Common use of Terms of Conveyance Upon Purchase Clause in Contracts

Terms of Conveyance Upon Purchase. Immediately after receipt of all payments to BNPLC required pursuant to the preceding Paragraph 2, BNPLC must, unless it is to keep the Property as permitted by Paragraph 2(a)(ii), deliver all Escrowed Proceeds, if any, and convey all of its right, title and interest in the Property by grant deed to 3COM or the Applicable Purchaser, as the case may be, subject only to the Permitted Encumbrances (as defined in the Lease) and any other encumbrances that do not constitute Prohibited Encumbrances. However, such conveyance shall not include the right to receive any payment under the Lease then due BNPLC or that may become due thereafter because of any expense or liability incurred by BNPLC resulting in whole or in part from events or circumstances occurring before such conveyance. All costs of such purchase and conveyance of every kind whatsoever, both foreseen and unforeseen, shall be the responsibility of the purchaser, and the form of grant deed used to accomplish such conveyance shall be substantially in the form attached as Exhibit B. With such grant deed, BNPLC shall also tender to 3COM or the Applicable Purchaser, as the case may be, the following, each fully executed and, where appropriate, acknowledged on BNPLC's behalf by an officer of BNPLC: (1) a Preliminary Change of Ownership Report in the form attached as Exhibit C, (2) a Bxxx of Sale and Assignment of Contract Rights and Intangible Assets in the form attached as Exhibit D, (3) an Acknowledgment of Disclaimer of Representations and Warranties, in the form attached as Exhibit E, which 3COM or the Applicable Purchaser must execute and return to BNPLC, (5) a Documentary Transfer Tax Request in the form attached as Exhibit F, (6) a Secretary's Certificate in the form attached as Exhibit G, (7) a letter to the title insurance company insuring title to the Property in the form attached as Exhibit H, and (8) a certificate concerning tax withholding in the form attached as Exhibit I.

Terms of Conveyance Upon Purchase. Immediately after receipt of all payments to BNPLC BNP required pursuant to the preceding Paragraph 2Paraxxxxx 0, BNPLC mustXXX xxxt, unless it is to keep the Property as permitted by Paragraph 2(a)(ii), ): (A) deliver all Escrowed Proceeds, if any, and (B) convey all of its right, title and the interest in the Property received by BNP pursuant to the Existing Contract (save and except any interest in or any part of the Property previously taken by eminent domain) by grant deed to 3COM Cypress or the Applicable Purchaser, as the case may be, subject only to the Permitted Encumbrances (as defined in the Lease) and any other encumbrances that do not constitute Prohibited EncumbrancesLandlord's Liens. However, such conveyance shall not include the right to receive any payment under the Lease then due BNPLC BNP or that may thereafter become due thereafter to BNP under the Lease, the Environmental Indemnity or this Agreement because of any expense or liability incurred by BNPLC BNP resulting in whole or in part from events or circumstances occurring before such conveyance. All costs of such purchase and conveyance of every kind whatsoever, both foreseen and unforeseen, shall be the responsibility of the purchaserApplicable Purchaser or Cypress, and the form of grant deed used to accomplish such conveyance shall be substantially in the form attached as Exhibit B. With such grant deed, BNPLC BNP shall also tender to 3COM Cypress or the Applicable Purchaser, as the case may be, the followingEscrowed Proceeds and the following documents, each fully executed and, where appropriate, acknowledged on BNPLCBNP's behalf by an officer of BNPLCBNP: (1) a Preliminary Change of Ownership Report in the form attached as Exhibit C, (2) a Bxxx of Bill xx Sale and Assignment of Contract Rights and Intangible Assets in the form attached as Exhibit D, (3) an Acknowledgment of Disclaimer of Representations and Warranties, in the form attached as Exhibit E, which 3COM Cypress or the Applicable Purchaser must execute and return to BNPLCBNP, (5) a Documentary Transfer Tax Request in the form attached as Exhibit F, (6) a Secretary's Certificate in the form attached as Exhibit G, (7) a letter to the title insurance company insuring title to the Property in the form attached as Exhibit H, and (8) a certificate concerning tax withholding in the form attached as Exhibit I.I, (9) an Assignment and Assumption of Grantor's Rights under Declaration of Covenants, Conditions and Restrictions for Oakmeade - San Jose (xxe "Assignment of Grantor's Rights") in the form attached as Exhibit J, and (10) if applicable, an Indemnity for Landlord's Liens in the form attached hereto as Exhibit K. The Indemnity for Landlord's Liens described in the preceding sentence shall be required if, but only if, before the other Required Documents are tendered by BNP in accordance with this Agreement, Cypress shall have identified, provided a written list to BNP of, and been unable to obtain a commitment for title insurance against, any title encumbrances that Cypress believes in good faith may constitute Landlord's Liens and that, if valid, would constitute Landlord's Liens. Any such Indemnity will be completed by attaching a list of such identified encumbrances as Annex B thereto. Notwithstanding anything to the contrary herein, BNP shall not be required to deliver the Assignment of Grantor's Rights pursuant to this Agreement, or any other prior agreement between Cypress and BNP, so long as BNP continues to own any property encumbered by the restrictive covenants described in the Assignment of Grantor's Rights.

Terms of Conveyance Upon Purchase. Immediately As necessary to consummate any sale of the Building 3 Property to Zhone or an Applicable Purchaser pursuant to this Agreement, BNPLC must, subject to any postponement permitted by subparagraph 1(C) and to Zhone's satisfaction of its obligations set forth in subparagraph 4(D), immediately after receipt the tender of all the purchase price and any other payments to BNPLC required pursuant to the preceding Paragraph 1 or Paragraph 2, BNPLC mustas applicable, unless it is to keep the Property as permitted by Paragraph 2(a)(ii), deliver all Escrowed Proceeds, if any, and convey all of its BNPLC's right, title and interest in the Building 3 Property by grant deed to 3COM Zhone or the Applicable Purchaser, as the case may be, by BNPLC's execution, acknowledgment (where appropriate) and delivery of the Sale Closing Documents. Such conveyance by BNPLC will be subject only to the Permitted Encumbrances (as defined in the Lease) and any other encumbrances that do not constitute Prohibited EncumbrancesLiens Removable by BNPLC. However, such conveyance shall not include the right to receive any payment rights of BNPLC or other Interested Parties under the Lease indemnities provided in the Building 3 Operative Documents and the Other Operative Documents, including rights to any payments then due BNPLC from Zhone under the indemnities or that may become due thereafter because of any expense or liability incurred by BNPLC or another Interested Party resulting in whole or in part from events or circumstances occurring or alleged to have occurred before such conveyance. All costs of such purchase and conveyance of every kind whatsoevercosts, both foreseen and unforeseen, of any purchase by Zhone or an Applicable Purchaser hereunder shall be the responsibility of the purchaser, and the form of grant deed . The Sale Closing Documents used to accomplish such conveyance shall be substantially consist of the following: (1) a Corporation Grant Deed (conveying both the Buildings 1&2 Property and the Building 3 Property simultaneously to the same grantee as required to satisfy the condition set forth in subparagraph 4(D)) in the form attached as Exhibit B. With such grant deed, BNPLC shall also tender to 3COM ------- B-1 or the Applicable PurchaserExhibit B-2 or Exhibit B-4, as required by Exhibit B, (2) if required by --- ----------- ----------- Exhibit B, an extension of the case may be, the following, each fully executed and, where appropriate, acknowledged on BNPLC's behalf by an officer of BNPLC: (1) a Preliminary Change of Ownership Report Land Lease in the form attached as Exhibit CB-3, (2) a Bxxx of Sale and Assignment of Contract Rights and Intangible Assets in the form attached as Exhibit D, (3) an Acknowledgment of Disclaimer of Representations and Warranties, in the form attached as Exhibit E, which 3COM or the Applicable Purchaser must execute and return to BNPLC, (5) a Documentary Transfer Tax Request in the form attached as Exhibit F, (6) a Secretary's Certificate in the form attached as Exhibit G, (7) a letter to the title insurance company insuring title to the Property in the form attached as Exhibit H, and (8) a certificate concerning tax withholding in the form attached as Exhibit I.--------- -----------

