence of the authority of the signers of the conveyance documents to consummate the transaction contemplated by this Agreement on behalf of the applicable Seller and the applicable Company; (k) deliver to Escrow Agent a resignation of the managing member of the Company without right to severance or other compensation upon or after Closing in substantially the form attached hereto as Exhibit E; (l) deliver to Escrow Agent a satisfaction of release of the recorded documents evidencing and securing all Mandatory Cure Items, in recordable form and reasonably acceptable to the Title Company to enable the Title Company to remove such documents and other Mandatory Cure Items as exceptions to the Title Policy; (m) deliver to Escrow Agent a fully executed IRS Form W-9 from the applicable Seller and the applicable Company; (n) deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys)applicable Property, subject only to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (ko) deliver to Escrow Agent a schedule of Security Deposits currently held by Seller on behalf copy of the Tenantscertificate of formation of the applicable Company certified by the Secretary of State of the State of Delaware and a certificate issued by the Secretary of State of the applicable Company’s state of formation and the state where the Real Property is located stating that that Company is in good standing and qualified to conduct business in the state in which the applicable Real Property is located; (p) deliver to Purchaser copies of all property insurance invoices relating to the applicable Property; (q) with respect to the Closing of the Membership Interests in the San Antonio Company, deliver to Purchaser either (i) evidence reasonably satisfactory to Purchaser that the Apex Fire Underpayment has been fully paid to the applicable employees (including any interest required to be paid on such amount, if any), or (ii) an indemnification from the general contractor for the San Antonio Property in form and substance reasonably satisfactory to Purchaser, indemnifying the San Antonio Company from and against any and all Losses arising by reason of the Apex Fire Underpayment; (r) deliver to Escrow Agent a duly executed (which execution may be by e-mailed signature) Closing Statement in form and content reasonably acceptable to the applicable Seller and Purchaser; and (ls) deliver to Escrow Agent such additional documents as shall be reasonably required to consummate the transaction contemplated by Closing in accordance with this Agreement, which additional documents may include transfer and recordation tax declarations and other tax certificates.

Seller’s Obligations at Closing. At Closing, Seller shall: (a) deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests acknowledged special warranty deed (the “Assignment and Assumption of Membership InterestsDeed”) in the form attached hereto as Exhibit D, conveying the 100% of Land and Improvements, subject only to the Interests to PurchaserPermitted Exceptions (as hereinafter defined); (b) deliver to PurchaserPurchaser a duly executed Memorandum of Earn-Out Payment Obligation (the “Memorandum of Earn-Out Payment Obligation”) in the form attached hereto as Exhibit E, not later than five Business Days before to be recorded immediately after the Closing Date, updated Rent Rolls dated not later than 10 Business Days before the Closing Date and on the Closing Date, updated Rent Rolls dated as of the Closing DateDeed; (c) deliver to Purchaser a duly executed bill of sale (collectively, the “Bill of Sale”) conveying the Personal Property without warranty of title or use and without warranty, express or implied, as to merchantability and fitness for any purpose and in the form attached hereto as Exhibit F; (d) to the extent assignable, assign to Purchaser, and Purchaser shall assume, Seller’s interest in the Intangibles by duly executed assignment and assumption agreement (the “Assignment of Intangibles”) in the form attached hereto as Exhibit G; (e) in the event that any representation or warranty of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser a certificate (the “Seller Closing Certificate”)certificate, dated as of the Closing Date and executed on behalf of Seller by a duly executed by Sellerauthorized officer thereof, identifying any representation or warranty that which is not, or no longer is, true and correct and explaining the state of facts giving rise to such the change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that which results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) that is expressly permitted under the terms of this Agreement; provided. If a representation or warranty of Seller no longer is true and correct in all material respects due to a matter outside of Seller’s reasonable control and does not arise from any default by Seller of its obligations under this Agreement, howeverPurchaser’s sole remedy shall be to terminate this Agreement, that the occurrence by delivery of written notice to Seller, and receive a change that is not permitted hereunder shall constitute the non-fulfillment return of the condition set forth in Section 4.4(bDeposit, whereupon neither party shall have any further rights or obligations hereunder (except for those obligations that expressly survive the termination of this Agreement). If, despite changes or other matters described in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificate; (df) deliver to the Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (e) deliver to the Title Company an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Company; (fg) deliver to Purchaser a certificate in the form attached hereto as Exhibit E H duly executed by Seller and Xxxxxx stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980; (g) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (h) deliver such affidavits as may be customarily and reasonably required by the Title Company (including, without limitation, an executed counterpart owner’s affidavit and “gap” indemnity), in form and substance reasonably acceptable to the Closing StatementSeller; (i) make available to Purchaser, to the extent not already provided, the Leases and Contracts, together with such leasing and property files and records located in the property manager’s office for the Property which relate to the continued operation, leasing and maintenance of the Property, but excluding any documents of a confidential nature; (j) deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys)Property, subject only to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (kj) deliver execute a schedule of Security Deposits currently held by Seller on behalf of the Tenantsclosing and proration statement; and (lk) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement, including, without limitation, transfer tax declarations as are required by state, county and village authorities.

Seller’s Obligations at Closing. At Closing, Seller shallshall deliver, or cause to be delivered, to the Title Company: (a) deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests special warranty deed (the “Assignment and Assumption of Membership InterestsDeed”) in the form of Exhibit B attached hereto as Exhibit Dhereto, conveying the 100% of Land and Improvements, subject only to the Interests to PurchaserPermitted Matters; (b) deliver to Purchaser, not later than five Business Days before two (2) duly executed counterparts of a xxxx of sale in the Closing Date, updated Rent Rolls dated not later than 10 Business Days before the Closing Date and on the Closing Date, updated Rent Rolls dated as form of the Closing DateExhibit C attached hereto; (c) in the event that any representation or warranty of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Daterequires modification, deliver to Purchaser a certificate (the “Seller Closing Certificate”)certificate, dated as of the Closing Date and executed on behalf of Seller by a duly executed by Sellerauthorized signatory thereof, identifying any representation or warranty that which is not, or no longer is, materially true and correct and explaining the state of facts giving rise to such the change. In the event any such change to a Seller representation or warranty results in a material adverse effect to Purchaser’s rights under this Agreement or otherwise would materially adversely impact the Property or Purchaser’s ownership thereof, Purchaser shall have the right to terminate this Agreement by delivery of written notice thereof to Seller and receive return of the Deposit. Subject to the following terms and conditions, in no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach such modification of a representation or warranty that results from any change that warranty. If Purchaser waives such misrepresentations or breaches and consummates the Closing in accordance with the foregoing, Seller shall continue to be obligated to remove or insure over or bond over (i) occurs between the Effective Date and the Closing Date and any Voluntary Title Exception or (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the Monetary Title Exceptions (other than non-fulfillment delinquent real property taxes and special assessments for the year of Closing and thereafter) created by, under or through Seller, and if Seller fails to remove or insure over or bond over any such Voluntary Title Exceptions or Monetary Title Exceptions, Purchaser shall have a right to have the condition set forth in Section 4.4(bTitle Company pay such amounts as a Removal Deduction at Closing). If, despite changes or other matters described in the (B) to terminate this Agreement by written notice given to Seller Closing Certificate, on the Closing occursDate, Seller’s representations and warranties set forth in which event this Agreement shall be deemed terminated, and to the extent that such misrepresentation or breach is as a result of Seller’s intentional acts or intentional failure to disclose information known by Seller as of the Effective Date, Purchaser shall have been modified by the right to seek recovery from Seller for any and all statements made in of Purchaser’s due diligence costs and, thereafter, neither party shall have any further rights or obligations hereunder except for the Seller Closing Certificateprovisions which expressly survive the terms hereof; (d) deliver to the Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (e) deliver to the Title Company an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E duly executed by Seller and stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980; (g) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (h) deliver an executed counterpart to the Closing Statement; (i) make available to Purchaser, to the extent not already provided, the Leases and Contracts, together with such leasing and property files and records located in the property manager’s office for the Property which relate to the continued operation, leasing and maintenance of the Property, but excluding any documents of a confidential nature; (j) deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys), subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (k) deliver a schedule of Security Deposits currently held by Seller on behalf of the Tenants; and (l) deliver such additional documents as shall be reasonably required to consummate the transaction expressly contemplated by this AgreementAgreement and as may be reasonably required by Title Company. At the Closing, Seller shall deliver to Purchaser possession and occupancy of the Property subject only to the Post-closing Occupancy Agreement referenced in Section 1.8.

Seller’s Obligations at Closing. At Closing, Seller shall: (a) deliver to Purchaser a duly executed an Assignment and Assumption of Membership Interests Ground Lease with respect to the Ground Lease fully executed by Seller in the form attached hereto as Exhibit C, subject only to the Permitted Exceptions and the consent of the City of Fall River and the FRRA; (b) deliver to Purchaser a duly executed Massachusetts quitclaim deed (the “Assignment and Assumption of Membership Interests”) "Deed"), conveying the Improvements in the form attached hereto as Exhibit D, conveying subject only to the 100% of the Interests to Purchaser; (b) deliver to Purchaser, not later than five Business Days before the Closing Date, updated Rent Rolls dated not later than 10 Business Days before the Closing Date and on the Closing Date, updated Rent Rolls dated as of the Closing DatePermitted Exceptions; (c) in the event that any representation or warranty of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser a certificate Xxxx of Sale and Assignment ("Xxxx of Sale") conveying the “Seller Closing Certificate”), dated as of the Closing Date Personal Property and duly executed by Seller, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.4(b). If, despite changes or other matters described Intangibles in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificateform attached hereto as Exhibit E; (d) deliver to Purchaser the Title Company fully executed original Ground Lease and any Amendment of Ground Lease; (e) deliver to Purchaser the original JF TIF Agreement if the proviso in Section 1.1 (d)(ii) is met; (f) deliver a confirmation of Seller's representations and warranties hereunder in the form attached hereto as Exhibit F; (g) deliver to Purchaser such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (e) deliver to the Title Company an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Company; (fh) deliver to Purchaser a certificate in the form attached hereto as Exhibit E G duly executed by Seller and stating that Seller is not a “"foreign person” " as defined in the Federal Foreign Investment in Real Property Tax Act of 1980; (gi) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements deliver such affidavits as may be customarily and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred reasonably required by the Company as Title Company, in a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited form reasonably acceptable to Seller at Closing or otherwise paid by Purchaser; (h) deliver an executed counterpart to the Closing Statement; (i) make available to Purchaser, to the extent not already provided, the Leases and Contracts, together with such leasing and property files and records located in the property manager’s office for the Property which relate to the continued operation, leasing and maintenance of the Property, but excluding any documents of a confidential natureSeller; (j) deliver execute a closing statement acceptable to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys), subject to the Permitted Exceptions, rights of Tenants and terms of the ContractsSeller; (k) deliver a schedule of Security Deposits currently held by Seller on behalf to Purchaser all permits, approvals, plans, specifications, guaranties, warranties, keys, security system access cards, and other documentation in Seller's possession or control related to the ownership and operation of the TenantsProperty; (l) deliver to Purchaser the JF Occupancy Agreement; and (lm) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

Seller’s Obligations at Closing. At Closing, Seller shall, at Closing: (ai) Execute, acknowledge, and deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests statutory warranty deed (the “Assignment and Assumption of Membership InterestsDeed”) in the form attached hereto as Exhibit D“B”, conveying the 100% Property to Purchaser subject only to the Permitted Exceptions, together with a separate Form RT-1 attached thereto as required by the Alabama Department of Revenue. The legal description of the Interests Property contained in the Deed shall be mutually acceptable to Purchaser;both Seller and Purchaser and shall be sufficient to support issuance of the Owner’s Policy (defined below in Section 6(b)(iii)). (bii) Deliver to Title Company satisfactory evidence of Seller’s authority to execute and deliver the documents necessary or advisable to effectuate Closing. (iii) Cause Title Company to irrevocably commit to provide to Purchaser, not later than five Business Days before within thirty (30) days of the Closing Date, updated Rent Rolls dated not later than 10 Business Days before an ALTA Owner’s Extended Coverage Policy of Title Insurance (Form 2006 or the Closing Date and on then-current ALTA form) (the Closing Date“Owner’s Policy”), updated Rent Rolls dated as of consistent with the Closing Date;Title Commitment approved by Purchaser pursuant to Section 5 above. (civ) in the event that any representation or warranty of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Date, Execute and deliver to Purchaser a certificate (the “Seller Closing Certificate”), dated as of the Closing Date and duly executed by Seller, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.4(b). If, despite changes or other matters described in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificate; (d) deliver to the Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (e) deliver to the Title Company an owner’s affidavit duly executed by sufficient to permit Title Company to remove the Company, mechanics’ lien and parties in customary form reasonably acceptable to possession standard exceptions from the Title Company;Commitment. (fv) Execute and deliver to Purchaser and Title Company a certificate certification of non-foreign entity status in the form attached hereto as Exhibit E duly executed by Seller and stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980;C”. (gvi) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume Execute and deliver to Purchaser evidence assignment(s) of each such termination; providedLeases, howeversecurity deposits, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such guaranties, warranties, Service Contracts, Personal Property and/or Intangible Property, in form(s) reasonably agreed to by Seller and Purchaser so long as such forms do not contravene the amount terms of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (h) deliver an executed counterpart to the Closing Statement; (i) make available to Purchaser, to the extent not already provided, the Leases and Contractsthis Contract, together with such leasing other documents, resolutions, or instruments as may reasonably be required by Purchaser or Title Company to effectuate Closing. (vii) Execute a closing statement showing the payment of the Purchase Price, together with the allocation of all expenses (the “Closing Statement”) and property files and records located in the property manager’s office for the Property which relate authorizing disbursement of funds pursuant to the continued operation, leasing and maintenance terms of the Property, but excluding any documents of a confidential nature;this Contract. (jviii) Cause the Title Company to deliver to Purchaser possession and occupancy AHFA, within thirty (30) days of the Property (including Closing, copies of all keys, lock combinations, and pass keys), subject Closing documents applicable to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (k) deliver a schedule of Security Deposits currently held by Seller on behalf of the Tenants; and (l) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this AgreementSeller.

Seller’s Obligations at Closing. At or prior to the Closing, Seller shall:shall execute and deliver, or cause to be executed or delivered, to or at the direction of Purchaser, the following (herein referred to collectively as the “Seller Closing Documents”): (a) deliver to Purchaser a Special Warranty Deed (“Deed”), duly executed Assignment and Assumption of Membership Interests (the “Assignment and Assumption of Membership Interests”) in the form attached hereto as Exhibit Dacknowledged, conveying fee simple title to all the 100% of Property, subject only to the Interests to PurchaserPermitted Exceptions; (b) deliver to Purchaser, not later than five Business Days before the Closing Date, updated Rent Rolls dated not later than 10 Business Days before the Closing Date and on the Closing Date, updated Rent Rolls dated payment of Seller's closing costs as of the Closing Datehereinafter specified; (c) in the event that any representation or warranty of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Dateoriginal copies, deliver to Purchaser a certificate (the “Seller Closing Certificate”), dated as of the Closing Date and duly executed by or on behalf of Seller, identifying of any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.4(b). If, despite changes or other matters described in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificaterequired real estate transfer tax declarations; (d) deliver to the Title Company such evidence as the Title Company may reasonably require as to the authority a Certificate of the person or persons executing documents on behalf of Seller; (e) deliver to the Title Company an owner’s affidavit duly executed by the Company, Non-Foreign Status in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E duly executed by Seller and stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 19801980 and the Tax Reform Act of 1984; (ge) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (h) deliver an executed counterpart Seller’s signature to the Closing Statement; (if) make available an ALTA Statement, Personal Undertaking, Section 1445 Certificate and a 1099 Solicitation, and cause the Title Company to Purchaser, to the extent not already provided, the Leases issue and Contracts, together with such leasing and property files and records located advise Purchaser that it has issued a proforma Title Policy in the property manager’s office amount of the Purchase Price for the Property which relate insuring fee simple title to the continued operationProperty subject only to the Permitted Exceptions; (g) an Affidavit of title, leasing the form and maintenance substance of which shall be subject to the reasonable approval of the PropertyTitle Company; (h) Such instruments, documents or certificates, executed by or on behalf of Seller, as may be required by the Title Company as a condition to the issuance of its title insurance policy as herein contemplated, which documents may, if required by the Title Company, but excluding in no event shall Seller be obligated to deliver any documents affidavit of a confidential naturetitle, instrument, document or certificate to the Title Company or to any other person if the effect thereof is to cause Seller to assume or be subject to any liability or obligation to which it is not otherwise subject under the provisions of this Contract; (i) Such other documents, instruments or agreements which Seller is required to deliver to Purchaser pursuant to the provisions of this Contract or by the State of Florida or Pinellas County; (j) deliver to Purchaser possession an officer’s certificate that Seller’s express representations and occupancy warranties set forth in Article VIII are true and correct as of the Property (including all keys, lock combinations, and pass keys), subject to the Permitted Exceptions, rights of Tenants and terms of the ContractsClosing Date; (k) deliver a schedule of Security Deposits currently held by Seller on behalf resolution authorizing this transaction and a copy of the TenantsSeller’s Operating Agreement; and (l) deliver such additional documents an assignment executed by Seller or Seller’s affiliate (as shall be reasonably required the case may be), without warranty or representation of any kind, all right, title and interest of Assignor, if any, in and to consummate the transaction contemplated by this Agreement.items set forth in Paragraphs 4 and 5 of the Seller’s Materials set forth in Exhibit C.

Seller’s Obligations at Closing. At Closing, Seller shall:will: ------------------------------- (a) deliver to Purchaser Buyer a duly executed Assignment and Assumption special warranty deed, dated as of Membership Interests (the “Assignment and Assumption Closing Date, in recordable form, conveying the Real Property of Membership Interests”) each Project, subject only to the Permitted Exceptions, substantially in the form form(s) attached hereto as Exhibit D, conveying Form F-1 (modified to the 100% extent necessary to comply --- with the laws of the Interests to Purchaserjurisdiction in which the applicable Real Property is situated); (b) deliver to PurchaserBuyer a duly executed bill of sale, not later than five Business Days before the Closing Date, updated Rent Rolls dated not later than 10 Business Days before the Closing Date and on the Closing Date, updated Rent Rolls dated as of the Closing Date;, conveying the Personax Xroperty of each Project, without warranty, expressed or implied, as to merchantability and fitness for any purpose, substantially in the form attached hereto as Form F-2; --- (c) assign to Buyer, and Buyer will assume, the landlord/lessor interest in and to the Leases by duly executed Assignment and Assumption Agreement, dated as of the Closing Date, substantially in the event form attached hereto as Form F-3, including, without limitation, a --- cross-indemnification provision whereby, subject to the Liability Threshold and Cap, Seller will indemnify Buyer for Damages accruing under the Leases prior to the Closing Date and Buyer will indemnify Seller for Damages accruing under the Leases on or after the Closing Date; (d) to the extent assignable, assign to Buyer, and Buyer will assume, Seller's interest in the Operating Agreements (other than those which Buyer has notified Seller in writing, not later than thirty (30) days prior to Closing, that Buyer has elected not to assume) and the other Intangibles by duly executed Assignment and Assumption Agreement, dated as of the Closing Date, substantially in the form attached hereto as Form F-4; --- (e) Estoppels to be effective as of a date within forty-five (45) days prior to the Closing Date (or such shorter period as may be required by the terms of the Loan Commitment); (f) join with Buyer in a written notice in form and content reasonably satisfactory to Buyer, which Buyer will send to each Tenant under each of the Leases informing such Tenant of the sale of each Project and the Property and of the assignment to Buyer of Seller's interest in, and obligations under, the Leases (including, if applicable, any representation or warranty of Seller security deposits), and directing that all rent and other sums payable after the Closing under each such Lease will be paid as set forth in Section 3.1 needs to be modified due to changes since the Effective Date, notice; (g) deliver to Purchaser Buyer a certificate (the “Seller Closing Certificate”)certificate, dated as of the Closing Date and executed on behalf of Seller by a duly executed by Sellerauthorized officer thereof, stating that the representations and warranties of Seller contained in this Agreement are true and correct in all material respects as of the Closing Date or identifying any representation or warranty that which is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any the change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, Buyer and Seller acknowledge and agree that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth any rights Buyer may have in Section 4.4(b). If, despite changes or other matters described in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement connection therewith shall be deemed subject to have been modified by all statements made in the Seller Closing Certificateprovisions of Section 5.4 --- hereof); (dh) deliver to the Title Company Buyer such evidence as Buyer's counsel and/or the Title Company may reasonably require as to the authority of the person Person or persons Persons executing documents on behalf of Seller; (ei) deliver to Buyer an affidavit, dated as of the Title Company an owner’s affidavit duly executed by the CompanyClosing Date, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E duly executed by Seller and stating that Seller is not a “"foreign person” " as defined in the Federal Foreign Investment in Real Property Tax Act of 19801980 and the 1984 Tax Reform Act; (gj) terminate or cause the Company deliver to terminateBuyer an affidavit, effective on or before dated as of the Closing Date, all Brokerage Agreements duly executed by Seller in form and property management agreements, as well as any Contracts which Purchaser elects, on or prior substance reasonably acceptable to the Expiration Title Agent for the purpose of deleting the Due Diligence Period, not to assume "gap" exception and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaserstandard printed exceptions; (hk) deliver an to Buyer a closing statement and disbursement schedule duly executed counterpart to by Seller, dated as of the Closing StatementDate; (il) make available deliver to PurchaserBuyer the original (or, to the extent if originals are not already providedavailable, the a certified copy) of Leases and ContractsOperating Agreements certified as true, complete and correct, and guaranties and warranties, equipment leases, parking agreements and licenses and Permits, if any, in the possession of Seller or Seller's agents, together with such all leasing and property files and records located in the property manager’s office for the Property which relate related to the continued ownership, operation, leasing and maintenance of the Property. Buyer, but excluding at no expense to Buyer, will cooperate with Seller for a period of two (2) years after the Closing in case of Seller's need in response to any documents legal requirement, a tax audit, tax return preparation or litigation threatened or brought against Seller, by allowing Seller and its agents or representatives access, upon reasonable advance notice (which notice will identify the nature of a confidential naturethe information sought by Seller), at all reasonable times to examine and make copies of any and all such instruments, files and records delivered to Buyer hereunder, which right will survive the Closing; (jm) deliver to Purchaser Buyer possession and occupancy of the Property (including all keys, lock combinations, and pass keys)Property, subject only to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (kn) deliver a schedule to Buyer, to the extent in the possession of Security Deposits currently held Seller or its property manager, all keys, electronic pass cards or devices to all entrance doors to, and equipment and utility rooms and vault boxes located in, each Project, which keys and electronic pass cards or devices will be properly tagged for identification and which delivery may be accomplished by Seller on behalf of or its property manager depositing such items in the Tenantsmanagement office in the Project; and (lo) deliver to Buyer a Property Management Agreement, dated as of the Closing Date, for each Project duly executed by Koger Realty Services, Inc., in substantially the form attached hexxxx as Form F-7; --- (p) deliver to Buyer resolutions of the Board of Directors of Seller authorizing the transactions contemplated by this Agreement, together with evidence of approval of the shareholders of Seller, if required pursuant to Seller's organizational documents; (q) deliver to Buyer the written opinion of White & Case LLP, substantially in the form attached hereto as Form F-8, dated as of the --- Closing Date; (r) deliver to Buyer "reliance letters" entitling Buyer to rely upon the environmental and engineering reports prepared for Seller and provided to Buyer prior to the Agreement Date; (s) cause to be filed UCC-3 termination statements, or other similar documents, terminating any and all UCC-1 financing statements, and similar publicly filed financing documents, encumbering the Property, and deliver copies thereof to Buyer; (t) deliver such additional documents as shall will be reasonably required to consummate the transaction transactions contemplated by this Agreement; (u) join Buyer in execution of the Limited Liability Company Agreement; and (v) deliver to Buyer a certificate executed by a duly authorized officer of Seller certifying that Seller waives any contractual restrictions it may have with respect to Buyer's right to transfer the Shares as provided herein.

