Common use of Closing Procedure Clause in Contracts

Closing Procedure. Seller shall execute and deliver or cause to be delivered: (a) a Special Warranty Deed, in the form attached hereto as Exhibit C, proper for recording, conveying Seller's interest in the Real Property to Purchaser, subject, however, to: (i) restrictions as reported in the Title Commitment (defined in Section 6.5) or shown on the Survey (as defined in Section 6.4) and either approved by Purchaser or as to which objection has been waived by Purchaser, (ii) taxes not yet due and payable, (iii) the rights of lessees and licensees of space in the Improvements at the time of Closing (to the extent shown on the Rent Roll), and (iv) any encumbrances permitted by the terms of this Agreement; (b) a ▇▇▇▇ of Sale and General Assignment in the form attached hereto as Exhibit D, dated as of the date of Closing, conveying to Purchaser any and all Personal Property; (c) an Assignment and Assumption of Leases and Security Deposits in the form attached hereto as Exhibit E, dated the date of Closing, assigning all of the landlord's right, title and interest in and to any tenant and other leases covering all or any portion of the Real Property and in and to any and all security deposits; (d) an Assignment and Assumption of Borough of Camp Hill Agreement (the "Assignment and Assumption of Borough of Camp Hill Agreement") assigning that certain Borough of Camp Hill Agreement for Completion and Guarantee of Plan Improvements, a copy of which is attached hereto as Exhibit H; (e) Tenant Notification Letters (the "Tenant Notices"), dated the date of the Closing, executed by Seller, and complying with applicable statutes in order to relieve Seller of liability for tenant security deposits (provided the security deposits are paid to Purchaser), notifying the tenants of the Real Property that the Property has been sold to Purchaser and directing the tenants to pay rentals to Purchaser (or Purchaser's designated agent); (f) the originals of all leases, lease files and, to the extent in Seller's possession or under Seller's control, as built plans and specifications and maintenance and service contracts that are to be assumed; (g) tenant estoppel certificates executed by all tenants listed on Exhibit I attached hereto, and at least seventy-five percent (75%), as measured by floor area, of the remaining tenants of space in the Improvements, in the form attached hereto as Exhibit J, and a representation and warranty by Seller as to the same matters for all leases shown on the Rent Roll for which no tenant estoppel certificate was obtained; (h) an updated Rent Roll, in the form of the Rent Roll attached hereto as Exhibit B, dated as of the date of Closing; (i) an affidavit that Seller is not a "foreign person" in the form attached as Exhibit F; (j) a master key or duplicate key for all locks in the Improvements; and (k) to the extent in the possession of Seller or Seller's property management company, all maintenance records and other non-proprietary files related to and located at the Property or at the offices of Seller's property manager. Purchaser shall be responsible for obtaining an Owner's Title Insurance Policy provided, however, that Purchaser's obligation to proceed with the consummation of this transaction shall be conditioned upon there being no items listed on Schedule B of the Title Insurance Policy other than those listed on Schedule B of the Title Commitment (as hereinafter defined) that were either approved by Purchaser or as to which objection has been waived by Purchaser in accordance with the provisions of Section 6.5 of this Agreement.

Closing Procedure. Seller Not later than three (3) business days after each of the items described in Sections 3.3 and 3.4 have been deposited into Escrow, all conditions to Close of Escrow have been satisfied, and Title Company is prepared to issue the title policies described herein below, Escrow Holder shall execute and deliver or cause to be delivered: do all of the following: A) Record (ain the following order) a Special Warranty in the Office of the County Recorder the Grant Deed, in the form attached hereto Deed of Trust and the SNDAs; B) Deliver the following to STATE: 1) The Closing Principal Payment under the Note as Exhibit Cset forth above, proper for recordingless STATE's share of all escrow costs, conveying Seller's interest in prorations and closing costs; 2) The original executed Note; 3) A conformed copy of the recorded Grant Deed, indicating the recording information; 4) Conformed copies of the recorded Deed of Trust and the SNDAs, indicating the recording information; 5) The original executed Security Agreement; 6) A conformed copy of the filed UCC-1 Financing statement, indicating the filing information; and 7) A lender’s policy of title insurance issued by Escrow Holder covering and insuring the priority of the Deed of Trust as a first lien against the Real Property, subject only to non-monetary liens and encumbrances of record as of the Close of Escrow and to taxes and assessments against the Real Property not then yet delinquent, if any. C) Deliver the following to Purchaser, subject, however, to: (iBUYER: 1) restrictions as reported in the Title Commitment (defined in Section 6.5) or shown on the Survey (as defined in Section 6.4) and either approved by Purchaser or as to which objection has been waived by Purchaser, (ii) taxes not yet due and payable, (iii) the rights of lessees and licensees of space in the Improvements at the time of Closing (to the extent shown on the Rent Roll), and (iv) any encumbrances permitted by the terms of this Agreement; (b) a ▇▇▇▇ of Sale and General Assignment in the form attached hereto as Exhibit D, dated as A copy of the date of Closing, conveying to Purchaser any and all Personal Property; (cexecuted Note; 2) an Assignment and Assumption of Leases and Security Deposits in the form attached hereto as Exhibit E, dated the date of Closing, assigning all A conformed copy of the landlord's rightrecorded Grant Deed, indicating the recording information; 3) Conformed copies of the recorded Deed of Trust and the SNDAs, indicating the recording information; 4) A CLTA owners' policy of title and interest in and to any tenant and other leases insurance issued by Escrow Holder covering all or any portion of the Real Property and in and with coverage equal to any and all security deposits; (d) an Assignment and Assumption of Borough of Camp Hill Agreement (the "Assignment and Assumption of Borough of Camp Hill Agreement") assigning that certain Borough of Camp Hill Agreement for Completion and Guarantee of Plan Improvements, a copy of which is attached hereto as Exhibit H; (e) Tenant Notification Letters (the "Tenant Notices"), dated the date of the Closing, executed by Seller, and complying with applicable statutes in order Purchase Price