Terms of Conveyance Upon Purchase. Immediately As necessary to consummate any sale of the Property to NAI or an Applicable Purchaser pursuant to this Agreement, BNPLC must, subject to any postponement permitted by subparagraph 1(C), promptly after receipt the tender of all the purchase price and any other payments to BNPLC required pursuant to the preceding Paragraph 1 or Paragraph 2, BNPLC mustas applicable, unless it is to keep the Property as permitted by Paragraph 2(a)(ii), deliver all Escrowed Proceeds, if any, and convey all of its BNPLC's right, title and interest in the Improvements and other Property by grant deed to 3COM NAI or the Applicable Purchaser, as the case may be, by BNPLC's execution, acknowledgment (where appropriate) and delivery of the Sale Closing Documents. Such conveyance by BNPLC will be subject only to the Permitted Encumbrances (as defined in the Lease) and any other encumbrances that do not constitute Prohibited EncumbrancesLiens Removable by BNPLC. However, such conveyance shall not include the right to receive any payment rights of BNPLC or other Interested Parties under the Lease indemnities provided in the Operative Documents, including rights to any payments then due BNPLC from NAI under the indemnities or that may become due thereafter because of any expense or liability incurred by BNPLC or another Interested Party resulting in whole or in part from events or circumstances occurring or alleged to have occurred before such conveyance. All costs of such purchase and conveyance of every kind whatsoevercosts, both foreseen and unforeseen, of any purchase by NAI or an Applicable Purchaser hereunder shall be the responsibility of the purchaser, and the form of grant deed . The Sale Closing Documents used to accomplish such conveyance shall be substantially consist of the following: (1) a Corporation Grant Deed in the form attached as Exhibit B. With such grant deed, BNPLC shall also tender to 3COM B-1 or the Applicable PurchaserExhibit B-2 or Exhibit B-3, as the case may berequired by Exhibit B, the following, each fully executed and, where appropriate, acknowledged on BNPLC's behalf by an officer of BNPLC: (12) a Preliminary Change of Ownership Report Bill xx Sale and Assignment in the form attached as Exhibit C, (2) a Bxxx of Sale and Assignment of Contract Rights and Intangible Assets in the form attached as Exhibit D, (3) an Acknowledgment of Disclaimer of Representations and Warranties, in the form attached as Exhibit ED, which 3COM NAI or the Applicable Purchaser must execute and return to BNPLC, (5) a Documentary Transfer Tax Request in the form attached as Exhibit F, (64) a Secretary's Certificate in the form attached as Exhibit G, (7) a letter to the title insurance company insuring title to the Property in the form attached as Exhibit HE, and (8) 5) a certificate concerning tax withholding in the form attached as Exhibit I.F. If for any reason BNPLC fails to tender the Sale Closing Documents as required by this Paragraph, BNPLC may cure such refusal at any time before thirty days after receipt of a demand for such cure from NAI.

Terms of Conveyance Upon Purchase. Immediately after receipt Subject to any postponement permitted by subparagraph 1(C), and provided BNPLC has not affirmatively elected a Voluntary Retention of all payments to BNPLC required pursuant to the preceding Paragraph 2, BNPLC must, unless it is to keep the Property as permitted by Paragraph 2(a)(iisubparagraph 1(A)(2)(a), deliver all Escrowed Proceedspromptly after the tender of the purchase price and any other payments to BNPLC required by and pursuant to the Paragraph 1 or Paragraph 2, if anyas applicable, and BNPLC must convey all of its BNPLC's right, title and interest in the Land, Improvements and other Property by grant deed BNPLC's execution, acknowledgment (where appropriate) and delivery of the Sale Closing Documents to 3COM FCI or the Applicable Purchaser, as the case may be, subject only to the Permitted Encumbrances (as defined in the Lease) and any other encumbrances that do not constitute Prohibited EncumbrancesLiens Removable by BNPLC. However, such conveyance shall not include the right to receive any payment under the Lease indemnities under the Operative Documents then due BNPLC or that may become due thereafter because of any expense or liability incurred by BNPLC resulting in whole or in part from events or circumstances occurring or alleged to have occurred before such conveyance. All costs of such purchase and conveyance of every kind whatsoever, both foreseen and unforeseen, shall be the responsibility of the purchaser, and the form of grant deed . The Sale Closing Documents used to accomplish such conveyance shall be substantially consist of the following: (1) a Deed in the form attached as Exhibit B. With such grant deedB, BNPLC shall also tender to 3COM or the Applicable Purchaser, as the case may be, the following, each fully executed and, where appropriate, acknowledged on BNPLC's behalf by an officer of BNPLC: (12) a Preliminary Change State of Ownership Report California Tax Certificate in the form attached as Exhibit C, (23) a Bxxx of Bill xx Sale and Assignment of Contract Rights Lease and Intangible Assets in the form attached as Exhibit D, (34) an Acknowledgment of Disclaimer of Representations and Warranties, Warranties in the form attached as Exhibit E, which 3COM FCI or the Applicable Purchaser must execute and return to BNPLC, (5) a Documentary Transfer Tax Request in the form attached as Exhibit F, (6) a Secretary's Certificate in the form attached as Exhibit G, (76) a letter to the title insurance company insuring title to the Property in the form attached as Exhibit H, and (8) 7) a certificate concerning tax withholding in the form attached as Exhibit I.I, and (8) if applicable, an Indemnity for Liens Removable by BNPLC in the form attached hereto as Exhibit J. The Indemnity for Liens Removable by BNPLC described in the preceding sentence shall be required if, but only if, before the other Sale Closing Documents are tendered by BNPLC in accordance with this Agreement, FCI shall have identified, provided a written list to BNPLC of, and been unable to obtain a commitment for title insurance against, any title encumbrances that FCI believes in good faith may constitute Liens Removable by BNPLC and that, if valid, would constitute Liens Removable by BNPLC. Any such Indemnity will be completed by attaching a list of such identified encumbrances as Annex B thereto. If for any reason BNPLC fails to tender the Sale Closing Documents as required by this Paraxxxxx 0, XXXXX xxx cure such refusal at any time before thirty days after receipt of a demand for such cure from FCI.

