Common use of At Closing Clause in Contracts

At Closing. Seller shall deliver: (a) A special warranty deed conveying the Property to Buyer (the "Deed") subject to the exceptions set forth in the Title Commitment and, if applicable, the Permitted Exception under Section 3.7 and, if the Existing Financing is paid pursuant to Section 3.7, deleting title exceptions securing the Existing Financing. (b) An affidavit or qualifying statement which satisfies the requirements of Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the "Non-Foreign Affidavit"). (c) Two original counterparts of a bill of sale and assignment (the "Bill of Sale"), ▇uly executed by Seller, assign▇▇▇ and conveying to Buyer all of Seller's right, title and interest in and to the Personal Property. The Bill of Sale shall be in the form of EXHIBIT F ▇▇▇▇ched hereto. (d) Two original counterparts of an assignment and assumption agreement (the "Assignment and Assumption Agreement") duly executed by Seller assigning all of Seller's right, title and interest in and to the Leases, security deposits and in and to all warranties applicable to the Project, if any. The Assignment and Assumption Agreement shall be in the form of EXHIBIT "G" attached hereto. (e) Two original counterparts of an assignment and assumption agreement (the "Assignment and Assumption of Service Contracts") duly executed by Seller assigning all of Seller's right, title and interest in and to the Service Contracts. The Assignment and Assumption of Service Contracts shall be in the form of EXHIBIT "H" attached hereto. (f) Such documents as may be required by PFC Corporation and HUD to evidence the assumption of the Existing Financing or, if applicable, to pay in full the Existing Financing pursuant to Section 3.7. (g) Such other documents as may be reasonably required by the Title Company, in a form reasonably acceptable to Seller (provided, however, in no event shall Seller be obligated to indemnify the Title Company or Buyer from or against any claims except as may be set forth herein). (h) Copies of the personnel files of all employees employed at the Property and becoming employees of Buyer after the Closing. (i) A termination of any management agreements relating to the Property and a termination of any Service Contracts which by their terms are terminable without premium and which Buyer elects not to assume. (j) A current Rent Roll certified as of the date of Closing which shall include a correct list of all Tenants, all rental obligations of each Tenant with respect to the Property and all security deposits (with interest as required by applicable law or the Leases).

At Closing. Seller or the applicable Seller Subsidiary ("Sublandlord", and collectively, the "Sublandlords") and Buyer or the applicable Buyer Purchaser ("Subtenant", and collectively, the "Subtenants") shall deliver: enter into the following subleases (the "Subleases"): (a) A special warranty deed conveying a sublease, in the Property form referred to Buyer (on Annex 1.1 as the "DeedTechnology Park Sublease") subject , pursuant to the exceptions set forth which Sublandlord will sublease to Subtenant certain space in the Title Commitment and, if applicable, the Permitted Exception under Section 3.7 and, if the Existing Financing is paid pursuant to Section 3.7, deleting title exceptions securing the Existing Financing. (b) An affidavit or qualifying statement which satisfies the requirements of Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the "Non-Foreign Affidavit"). (c) Two original counterparts of a bill of sale and assignment (the "Bill of Sale"), ▇uly executed by Seller, assignoffice building located at ▇▇▇ and conveying to Buyer all of Seller's right, title and interest in and to the Personal Property. The Bill of Sale shall be in the form of EXHIBIT F ▇▇▇▇ched hereto. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇; (db) Two original counterparts of an assignment and assumption agreement (the "Assignment and Assumption Agreement") duly executed by Seller assigning all of Seller's right, title and interest in and to the Leases, security deposits and in and to all warranties applicable to the Project, if any. The Assignment and Assumption Agreement shall be in the form of EXHIBIT "G" attached hereto. (e) Two original counterparts of an assignment and assumption agreement (the "Assignment and Assumption of Service Contracts") duly executed by Seller assigning all of Seller's right, title and interest in and to the Service Contracts. The Assignment and Assumption of Service Contracts shall be in the form of EXHIBIT "H" attached hereto. (f) Such documents as may be required by PFC Corporation and HUD to evidence the assumption of the Existing Financing or, if applicable, to pay in full the Existing Financing pursuant to Section 3.7. (g) Such other documents as may be reasonably required by the Title Companya sublease, in a form reasonably acceptable to both Seller and Buyer and containing the terms summarized in Annex 6.12.1(b), pursuant to which Sublandlord will sublease to Subtenant certain space in the office building located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇; and (provided, howeverc) a sublease, in no event form reasonably acceptable to both Seller and Buyer and containing the terms summarized in Annex 6.12.1(c), pursuant to which Sublandlord will sublease to Subtenant certain space in the office building located at ▇▇ ▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇. Sublandlord shall Seller use reasonable efforts to obtain, prior to Closing, and shall deliver to Subtenant of Closing or at such later time that any such consent shall be obligated obtained, if at all, all consents required to indemnify validly consummate the Title Company or Buyer Subleases. Sublandlord shall be responsible for and shall promptly pay any and all costs associated with obtaining and delivering such consents, and Subtenant shall reasonably cooperate with Sublandlord in obtaining such consents, provided that Subtenant shall not be required to make any payment associated with obtaining such consent. The obtaining of such consents with respect to any particular Sublease shall not be a condition to Closing, but from or against any claims except as may be set forth herein). (h) Copies of the personnel files of all employees employed at the Property and becoming employees of Buyer after the Closing. (i) A termination of any management agreements relating to the Property and a termination of any Service Contracts which by their terms are terminable without premium and which Buyer elects not to assume. (j) A current Rent Roll certified as of the date of Closing which Closing, as provided in Article IX, Seller shall include a correct list of all Tenantsindemnify, all rental obligations of each Tenant with respect to defend and hold the Property Buyer Indemnified Parties harmless from and defend the Buyer Indemnified Parties, on an after-tax basis, from and against any and all security deposits (Loss and Litigation Expense, which they or any of them may suffer or incur as a result of or arising from Seller's failure to seek or obtain the consent of the landlord, sublandlord or other party whose consent is required in connection with interest as required by applicable law or the Leases)making of the Sublease.