Seller’s Obligations at Closing. At Closing, Seller shallshall for each of the Properties: (a) deliver to Purchaser duly executed limited warranty deeds (each, a “Deed”) in the form of Exhibit H-1 and Exhibit H-2 attached hereto, conveying the 2300 Land and Improvements thereon and the 2282 Land and Improvements thereon, respectively, subject only to the Permitted Exceptions, together with a Georgia PT-61 Real Estate Transfer Tax Form for each parcel; (b) deliver to Purchaser a duly executed Assignment bxxx of sale in the form of Exhibit I attached hereto, conveying the Personal Property and Assumption Intangibles to Purchaser; (c) deliver to Purchaser a duly executed assignment and assumption of Membership Interests leases (the “Assignment and Assumption of Membership InterestsLeases”) in the form of Exhibit J attached hereto as Exhibit D, conveying the 100% of the Interests to Purchaserhereto; (bd) deliver to Purchaser, not later than five Business Days before Purchaser a duly executed assignment and assumption agreement of operating agreements (the Closing Date, updated Rent Rolls dated not later than 10 Business Days before “Assignment and Assumption of Operating Agreements and Construction Contracts”) in the Closing Date and on the Closing Date, updated Rent Rolls dated as form of the Closing DateExhibit K attached hereto; (ce) deliver to Purchaser such Tenant Estoppel Certificates (as defined in Section 5.4(b) hereof) as are in Seller’s possession; (f) deliver to Purchaser a duly executed tenant notice letter (the “Tenant Notice Letter”) in the event that any representation or warranty form of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Date, Exhibit L attached hereto; (g) deliver to Purchaser a certificate (from each Seller in the “Seller Closing Certificate”)form of Exhibit M-1 and Exhibit M-2 attached hereto, dated as of the Closing Date and executed on behalf of each Seller by a duly executed by Sellerauthorized officer thereof, stating that the representations and warranties of Seller contained in this Agreement are true and correct in all material respects as of the Closing Date with appropriate modifications of those representations and warranties made in Section 5.1 hereof to reflect any changes therein, including without limitation, any changes resulting from actions under Section 5.4 hereof or identifying any representation or warranty that which is not, or no longer is, true and correct and explaining the state of facts giving rise to such the change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that which results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this AgreementAgreement or is beyond the reasonable control of Seller to prevent; provided, however, that the occurrence of a change that which is not permitted hereunder shall or is beyond the reasonable control of Seller to prevent shall, constitute the non-fulfillment of the condition set forth in Section 4.4(b4.6(b). If; if, despite changes or other matters described in the Seller Closing Certificatesuch certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in such certificate; such certificate shall be subject to the Seller Closing Certificatelimitations set forth in Section 5.3 hereof; (dh) deliver to the Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (e) deliver to the Title Company Seller and an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable sufficient to deliver the Title CompanyPolicy to Purchaser; (fi) deliver to Purchaser a certificate in the form attached hereto as Exhibit E affidavits duly executed by each Seller and stating that Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code of 1986, as defined amended in the Federal Foreign Investment in Real Property Tax Act form of 1980Exhibit N-1 and Exhibit N-2 attached hereto; (gj) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred an executed certification by Seller in the Company form attached hereto as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by PurchaserExhibit O; (hk) deliver an to Purchaser duly executed counterpart to by each Seller a Seller’s Affidavit of Residence in the Closing Statementform attached hereto as Exhibit P-1 and Exhibit P-2 attached hereto; (il) make available deliver to PurchaserPurchaser duly executed by Broker a Broker’s Lien Waiver substantially in the form attached hereto as Exhibit Q attached hereto; (m) a closing statement (the “Closing Statement”) executed by each Seller and to be mutually executed by Purchaser and consistent with this Agreement in the form required by Escrow Agent, and each party shall be entitled to receive a copy of the Closing Statement executed by the other party; (n) deliver to Purchaser the original Leases, Operating Agreements and Intangibles if and to the extent not already provided, the Leases and Contractssame are in the possession or control of Seller or Seller’s agents, together with such leasing and property files and records located which are material in the property manager’s office for the Property which relate to connection with the continued operation, leasing and maintenance of the Property; provided, but excluding however, the items in this subsection (k) may be delivered directly to Purchaser’s property manager promptly after Closing. Purchaser shall reasonably cooperate with Seller for a period of one (1) year after Closing in case of Seller’s need in response to any documents legal requirement, a tax audit, tax return preparation or litigation threatened or brought against Seller, by allowing Seller and its agents or representatives access, upon reasonable advance notice (which notice shall identify the nature of the information sought by Seller), at all reasonable times to examine and make copies of any and all of the foregoing described instruments, files and records delivered by Seller to Purchaser in accordance with this subsection (j), which right shall survive the Closing for a confidential natureperiod of one (1) year; (jo) deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys)Property, subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (kp) deliver a schedule of Security Deposits currently held by Seller on behalf copy of the TenantsEscrow Agreement (hereinafter defined) executed by Seller; and (lq) deliver such additional documents as shall be reasonably required by the Title Company to consummate the transaction contemplated by this Agreement.

Seller’s Obligations at Closing. At Closing, Seller shall: (a) deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests covenant deed (the “Assignment and Assumption of Membership InterestsDeed”) in the form attached hereto as Exhibit DC, conveying the 100% of the Interests Land and Improvements to Purchaser, subject only to the Permitted Exceptions. The legal description in the Deed shall, in the absence of a Survey performed on behalf of Xxxxxxxxx, match the legal description in the title commitment; (b) deliver to Purchaser, not later than five Business Days before Purchaser a duly executed bill of sale and assignment of intangible property in the Closing Date, updated Rent Rolls dated not later than 10 Business Days before the Closing Date and on the Closing Date, updated Rent Rolls dated form attached hereto as of the Closing Date;Exhibit D. (c) in the event that any representation or warranty of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser a certificate (the “Seller Closing Certificate”), dated as of the Closing Date and duly executed by Seller, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.4(b). If, despite changes or other matters described in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificate; (d) deliver to the Title Company such evidence as Purchaser, counsel for Purchaser and the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (ed) deliver to the Title Company Purchaser an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E duly executed by Seller and Xxxxxx stating that Seller Xxxxxx is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 19801980 and the 1984 Tax Reform Act; (g) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (h) deliver an executed counterpart to the Closing Statement; (i) make available to Purchaser, to the extent not already provided, the Leases and Contracts, together with such leasing and property files and records located in the property manager’s office for the Property which relate to the continued operation, leasing and maintenance of the Property, but excluding any documents of a confidential nature; (je) deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys)Property, subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (kf) deliver to Purchaser a schedule certificate, dated as of Security Deposits currently held by Seller the date of Closing, reflecting requisite (i) approval to enter into the subject real estate transaction, and (ii) authority to execute documentation to consummate the sale of Property, on behalf of Seller; (g) deliver to Purchaser original copies of all plans, specifications, contract warranties, license, permits and similar documents related to the TenantsProperty, as well as operating manuals, permits and licenses that are in the possession or control of Seller, if any; and (lh) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

Seller’s Obligations at Closing. At Closing, Seller shall: (a) deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests special warranty deed (the “"Deed") in the form of Exhibit G attached hereto conveying the Real Property; the warranty of title in the Deed will be only as to claims made by, through or under Seller and not otherwise; (b) deliver to Purchaser a duly executed xxxx of sale (the "Xxxx of Sale") conveying the Personal Property without warranty of title or use and without warranty, express or implied, as to merchantability or fitness for any purpose and in the form attached hereto as Exhibit H; (c) assign to Purchaser, and Purchaser shall assume, the landlord/lessor interest in and to the Leases, Rents and Security Deposits by duly executed assignment and assumption agreement (the "Assignment and Assumption of Membership Interests”Leases") in the form attached hereto as Exhibit D, conveying the 100% of the Interests to PurchaserI; (bd) deliver to Purchaserenter into the Assignment of Service Contracts, not later than five Business Days before Warranties and Permits in the Closing Date, updated Rent Rolls dated not later than 10 Business Days before form attached hereto as Exhibit J (the Closing Date and on the Closing Date, updated Rent Rolls dated as "Assignment of the Closing DateContracts"); (ce) join with Purchaser to execute a notice (the "Tenant Notice") in the form attached hereto as Exhibit K-1, which Purchaser shall send to each tenant under each of the Leases promptly after the Closing, informing such tenant of the sale of the Property and of the assignment to Purchaser of Seller's interest in, and obligations under, the Leases (including, if applicable, any Security Deposits), and directing that all Rent and other sums payable after the Closing under each such Lease be paid as set forth in the notice; (f) join with Purchaser to execute a notice (collectively, the "Contractor Notices") in the form attached hereto as Exhibit K-2, which Purchaser shall send to each contractor under each assigned Service Contract; (g) in the event that any representation or warranty of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser a certificate (the “Seller Closing Certificate”)certificate, dated as of the Closing Date and duly executed on behalf of Seller by Sellerits manager, identifying any representation or warranty that which is not, or no longer is, true and correct and explaining the state of facts giving rise to such the change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that which results from any change that (i) occurs between the Effective Date and the date of Closing Date and (ii) is expressly permitted under the terms of this AgreementAgreement or is beyond the commercially reasonable control of Seller to prevent; provided, however, that the occurrence of a change that which is not permitted hereunder shall or is beyond the reasonable control of Seller to prevent shall, if materially adverse to Purchaser, as Purchaser’s sole remedy constitute the non-fulfillment of the condition set forth in Section 4.4(b4.6(b). If; if, despite changes or other matters described in the Seller Closing Certificatesuch certificate, the Closing occurs, Seller’s 's representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificatesuch certificate; (dh) deliver to the Title Company Purchaser such evidence as the Title Company may reasonably require as to the authority of the person or persons executing Closing documents on behalf of Seller; (e) deliver to the Title Company an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Company; (fi) deliver to Purchaser a certificate in the form attached hereto as Exhibit E L duly executed by Seller and stating that Seller is not a “"foreign person” " as defined in the Federal federal Foreign Investment in Real Property Tax Act of 1980; (gj) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (h) deliver an executed counterpart to the Closing Statement; (i) make available to Purchaser, to the extent not already provided, the Leases and ContractsLeases, together with copies of such leasing and property files documents and records located in at the Property or the property manager’s 's office for the Property which relate to are material in connection with the continued operation, leasing and maintenance of the Real Property, but excluding any documents of a confidential natureConfidential Documents. (k) deliver to the Title Company the Seller’s Affidavit and Gap Indemnity attached hereto as Exhibit S; (jl) deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys)Property, subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (km) execute a closing statement acceptable to Seller; (n) deliver a schedule to Purchaser evidence of Security Deposits currently held by Seller on behalf termination of all existing property management and leasing agreements as of the TenantsClosing; (o) deliver to Purchaser an updated (not more than two (2) business days prior to Closing) certified Rent Roll; (p) deliver to Purchaser and Escrow Agent an affidavit under Mississippi Code annotated 27-7-308; and (lq) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this AgreementAgreement in accordance with the terms and conditions hereof.

Seller’s Obligations at Closing. At the Closing, Seller shallshall execute, acknowledge (where appropriate) and deliver to Buyer in form reasonably satisfactory to Buyer: (a) deliver An assignment or assignments assigning to Purchaser a duly executed Assignment Buyer the use and Assumption possession of Membership Interests (the “Assignment and Assumption of Membership Interests”) all that property which is described in the form attached hereto as Exhibit D, conveying the 100% of the Interests to Purchaser;Schedule 2.1. (b) deliver to PurchaserCopies of all certificates of occupancy, not later than five Business Days before licenses, permits, authorizations, and approvals required by law and issued by all governmental authorities having jurisdiction, if any, and the Closing Dateoriginal of each bill xxx current real estate and personal property taxes, updated Rent Rolls dated not later than 10 Business Days before the Closing Date and on the Closing Date, updated Rent Rolls dated as together with proof of payment thereof (if any of the Closing Datesame have been paid); (c) Bills of Sale, assignments or other suitable transfer documents transferring to Buyer, the Assets, free and clear of all liens and encumbrances, in form reasonably satisfactory to counsel for Buyer which includes the event that form UCC-3 or other appropriate form indicating release of liens by any representation or warranty secured party; (d) Possession of Seller the Real Property in accordance with the provisions set forth in Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser a certificate (the “Seller Closing Certificate”), dated as of the Closing Date Lease Agreement and duly executed by Seller, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided; (e) The Covenant Not To Compete; (f) The Investment Letter; (g) A Certificate of Compliance from Seller indicating that Seller has materially complied with its obligations, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.4(b). If, despite changes or other matters described in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties contained in this Agreement and no material adverse change with respect to the Seller has occurred; (h) Seller shall produce signed copies of release forms, in a form reasonably satisfactory to Buyer, from all of Seller's creditors indicating that those creditors of Seller consent to Seller's sale of the Assets as set forth in this Agreement and shall be deemed to have been modified by all statements made in seek no redress or reclamation action against the Seller Closing Certificate; (d) deliver to the Title Company such evidence as the Title Company may reasonably require as to the authority of the person Assets or persons executing documents on behalf of Seller; (e) deliver to the Title Company an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E duly executed by Seller and stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980; (g) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (h) deliver an executed counterpart to the Closing Statement;Buyer: (i) make available Seller shall comply with all requests of Buyer to Purchaser, enable Buyer to the extent not already provided, the Leases and Contracts, together comply with such leasing and property files and records located in the property manager’s office for the Property which relate all applicable provisions of law related to the continued operation, leasing and maintenance of the Property, but excluding any documents of a confidential nature;bulk transfers or sales; and (j) deliver All other documents agreed to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys), subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (k) deliver a schedule of Security Deposits currently held by Seller on behalf of the Tenants; and (l) deliver such additional documents be executed as shall be reasonably required to consummate the transaction contemplated by set forth in this Agreement.

Seller’s Obligations at Closing. At Not less than one (1) Business Day prior to Closing, Seller shallshall deliver to the Title Company: (a) deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests (the “Assignment and Assumption of Membership Interests”) special warranty deed in the form of Exhibit D attached hereto as Exhibit Dhereto, conveying the 100% Land and Improvements, subject only to the Permitted Exceptions; the warranty of title in the Interests Deed will be only as to Purchaserclaims made by, through or under Seller and not otherwise; (b) deliver to Purchaser, not later than five Business Days before four (4) duly executed counterparts of a xxxx of sale in the Closing Date, updated Rent Rolls dated not later than 10 Business Days before the Closing Date and on the Closing Date, updated Rent Rolls dated as form of the Closing DateExhibit E attached hereto; (c) four (4) duly executed counterparts of an assignment and assumption agreement as to the Lease in the event that any representation or warranty form of Seller set forth Exhibit I attached hereto; (d) four (4) duly executed counterparts of an assignment and assumption agreement as to the Operating Agreements and other Intangibles in Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser form of Exhibit F attached hereto; (e) four (4) originals of a certificate (the “Seller Closing Certificate”)certificate, dated as of the date of Closing Date and executed on behalf of Seller by a duly executed by Sellerauthorized officer thereof, stating that the representations and warranties of Seller contained in this Agreement are true and correct in all material respects as of the date of Closing (with appropriate modifications of those representations and warranties made in Section 5.1 hereof to reflect any changes therein including without limitation any changes resulting from actions under Section 5.4 hereof) or identifying any representation or warranty that which is not, or no longer is, true and correct and explaining the state of facts giving rise to such the change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that which results from any change facts or circumstances that (i) occurs first occur between the Effective Date and the date of Closing Date and (ii) is are expressly permitted under the terms of this AgreementAgreement or are beyond the reasonable control of Seller to prevent; provided, however, that the occurrence of a change that which is not permitted hereunder shall or is beyond the reasonable control of Seller to prevent shall, if adverse to Purchaser, as determined in Purchaser’s reasonable discretion, constitute the non-fulfillment of the condition set forth in Section 4.4(b). If4.7(b) hereof; if, despite changes or other matters described in the Seller Closing Certificatesuch certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificatesuch certificate; (df) deliver appropriate evidence of Seller’s formation, existence, good standing and authority to convey the Title Company Property; (g) such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (eh) deliver to the Title Company an owner’s affidavit four (4) duly executed by the Company, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E duly executed counterparts of an affidavit by Seller and stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980; (g) terminate or cause 1980 and the Company to terminate, effective on or before 1984 Tax Reform Act in the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration form of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (h) deliver an executed counterpart to the Closing StatementExhibit G attached hereto; (i) make available to Purchaserthe Lease, to Operating Agreements and licenses and permits, if any, in the extent not already provided, the Leases and Contractspossession of Seller or Seller’s agents, together with such leasing and property files and records located which are material in the property manager’s office for the Property which relate to connection with the continued operation, leasing and maintenance of the Property, but excluding any documents of a confidential nature; (j) deliver such other documents as the Title Company may require in connection with the issuance of the Title Policy and the delivery of good and marketable title to the Land from Seller to Purchaser possession including, but not limited to, an appropriate “gap” affidavit in order to delete the “gap” exception and occupancy of the Property (including all keys, lock combinations, and pass keys), subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts;a customary ALTA affidavit; and (k) deliver a schedule of Security Deposits currently held by Seller on behalf of the Tenants; and (l) deliver such additional documents as shall be reasonably required to consummate the transaction expressly contemplated by this Agreement. At the Closing, Seller shall deliver to Purchaser exclusive possession and occupancy of the Property, subject only to right of the tenant under the Lease and the Permitted Exceptions.

Seller’s Obligations at Closing. At Closing, Seller shall: (a) deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests special warranty deed (the “Assignment and Assumption of Membership Interests”"Deed") in the form attached hereto and made a part hereof as Exhibit DF, conveying fee simple title to the 100% Real Property and the Fixtures, subject only to the Permitted Exceptions. Subject to the terms of this Agreement, at Seller's option, and for convenience, Seller may omit from the Deed the recital of any or all of the Interests "subject to" clauses concerning the Permitted Exceptions, but the same shall nevertheless be deemed to Purchaserbe included as part of the Deed. The terms of the immediately preceding sentence shall survive the Closing; (b) deliver to PurchaserPurchaser a duly executed bill of sale (the "Xxxl of Sale") conxxxxng the Personal Property without warranty of title or use and without warranty, not later than five Business Days before express or implied, as to merchantability and fitness for any purpose and in the Closing Date, updated Rent Rolls dated not later than 10 Business Days before the Closing Date form attached hereto and on the Closing Date, updated Rent Rolls dated made a part hereof as of the Closing Date; Exhibit G; (c) assign to Purchaser, and Purchaser shall assume, the landlord/lessor interest in and to the event that Leases, Rents and Security Deposits, and any representation or warranty of Seller set forth in Section 3.1 needs and all obligations to be modified due pay leasing commissions and finder's fees with respect to changes since the Effective DateLeases and amendments, deliver renewals and expansions thereof, to Purchaser a certificate (the “Seller Closing Certificate”), dated as of the Closing Date and duly executed by Seller, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth extent provided in Section 4.4(b). If) hereof, despite changes or other matters described by a duly executed assignment and assumption agreement (the "Assignment and Assumption of Leases") in the Seller Closing Certificate, the Closing occurs, Seller’s representations form attached hereto and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificatea part hereof as Exhibit H; (d) to the extent assignable, assign to Purchaser, and Purchaser shall assume, Seller's interest in the Operating Agreements and the other Intangibles by a duly executed assignment and assumption agreement (the "Assignment and Assumption of Contracts") in the form attached hereto and made a part hereof as Exhibit I; (e) deliver to Purchaser a notice executed by, or on behalf of, Seller (the Title Company "Tenant Notice") in the form attached hereto and made a part hereof as Exhibit J, which Purchaser shall send to each tenant under each of the Leases promptly after the Closing, informing such tenant of the sale of the Property and of the assignment to and assumption by Purchaser of Seller's interest in, and obligations under, the Leases (including, if applicable, any Security Deposits), and directing that all Rent and other sums payable after the Closing under each such Lease be paid as set forth in the notice; (f) deliver to Purchaser such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of SellerSeller hereunder; (eg) join with Purchaser in the execution of an "ALTA Statement" or such other documentation as the Title Company may reasonably require to omit from the Owner's Title Policy (as hereinafter defined) mechanic's liens exceptions and to limit parties in possession to tenants under the Leases in their capacity as tenants thereunder; (h) deliver to the Title Company an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to a "Gap Affidavit" or such other documentation as the Title CompanyCompany may reasonably require in order for the Title Company to issue the Owner's Title Policy in connection with a New York Style Closing; (fi) deliver to Purchaser a certificate in the form attached hereto and made a part hereof as Exhibit E K duly executed by Seller and stating that Seller is not a “"foreign person” " as defined in the Federal Foreign Investment in Real Property Tax Act of 1980; (gj) terminate or cause deliver an Owner's Policy of Title Insurance Form B issued by the Title Company to terminatein the amount of the Purchase Price in the form attached hereto and made a part hereof as Exhibit L ("Owner's Title Policy"), effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior Owner's Title Policy shall:(1) be subject to the Expiration of Permitted Exceptions (and any other exceptions approved or waived by Purchaser or cured by Seller as provided herein), and (2) include extended coverage and the Due Diligence PeriodZoning 3.1 Endorsement, not to assume but exclude any other endorsements (it being understood and agreed that, in the event Purchaser desires such other endorsements, Purchaser shall be responsible for obtaining the same at Purchaser's sole cost and expense); (k) deliver to Purchaser evidence of each such terminationthe original Leases and the Operating Agreements (to the extent originals are available and, if not, certified copies thereof); provided, howeverthat delivery of such Leases and Operating Agreements need not be formally made by Seller to Purchaser at Closing, that but rather shall be deemed to have been made if any termination fees or other penalties such Leases and Operating Agreements are incurred by kept at a location within the Company as a result Building to which Purchaser has access upon the occurrence of the termination Closing. For a period of such Contractsfive (5) years after the Closing, Purchaser shall allow Seller and its agents and representatives access without charge to all files, records and documents delivered to Purchaser at the amount Closing, upon reasonable advance notice and at all reasonable times, to examine and make copies at Seller's expense of any and all such fees or penalties files, records and documents, which right shall be credited to Seller at Closing or otherwise paid by Purchasersurvive the Closing; (hl) deliver an any applicable transfer tax forms and/or any replacement form required by law pertaining to such taxes, which forms shall be duly executed counterpart to by Seller (collectively, the Closing Statement"Real Estate Tax Returns"); (i) make available to Purchaser, to the extent not already provided, the Leases and Contracts, together with such leasing and property files and records located in the property manager’s office for the Property which relate to the continued operation, leasing and maintenance of the Property, but excluding any documents of a confidential nature; (jm) deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys)Property, subject to the Leases and any other Permitted Exceptions, rights of Tenants and terms of the Contracts; (kn) deliver a schedule Disclosure Document (as defined herein) in the form required under the Transfer Act (as hereinafter defined), if and to the extent that the same is required under the Transfer Act; (o) deliver to Purchaser such evidence as Purchaser may reasonably require as to the authority of Security Deposits currently held by Seller the person or persons executing documents on behalf of the TenantsSeller; and (lp) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

Seller’s Obligations at Closing. At or before the Closing, Seller shallSellers shall deliver to Purchasers: (a) deliver a counterpart of each of (i) an assignment and assumption agreement as to Purchaser a duly executed Assignment and Assumption of Membership the PropCo Interests (the “PropCo Assignment and Assumption of Membership InterestsAgreement”), duly executed by PropCo Seller, pursuant to which the PropCo Interests are transferred to PropCo Purchaser or its designee, and (ii) an assignment and assumption agreement as to the OpCo Interests (the “OpCo Assignment and Assumption Agreement”), duly executed by OpCo Seller pursuant to which the OpCo Interests are transferred to OpCo Purchaser or its designee, in each case, in the form attached hereto as Exhibit D, conveying the 100% of the Interests to Purchaser; (b) deliver to Purchasera counterpart of a closing statement prepared by Sellers and approved by Purchasers setting forth in reasonable detail the financial transactions contemplated by this Agreement (the “Closing Statement”), not later than five Business Days before the Closing Date, updated Rent Rolls dated not later than 10 Business Days before the Closing Date and on the Closing Date, updated Rent Rolls dated as of the Closing Dateduly executed by Sellers; (ci) in the event that any representation or warranty of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser a certificate in accordance with Sections 1445 and 1446(f)(2) of the Internal Revenue Code of 1986, as amended (the “Seller Closing CertificateCode”), dated as of the Closing Date and duly executed by Seller, identifying any representation or warranty certifying that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.4(b). If, despite changes or other matters described in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificate; (d) deliver to the Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (e) deliver to the Title Company an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E duly executed by Seller and stating that PropCo Seller is not a “foreign person” as defined in the Federal Foreign Investment Code and regulations promulgated thereunder, duly executed by PropCo Seller, and (ii) a certificate in Real Property Tax Act accordance with Sections 1445 and 1446(f)(2) of 1980the Code, certifying that OpCo Seller is not a “foreign person” as defined in the Code and regulations promulgated thereunder, duly executed by OpCo Seller; (gd) terminate or cause the Company to terminatea certificate duly executed by Sellers, effective on or before dated as of the Closing Date, all Brokerage Agreements certifying that the conditions specified in Section 2.6(a)(ii) and property management agreementsSection 2.6(a)(iii) have been fulfilled, as well as any Contracts which Purchaser elects, on or prior in a form reasonably acceptable to the Expiration of the Due Diligence Period, not to assume Purchasers and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by PurchaserSellers; (he) deliver an executed counterpart to the Closing Statement; (i) make available to Purchaser, to the extent not already provided, the Leases and Contracts, together with such leasing and property files and records located in the property manager’s office for the Property which relate to the continued operation, leasing and maintenance counterparts of the Property, but excluding any documents of a confidential nature; (j) deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys), subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (k) deliver a schedule of Security Deposits currently held by Seller on behalf of the TenantsTermination Agreement; and (lf) deliver such additional documents reasonably requested by Purchasers (and not increasing Sellers’ obligations or liabilities in any material respect) as shall be reasonably required to consummate the transaction expressly contemplated by this Agreement.