Terms of Conveyance Upon Purchase. Immediately after receipt of all payments to BNPLC required pursuant to the preceding Paragraph 2, BNPLC must, unless it is to keep the Property as permitted by Paragraph 2(a)(ii), deliver all Escrowed Proceeds, if any, and convey all of its right, title and interest in the Property by grant quitclaim deed to 3COM or the Applicable Purchaser, as the case may be, subject only to the Permitted Encumbrances (as defined in the Lease) and any other encumbrances that do not constitute Prohibited Encumbrances. However, such conveyance shall not include the right to receive any payment under the Lease then due BNPLC or that may become due thereafter because of any expense or liability incurred by BNPLC resulting in whole or in part from events or circumstances occurring before such conveyance. All costs of such purchase and conveyance of every kind whatsoever, both foreseen and unforeseen, shall be the responsibility of the purchaser, and the form of grant quitclaim deed used to accomplish such conveyance shall be substantially in the form attached as Exhibit B. With such grant quitclaim deed, BNPLC shall also tender to 3COM or the Applicable Purchaser, as the case may be, the following, each fully executed and, where appropriate, acknowledged on BNPLC's behalf by an officer of BNPLC: : (1) a Preliminary Change of Ownership Report in the form attached as Exhibit C, (2) a Bxxx Xxxx of Sale and Assignment of Contract Rights and Intangible Assets in the form attached as Exhibit D, (32) an Acknowledgment of Disclaimer of Representations and Warranties, in the form attached as Exhibit E, which 3COM or the Applicable Purchaser must execute and return to BNPLC, (5) a Documentary Transfer Tax Request in the form attached as Exhibit F, (63) a Secretary's Certificate in the form attached as Exhibit G, (74) a letter to the title insurance company insuring title to the Property in the form attached as Exhibit H, and (8) 5) a certificate concerning tax withholding in the form attached as Exhibit I.

Terms of Conveyance Upon Purchase. Immediately As necessary to consummate any sale of the Property to NAI or an Applicable Purchaser pursuant to this Agreement, BNPLC must, subject to any postponement permitted by subparagraph , promptly after receipt the tender of all the purchase price and any other payments to BNPLC required pursuant to the preceding Paragraph 2or Paragraph , BNPLC mustas applicable, unless it is to keep the Property as permitted by Paragraph 2(a)(ii), deliver all Escrowed Proceeds, if any, and convey all of its BNPLC's right, title and interest in the Land and other Property by grant deed to 3COM NAI or the Applicable Purchaser, as the case may be, by BNPLC's execution, acknowledgment (where appropriate) and delivery of the Sale Closing Documents. Such conveyance by BNPLC will be subject only to the Permitted Encumbrances (as defined in the Lease) and any other encumbrances that do not constitute Prohibited EncumbrancesLiens Removable by BNPLC. However, such conveyance shall not include the right to receive any payment rights of BNPLC or other Interested Parties under the Lease indemnities provided in the Operative Documents, including rights to any payments then due BNPLC from NAI under the indemnities or that may become due thereafter because of any expense or liability incurred by BNPLC or another Interested Party resulting in whole or in part from events or circumstances occurring or alleged to have occurred before such conveyance. All costs of such purchase and conveyance of every kind whatsoevercosts, both foreseen and unforeseen, of any purchase by NAI or an Applicable Purchaser hereunder shall be the responsibility of the purchaser, and the form of grant deed . The Sale Closing Documents used to accomplish such conveyance shall be substantially consist of the following: (1) a Corporation Grant Deed in the form attached as Exhibit B. With such grant deedB-1 or Exhibit B-2 or Exhibit B-4, BNPLC shall also tender to 3COM as required by Exhibit B, (2) if required by Exhibit B, a Ground Lease in the form attached as Exhibit B-3, which NAI or the Applicable PurchaserPurchase must execute and return to BNPLC, as the case may be, the following, each fully executed and, where appropriate, acknowledged on BNPLC's behalf by an officer of BNPLC: (13) a Preliminary Change of Ownership Report Bill xx Sale and Assignment in the form attached as Exhibit C, (2) a Bxxx of Sale and Assignment of Contract Rights and Intangible Assets in the form attached as Exhibit D, (34) an Acknowledgment of Disclaimer of Representations and Warranties, in the form attached as Exhibit ED, which 3COM NAI or the Applicable Purchaser must execute and return to BNPLC, (5) a Documentary Transfer Tax Request in the form attached as Exhibit F, (6) a Secretary's Certificate in the form attached as Exhibit G, (7) a letter to the title insurance company insuring title to the Property in the form attached as Exhibit HE, and (8) 6) a certificate concerning tax withholding in the form attached as Exhibit I.F. If for any reason BNPLC fails to tender the Sale Closing Documents as required by this Paraxxxxx 0, XXXXX xxx cure such refusal at any time before thirty days after receipt of a demand for such cure from NAI.

Terms of Conveyance Upon Purchase. Immediately As necessary to consummate any sale of the Property to NAI or an Applicable Purchaser pursuant to this Agreement, BNPLC must, subject to any postponement permitted by subparagraph 1(C), promptly after receipt the tender of all the purchase price and any other payments to BNPLC required pursuant to the preceding Paragraph 1 or Paragraph 2, BNPLC mustas applicable, unless it is to keep the Property as permitted by Paragraph 2(a)(ii), deliver all Escrowed Proceeds, if any, and convey all of its BNPLC's right, title and interest in the Land and other Property by grant deed to 3COM NAI or the Applicable Purchaser, as the case may be, by BNPLC's execution, acknowledgment (where appropriate) and delivery of the Sale Closing Documents. Such conveyance by BNPLC will be subject only to the Permitted Encumbrances (as defined in the Lease) and any other encumbrances that do not constitute Prohibited EncumbrancesLiens Removable by BNPLC. However, such conveyance shall not include the right to receive any payment rights of BNPLC or other Interested Parties under the Lease indemnities provided in the Operative Documents, including rights to any payments then due BNPLC from NAI under the indemnities or that may become due thereafter because of any expense or liability incurred by BNPLC or another Interested Party resulting in whole or in part from events or circumstances occurring or alleged to have occurred before such conveyance. All costs of such purchase and conveyance of every kind whatsoevercosts, both foreseen and unforeseen, of any purchase by NAI or an Applicable Purchaser hereunder shall be the responsibility of the purchaser, and the form of grant deed . The Sale Closing Documents used to accomplish such conveyance shall be substantially consist of the following: (1) a Corporation Grant Deed in the form attached as Exhibit B. With such grant deedB-1 or Exhibit B-2 or Exhibit B-4, BNPLC shall also tender to 3COM as required by Exhibit B, (2) if required by Exhibit B, a Ground Lease in the form attached as Exhibit B-3, which NAI or the Applicable PurchaserPurchase must execute and return to BNPLC, as the case may be, the following, each fully executed and, where appropriate, acknowledged on BNPLC's behalf by an officer of BNPLC: (13) a Preliminary Change of Ownership Report Bill xx Sale and Assignment in the form attached as Exhibit C, (2) a Bxxx of Sale and Assignment of Contract Rights and Intangible Assets in the form attached as Exhibit D, (34) an Acknowledgment of Disclaimer of Representations and Warranties, in the form attached as Exhibit ED, which 3COM NAI or the Applicable Purchaser must execute and return to BNPLC, (5) a Documentary Transfer Tax Request in the form attached as Exhibit F, (6) a Secretary's Certificate in the form attached as Exhibit G, (7) a letter to the title insurance company insuring title to the Property in the form attached as Exhibit HE, and (8) 6) a certificate concerning tax withholding in the form attached as Exhibit I.F. If for any reason BNPLC fails to tender the Sale Closing Documents as required by this Paragraph , BNPLC may cure such refusal at any time before thirty days after receipt of a demand for such cure from NAI.