At Closing. Seller shall deliver(a) in the case of the Primary Option: (ai) A special warranty deed conveying the Property Sponsors shall: (1) procure that all formalities required to Buyer be observed under Luxembourg and other applicable law in order to authorise and permit the issue of the Centerview Units shall have been observed (including any required increase of the "Deed"authorised capital of Luxco and the authorisation by the general meeting of shareholders of Luxco of the issue of Shares contemplated as part of the Primary Option to Centerview or the Permitted Assignee, as the case may be); (2) subject waive any pre-emptive rights they may have under the Shareholders Agreement or applicable law with respect to the exceptions set forth Centerview Units; and (3) do all such other acts and things as may in the Title Commitment reasonable opinion of Centerview be required to fully effect the issue of the Centerview Units to Centerview or its Permitted Assignee; (ii) Centerview shall cause the transfer of the Aggregate Purchase Price (as it may be adjusted in accordance with Article 2.1) in immediately available funds by wire transfer for same day value into one or more bank accounts to be specified by Luxco in a written notice sent to Centerview at least 2 Business Days before the date of Closing; and (iii) Luxco and Centerview (and the Permitted Assignee, if applicable) shall execute issue documentation under Luxembourg law and do all such other acts and things as may in the reasonable opinion of any of them be required to fully effect the issue of the Centerview Units to Centerview or its Permitted Assignee, including the Permitted Exception under Section 3.7 and, if convening and holding of meetings of the Existing Financing is paid pursuant to Section 3.7, deleting title exceptions securing board and of the Existing Financing.shareholders of Luxco; or (b) An affidavit or qualifying statement which satisfies in the requirements of Section 1445 case of the Internal Revenue Code Secondary Option: (i) the Sponsors shall procure that all formalities required to be observed under Luxembourg and other applicable law in order to permit the sale and transfer of 1986the Centerview Units shall have been observed and shall vote their Shares to approve the transactions contemplated by this Agreement; (ii) Centerview shall cause the transfer of the Aggregate Purchase Price in immediately available funds by wire transfer for same day value into one or more bank accounts to be specified by the Sponsors in a written notice sent to Centerview at least 2 Business Days before the date of Closing; and (iii) the Sponsors, as amended, Luxco and Centerview (and the regulations thereunder (Permitted Assignee, if applicable) shall execute transfer documentation under Luxembourg law and do all such other acts and things as may in the "Non-Foreign Affidavit").reasonable opinion of any of them be required to fully effect the transfer of the Centerview Units to Centerview, including the convening and holding of meetings of the board and of the shareholders of Luxco; and (c) Two original counterparts in each case Luxco shall take appropriate action to register the issue or transfer (as the case may be) of a bill of sale and assignment (the "Bill of Sale"), ▇uly executed by Seller, assign▇▇▇ and conveying to Buyer all of Seller's right, title and interest in and to the Personal Property. The Bill of Sale shall be Centerview Units in the form relevant registers of EXHIBIT F ▇▇▇▇ched heretoUnits maintained by Luxco, and will provide Centerview with certified extracts from those registers reflecting such issue or transfer. (d) Two original counterparts of an assignment and assumption agreement (the "Assignment and Assumption Agreement") duly executed by Seller assigning all of Seller's right, title and interest in and to the Leases, security deposits and in and to all warranties applicable to the Project, if any. The Assignment and Assumption Agreement shall be in the form of EXHIBIT "G" attached hereto. (e) Two original counterparts of an assignment and assumption agreement (the "Assignment and Assumption of Service Contracts") duly executed by Seller assigning all of Seller's right, title and interest in and to the Service Contracts. The Assignment and Assumption of Service Contracts shall be in the form of EXHIBIT "H" attached hereto. (f) Such documents as may be required by PFC Corporation and HUD to evidence the assumption of the Existing Financing or, if applicable, to pay in full the Existing Financing pursuant to Section 3.7. (g) Such other documents as may be reasonably required by the Title Company, in a form reasonably acceptable to Seller (provided, however, in no event shall Seller be obligated to indemnify the Title Company or Buyer from or against any claims except as may be set forth herein). (h) Copies of the personnel files of all employees employed at the Property and becoming employees of Buyer after the Closing. (i) A termination of any management agreements relating to the Property and a termination of any Service Contracts which by their terms are terminable without premium and which Buyer elects not to assume. (j) A current Rent Roll certified as of the date of Closing which shall include a correct list of all Tenants, all rental obligations of each Tenant with respect to the Property and all security deposits (with interest as required by applicable law or the Leases).

At Closing. Seller shall deliver:On the Closing Date, (a) A special warranty deed conveying the Property to Buyer Agent shall have received the following (in the "Deed"case of (i), (ii), (iii), (iv) subject and (v), each dated the Closing Date): (i) from the Borrower, the Agent and the Lenders either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the exceptions Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) an opinion of the General Counsel, the Associate General Counsel or an Assistant General Counsel of the Borrower addressed to the Lenders and the Agent in substantially the form of Exhibit B hereto; (iii) a certified copy of the resolutions of the Board of Directors of the Borrower authorizing the execution and delivery of this Agreement; (iv) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the Authorized Officers; (v) a certificate signed by an Authorized Officer, confirming compliance with the conditions set forth in paragraphs (b) and (c) of Section 4.01 and certifying that except for the Title Commitment legal proceedings identified or referred to on Schedule III (with respect to which such Authorized Officer makes no representation or warranty) there is no pending, or to the knowledge of such Authorized Officer, threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, Governmental Body or arbitrator, which could reasonably be expected to have a material adverse effect on the business, assets or condition of the Borrower and its Subsidiaries taken as a whole; and, if applicable, (vi) all Fees and other amounts due and payable on or prior to the Permitted Exception under Section 3.7 and, if the Existing Financing is paid pursuant to Section 3.7, deleting title exceptions securing the Existing Financing.Closing Date; (b) An affidavit there shall not have occurred any material adverse change in the business, assets or qualifying statement which satisfies the requirements condition of Section 1445 of the Internal Revenue Code of 1986Goodyear and its Subsidiaries taken as a whole since December 31, as amended, and the regulations thereunder (the "Non-Foreign Affidavit").2001; (c) Two original counterparts of a bill of sale the Five-Year Amendment and assignment (Restatement shall have been approved by the "Bill of Sale")Borrower, ▇uly executed by Seller, assign▇▇▇ the Agent and conveying to Buyer all of Seller's right, title the Majority Lenders under and interest in and to the Personal Property. The Bill of Sale shall be as defined in the form of EXHIBIT F ▇▇▇▇ched hereto.Borrower's Amended and Restated Five-Year Revolving Credit Agreement; and (d) Two original counterparts of an assignment the Term Loan Agreement Amendment shall have been approved by the Borrower, the Agent and assumption agreement (the "Assignment Majority Lenders under and Assumption Agreement") duly executed by Seller assigning all of Seller's right, title and interest in and to the Leases, security deposits and in and to all warranties applicable to the Project, if any. The Assignment and Assumption Agreement shall be as defined in the form of EXHIBIT "G" attached heretoBorrower's Term Loan Agreement. (e) Two original counterparts of an assignment and assumption agreement (the "Assignment and Assumption of Service Contracts") duly executed by Seller assigning all of Seller's right, title and interest in and to the Service Contracts. The Assignment and Assumption of Service Contracts shall be in the form of EXHIBIT "H" attached hereto. (f) Such documents as may be required by PFC Corporation and HUD to evidence the assumption of the Existing Financing or, if applicable, to pay in full the Existing Financing pursuant to Section 3.7. (g) Such other documents as may be reasonably required by the Title Company, in a form reasonably acceptable to Seller (provided, however, in no event shall Seller be obligated to indemnify the Title Company or Buyer from or against any claims except as may be set forth herein). (h) Copies of the personnel files of all employees employed at the Property and becoming employees of Buyer after the Closing. (i) A termination of any management agreements relating to the Property and a termination of any Service Contracts which by their terms are terminable without premium and which Buyer elects not to assume. (j) A current Rent Roll certified as of the date of Closing which shall include a correct list of all Tenants, all rental obligations of each Tenant with respect to the Property and all security deposits (with interest as required by applicable law or the Leases).