Seller’s Obligations at Closing. At Closing, Seller shallshall deliver to the Title Company: (a) deliver to Purchaser a duly executed Assignment special warranty deed in the form of Exhibit E attached hereto, conveying the Land and Assumption of Membership Interests Improvements, subject only to the Permitted Exceptions (the “Assignment and Assumption Deed”); the warranty of Membership Interests”) title in the form attached hereto Deed will be only as Exhibit Dto claims made by, conveying the 100% of the Interests to Purchaserthrough or under Seller and not otherwise; (b) deliver to Purchaser, not later than five Business Days before four (4) duly executed counterparts of a xxxx of sale in the Closing Date, updated Rent Rolls dated not later than 10 Business Days before the Closing Date and on the Closing Date, updated Rent Rolls dated as form of the Closing DateExhibit F attached hereto; (c) four (4) duly executed counterparts of an assignment and assumption agreement as to the Lease in the event form of Exhibit G attached hereto; (d) four (4) duly executed counterparts of an assignment and assumption agreement as to the Operating Agreements and other Intangibles in the form of Exhibit H attached hereto; (e) the Tenant Estoppel (as defined in Section 5.4(b) hereof), to the extent received by Seller from the tenant under the Lease; (f) four (4) duly executed originals of a notice in the form of Exhibit I attached hereto, a copy of which Purchaser shall send to the tenant under the Lease informing such tenant of the sale of the Property and of the assignment to Purchaser of Seller’s interest in, and obligations under, the Lease (including, if applicable, any security deposits) and directing that any representation or warranty of Seller all rent and other sums payable under the Lease after the Closing shall be paid as set forth in Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser notice; (g) four (4) originals of a certificate (the “Seller Closing Certificate”)certificate, dated as of the date of Closing Date and executed on behalf of Seller by a duly executed by Sellerauthorized officer thereof, stating that the representations and warranties of Seller contained in this Agreement are true and correct in all material respects as of the date of Closing (with appropriate modifications of those representations and warranties made in Section 5.1 hereof to reflect any changes therein, including, without limitation, any changes resulting from actions under Section 5.4 hereof) or identifying any representation or warranty that which is not, or no longer is, true and correct and explaining the state of facts giving rise to such the change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that which results from any change that (i) occurs between the Effective Date and the date of Closing Date and (ii) is expressly permitted under the terms of this AgreementAgreement or is beyond the reasonable control of Seller to prevent; provided, however, that the occurrence of a change that which is not permitted hereunder shall or is beyond the reasonable control of Seller to prevent shall, if materially adverse to Purchaser, constitute the non-fulfillment of the condition set forth in Section 4.4(b). If4.7(b) hereof; if, despite changes or other matters described in the Seller Closing Certificatesuch certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificatesuch certificate; (dh) deliver to the Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (ei) deliver to the Title Company an owner’s affidavit four (4) duly executed by the Company, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E duly executed counterparts of an affidavit by Seller and stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 19801980 and the 1984 Tax Reform Act in the form of Exhibit J attached hereto; (gj) terminate or cause the Company to terminateLease, effective on or before the Closing Date, all Brokerage Operating Agreements and property management agreementslicenses and permits, as well as any Contracts which Purchaser electsif any, on in the possession of Seller or prior to the Expiration of the Due Diligence Period, Seller’s agents (or copies thereof if originals are not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (h) deliver an executed counterpart to the Closing Statement; (i) make available to Purchaser, to the extent not already provided, the Leases and Contractsavailable), together with such leasing and property files and records located which are material in the property manager’s office for the Property which relate to connection with the continued operation, leasing and maintenance of the Property, but excluding any documents of a confidential nature; (j) deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys), subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (k) deliver a schedule of Security Deposits currently held by Seller on behalf of the Tenants; and (l) deliver such additional documents as shall be reasonably required to consummate the transaction expressly contemplated by this Agreement; and (l) possession and occupancy of the Property, subject to the rights of tenant under the Lease and the Permitted Exceptions. Purchaser shall cooperate with Seller for a period of seven (7) years after the Closing in case of Seller’s need in response to any legal requirements, tax audits, tax return preparation or litigation threatened or brought against Seller, by allowing Seller and its agents or representatives access, upon reasonable advance notice (which notice shall identify the nature of the information sought by Seller), at all reasonable times to examine and make copies of any and all instruments, files and records pertaining to Seller’s ownership of the Property, which right shall survive the Closing.

Seller’s Obligations at Closing. At the Closing, Seller shall: (a) cause PAMI to deliver to Purchaser a duly executed special warranty deed in the form attached hereto as Exhibit G and incorporated herein by this reference (the “Deed”), conveying the Real Property, subject to the Permitted Exceptions. The warranty of title in the Deed will extend only to claims made by, through or under Seller and not otherwise; (b) deliver to Purchaser a duly executed xxxx of sale attached hereto as Exhibit H and incorporated herein by this reference, conveying the Tangible Personal Property and Intangible Personal Property with special warranty of title but subject to the limitations set forth in Section 9.2; (c) deliver to Purchaser a duly executed counterpart of an Assignment and Assumption of Membership Interests Leases for the Property in the form attached hereto as Exhibit I and incorporated herein by this reference (the “Assignment and Assumption of Membership InterestsLeases”) in the form attached hereto as Exhibit D, conveying the 100% (which Assignment of the Interests to Purchaser; (b) deliver to Purchaser, not later than five Business Days before the Closing Date, updated Rent Rolls dated not later than 10 Business Days before the Closing Date and on the Closing Date, updated Rent Rolls dated as of the Closing Date; (c) in the event that any representation or warranty of Leases shall include an assignment by Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser a certificate of all security deposits (the “Security Deposits”) (including letters of credit (the “LCs”) and other cash or non-cash security deposits); provided that, with respect to the LCs, Seller Closing Certificateshall deposit in escrow with Escrow Agent (“LC Escrow Agent”)) funds equal to the lesser of: (i) the face amount of each LC or (ii) the amount which is to be available for draw under each LC pursuant to the Leases, dated after giving effect to reductions in accordance with such Leases, as of the Closing Date (the “Escrow Dollar Deposit”) and, provided further, that, Seller (at its expense, unless payable by and duly executed by collected from the applicable Tenant under its Lease) shall (i) deposit such LCs in escrow with LC Escrow Agent along with, if the same are assignable, any such forms Seller was able to obtain pursuant to reasonable commercial efforts, necessary to effect such assignment to Purchaser, or (ii) if not assignable, Seller shall use reasonable efforts to cause such LCs to be reissued (at no cost to Purchaser) naming Purchaser, as beneficiary at Closing. Upon the reissuance of any LC naming the Purchaser as beneficiary, that amount of the Escrow Dollar Deposit relating to such LC shall be immediately delivered to Seller. If any LC cannot be reissued, or should Seller be unable to obtain any form necessary for assignment at or prior to Closing, each of Seller and Purchaser shall use its commercially reasonable efforts to cause the reissuance or assignment of such LCs to Purchaser within sixty (60) days after the date of Closing, at which time LC Escrow Agent shall remit the Escrow Dollar Deposit in whole to Seller. As between Purchase and Seller, identifying Purchaser shall bear all risk of physical loss of the actual LC document or certificate with regard to the transfer of any representation or warranty that is not, or no longer is, true LC to LC Escrow Agent upon Seller’s deposit of the same with LC Escrow Agent. The Assignment and correct and explaining the state Assumption of facts giving rise to such change. In no event Leases shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change provide that (i) occurs between Purchaser shall assume, from and after the Effective Date Closing Date, the landlord/lessor interest in and to the Leases, as amended or supplemented pursuant to this Agreement, (ii) Seller shall indemnify Purchaser and hold Purchaser harmless from and against any and all Claims, Losses, Damages and Expenses pertaining to the Leases arising from events occurring prior to the Closing, including without limitation claims made by Tenants with respect to overpayments or refunds of Operating Expense Pass-Throughs (defined below) for any and all periods prior to the Closing Date and (iiiii) is expressly permitted under Purchaser shall indemnify Seller and hold Seller harmless from and against any and all Claims, Losses, Damages and Expenses pertaining to the terms of Leases arising from events occurring from and after the Closing, including without limitation, claims made by tenants with respect to tenants’ Security Deposits if such Security Deposits are paid, credited or assigned to Purchaser by Seller pursuant to this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.4(b). If, despite changes or other matters described in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificate; (d) deliver to the Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (e) deliver to the Title Company an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E duly executed by Seller and stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980; (g) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (h) deliver an executed counterpart to the Closing Statement; (i) make available to Purchaser, to the extent not already provided, the Leases and Contracts, together with such leasing and property files and records located in the property manager’s office for the Property which relate to the continued operation, leasing and maintenance of the Property, but excluding any documents of a confidential nature; (j) deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys), subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (k) deliver a schedule of Security Deposits currently held by Seller on behalf of the Tenants; and (l) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

Seller’s Obligations at Closing. At the Closing, in addition to ------------------------------- having satisfied the conditions precedent provided in Article VII, Seller shallshall deliver or cause to be delivered to Buyer: (a) deliver For all real property and interests in real property, an Assignment of Lease, sufficient to Purchaser a duly executed Assignment and Assumption convey to Buyer all of Membership Interests (Seller's right to any options to purchase the “Assignment and Assumption of Membership Interests”) Facility, as contained in the form attached hereto as Exhibit DLease, with the written consent of the Owner, properly executed and acknowledged, conforming to and conveying the 100% agreed state of the Interests title, in recordable form as shall be reasonably acceptable to PurchaserBuyer; (b) deliver For all Personal Property, a general warranty xxxx of sale with full covenants of warranty, in the form set forth on Exhibit 9.01(b) hereto, properly executed and acknowledged, conforming to Purchaserthe terms of this Agreement; for all supplies, not later than five Business Days before a general warranty xxxx of sale in the Closing Dateform set forth on Exhibit 9.01(b) hereto, updated Rent Rolls dated not later than 10 Business Days before properly executed and acknowledged, and conforming to the Closing Date terms of this Agreement (the "Bills of Sale") ; (c) A Non-Competition Agreement, the form of which is attached as Exhibit 9.01(c), executed by Seller; (d) For all leases, maintenance contracts, service contracts and other agreements which are transferable, an assignment of Seller's interest (the "Assignment", in the form set forth on Exhibit 9.01(d) hereto, properly executed and acknowledged, and conforming to the Closing Date, updated Rent Rolls dated terms of this Agreement; (e) A Schedule of Seller's Accounts Receivable as of the Closing Date; (cf) in the event that any representation or warranty A list of Seller set forth in Section 3.1 needs to be modified due to changes since all present employees, their rates of pay, length of employment, and vacation, holiday and sick leave accruals as of the Effective Date, deliver to Purchaser a certificate (the “Seller Closing Certificate”), dated as of the Closing Date and duly executed by Seller, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.4(b). If, despite changes or other matters described in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificate; (d) deliver to the Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (e) deliver to the Title Company an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E duly executed by Seller and stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980; (g) terminate All other Exhibits to this Agreement which are required to be updated by Seller to the Closing Date; and (h) Seller, at any time before or cause the Company to terminate, effective on or before after the Closing Date, will execute, acknowledge, and deliver any further assignments, conveyances, and other assurances, documents, and instruments of transfer, reasonably requested by Buyer, and will take any other action consistent with the terms of this Agreement that may reasonably be requested by Buyer for the purpose of assigning, transferring, granting, conveying, and confirming to Buyer, or reducing to possession, any or all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence PeriodProperty to be conveyed or transferred by this Agreement. If requested by Buyer, not Seller further agrees to assume prosecute or otherwise enforce in their name for the benefit of Buyer any claims, rights or benefits that are transferred to Buyer by this Agreement and deliver to Purchaser evidence that require, in Buyer's opinion, prosecution or enforcement of each claims, rights or benefits, and such termination; provided, however, that if any termination fees prosecution or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties enforcement under this paragraph shall be credited to Seller solely at Closing Buyer's expense, unless the prosecution or otherwise paid enforcement is made necessary by Purchaser; (h) deliver an executed counterpart to a breach of this Agreement by Seller. On the Closing Statement; (i) make available to PurchaserDate, to the extent not already provided, the Leases Seller shall put Buyer into full possession and Contracts, together with such leasing and property files and records located in the property manager’s office for the Property which relate to the continued operation, leasing and maintenance enjoyment of the Property, but excluding any documents of a confidential nature; (j) deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys), subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (k) deliver a schedule of Security Deposits currently held by Seller on behalf of the Tenants; and (l) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

Seller’s Obligations at Closing. At Closing, Seller shall: (a) deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests (the “Assignment and Assumption of Membership Interests”) limited warranty deed with respect to each Project in the form attached hereto as Exhibit DSchedule 4.2(a) and by this reference made a part hereof, conveying the 100% of Real Property to Purchaser subject to the Interests to PurchaserPermitted Exceptions (the "DEED"); (b) deliver to Purchaser two counterparts of a xxxx of sale and assignment and assumption of leases and service contracts with respect to each Project, in the form attached hereto as Schedule 4.2(b) and by this reference made a part hereof, duly executed by Seller, pursuant to which (i) Seller shall convey the Tangible Personal Property and the Intangible Property to Purchaser, not later than five Business Days before and (ii) Seller shall assign to Purchaser, and Purchaser shall assume from and after the Closing Datedate of Closing, updated Rent Rolls dated not later than 10 Business Days before Seller's interest in and to the Closing Date Leases and on Designated Service Contracts, as amended or supplemented pursuant to this Agreement (the Closing Date, updated Rent Rolls dated as of the Closing Date"XXXX OF SALE AND ASSIGNMENT"); (c) join with Purchaser to execute a notice (the "TENANT NOTICE") with respect to each Project in form and content reasonably satisfactory to Purchaser and Seller, which Purchaser shall send to each tenant under each of the event Leases informing such tenant of the sale of the Property and of the assignment to Purchaser of Seller's interest in, and obligations under, the Leases (including, if applicable any security deposits) and directing that any representation or warranty of Seller all rent and other sums payable after the Closing under each such Lease shall be paid as set forth in Section 3.1 needs the notice. (d) join with Purchaser in the execution of such assignment and assumption agreements with respect to be modified due to changes since the Effective DateBond Projects as are agreed upon by Purchaser, Seller and the applicable Bond Participants in connection with the assignment and assumption of the Assumed Project Financing; (e) deliver to Purchaser a certificate (the “Seller Closing Certificate”"SELLER'S CLOSING CERTIFICATE"), dated as of the date of Closing Date and duly executed by Seller, stating that the representations and warranties of Seller contained in Section 5.1 of this Agreement are true and correct in all material respects as of the date of Closing (with appropriate modifications to reflect any changes therein or identifying any representation or warranty that which is not, or no longer is, true and correct and explaining the state of facts giving rise to such the change). In no event A then current Rent Roll for each Project shall Seller be liable attached to Purchaser for, or be deemed Seller's Closing Certificate in substitution of Schedules 1.1(e)-1 through 1.1(e)-5 which are attached to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, provided that the occurrence representations and warranties of a change that is not permitted hereunder Seller as to the Rent Roll in Seller's Closing Certificate shall constitute the non-fulfillment of the condition be limited to those set forth in Section 4.4(b)5.1(d) of this Agreement. If, despite changes The inclusion of any change or other matters described exception in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in such certificate shall not prejudice Purchaser's rights under this Agreement shall be deemed with respect to have been modified by all statements made in the Seller Closing Certificate;subject matter of such change or exception. (df) deliver to the Title Company Purchaser such evidence as Purchaser's counsel and/or the Title Company may reasonably require as to the authority AUTHORITY of the person or persons executing documents on behalf of Seller; (eg) deliver to the Title Company Purchaser an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E duly executed by Seller and stating that Seller is not a “"foreign person” " as defined in the Federal Foreign Investment in Real Property Tax Act of 1980; (g) terminate or cause 1980 and the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser1984 Tax Reform Act; (h) deliver an executed counterpart to the Closing StatementTitle Company a title insurance affidavit with respect to each Project, if required by the Title Company, duly executed by Seller or a representative of Seller, in form and content reasonably satisfactory to Seller and the Title Company; (i) make available deliver to Purchaser, to Purchaser at the extent not already providedplace of Closing or at the respective Projects the Leases, the Designated Service Contracts and licenses and permits, if any, in the possession of Seller or Seller's agents, including any originally executed Leases and ContractsDesignated Service Contracts in Seller's possession at the respective Projects or otherwise in Seller's reasonable control, together with such leasing and property files and records located which are material in the property manager’s office for the Property which relate to connection with the continued operation, leasing and maintenance of each Project, and all keys to the Property, but excluding any documents of a confidential natureImprovements which are in Seller's possession; (j) deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys)Property, subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (k) deliver a schedule of Security Deposits currently held by Seller on behalf of the Tenants; and (l) deliver such additional documents as shall be reasonably requested by the Title Company or the Bond Participants or required to consummate the transaction contemplated by this Agreement; provided, however, that in no event shall Seller be required to indemnify the Title Company, Purchaser, or any other party pursuant to any such documents, or undertake any other material liability not expressly contemplated in this Agreement, unless Seller elects to do so in its sole discretion; and (l) if the legal description with respect to any Project which appears in Schedules 1.1 (a) 1 through 1.1 (a) 5, attached hereto, differs from the legal description of such Project drawn from the applicable Survey, Seller shall at Closing deliver (in addition to the Deed) a quit claim deed conveying such Project pursuant to the legal description drawn from the applicable Survey, which legal description shall be subject to Seller's approval, which approval shall not be unreasonably withheld; (m) Seller shall deliver to Escrow Agent such certificate or affidavit, if any, as is required under applicable provisions of Georgia law and regulation, to assure Escrow Agent that Georgia income tax withholding is not required. If Seller fails to deliver such certificate or affidavit, and otherwise fails to provide Escrow Agent reasonably satisfactory assurance that withholding is not required, then Escrow Agent shall be entitled to withhold applicable Georgia income taxes if and to the extent required by applicable Georgia law and regulation; and (n) deliver to Purchaser in electronic format such Rent Roll and other information as Purchaser shall reasonably request concerning the Leases and residents, to the extent such information is held by Seller in electronic format and may be transferred without violation of any software licenses or rights of privacy, but Seller shall not be required to deliver to Purchaser any computer software or software licenses. Seller and Purchaser shall cooperate with one another reasonably and in good faith prior to and after Closing so as to enable Seller to deliver such information to Purchaser, which obligation shall survive Closing for a reasonable period of time to the extent not performed at or prior to Closing.

Seller’s Obligations at Closing. At At, or prior to Closing, Seller shall:shall (except as otherwise expressly provided below): (a) deliver to Purchaser Buyer through Escrow a duly executed Assignment and Assumption acknowledged grant, bargain and sale deed in the form attached hereto as Exhibit G (the “Deed”); (b) deliver to Buyer through Escrow a duly executed xxxx of Membership Interests sale in the form attached hereto as Exhibit H (the “Xxxx of Sale”); (c) assign to Buyer, and Buyer shall assume through Escrow the landlord/lessor interest in and to the Leases, Rents, and Security Deposits, and any and all Leasing Commissions and Tenant Inducement Costs, to the extent provided in Section 4.5(b)(v) hereof, by duly executed assignment and assumption agreement (the “Assignment and Assumption of Membership InterestsLeases”) in the form attached hereto as Exhibit D, conveying the 100% of the Interests to PurchaserI; (bd) deliver to Purchaserthe extent assignable, not later than five Business Days before assign to Buyer, and Buyer shall assume, through Escrow Seller’s interest in the Closing Date, updated Rent Rolls dated not later than 10 Business Days before Operating Agreements and the Closing Date other intangibles by duly executed assignment and on assumption agreement (the Closing Date, updated Rent Rolls dated “Assignment of Contracts”) in the form attached hereto as of the Closing DateExhibit J; (ce) within five (5) business days following the Closing, join with Buyer outside of Escrow to execute notices in the event form attached hereto as Exhibit K (the “Tenant Notices”), which Buyer shall send to each tenant under each of the Leases promptly after the Closing, informing such tenant of the sale of the Property and of the assignment to Buyer of Seller’s interest in, and obligations under, the Leases (including, if applicable, any Security Deposits), and directing that all Rent and other sums payable after the Closing under such Lease be paid as set forth in the notice; (f) if any representation or warranty of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser Buyer through Escrow a certificate (the “Seller Closing Certificate”)certificate, dated as of the date of Closing Date and executed on behalf of Seller by a duly executed by Sellerauthorized officer thereof, identifying any representation or warranty that which is not, or no longer is, true and correct and explaining the state of facts giving rise to such the change. In no event shall Seller be liable to Purchaser Buyer for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that which results from any change that (i) occurs between the Effective Date and the Closing Date date of Closing, and (ii) is expressly permitted under the terms of this Agreement; provided, however, that Agreement or is beyond the reasonable control of Seller to prevent. The occurrence of a change that is not permitted hereunder shall in a representation and warranty which shall, if materially adverse to Buyer, constitute the non-fulfillment of the condition set forth in Section 4.4(b)4.7(b) hereof. If, despite changes or other matters described in the Seller Closing Certificatesuch certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificatesuch certificate; (dg) deliver to the Title Company such evidence as the Title Company may reasonably require as to the authority of the person Person or persons executing documents on behalf of Seller; (eh) deliver to the Title Company an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser Buyer through Escrow a certificate in the form attached hereto as Exhibit E L duly executed by Seller and stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980; (g) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (h) deliver an executed counterpart to the Closing StatementSeller; (i) make available within one (1) business day following the Closing, deliver to Purchaser, to Buyer outside of Escrow or at the extent not already provided, Property the original Leases and Contractsthe Operating Agreements, together with such leasing and property files and records located which are material in the property manager’s office for the Property which relate to connection with the continued operation, leasing and maintenance of the Property, including current financial statements but excluding any Confidential Documents. Prior to the Closing, Seller may, at its sole cost, make and return a copy of all files, records and documents which Seller has delivered to Buyer. In addition, for a period of a confidential naturethree (3) years after the Closing, Buyer shall allow Seller and its representatives access without charge to all files, records and documents delivered to Buyer at or in connection with the Closing, upon reasonable advance notice and at reasonable times, to make copies of any and all such files, records and documents, which right shall survive the Closing; (j) deliver such affidavits as may be customarily and reasonably required by the Title Company, in a form reasonably acceptable to Purchaser Seller; (k) deliver to Buyer exclusive possession and occupancy of the Property (including all keys, lock combinations, and pass keys)Property, subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (kl) execute and deliver a schedule of Security Deposits currently held by closing statement acceptable to Seller on behalf of the Tenantsthrough Escrow; and (lm) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

Seller’s Obligations at Closing. At the Closing, Seller shall: (a) agrees to deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests (the “Assignment and Assumption of Membership Interests”) in the form attached hereto as Exhibit D, conveying the 100% of the Interests to Purchaser; (b) deliver to Purchaser, not later than five Business Days before the Closing Date, updated Rent Rolls dated not later than 10 Business Days before the Closing Date and on the Closing Date, updated Rent Rolls dated as of the Closing Date; (c) in the event that any representation or warranty of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser a certificate (the “Seller Closing Certificate”), dated as of the Closing Date and duly executed by Seller, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under accordance with the terms of this Agreement; providedContract the following: a. An owner's policy of title insurance issued as provided in Paragraph 5(a) hereof, howeversubject only to the Permitted Exceptions; b. A duly authorized and executed General Warranty Deed in recordable form conveying good and marketable title to the Property, that subject only to, easement and encumbrances of record and the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.4(b). If, despite changes or other matters described Permitted Exceptions; c. A duly authorized and executed Vendor's Affidavit in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificate; (d) deliver to the Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (e) deliver to the Title Company an owner’s affidavit duly executed form most recently published by the Company, in customary form reasonably acceptable to Indianapolis Bar Association or otherwise required by the Title Company; (f) deliver d. A duly authorized and executed affidavit in a form reasonably satisfactory to Purchaser a certificate in the form attached hereto as Exhibit E duly executed by Seller and stating that Seller is not a “foreign person” "Foreign Person" as such term is used in Section 1445 of the Internal Revenue Code; e. A duly authorized and executed sales disclosure statement, as required by I.C. 6-1.1-5.5 et seq. (the "Sales Disclosure Statement"); f. A duly authorized and executed certificate of Seller stating that the Property is not "property" as defined in the Federal Foreign Investment in Real I.C. 13-11-2-174 and Seller is not required to provide a disclosure statement under I.C. 13-25-3-1 et seq. (Indiana Responsible Property Tax Act of 1980Transfer Law); (g) terminate or cause g. A duly authorized and executed certificate of Seller to the Company to terminate, effective on or before effect that each of Seller's representations and warranties contained herein is true and correct in all respects as of the Closing Date, and that Seller has complied with, fulfilled, and performed in all Brokerage Agreements respects each covenant, term, and property management agreementscondition to be complied with, as well as any Contracts which Purchaser elects, on fulfilled or prior to the Expiration performed by it hereunder; h. Certified copies of resolutions of Seller adopting and approving this Contract and authorizing consummation of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such terminationtransactions contemplated by this Contract; provided, however, that if any termination fees or other penalties are incurred by the Company as a result and i. A certified copy of the termination rent rolls and a copy of such Contracts, the amount of any such fees or penalties shall be credited form lease Seller is using to Seller at Closing or otherwise paid by Purchaser; (h) deliver an executed counterpart to the Closing Statement; (i) make available to Purchaser, to the extent not already provided, the Leases and Contracts, together with such leasing and property files and records located in the property manager’s office for the Property which relate to the continued operation, leasing and maintenance of lease lots on the Property, but excluding any documents of a confidential nature;the rent rolls being in substantially the same condition as earlier delivered under Section 5g. (j) deliver j. Such other instruments, documents, and considerations which may reasonably be required by Purchaser or Purchaser's counsel to Purchaser possession and occupancy effectuate the transaction evidenced by this Contract. All of the Property (including all keys, lock combinations, documents and pass keys), subject instruments required pursuant to this Paragraph 10 or otherwise in connection with the Permitted Exceptions, rights consummation of Tenants and terms of the Contracts; (k) deliver a schedule of Security Deposits currently held by Seller on behalf of the Tenants; and (l) deliver such additional documents as this Contract shall be in a form and manner reasonably required satisfactory to consummate the transaction contemplated by this AgreementPurchaser's counsel and Seller's counsel.