insuring title to relieve Seller of liability for tenant security deposits (provided the security deposits are paid to Purchaser), notifying the tenants of the Real Property that the Property has been sold vested in BUYER subject only to Purchaser and directing the tenants to pay rentals to Purchaser (or Purchaser's designated agent); (f) the originals of all leasescovenants, lease files andconditions, to the extent in Seller's possession or under Seller's controlrestrictions, as built plans and specifications and maintenance and service contracts that are to be assumed; (g) tenant estoppel certificates executed by all tenants listed on Exhibit I attached heretoeasements, and at least seventyreservations, rights, rights-five percent (75%), as measured by floor area, of the remaining tenants of space in the Improvements, in the form attached hereto as Exhibit J, and a representation and warranty by Seller as to the same matters for all leases shown on the Rent Roll for which no tenant estoppel certificate was obtained; (h) an updated Rent Roll, in the form of the Rent Roll attached hereto as Exhibit B, dated as of the date of Closing; (i) an affidavit that Seller is not a "foreign person" in the form attached as Exhibit F; (j) a master key or duplicate key for all locks in the Improvements; and (k) to the extent in the possession of Seller or Seller's property management company, all maintenance records of-way and other non-proprietary files related to matters of record reflected in that certain issued Preliminary Title Report dated January 8, 2010 and located at issued by Fidelity National Title Company (the “Prelim”) for the Property or at discoverable by inspection or survey, matters affecting the offices condition of Seller's property manager. Purchaser title to the Property created by or with the written consent of BUYER, and the lien of the Deed of Trust; provided that notwithstanding anything to the contrary set forth above, STATE shall be responsible for obtaining an Owner's Title Insurance Policy providedobligated to remove, howeverat STATE’s sole cost and expense, all monetary liens from the Property, excluding taxes and assessments not yet delinquent; 5) A conformed copy of the filed UCC-1 Financing statement, indicating the filing information; 6) A fully executed original of each of the general assignment, the assignment of contracts and the assignment of leases; and 7) If required, a fully executed Trademark Assignment that Purchaser's obligation to proceed BUYER can process with the consummation of this transaction shall be conditioned upon there being no items listed on Schedule B of the Title Insurance Policy other than those listed on Schedule B of the Title Commitment United States Patent and Trademark Office (as hereinafter defined) that were either approved by Purchaser or as to which objection if same has not been waived by Purchaser in accordance with the provisions of Section 6.5 of this Agreementpreviously filed).

Closing Procedure. Seller shall execute Escrowee acknowledges that Purchaser has the right under the Park Agreement and deliver or cause the Home and Loan Agreement to be delivered: exclude certain Properties, Inventory Homes (as such term is defined in the Home and Loan Agreement) and Manufactured Home Loans (as such term is defined in the Home and Loan Agreement) from the Closing of the Transaction (all such Properties that are not excluded by Purchaser are referred to herein as the “Included Properties”; all such Included Properties together with all Inventory Homes and Manufactured Home Loans that are not excluded by Purchaser are referred to herein collectively as the “Included Assets”). At 9:00 a.m. (CST) on the Closing Date, provided that all of the Closing Conditions have been satisfied, Escrowee is then hereby authorized and directed to promptly proceed as follows with respect to only the Included Assets: (a) a Special Warranty DeedAt Closing, issue to Purchasers marked and signed versions of the Pro-Forma Policies. (b) At Closing, disburse the Escrow Funds to those persons and in those amounts described in the form Closing Statement attached hereto as Exhibit CB and return any excess Escrow Funds to Purchaser. (c) Promptly after Closing, proper for recording, conveying Seller's interest purchase and affix to each of the Deeds with respect to the Included Properties the appropriate transfer stamps. (d) Promptly after Closing record in the Real Property to Purchaserfollowing order with the appropriate clerk of courts, subject, however, tocounty recorder or other appropriate real estate filing office each of the: (i) restrictions as reported in Deeds for the Title Commitment (defined in Section 6.5) or shown on Included Properties, along with the Survey (as defined in Section 6.4) state and/or local transfer tax declarations and either approved by Purchaser or as to which objection has been waived by Purchaser, withholding tax forms; (ii) taxes not yet due and payable, (iii) the rights of lessees and licensees of space in the Improvements at the time of Closing (all other documents as required with respect to the extent shown on the Rent Roll), and (iv) any encumbrances permitted by the terms of this Agreement; (b) a ▇▇▇▇ of Sale and General Assignment in the form attached hereto as Exhibit D, dated as of the date of Closing, conveying to Purchaser any and all Personal Property; (c) an Assignment and Assumption of Leases and Security Deposits in the form attached hereto as Exhibit E, dated the date of Closing, assigning all of the landlord's right, title and interest in and to any tenant and other leases covering all or any portion of the Real Property and in and to any and all security deposits; (d) an Assignment and Assumption of Borough of Camp Hill Agreement (the "Assignment and Assumption of Borough of Camp Hill Agreement") assigning that certain Borough of Camp Hill Agreement for Completion and Guarantee of Plan Improvements, a copy of which is attached hereto as Exhibit H; Included Assets. (e) Tenant Notification Letters (Promptly after the "Tenant Notices"), dated the date completion of the Closingrecordings set forth in Section 7(D) hereof, executed by Seller, deliver recorded copies of all Deeds to Attorney for Sellers and complying with applicable statutes in order to relieve Seller of liability Attorney for tenant security deposits (provided the security deposits are paid to Purchaser), notifying the tenants of the Real Property that the Property has been sold to Purchaser and directing the tenants to pay rentals to Purchaser (or Purchaser's designated agent); Purchasers. (f) Promptly after the originals of all leases, lease files and, to the extent in Seller's possession or under Seller's control, as built plans and specifications and maintenance and service contracts that are to be assumed; (g) tenant estoppel certificates