At Closing. Seller At the Closing, ARP shall deliverexecute and deliver or cause to be executed and delivered all deeds, conveyances, bills of sale, transfers, assignments, agreements, certificates, documents, waivers, Contracts and instruments as may be necessary to effectively vest good and marketable title to the Business Assets in GAMMACAN free and clear of any Encumbrances (except the Permitted Encumbrances or as may be otherwise specifically provided herein) and without limiting the foregoing, will execute and deliver or cause to be executed and delivered: (a) A special warranty deed conveying a general conveyance of the Property to Buyer (the "Deed") subject to the exceptions set forth in the Title Commitment and, if applicable, the Permitted Exception under Section 3.7 and, if the Existing Financing is paid pursuant to Section 3.7, deleting title exceptions securing the Existing Financing.Business Assets, (b) An affidavit or qualifying statement which satisfies a ▇▇▇▇ of sale (Absolute) for the requirements of Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the "Non-Foreign Affidavit").Tangible Assets, (c) Two original counterparts confirmatory assignments for each of the Intellectual Property applications and registrations, in a bill form suitable for recordation and substantially as shown in Exhibit "A" - Form of sale and assignment Confirmatory Assignment for Recordation, (the "Bill d) waivers of Sale"), ▇uly executed by Seller, assign▇▇▇ and conveying all moral rights in all Works that are subject to Buyer moral rights, (e) assignments of all of SellerARP's right, title title, interest, and interest benefit in and the Material Contracts, at least to the Personal Property. The Bill extent necessary for GAMMACAN to successfully conduct the Business, (f) confirmation that each Embodiment has been either delivered to GAMMACAN or destroyed, according to GAMMACAN's instructions, (g) all consents, approvals, releases, and discharges as may be required to effect the transactions contemplated hereby, including in particular those described in Schedule "10" - Consents, (h) a certified copy of Sale shall be a resolution of the Directors of ARP duly passed authorizing the execution and delivery of this Agreement and the completion of the transactions contemplated hereby, (i) a certified copy of a special resolution of the shareholders of ARP duly passed authorizing and approving the sale of the Business Assets, (j) a certificate of the Directors and Officers of ARP, dated the Closing, acceptable in form and content to the solicitors for GAMMACAN acting reasonably and in substantially the form shown in Exhibit "B" - Form of EXHIBIT F Directors' and Officers' Certificate, (k) [reserved] , (l) the favourable legal opinion of the intellectual property counsel for ARP, in form satisfactory to the solicitors for GAMMACAN acting reasonably and in substantially the form shown in Exhibit "C" - Form of Legal Opinion from Intellectual Property Counsel, [under review] (m) Confidentiality and Intellectual Property Agreements, in substantially the form shown in Exhibit "D" - Form of Confidentiality and Intellectual Property Agreement, executed by ▇▇▇▇ched hereto.. ▇. Shoenfeld. , (dn) Two original counterparts Interview Records, in substantially the form shown in Exhibit "E" - Form of an assignment and assumption agreement (the "Assignment and Assumption Agreement") duly Interview Record, executed by Seller assigning all of Seller's right, title an ARP signatory and interest in and to the Leases, security deposits and in and to all warranties applicable to the Project, if any. The Assignment and Assumption Agreement shall be in the form of EXHIBIT "G" attached hereto. (e) Two original counterparts of an assignment and assumption agreement (the "Assignment and Assumption of Service Contracts") duly executed by Seller assigning all of Seller's right, title and interest in and to the Service Contracts. The Assignment and Assumption of Service Contracts shall be in the form of EXHIBIT "H" attached hereto. (f) Such documents as may be required by PFC Corporation and HUD to evidence the assumption of the Existing Financing or, if applicable, to pay in full the Existing Financing pursuant to Section 3.7. (g) Such other documents as may be reasonably required by the Title Company, in a form reasonably acceptable to Seller (provided, however, in no event shall Seller be obligated to indemnify the Title Company or Buyer from or against any claims except as may be set forth herein). (h) Copies of the personnel files of all employees employed at the Property and becoming employees of Buyer after the Closing. (i) A termination of any management agreements relating to the Property and a termination of any Service Contracts which by their terms are terminable without premium and which Buyer elects not to assume. (j) A current Rent Roll certified as of the date of Closing which shall include a correct list of all Tenants, all rental obligations of each Tenant with respect to the Property and all security deposits (with interest as required by applicable law or the Leases).of: Prof. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

At Closing. Seller and, where appropriate, Buyer shall deliverexecute and deliver the following documents: (ai) A special warranty deed conveying Special Warranty Deed, in substantially the Property to Buyer (the "Deed") subject to the exceptions set forth in the Title Commitment andform that is attached hereto as Exhibit D, if applicable, the Permitted Exception under Section 3.7 and, if the Existing Financing is paid pursuant to Section 3.7, deleting title exceptions securing the Existing Financing. (b) An affidavit or qualifying statement which satisfies the requirements of Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the "Non-Foreign Affidavit"). (c) Two original counterparts of a bill of sale and assignment (the "Bill of Sale"), ▇uly executed by Seller, assign▇▇▇ transferring and conveying to Buyer marketable, fee simple title to the Real Property, free and clear of all encumbrances, but subject to easements and restrictions of Seller's rightrecord. (ii) Bill ▇▇ Sale, in substantially the form that is attached hereto as Exhibit E, transferring and conveying to Buyer good title and interest in and to the Personal Property. The Bill , as is where is, but free and clear of Sale shall be in the form of EXHIBIT F ▇▇▇▇ched heretoliens and security interests. (diii) Two original counterparts Assignment of an assignment Warranties, in substantially the form that is attached hereto as Exhibit F, transferring and assumption agreement (the "Assignment and Assumption Agreement") duly executed by Seller assigning to Buyer all of Seller's right, title title, claim and interest of Seller in and to the Leases, security deposits and in and to all warranties applicable pertaining to the Projectconstruction of the Premises on the Real Property and equipment installed therein, if any. The Assignment and Assumption Agreement shall be in the form of EXHIBIT "G" attached heretowhich have not by their terms expired. (e) Two original counterparts of an assignment and assumption agreement (the "Assignment and Assumption of Service Contracts") duly executed by Seller assigning all of Seller's right, title and interest in and to the Service Contracts. The Assignment and Assumption of Service Contracts shall be in the form of EXHIBIT "H" attached hereto. (fiv) Such documents affidavits, other evidence of title, corporate articles, by-laws, certificates of good standing, resolutions, consents and the like from Seller and Buyer as may be required by PFC Corporation and HUD to evidence the assumption of the Existing Financing or, if applicable, to pay in full the Existing Financing pursuant to Section 3.7. (g) Such other documents as may be reasonably required by the Title Company, on or in a form reasonably acceptable to Seller (provided, howeverforms customarily used by the Title Company, in no event shall Seller be obligated order to indemnify issue the Title Company or Buyer from or against any claims except owner's policy of title insurance as may be set forth herein)specified in Section 7 hereof. (hv) A lease of the upper level (third of three) of the Premises, including a portion of the current MIS area in the middle level (second of three) of the Premises from Buyer to Seller in substantially the form of Exhibit C hereto, as contemplated by Section 6.d. hereof. (vi) All Agreements (executed originals when available, otherwise copies) to be assigned by Seller to Buyer pursuant hereto. (vii) Copies of the personnel files most recent property tax bills, and copies of all employees employed at the Property and becoming employees most recent utility bills, together with evidence of Buyer after the Closingpayment thereof. (iviii) A termination Copies of any management agreements relating building permits for the building and improvements comprising the Real Property, a fire mars▇▇▇▇ letter (if available), and operating permits for elevator service (if any) to the Property and a termination extent in the possession or under the control of any Service Contracts which by their terms are terminable without premium and which Buyer elects not to assumeSeller. (j) A current Rent Roll certified as of the date of Closing which shall include a correct list of all Tenants, all rental obligations of each Tenant with respect to the Property and all security deposits (with interest as required by applicable law or the Leases).