Seller’s Obligations at Closing. At Closing, Seller shallshall deliver to Escrow Agent or Purchaser as appropriate: (a) deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests (the “Assignment and Assumption of Membership Interests”) special warranty deed in the form attached hereto as Exhibit DSchedule 4.2(a) and by this reference made a part hereof, conveying the 100% of Real Property to Purchaser subject only to the Interests to PurchaserPermitted Exceptions (the "Deed"); (b) deliver two counterparts of a bxxx of sale and assignment and assumption of leases and service contracts, in the form attached hereto as Schedule 4.2(b) and by this reference made a part hereof, duly executed by Seller, pursuant to which (i) Seller shall convey the Tangible Personal Property and the Intangible Property to Purchaser, not later than five Business Days before and (ii) Seller shall assign to Purchaser, and Purchaser shall assume from and after the Closing Datedate of Closing, updated Rent Rolls dated not later than 10 Business Days before Seller's interest in and to the Closing Date Leases and on Designated Service Contracts, as amended or supplemented pursuant to this Agreement (the Closing Date, updated Rent Rolls dated as "Bxxx of the Closing DateSale and Assignment"); (c) a notice (the "Tenant Notice") duly executed by Seller in the event form attached hereto as Schedule 4.2(c), which Purchaser shall send to each tenant under each of the Leases informing such tenant of the sale of the Property and of the assignment to Purchaser of Seller's interest in, and obligations under, the Leases (including, if applicable any security deposits) and directing that any representation or warranty of Seller all rent and other sums payable after the Closing under each such Lease shall be paid as set forth in Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser notice. (d) a certificate (the “Seller "Seller's Closing Certificate”"), dated as of the date of Closing Date and duly executed by Seller, in the form of Schedule 4.2(d) attached hereto, stating that the representations and warranties of Seller contained in Section 5.1 of this Agreement are true and correct in all material respects as of the date of Closing (with appropriate modifications to reflect any changes therein or identifying any representation or warranty that which is not, or no longer is, true and correct and explaining the state of facts giving rise to the change). The inclusion of any change or exception in such change. In no event certificate shall not prejudice Purchaser's rights under this Agreement with respect to the subject matter of such change or exception, and shall not excuse Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, for breaching any breach of representation or warranty that results from any change that when made as of the date of this Agreement. The Seller's Closing Certificate shall include an updated Rent Roll dated no earlier than two (i2) occurs between the Effective Date and business days prior to the Closing Date as to which Seller shall make the same representations and (ii) is expressly permitted under the terms of this Agreement; providedwarranties, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment as of the condition set forth in date of such Rent Roll, as Seller makes under Section 4.4(b). If, despite changes or other matters described in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificate; 5.l (d) deliver with respect to the Rent Roll attached hereto. (e) evidence in form and substance reasonably satisfactory to the Title Company such evidence as that Seller has the Title Company may reasonably require as power and authority to execute and enter into this Agreement and to consummate the authority sale of the Property, and that any and all actions required to authorize and approve the execution of and entry into this Agreement by Seller, the performance by Seller of all of Seller's duties and obligations under this Agreement, and the execution and delivery by Seller of all documents and other items to be executed by Seller at Closing, have been accomplished, and that the person or persons executing documents on behalf of Seller; (e) deliver Seller are properly authorized to the Title Company an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Companydo so; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E an affidavit duly executed by Seller and stating that Seller is not a “"foreign person” " as defined in the Federal Foreign Investment in Real Property Tax Act of 19801980 and the 1984 Tax Reform Act, in the form attached hereto as Schedule 4.2(f); (g) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements a title insurance affidavit and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume a gap indemnity in form and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited content reasonably acceptable to Seller at Closing or otherwise paid and the Title Company, duly executed by PurchaserSeller; (h) deliver an executed counterpart to Purchaser at the place of Closing Statement; (i) make available to Purchaser, to or at the extent not already provided, Property the Leases and ContractsLeases, together with such leasing and property files and records located which are material in the property manager’s office for the Property which relate to connection with the continued operation, leasing and maintenance of the Property, but excluding any documents of a confidential natureall to the extent not previously delivered; (ji) deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys)Property, subject only to the Permitted Exceptions, Exceptions and rights of Tenants and terms of tenants under the ContractsLeases described in the updated Rent Roll described in Section 4.2(d); (kj) deliver a schedule of Security Deposits currently held closing statement evidencing the transaction contemplated by Seller on behalf of this Agreement (the Tenants; and (l"Closing Statement") deliver and such additional documents as shall be reasonably requested by the Title Company or required to consummate the transaction contemplated by this Agreement; (k) if the legal description attached hereto as Schedule 1.1(a) differs from the legal description of the Property drawn from the Survey, Seller shall at Closing deliver (in addition to the Deed) a quit claim deed conveying the Property pursuant to the legal description drawn from the Survey; (1) two counterparts duly executed by Seller of an assignment of the Construction Contracts (as hereinafter defined); and (m) such additional documents or instruments as may be reasonably required to effectuate the terms, conditions and provisions of this Agreement and to carry out the intent of the parties, or as may be reasonably required by the Title Company.

Seller’s Obligations at Closing. At Closing, Seller Seller, at its sole cost and expense, shall: (a) 4.2.1 deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests special warranty deed (the “Assignment and Assumption of Membership InterestsDeed”) ), in the form attached hereto as Exhibit DEXHIBIT E, conveying the 100% of Land and Improvements, subject only to the Interests to PurchaserPermitted Exceptions; (b) 4.2.2 deliver to Purchaser a duly executed xxxx of sale conveying the Personal Property in the form attached hereto as EXHIBIT F; 4.2.3 assign to Purchaser, not later than five Business Days before and Purchaser shall assume, the Closing Date, updated Rent Rolls dated not later than 10 Business Days before landlord/lessor interest in and to the Closing Leases in effect as of the Effective Date and on the Closing Date, updated Rent Rolls dated remaining in force as of the Closing DateDate or entered into after the Effective Date in accordance with this Agreement by duly executed assignment and assumption agreement in the form attached hereto as EXHIBIT G; 4.2.4 assign to Purchaser, and Purchaser shall assume, Seller’s interest in the Operating Agreements (cnot including those terminated pursuant to this Agreement) and the other Intangibles by duly executed assignment and assumption agreement in the form attached hereto as EXHIBIT H; 4.2.5 join with Purchaser to execute a notice (the “Tenant Notices”) in form attached hereto as EXHIBIT I, which Purchaser shall send to each tenant under each of the event that any representation or warranty of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Date, Leases; 4.2.6 deliver to Purchaser a certificate (the “Seller Closing Certificate”)certificate, dated as of the date of Closing Date and executed on behalf of Seller by a duly executed by authorized officer thereof, in form attached hereto as EXHIBIT J (the “Bring-Down Certificate”), stating that the Seller’s Representations, identifying any representation or warranty that is notas they may have been modified in accordance with Subsection 5.2.1, or no longer is, are true and correct and explaining as of the state date of facts giving rise to such change. In no event shall Seller be liable Closing; 4.2.7 deliver to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.4(b). If, despite changes or other matters described in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificate; (d) deliver to the Title Company such evidence as the Title Company such parties may reasonably require as to the authority of the person or persons executing documents on behalf of Seller, including certified copies of organizational documents, good standing certificates (dated within 30 days of the then scheduled Closing Date), and resolutions; (e) 4.2.8 deliver to the Title Company Purchaser an owner’s affidavit duly executed by the CompanySeller (or a non-disregarded controlling entity), in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E duly executed by Seller and EXHIBIT K, stating that Seller (or a non-disregarded controlling entity) is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 19801980 and the 1984 Tax Reform Act; 4.2.9 join with Purchaser to execute a notice (gthe “Vendor Notices”) terminate in form attached hereto as EXHIBIT L, which Purchaser shall send to each vendor under the Operating Agreements assumed by Purchaser; 4.2.10 deliver to the Title Company a form of owner’s affidavit and other documents or undertakings, reasonably satisfactory to Seller, sufficient to cause the Company Title Policy to terminatebe issued in accordance with this Agreement, effective on along with a gap indemnity; provided, however, in no event shall such documents expand the scope of Seller’s obligations or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior liabilities under this Agreement; 4.2.11 deliver to the Expiration Title Company a settlement statement/closing statement setting forth the Purchase Price and all additions and subtractions thereto made in accordance with the terms and conditions of this Agreement; 4.2.12 deliver to the Due Diligence PeriodTitle Company any required state, not to assume county and city transfer declarations executed by Seller; 4.2.13 deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contractsthe Terminated Contracts (as defined below), the amount Management Agreement (as defined below), and other agreements with affiliates of any such fees or penalties shall be credited the Seller relating to Seller at Closing or otherwise paid by Purchaserthe Property (if any); (h) deliver an executed counterpart to the Closing Statement; (i) make available to Purchaser, to the extent not already provided, the Leases and Contracts, together with such leasing and property files and records located in the property manager’s office for the Property which relate to the continued operation, leasing and maintenance of the Property, but excluding any documents of a confidential nature; (j) 4.2.14 deliver to Purchaser possession and occupancy of the Title Company an executed IRS Form 1099; 4.2.15 deliver to Purchaser and the Title Company the executed Escrow Agreement; 4.2.16 deliver to Purchaser and the Title Company a lien waiver from the Property (including all keys, lock combinations, and pass keys), subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (k) deliver a schedule of Security Deposits currently held by Seller on behalf of the TenantsManager; and (l) 4.2.17 deliver to Purchaser such additional other documents as shall may be reasonably required to consummate effectuate the transactions contemplated by this Agreement and/or to effectuate the closing of the transaction contemplated by hereunder, provided however, in no event shall such documents expand the scope of Seller’s obligations or liabilities under this Agreement.

Seller’s Obligations at Closing. At Closing, Seller shallshall deliver to Escrow Agent or as indicated in this Section 4.2, Purchaser: (a) deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests (special warranty deed conveying the “Assignment and Assumption of Membership Interests”) Real Property to Purchaser subject only to the Permitted Exceptions, in the form attached hereto as Exhibit D, conveying Schedule 4.2(a) (the 100% of the Interests to Purchaser“Deed”); (b) deliver a xxxx of sale, assignment and assumption agreement in form and substance reasonably satisfactory to Purchaser duly executed by Seller, pursuant to which Seller shall convey the Tangible Personal Property and the Intangible Property to Purchaser, not later than five Business Days before and pursuant to which Purchaser will assume all of the Seller’s interest in the Designated Service Contracts from and after the Closing Date, updated Rent Rolls dated not later than 10 Business Days before in the Closing Date form attached hereto as Schedule 4.2(b) (“Xxxx of Sale, Assignment and on the Closing Date, updated Rent Rolls dated as of the Closing DateAssumption Agreement”); (c) evidence in the event that any representation or warranty of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser a certificate (the “Seller Closing Certificate”), dated as of the Closing Date form and duly executed by Seller, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.4(b). If, despite changes or other matters described in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificate; (d) deliver substance reasonably satisfactory to the Title Company such evidence as that Seller has the Title Company may reasonably require as power and authority to execute and enter into this Agreement and to consummate the authority sale of the Property, and that any and all actions required to authorize and approve the execution of and entry into this Agreement by Seller, the performance by Seller of all of Seller’s duties and obligations under this Agreement, and the execution and delivery by Seller of all documents and other items to be executed by Seller at Closing, have been accomplished, and that the person or persons executing documents on behalf of SellerSeller are properly authorized to do so; (ed) deliver to the Title Company an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E duly executed by Seller and stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 19801980 and the 1984 Tax Reform Act; (e) a title insurance affidavit and a gap indemnity, duly executed by Seller, in the form attached hereto as Schedule 4.2(e), which shall be approved by the Title Company and allow the Title Company to issue the Title Policy without a gap exception or an exception for statutory or mechanic’s liens; (f) an affidavit duly executed by Seller stating that, as of the Closing Date there are no tenants in possession of the Property other than tenants under that certain lease by and between Seller and Xxxxxx Farms, JV and the Seller’s lease with Xxxxxxxx (both of which will be terminated at Closing); (g) terminate or cause to Purchaser, possession and occupancy of the Company to terminateProperty, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior subject only to the Expiration Permitted Exceptions and rights of tenants under the Due Diligence Period, not to assume Xxxxxxxx Lease and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser;Farms Lease. (h) deliver an executed counterpart to a closing statement evidencing the transaction contemplated by this Agreement (the “Closing Statement”); (i) make available to Purchaserif the legal description attached hereto as Schedule 1.1(a) differs from the legal description of the Property drawn from the Survey, Seller shall at Closing deliver (in addition to the extent not already provided, the Leases and Contracts, together with such leasing and property files and records located in the property manager’s office for Deed) a quit claim deed conveying the Property which relate pursuant to the continued operation, leasing and maintenance of legal description drawn from the Property, but excluding any documents of a confidential nature;Survey; and (j) deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys), subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (k) deliver a schedule of Security Deposits currently held by Seller on behalf of the Tenants; and (l) deliver such additional documents or instruments as shall may be reasonably required to consummate effectuate the transaction contemplated terms, conditions and provisions of this Agreement and to carry out the intent of the parties, or as may be reasonably required by this Agreementthe Title Company.

Seller’s Obligations at Closing. At Prior to Closing, Seller shall: (a) deliver to Purchaser Buyer through Escrow a duly executed Assignment and Assumption of Membership Interests acknowledged grant deed in the form attached hereto as Exhibit "D" (the “"Deed"); (b) deliver to Buyer through Escrow a duly executed xxxx of sale in the form attached hereto as Exhibit "E" (the "Xxxx of Sale"): (c) assign to Buyer, and Buyer shall assume through Escrow the landlord/lessor interest in and to the Leases, Rents, and Security Deposits, by duly executed assignment and assumption agreement (the "Assignment and Assumption of Membership Interests”Leases") in the form attached hereto as Exhibit D, conveying the 100% of the Interests to Purchaser"F"; (bd) deliver to Purchaserthe extent assignable, not later than five Business Days before assign to Buyer, and Buyer shall assume, through Escrow Seller's interest in the Closing Date, updated Rent Rolls dated not later than 10 Business Days before Approved Operating Agreements and the Closing Date other intangibles by duly executed assignment and on assumption agreement (the Closing Date, updated Rent Rolls dated "Assignment of Contracts") in the form attached hereto as of the Closing DateExhibit "G"; (ce) join with Buyer to execute notices in the event form attached hereto as Exhibit "H" (the "Tenant Notices"), which Buyer shall send to each tenant under each of the Leases promptly after the Closing, informing such tenant of the sale of the Property and of the assignment to Buyer of Seller's interest in, and obligations under, the Leases (including, if applicable, any Security Deposits), and directing that all Rent and other sums payable after the Closing under such Leases be paid as set forth in the notice; (f) if any representation or warranty of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser Buyer a certificate (the “Seller Closing Certificate”)certificate, dated as of the date of Closing Date and executed on behalf of Seller by a duly executed by Sellerauthorized officer thereof, identifying any representation or warranty that which is not, or no longer is, true and correct and explaining the state of facts giving rise to such the change. In no event shall Seller be liable to Purchaser Buyer for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that which results from any change that (i) occurs between the Effective Date and the Closing Date date of Closing, and (ii) is expressly permitted under the terms of this Agreement; provided, however, that Agreement or is beyond the reasonable control of Seller to prevent. The occurrence of a change that in a representation and warranty which is not permitted hereunder shall or is beyond the reasonable control of Seller to prevent shall, if materially adverse to Buyer, constitute the non-fulfillment of the condition set forth in Section 4.4(b)4.6(b) hereof. If, despite changes or other matters described in the Seller Closing Certificatesuch certificate, the Closing occurs, Seller’s 's representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificatesuch certificate; (dg) deliver to the Title Company such evidence as the Title Company may reasonably require as to the authority of the person Person or persons executing documents on behalf of Seller; (eh) deliver to the Title Company an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate Buyer certificates in the form attached hereto as Exhibit E duly executed by Seller "1-1 and stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980; (g) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (h) deliver an executed counterpart to the Closing Statement; (i) make available to Purchaser, to the extent not already provided, the Leases and Contracts, together with such leasing and property files and records located in the property manager’s office for the Property which relate to the continued operation, leasing and maintenance of the Property, but excluding any documents of a confidential nature; (j) deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys), subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (k) deliver a schedule of Security Deposits currently held by Seller on behalf of the Tenants; and (l) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement."

Seller’s Obligations at Closing. At ClosingExcept as otherwise provided for below, Seller shall: shall deliver at Closing (a) deliver or cause to Purchaser a duly executed Assignment be delivered), the following documents, certificates and Assumption of Membership Interests agreements relating to the Property (the “Assignment Closing Documents”), in form and Assumption substance satisfactory to Buyer. a) A Special Warranty Deed executed by Seller in the form of Membership InterestsExhibit G and incorporated herein; subject to any modifications required by the Title Company (the “Deed”), conveying the Property to Buyer subject to no exceptions other than current real property taxes and assessments, the Lease, and the Permitted Exceptions. The legal description for the Deed shall mirror the legal description in Buyer’s Pro Forma at Closing. Original resolutions of Seller authorizing the sale, if required by the Title Company to record the Deed, shall be attached to the Deed. b) An affidavit of Seller certifying that Seller is not a “foreign person,” as defined in the federal Foreign Investment in Real Property Tax Act of 1980, and the 1984 Tax Reform Act, as amended. c) A combined buyer/seller settlement statement and all other documents and instruments that the Title Company may reasonably require to properly consummate the transaction contemplated by this Agreement. d) An assignment and assumption of lease agreement, of all of Seller's interest in the Lease, including an indemnification of Buyer by Seller against liability arising under the Lease and accruing or arising prior to the Closing Date (“Lease Assignment”) in the form attached hereto as Exhibit D, conveying the 100% D. e) A letter to Tenant advising Tenant of the Interests to Purchaser; (b) deliver to Purchaser, not later than five Business Days before the Closing Date, updated Rent Rolls dated not later than 10 Business Days before the Closing Date and on the Closing Date, updated Rent Rolls dated as Assignment of the Closing Date; (c) in the event Lease, and directing that any representation or warranty of Seller set forth in Section 3.1 needs notices and future rent payments be made to be modified due to changes since the Effective Date, deliver to Purchaser a certificate (the “Seller Closing Certificate”), dated as of the Closing Date and duly executed by Seller, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.4(b). If, despite changes or other matters described in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificate; (d) deliver to the Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (e) deliver to the Title Company an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate Buyer in the form attached hereto as Exhibit E duly executed E. f) An assignment (the “General Assignment”) of the Intangible Property, including, without limitation, all unexpired warranties and guarantees relating to the improvements on the Property (to the extent the same are assignable and are not assigned to Tenant pursuant to the terms of the Lease), and the roof warranty (to be transferred to Buyer by Seller and stating that Seller is not a “foreign person” as defined Buyer, at Buyer’s sole expense, with cooperation by Seller), in the Federal Foreign Investment in Real Property Tax Act of 1980;form attached hereto as Exhibit F. (g) terminate An original Estoppel Certificate from Tenant in the form required by the Lease, disclosing no defaults by either party (or cause any event or circumstance, that with the Company passage of time or with the delivery of notice could become a default under the Lease), deferred maintenance or discrepancies with respect to terminatematerial terms of the Lease, effective on or before certified to Buyer and/or Buyer’s assignee and Buyer’s lender (the “Buyer’s Certifications”), dated within thirty (30) days of the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or along with an executed copy delivered to Buyer no later than two (2) business days prior to Closing. Seller shall provide Buyer with proof of ordering the Expiration Estoppel Certificate (in the form of a copy of an email from Seller to Tenant) no later than two (2) business days after Seller orders the Estoppel Certificate. Buyer shall provide Seller with the Buyer’s Certifications for the Estoppel Certificate and Seller shall request the Estoppel Certificate no later than two (2) business days following receipt thereof. h) An original Subordination, Non-Disturbance and Attornment Agreement (“SNDA”), in the form required by the Lease, by and among Tenant, Buyer or Buyer’s assignee as landlord, and Buyer’s lender, and duly executed and notarized by Tenant, along with an executed copy delivered to Buyer no later than two (2) business days prior to Closing. Buyer shall provide Seller with the Buyer’s information for the SNDA and Seller shall request the SNDA no later than five (5) business days following receipt of said information. Seller shall provide Buyer with proof of ordering and payment of the Due Diligence PeriodSNDA, if required under the Lease, no later than two (2) business days after Seller orders the SNDA. i) The original Lease and Guaranty (including all amendments and guaranties). If originals of the Lease and Guaranty are not available, Seller shall deliver a complete and accurate copy of such documents. j) Any State or County-specific documents required by the Title Company, including but not limited to assume those Seller documents and requirements listed on Schedule B, Part I of the Title Commitment. k) A current tenant ledger showing all rental payments to Landlord within the last 12 months. l) Seller shall request a copy of Tenant’s insurance certificates naming Buyer and Buyer’s lender as additional insureds but in no event shall Seller be required to deliver such requested insurance certificate prior to Purchaser evidence Closing. m) Seller shall request an estoppel certificate from any party to any declaration of each such termination; providedcovenants, howeverconditions and restrictions, that if any termination fees reciprocal easement agreement or other penalties similar instrument affecting the Property (“CC&Rs”), which certificate shall confirm that the CC&Rs are incurred by the Company in full force and effect and have not been modified (except as a result of the termination of disclosed in such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (hcertificate) deliver an executed counterpart to the Closing Statement; (i) make available to Purchaserand, to the extent not already provided, the Leases and Contracts, together with such leasing and property files and records located in the property manager’s office for the Property which relate to the continued operation, leasing and maintenance actual knowledge of the Propertyparty giving the certificate, but excluding any documents of a confidential nature; (j) deliver to Purchaser possession neither the Seller nor the other party or parties thereto are in default under the CC&Rs and occupancy of all amounts, if any, owing under the Property (including all keys, lock combinations, and pass keys), subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (k) deliver a schedule of Security Deposits currently held by Seller on behalf of the Tenants; and (l) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this AgreementCC&Rs have been paid in full.