executed by all tenants listed on Exhibit I attached hereto, and at least seventy-five percent (75%), as measured by floor area, completion of the remaining tenants recordings set forth in Section 7(D) hereof, issue to Purchasers Owner’s Policies for each of space in the Improvements, in the form attached hereto as Exhibit J, and a representation and warranty by Seller as to the same matters for all leases shown on the Rent Roll for which no tenant estoppel certificate was obtained; (h) an updated Rent Roll, Included Properties in the form of the Rent Roll attached hereto Pro-Forma Policies (as Exhibit B, dated marked) with an effective date as of the date recording of Closing; the Deeds. (ig) an affidavit that Seller is not a "foreign person" in the form attached as Exhibit F; (j) a master key or duplicate key for all locks in the Improvements; and (k) Promptly after Closing deliver to the extent in the possession of Seller or Seller's property management companyPurchasers and Sellers, as applicable, all maintenance records original Michigan Loan Assignments and Other Closing Documents (or copies thereof if originals are not available) with respect to the Included Properties. Escrowee shall hold all other non-proprietary files related Other Closing Documents for future Closings unless directed by Sellers and Purchaser to and located at do so otherwise. (h) Promptly after the Property or at the offices of Seller's property manager. Purchaser shall be responsible for obtaining an Owner's Title Insurance Policy provided, however, that Purchaser's obligation to proceed with the consummation of this transaction shall be conditioned upon there being no items listed on Schedule B completion of the Title Insurance Policy other than those listed on Schedule B recording of the Title Commitment (as hereinafter defined) that were either approved by Purchaser or as all applicable Deeds, provide to which objection has been waived by Purchaser in accordance with the provisions Attorney for Sellers and Attorney for Purchasers an accounting of Section 6.5 of this Agreementall Escrow Funds.

Closing Procedure. A. At the Closing, the Seller shall execute and deliver or cause to be delivered: (a) deliver to the Purchaser, (b) deliver to the Escrow Agent, or (c) cause a Special Warranty Deednational title company acceptable to the Purchaser (the “Title Company”) to issue, as appropriate, the following, all in form and substance reasonably satisfactory to the Purchaser, as applicable: For any Parcel then owned by the Seller: A deed in the form required by the County, duly executed and acknowledged by the Seller, conveying to the Purchaser, or the Purchaser’s designee, good, marketable title to the Parcel, in proper form for recording and subject only to the Permitted Title Exceptions. For any Parcel where the Seller has only an option, An assignment of the Seller’s option in such Parcel, in the form attached hereto as Exhibit C, proper for recording, conveying Seller's interest in and substance reasonably satisfactory to the Real Property to Purchaser, subjecttransferring to the Purchaser, howeveror the Purchaser’s designee, to: the Seller’s option in such Parcel, in proper form for recording and subject only to the Permitted Title Exceptions. The option exercise price shall be deducted from the Purchase Price. And provided further, the Seller shall deliver, (i) restrictions as reported in An affidavit executed by the Title Commitment (defined in Section 6.5) or shown on Seller, stating the Survey Seller’s U. S. Taxpayer identification number and that the Seller is not a “foreign person” (as defined under the Foreign Investment in Section 6.4Real Land Tax Act and the regulations promulgated thereunder) and either approved by that the Purchaser or as is not required to which objection has been waived by Purchaser, (ii) taxes not yet due and payable, (iii) the rights of lessees and licensees of space in the Improvements at the time of Closing (to the extent shown on the Rent Roll), and (iv) any encumbrances permitted by the terms of this Agreement; (b) a ▇▇▇▇ of Sale and General Assignment in the form attached hereto as Exhibit D, dated as of the date of Closing, conveying to Purchaser any and all Personal Property; (c) an Assignment and Assumption of Leases and Security Deposits in the form attached hereto as Exhibit E, dated the date of Closing, assigning all of the landlord's right, title and interest in and to any tenant and other leases covering all or withhold any portion of the Real Purchase Price under the provisions of such Act. (ii) The Title Policy in the form required under Article VI. (iii) All such further instruments and documents as are normally made or delivered in connection with the sale of property similar to the Property in the county and state where the Property is located or as may be necessary, expedient, proper, or appropriate in and the reasonable opinion of the Purchaser or the Purchaser’s counsel, in order to any and all security deposits; (d) an Assignment and Assumption of Borough of Camp Hill Agreement (complete the "Assignment and Assumption of Borough of Camp Hill transactions contemplated by this Agreement") assigning that certain Borough of Camp Hill Agreement for Completion and Guarantee of Plan Improvements, a copy of which is attached hereto as Exhibit H; (e) Tenant Notification Letters (the "Tenant Notices"), dated . B. On the date of the Closing, executed by Sellerand provided that all conditions precedent to the Purchaser’s obligations under this Agreement are satisfied, the Purchaser shall deliver to the Escrow Agent, the amount of the Purchase Price (less credits, adjustments, and complying prorations in accordance with applicable statutes in order to relieve Seller of liability for tenant security deposits (provided the security deposits are paid to Purchaser), notifying the tenants of the Real Property that the Property has been sold to Purchaser and directing the tenants to pay rentals to Purchaser (this Agreement) by wire transfer or Purchaser's designated agent); (f) the originals of all leases, lease files and, to the extent in Seller's possession or under Seller's control, as built plans and specifications and maintenance and service contracts that are to be assumed; (g) tenant estoppel certificates executed by all tenants listed on Exhibit I attached hereto, and at least seventy-five percent (75%), as measured by floor area, of the remaining tenants of space in the Improvements, in the form attached hereto as Exhibit J, and a representation and warranty by Seller as to the same matters for all leases shown on the Rent Roll for which no tenant estoppel certificate was obtained; (h) an updated Rent Roll, in the form of the Rent Roll attached hereto as Exhibit B, dated as of other immediately available funds. C. On the date of Closing; , the Escrow Agent