Terms of Conveyance Upon Purchase. Immediately As necessary to consummate any sale of the Property to NAI or an Applicable Purchaser pursuant to this Agreement, BNPLC must, subject to any postponement permitted by subparagraph 1(C), promptly after receipt the tender of all the purchase price and any other payments to BNPLC required pursuant to the preceding Paragraph 1 or Paragraph 2, BNPLC mustas applicable, unless it is to keep the Property as permitted by Paragraph 2(a)(ii), deliver all Escrowed Proceeds, if any, and convey all of its BNPLC's right, title and interest in the Land and other Property by grant deed to 3COM NAI or the Applicable Purchaser, as the case may be, by BNPLC's execution, acknowledgment (where appropriate) and delivery of the Sale Closing Documents. Such conveyance by BNPLC will be subject only to the Permitted Encumbrances (as defined in the Lease) and any other encumbrances that do not constitute Prohibited EncumbrancesLiens Removable by BNPLC. However, such conveyance shall not include the right to receive any payment rights of BNPLC or other Interested Parties under the Lease indemnities provided in the Operative Documents, including rights to any payments then due BNPLC from NAI under the indemnities or that may become due thereafter because of any expense or liability incurred by BNPLC or another Interested Party resulting in whole or in part from events or circumstances occurring or alleged to have occurred before such conveyance. All costs of such purchase and conveyance of every kind whatsoevercosts, both foreseen and unforeseen, of any purchase by NAI or an Applicable Purchaser hereunder shall be the responsibility of the purchaser, and the form of grant deed . The Sale Closing Documents used to accomplish such conveyance shall be substantially consist of the following: (1) a Corporation Grant Deed in the form attached as Exhibit B. With such grant deedB-1 or Exhibit B-2 or Exhibit B-4, BNPLC shall also tender to 3COM as required by Exhibit B, (2) if required by Exhibit B, a Ground Lease in the form attached as Exhibit B-3, which NAI or the Applicable PurchaserPurchase must execute and return to BNPLC, as the case may be, the following, each fully executed and, where appropriate, acknowledged on BNPLC's behalf by an officer of BNPLC: (13) a Preliminary Change of Ownership Report Bill xx Sale and Assignment in the form attached as Exhibit C, (2) a Bxxx of Sale and Assignment of Contract Rights and Intangible Assets in the form attached as Exhibit D, (34) an Acknowledgment of Disclaimer of Representations and Warranties, in the form attached as Exhibit ED, which 3COM NAI or the Applicable Purchaser must execute and 11 return to BNPLC, (5) a Documentary Transfer Tax Request in the form attached as Exhibit F, (6) a Secretary's Certificate in the form attached as Exhibit G, (7) a letter to the title insurance company insuring title to the Property in the form attached as Exhibit HE, and (8) 6) a certificate concerning tax withholding in the form attached as Exhibit I.F. If for any reason BNPLC fails to tender the Sale Closing Documents as required by this Paraxxxxx 0, XXXXX xxx cure such refusal at any time before thirty days after receipt of a demand for such cure from NAI.

Terms of Conveyance Upon Purchase. Immediately after receipt of all payments to BNPLC required pursuant to the preceding Paragraph 2, BNPLC must, unless it is to keep the Property as permitted by Paragraph 2(a)(ii), (A) deliver all Escrowed Proceeds, if any, and (b) convey all of its right, title and the interest in the Property received by BNPLC pursuant to the Existing Contract (save and except any interest in or any part of the Property previously taken by eminent domain) by grant deed to 3COM Informix or the Applicable Purchaser, as the case may be, subject only to the Permitted Encumbrances (as defined in the Lease) and any other encumbrances that do not constitute Prohibited Encumbrances. However, such conveyance shall not include the right to receive any payment under the Lease then due BNPLC or that may thereafter become due thereafter to BNPLC under the Lease, the Environmental Indemnity or this Agreement because of any expense or liability incurred by BNPLC resulting in whole or in part from events or circumstances occurring before such conveyance. All costs of such purchase and conveyance of every kind whatsoever, both foreseen and unforeseen, shall be the responsibility of the purchaserApplicable Purchaser or Informix , and the form of grant deed used to accomplish such conveyance shall be substantially in the form attached as Exhibit B. With such grant deed, BNPLC shall also tender to 3COM Informix or the Applicable Purchaser, as the case may be, the following, each fully executed and, where appropriate, acknowledged on BNPLC's behalf by an officer of BNPLC: (1) a Preliminary Change of Ownership Report in the form attached as Exhibit C, (2) a Bxxx Xxxx of Sale and Assignment of Contract Rights and Intangible Assets in the form attached as Exhibit D, (3) an Acknowledgment of Disclaimer of Representations and Warranties, in the form attached as Exhibit E, which 3COM Informix or the Applicable Purchaser must execute and return to BNPLC, (5) a Documentary Transfer Tax Request in the form attached as Exhibit F, (6) a Secretary's Certificate in the form attached as Exhibit G, (7) a letter to the title insurance company insuring title to the Property in the form attached as Exhibit H, and (8) a certificate concerning tax withholding in the form attached as Exhibit I.I, and (9) if applicable, an Indemnity for Prohibited Encumbrances in the form attached hereto as Exhibit J. The Indemnity for Prohibited Encumbrances described in the preceding sentence shall be required if, but only if, before the other Required Documents are tendered by BNPLC in accordance with this Agreement, Informix shall have identified, provided a written list to BNPLC of, and been unable to obtain a commitment for title insurance against, any title encumbrances that Informix believes in good faith may constitute Prohibited Encumbrances and that, if valid, would constitute Prohibited Encumbrances. Any such Indemnity will be completed by attaching a list of such identified encumbrances as Annex B thereto.