Seller’s Obligations at Closing. At Closing, Seller shall: (a) deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests special warranty deed (the “Assignment and Assumption of Membership Interests”"Deed") in the form attached hereto as Exhibit DG, conveying the 100% Land and Improvements, subject only to the Permitted Exceptions; the warranty of title in the Interests Deed will be only as to Purchaserclaims made by, through or under Seller and not otherwise; (b) deliver to PurchaserPurchaser a duly executed bill of sale (the "Bill of Sale") convxxxxg the Personal Xxxxerty without warranty of title or use and without warranty, not later than five Business Days before express or implied, as to merchantability and fitness for any purpose and in the Closing Date, updated Rent Rolls dated not later than 10 Business Days before the Closing Date and on the Closing Date, updated Rent Rolls dated form attached hereto as of the Closing DateExhibit H; (c) assign to Purchaser, and Purchaser shall assume, the landlord/lessor interest in and to the Leases, Rents and Security Deposits, and any and all obligations to pay leasing commissions and finder's fees with respect to the Leases and amendments, renewals and expansions thereof, to the extent provided in Section 4.4(b)(v) hereof, by duly executed assignment and assumption agreements (the "Assignment of Leases") in the event that any representation or warranty of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser a certificate (the “Seller Closing Certificate”), dated form attached hereto as of the Closing Date and duly executed by Seller, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.4(b). If, despite changes or other matters described in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing CertificateExhibit I; (d) deliver to the Title Company such evidence extent assignable, assign to Purchaser, and Purchaser shall assume, Seller's interest in the Operating Agreements and the other Intangibles by duly executed assignment and assumption agreement (the "Assignment of Contracts") in the form attached hereto as Exhibit J pursuant to which (i) Seller shall indemnify Purchaser and hold Purchaser harmless from and against any and all claims pertaining thereto arising prior to Closing and (ii) Purchaser shall indemnify Seller and hold Seller harmless from and against any and all claims pertaining thereto arising from and after the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of SellerClosing; (e) deliver join with Purchaser to execute a lease termination agreement (the Title Company an owner’s affidavit duly executed "Lease Termination") in the form attached hereto as Exhibit K, terminating that certain "Lease Agreement" dated October 22, 1986, by the Companyand between Fred Meyer Real Estate Properties, in customary form reasonably acceptable to the Title CompanyLtd., xs xxxxlord, and Purchaser, as tenant, as such lease has been amended and assigned ("Lease Agreement"); (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E L duly executed by Seller and stating that Seller is not a “"foreign person” " as defined in the Federal Foreign Investment in Real Property Tax Act of 19801980 and any similar form required by applicable state law; (g) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (h) deliver an executed counterpart to the Closing Statement; (i) make available to Purchaser, to the extent not already provided, the Leases and Contractsthe Operating Agreements, together with such leasing and property files and records located in at the Property or the property manager’s 's office for the Property which relate to are material in connection with the continued operation, leasing and maintenance of the Property, but excluding any Confidential Documents. For a period of three (3) years after the Closing, Purchaser shall allow Seller and its agents and representatives access without charge to all files, records and documents delivered to Purchaser at the Closing, upon reasonable advance notice and at all reasonable times, to examine and make copies of a confidential natureany and all such files, records and documents, which right shall survive the Closing; (jh) deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys)Property, subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (ki) deliver execute a schedule of Security Deposits currently held by Seller on behalf of the Tenants; andclosing statement acceptable to Seller; (lj) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement; and (k) a legal opinion from Seller's in-house counsel with respect to the authorization of this transaction.

Seller’s Obligations at Closing. At Closing, Seller shall: (a) deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests (the “Assignment and Assumption of Membership Interests”) Massachusetts quitclaim deed in the form attached hereto as Exhibit D, conveying the 100% of Land and Improvements, subject only to the Interests to PurchaserPermitted Exceptions; (b) deliver to Purchaser, not later than five Business Days before the Closing Date, updated Rent Rolls dated not later than 10 Business Days before the Closing Date and on the Closing Date, updated Rent Rolls dated as of the Closing Date; (c) in the event that any representation or warranty of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser a certificate (the “Seller Closing Certificate”)certificate, dated as of the Closing Date and executed on behalf of Seller by a duly executed by Sellerauthorized officer thereof, stating that the representations and warranties of Seller contained in this Agreement are true and correct as of the Closing Date as if first made on the Closing Date or identifying any representation or warranty that which is not, or no longer is, true and correct and explaining the state of facts giving rise to such the change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that which results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this AgreementAgreement or is beyond the reasonable control of Seller to prevent; provided, however, that the occurrence of a change that between the Effective Date and the Closing Date which is not permitted hereunder shall or is beyond the reasonable control of Seller to prevent shall, if materially adverse to Purchaser, constitute the non-fulfillment of the condition set forth in Section 4.4(b4.6(b), permitting Purchaser to terminate this Agreement by giving notice to Seller on or before the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further obligations under this Agreement except those that expressly survive termination of this Agreement. If, despite such changes or other matters described in the Seller Closing Certificatesuch certificate that permit Purchaser to terminate this Agreement, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificatesuch certificate; (dc) deliver to the Title Company Purchaser such evidence as Purchaser’s counsel and/or the Title Company may reasonably require as to the good standing of Seller in the State of Delaware and the Commonwealth of Massachusetts and the authority of the person or persons executing documents on behalf of Seller; (ed) deliver to the Title Company Purchaser an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E duly executed by Seller and stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 19801980 and the 1984 Tax Reform Act; (e) deliver to the Title Company such affidavits and indemnities and/or lien waivers as the Title Company may reasonably require, including, without limitation, a so-called “gap” indemnity, in order to (i) omit from the Title Policy exceptions for so-called mechanic’s liens and parties in possession other than the tenant under the PerkinElmer Lease, and (ii) such other customary closing documents and instruments such as the Title Company may reasonably require to insure title to the Property after the Closing, but prior to the recording of the Deed, subject only to the Permitted Exceptions; (f) deliver to Purchaser a settlement statement setting forth the Purchase Price and all prorations and adjustments as herein provided as of the Closing Date (the “Settlement Statement”), duly executed by Seller; (g) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; providedthe PerkinElmer Lease, however, that if any termination fees or other penalties are incurred duly executed by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (h) deliver an executed counterpart to the Closing Statement; (i) make available to Purchaser, to the extent not already provided, the Leases and ContractsSeller, together with such leasing the Guaranty of Lease, duly executed by PerkinElmer, Inc. As used herein, “PerkinElmer Lease” means that certain lease by and property files between Seller and records located Purchaser, which PerkinElmer Lease shall be in the property manager’s office for form set forth on Exhibit B attached hereto, together with the Property which relate to Guaranty of Lease from PerkinElmer, Inc. in the continued operation, leasing and maintenance of the Property, but excluding any documents of a confidential natureform attached thereto; (j) deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys), subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (k) deliver a schedule of Security Deposits currently held by Seller on behalf of the Tenants; and (l) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

Seller’s Obligations at Closing. At Not less than one business day prior to Closing, Seller shallshall deliver to Title Company: (a) deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests (the “Assignment and Assumption of Membership Interests”) grant deed in the form attached hereto as of Exhibit DH, conveying the 100% “Land” (which hereinafter refers to the Isabelle Land, Pueblo Land and Madison Land in the aggregate) and “Improvements” (which hereinafter refers to the Isabelle Improvements, Pueblo Improvements and Madison Improvements in the aggregate), subject only to the Permitted Exceptions; the warranty of title in the Interests Deed will be only as to Purchaserclaims made by, through or under Seller and not otherwise; (b) deliver to Purchaser, not later than five Business Days before four (4) duly executed counterparts of a xxxx of sale in the Closing Date, updated Rent Rolls dated not later than 10 Business Days before the Closing Date and on the Closing Date, updated Rent Rolls dated as form of Exhibit I in connection with each of the Closing DateProperties; (c) four (4) duly executed counterparts of an assignment and assumption agreement with respect to the Leases in the event form of Exhibit J in connection with each of the Properties; (d) duly executed notices in the form of Exhibit L which Purchaser shall send to tenants informing them of the sale of the Properties and of the assignment to Purchaser of Seller's interest in, and obligations under, the Leases (including, if applicable any security deposits) and directing that any representation or warranty of Seller all rent and other sums payable after the Closing under the Leases shall be paid as set forth in Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser notice; (e) a certificate (the “Seller Closing Certificate”)certificate, dated as of the date of Closing Date and executed on behalf of Seller by a duly executed by Sellerauthorized officer thereof, stating that the representations and warranties of Seller contained in this Agreement are true and correct in all material respects as of the date of Closing (with appropriate modifications of those representations and warranties made in Section 5 to reflect any changes therein including without limitation any changes resulting from actions under Section 5) or identifying any representation or warranty that which is not, or no longer is, true and correct and explaining the state of facts giving rise to such the change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that which results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this AgreementAgreement or is beyond the reasonable control of Seller to prevent; provided, however, that the occurrence of a change that which is not permitted hereunder shall or is beyond the reasonable control of Seller to prevent shall, if materially adverse to Purchaser, constitute the non-fulfillment of the condition set forth in Section 4.4(b4.18(b). If; if, despite changes or other matters described in the Seller Closing Certificatesuch certificate, the Closing occurs, Seller’s 's representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificatesuch certificate; (df) deliver to the Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (e) deliver to the Title Company an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E duly executed by Seller and stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980; (g) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (h) deliver an executed counterpart to the Closing Statement; (i) make available to Purchaser, to the extent not already provided, the Leases and Contractslicenses and permits, if any, in the possession of Seller or Seller's agents, together with such leasing and property files and records located which are material in the property manager’s office for the Property which relate to connection with the continued operation, leasing and maintenance of the PropertyProperties which, but excluding any documents at Purchaser's election, may be delivered outside of a confidential nature;Escrow on the Closing Date; and, (jh) deliver such agreements, affidavits or other documents as may be required by the Title Company to issue the title policies to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys), subject only to the Permitted ExceptionsTitle Exceptions and to eliminate such standard exceptions and to issue such endorsements thereto which may be eliminated and issued under applicable State law and which are customarily required by institutional investors purchasing property comparable to the Properties. Purchaser shall cooperate with Seller for a period of two (2) years after the Closing in case of Seller's need in response to any legal requirements, rights of Tenants tax audits, tax return preparation or litigation threatened or brought against Seller, by allowing Seller and terms its agents or representatives access, upon reasonable advance notice (which notice shall identify the nature of the Contracts; (k) deliver a schedule information sought by Seller), at all reasonable times to examine and make copies of Security Deposits currently held by Seller on behalf of any and all instruments, files and records, which right shall survive the Tenants; and (l) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this AgreementClosing.

Seller’s Obligations at Closing. At the Closing, Seller shall:shall deliver to Escrow Holder the following documents (the “Closing Documents”): (a) deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests (the “An Assignment and Assumption of Membership Interests”, in form and substance as set forth on Exhibit “C” attached hereto, duly executed and acknowledged by Seller, with respect to each of the Interests; (b) Intentionally deleted; (c) an affidavit originally executed by Seller to the effect that Seller is not a foreign person for purposes of 26 U.S.C. 1445 (b) (2); (d) such affidavits executed by Seller as the Title Company shall reasonably require in order to omit from the Title Policy all exceptions for (i) rights of parties in possession (other than Tenants under the Tenant Leases, as tenants only), (ii) notices of commencement for work conducted by or on the Company’s behalf or (iii) matters arising between the date of the Commitment and the Closing Date, along with a “no change” affidavit stating that to Seller’s knowledge there have been no changes to the existing surveys and, with respect to the Madison Condominium Parcels, a non-imputation affidavit in the form attached hereto as Exhibit D, conveying the 100% of the Interests to Purchaser“M”; (be) deliver to Purchasersuch corporate, not later than five Business Days before partnership and/or limited liability company certificates and resolutions as the Closing Date, updated Rent Rolls dated not later than 10 Business Days before the Closing Date Purchaser and on the Closing Date, updated Rent Rolls dated as of the Closing Date; (c) in the event that any representation or warranty of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser a certificate (the “Seller Closing Certificate”), dated as of the Closing Date and duly executed by Seller, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.4(b). If, despite changes or other matters described in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificate; (d) deliver to the Title Company such evidence as the Title Company may reasonably require as request in order to confirm the authority authorization of (i) the person actions to be taken by Seller under this Agreement and (ii) the execution and delivery of this Agreement, the Closing Documents and all other documents required to be executed and delivered by Seller pursuant to this Agreement; (f) all Tenant Leases, Books and Records (originals when available or persons executing documents on behalf photocopies if not available) in the possession or control of Seller; (eg) deliver all keys and master keys to all locks at the Title Company an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate Property which are in the form attached hereto as Exhibit E duly executed by Seller and stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act possession or control of 1980; (g) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by PurchaserSeller; (h) deliver an executed counterpart to the Closing Statementall Licenses and Permits in Seller’s possession or control; (i) make available to Purchaser, to the extent not already provided, the Leases and Contracts, together with such leasing and property files and records located all Plans in the property managerSeller’s office for the Property which relate to the continued operation, leasing and maintenance of the Property, but excluding any documents of a confidential nature; possession or control; (j) deliver to Purchaser all Contracts and Condominium Parcel Contracts, if any, in Seller’s possession and occupancy of the Property (including all keys, lock combinations, and pass keys), subject to the Permitted Exceptions, rights of Tenants and terms of the Contractsor control; (k) deliver a schedule of Security Deposits currently held by Seller on behalf of the Tenants; and (l) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

Seller’s Obligations at Closing. At the Closing, GECC shall cause Seller shallto do the following with respect to each Project: (a) deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests grant deed (the “Assignment and Assumption of Membership InterestsDeed”) in the form attached hereto as Exhibit D, conveying the 100% of Owned Land and any Improvements thereon for the Interests applicable Project, subject only to Purchaserthe Permitted Exceptions; (b) deliver to Purchaser, not later than five Business Days before with respect to the Closing DateProject(s) covered by the Ground Leases, updated Rent Rolls dated not later than 10 Business Days before a duly executed assignment (the Closing Date and on “Ground Lease Assignment”) in the Closing Dateform of Exhibit E conveying the lessee’s or sublessee’s, updated Rent Rolls dated as of applicable, interest in the Closing DateGround Lease, subject only to the Permitted Exceptions; (c) in the event that any representation or warranty of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser a certificate duly executed bxxx of sale (the “Seller Closing CertificateBxxx of Sale”) conveying the Personal Property relating to the applicable Project without warranty of title or use and without warranty, express or implied, as to merchantability and fitness for any purpose and in the form attached hereto as Exhibit F; (d) assign to Purchaser, and Purchaser shall assume, the landlord/lessor interest in and to the Leases, Rents and Security Deposits for the applicable Project, and any and all obligations to pay leasing commissions and finder’s fees with respect to the Leases and amendments, renewals and expansions thereof for the applicable Project (subject to Section 4.4(b)(iii)), dated by duly executed assignment and assumption agreement (the “Assignment of Leases”) in the form attached hereto as Exhibit G; (e) to the extent assignable, assign to Purchaser, and Purchaser shall assume, Seller’s interest in the Operating Agreements for the applicable Project which have not been terminated as of the Closing Date (or which have been terminated by notice to the service provider, but such termination is not yet effective) and the other Intangibles for the applicable Project by duly executed by Sellerassignment and assumption agreement (the “Assignment of Contracts”) in the form attached hereto as Exhibit H; (f) join with Purchaser to execute a notice (the “Tenant Notice”) in the form attached hereto as Exhibit I which Purchaser shall send to each tenant under each of the Leases for the applicable Project promptly after the Closing, identifying any representation or warranty that is not, or no longer is, true informing such tenant of the sale of the applicable Project and correct and explaining of the state of facts giving rise to such change. In no event shall Seller be liable assignment to Purchaser forof Seller’s interest in, or be deemed to be in default hereunder by reason ofand obligations under, the Leases (including, if applicable, any breach of representation or warranty Security Deposits), and directing that results from any change that (i) occurs between the Effective Date all Rent and other sums payable after the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition each such Lease be paid as set forth in Section 4.4(b). If, despite changes or other matters described in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificatenotice; (dg) deliver to the Title Company Purchaser such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (e) deliver to the Title Company an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Company; (fh) deliver to Purchaser a certificate in the form attached hereto as Exhibit E J duly executed by Seller and stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980; (g) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as together with a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (h) deliver an executed counterpart to the Closing StatementCalifornia 593-C Certificate; (i) use commercially reasonable efforts to make available to Purchaser, to Purchaser for pick-up at or as soon after the extent not already providedClosing as reasonably practicable, the Leases and Contractsthe Operating Agreements, together with such leasing and property files and records located records, books, correspondence, plans, manuals, warranties, studies, drawings, writings, pictures, surveys, information and other documents, keys, and combinations in the Seller’s possession or control or the property manager’s possession or control, and same shall be made available in the property manager’s office for the Property at each Project, which relate to the continued operation, leasing and maintenance of the Propertysuch Project, but excluding any documents of a Seller’s software, partnership or other corporate documentation, attorney/client privileged communications and similar proprietary or confidential natureinformation (collectively, the “Confidential Documents”); (j) deliver such affidavits and indemnities as may be customarily and reasonably required by the Title Company in order to issue its ALTA owner’s title policy with standard coverages for such Project, subject only to the Permitted Exceptions; i.e. not inclusive of any endorsements or special coverages required by Purchaser as to such Project, in a form reasonably acceptable to Seller and GECC; (k) deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys)such Project, subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (kl) execute a closing statement acceptable to Seller; (m) use commercially reasonable efforts, subject to the Merger Agreement and the terms and conditions of such agreements, to terminate (i) all Operating Agreements requested to be terminated by Purchaser, (ii) commission or similar agreements relating to leasing at the Property (the “Leasing Agreements”) and (iii) property management agreements, in each event only to the extent the same relate to the Property (and Purchaser shall assume any of such agreements not terminated as of the Closing, including, but not limited to, the obligations under any such agreements which survive termination such as by way of example, any obligation to pay additional leasing commissions, subject to the prorations and adjustments provided in Section 4.4 hereof). Neither GECC nor Seller shall have any obligation to terminate any such agreement which, by its nature, is not terminable (such as a lease commission agreement for a specific lease) or which may only be terminated by payment of a termination fee or similar charge. Notwithstanding the foregoing, at or prior to Closing, GECC shall terminate or cause the termination, as to the Property, of any property management or leasing agreement entered into with Arden or Seller or affiliates thereof; (n) deliver a schedule of Security Deposits currently held by Seller on behalf an assignment of the TenantsPurchased LLC Interests in a form reasonably acceptable to GECC and Purchaser; (o) deliver such documents as shall be reasonably required to consummate the assignment and assumption of the Redemption Core Property I Debt if Purchaser becomes obligated to purchase Redemption Core Property I under this Agreement; and (lp) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement; provided, however, that in no event shall Seller or GECC be required to indemnify the Title Company, Purchaser, or any other party pursuant to any such documents, or undertake any other material liability not expressly contemplated in this Agreement, unless GECC or Seller, as applicable, elects to do so in its sole discretion.

Seller’s Obligations at Closing. At Closing, Seller shall: (a) deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests (the “Assignment and Assumption of Membership Interests”) limited warranty deed in the form attached hereto as Exhibit DSchedule 4.2(a) and by this reference made a part hereof, conveying the 100% of Real Property to Purchaser subject to the Interests to PurchaserPermitted Exceptions (the “Deed”); (b) deliver to Purchaser two counterparts of a xxxx of sale and assignment and assumption of leases and service contracts, in the form attached hereto as Schedule 4.2(b) and by this reference made a part hereof, duly executed by Seller, pursuant to which (i) Seller shall convey the Tangible Personal Property and the Intangible Property to Purchaser, not later than five Business Days before and (ii) Seller shall assign to Purchaser, and Purchaser shall assume from and after the Closing Datedate of Closing, updated Rent Rolls dated not later than 10 Business Days before Seller’s interest in and to the Closing Date Leases and on Designated Service Contracts, as amended or supplemented pursuant to this Agreement (the Closing Date, updated Rent Rolls dated as “Xxxx of the Closing DateSale and Assignment”); (c) join with Purchaser to execute a notice (the “Tenant Notice”) in form and content reasonably satisfactory to Purchaser and Seller, which Purchaser shall send to each tenant under each of the event Leases informing such tenant of the sale of the Property and of the assignment to Purchaser of Seller’s interest in, and obligations under, the Leases (including, if applicable any security deposits) and directing that any representation or warranty of Seller all rent and other sums payable after the Closing under each such Lease shall be paid as set forth in Section 3.1 needs to be modified due to changes since the Effective Date, notice. (d) deliver to Purchaser a certificate (the “Seller Seller’s Closing Certificate”), dated as of the date of Closing Date and duly executed by Seller, in the form of Schedule 4.2(d) attached hereto, stating that the representations and warranties of Seller contained in Section 5.1 of this Agreement and the covenants in Section 5.4 of this Agreement are true and correct in all material respects as of the date of Closing (with appropriate modifications to reflect any changes therein or identifying any representation or warranty that which is not, or no longer is, true and correct and explaining the state of facts giving rise to such the change). In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach The inclusion of representation or warranty that results from any change that (i) occurs between or exception in such certificate shall not prejudice Purchaser’s rights under this Agreement with respect to the Effective Date and subject matter of such change or exception. The Seller’s Closing Certificate shall include an updated Rent Roll dated as of a date as close to the Closing Date as is practical as to which Seller shall make the same representations and (ii) is expressly permitted under the terms of this Agreement; providedwarranties, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment as of the condition set forth in date of such Rent Roll, as Seller makes under Section 4.4(b). If, despite changes or other matters described in 5.1(d) with respect to the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificate;Rent Roll attached hereto. (de) deliver to the Title Company Purchaser such evidence as Purchaser’s counsel and/or the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (e) deliver to the Title Company an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E an affidavit duly executed by Seller and stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 19801980 and the 1984 Tax Reform Act; (g) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior deliver to the Expiration of the Due Diligence PeriodTitle Company a title insurance affidavit, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred required by the Company as Title Company, duly executed by Seller or a result representative of the termination of such ContractsSeller, the amount of any such fees or penalties shall be credited in form and content reasonably satisfactory to Seller at Closing or otherwise paid by Purchaserand the Title Company; (h) deliver an executed counterpart to Purchaser at the place of Closing Statement; (i) make available to Purchaser, to or at the extent not already provided, Property the Leases and Contractsin the possession of Seller or Seller’s agents, including any originally executed Leases in Seller’s possession at the Property or otherwise in Seller’s reasonable control, together with such leasing and property files and records located which are material in the property manager’s office for the Property which relate to connection with the continued operation, leasing and maintenance of the Property, but excluding any documents of a confidential natureall to the extent not previously delivered; (ji) deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys)Property, subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (k) deliver a schedule of Security Deposits currently held by Seller on behalf of the Tenants; and (lj) deliver such additional documents as shall be reasonably requested by the Title Company or Purchaser or required to consummate the transaction contemplated by this Agreement (such as, without limitation, a closing statement, 1099 form and an affidavit regarding brokers); provided, however, that in no event shall Seller be required to indemnify the Title Company, Purchaser, or any other party pursuant to any such documents, or undertake any other material liability not expressly contemplated in this Agreement, unless Seller elects to do so in its sole discretion; (k) if the legal description attached hereto as Schedule 1.1(a) differs from the legal description drawn from the Survey, Seller shall at Closing deliver (in addition to the Deed) a quit claim deed conveying the Real Property pursuant to the legal description drawn from the Survey, which legal description shall be subject to Seller’s approval, which approval shall not be unreasonably withheld; (l) Seller shall deliver to Purchaser and Escrow Agent such certificate or affidavit, if any, as is required under applicable provisions of Georgia law and regulation, to assure Purchaser and Escrow Agent that Georgia sales tax withholding is not required. If Seller fails to deliver such certificate or affidavit, and otherwise fails to provide Purchaser and Escrow Agent reasonably satisfactory assurance that withholding is not required, then Escrow Agent shall be entitled to withhold applicable Georgia sales taxes if and to the extent required by applicable Georgia law and regulation; and (m) deliver to Purchaser CDs containing various Property financial reports downloaded from Seller’s MRI operating system at Closing or within one (1) day following Closing. This Section 4.2 shall survive the Closing.