shall disburse the Purchase Price (as adjusted by prorations, adjustments and credits and the Seller’s closing costs) to the Seller, and the Seller shall deliver possession of the Property to the Purchaser in the same condition as the Property exists on the Effective Date, ordinary wear and tear excepted. D. The Seller shall pay: (i) an affidavit that Seller is not a "foreign person" in the form attached as Exhibit Fany State or local transfer or stamp taxes or similar charges; (jii) a master key the cost of recording the instruments of conveyance and any releases of Removable Liens, as hereinafter defined, or duplicate key for all locks in the Improvementsother unpermitted exceptions; and (kiii) the cost of issuing the title commitment, title policy and survey. The Purchaser shall pay the cost of recording any instruments securing financing of the Purchaser’s acquisition. The cost of the closing escrow and all other closing costs shall be borne one-half by each of the Purchaser and the Seller. Each party shall pay for its own attorneys. E. If the Property is agriculturally assessed, then at the Closing, the Seller and the Purchaser shall enter into an escrow agreement (the “Rollback Tax Escrow Agreement”) relative to the extent treatment and handling of any agricultural recoupment or roll-back tax to become due and owing after Closing as a consequence of the change in use of the Property from agricultural to non- agricultural. The Rollback Tax Escrow Agreement shall provide that the burden of the future payment of the agricultural recoupment or roll-back tax shall be borne by the parties in proportion to their periods of ownership during the period covered by the recoupment or roll-back. (i) The Rollback Tax Escrow Agreement shall provide that the Seller shall pay into escrow at Closing the amount of agricultural recoupment tax or rollback tax which the applicable county auditor estimates could be due and owing in connection with the potential immediate conversion of the Parcel to non-agricultural uses. If the Purchaser elects to continue agricultural use of the Parcel beyond the Closing, proportionate amounts of the escrow sum shall be refunded to the Seller on an annual basis for each tax year following Closing that the Property remains classified for agricultural uses. The terms and conditions of the escrow, release and responsibility of the parties to pay the agricultural recoupment tax shall be addressed in further detail in the possession Rollback Tax Escrow Agreement. F. The Seller provides no warranty as to the validity or enforceability against the Seller theroef of Seller or Seller's property management companyany option on any Property which may be transferred pursuant to this Agreement, all maintenance records and other non-proprietary files related to and located at the Property or at the offices of Seller's property manager. Purchaser shall be responsible for obtaining an Owner's Title Insurance Policy provided, however, that Purchaser's obligation to proceed with the consummation of this transaction shall be conditioned upon there being no items listed on Schedule B any right of the Title Insurance Policy other than those listed on Schedule B Seller hereunder is made expressly subject to the terms of the Title Commitment (as hereinafter defined) that were either approved by Purchaser or as to which objection has been waived by Purchaser in accordance with the provisions of Section 6.5 of this Agreementsuch option.

Closing Procedure. Seller shall execute and deliver or cause to be delivered: (a) a Special Warranty DeedTwo Business Days before the Proposed Effective Date, in the form attached hereto as Exhibit C, proper for recording, conveying Seller's interest in the Real Property to Purchaser, subject, however, to: Facility Agent shall: (i) restrictions confirm with the Borrowers the Accrual Amount of each Existing Lender and the Principal Amount of each Retiring Lender (the Agreed Amounts); and (ii) provide notice to each Existing Lender (with a copy to the Borrowers) of its Accrual Amount and notice to each Retiring Lender (with a copy to the Borrowers) of its Principal Amount, in each case, on the basis of the Agreed Amounts. (b) On the Proposed Effective Date and as reported conditions to the occurrence of the Effective Date: (i) MGMGP shall remit to the Facility Agent: (A) for the account of each Existing Lender, an amount equal to the Accrual Amount due to that Existing Lender; (B) for the account of each Retiring Lender, an amount equal to the Principal Amounts due to that Retiring Lender; (C) for the account of each A&R Lender, the Upfront Fee payable to that A&R Lender as set out in the Title Commitment Allocation Notice provided to that A&R Lender; (defined D) for the account of the Facility Agent, the amount set out in Section 6.5the Fee Letter between the Company and the Facility Agent as referred to in the Amended and Restated Credit Agreement; and (E) or shown for the account of the Security Agent, the amount set out in the Fee Letter between the Company and the Security Agent as referred to in the Amended and Restated Credit Agreement (together with the amounts set out in subparagraphs (C) and (D) above, the Fee Amount), each for value on the Survey Proposed Effective Date; (ii) the Borrowers shall deliver a certificate to the Facility Agent: (A) stating that on the Proposed Effective Date, and on giving effect to the transactions contemplated by this Agreement: I. the representations set out in the Amended and Restated Credit Agreement are correct in all material respects; and II. no Default (as defined in Section 6.4is in the Amended and Restated Credit Agreement) is outstanding; and (B) confirming that the certificate of an authorised signatory of each Original Obligor and either approved by Purchaser or as Security Provider (other than Ms. ▇▇▇▇▇ ▇▇ and ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇) referred to which objection has been waived by Purchaser, in Schedule 3 (iiConditions precedent documents) taxes not yet due remains true and payable, correct up to and on the Effective Date; and (iii) the rights of lessees and licensees of space Facility Agent must have received (in the Improvements at the time of Closing (addition to the extent shown amounts set out in subparagraph (i) above), the repayment amount from MGMGP to be made on the Rent Roll), and (iv) any encumbrances permitted by the terms of this Agreement; (b) a ▇▇▇▇ of Sale and General Assignment in the form attached hereto as Exhibit D, dated as of the repayment date of Closing, conveying to Purchaser any and all Personal Property; (c) an Assignment and Assumption of Leases and Security Deposits in the form attached hereto as Exhibit E, dated the date of Closing, assigning all of the landlord's right, title and interest in and to any tenant and other leases covering