At Closing. Seller Buyer shall deliverdeliver to Seller: (ai) The Initial Payment, by wire transfer of funds to the account designated by Seller; (ii) The Promissory Notes, executed by a duly authorized officer of Buyer; (iii) The GMAI Guaranty Agreement executed by a duly authorized officer of GMAI; (iv) The payments if then due for the Assigned Auction Advances and the CCP Accounts acquired by Buyer from Seller as provided in Section 2.8(7) hereof, in each case payable by bank cashiers check, wire transfer of funds or by such other method of payment as the parties may agree; (v) All of the Transaction Documents to which Buyer is a party, executed by a duly authorized officer of Buyer; (vi) A special warranty deed conveying California Secretary of State good standing certificate and a California Franchise Tax Board Status Certificate, each dated as of a recent date, for Buyer and a Delaware Secretary of State good standing certificate, dated as of a recent date, for GMAI; (vii) A certificate signed by the Property to Buyer (Secretary or any Assistant Secretary of Buyer, and dated as of the "Deed") subject Closing Date, as to the exceptions set forth incumbency of each officer of Buyer that has executed this Agreement or any of the Transaction Documents to which Buyer is a party, on behalf or in the Title Commitment andname of the Buyer, if applicableand certifying the effectiveness, accuracy and completeness of the Permitted Exception under Section 3.7 andcopies attached to such certificate of resolutions duly adopted by the Board of Directors of Buyer, if approving and authorizing the Existing Financing is paid execution and delivery of this Agreement and the Transaction Documents being executed and delivered pursuant to Section 3.7, deleting title exceptions securing hereto by the Existing Financing.Buyer and the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby; (bviii) An affidavit A certificate signed by the Secretary or qualifying statement which satisfies the requirements any Assistant Secretary of Section 1445 GMAI, and dated as of the Internal Revenue Code of 1986Closing Date, as amendedto the incumbency of each officer of GMAI that has executed the Guaranty Agreement, on behalf or in the name of the GMAI, and certifying the regulations thereunder (effectiveness, accuracy and completeness of the "Non-Foreign Affidavit").copies attached to such certificate of resolutions duly adopted by the Board of Directors of GMAI, approving and authorizing the execution and delivery of the Guaranty Agreement and the performance by GMAI of its obligations thereunder; and (c) Two original counterparts of a bill of sale and assignment (the "Bill of Sale"), ▇uly executed by Seller, assign▇▇▇ and conveying to Buyer all of Seller's right, title and interest in and to the Personal Property. The Bill of Sale shall be in the form of EXHIBIT F ▇▇▇▇ched hereto. (d) Two original counterparts of an assignment and assumption agreement (the "Assignment and Assumption Agreement") duly executed by Seller assigning all of Seller's right, title and interest in and to the Leases, security deposits and in and to all warranties applicable to the Project, if any. The Assignment and Assumption Agreement shall be in the form of EXHIBIT "G" attached hereto. (e) Two original counterparts of an assignment and assumption agreement (the "Assignment and Assumption of Service Contracts") duly executed by Seller assigning all of Seller's right, title and interest in and to the Service Contracts. The Assignment and Assumption of Service Contracts shall be in the form of EXHIBIT "H" attached hereto. (f) Such documents as may be required by PFC Corporation and HUD to evidence the assumption of the Existing Financing or, if applicable, to pay in full the Existing Financing pursuant to Section 3.7. (gix) Such other documents and instruments as Seller or Seller's counsel may be reasonably required by the Title Company, request in a form reasonably acceptable to Seller (provided, however, in no event shall Seller be obligated to indemnify the Title Company or Buyer from or against any claims except as may be set forth herein). (h) Copies furtherance of the personnel files of all employees employed at the Property and becoming employees of Buyer after the Closing. (i) A termination of any management agreements relating to the Property and a termination of any Service Contracts which by their terms are terminable without premium and which Buyer elects not to assume. (j) A current Rent Roll certified as consummation of the date of Closing which shall include a correct list of all Tenants, all rental obligations of each Tenant with respect to the Property and all security deposits (with interest as required transactions contemplated by applicable law or the Leases)this Agreement.