Seller’s Obligations at Closing. At Closing, Seller shall: (a) deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests special warranty deed (the “Assignment and Assumption of Membership Interests”"Deed") in the form attached hereto as Exhibit DSchedule 4.2(a), conveying the 100% Land and Improvements, subject only to the Permitted Exceptions; the warranty of title in the Interests Deed will be only as to Purchaserclaims made by, through or under Seller and not otherwise; (b) deliver to Purchaser, not later than five Business Days before Purchaser a duly executed bill xx sale in the Closing Date, updated Rent Rolls dated not later than 10 Business Days before form attached hereto as Schedule 4.2(b) conveying the Closing Date and on the Closing Date, updated Rent Rolls dated as of the Closing DatePersonal Property; (c) assign to Purchaser, and Purchaser shall assume, the landlord/lessor interest in and to the Leases by duly executed assignment and assumption agreement in the event that any representation or warranty of Seller set forth form attached hereto as Schedule 4.2(c); (d) to the extent assignable, assign to Purchaser, and Purchaser shall assume, Seller's interest in the Operating Agreements and the other Intangibles by duly executed assignment and assumption agreement in the form attached hereto as Schedule 4.2(d); (e) deliver to Purchaser such Tenant Estoppels (as defined in Section 3.1 needs 5.4(b) hereof) as are in Seller's possession; (f) join with Purchaser to be modified due execute a notice in the form attached hereto as Schedule 4.2(f) which Purchaser shall send to changes since each tenant under each of the Effective Date, Leases informing such tenant of the sale of the Property; (g) deliver to Purchaser a certificate (the “Seller Closing Certificate”)certificate, dated as of the date of Closing and executed on behalf of Seller by a duly authorized officer thereof, stating that the representations and warranties of Seller contained in this Agreement are true and correct in all material respects as of the date of Closing (with appropriate modifications of those representations and warranties made in Section 5.1 hereof to reflect any changes therein including, without limitation, any changes resulting from actions under Section 5.4 hereof and violation notices received after the Effective Date and duly executed by Seller, or identifying any representation or warranty that which is not, or no longer is, true and correct and explaining the state of facts giving rise to such the change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that which results from any change that (i) occurs between the Effective Date and the date of Closing Date and (ii) is expressly permitted under the terms of this AgreementAgreement or is beyond the reasonable control of Seller to prevent; provided, however, that the occurrence of a change that which is not permitted hereunder shall or is beyond the reasonable control of Seller to prevent shall, if materially adverse to Purchaser (as reasonably determined by Purchaser), constitute the non-fulfillment of the condition set forth in Section 4.4(b4.6(b). If; if, despite changes or other matters described in the Seller Closing Certificatesuch certificate, the Closing occurs, Seller’s 's representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificate;such certificate. (dh) deliver to the Title Company Purchaser such evidence as Purchaser's counsel and/or the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (ei) deliver to the Title Company Purchaser an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E duly executed by Seller and stating that Seller is not a “"foreign person” " as defined in the Federal Foreign Investment in Real Property Tax Act of 19801980 and the 1984 Tax Reform Act in the form attached hereto as Schedule 4.2(i); (gj) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence the Leases, Operating Agreements and licenses and permits, if any, in the possession of each such termination; provided, however, that if any termination fees Seller or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (h) deliver an executed counterpart to the Closing Statement; (i) make available to Purchaser, to the extent not already provided, the Leases and ContractsSeller's agents, together with such leasing and property files and records located which are material in the property manager’s office for the Property which relate to connection with the continued operation, leasing and maintenance of the Property. So long as Purchaser continues to own the Property, but excluding Purchaser shall cooperate with Seller for a period of seven (7) years after Closing in case of Seller's need in response to any documents legal requirement, a tax audit, tax return preparation or litigation threatened or brought against Seller, by allowing Seller and its agents or representatives access, upon reasonable advance notice (which notice shall identify the nature of a confidential naturethe information sought by Seller), at all reasonable times to examine and make copies of any and all such instruments, files and records, which right shall survive the Closing; (jk) deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys)Property, subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (kl) deliver a schedule of Security Deposits currently held by Seller on behalf to Purchaser evidence of the Tenantstermination of the existing management and leasing agreements for the Property; and (lm) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement. (n) a Seller's title affidavit in form reasonably approved by Seller addressed solely to the Title Company.

Seller’s Obligations at Closing. At Closing, Seller shall: (a) deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests (the “Assignment and Assumption of Membership Interests”) limited or special warranty deed in the form attached hereto as Exhibit DSchedule 4.2(a) and by this reference made a part hereof, conveying the 100% of Real Property to Purchaser subject only to the Interests to PurchaserPermitted Exceptions (the "Deed"); (b) deliver to Purchaser two counterparts of a xxxx of sale and assignment and assumption of leases and service contracts, in the form attached hereto as Schedule 4.2(b) and by this reference made a part hereof, duly executed by Seller, pursuant to which (i) Seller shall convey the Tangible Personal Property and the Intangible Property to Purchaser, not later than five Business Days before and (ii) Seller shall assign to Purchaser, and Purchaser shall assume from and after the Closing Datedate of Closing, updated Rent Rolls dated not later than 10 Business Days before Seller's interest in and to the Closing Date Leases and on Designated Service Contracts, as amended or supplemented pursuant to this Agreement (the Closing Date, updated Rent Rolls dated as “Xxxx of the Closing DateSale and Assignment”); (c) join with Purchaser to execute a notice (the “Tenant Notice”) in the event form of Schedule 4.2(c) attached hereto, which Purchaser shall send to each tenant under each of the Leases informing such tenant of the sale of the Property and of the assignment to Purchaser of Seller's interest in, and obligations under, the Leases (including, if applicable any security deposits) and directing that any representation or warranty of Seller all rent and other sums payable after the Closing under each such Lease shall be paid as set forth in Section 3.1 needs to be modified due to changes since the Effective Date, notice; (d) deliver to Purchaser a certificate (the “Seller Seller's Closing Certificate”), dated as of the date of Closing Date and duly executed by Seller, in the form of Schedule 4.2(d) attached hereto, stating that the representations and warranties of Seller contained in Section 5.1 of this Agreement are true and correct in all material respects as of the date of Closing (with appropriate modifications to reflect any changes therein or identifying any representation or warranty that which is not, or no longer is, true and correct and explaining the state of facts giving rise to such the change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement); provided, however, that the occurrence inclusion of a any change that is or exception in such certificate shall not permitted hereunder prejudice Purchaser's rights under this Agreement with respect to the subject matter of such change or exception. The Seller's Closing Certificate shall constitute include an updated Rent Roll dated no earlier than two (2) business days prior to the non-fulfillment Closing Date as to which Seller shall make the same representations and warranties, as of the condition set forth in date of such Rent Roll, as Seller makes under Section 4.4(b). If, despite changes or other matters described in 5.1(d) with respect to the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing CertificateRent Roll attached hereto; (de) deliver to the Title Company Purchaser such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (e) deliver to the Title Company an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E an affidavit duly executed by Seller and stating that Seller is not a “"foreign person” " as defined in the Federal Foreign Investment in Real Property Tax Act of 19801980 and the 1984 Tax Reform Act; (g) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior deliver to the Expiration of the Due Diligence PeriodTitle Company a title insurance affidavit, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred required by the Company as Title Company, duly executed by Seller or a result representative of the termination of such ContractsSeller, the amount of any such fees or penalties shall be credited in form and content reasonably satisfactory to Seller at Closing or otherwise paid and the Title Company regarding construction, debts, liens and parties in possession and other matters customarily required by PurchaserTitle Company and, if applicable, a customary “gap” indemnity; (h) deliver an executed counterpart to Purchaser at the place of Closing Statement; (i) make available to Purchaser, to or at the extent not already provided, Property the Leases and Contracts, together with such leasing and property files and records located in the property manager’s office for the Property which relate records, and other Deliveries, all to the continued operation, leasing extent not previously delivered and maintenance of the Property, but excluding any documents of a confidential natureoriginals thereof to the extent in Seller's possession or control; (ji) deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys)Property, subject to the Permitted Exceptions, rights and deliver to Purchaser all inventories of Tenants and terms of supplies on hand at the ContractsProperty owned by Seller, if any, at no additional cost to Purchaser; (kj) deliver a schedule of Security Deposits currently held closing statement(s) evidencing the transaction contemplated by Seller on behalf of the Tenants; and (l) deliver this Agreement and such additional documents documents, including without limitation transfer tax or similar forms or returns, if any, as shall be reasonably requested by the Title Company or required to consummate the transaction contemplated by this Agreement; and (k) if the legal description attached hereto as Schedule 1.1(a) differs from the legal description of the Property drawn from the Survey, Seller shall at Closing deliver (in addition to the Deed) a quit claim deed conveying the Property pursuant to the legal description drawn from the Survey, which legal description shall be subject to Seller's approval, which approval shall not be unreasonably withheld.

Seller’s Obligations at Closing. At the Closing, Seller shall: (a) deliver to Purchaser or procure the delivery of a copy or extract of a resolution of the Board of Directors of Paroc or a resolution of the sole shareholder of Paroc (as applicable) approving the termination and release of any obligations under the Contribution Agreement, and a Termination Agreement duly executed Assignment by Paroc and Assumption of Membership Interests (other parties to the “Assignment and Assumption of Membership Interests”) in the form attached hereto as Exhibit D, conveying the 100% of the Interests to PurchaserContribution Agreement; (b) deliver or procure the delivery to Purchaser, not later than five Business Days before Buyer of resignation letters in Agreed Form executed by the Closing Date, updated Rent Rolls dated not later than 10 Business Days before the Closing Date and on the Closing Date, updated Rent Rolls dated as members of the Closing DateBoard(s) of Directors or officers of the Group Companies (as identified by Buyer to Seller) where such directors or officers acknowledge that they have no claim against the relevant Group Companies in connection with their membership in the Board(s) of Directors or other position; (c) in the event that any representation or warranty of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser Buyer a certificate (the “Seller Closing Certificate”), dated as of the Closing Date and Supplementary Disclosure Letter duly executed by Seller, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.4(b). If, despite changes or other matters described in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing CertificateWarrantors; (d) deliver to the Title Company such evidence as the Title Company may reasonably require as to the authority Buyer or its counsel new, original share certificates in respect of all of the person or persons executing documents on behalf Shares in the name of SellerBuyer; (e) deliver to Buyer the Title Company an owner’s affidavit duly executed by shareholder register of the Company, in customary form reasonably acceptable to evidencing that Buyer has been duly entered into it as the Title Companyholder of the Shares; (f) save to the extent that immediately prior to Closing they are kept at the Properties (or any of them) or are in the possession of a Group Company, deliver to Purchaser a certificate Buyer originals or certified copies of (i) the shareholders’ registers of each of the Subsidiaries (other than LLC “Paroc”) and (ii) the share certificates representing all of the shares in the form attached hereto Subsidiaries (other than LLC “Paroc”) and (iii) in respect of LLC “Paroc”, (a) the list of participants as Exhibit E duly executed of the Closing Date signed and stamped by Seller the general director of LLC “Paroc” and stating that Seller is not a “foreign person” as defined in (b) an official excerpt from the Federal Foreign Investment in Real Property Tax Act Russian Unified State Register of 1980;Legal Entities (USRLE) with the stamp of the Russian tax authorities issued no later than 3 Business Days prior to the Closing Date. (g) terminate or cause deliver to Buyer a general power of attorney in the Agreed Form for the persons nominated by Buyer to represent the Company to terminate, effective on or before for the period from Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to until such rights have been duly registered at the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by PurchaserSwedish Companies Registration Office; (h) deliver an executed counterpart to the Closing Statementextent requested by Buyer, deliver to Buyer: (i) signed minutes of a meeting of (or written resolutions of) the board of directors or shareholders of the Company, in a form acceptable to Buyer (acting reasonably), pursuant to which resolutions are passed to approve or give effect to, to the extent applicable and required by Buyer (acting reasonably), (a) the transfer of the Shares, and (b) the resignation or removal (as applicable) and appointment of directors, officers and auditors of the Company (as identified by Buyer to Seller); and (ii) signed minutes of a meeting of the board of directors or shareholders of any Group Company (or written resolutions where permitted in the relevant jurisdiction), in a form acceptable to Buyer (acting reasonably), pursuant to which resolutions are passed to approve or give effect to the resignation or removal (as applicable) of Xxxx Xxxxxxxx as a director or officer of the relevant Group Company and, where applicable, the appointment of a replacement director or officer of the relevant Group Company nominated by Buyer; (i) make available deliver or procure the delivery to Purchaser, to the extent not already provided, the Leases and Contracts, together with such leasing and property files and records located in the property manager’s office for the Property which relate to the continued operation, leasing and maintenance Buyer of the Property, but excluding any documents of a confidential natureData Room Drive; (j) deliver or procure the delivery to Purchaser possession Buyer from each of Seller and occupancy Seller’s Affiliates a confirmation of the Property (including all keys, lock combinations, and pass keys), subject to the Permitted Exceptions, rights of Tenants and terms of the Contractsno claims in Agreed Form; (k) deliver to Buyer a schedule of Security Deposits currently held by Seller statement showing the balances on behalf all bank accounts of the TenantsGroup Companies as at the latest practicable date prior to Closing; (l) save to the extent that immediately prior to Closing they are kept at the Properties (or any of them) or are in the possession of a Group Company, deliver to Buyer all of the books of account, financial and accounting records of the Group Companies and the Business; (m) deliver or procure the delivery to Buyer of the duly executed Release Documents (excluding the Deeds of Release); (n) procure delivery of signed Deeds of Release, which are effective upon receipt by the relevant recipients of the amounts paid by Buyer in accordance with its obligations pursuant to Section 7.1(d); and (lo) deliver such additional to Buyer a copy of any power of attorney or corporate resolution under which this Agreement and any other documents as shall be reasonably required referred to consummate in it is executed and evidence of the transaction contemplated by this Agreementauthority of any person signing on behalf of any corporate entity.

Seller’s Obligations at Closing. At Closing, Seller shall: (a) deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests Special Warranty Deed (the “Assignment and Assumption of Membership InterestsDeed”) in the form of Exhibit A attached hereto as Exhibit Dand made a part hereof for all purposes, executed and acknowledged by Seller in recordable form, conveying the 100% Land and Improvements to Purchaser free and clear of all encumbrances except the Interests to PurchaserPermitted Exceptions; (b) deliver to Purchaserjoin with Purchaser in the execution and acknowledgment of a Blanket Conveyance, not later than five Business Days before Xxxx of Sale and Assignment (the Closing Date, updated Rent Rolls dated not later than 10 Business Days before “Xxxx of Sale”) in the Closing Date form of Exhibit B attached hereto and on the Closing Date, updated Rent Rolls dated as of the Closing Datemade a part hereof for all purposes; (c) in the event that any representation or warranty of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser a certificate (the “Seller Closing Certificate”), dated as of the Closing Date and duly executed standard or customary reliance letter issued by Seller, identifying any representation or warranty that is not, or no longer is, true ’s Environmental Consultant and correct and explaining the state of facts giving rise addressed to such change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.4(b). If, despite changes or other matters described in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing CertificatePurchaser; (d) deliver to Purchaser a FIRPTA Affidavit (the Title Company “FIRPTA Affidavit”) in the form of Exhibit G attached hereto and made a part hereof for all purposes, duly executed by Seller, stating that Seller is not a “foreign person” as defined in the federal Foreign Investment in Real Property Tax Act of 1980 and the 1984 Tax Reform Act, and in the event Seller is unable or unwilling to deliver the FIRPTA Affidavit, in lieu thereof the funds payable to Seller shall be adjusted in such a manner as to comply with the withholding provisions of such statutes; (e) deliver to Purchaser possession of the Property, subject only to the Permitted Exceptions; (f) deliver to Purchaser tax certificates furnished by the taxing authorities having jurisdiction over the Property reflecting that all ad valorem taxes levied on the Property have been paid through the calendar year immediately preceding Closing; (g) deliver to Purchaser such evidence as Purchaser’s counsel and/or the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (e) deliver to the Title Company an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E duly executed by Seller and stating that such other documents, instruments, and sums as may be necessary from Seller is not a “foreign person” as defined in the Federal Foreign Investment order to permit Closing in Real Property Tax Act of 1980; (g) terminate or cause the Company to terminate, effective accordance with this Agreement on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (h) deliver an execute a sublease dated as of the date of Closing, that has been executed counterpart to by Lantana HP Limited, LP, a Texas limited partnership (“Sublandlord”), as sublandlord, in the Closing Statementform of Exhibit E attached hereto and made a part hereof for all purposes; (i) make available join with Purchaser and Sublandlord in the execution and acknowledgment of a Consent Agreement dated as of the date of Closing (the “Consent Agreement”) in the form of Exhibit F attached hereto and made a part hereof for all purposes. The parties acknowledge that it shall be Purchaser’s obligation to Purchaser, obtain Sublandlord’s signature to the extent not already provided, the Leases and Contracts, together with such leasing and property files and records located in the property manager’s office for the Property which relate to the continued operation, leasing and maintenance of the Property, but excluding any documents of a confidential nature;Consent Agreement; and (j) deliver to Purchaser possession and occupancy the letter of credit required under the Property (including all keys, lock combinations, and pass keys), subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (k) deliver a schedule of Security Deposits currently held by Seller on behalf of the Tenants; and (l) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Consent Agreement.

Seller’s Obligations at Closing. At Closing, Seller shall: (a) deliver to Purchaser a duly executed Assignment counterpart of a Second Amendment to Railway Lease between Seller, as Landlord, and Assumption of Membership Interests Railway, as Tenant (the “Assignment and Assumption of Membership InterestsSecond Railway Lease Amendment”) in form and content reasonably satisfactory to Seller, Railway, and Purchaser, to be effective immediately before delivery of the Deed and the Railway Lease Assignment (defined below). (b) deliver to Purchaser a Special Warranty Deed in substantially the form attached hereto as Exhibit D“C” and made a part hereof (the “Deed”), duly executed and notarized by Seller, conveying good and indefeasible title to the 100% of the Interests to Purchaser; (b) deliver Property to Purchaser, not later than five Business Days before subject only to the Closing Date, updated Rent Rolls dated not later than 10 Business Days before Permitted Exceptions and the Closing Date and on the Closing Date, updated Rent Rolls dated as of the Closing Date;Existing Loans. (c) in the event that any representation or warranty of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser a certificate Bill of Sale and Assignment in substantially the form attached hereto as Exhibit “D” and by this reference made a part hereof (collectively, the “Seller Closing CertificateBill of Sale and Assignment”), dated as of the Closing Date and duly executed by Seller, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.4(b). If, despite changes or other matters described in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificate;. (d) deliver to Purchaser and Lender the Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller;Assumption Documents, duly executed and acknowledged by Xxxxxx. (e) deliver to Purchaser an Assignment and Assumption of the Title Company an owner’s affidavit duly executed by Railway Lease in form and content reasonably satisfactory to Purchaser (the Company, in customary form reasonably acceptable to the Title Company;“Railway Lease Assignment”). (f) deliver to Purchaser a certificate in and the form attached hereto as Exhibit E Title Company an affidavit duly executed by Seller and Xxxxxx stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980;1980 and the 1984 Tax Reform Act, in accordance with Treas. Reg. §1.1445-2(b)(2). (g) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser and the Title Company such evidence of each such termination; provided, however, that if any termination fees as Purchaser or other penalties are incurred by the Title Company may reasonably require as a result to the authority of the termination person or persons executing documents on behalf of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser;Seller. (h) deliver an to Purchaser and the Title Company a title insurance affidavit duly executed counterpart by Seller or its duly authorized representative, in form and content reasonably satisfactory to Seller and the Closing Statement;Title Company. (i) make available deliver to Purchaser, to the extent not already provided, the Leases and Contracts, together with such leasing and property files and records located in the property manager’s office for the Property which relate to the continued operation, leasing and maintenance Purchaser possession of the Property, but excluding any documents subject, however, to the occupancy of a confidential nature;the Railway under the terms of the Railway Lease, and the Permitted Exceptions. (j) deliver to Purchaser possession the Title Company a closing statement (“Closing Statement”) in form and occupancy of the Property (including all keys, lock combinations, substance mutually acceptable to Seller and pass keys), subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts;Purchaser. (k) deliver a schedule of Security Deposits currently held by Seller on behalf of the Tenants; and (l) deliver such additional any other documents as shall be or instruments reasonably required by the Title Company or Purchaser, in order to consummate close the transaction transactions contemplated by this Agreementherein.

Seller’s Obligations at Closing. At least one (1) Business Day prior to the applicable Closing, Seller shall:shall deliver to Escrow Holder four (4) copies of the following documents with respect to Seller, the Shopping Center and each Apartment Complex (the “Closing Documents”): (a) deliver a Special Warranty Deed (herein so called), in form and substance as set forth on Exhibit “C” attached hereto, duly executed and acknowledged by the applicable Seller, conveying fee simple title to the Premises to Purchaser a duly executed or its designee, subject only to the Permitted Encumbrances; (b) counterparts of an Assignment and Assumption of Membership Interests Leases (herein so called), in form and substance as set forth on Exhibit “D” attached hereto, duly executed by the “Assignment and Assumption of Membership Interests”) in the form attached hereto as Exhibit Dapplicable Seller, conveying the 100% of Tenant Leases and Deposits for the Interests Property to Purchaser; (b) deliver to Purchaser, not later than five Business Days before the Closing Date, updated Rent Rolls dated not later than 10 Business Days before the Closing Date and on the Closing Date, updated Rent Rolls dated as of the Closing Date; (c) counterparts of a Bxxx of Sale (herein so called), in the event that any representation or warranty of Seller form and substance as set forth in Section 3.1 needs to be modified due to changes since the Effective Dateon Exhibit “E” attached hereto, deliver to Purchaser a certificate (the “Seller Closing Certificate”), dated as of the Closing Date and duly executed by the applicable Seller, identifying any representation or warranty that is not, or no longer is, true and correct and explaining conveying the state of facts giving rise Property other than the Premises to such change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.4(b). If, despite changes or other matters described in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing CertificatePurchaser; (d) deliver counterparts of a General Assignment and Assumption (herein so called), in form and substance as set forth on Exhibit “F” attached hereto, duly executed by the applicable Seller, conveying the Contracts, Licenses and Permits and Warranties and Guaranties owned by Seller for the Property to the Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of SellerPurchaser; (e) deliver to the Title Company an owner’s affidavit duly a form of Notice Letter (herein so called) originally executed by the Companyapplicable Seller and addressed to Tenants under the Tenant Leases, in customary form reasonably acceptable to the Title Company; and substance as set forth in Exhibit “G” attached hereto; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E duly an affidavit originally executed by the applicable Seller and stating to the effect that such Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act person for purposes of 198026 U.S.C. 1445 (b) (2); (g) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (h) deliver an executed counterpart to the Closing Statement; (i) make available to Purchaser, to the extent not already provided, the Leases and Contracts, together with such leasing and property files and records located in the property manager’s office for the Property which relate to the continued operation, leasing and maintenance of the Property, but excluding any documents of a confidential nature; (j) deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys), subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (k) deliver a schedule of Security Deposits currently held by Seller on behalf of the Tenants; and (l) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

Seller’s Obligations at Closing. At Closing, Closing Seller shall: (a) 4.5.1. Execute, acknowledge and deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests (the “Assignment and Assumption of Membership Interests”) Limited Warranty Deed in the form attached hereto as Exhibit D, “F” conveying the 100% Property to Purchaser subject only to the Permitted Exceptions (the “Deed”). The description of the Interests Property to Purchaser; (b) deliver be attached to the Deed shall be the description by which Seller took title to the Property, but Seller agrees upon request by Purchaser also to quitclaim to Purchaser any description of the Property based on either the Existing Survey or, if delivered to Purchaser, not later than five Business Days before the Closing Date, updated Rent Rolls dated not later than 10 Business Days before the Closing Date New Survey. 4.5.2. Execute and on the Closing Date, updated Rent Rolls dated as of the Closing Date; (c) in the event that any representation or warranty of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser a certificate (the “Seller Closing Certificate”), dated as blanket xxxx of the Closing Date sale and duly executed by Seller, identifying any representation or warranty that is not, or no longer is, true assignment and correct and explaining the state of facts giving rise to such change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.4(b). If, despite changes or other matters described in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificate; (d) deliver to the Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (e) deliver to the Title Company an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate assumption agreement in the form attached hereto as Exhibit E duly executed “G” (the “Assignment”), transferring, conveying and assigning to Purchaser all of Seller’s right, title and interest in and to (a) the Tenant Leases (together with all security deposits held by Seller with respect to such Tenant Leases); (b) the Personal Property, in “as is, where is” condition, without representation or warranty other than title, (c) Permits, to the extent assignable, and stating (d) the Contracts, except as to Contracts which Purchaser elects to have terminated pursuant to Section 2.5 above. 4.5.3. Deliver to the Title Company evidence satisfactory to it of Seller’s authority to execute and deliver the documents reasonably necessary to consummate this transaction. 4.5.4. Deliver to the Title Company and to the Purchaser (a) an affidavit of possession and no liens satisfactory to the Title Company so as to cause the Title Company to remove the mechanics’ lien and parties in possession standard exceptions from the Title Commitment (subject to exception for tenants holding under unrecorded leases), and (b) an affidavit stating, if true, that the footprint of the Improvements has not been expanded or altered (and that there have been no physical additions made to the Improvements) since the date of the Existing Survey. 4.5.5. Deliver to the Title Company all other customary documents reasonably required from a seller under the Title Commitment to permit the Title Company to issue its policy to the Purchaser and Purchaser’s lender, subject only to the Permitted Exceptions. 4.5.6. Deliver to Purchaser a certificate that the Seller is not a “foreign person” as defined person in accordance with Section 1445 of the Federal Foreign Investment Internal Revenue Code. 4.5.7. Deliver or make available to Purchaser at the Property originals (if available) or copies (if originals are not available) of all Tenant Leases, non-terminated Contracts, and Permits in Real Property Tax Act of 1980; (g) terminate Seller’s possession or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior control applicable to the Expiration of the Due Diligence Period, not to assume Property. 4.5.8. Execute and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by a letter in the Company form attached hereto as a result Exhibit “H” advising tenants under the Leases of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (h) deliver an executed counterpart to the Closing Statement; (i) make available to Purchaser, to the extent not already provided, the Leases and Contracts, together with such leasing and property files and records located change in the property manager’s office for the Property which relate to the continued operation, leasing and maintenance ownership of the Property, but excluding any documents of a confidential nature;. (j) 4.5.9. Execute and deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, Escrow Agent the closing statement and pass keys), subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (k) deliver a schedule of Security Deposits currently held by Seller on behalf of the Tenants; and (l) deliver such additional any other documents as shall be reasonably required by the Escrow Agent to consummate the transaction contemplated by this Agreement. 4.5.10. Deliver to Purchaser all keys and master keys to all locks at the Property, which shall be made available at the Property.