Terms of Conveyance Upon Purchase. Immediately As necessary to consummate any sale of the Property to NAI or an Applicable Purchaser pursuant to this Agreement, BNPLC must, subject to any postponement permitted by subparagraph 1.(C), promptly after receipt the tender of all the purchase price and any other payments to BNPLC required pursuant to the preceding Paragraph 1 or Paragraph 2, BNPLC mustas applicable, unless it is to keep the Property as permitted by Paragraph 2(a)(ii), deliver all Escrowed Proceeds, if any, and convey all of its BNPLC's right, title and interest in the Land and other Property by grant deed to 3COM NAI or the Applicable Purchaser, as the case may be, by BNPLC's execution, acknowledgment (where appropriate) and delivery of the Sale Closing Documents. Such conveyance by BNPLC will be subject only to the Permitted Encumbrances (as defined in the Lease) and any other encumbrances that do not constitute Prohibited EncumbrancesLiens Removable by BNPLC. However, such conveyance shall not include the right to receive any payment rights of BNPLC or other Interested Parties under the Lease indemnities provided in the Operative Documents, including rights to any payments then due BNPLC from NAI under the indemnities or that may become due thereafter because of any expense or liability incurred by BNPLC or another Interested Party resulting in whole or in part from events or circumstances occurring or alleged to have occurred before such conveyance. All costs of such purchase and conveyance of every kind whatsoevercosts, both foreseen and unforeseen, of any purchase by NAI or an Applicable Purchaser hereunder shall be the responsibility of the purchaser, and the form of grant deed . The Sale Closing Documents used to accomplish such conveyance shall be substantially consist of the following: (1) a Corporation Grant Deed in the form attached as Exhibit B. With such grant deedB-1 or Exhibit B-2 or Exhibit B-4, BNPLC shall also tender to 3COM as required by Exhibit B, (2) if required by Exhibit B, a Ground Lease in the form attached as Exhibit B-3, which NAI or the Applicable PurchaserPurchase must execute and return to BNPLC, as the case may be, the following, each fully executed and, where appropriate, acknowledged on BNPLC's behalf by an officer of BNPLC: (13) a Preliminary Change of Ownership Report Bill xx Sale and Assignment in the form attached as Exhibit C, (2) a Bxxx of Sale and Assignment of Contract Rights and Intangible Assets in the form attached as Exhibit D, (34) an Acknowledgment of Disclaimer of Representations and Warranties, in the form attached as Exhibit ED, which 3COM NAI or the Applicable Purchaser must execute and return to BNPLC, (5) a Documentary Transfer Tax Request in the form attached as Exhibit F, (6) a Secretary's Certificate in the form attached as Exhibit G, (7) a letter to the title insurance company insuring title to the Property in the form attached as Exhibit HE, and (8) 6) a certificate concerning tax withholding in the form attached as Exhibit I.F. If for any reason BNPLC fails to tender the Sale Closing Documents as required by this Paraxxxxx 0, XXXXX xxx cure such refusal at any time before thirty days after receipt of a demand for such cure from NAI.

Terms of Conveyance Upon Purchase. Immediately As necessary to consummate any sale of the Buildings 1&2 Property to Zhone or an Applicable Purchaser pursuant to this Agreement, BNPLC must, subject to any postponement permitted by subparagraph 1(C) and to Zhone's satisfaction of its obligations set forth in subparagraph 4(D), immediately after receipt the tender of all the purchase price and any other payments to BNPLC required pursuant to the preceding Paragraph 1 or Paragraph 2, BNPLC mustas applicable, unless it is to keep the Property as permitted by Paragraph 2(a)(ii), deliver all Escrowed Proceeds, if any, and convey all of its BNPLC's right, title and interest in the Buildings 1&2 Property by grant deed to 3COM Zhone or the Applicable Purchaser, as the case may be, by BNPLC's execution, acknowledgment (where appropriate) and delivery of the Sale Closing Documents. Such conveyance by BNPLC will be subject only to the Permitted Encumbrances (as defined in the Lease) and any other encumbrances that do not constitute Prohibited EncumbrancesLiens Removable by BNPLC. However, such conveyance shall not include the right to receive any payment rights of BNPLC or other Interested Parties under the Lease indemnities provided in the Buildings 1&2 Operative Documents and the Other Operative Documents, including rights to any payments then due BNPLC from Zhone under the indemnities or that may become due thereafter because of any expense or liability incurred by BNPLC or another Interested Party resulting in whole or in part from events or circumstances occurring or alleged to have occurred before such conveyance. All costs of such purchase and conveyance of every kind whatsoevercosts, both foreseen and unforeseen, of any purchase by Zhone or an Applicable Purchaser hereunder shall be the responsibility of the purchaser, and the form of grant deed . The Sale Closing Documents used to accomplish such conveyance shall be substantially consist of the following: (1) a Corporation Grant Deed (conveying both the Building 3 Property and the Buildings 1&2 Property simultaneously to the same grantee as required to satisfy the condition set forth in subparagraph 4(D)) in the form attached as Exhibit B. With such grant deed, BNPLC shall also tender to 3COM B- --------- 1 or the Applicable PurchaserExhibit B-2 or Exhibit B-4, as required by Exhibit B, (2) if required by - ----------- ----------- --------- Exhibit B, an extension of the case may be, the following, each fully executed and, where appropriate, acknowledged on BNPLC's behalf by an officer of BNPLC: (1) a Preliminary Change of Ownership Report Land Lease in the form attached as Exhibit CB-3, (2) a Bxxx of Sale and Assignment of Contract Rights and Intangible Assets in the form attached as Exhibit D, (3) an Acknowledgment of Disclaimer of Representations and Warranties, in the form attached as Exhibit E, which 3COM or the Applicable Purchaser must execute and return to BNPLC, (5) a Documentary Transfer Tax Request in the form attached as Exhibit F, (6) a Secretary's Certificate in the form attached as Exhibit G, (7) a letter to the title insurance company insuring title to the Property in the form attached as Exhibit H, and (8) a certificate concerning tax withholding in the form attached as Exhibit I.--------- -----------

Terms of Conveyance Upon Purchase. Immediately after receipt Subject to any postponement permitted by subparagraph 1(C), and provided BNPLC has not affirmatively elected a Voluntary Retention of all payments to BNPLC required pursuant to the preceding Paragraph 2, BNPLC must, unless it is to keep the Property as permitted by Paragraph 2(a)(iisubparagraph 1(A)(2)(a), deliver all Escrowed Proceedspromptly after the tender of the purchase price and any other payments to BNPLC required by and pursuant to the Paragraph 1 or Paragraph 2, if anyas applicable, and BNPLC must convey all of its BNPLC's right, title and interest in the Land, Improvements and other Property by grant deed BNPLC's execution, acknowledgment (where appropriate) and delivery of the Sale Closing Documents to 3COM SGC or the Applicable Purchaser, as the case may be, subject only to the Permitted Encumbrances (as defined in the Lease) and any other encumbrances that do not constitute Prohibited EncumbrancesLiens Removable by BNPLC. However, such conveyance shall not include the right to receive any payment under the Lease indemnities under the Operative Documents then due BNPLC or that may become due thereafter because of any expense or liability incurred by BNPLC resulting in whole or in part from events or circumstances occurring or alleged to have occurred before such conveyance. All costs of such purchase and conveyance of every kind whatsoever, both foreseen and unforeseen, shall be the responsibility of the purchaser, and the form of grant deed . The Sale Closing Documents used to accomplish such conveyance shall be substantially consist of the following: (1) a Deed in the form attached as Exhibit B. With such grant deed, BNPLC shall also tender to 3COM or the Applicable Purchaser, as the case may be, the following, each fully executed and, where appropriate, acknowledged on BNPLC's behalf by an officer of BNPLC: (1) a Preliminary Change of Ownership Report in the form attached as Exhibit CB, (2) a Bxxx of Bill xx Sale and Assignment of Contract Rights Lease and Intangible Assets in the form attached as Exhibit D, (3) an Acknowledgment of Disclaimer of Representations and Warranties, Warranties in the form attached as Exhibit E, which 3COM SGC or the Applicable Purchaser must execute and return to BNPLC, (5) a Documentary Transfer Tax Request in the form attached as Exhibit F, (64) a Secretary's Certificate in the form attached as Exhibit G, (75) a letter to the title insurance company insuring title to the Property in the form attached as Exhibit H, and (8) 6) a FIRPTA certificate concerning tax withholding in the form attached hereto as Exhibit I.I, and (7) if applicable, an Indemnity for Liens Removable by BNPLC in the form attached hereto as Exhibit J. The Indemnity for Liens Removable by BNPLC described in the preceding sentence shall be required if, but only if, before the other Sale Closing Documents are tendered by BNPLC in accordance with this Agreement, SGC shall have identified, provided a written list to BNPLC of, and been unable to obtain a commitment for title insurance against, any title encumbrances that SGC believes in good faith may constitute Liens Removable by BNPLC and that, if valid, would constitute Liens Removable by BNPLC. Any such Indemnity will be completed by attaching a list of such identified encumbrances as Annex B thereto. If for any reason BNPLC fails to tender the Sale Closing Documents as required by this Paraxxxxx 0, XXXXX xxx cure such refusal at any time before thirty days after receipt of a demand for such cure from SGC.