At Closing. (i) Seller shall deliver: deliver or cause to be delivered into escrow with the Escrow Agent: (aA) A a fully executed special warranty deed conveying the Property to Buyer (excluding the "Deed") subject Water Rights), a special warranty deed with respect to the exceptions set forth Certificated Water Rights and a quitclaim deed with respect to all Water Rights other than the Certificated Water Rights, each in the Title Commitment and, if applicablea form reasonably acceptable to Buyer and Seller (collectively, the Permitted Exception under Section 3.7 and, if the Existing Financing is paid pursuant to Section 3.7, deleting title exceptions securing the Existing Financing. “Deeds”); (B) a b) An affidavit or qualifying statement which satisfies the requirements of Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the "Non-Foreign Affidavit"). (c) Two original counterparts of a bill of sale and assignment (the "Bill of Sale"), ▇uly executed by Seller, assign▇▇▇ and conveying to Buyer all of Seller's right, title and interest in and to the Personal Property. The Bill of Sale shall be in the form of EXHIBIT F ▇▇▇▇ched hereto. (d) Two original counterparts of an assignment and assumption agreement (the "Assignment and Assumption Agreement") duly executed by Seller assigning all of Seller's right, title and interest in and to the Leases, security deposits and in and to all warranties applicable to the Project, if any. The Assignment and Assumption Agreement shall be in the form of EXHIBIT "G" attached hereto. (e) Two original counterparts of an assignment and assumption agreement (the "Assignment and Assumption of Service Contracts") duly executed by Seller assigning all of Seller's right, title and interest in and to the Service Contracts. The Assignment and Assumption of Service Contracts shall be in the form of EXHIBIT "H" attached hereto. (f) Such documents as may be required by PFC Corporation and HUD to evidence the assumption of the Existing Financing or, if applicable, to pay in full the Existing Financing pursuant to Section 3.7. (g) Such other documents as may be reasonably required by the Title Companysale, in a form reasonably acceptable to Seller Buyer and Seller, conveying the Personal Property; (providedC) original certificates representing the Certificated Water rights, howeverto the extent that the Water Companies provide such certificates and do not already have such certificates in their possession; (D) any forms or documents reasonably required to transfer all Water Rights to Buyer including assignments acceptable to the subject Water Companies; (E) assignments of any well permits; (F) an original executed and notarized counterpart of the Relinquishment; (G) possession of the Property subject to the Leases (as defined below); (H) an assignment transferring all Leases to Buyer, in no event shall a form reasonably acceptable to Buyer and Seller and (I) such affidavits, instruments, agreements or other documents as may reasonably be obligated required to indemnify complete the transactions contemplated under this Agreement and/or satisfy the requirements of the Title Company for issuance of the Title Policy and such additional documents as are customary in such transactions or Buyer from or against any claims except as may be set forth herein)reasonably requested by Buyer. (hii) Copies Buyer shall deliver or cause to be delivered into escrow with the Escrow Agent: (A) the balance of the personnel files of all employees employed at Purchase Price, calculated and adjusted as set forth in Section 2, credited for the Property Deposit, and becoming employees of Buyer after the Closing. credited and debited with applicable prorations and closing costs; (iB) A termination of any management agreements relating to the Property an original executed and a termination of any Service Contracts which by their terms are terminable without premium and which Buyer elects not to assume. (j) A current Rent Roll certified as notarized counterpart of the date Relinquishment; (B) such affidavits, instruments, agreements or other documents as may reasonably be required to complete the transactions contemplated under this Agreement and/or satisfy the requirements of Closing which shall include a correct list the Title Company for issuance of all Tenants, all rental obligations of each Tenant with respect to the Property Title Policy and all security deposits (with interest such additional documents as required are customary in such transactions or as may be reasonably requested by applicable law or the Leases)Seller.

At Closing. Seller shall deliverdeliver (duly and fully executed, acknowledged and notarized as appropriate) to Settlement Agent or perform the following: (a) A special general warranty deed conveying the Property to Buyer (the "Deed") subject in recordable form with covenants of further assurance and right to convey, conveying fee simple title to the exceptions set forth Real Property in the Title Commitment and, if applicable, condition required by the Permitted Exception under Section 3.7 and, if provisions of Article 6; the Existing Financing is paid pursuant to Section 3.7, deleting title exceptions securing the Existing Financing22 poles property shall be conveyed by Quitclaim Deed. (b) An affidavit or qualifying statement which satisfies A ▇▇▇▇ of sale ("▇▇▇▇ of Sale") conveying title to the requirements Personal Property, free and clear of Section 1445 all liens and containing warranties of the Internal Revenue Code of 1986, as amended, such title and the regulations thereunder (the "Non-Foreign Affidavit").right to convey; (c) Two original counterparts of a bill of sale A general assignment and assignment assumption agreement (the "Bill of SaleAssignment and Assumption Agreement"), ▇uly executed by Seller, assign▇▇▇ and conveying ) assigning to Buyer Purchaser all of Seller's right, title and interest in and to any and all the Leases, Contracts, Permits, warranties and guaranties, including those relating to Personal Property. The Bill of Sale shall be in Property conveyed under the form of EXHIBIT F ▇▇▇▇ched hereto.▇ of Sale and providing for Purchaser's assumption thereof; (d) Two original counterparts of If requested by Purchaser and if assignable, an assignment and assumption agreement (of any one or more of the "Assignment and Assumption Agreement") duly executed insurance policies held by Seller assigning all of Seller's right, title and interest in and pertaining to the Leases, security deposits and in and to all warranties applicable to the Project, if any. The Assignment and Assumption Agreement shall be in the form of EXHIBIT "G" attached hereto.Property; (e) Two original counterparts A corporate or partnership resolution and an incumbency certificate to evidence Seller's capacity and authority to consummate Closing, a certified copy of an assignment the Articles of Incorporation and assumption agreement (the "Assignment and Assumption of Service Contracts") duly executed by Seller assigning Bylaws or Partnership Agreement, including all amendments thereto, of Seller's right, title and interest in and to the Service Contracts. The Assignment and Assumption of Service Contracts shall be in the form of EXHIBIT "H" attached hereto.any other documents reasonably required by Title Company, Settlement Agent or Purchaser; (f) Such All documents as may be reasonably required by PFC Corporation Title Company, Settlement Agent or Purchaser with respect to (i) compliance with the Foreign Investment in Real Property Tax Act (Internal Revenue Code 1445, as amended, and HUD the regulations issued thereunder), (ii) the elimination of any standard or pre-printed exceptions in Purchaser's final policy of title insurance for unfiled mechanics' liens, and (iii) Seller's authority to evidence sell and convey the assumption of the Existing Financing or, if applicable, to pay Property in full the Existing Financing pursuant to Section 3.7.accordance with this Agreement; (g) Such other documents as may be reasonably required by the Title Company, Possession free and clear of all parties in a form reasonably acceptable to Seller (provided, however, in no event shall Seller be obligated to indemnify the Title Company or Buyer from or against any claims possession except as may be set forth herein).provided for under the Leases and Contracts, and all keys, codes and other security devices for the Property; (h) Copies A certificate that the representations and warranties of Seller are true and accurate as of the personnel files of all employees employed at the Property and becoming employees of Buyer after the Closing.Closing Date; (i) A termination Copies of any management agreements relating to all books and records necessary for the Property and a termination orderly transition of any Service Contracts which by their terms are terminable without premium and which Buyer elects not to assume. (j) A current Rent Roll certified as operation of the date of Closing which shall include a correct list of all Tenants, all rental obligations of each Tenant with respect to the Property and all security deposits (with interest as required by applicable law or the Leases).Property; and