Seller’s Obligations at Closing. At the Closing, Seller shallshall deliver or cause to be delivered to Purchaser, at Seller's sole cost and expense, each of the following items: (a) deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests (the “Assignment and Assumption of Membership Interests”) A special warranty deed in the form attached hereto as Exhibit DEXHIBIT "B" (the "Deed') and a Xxxx of Sale in the form attached hereto as EXHIBIT "C", duly executed and acknowledged by Seller, conveying the 100% of the Interests to Purchaser;, good, indefeasible fee simple title in the Property, subject only to the Permitted Exceptions, and to the Personal Property. (b) deliver A non-foreign person affidavit sworn to Purchaser, not later than five Business Days before the Closing Date, updated Rent Rolls dated not later than 10 Business Days before the Closing Date and on the Closing Date, updated Rent Rolls dated by Seller as required by Section 1445 of the Closing Date;Internal Revenue Code. In the event that Seller fails to deliver the affidavit at Closing, then the Title Company shall be entitled to withhold from the Purchase Price a sum equal to ten percent (10%) of the total amount which otherwise would have been realized by Seller from such sale, which sum will be paid by the Title Company to the United States Treasury pursuant to the requirements of Section 1445 of the Internal Revenue Code and the regulations promulgated thereunder. (c) An Owner's Policy of Title Insurance in the event that any representation or warranty of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser a certificate (the “Seller Closing Certificate”), dated as amount of the Closing Date Purchase Price reflected on the closing statements prepared by the Title Company and duly executed approved by SellerSeller issued by the Title Company on the standard form in use in the State of Texas on the Policy of a Title Insurance Company licensed to do business in Texas insuring good and indefeasible fee simple title to the Property in the purchaser, identifying any representation or warranty that is notsubject only to the Permitted Exceptions and the standard printed exceptions, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that except: (i) occurs between The exception relating to discrepancies, conflicts or shortages in area or boundary lines, or any encroachment or any overlapping of improvements which a survey might show shall be modified to delete such exception except as to "shortages in area" if the Effective Date and amounts required by the Closing Date and Title Company to be paid for such deletion are paid by Purchaser; and, (ii) is expressly permitted under The exception relating to ad valorem taxes shall except only to taxes owing for the terms current year of this Agreementclosing and subsequent years; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.4(b). If, despite changes or other matters described in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificate;and (d) deliver An updated Rent Roll, certified to by Seller as being true and accurate, together with Originals or copies of all signed Leases and rental agreements in effect. (e) All security and cleaning deposits. (f) All Service Contracts in effect and not otherwise capable of being terminated even if Purchaser may request termination thereof. (g) Written Termination of the current management agreement without cost to Purchaser. (h) Possession of the Property, together with all keys. (i) All transfers, if necessary, of utilities. (j) A notice letter to all residents of the apartment complex as to change or ownership in form reasonably mutually agreeable to Seller and Purchaser. (k) An Assignment of the Leases and Assumption of Obligations by Purchaser agreement in a form reasonably mutually agreeable to Seller and Purchaser. (1) Such evidence or documents as may be reasonably required by Purchaser or the Title Company such evidence as evidencing the Title Company may reasonably require as to status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller;Seller in connection with the sale of the Property. (em) deliver An affidavit from Seller that to the Title Company an owner’s affidavit duly executed by best of Seller's knowledge, information and belief, there, on the Companydate of Closing, no unsatisfied judgments, creditor's claims other than in customary form reasonably acceptable the course of business, tax liens, or pending bankruptcies involving Seller. (n) An assignment of all assignable licenses and permits relating to the Title Company; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E duly executed by Seller and stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980; (g) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (h) deliver an executed counterpart to the Closing Statement; (i) make available to Purchaser, to the extent not already provided, the Leases and Contracts, together with such leasing and property files and records located in the property manager’s office for the Property which relate to the continued operation, leasing and maintenance operation of the Property, but excluding any documents of a confidential nature;the existing telephone number, and the business trade name as set forth in Paragraph 1.1 hereof. (jo) deliver to Purchaser possession and occupancy Execution by Seller of all documents, if any, as may be reasonably necessary for the transfer of the Property (including all keystelephone, lock combinationselectric, water and sewer, and pass keys)gas utilities, subject as may be required by the utility, and which are presented to Seller at the Permitted Exceptions, rights of Tenants and terms of the Contracts;Closing. (kp) deliver a schedule of Security Deposits currently held Such other documents as may be reasonably requested by Seller on behalf of the Tenants; andTitle Company in connection with this transaction. (lq) deliver such additional documents A representation letter as shall be reasonably normally required to consummate by auditors for a public company, in form meeting the transaction contemplated by this Agreementreasonable approval of Seller's certified public accountants.

Seller’s Obligations at Closing. At Except as otherwise expressly provided below, at or prior to Closing, Seller shall: (a) with respect to each Real Property, deliver or cause to Purchaser be delivered to Buyer through Escrow an original duly executed and acknowledged special warranty deed in substantially the form attached hereto as Exhibit F, but with such changes thereto as are required by any applicable laws in the jurisdiction where such Real Property is located (the “Deed”); (b) with respect to each Property, deliver or cause to be delivered to Buyer through Escrow two (2) original counterparts of a duly executed Assignment xxxx of sale in the form attached hereto as Exhibit G (the “Xxxx of Sale”); (c) with respect to each Property, deliver or cause to be delivered to Buyer through Escrow two (2) original counterparts of a duly executed assignment and Assumption of Membership Interests assumption agreement (the “Assignment and Assumption of Membership InterestsLeases”) in the form attached hereto as Exhibit D, conveying the 100% of the Interests to PurchaserH; (bd) with respect to each Property, deliver or cause to be delivered to Buyer through Escrow two (2) original counterparts of a duly executed assignment and assumption agreement (the “Assignment of Contracts and Intangibles”) in the form attached hereto as Exhibit I; (e) deliver to Purchaser, not later than five Business Days before Buyer through Escrow executed notices in the Closing Date, updated Rent Rolls dated not later than 10 Business Days before form attached hereto as Exhibit J (the Closing Date and on the Closing Date, updated Rent Rolls dated as of the Closing Date“Tenant Notices”); (cf) in the event that if any representation or warranty of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser Buyer a duly executed original certificate of Seller (the “Seller Seller’s Closing Certificate”), dated as of the Closing Date and executed on behalf of Seller by a duly executed by Sellerauthorized officer thereof, updating the representations and warranties contained in Section 5.1 below to the Closing Date and identifying any representation or warranty that which is not, or no longer is, true and correct and explaining the state of facts giving rise to such the change. In no event shall Seller be liable to Purchaser Buyer for, or be deemed to be in default hereunder under this Agreement by reason of, any breach of representation or warranty that which results from any change that (i) occurs between the Effective Date and the Closing Date date of Closing, and (ii) is expressly permitted under the terms of this Agreement; provided, however, that Agreement or is beyond the reasonable control of Seller to prevent. The occurrence of a change that is not permitted hereunder shall in a representation and warranty shall, if materially adverse to Buyer, as determined by Buyer in Buyer’s reasonable good faith business judgment, constitute the non-fulfillment of the condition set forth in Section 4.4(b)4.7(b) hereof, unless such matter is cured at least one (1) Business Day prior to Closing. If, despite changes or other matters described in the Seller Seller’s Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificatesuch certificate; (dg) deliver to the Title Company or Escrow Holder such evidence as the Title Company either may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (eh) deliver to the Title Company an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser Buyer through Escrow a certificate in the form attached hereto as Exhibit E K duly executed by Seller and Seller, stating that Seller is not a “foreign person”, a “foreign corporation”, a “foreign partnership”, a “foreign trust”, a “foreign estate”, or a “disregarded entity” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980; (g) terminate 1980 and the 1984 Tax Reform Act, along with any applicable State or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (h) deliver an executed counterpart to the Closing Statementlocal law equivalent; (i) make available within thirty (30) days following the Closing, deliver to Purchaser, to Buyer outside of Escrow or at the extent not already provided, the Leases and ContractsProperties all original Leases, together with such all original leasing and property files and records located which are material in the property manager’s office for the Property which relate to connection with the continued operation, leasing and maintenance of the Property, Properties (but excluding any Confidential Documents), in each case to the extent in the possession of Seller. Prior to delivery of the foregoing, Seller may, at its sole cost, make a copy of all files, records and documents which Seller has delivered to Buyer. In addition, for a period of a confidential naturetwelve (12) months after the Closing or until the particular Property is sold by Buyer, whichever is earlier, Buyer shall use commercially reasonable efforts to provide Seller copies (without representation or warranty of any kind, express or implied), at Seller’s sole cost and expense, of all files, records and documents delivered to Buyer in connection with the Closing to the extent in Buyer’s possession, promptly after the receipt of an advance written request by Seller; provided that Buyer shall have no monetary liability for failure to comply with this clause. The provisions of this Section 4.2(i) shall survive the Closing; (j) deliver an owner’s affidavit with regard to Purchaser each Property to the Escrow Holder in substantially the form attached hereto as Exhibit L, but with such changes thereto as are necessary to provide the information required by such affidavit with respect to such Property; (k) deliver to Buyer possession and occupancy of the Property (including all keys, lock combinations, and pass keys)Properties, subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (kl) execute and deliver a schedule of Security Deposits currently held closing statement acceptable to Seller through Escrow; (m) perform and satisfy all agreements and covenants required hereby to be performed by Seller on behalf of prior to or at the TenantsClosing; (n) to the extent reasonably required by the Title Company, deliver a gap indemnity agreement with regard to each Property to Escrow Holder in a form reasonably acceptable to Seller and the Title Company; and (lo) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement, including the Sales Disclosure Form required by the State of Indiana to be completed on State Form 46021, as amended.

Seller’s Obligations at Closing. At Closing, Seller shall: (a) deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests special warranty deed in recordable form (the “Assignment "Deed"), conveying the Fee Parcel and Assumption Co-Tenancy Parcel and Improvements, subject only to the Permitted Exceptions; the warranty of Membership Interests”) title in the Deed will be only as to claims made by, through or under Seller and not otherwise; provided that nothing in the Deed will extend or be deemed to extend the representations or warranties contained herein; such Deed to be in the form of Schedule 1 attached hereto as Exhibit D, conveying the 100% of the Interests to Purchaser;hereto (b) deliver assign to Purchaser, not later than five Business Days before and Purchaser shall assume, the Closing Date, updated Rent Rolls dated not later than 10 Business Days before Seller's tenant/lessee interest in and to the Closing Date Ground Lease as to the Leasehold Parcel and on Improvements located thereon by duly executed assignment and assumption of Ground Lease agreement ("Ground Lease Assignment"); such Ground Lease Assignment to be in the Closing Date, updated Rent Rolls dated as form of the Closing DateSchedule 2 attached hereto; (c) in the event that any representation or warranty of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser a certificate duly executed xxxx of sale conveying the Personal Property without warranty of title (except a limited warranty of title as to the Specific Personal Property only) and without warranty, expressed or implied, as to use, merchantability and fitness for any purpose ("Xxxx of Sale"); such Xxxx of Sale to be in the form of Schedule 3 attached hereto; (d) assign to Purchaser, and Purchaser shall assume, the landlord/lessor interest in and to the Leases by duly executed assignment and assumption of lease agreements ("Lease Assignment"); such Lease Assignment to be in the form of Schedule 4 attached hereto; (e) to the extent assignable, assign to Purchaser, and Purchaser shall assume, Seller's interest in the Operating Agreements and the other Intangibles by duly executed assignment and assumption agreements (the “"Operating Agreement Assignment"); such Operating Agreement Assignment to be in the form of Schedule 5 attached hereto; (f) deliver to Purchaser such Tenant Estoppels and REA Estoppel (as defined in and subject to the terms of Section 4.6 and 5.4(b) hereof); provided that the delivery of such Tenant Estoppels and REA Estoppel shall be a condition of Closing and the inability of Seller to deliver such Tenant Estoppels and REA Estoppel shall not constitute a default by Seller hereunder; (g) join with Purchaser to execute a notice in form and content reasonably satisfactory to Purchaser and Seller which Purchaser shall send to each tenant under each of the Leases informing such tenant of the sale of the Property and of the assignment to Purchaser of Seller's interest in, and obligations under, the Leases (including, if applicable any security deposits) and directing that all rent and other sums payable after the Closing Certificate”)under each such Lease shall be paid as set forth in the notice; (h) deliver to Purchaser a certificate, dated as of the date of Closing Date and executed on behalf of Seller by a duly executed by Sellerauthorized officer thereof, stating that the representations and warranties of Seller contained in this Agreement are true and correct in all material respects as of the date of Closing (with appropriate modifications of those representations and warranties made in Section 5.1 hereof to reflect any changes therein including without limitation any changes resulting from actions under Section 5.4 hereof) or identifying any representation or warranty that which is not, or no longer is, true and correct and explaining the state of facts giving rise to such the change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that which results from any change that (i) occurs between the Effective Date and the date of Closing Date and (ii) is expressly permitted under the terms of this AgreementAgreement or is beyond the reasonable control of Seller to prevent; provided, however, that the occurrence of a change that which is not permitted hereunder shall or is beyond the reasonable control of Seller to prevent shall, at Purchaser's election, if materially adverse to Purchaser constitute the non-fulfillment of the condition set forth in Section 4.4(b4.6(b). If; if, despite changes or other matters described in the Seller Closing Certificatesuch certificate, the Closing occurs, Seller’s 's representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificatesuch certificate; (di) deliver to the Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller and a standard Seller's Affidavit (without any indemnity of any kind) in substantially the form attached as Exhibit "G"; (ej) deliver to Purchaser, an incumbency certificate for the Title Company officers signing this Agreement and the other documents to be executed and delivered by Seller pursuant to this Agreement, and a current Certificate of Good Standing for Seller from the Commonwealth of Pennsylvania; (k) deliver to Purchaser an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E duly executed by Seller and stating that Seller is not a “"foreign person” " as defined in the Federal Foreign Investment in Real Property Tax Act of 19801980 and the 1984 Tax Reform Act; (gl) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence the Leases, Operating Agreements and licenses and permits if any, including certificates of each such termination; providedoccupancy, howeverif any, that if any termination fees or other penalties are incurred by the Company as a result for occupied portions of the termination Property, in the possession of such Contracts, the amount of any such fees Seller or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (h) deliver an executed counterpart to the Closing Statement; (i) make available to Purchaser, to the extent not already provided, the Leases and ContractsSeller's agents, together with such leasing and property files and records located in the property manager’s office for the Property which relate to connection with the continued operation, leasing and maintenance of the PropertyProperty (other than the Excluded Materials) . Purchaser shall cooperate with Seller for a period of seven (7) years after Closing in case of Seller's need in response to any legal requirement, but excluding a tax audit, tax return preparation or litigation threatened or brought against Seller, by allowing Seller and its agents or representatives access, upon reasonable advance notice (which notice shall identify the nature of the information sought by Seller), at all reasonable times to examine and make copies of any documents of a confidential natureand all instruments, files and records, which right shall survive the Closing; (jm) to the extent assignable, without cost, expense, representation, warranty or recourse to Seller, deliver to Purchaser an assignment of leases held by Seller or title to any motor vehicles owned by Seller included in this sale. (n) deliver to Purchaser, if necessary, the withdrawal by Seller of any registration by Seller of the trade name "Beaver Valley Mall"; (o) deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys)Property, subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (k) deliver a schedule of Security Deposits currently held by Seller on behalf of the Tenants; and (lp) deliver to Purchaser, to the extent assignable, an assignment of any and all of Seller's rights in and to bankruptcy claims or receivables arising from and after the date of Closing as to any tenant currently in possession, who files for bankruptcy or chapter 11 reorganization between the date of this Agreement and Closing, but reserving to Assignor any claims or receivables relating to the period prior to Closing; such assignment to be in a form reasonably satisfactory to Purchaser and Seller and their respective counsel; (q) deliver to Purchaser, if and to the extent prepared by the property manager, a tenant delinquency schedule; a listing of any percentage rent paid by Tenants on account of year of the Closing and a schedule setting forth tenant alterations which have not been completed or for which allowances payable to such Tenant in lieu of such work have not been paid; provided that the property manager must deliver the schedules to Seller at least 5 business days prior to Closing, for review and comments, if any and Seller shall not be responsible for the accuracy of such schedules or the failure of the same to be prepared by the property manager; and the obligation to deliver such statements shall not be a condition of Closing and the failure to deliver such statements shall not be a default of Seller. (r) to the extent assignable, assign to Purchaser, without recourse, and Purchaser shall assume, Seller's interest in the REA Agreement by duly executed assignment and assumption agreements (the "REA Agreement Assignment"); such REA Agreement Assignment to be in the form of Schedule 6 attached hereto; (s) deliver such additional documents as shall be reasonably required to consummate the transaction expressly contemplated by this Agreement.

Seller’s Obligations at Closing. At or prior to the Closing, Seller shall: (a) Execute, acknowledge and deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests (the “Assignment and Assumption of Membership Interests”) in the form attached hereto as Exhibit D, conveying the 100% of the Interests Deed to Purchaser;. (b) deliver Cause the Title Company to Purchaserdelete from the Title Commitment all exceptions to title disclosed thereby (including the "standard exceptions" listed thereon, not later than five Business Days before to the Closing Dateextent permitted by the Texas Insurance Commission, updated Rent Rolls without additional premium, but excluding, however, the Permitted Encumbrances, matters shown by the Survey, acceptable to Purchaser pursuant to Subsection 3.(c) hereof, and Residents in possession under the Leases); dated not later than 10 Business Days before the Closing Date and on the Closing Date, updated Rent Rolls with "gap" coverage; to agree to issue and deliver to Purchaser the Owner Title Policy conforming to the "down-dated" Title Commitment as soon as is practicable following the Closing; and a UCC search of the Personal Property dated as of close to the Closing Date;Date as is reasonably obtainable. (c) in the event that any representation or warranty of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Date, Execute and deliver to Purchaser a certificate (the “Seller Closing Certificate”)Limited Warranty Xxxx of Sale; an Assignment and Assumption of Leases; and an Assignment and Assumption of Contracts, dated as each of the Closing Date foregoing in form and duly executed by Seller, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Seller be liable to Purchaser for, or be deemed content to be in default hereunder reasonably agreed upon by reason ofcounsel for Seller and counsel for Purchaser pursuant to which, any breach of representation or warranty that results from any change that (i) occurs between among other things, the Effective Date Personal Property shall be sold to Purchaser; the Leases, the HAP Contract and the Closing Date Contracts shall be assigned and (ii) is expressly permitted transferred to Purchaser; and Purchaser shall assume all of Seller's obligations arising under the Leases, under the HAP Contract and under the Contracts, after the Closing, in accordance with the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment and provisions of the condition set forth in Section 4.4(b). Ifsale, despite changes or other matters described in the Seller Closing Certificate, the Closing occurs, Seller’s representations assignment and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificate;assumption documents. (d) deliver Deliver to Purchaser originals (or if not available, true copies) of the Leases, of the HAP Contract and of the Contracts and, to the extent available and under Seller's control, all plans and specifications relating to the Premises and the Operating Records for the Premises. (e) Deliver to Title Company such evidence copies of resolutions or other proceedings of Seller and/or the general partner thereof, as the Title Company may reasonably require as require, authorizing the execution and delivery of this Agreement, the Deed, the Limited Warranty Xxxx of Sale and the other documents required to be executed and delivered by Seller hereunder, copies of limited partnership documents reasonably requested by Title Company to verify the power and authority of Seller to engage in the transactions contemplated hereby and the authority of the person or persons executing signing the aforementioned Closing documents on behalf of Seller; (e) deliver to the Title Company an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Company;. (f) deliver Deliver to Purchaser a certificate in keys to all locks and security and access codes to the form attached hereto Premises, to the extent available and under Seller's control. (g) Deliver to Purchaser the affidavit required pursuant to Section 1445 of the Internal Revenue Code, as Exhibit E duly executed by Seller and stating amended, and/or the regulations thereunder stating, under the penalties of perjury, (i) that Seller is not a “foreign person” entity, (ii) the U.S. taxpayer identification number of Seller, and (iii) such other information as defined in may be required by the Federal Foreign Investment in Real Property Tax Act of 1980;Internal Revenue Code, as amended, and/or the regulations thereunder. (gh) terminate or cause the Company Deliver to terminate, effective on or before Purchaser a current (dated within five (5) days of the Closing Date), all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to certified rent roll in the Expiration of the Due Diligence Period, not to assume form required by this Agreement. (i) Execute and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by a letter addressed to the Company as a result Residents advising them of the termination sale of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (h) deliver an executed counterpart to the Closing Statement; (i) make available Premises to Purchaser; that all deposits and Prepaid Rents, if any, were transferred to Purchaser; and directing the extent not already provided, the Leases and Contracts, together with such leasing and property files and records located in the property manager’s office for the Property which relate Residents to the continued operation, leasing and maintenance of the Property, but excluding any documents of a confidential nature;make all future rent payments to Purchaser. (j) deliver to Purchaser possession and occupancy Quit-Claim Assignment of the Property (including all keys, lock combinations, and pass keys), subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts;Trade Name. (k) If so required by Purchaser, deliver to Purchaser a schedule of Security Deposits currently held by Seller on behalf duplicate original of the Tenants; andtermination letter of Seller's management agent for the Premises, effective on the Closing Date. (l) Execute and deliver to Purchaser, Seller's Certificate that the representations and warranties of Seller contained in Subsection 6.(a)(i) through (vii), inclusive, are true and correct in all material respects, as of the Closing Date. (m) Execute and deliver to Title Company, Seller's Closing Statement. (n) Execute and deliver such additional other documents as shall may be reasonably required to consummate by the transaction contemplated Title Company or by this AgreementPurchaser's counsel.

Seller’s Obligations at Closing. At Closing, Seller shall:Sellers shall (and each ------------------------------- Partner shall cause Sellers to): (a) deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests Special Warranty Deed (the “Assignment and Assumption of Membership Interests”"Deed") in the form of Exhibit C attached hereto and made a part hereof for all purposes, --------- executed and acknowledged by the Partnership and in recordable form, dated as Exhibit D, conveying the 100% of the Interests Closing Date but effective as of January 1, 1996, it being agreed that the conveyance effected by the Deed shall be subject to Purchaserthe Permitted Exceptions (but tenants under the Leases will not be specified); (b) deliver to Purchaser, not later than five Business Days before the Closing Date, updated Rent Rolls dated not later than 10 Business Days before the Closing Date Purchaser a Blanket Xxxx of Sale and on the Closing Date, updated Rent Rolls dated as of the Closing Date; (c) Assignment in the event that any representation or warranty form of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser Exhibit D attached hereto and made a certificate part hereof for all purposes --------- (the “Seller Closing Certificate”"Xxxx of Sale"), which shall contain an inventory of Assets, executed by Sellers, dated as of the Closing Date but effective as of January 1, 1996; (c) join with Purchaser in the execution of an Assignment of Leases and duly executed by SellerSecurity Deposits in the form of Exhibit E attached hereto and made a --------- part hereof for all purposes, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state dated as of facts giving rise to such change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms but effective as of this Agreement; providedJanuary 1, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.4(b). If, despite changes or other matters described in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificate1996; (d) deliver join with Purchaser in the execution of an Assignment and Assumption of Contracts and Accounts, Intangible Property and Other Rights and Obligations (the "Assignment and Assumption Agreement") in the form of Exhibit F attached hereto and made a part hereof for all purposes, pursuant --------- to which (i) Purchaser will assume Sellers' obligations under the contracts and other obligations specified therein (the "Assumed Contracts") (which shall not include any amounts payable or other obligations or liabilities of any Sellers each to the Title Company such evidence other, or to any Partner) and (ii) all contracts and other obligations not specifically assumed will remain the obligations of Sellers and Sellers and the Partners will indemnify Purchaser and hold it harmless from any liability with respect thereto, dated as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf Closing Date but effective as of SellerJanuary 1, 1996; (e) deliver to Purchaser a warranty and indemnity in the Title Company an owner’s affidavit duly form of Exhibit G attached hereto and made a part hereof for all purposes, executed --------- by the Company, in customary form reasonably acceptable Sellers and each Partner with respect to the Title Companyaccuracy of information about the Assets and the financial statements of Sellers contained in the registration statement filed pursuant to Section 1.4(d)(i) and the report on SEC Form 8-K to be filed by Buffton in connection with the acquisition of the Assets; (f) deliver to join with Purchaser a certificate in the form attached hereto as Exhibit E duly executed by Seller and stating that Seller is not execution of a “foreign person” as defined in letter to Stockyards Enterprises, Inc. notifying such tenant of the Federal Foreign Investment in Real Property Tax Act change of 1980ownership of the Hotel; (g) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred an affidavit sworn by the Company Partners in the form of Exhibit H attached hereto and made a part hereof for all purposes --------- (the "FIRPTA Affidavit"), or in such other form as a result of the termination of such Contracts, the amount of any such fees or penalties shall may be credited to Seller at Closing or otherwise paid prescribed by Purchaserfederal regulations; (h) deliver an executed counterpart to Purchaser possession of the Hotel and the Assets, including all keys and access cards used with respect to the Closing StatementHotel; (i) make available deliver to PurchaserPurchaser a copy of the Articles of Incorporation of the Hotel Company and a copy of the partnership agreement of the Partnership, and all amendments thereto, certified by the Secretary of State of the state of incorporation with respect to the extent not already provided, Hotel Company and by the Leases and Contracts, together with such leasing and property files and records located in the property manager’s office for the Property which relate to the continued operation, leasing and maintenance Secretary of the PropertyHotel Company as being true, but excluding any documents correct and complete, and a copy of a confidential naturethe bylaws of the Hotel Company and all amendments thereto, certified by the Secretary of the Hotel Company as being true, correct and complete; (j) deliver to Purchaser possession resolutions duly adopted by the Board of Directors and occupancy accompanied by a certificate of the Property (including all keys, lock combinations, and pass keys), subject to the Permitted Exceptions, rights of Tenants and terms Secretary of the ContractsHotel Company, each in form and substance satisfactory to Purchaser and its counsel, authorizing the execution of this Agreement and the consummation of the transactions contemplated hereby; (k) deliver a schedule to Purchaser an opinion of Security Deposits currently held XxXxxx & Xxxxxxx, counsel to the Partnership and the Hotel Company, in form and substance reasonably satisfactory to Purchaser and its counsel, opining that the execution and performance of this Agreement by Seller the Partnership and the Hotel Company have been duly authorized by all appropriate partnership and corporate action and that this Agreement imposes valid and binding obligations on behalf of the TenantsPartnership and the Hotel Company, enforceable in accordance with its terms, subject to applicable debtor relief laws; and (l) deliver such additional to Purchaser an affidavit in the form of Exhibit I (the --------- "Certificate As To Debts and Liens") attached hereto and made a part hereof for all purposes; executed by Sellers, verifying that all bills and accounts of Sellers with respect to the Hotel, except any bills or accounts assumed by Purchaser pursuant to the Assignment and Assumption Agreement, have been paid. (m) deliver to Purchaser all documents as shall be reasonably required pertaining to consummate the transaction contemplated by this Agreementcontinuation of bar and restaurant operations on the Hotel premises, particularly with respect to the sale and/or service of alcoholic beverages.