Terms of Conveyance Upon Purchase. Immediately after receipt of Solectron tenders all payments to BNPLC as required by and pursuant to the preceding Paragraph 21, BNPLC must, unless it is to keep the Property as permitted by Paragraph 2(a)(iisubparagraph 1.(a)(ii), deliver all Escrowed Proceeds, if any, and convey all of its right, title and interest in the Land, Improvements and other Property by grant deed BNPLC's execution, acknowledgment (where appropriate) and delivery of the Sale Closing Documents to 3COM Solectron or the Applicable Purchaser, as the case may be, subject only to the Permitted Encumbrances (as defined in the Lease) and any other encumbrances that do not constitute Prohibited EncumbrancesLiens Removable by BNPLC. However, such conveyance shall not include the right to receive any payment under the indemnities in the Closing Certificate or under the Lease then due BNPLC or that may become due thereafter because of any expense or liability incurred by BNPLC resulting in whole or in part from events or circumstances occurring before such conveyance. All costs of such purchase and conveyance of every kind whatsoever, both foreseen and unforeseen, shall be the responsibility of the purchaser, and the form of grant deed . The Sale Closing Documents used to accomplish such conveyance shall be substantially consist of the following: (1) a Deed in the form attached as Exhibit B. With such grant deedB, BNPLC shall also tender to 3COM or the Applicable Purchaser, as the case may be, the following, each fully executed and, where appropriate, acknowledged on BNPLC's behalf by an officer of BNPLC: (12) a Preliminary Change State of Ownership Report Washington Excise Tax Affidavit in the form attached as Exhibit C, (23) a Bxxx of Bill xx Sale and Assignment of Contract Rights Lease and Intangible Assets in the form attached as Exhibit D, (34) an Acknowledgment of Disclaimer of Representations and Warranties, Warranties in the form attached as Exhibit E, which 3COM Solectron or the Applicable Purchaser must execute and return to BNPLC, (5) a Documentary Transfer Tax Request in the form attached as Exhibit F, (6) a Secretary's Certificate in the form attached as Exhibit G, (76) a letter to the title insurance company insuring title to the Property in the form attached as Exhibit H, and (8) 7) a certificate concerning tax withholding in the form attached as Exhibit I.I, and (8) if applicable, an Indemnity for Liens Removable by BNPLC in the form attached hereto as Exhibit J. The Indemnity for Liens Removable by BNPLC described in the preceding sentence shall be required if, but only if, before the other Sale Closing Documents are tendered by BNPLC in accordance with this Agreement, Solectron shall have identified, provided a written list to BNPLC of, and been unable to obtain a commitment for title insurance against, any title encumbrances that Solectron believes in good faith may constitute Liens Removable by BNPLC and that, if valid, would constitute Liens Removable by BNPLC. Any such Indemnity will be completed by attaching a list of such identified encumbrances as Annex B thereto. If for any reason BNPLC fails to tender the Sale Closing Documents as required by this Paraxxxxx 0, XXXXX xxx cure such refusal at any time before thirty days after receipt of a demand for such cure from Solectron.

Terms of Conveyance Upon Purchase. Immediately after receipt of all payments to BNPLC BNP required pursuant to the preceding Paragraph 2Xxxxxxxxx 0, BNPLC XXX must, unless it is to keep the Property as permitted by Paragraph 2(a)(ii), deliver all Escrowed Proceeds, if any, and convey all of its right, title and interest in the Property by grant deed to 3COM Genentech or the Applicable Purchaser, as the case may be, subject only to the Permitted Encumbrances (as defined in the Lease) and any other encumbrances that do not constitute Prohibited Encumbrances. However, such conveyance shall not include the right to receive any payment under the Lease then due BNPLC BNP or that may become due thereafter because of any expense or liability incurred by BNPLC BNP resulting in whole or in part from events or circumstances occurring before such conveyance. All costs of such purchase and conveyance of every kind whatsoever, both foreseen and unforeseen, shall be the responsibility of the purchaser, and the form of grant deed used to accomplish such conveyance shall be substantially in the form attached as Exhibit B. With such grant deed, BNPLC BNP shall also tender to 3COM Genentech or the Applicable Purchaser, as the case may be, the following, each fully executed and, where appropriate, acknowledged on BNPLCBNP's behalf by an officer of BNPLCBNP: (1) a Preliminary Change of Ownership Report in the form attached as Exhibit C, (2) a Bxxx Xxxx of Sale and Assignment of Contract Rights and Intangible Assets in the form attached as Exhibit D, (3) an Acknowledgment of Disclaimer of Representations and Warranties, in the form attached as Exhibit E, which 3COM Genentech or the Applicable Purchaser must execute and return to BNPLCBNP, (5) a Documentary Transfer Tax Request in the form attached as Exhibit F, (6) a Secretary's Certificate in the form attached as Exhibit G, (7) a letter to the title insurance company insuring title to the Property in the form attached as Exhibit H, and (8) a certificate concerning tax withholding in the form attached as Exhibit I.

Terms of Conveyance Upon Purchase. Immediately after receipt of all payments to BNPLC required pursuant to the preceding Paragraph 2, BNPLC must, unless it is to keep the Property as permitted by Paragraph 2(a)(ii), deliver all Escrowed Proceeds, if any, and convey all of its right, title and interest in the Property by grant deed to 3COM or the Applicable Purchaser, as the case may be, subject only to the Permitted Encumbrances (as defined in the Lease) and any other encumbrances that do not constitute Prohibited Encumbrances. However, such conveyance shall not include the right to receive any payment under the Lease then due BNPLC or that may become due thereafter because of any expense or liability incurred by BNPLC resulting in whole or in part from events or circumstances occurring before such conveyance. All costs of such purchase and conveyance of every kind whatsoever, both foreseen and unforeseen, shall be the responsibility of the purchaser, and the form of grant deed used to accomplish such conveyance shall be substantially in the form attached as Exhibit B. With such grant deed, BNPLC shall also tender to 3COM or the Applicable Purchaser, as the case may be, the following, each fully executed and, where appropriate, acknowledged on BNPLC's behalf by an officer of BNPLC: (1) a Preliminary Change of Ownership Report in the form attached as Exhibit C, (2) a Bxxx Xxxx of Sale and Assignment of Contract Rights and Intangible Assets in the form attached as Exhibit D, (3) an Acknowledgment of Disclaimer of Representations and Warranties, in the form attached as Exhibit E, which 3COM or the Applicable Purchaser must execute and return to BNPLC, (5) a Documentary Transfer Tax Request in the form attached as Exhibit F, (6) a Secretary's Certificate in the form attached as Exhibit G, (7) a letter to the title insurance company insuring title to the Property in the form attached as Exhibit H, and (8) a certificate concerning tax withholding in the form attached as Exhibit I.