all or any portion of the Real Property and in and to any and all security deposits; (d) an Assignment and Assumption of Borough of Camp Hill Agreement (the "Assignment and Assumption of Borough of Camp Hill Agreement") assigning that certain Borough of Camp Hill Agreement for Completion and Guarantee of Plan Improvements, a copy of which is attached hereto as Exhibit H; (e) Tenant Notification Letters (the "Tenant Notices"), dated falling 27 months after the date of the ClosingExisting Credit Agreement in accordance with clause 7.1 (Repayment of Term Loans) of the Existing Credit Agreement (the Second Amortisation Payment). (c) If the conditions set out in paragraph (b) above are satisfied, executed then: (i) the Facility Agent shall promptly: (A) notify the Funding Lenders; and (B) unless the Second Amortisation Payment has already been remitted to the Existing Lenders under the Existing Credit Agreement, remit the Second Amortisation Payment to the Existing Lenders according to each Existing Lender’s Pro Rata Share of the Total Term Loan Commitments; and (ii) upon receipt of the notification set out in subparagraph (i) above each Funding Lender must remit its Funding Amount to the Facility Agent through its Facility Office by Seller2:00pm on the Proposed Effective Date. (d) As soon as the Facility Agent has received the Funding Amounts from each of the Funding Lenders the following transactions will be effected in the order set out below: (i) the Facility Agent shall remit to each Existing Lender its Accrual Amount from the funds deposited with the Facility Agent under subparagraph 6(b)(i)(A) above; (ii) the Facility Agent shall remit to each Retiring Lender its Principal Amount from the funds deposited with the Facility Agent under subparagraph 6(b)(i)(B) above; (iii) the Commitments of each Retiring Lender will be automatically cancelled and each Retiring Lender shall (without prejudice to any future accession to any Finance Document by that Retiring Lender) cease to be a party to the Finance Documents in any capacity (except that the Retiring Lenders shall continue to be entitled to the indemnifications provided by the Existing Credit Agreement for the period during which they were Lenders thereunder); and (iv) immediately thereafter, the following shall be deemed to have concurrently occurred; (A) the Existing Credit Agreement shall be amended and complying restated in the form set out in Schedule 4 (Amended and Restated Credit Agreement) and the Parties will be deemed to have signed the Credit Agreement in the capacities in which those Parties are expressed to assume under the Amended and Restated Credit Agreement; (B) the Facility Agent shall remit to each A&R Lender, the Facility Agent and the Security Agent, their respective portions of the Fee Amount from the funds deposited with applicable statutes in order to relieve Seller of liability for tenant security deposits (provided the security deposits are paid to PurchaserFacility Agent under subparagraphs 6(b)(i)(C), notifying (D) and (E) above; (C) the tenants Facility Agent shall remit to each Lender the amount (if any) set out in Schedule 2 (Term Loan Adjustments) under the column headed “Balance to be remitted to Lender on the Effective Date” from the funds deposited with the Facility Agent under subparagraph (c)(ii) above; and (D) each A&R Lender will be deemed to hold participations in the Term Loan (as defined in the Amended and Restated Credit Agreement) advanced to MGMGP in the amount set out next to that A&R Lender’s name in Schedule 2 (Term Loan Adjustments) under the column headed “Participation in the Term Loan under Amended and Restated Credit Agreement” and to have the Revolving Credit Commitments and Term Loan Commitments set out in Schedule 1 (Original Parties) of the Real Property that Amended and Restated Credit Agreement. (v) The Facility Agent shall remit HK$738,500,000.58 to MGMGP, representing the Property has been sold sum of: (A) the amount paid by MGMGP to Purchaser and directing the tenants Facility Agent on the first Repayment Date pursuant to pay rentals clause 7.1 (Repayment of Term Loans) of the Existing Credit Agreement (being HK$107,250,000.01); (B) the amount paid by MGMGP to Purchaser the Facility Agent on the second Repayment Date pursuant to clause 7.1 (or Purchaser's designated agentRepayment of Term Loans) of the Existing Credit Agreement (being HK$107,250,000.01); and (C) the aggregate Principal Amount transferred by MGMGP to the Facility Agent for the account of each Retiring Lender pursuant to subparagraph 6(b)(i)(B) above(being HK$524,000,000.56) . (e) The Facility Agent must notify the other Parties as soon as reasonably practicable after all of the transactions set out in subparagraphs (d)(i) to (v) (inclusive) above have occurred (the Effective Date Notice). (f) On the originals of all leases, lease files and, Effective Date the Facility Agent is authorised to insert: (i) the extent in Seller's possession or under Seller's control, as built plans and specifications and maintenance and service contracts that are to be assumed; (g) tenant estoppel certificates executed by all tenants listed on Exhibit I attached hereto, and at least seventy-five percent (75%), as measured by floor area, of the remaining tenants of space Effective Date in the Improvements, in the form attached hereto as Exhibit J, definition of “Effective Date” and a representation and warranty by Seller as to the same matters for all leases shown on the Rent Roll for which no tenant estoppel certificate was obtained; (h) an updated Rent Roll, in the form of the Rent Roll attached hereto as Exhibit B, dated as of the date of Closing; (i) an affidavit that Seller is not a "foreign person" this Agreement in the form attached as Exhibit Fdefinition of “Signing Date “ in subclause 1.1 (Definitions) of the Amended and Restated Credit Agreement; and (jii) a master key or duplicate key for all locks the date falling on the fifth anniversary of the Effective Date in the Improvements; and definition of “Final Maturity Date” in subclause 1.1 (kDefinitions) to the extent in the possession of Seller or Seller's property management company, all maintenance records and other non-proprietary files related to and located at the Property or at the offices of Seller's property manager. Purchaser shall be responsible for obtaining an Owner's Title Insurance Policy provided, however, that Purchaser's obligation to proceed with the consummation of this transaction shall be conditioned upon there being no items listed on Schedule B of the Title Insurance Policy other than those listed on Schedule B of the Title Commitment (as hereinafter defined) that were either approved by Purchaser or as to which objection has been waived by Purchaser in accordance with the provisions of Section 6.5 of this Amended and Restated Credit Agreement.