Seller’s Obligations at Closing. At Closing, Seller shall: (a) deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests conveyance deed (the “Assignment and Assumption of Membership InterestsDeed”) in the form attached hereto as Exhibit Drecordable form, conveying the 100% of Land and Improvements, subject to the Interests to Purchaser; (b) deliver to Purchaser, not later than five Business Days before the Closing Date, updated Rent Rolls dated not later than 10 Business Days before the Closing Date Permitted Exceptions and on the Closing Date, updated Rent Rolls dated in “AS IS/WHEREAS AND WITH FAULTS AND DEFECTS ” condition as of the Closing Date; (cb) in the event that any representation or warranty of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser a certificate duly executed bill of sale, conveying the Personal Property without warranty of title or use and without warranty, expressed or implied, as to merchantability and fitness for any purpose. (the “Seller Closing Certificate”)c) deliver to Purchaser a certificate, dated as of the Closing Date date of Closing, and executed on behalf of Seller by a duly executed by Sellerauthorized officer thereof, identifying any representation or warranty stating that is not, or no longer is, the representations and warranties of Seller contained in this Agreement are true and correct in all material respects as of the date of Closing. Such certificate shall expressly state that it is made subject to the limitations of survival and explaining rights with respect thereof set forth in Section 5.3 of this Agreement. If Seller discovers that any of the representations or warranties made by Seller in Section 5.1 of this Agreement were not on the date hereof or are not on the date of Closing true and correct in all material respects, Seller shall include such state of facts giving rise in such certificate as shall be necessary or appropriate to make such changerepresentations and warranties true and correct in all material respects as of the date hereof and of the date of Closing. In no event shall Seller be liable to Purchaser forIf, as a result of any disclosures made in such certificate, the warranties and representation set forth in this Agreement were not on the date hereof or be deemed to be are not on the date of Closing true and correct in default hereunder by all material respects for any reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that other than the occurrence of a change that is not an event expressly permitted hereunder shall constitute the non-fulfillment of hereunder, the condition set forth in Section 4.4(b). If, despite changes or other matters described in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in 4.6(b) of this Agreement shall not be deemed fulfilled, in which event Purchaser’s sole remedy shall be either to (a) waive such condition and close without adjustment of the purchase price, or (b) terminate this Agreement in which event the Xxxxxxx Money minus any title company expenses and title commitment fees, shall be returned to Purchaser and neither party shall have been modified by all statements made in the Seller Closing Certificateany further rights or obligations hereunder; (d) deliver to the Title Company Purchaser such evidence as Purchaser or Purchaser’s counsel, as applicable, and/or the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (e) deliver to the Title Company Purchaser an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E duly executed by Seller and Xxxxxx stating that Seller Xxxxxx is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 19801980 and the 1984 Tax Reform Act; (g) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (h) deliver an executed counterpart to the Closing Statement; (i) make available to Purchaser, to the extent not already provided, the Leases and Contracts, together with such leasing and property files and records located in the property manager’s office for the Property which relate to the continued operation, leasing and maintenance of the Property, but excluding any documents of a confidential nature; (jf) deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys)Property, subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (k) deliver a schedule of Security Deposits currently held by Seller on behalf of the Tenants; and (lh) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

Seller’s Obligations at Closing. At Closing, Seller Sellers shall: (a) deliver to Purchaser a an Assignment of Membership Interest in form and substance reasonably satisfactory to Sellers and Purchaser, duly executed Assignment and Assumption of by Sellers with respect to the Membership Interests (the “Assignment and Assumption of Membership Interests”) in the form attached hereto as Exhibit D, conveying the 100% of the Interests to PurchaserInterest; (b) deliver to Purchaser, not later than five Business Days before Purchaser an amendment to the Closing Date, updated Rent Rolls dated not later than 10 Business Days before the Closing Date and on the Closing Date, updated Rent Rolls dated as articles of organization of the Closing DateCompany in a form prepared by Purchaser and approved by Sellers, such approval not to be unreasonably withheld (the “Articles Amendment”); (c) execute and deliver to Purchaser an Amended and Restated Operating Agreement of Springhurst Housing Partners, LLC (the “Restated Operating Agreement”) substantially in the event that form attached hereto as Schedule 3.5(c); (d) deliver to Purchaser written resignation from any representation manager or warranty officer of Seller set forth in Section 3.1 needs the Company; (e) execute and deliver to be modified due to changes since Purchaser a closing statement, prepared by Sellers and approved by Purchaser, consistent with the Effective Date, terms of this Agreement; (f) execute and deliver to Purchaser a certificate (the “Seller Sellers’ Closing Certificate”), dated as of the Closing Date Date, in the form of attached hereto as Schedule 3.2(f) and duly executed by Sellerthis reference made a part hereof, identifying any representation or warranty stating that is not, or no longer is, the representations and warranties of Sellers contained in Sections 4.1 and 4.2 of this Agreement are true and correct and explaining the state in all material respects as of facts giving rise to such change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.4(b). If, despite changes or other matters described in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing CertificateDate; (d) deliver to the Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (e) deliver to the Title Company an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Company; (fg) deliver to Purchaser a certificate an updated Rent Roll, certified by the Company’s Property Manager to be true and correct in the form attached hereto as Exhibit E duly executed by Seller all material respects. (h) execute and deliver to Purchaser an affidavits of Sellers stating that each Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980; (g) terminate or cause 1980 and the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (h) deliver an executed counterpart to the Closing Statement1984 Tax Reform Act; (i) make available to Purchaser, execute and deliver to the extent not already providedTitle Company a title insurance affidavit, in form and content reasonably satisfactory to Purchaser and the Leases Title Company and Contracts, together with such leasing and property files and records located in the property manager’s office sufficient for the Property Title Company to issue the Title Policy, which relate title insurance affidavit shall include, without limitation, all matters necessary to cause the continued operation, leasing Title Company to issue a non-imputation endorsement and maintenance of the Property, but excluding any documents of a confidential nature; (j) deliver Fairway endorsement in form and substance satisfactory to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys), subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (k) deliver a schedule of Security Deposits currently held by Seller on behalf of the Tenants; and (l) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreementin its sole discretion.

Seller’s Obligations at Closing. At Closing, Seller shall: (a) deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests Special Warranty Deed (the “Assignment and Assumption of Membership Interests”"Deed") in the form of Exhibit B attached hereto as Exhibit Dand made a part hereof, executed and acknowledged by Seller and in recordable form, conveying the 100% of the Interests Land and Improvements to Purchaser, subject only to the Permitted Exceptions; (b) deliver join with Purchaser in the execution and acknowledgment of a Bill xx Sale and Assignment (the "Bill xx Sale") in the form of Exhibit C attached hereto and made a part hereof with respect to Purchaser, not later than five Business Days before the Closing Date, updated Rent Rolls dated not later than 10 Business Days before the Closing Date and on the Closing Date, updated Rent Rolls dated as of the Closing DateProperty; (c) join with Purchaser in the event that any representation or warranty execution and acknowledgment of Seller set forth an Assignment and Assumption of Contracts (the "Assignment of Contracts") in Section 3.1 needs the form of Exhibit D attached hereto and made a part hereof with respect to be modified due the Property; (d) join with Purchaser in the execution of a Closing Memorandum and Indemnification Agreement (the "Closing Memorandum") in the form of Exhibit E attached hereto and made a part hereof with respect to changes since the Effective Date, Property; (e) join with Purchaser in the execution of a letter to each tenant of the Property in the form of Exhibit F attached hereto and made a part hereof; (f) deliver to Purchaser a certificate (FIRPTA Affidavit in the “Seller Closing Certificate”)form of Exhibit G attached hereto and made a part hereof, dated as of the Closing Date and duly executed by Seller, identifying any representation or warranty stating that Seller is not, or no longer is, true and correct and explaining not a "foreign person" as defined in the state federal Foreign Investment in Real Property Tax Act of facts giving rise to such change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date 1980 and the Closing Date 1984 Tax Reform Act, and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.4(b). If, despite changes or other matters described in the event Seller Closing Certificateis unable or unwilling to deliver the FIRPTA Affidavit, in lieu thereof the Closing occurs, Seller’s representations and warranties set forth in this Agreement funds payable to Seller shall be deemed adjusted in such a manner as to have been modified by all statements made in comply with the Seller Closing Certificatewithholding provisions of such statutes; (dg) deliver to Purchaser the Title Company Tenant Estoppels (as hereinafter defined) required by this Agreement; (h) deliver to Purchaser such evidence as Purchaser's counsel and/or the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (e) deliver to the Title Company an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E duly executed by Seller and stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980; (g) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (h) deliver an executed counterpart to the Closing Statement; 7 9 (i) make available to Purchaser, to the extent not already provided, the Leases and Contracts, together with such leasing and property files and records located in the property manager’s office for the Property which relate to the continued operation, leasing and maintenance of the Property, but excluding any documents of a confidential nature; (j) deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys)Property, subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (k) deliver a schedule of Security Deposits currently held by Seller on behalf of the Tenants; and (l) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

Seller’s Obligations at Closing. At ClosingOn the Closing Date, Seller shall: shall deliver in escrow to the Escrow Agent the following: (a) deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests (the “Assignment and Assumption of Membership Interests”) acknowledged special warranty deed in the form attached hereto as Exhibit D, conveying B (the 100% of "Deed") subject only to the Interests to Purchaser; Permitted Exceptions; (b) deliver a duly executed xxxx of sale and assignment in the form attached hereto as Exhibit C (the "Xxxx of Sale and Assignment"); (c) a notice (the "Tenant Notice"), which Purchaser shall send to the tenant under each of the Leases promptly after the Closing, informing such tenant of the transactions contemplated herein in a form reasonably acceptable to Seller and Purchaser; (d) A certificate certifying that all of the representations, not later than five Business Days before the Closing Date, updated Rent Rolls dated not later than 10 Business Days before the Closing Date warranties and on the Closing Date, updated Rent Rolls dated covenants made by Seller in this Agreement continue to be true and correct in all materials respects as of the Closing Date; ; (ce) in the event that any representation duly completed and signed real estate transfer tax declarations and other state, county or warranty of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Datemunicipal law, deliver to Purchaser a certificate code or ordinance disclosures; (the “Seller Closing Certificate”), dated as of the Closing Date and duly executed by Seller, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (if) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.4(b). If, despite changes or other matters described in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificate; (d) deliver to the Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; ; (eg) deliver to the Title Company an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E D duly executed by Seller and stating that Seller is not a “"foreign person” " as defined in the Federal Foreign Investment in Real Property Tax Act of 1980; 1980 (gthe "FIRPTA"); (h) terminate such affidavits or cause documents as may be customarily and reasonably required by the Title Company in order to terminateissue the Title Policy, effective on in a form reasonably acceptable to Seller; (i) a closing and proration statement (the "Closing Statement"); (j) notices to vendors under the Assumed Operating Agreements, if required by the terms of such Assumed Operating Agreements; (k) either (x) a certificate issued by the Illinois Department of Revenue stating that the withholding obligations under Section 9.02(d) do not apply, (y) or before the Closing Date, all Brokerage Agreements and property management agreements, an indemnification in form as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver satisfactory to Purchaser evidence of each such termination; providedthat indemnifies, however, that if any termination fees or other penalties are incurred by the Company defends and holds harmless Purchaser with respect to all liabilities which may be imposed upon Purchaser as a result of Section 9.02(d), any Seller's state sales and use tax and unemployment insurance tax liability (the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser"Tax Indemnity"); (h1) deliver an the ASIC Lease executed counterpart to by Seller and the Closing Statement; (i) make available to Purchaser, to the extent not already provided, the Leases and Contracts, together with such leasing and property files and records located in the property manager’s office for the Property which relate to the continued operation, leasing and maintenance guaranty of the Property, but excluding any documents of a confidential nature; ASIC Lease executed by Atlas; (jm) deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys), subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (k) deliver a schedule of Security Deposits currently held by Seller on behalf of the Tenants; and (l) deliver such additional documents as shall be reasonably required to consummate the transaction transactions contemplated by this Agreement; (n) originals of all estoppel certificates from each tenant on the Property, substantially in the form attached as Exhibit E; (o) a current rent roll as of Closing of all Leases, certified to Purchaser to be true and correct in all material respects to the best of Seller's knowledge; and (p) evidence of termination of all Operating Agreements, except for the Assumed Operating Agreements. Seller shall leave the following (but in all cases excluding any Confidential Documents) at the management office for the Property (collectively, the "Property Records"): (i) the original (or, if unavailable, copies of) Leases and the Assumed Operating Agreements; (ii) to the extent in the possession or control of Seller or the property manager at Closing, copies or originals of all books and records of account, contracts, copies of correspondence with tenants and suppliers, receipts for deposits, unpaid bills and other papers or documents which pertain to the Property; (iii) all available licenses, permits, warranties, and guarantees then in effect; (iv) to the extent any of such items are in the possession or control of Seller or the property manager, at Closing, all keys, access cards to, and combinations to locks and other security devices located at the Property excepting those that will continue to be used by tenants of the Property; and (v) all available plans and specifications and all operation manuals. Seller shall cooperate with Purchaser after Closing to transfer to Purchaser any Property Records stored electronically. Seller shall have the right to make copies of Property Records and retain such copies after the Closing. Each of Seller's and Purchaser's obligation under this Section 4.2 shall survive the Closing.

Seller’s Obligations at Closing. At Not less than one (1) business day prior to Closing, Seller shall:shall deliver to the Title Company (all documents described in this Section 4.2 being referred to collectively as the “Seller Closing Documents”): (a) deliver to Purchaser a duly executed Assignment and Assumption grant deed in the form of Membership Interests Exhibit D attached hereto (the “Assignment and Assumption of Membership InterestsDeed”) in the form attached hereto as Exhibit D), conveying the 100% of Land and Improvements, subject only to the Interests to PurchaserPermitted Exceptions; (b) deliver if so agreed to Purchaserbetween Seller, not later than five Business Days before Purchaser and the Closing Date2904 Orchard Owner prior to the Closing, updated Rent Rolls dated not later than 10 Business Days before the Closing Date a duly executed and on the Closing Date, updated Rent Rolls dated as of the Closing Dateacknowledged REA; (c) four (4) duly executed counterparts of a xxxx of sale in the form of Exhibit E attached hereto; (d) four (4) duly executed counterparts of an assignment and assumption agreement as to the Operating Agreements (other than the Excluded Operating Agreements) and other Intangibles in the form of Exhibit G attached hereto; provided that, in the event that any representation assignable warranty or warranty guaranty requires the consent or action of a third party, Seller set forth shall use reasonable efforts to obtain such consent or other action as soon as practical after the Closing in accordance with Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser 10.12 hereof; (e) four (4) originals of a certificate (the “Seller Closing Certificate”)certificate, dated as of the date of Closing Date and executed on behalf of Seller by a duly executed by Sellerauthorized officer thereof, stating that the representations and warranties of Seller contained in Section 5.1 and 7.3 of this Agreement are true and correct in all material respects as of the date of Closing or identifying any representation or warranty that which is not, or no longer is, true and correct and explaining the state of facts giving rise to such the change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that which results from any change that (i) occurs between the Effective Date and the date of Closing Date and (ii) is expressly permitted under the terms of this AgreementAgreement or is beyond the reasonable control of Seller to prevent; provided, however, that the occurrence of a change that which is not permitted hereunder or is beyond the reasonable control of Seller to prevent shall constitute the non-fulfillment of the condition set forth in Section 4.4(b)4.7(b) hereof. If, despite changes or other matters described in Notwithstanding anything herein to the Seller Closing Certificatecontrary, the Closing occurs, Seller’s representations and warranties certificate required pursuant to this Section 4.2(e) shall survive only for the survival period set forth in this Agreement Section 5.3 hereof, and any liability of Seller pursuant to such certificate shall be deemed made expressly subject to have been modified by all statements made such survival period and to the other provisions of Section 5.3 hereof, including, without limitation, the Cap (as such term is defined in the Seller Closing Certificate;Section 5.3 hereof); 35311418v.9 (df) deliver to the Title Company such evidence as Purchaser’s counsel and/or the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (eg) deliver to the Title Company an owner’s affidavit four (4) duly executed by the Company, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E duly executed counterparts of an affidavit by Seller and stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980; 1980 and the 1984 Tax Reform Act in the form of Exhibit H attached hereto, and four (g4) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration duly executed originals of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by PurchaserCalifornia Form 593-C; (h) deliver an executed counterpart to the Closing Statementextent not previously delivered to Purchaser, the original Operating Agreements that are assigned to Purchaser and warranties, guarantees, licenses, permits and all other materials representing Intangibles, if any, in the possession of Seller or Seller’s agents, together with all keys and access codes to the Property properly identified and such property files and records which are material in connection with the continued operation and maintenance of the Property; (i) make available to Purchasersuch owner’s declarations, to the extent not already providedindemnity agreements, the Leases and Contracts, together with such leasing and property files and records located in the property manager’s office other documents as may reasonably be required for the Property which relate Title Company to issue the continued operation, leasing and maintenance Title Policy in favor of the Property, but excluding any documents of a confidential naturePurchaser; (j) deliver pay off statements reasonably acceptable to Purchaser possession Title Company regarding any liens to be satisfied at Closing from proceeds of this sale and occupancy such other documents and instruments (including, without limitation, requests for reconveyance or substitutions of trustee and reconveyances of deeds of trust) as Title Company may require as a condition to insuring Purchaser’s title to the Property (including all keys, lock combinations, free and pass keys), subject to the Permitted Exceptions, rights clear of Tenants and terms of the Contractssuch liens; (k) deliver a schedule of Security Deposits currently held immediately available funds, by Federal Reserve wire transfer, in such additional amounts as may be necessary to pay off and release all liens and encumbrances against the Property that are not Permitted Exceptions and to pay the other costs to be paid by Seller on behalf at Closing; (l) an executed counterpart of a closing statement reasonably agreed upon by Seller and Purchaser setting forth the Purchase Price and allocating all prorations, costs and expenses of the TenantsClosing pursuant to Sections 4.5 and 4.6 below (the “Closing Statement”); and (lm) deliver such additional documents as shall be reasonably required to consummate the transaction expressly contemplated by this Agreement. At the Closing, Seller shall deliver to Purchaser possession and occupancy of the Property, subject to the Permitted Exceptions, but vacant and free of tenants or rights of any person or entity to possess or occupy any of the Property.

Seller’s Obligations at Closing. At Not later than one business day prior to Closing, Seller shallshall deliver to the Title Company: (a) deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests (the “Assignment and Assumption of Membership Interests”) grant deed in the form of EXHIBIT E attached hereto as Exhibit Dhereto, conveying the 100% Land and Improvements, subject only to the Permitted Exceptions; the warranty of title in the Interests Deed will be only as to Purchaserclaims made by, through or under Seller and not otherwise; (b) deliver to Purchaser, not later than five Business Days before four (4) a duly executed counterparts of a xxxx of sale in the Closing Date, updated Rent Rolls dated not later than 10 Business Days before the Closing Date and on the Closing Date, updated Rent Rolls dated as form of the Closing DateEXHIBIT F attached hereto; (c) four (4) duly executed counterparts of an assignment and assumption agreement as to the Leases in the event form of EXHIBIT G attached hereto; (d) four (4) duly executed counterparts of an assignment and assumption agreement as to the Operating Agreements and other Intangibles in the form of EXHIBIT H attached hereto; (e) the Tenant Estoppels (as defined in Section 5.4(b) hereof), to the extent received by Seller from the tenants under the Leases; (f) four (4) duly executed originals of a notice in the form of EXHIBIT I attached hereto which Purchaser shall send to each of the tenants under the Leases informing such tenants of the sale of the Property and of the assignment to Purchaser of Seller's interest in, and obligations under, the Leases (including, if applicable, any security deposits) and directing that any representation or warranty of Seller all rent and other sums payable under the Leases after the Closing shall be paid as set forth in Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser notice; (g) four (4) originals of a certificate (the “Seller Closing Certificate”)certificate, dated as of the date of Closing Date and executed on behalf of Seller by a duly executed by Sellerauthorized officer thereof, stating that the representations and warranties of Seller contained in this Agreement are true and correct in all material respects as of the date of Closing (with appropriate modifications of those representations and warranties made in Section 5.1 hereof to reflect any changes therein including without limitation any changes resulting from actions under Section 5.4 hereof) or identifying any representation or warranty that which is not, or no longer is, true and correct and explaining the state of facts giving rise to such the change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that which results from any change that (i) occurs between the Effective Date and the date of Closing Date and (ii) is expressly permitted under the terms of this AgreementAgreement or is beyond the reasonable control of Seller to prevent; provided, however, that the occurrence of a change that which is not permitted hereunder shall or is beyond the reasonable control of Seller to prevent shall, if materially adverse to Purchaser, constitute the non-fulfillment of the condition set forth in Section 4.4(b). If4.7(b) hereof; if, despite changes or other matters described in the Seller Closing Certificatesuch certificate, the Closing occurs, Seller’s 's representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificatesuch certificate; (dh) deliver to the Title Company such evidence as Purchaser's counsel and/or the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (ei) deliver to the Title Company an owner’s affidavit four (4) duly executed by the Company, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E duly executed counterparts of an affidavit by Seller and stating that Seller is not a “"foreign person” " as defined in the Federal Foreign Investment in Real Property Tax Act of 19801980 and the 1984 Tax Reform Act in the form of EXHIBIT J attached hereto, and four (4) duly executed originals of a California Form 593-C; (gj) terminate or cause the Company to terminateLeases, effective on or before the Closing Date, all Brokerage Operating Agreements and property management agreementslicenses and permits, as well as any Contracts which Purchaser electsif any, on in the possession of Seller or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (h) deliver an executed counterpart to the Closing Statement; (i) make available to Purchaser, to the extent not already provided, the Leases and ContractsSeller's agents, together with such leasing and property files and records located which are material in the property manager’s office for the Property which relate to connection with the continued operation, leasing and maintenance of the Property, but excluding any documents of a confidential nature; (j) deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys), subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts;; and (k) deliver a schedule of Security Deposits currently held by Seller on behalf of the Tenants; and (l) deliver such additional documents as shall be reasonably required to consummate the transaction expressly contemplated by this Agreement. At the Closing, Seller shall deliver to Purchaser possession and occupancy of the Property, subject to the Permitted Exceptions. Purchaser shall cooperate with Seller for a period of two (2) years after the Closing in case of Seller's need in response to any legal requirements, tax audits, tax return preparation or litigation threatened or brought against Seller, by allowing Seller and its agents or representatives access, upon reasonable advance notice (which notice shall identify the nature of the information sought by Seller), at all reasonable times to examine and make copies of any and all instruments, files and records, which right shall survive the Closing.