Terms of Conveyance Upon Purchase. Immediately As necessary to consummate any sale of the Property to Extreme or an Applicable Purchaser pursuant to this Agreement, BNPLC must, subject to any postponement permitted by subparagraph 1.(C), promptly after receipt the tender of all the purchase price and any other payments to BNPLC required pursuant to the preceding Paragraph 2, BNPLC must, unless it is to keep the Property 1 or Paragraph 2 (as permitted by Paragraph 2(a)(iiapplicable), deliver all Escrowed Proceedsand this Paragraph 3 (as applicable), if any, and convey all of its BNPLC's right, title and interest in the Improvements and other Property by grant deed to 3COM Extreme or the Applicable Purchaser, as the case may be, by BNPLC's execution, acknowledgment (where appropriate) and delivery of the Sale Closing Documents. Such conveyance by BNPLC will be subject only to the Permitted Encumbrances (as defined in the Lease) and any other encumbrances that do not constitute Prohibited EncumbrancesLiens Removable by BNPLC. However, such conveyance shall not include the right to receive any payment rights of BNPLC or other Interested Parties under the Lease indemnities provided in the Operative Documents, including rights to any payments then due BNPLC from Extreme under the indemnities or that may become due thereafter because of any expense or liability incurred by BNPLC or another Interested Party resulting in whole or in part from events or circumstances occurring or alleged to have occurred before such conveyance. All costs of such purchase and conveyance of every kind whatsoevercosts, both foreseen and unforeseen, of any purchase by Extreme or an Applicable Purchaser hereunder shall be the responsibility of the purchaser, and the form of grant deed . The Sale Closing Documents used to accomplish such conveyance shall be substantially consist of the following: (1) a Corporation Grant Deed in the form attached as Exhibit B. With such grant deed, BNPLC shall also tender to 3COM B-1 or the Applicable PurchaserExhibit B-2 or Exhibit B-3, as the case may berequired by ----------- ----------- ----------- Exhibit B, the following, each fully executed and, where appropriate, acknowledged on BNPLC's behalf by an officer of BNPLC: (12) a Preliminary Change Xxxx of Ownership Report Sale and Assignment in the form attached as Exhibit C, (2) a Bxxx of Sale and Assignment of Contract Rights and Intangible Assets in the form attached as Exhibit D, --------- --------- (3) an Acknowledgment of Disclaimer of Representations and Warranties, in the form attached as Exhibit ED, which 3COM Extreme or the Applicable Purchaser must --------- execute and return to BNPLC, (5) a Documentary Transfer Tax Request in the form attached as Exhibit F, (64) a Secretary's Certificate in the form attached as Exhibit G, (7) a letter to the title insurance company insuring title to the Property in the form attached as Exhibit HE, and (8) 5) a certificate concerning tax withholding in the form --------- attached as Exhibit I.F. If for any reason BNPLC fails to tender the Sale Closing --------- Documents as required by this Xxxxxxxxx 0, XXXXX may cure such refusal at any time before thirty days after receipt of a demand for such cure from Extreme.

Terms of Conveyance Upon Purchase. Immediately As necessary to consummate any sale of the Property to NAI or an Applicable Purchaser pursuant to this Agreement, BNPLC must, subject to any postponement permitted by subparagraph 1(C), promptly after receipt the tender of all the purchase price and any other payments to BNPLC required pursuant to the preceding Paragraph 1 or Paragraph 2, BNPLC mustas applicable, unless it is to keep the Property as permitted by Paragraph 2(a)(ii), deliver all Escrowed Proceeds, if any, and convey all of its BNPLC's right, title and interest in the Land, Improvements and other Property by grant deed to 3COM NAI or the Applicable Purchaser, as the case may be, by BNPLC's execution, acknowledgment (where appropriate) and delivery of the Sale Closing Documents. Such conveyance by BNPLC will be subject only to the Permitted Encumbrances (as defined in the Lease) and any other encumbrances that do not constitute Prohibited EncumbrancesLiens Removable by BNPLC. However, such conveyance shall not include the right to receive any payment rights of BNPLC or other Interested Parties under the Lease indemnities provided in the Operative Documents, including rights to any payments then due BNPLC from NAI under the indemnities or that may become due thereafter because of any expense or liability incurred by BNPLC or another Interested Party resulting in whole or in part from events or circumstances occurring or alleged to have occurred before such conveyance. All costs of such purchase and conveyance of every kind whatsoevercosts, both foreseen and unforeseen, of any purchase by NAI or an Applicable Purchaser hereunder shall be the responsibility of the purchaser, and the form of grant deed . The Sale Closing Documents used to accomplish such conveyance shall be substantially consist of the following: (1) a Corporation Grant Deed in the form attached as Exhibit B. With such grant deedB, BNPLC shall also tender to 3COM or the Applicable Purchaser, as the case may be, the following, each fully executed and, where appropriate, acknowledged on BNPLC's behalf by an officer of BNPLC: (12) a Preliminary Change of Ownership Report Bill xx Sale and Assignment in the form attached as Exhibit C, (2) a Bxxx of Sale and Assignment of Contract Rights and Intangible Assets in the form attached as Exhibit D, (3) an Acknowledgment of Disclaimer of Representations and Warranties, in the form attached as Exhibit ED, which 3COM NAI or the Applicable Purchaser must execute and return to BNPLC, (5) a Documentary Transfer Tax Request in the form attached as Exhibit F, (64) a Secretary's Certificate in the form attached as Exhibit G, (7) a letter to the title insurance company insuring title to the Property in the form attached as Exhibit HE, and (8) 5) a certificate concerning tax withholding in the form attached as Exhibit I.F. If for any reason BNPLC fails to tender the Sale Closing Documents as required by this Paraxxxxx 0, XXXXX xxx cure such refusal at any time before thirty days after receipt of a demand for such cure from NAI.