Closing Procedure. Seller shall execute and deliver or cause to be delivered: (a) a Special Warranty Deed, in the form attached hereto as Exhibit C, proper for recording, conveying Seller's interest in the Real Property At least one business day prior to Purchaser, subject, however, to: (i) restrictions as reported in the Title Commitment (defined in Section 6.5) or shown on the Survey (as defined in Section 6.4) and either approved by Purchaser or as to which objection has been waived by Purchaser, (ii) taxes not yet due and payable, (iii) the rights of lessees and licensees of space in the Improvements at the time of Closing (to the extent shown on the Rent Roll), and (iv) any encumbrances permitted by the terms of this Agreement; (b) a ▇▇▇▇ of Sale and General Assignment in the form attached hereto as Exhibit D, dated as of the date of Closing, conveying Purchaser shall have delivered to Escrow Agent counterpart executed originals of the following documents and the following sums of money required to be delivered by Purchaser hereunder: (i) The applicable Purchase Price or the Loan Payoff Amount (depending upon each Seller's election for a purchase and sale or a Contribution) in the manner set forth in Paragraph 2; (ii) Such funds as may be necessary to comply with Purchaser's obligations hereunder regarding prorations, costs and expenses; and (iii) A signed counterpart of the Assignment of Leases, a signed counterpart of the Assignment of Service Contracts and a signed counterpart of the Amendment to Limited Partnership Agreement, executed by all required partners if any Seller shall have elected to contribute the Property for OP Units in Purchaser. (b) At least one business day prior to the date of Closing, each Seller shall have delivered to Escrow Agent counter- part executed originals of the following documents with respect to such Seller's respective TIC Interest: (i) A Grant Deed in the form of Exhibit "F" attached hereto and all forming a part hereof; (ii) A Bi▇▇ ▇f Sale (the "Bi▇▇ ▇f Sale") in the form of Exhibit "G" attached hereto covering the Personal Property; ; (ciii) an An Assignment and Assumption of Leases and Security Deposits Agreements (the "Assignment of Leases") substantially in the form and substance of Exhibit "H" attached hereto as Exhibit E, dated the date of Closing, assigning all of the landlord's right, title and interest in and to any tenant and other leases covering all or any portion of the Real Property and in and to any and all security deposits; forming a part hereof; (div) an An Assignment and Assumption of Borough of Camp Hill Agreement Service and Miscellaneous Rights and Agreements (the "Assignment and Assumption of Borough of Camp Hill AgreementService Contracts") assigning that certain Borough substantially in the form and substance of Camp Hill Exhibit "I" attached hereto and forming a part hereof; (v) An original counterpart of the Amendment to Limited Partnership Agreement for Completion if such Seller shall have elected to contribute the Property to Purchaser. (vi) An original counterpart of each of the Service Contracts, Leases and Guarantee keys to the Property if in Sellers' possession or under its control; (vii) Notices to each of Plan Improvementsthe tenants and occupants of the Property of the transfer of the Property to Purchaser; (viii) To the extent they are in Sellers' possession, a copy complete set of which is attached hereto as Exhibit H; all plans, specifications and as-built drawings, and all building permits, certificates of occupancy, third-party soil reports, and environmental reports and studies relating to the Improvements; (eix) Tenant Notification Letters (All warranties and operating manuals that Sellers may have from vendors, contractors or servicing agents with respect to the "Tenant Notices"), dated the date physical condition of the ClosingProperty or any portion thereof or the equipment located thereon; and (x) If the transaction is to be a Contribution, executed by Seller, and complying with applicable statutes cash in order to relieve Seller of liability for tenant security deposits (provided the security deposits are paid to Purchaser), notifying the tenants sum of the Real Property that Security Deposits, the Property has been sold net prorations owing to Purchaser and directing Sellers' share of the tenants costs and expenses of the transaction (it being understood that such Seller may elect to pay rentals cause all such amounts to be credited to Purchaser and debited against the Purchase Price). (or Purchaser's designated agent); c) Upon delivery of the foregoing sums and documents, Escrow Agent shall cause Title Company to cause the Grant Deeds to be recorded (fby a special recording if necessary) in the originals Official Records of all leasesLos Angeles County, lease files andCalifornia, and immediately to issue the Title Policy. (d) Notwithstanding anything to the extent in Seller's possession or under Seller's controlcontrary contained herein, as built plans and specifications and maintenance and service contracts Purchaser hereby agrees that are the Sellers may cause the Property to be assumed; (g) tenant estoppel certificates executed direct deeded to Purchaser by all tenants listed on Exhibit I attached hereto, and at least seventy-five percent (75%), as measured by floor area, of the remaining tenants of space in the Improvements, in the form attached hereto as Exhibit J, and a representation and warranty by Seller as any entity holding record title to the same matters for all leases shown on the Rent Roll for which no tenant estoppel certificate was obtained; (h) an updated Rent Roll, in the form of the Rent Roll attached hereto as Exhibit B, dated Property as of the date of Closing; (i) an affidavit that Seller is not a "foreign person" in the form attached as Exhibit F; (j) a master key or duplicate key for all locks in the Improvements; and (k) to the extent in the possession of Seller or Seller's property management company, all maintenance records and other non-proprietary files related to and located at the Property or at the offices of Seller's property manager. Purchaser shall be responsible for obtaining an Owner's Title Insurance Policy provided, however, that Purchaser's obligation to proceed with the consummation of this transaction shall be conditioned upon there being no items listed on Schedule B of the Title Insurance Policy other than those listed on Schedule B of the Title Commitment (as hereinafter defined) that were either approved by Purchaser or as to which objection has been waived by Purchaser in accordance with the provisions of Section 6.5 of this AgreementClosing Date.