At Closing. Seller shall deliverdeliver to Buyer duly executed originals of the following with respect to the Property: (ai) A special warranty deed conveying the Property to Buyer (the "The Deed") subject to the exceptions set forth in the Title Commitment and, if applicable, the Permitted Exception under Section 3.7 and, if the Existing Financing is paid pursuant to Section 3.7, deleting title exceptions securing the Existing Financing. (bii) An affidavit or qualifying statement which satisfies the requirements absolute bill of sale for th▇ ▇▇rsonal Property with special warranties. (iii) A Nonforeign Person Certification, as required under Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the "Non-Foreign Affidavit")Code. (civ) Two original counterparts of a bill of sale An assignment and assignment (the "Bill of Sale")assumption in form and substance mutually satisfactory to Seller and Buyer, ▇uly duly executed by Seller, assign▇▇▇ and conveying assigning to Buyer all of Seller's right, title and interest in and to (A) any and all leases; (B) any and all guaranties and warranties, if any, pertaining to the Personal Property. The Bill ; and (C) any permits, licenses, plans, authorizations and approvals relating to ownership, operation or occupancy of Sale shall be in the form of EXHIBIT F ▇▇▇▇ched hereto. (d) Two original counterparts of Property, and to the extent assignable, an assignment and assumption agreement of such agreements from Exhibit "B" as approved by Buyer. (v) Originals of the following instruments (or copies if originals are unavailable): (A) all assigned contracts and agreements pursuant to Exhibit "Assignment B" attached hereto; (B) all leases; (C) each bill of current rea▇ ▇▇tate taxes, sewer charges and Assumption Agreement") duly executed by Seller assigning all assessments, water charges and other utilities, together with proof of Seller's right, title and interest in and payment thereof (to the Leasesextent same have been paid); and (D) all assigned guaranties and warranties. (vi) All keys and combinations to locks at the Property, security deposits all plans, specifications, as-built drawings, surveys, site plans, equipment manuals, technical data and in and to all warranties applicable other documentation relating to the Projectbuilding systems, if any. The Assignment equipment and Assumption Agreement shall be any other personal property forming part of the Property or any portion thereof in the possession of Seller or any property manager(s). (vii) A Seller no lien, gap and possession affidavit in favor of Buyer and Buyer's title insurer in the form of EXHIBIT "G" attached heretoreasonably required by such title insurance company. (e) Two original counterparts of an assignment and assumption agreement (the "Assignment and Assumption of Service Contracts") duly executed by Seller assigning all of Seller's right, title and interest in and to the Service Contracts. The Assignment and Assumption of Service Contracts shall be in the form of EXHIBIT "H" attached hereto. (f) Such documents as may be required by PFC Corporation and HUD to evidence the assumption of the Existing Financing or, if applicable, to pay in full the Existing Financing pursuant to Section 3.7. (gviii) Such other documents as reasonably may be reasonably required by the Title Company, to consummate this transaction in a form reasonably acceptable to Seller (provided, however, in no event shall Seller be obligated to indemnify the Title Company or Buyer from or against any claims except as may be set forth herein)accordance with this Agreement. (h) Copies of the personnel files of all employees employed at the Property and becoming employees of Buyer after the Closing. (i) A termination of any management agreements relating to the Property and a termination of any Service Contracts which by their terms are terminable without premium and which Buyer elects not to assume. (j) A current Rent Roll certified as of the date of Closing which shall include a correct list of all Tenants, all rental obligations of each Tenant with respect to the Property and all security deposits (with interest as required by applicable law or the Leases).

At Closing. Seller 4.3.1 Subject to Schedule 5 (Real Estate), the EMEA Sellers and the Purchaser shall, and the Purchaser shall delivercause the EMEA Designated Purchasers to, enter into the Ancillary Agreements to which it is contemplated that they will be parties respectively, to the extent such agreements have not yet been entered into; 4.3.2 the EMEA Sellers shall, so far as they are able, deliver or cause to be delivered to the Purchaser or the EMEA Designated Purchasers, the EMEA Assets that are capable of passing by delivery and any documents of title or ownership relating to them in the possession or control of the EMEA Sellers, the Joint Administrators or the Joint Israeli Administrators; 4.3.3 the Purchaser shall: (aA) A special warranty comply with its obligations under Sections 2.3.2 of the North American Agreement; (B) deliver to the EMEA Sellers those duly executed Real Estate Agreements to be entered into in accordance with paragraph 11.3 of Part II of Schedule 5 (Real Estate); and (C) deliver to the EMEA Sellers the Global ▇▇▇▇ of Sale and the Irish ▇▇▇▇ of Sale duly executed by the Purchaser and/or the relevant Designated Purchasers; (D) deliver to the EMEA Sellers executed counterparts of each Ancillary Agreement to which it is to be a party to be entered into at Closing; 4.3.4 the Purchaser and each relevant EMEA Designated Purchaser shall deliver, or cause to be delivered to the EMEA Sellers, the Joint Administrators and/or Joint Israeli Administrators any other documents reasonably requested by the EMEA Sellers, the Joint Administrators and/or the Joint Israeli Administrators in order to effect, or evidence the consummation of, the transactions contemplated herein; 4.3.5 the EMEA Non-Debtor Sellers shall deliver, or cause to be delivered, to the Purchaser or the relevant EMEA Designated Purchaser copies of resolutions of the board of directors (or a duly constituted committee of the board) of each EMEA Non-Debtor Seller authorising, and of any other corporate authorizations required in relation to, the execution of this Agreement and any other agreements to be executed by the EMEA Non-Debtor Sellers at Closing; 4.3.6 the relevant EMEA Sellers shall deliver (as applicable), or cause to be delivered, to the Purchaser or the relevant EMEA Designated Purchaser: (A) such bills of sale and/or deeds of transfer and instruments of assignment, in a form satisfactory to the Purchaser (acting reasonably), duly executed by the applicable EMEA Seller, as are required or (at the sole cost and expense of the Purchaser) reasonably desirable (provided that for this purpose a ▇▇▇▇ of sale and/or deed conveying of transfer or instrument of assignment shall not be “reasonably desirable” to the Property extent that it would create any additional liability on any of the EMEA