Terms of Conveyance Upon Purchase. Immediately As necessary to consummate any sale of the Property to Zhone or an Applicable Purchaser pursuant to this Agreement, BNPLC must, subject to any postponement permitted by subparagraph 1(C), immediately after receipt the tender of all the purchase price and any other payments to BNPLC required pursuant to the preceding Paragraph 1 or Paragraph 2, BNPLC mustas applicable, unless it is to keep the Property as permitted by Paragraph 2(a)(ii), deliver all Escrowed Proceeds, if any, and convey all of its BNPLC's right, title and interest in the Property by grant deed to 3COM Zhone or the Applicable Purchaser, as the case may be, by BNPLC's execution, acknowledgment (where appropriate) and delivery of the Land Sale Closing Documents. Such conveyance by BNPLC will be subject only to the Permitted Encumbrances (as defined in the Lease) and any other encumbrances that do not constitute Prohibited EncumbrancesLiens Removable by BNPLC. However, such conveyance shall not include the right to receive any payment rights of BNPLC or other Interested Parties under the Lease indemnities provided in the Land Operative Documents and the Other Operative Documents, including rights to any payments then due BNPLC from Zhone under the indemnities or that may become due thereafter because of any expense or liability incurred by BNPLC or another Interested Party resulting in whole or in part from events or circumstances occurring or alleged to have occurred before such conveyance. All costs of such purchase and conveyance of every kind whatsoevercosts, both foreseen and unforeseen, of any purchase by Zhone or an Applicable Purchaser hereunder shall be the responsibility of the purchaser, and the form of grant deed . The Land Sale Closing Documents used to accomplish such conveyance shall be substantially consist of the following: (1) a Corporation Grant Deed in the form attached as Exhibit B. With such grant deedB-1 or Exhibit B-2 or Exhibit B-4, BNPLC shall also tender to 3COM as required by Exhibit B, ----------- ----------- ----------- --------- (2) if required by Exhibit B, a Ground Lease in the form attached as Exhibit --------- ------- B-3, which Zhone or the Applicable PurchaserPurchase must execute and return to BNPLC, as the case may be, the following, each fully executed and, where appropriate, acknowledged on BNPLC's behalf by an officer of BNPLC: --- (13) a Preliminary Change Xxxx of Ownership Report Sale and Assignment in the form attached as Exhibit C, (2) a Bxxx of Sale and Assignment of Contract Rights and Intangible Assets in the form attached as Exhibit D, (34) an --------- Acknowledgment of Disclaimer of Representations and Warranties, in the form attached as Exhibit ED, which 3COM Zhone or the Applicable Purchaser must execute and --------- return to BNPLC, (5) a Documentary Transfer Tax Request in the form attached as Exhibit F, (6) a Secretary's Certificate in the form attached as Exhibit G, (7) a letter to the title insurance company insuring title to the Property in the form attached as Exhibit H------- E, and (8) 6) a certificate concerning tax withholding in the form attached as - Exhibit I.F. If for any reason BNPLC fails to tender the Land Sale Closing --------- Documents as required by this Xxxxxxxxx 0, XXXXX may cure such refusal at any time before thirty days after receipt of a demand for such cure from Zhone.

Terms of Conveyance Upon Purchase. Immediately As necessary to consummate any sale of the Property to Extreme or an Applicable Purchaser pursuant to this Agreement, BNPLC must, subject to any postponement permitted by subparagraph 1.(C), promptly after receipt the tender of all the purchase price and any other payments to BNPLC required pursuant to the preceding Paragraph 1 or Paragraph 2, BNPLC mustas applicable, unless it is to keep the Property as permitted by Paragraph 2(a)(ii), deliver all Escrowed Proceeds, if any, and convey all of its BNPLC's right, title and interest in the Land and other Property by grant deed to 3COM Extreme or the Applicable Purchaser, as the case may be, by BNPLC's execution, acknowledgment (where appropriate) and delivery of the Sale Closing Documents. Such conveyance by BNPLC will be subject only to the Permitted Encumbrances (as defined in the Lease) and any other encumbrances that do not constitute Prohibited EncumbrancesLiens Removable by BNPLC. However, such conveyance shall not include the right to receive any payment rights of BNPLC or other Interested Parties under the Lease indemnities provided in the Operative Documents, including rights to any payments then due BNPLC from Extreme under the indemnities or that may become due thereafter because of any expense or liability incurred by BNPLC or another Interested Party resulting in whole or in part from events or circumstances occurring or alleged to have occurred before such conveyance. All costs of such purchase and conveyance of every kind whatsoevercosts, both foreseen and unforeseen, of any purchase by Extreme or an Applicable Purchaser hereunder shall be the responsibility of the purchaser, and the form of grant deed . The Sale Closing Documents used to accomplish such conveyance shall be substantially consist of the following: (1) a Corporation Grant Deed in the form attached as Exhibit B. With such grant deedB-1 or ----------- Exhibit B-2 or Exhibit B-4, BNPLC shall also tender to 3COM as required by Exhibit B, (2) if required by Exhibit ----------- ----------- --------- ------- B, a Ground Lease in the form attached as Exhibit B-3, which Extreme or the - ----------- Applicable PurchaserPurchase must execute and return to BNPLC, as the case may be, the following, each fully executed and, where appropriate, acknowledged on BNPLC's behalf by an officer of BNPLC: (13) a Preliminary Change Xxxx of Ownership Report Sale and Assignment in the form attached as Exhibit C, (2) a Bxxx of Sale and Assignment of Contract Rights and Intangible Assets in the form attached as Exhibit D, (34) an Acknowledgment of --------- Disclaimer of Representations and Warranties, in the form attached as Exhibit ED, --------- which 3COM Extreme or the Applicable Purchaser must execute and return to BNPLC, (5) a Documentary Transfer Tax Request in the form attached as Exhibit F, (6) a Secretary's Certificate in the form attached as Exhibit G, (7) a letter to the title insurance company insuring title to the Property in the form attached as Exhibit HE, and (8) 6) a --------- certificate concerning tax withholding in the form attached as Exhibit I.F. If for --------- any reason BNPLC fails to tender the Sale Closing Documents as required by this Xxxxxxxxx 0, XXXXX may cure such refusal at any time before thirty days after receipt of a demand for such cure from Extreme.

Terms of Conveyance Upon Purchase. Immediately after receipt of all payments to BNPLC required pursuant to the preceding Paragraph 2, BNPLC must, unless it is to keep the Property as permitted by Paragraph 2(a)(ii), deliver all Escrowed Proceeds, if any, and convey all of its right, title and interest in the Property by grant special warranty deed to 3COM or the Applicable Purchaser, as the case may be, subject only to the Permitted Encumbrances (as defined in the Lease) and any other encumbrances that do not constitute Prohibited Encumbrances. However, such conveyance shall not include the right to receive any payment under the Lease then due BNPLC or that may become due thereafter because of any expense or liability incurred by BNPLC resulting in whole or in part from events or circumstances occurring before such conveyance. All costs of such purchase and conveyance of every kind whatsoever, both foreseen and unforeseen, shall be the responsibility of the purchaser, and the form of grant special warranty deed used to accomplish such conveyance shall be substantially in the form attached as Exhibit B. With such grant special warranty deed, BNPLC shall also tender to 3COM or the Applicable Purchaser, as the case may be, the following, each fully executed and, where appropriate, acknowledged on BNPLC's behalf by an officer of BNPLC: : (1) a Preliminary Change of Ownership Report in the form attached as Exhibit C, (2) a Bxxx Xxxx of Sale and Assignment of Contract Rights and Intangible Assets in the form attached as Exhibit D, (32) an Acknowledgment of Disclaimer of Representations and Warranties, in the form attached as Exhibit E, which 3COM or the Applicable Purchaser must execute and return to BNPLC, (5) a Documentary Transfer Tax Request in the form attached as Exhibit F, (63) a Secretary's Certificate in the form attached as Exhibit G, (74) a letter to the title insurance company insuring title to the Property in the form attached as Exhibit H, and (8) 5) a certificate concerning tax withholding in the form attached as Exhibit I.I, and (6) to the extent required by local or state taxing authorities, real estate transfer tax declarations in standard form like those executed by Seller in connection with the closing of its sale of the Property to BNPLC under the Existing Contract.