Closing Procedure. Seller shall execute ‌ 10.01 On or before the Closing Date, the Purchaser will pay to the Purchaser’s solicitors in trust the amount due to the Vendor pursuant to Section 2.03(b) as adjusted pursuant to sections 2.06 and deliver or cause 2.07, less the amount to be delivered: advanced to the Purchaser on the Closing Date under any mortgage financing arranged by the Purchaser. 10.02 Forthwith following the payment in Section 10.01 and after receipt by the Purchaser’s solicitors of the documents and items referred to in section 9.01, executed by the Vendor and confirmation that all requirements for any mortgage financing arranged by the Purchaser have been satisfied or waived other than for the filing for registration of security therefor, the Purchaser will cause the Purchaser’s solicitors to file the Transfer in the LTO concurrently with any security documents applicable to any mortgage financing arranged by the Purchaser in connection with the purchase of the Property. The Vendor acknowledges that the Purchaser may be using mortgage proceeds to pay the balance of the Purchase Price due on the Closing Date, and the Vendor agrees to permit the Purchaser’s solicitors to submit the related security documents for registration in the LTO prior to the delivery of the balance of the Purchase Price due on the Closing Date, provided such security documents are submitted for registration on undertakings and trust conditions satisfactory to the Vendor’s solicitors and the Purchaser’s solicitors, both acting reasonably. 10.03 Forthwith following the filings referred to in section 10.02 and upon the Purchaser’s solicitors being satisfied as to the title to the Lands after conducting a post filing for registration check of the property index for the Lands disclosing only the following:‌ (a) a Special Warranty Deed, in the form attached hereto as Exhibit C, proper for recording, conveying Seller's interest in the Real Property to Purchaser, subject, however, to: (i) restrictions as reported in the Title Commitment (defined in Section 6.5) or shown on the Survey (as defined in Section 6.4) and either approved by Purchaser or as to which objection has been waived by Purchaser, (ii) taxes not yet due and payable, (iii) the rights of lessees and licensees of space in the Improvements at the time of Closing (existing title numbers to the extent shown on the Rent Roll), and (iv) any encumbrances permitted by the terms of this Agreement; Lands; (b) a ▇▇▇▇ of Sale and General Assignment in the form attached hereto as Exhibit D, dated as of the date of Closing, conveying to Purchaser any and all Personal Property; Permitted Encumbrances; (c) an Assignment and Assumption of Leases and Security Deposits in pending number assigned to the form attached hereto as Exhibit E, dated the date of Closing, assigning all of the landlord's right, title and interest in and to any tenant and other leases covering all or any portion of the Real Property and in and to any and all security deposits; Transfer; (d) an Assignment and Assumption pending numbers assigned to any security documents applicable to any mortgage financing arranged by the Purchaser in connection with its purchase of Borough of Camp Hill Agreement (the "Assignment and Assumption of Borough of Camp Hill Agreement") assigning that certain Borough of Camp Hill Agreement for Completion and Guarantee of Plan Improvements, a copy of which is attached hereto as Exhibit HProperty; and (e) Tenant Notification Letters (pending numbers assigned to any other charges granted by the "Tenant Notices"), dated Purchaser against the date of the Closing, executed by Seller, and complying with applicable statutes in order to relieve Seller of liability for tenant security deposits (provided the security deposits are paid to Purchaser), notifying the tenants of the Real Property that the Property has been sold to Purchaser and directing the tenants to pay rentals to Purchaser (or Purchaser's designated agent); (f) the originals of all leases, lease files and, to the extent in Seller's possession or under Seller's control, as built plans and specifications and maintenance and service contracts that are to be assumed; (g) tenant estoppel certificates executed by all tenants listed on Exhibit I attached hereto, and at least seventy-five percent (75%), as measured by floor area, of the remaining tenants of space in the Improvements, in the form attached hereto as Exhibit JLands, and a representation and warranty satisfactory search of the Vendor in the Personal Property Registry, the Purchaser will cause the Purchaser’s solicitors forthwith upon receipt by Seller as them of the proceeds of any mortgage financing arranged by the Purchaser in connection with the purchase of the Property to the same matters for all leases shown Vendor’s solicitors on the Rent Roll Closing Date a trust cheque for which no tenant estoppel certificate was obtained; (h) an updated Rent Roll, in the form of the Rent Roll attached hereto as Exhibit B, dated as of the date of Closing; (i) an affidavit that Seller is not a "foreign person" in the form attached as Exhibit F; (j) a master key or duplicate key for all locks in the Improvements; and (k) amount due to the extent Vendor pursuant to Section 2.03(b) as adjusted pursuant to Sections 2.06 and 2.07, copies of any documents referred to in Section 9.01 which have been executed by the possession of Seller or Seller's property management companyPurchaser and the GST Certificate referred to in Section 2.09 executed by the Purchaser, all maintenance records and other non-proprietary files related to and located at release the Property or at documents referred to in section 9.01 to the offices of Seller's property managerPurchaser. Purchaser shall be responsible for obtaining an Owner's Title Insurance Policy providedConcurrently therewith, however, that Purchaser's obligation the Vendor’s solicitors will release the Deposit to proceed with the consummation of this transaction shall be conditioned upon there being no items listed on Schedule B of the Title Insurance Policy other than those listed on Schedule B of the Title Commitment (as hereinafter defined) that were either approved by Purchaser or as to which objection has been waived by Purchaser in accordance with the provisions of Section 6.5 of this AgreementVendor.