Sellers, Joint Administrators or Joint Israeli Administrators or result in any delay of Closing) to Buyer transfer the EMEA Assets to the Purchaser or an EMEA Designated Purchaser that have been reasonably requested in writing by the Purchaser to the relevant EMEA Sellers at least five (5) days prior to the "Deed"Closing Date; (B) those duly executed Real Estate Agreements to be entered into in accordance with paragraph 11.3 of Part II of Schedule 5 (Real Estate); (C) executed counterparts of each Ancillary Agreement to which it is to be a party to be entered into at Closing; (D) the Global ▇▇▇▇ of Sale and the Irish ▇▇▇▇ of Sale duly executed by the relevant EMEA Sellers; and (E) subject to the exceptions limitations set forth out in Clause 10.4 (Limitations) any other documents reasonably requested by the Title Commitment andPurchaser in order to effect, if applicableor evidence the consummation of, the Permitted Exception under Section 3.7 andtransactions contemplated herein; 4.3.7 each of the EMEA Sellers (or their authorised representative) and the Purchaser shall enter into the Escrow Agreement with the Escrow Agent which, if the Existing Financing is paid EMEA Sellers and the Purchaser acknowledge, shall also be executed by the Main Sellers pursuant to Section 3.7, deleting title exceptions securing the Existing Financing. (b) An affidavit or qualifying statement which satisfies the requirements of Section 1445 2.2.5 of the Internal Revenue Code North American Agreement; 4.3.8 the EMEA Sellers shall deliver or cause to be delivered to the Purchaser any CG50A clearance certificates in respect of 1986Irish capital gains tax that are necessary under Irish Law for any payments under this Agreement or the North American Agreement to be made free from Irish withholding tax provided that if such certification is not delivered, as amendedClause 3.3 (Payment of Purchase Price) shall apply and the Purchaser shall have no further remedy in relation to such non-delivery and in particular this Clause 4.3.8 shall not be a condition to Closing pursuant to Clauses 15.1 to 15.3 (General Conditions) inclusive, and breach of this Clause 4.3.8 shall not be a reason for termination of this Agreement pursuant to Clause 15.4 (Termination); 4.3.9 the regulations thereunder EMEA Sellers shall deliver or cause to be delivered to the Purchaser any exemption from withholding tax certificates in respect of Tax in Israel that are necessary under Israeli Law for any payments under this Agreement or the North American Agreement to be made free from Israeli withholding tax provided that if such certification is not delivered, Clause 3.4 (Payment of Purchase Price) shall apply and the "NonPurchaser shall have no further remedy in relation to such non-Foreign Affidavit"delivery and in particular this Clause 4.3.9 shall not be a condition to Closing pursuant to Clauses 15.1 to 15.3 (General Conditions) inclusive, and breach of this Clause 4.3.9 shall not be a reason for termination of this Agreement pursuant to Clause 15.4 (Termination). (c) Two original counterparts of a bill of sale and assignment (the "Bill of Sale"), ▇uly executed by Seller, assign▇▇▇ and conveying to Buyer all of Seller's right, title and interest in and to the Personal Property. The Bill of Sale shall be in the form of EXHIBIT F ▇▇▇▇ched hereto. (d) Two original counterparts of an assignment and assumption agreement (the "Assignment and Assumption Agreement") duly executed by Seller assigning all of Seller's right, title and interest in and to the Leases, security deposits and in and to all warranties applicable to the Project, if any. The Assignment and Assumption Agreement shall be in the form of EXHIBIT "G" attached hereto. (e) Two original counterparts of an assignment and assumption agreement (the "Assignment and Assumption of Service Contracts") duly executed by Seller assigning all of Seller's right, title and interest in and to the Service Contracts. The Assignment and Assumption of Service Contracts shall be in the form of EXHIBIT "H" attached hereto. (f) Such documents as may be required by PFC Corporation and HUD to evidence the assumption of the Existing Financing or, if applicable, to pay in full the Existing Financing pursuant to Section 3.7. (g) Such other documents as may be reasonably required by the Title Company, in a form reasonably acceptable to Seller (provided, however, in no event shall Seller be obligated to indemnify the Title Company or Buyer from or against any claims except as may be set forth herein). (h) Copies of the personnel files of all employees employed at the Property and becoming employees of Buyer after the Closing. (i) A termination of any management agreements relating to the Property and a termination of any Service Contracts which by their terms are terminable without premium and which Buyer elects not to assume. (j) A current Rent Roll certified as of the date of Closing which shall include a correct list of all Tenants, all rental obligations of each Tenant with respect to the Property and all security deposits (with interest as required by applicable law or the Leases).

At Closing. Seller shall deliver(A) the SELLER shall: (a) A special warranty deed conveying the Property to Buyer (the "Deed") subject to the exceptions set forth in the Title Commitment and, if applicable, the Permitted Exception under Section 3.7 and, if the Existing Financing is paid pursuant to Section 3.7, deleting title exceptions securing the Existing Financing. (b) An affidavit or qualifying statement which satisfies the requirements of Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the "Non-Foreign Affidavit"). (c) Two original counterparts of a bill of sale and assignment (the "Bill of Sale"), ▇uly executed by Seller, assign▇▇▇ and conveying to Buyer all of Seller's right, title and interest in and to the Personal Property. The Bill of Sale shall be in the form of EXHIBIT F ▇▇▇▇ched hereto. (d) Two original counterparts of an assignment and assumption agreement (the "Assignment and Assumption Agreement") duly executed by Seller assigning all of Seller's right, title and interest in and to the Leases, security deposits and in and to all warranties applicable to the Project, if any. The Assignment and Assumption Agreement shall be in the form of EXHIBIT "G" attached hereto. (e) Two original counterparts of an assignment and assumption agreement (the "Assignment and Assumption of Service Contracts") duly executed by Seller assigning all of Seller's right, title and interest in and to the Service Contracts. The Assignment and Assumption of Service Contracts shall be in the form of EXHIBIT "H" attached hereto. (f) Such documents as may be required by PFC Corporation and HUD to evidence the assumption of the Existing Financing or, if applicable, to pay in full the Existing Financing pursuant to Section 3.7. (g) Such other documents as may be reasonably required by the Title Company, in a form reasonably acceptable to Seller (provided, however, in no event shall Seller be obligated to indemnify the Title Company or Buyer from or against any claims except as may be set forth herein). (h) Copies of the personnel files of all employees employed at the Property and becoming employees of Buyer after the Closing. (i) A termination execute a notarial deed of any management agreements relating transfer of the SHARE (hereinafter referred to as the “DEED OF TRANSFER”), containing terms and conditions in line with best market standard practice for transactions like the transactions at issue, that shall be kept in trust by the Notary until payment of the CLOSING PAYMENT has been confirmed; (ii) deliver to the Property and a termination BUYER the letters of any Service Contracts which by their terms are terminable without premium and which Buyer elects not to assume. (j) A current Rent Roll certified resignation of all directors of the SPV substantially in the form attached hereto as Exhibit 6.2(A)(ii), with effect as of the date CLOSING DATE; such resignation letters shall contain a clause in which the resigning directors confirm that they have no claim against the SPV (except for the emolument/costs reimbursements already resolved, accrued and still outstanding, if any, which amount shall have to be specifically indicated); (iii) cause the shareholders’ meeting of Closing which shall include the SPV to resolve upon the appointment as new directors of the SPV the individuals designated by the BUYER in a correct list of all Tenants, all rental obligations of each Tenant with respect written notice delivered to the Property SELLER at least ten (10) days before CLOSING; (iv) execute and cause the SPV to execute the GUARANTEED PLANT OPERATION MANAGEMENT AGREEMENT in the form hereto attached as Exhibit 6.2(A)(iv); (v) cause the SPV takes all security deposits the appropriate corporate actions to (i) enter into the BUYER SH LOAN (as defined below), (ii) use the funds of the BUYER SH LOAN to immediately re-pay to the relevant banks the amount due as specified in the CONFIRMATION LETTERS for the earlier repayment of the LOAN AGREEMENTS, requesting to each of the relevant bank to release a written confirmation that (i) the loan has been entirely re-paid, (ii) the bank does not have any outstanding amount or claim towards the SPV or its guarantors (the “QUITTANCE”); (vi) cause the SPV, using the funds of the BUYER SH LOAN transferred on its bank account as per point (B) (viii) hereinafter, to immediately re-pay the LOAN AGREEMENTS; (B) the BUYER shall: (i) pay to the SELLER the part of the PURCHASE PRICE due at CLOSING as set forth in Section 3.3 above (i.e. the CLOSING PAYMENT) by wire transfer of immediately available funds, to an account designated by SELLER at the CLOSING DATE, giving evidence thereof; (ii) execute the DEED OF TRANSFER; (iii) deliver or make available to SELLER a copy of the resolutions of the board of directors (or similar governing body) of BUYER authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby and thereby; (iv) attend a shareholders’ meeting of the SPV resolving upon (i) the appointment of the persons designated by the BUYER prior to the CLOSING DATE as directors to be appointed in place of the resigning directors, (v) enter into a shareholders’ loan with interest the SPV for an amount equal to the amount of the LOAN AGREEMENTS specified in the CONFIRMATION LETTERS (hereinafter referred to as the “BUYER SH LOAN”); (vi) cause the SPV to take all the appropriate corporate actions to (i) enter into the BUYER SH LOAN, (ii) use the funds of the BUYER SH LOAN to immediately re-pay to the relevant banks the amount due as specified in the CONFIRMATION LETTERS for the earlier repayment of the LOAN AGREEMENTS, requesting to each of the relevant bank to release the QUITTANCE; (vii) transfer the amount indicated in the CONFIRMATION LETTER for the earlier repayment of the LOAN AGREEMENTS to the SPV’s bank account; (viii) cause the SPV, using the funds of the BUYER SH LOAN transferred on its bank account as per point (viii) above, to immediately re-pay the LOAN AGREEMENTS; (ix) take any action to be taken and deliver all other instruments, agreements, certificates and documents required to be delivered on or prior to the CLOSING DATE pursuant to this Agreement; and (x) pay or cause to be paid the appropriate entities or persons and in the appropriate manner, any stamp, transfer or similar taxes or charges however levied by applicable law or any governmental authority on the Leases)transfer of the SHARE, to be incurred in relation to such transfer.

At Closing. Seller shall deliver:On the Closing Date, (a) A special warranty deed conveying the Property to Buyer Agent shall have received the following (in the "Deed"case of (i), (ii), (iii), (iv) subject and (v), each dated the Closing Date): (i) from the Borrower, the Agent and Lenders representing at least the Majority Lenders under the Existing Credit Agreement, either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the exceptions Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) an opinion of the General Counsel, the Associate General Counsel or an Assistant General Counsel of the Borrower addressed to the Lenders, the Issuing Banks and the Agent in substantially the form of Exhibit B hereto; (iii) a certified copy of the resolutions of the Board of Directors of the Borrower authorizing the execution and delivery of this Agreement; (iv) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the Authorized Officers; (v) a certificate signed by an Authorized Officer, confirming compliance with the conditions set forth in paragraphs (b) and (c) of Section 4.01 and paragraph (b) of this Section and certifying that except for the Title Commitment legal proceedings identified or referred to on Schedule III (with respect to which such Authorized Officer makes no representation or warranty), there is no pending or, to the knowledge of such Authorized Officer, threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, Governmental Body or arbitrator, which could reasonably be expected to have a material adverse effect on the business, assets or condition of the Borrower and its Subsidiaries taken as a whole; and, if applicable, (vi) all Fees and other amounts due and payable on or prior to the Permitted Exception under Section 3.7 and, if the Existing Financing is paid pursuant to Section 3.7, deleting title exceptions securing the Existing Financing.Closing Date; (b) An affidavit there shall not have occurred any material adverse change in the business, assets or qualifying statement which satisfies the requirements of Section 1445 condition of the Internal Revenue Code of 1986Borrower and its Subsidiaries taken as a whole since December 31, as amended, and the regulations thereunder (the "Non-Foreign Affidavit").2001; (c) Two original counterparts of a bill of sale the 364-Day Amendment and assignment (Restatement shall have been entered into by the "Bill of Sale")Borrower, ▇uly executed by Seller, assign▇▇▇ the Agent and conveying to Buyer all of Seller's right, title the Lenders under and interest in and to the Personal Property. The Bill of Sale shall be as defined in the form of EXHIBIT F ▇▇▇▇ched hereto.Borrower's 364- Day Credit Agreement; and (d) Two original counterparts of an assignment the Term Loan Agreement Amendment shall have been entered into by the Borrower, the Agent and assumption agreement (the "Assignment Majority Lenders under and Assumption Agreement") duly executed by Seller assigning all of Seller's right, title and interest in and to the Leases, security deposits and in and to all warranties applicable to the Project, if any. The Assignment and Assumption Agreement shall be as defined in the form of EXHIBIT "G" attached heretoBorrower's Term Loan Agreement. (e) Two original counterparts of an assignment and assumption agreement (the "Assignment and Assumption of Service Contracts") duly executed by Seller assigning all of Seller's right, title and interest in and to the Service Contracts. The Assignment and Assumption of Service Contracts shall be in the form of EXHIBIT "H" attached hereto. (f) Such documents as may be required by PFC Corporation and HUD to evidence the assumption of the Existing Financing or, if applicable, to pay in full the Existing Financing pursuant to Section 3.7. (g) Such other documents as may be reasonably required by the Title Company, in a form reasonably acceptable to Seller (provided, however, in no event shall Seller be obligated to indemnify the Title Company or Buyer from or against any claims except as may be set forth herein). (h) Copies of the personnel files of all employees employed at the Property and becoming employees of Buyer after the Closing. (i) A termination of any management agreements relating to the Property and a termination of any Service Contracts which by their terms are terminable without premium and which Buyer elects not to assume. (j) A current Rent Roll certified as of the date of Closing which shall include a correct list of all Tenants, all rental obligations of each Tenant with respect to the Property and all security deposits (with interest as required by applicable law or the Leases).