Closing Procedure. Seller shall execute and deliver or cause to be delivered: (a) a Special Warranty Deed, in the form attached hereto as Exhibit C, proper for recording, conveying Seller's interest in the Real Property At least one business day prior to Purchaser, subject, however, to: (i) restrictions as reported in the Title Commitment (defined in Section 6.5) or shown on the Survey (as defined in Section 6.4) and either approved by Purchaser or as to which objection has been waived by Purchaser, (ii) taxes not yet due and payable, (iii) the rights of lessees and licensees of space in the Improvements at the time of Closing (to the extent shown on the Rent Roll), and (iv) any encumbrances permitted by the terms of this Agreement; (b) a ▇▇▇▇ of Sale and General Assignment in the form attached hereto as Exhibit D, dated as of the date of Closing, conveying Purchaser shall have delivered to Escrow Agent counterpart executed originals of the following documents and the following sums of money required to be delivered by Purchaser any hereunder: (i) The Purchase Price in the manner set forth in Paragraph 2(a); (ii) Such funds as may be necessary to comply with Purchaser's obligations hereunder regarding prorations, costs and all Personal Propertyexpenses; and (ciii) an A signed counterpart of the Assignment and Assumption of Leases and Security Deposits (the "Assignment of Leases") if any leases are in the form attached hereto as Exhibit E, dated the date of Closing, assigning all of the landlord's right, title and interest in and to any tenant and other leases effect covering all or any portion of the Real Property Property, substantially in the form and in substance of Exhibit "G" attached hereto and to any forming a part hereof and all security deposits; (d) an a signed counterpart of the Assignment of Service and Assumption of Borough of Camp Hill Agreement Miscellaneous Rights and Agreements (the "Assignment and Assumption of Borough of Camp Hill Agreement") assigning that certain Borough of Camp Hill Agreement for Completion and Guarantee of Plan Improvements, a copy of which is attached hereto as Exhibit H; (e) Tenant Notification Letters (the "Tenant NoticesService Contracts"), dated . (b) At least one business day prior to the date of the Closing, Seller shall have delivered to Escrow Agent counterpart executed by Seller, and complying with applicable statutes in order to relieve Seller of liability for tenant security deposits (provided the security deposits are paid to Purchaser), notifying the tenants originals of the Real Property that following documents: (i) The Grant Deed in the form of Exhibit "E" attached hereto and forming a part hereof; (ii) A Bill of Sale (th▇ "▇ill of Sale") i▇ ▇▇e form of Exhibit "F" attached hereto covering the Personal Property; (iii) An Assignment of Leases; (iv) An Assignment of Service Contracts substan tially in the form and substance of Exhibit "H" attached hereto and forming a part hereof; (v) An original counterpart of each of the Service Contracts, Leases and keys to the Property has been sold to Purchaser and directing the tenants to pay rentals to Purchaser (or Purchaser's designated agent); (f) the originals of all leases, lease files and, to the extent if in Seller's possession or under its control; (vi) Notices to any tenants and occupants of the Property of the transfer of the Property to Purchaser; (vii) To the extent they are in Seller's controlpossession, as built plans and a complete set of all plans, specifications and maintenance and service contracts that are to be assumed; (g) tenant estoppel certificates executed by all tenants listed on Exhibit I attached heretoas-built drawings, and at least seventyall building permits, certificates of occupancy, third-five percent (75%), as measured by floor area, of the remaining tenants of space in the Improvements, in the form attached hereto as Exhibit Jparty soil reports, and a representation environmental reports and warranty by Seller as studies relating to the same matters for all leases shown on the Rent Roll for which no tenant estoppel certificate was obtained; (h) an updated Rent Roll, in the form of the Rent Roll attached hereto as Exhibit B, dated as of the date of Closing; (i) an affidavit that Seller is not a "foreign person" in the form attached as Exhibit F; (j) a master key or duplicate key for all locks in the Improvements; and (viii) All warranties and (k) operating manuals that Seller may have from vendors, contractors or servicing agents with respect to the extent in the possession physical condition of Seller or Seller's property management company, all maintenance records and other non-proprietary files related to and located at the Property or at any portion thereof or the offices of Seller's property manager. Purchaser shall be responsible for obtaining an Owner's Title Insurance Policy provided, however, that Purchaser's obligation to proceed with the consummation of this transaction shall be conditioned upon there being no items listed on Schedule B equipment located thereon. (c) Upon delivery of the foregoing sums and documents, Escrow Agent shall cause Title Insurance Policy other than those listed on Schedule B Company to cause the Grant Deed to be recorded (by a special recording if necessary) in the Official Records of Los Angeles County, California, and immediately to issue the Title Commitment (as hereinafter defined) that were either approved by Purchaser or as to which objection has been waived by Purchaser in accordance with the provisions of Section 6.5 of this AgreementPolicy.

Closing Procedure. (a) At least three (3) business days prior to the date of Closing, Purchaser shall have delivered to Escrow Agent counterpart executed originals of the following documents and the following sums of money required to be delivered by Purchaser hereunder: (i) If Purchaser assigns its rights as permitted hereunder, similar evidence as appropriate of any such assignee or nominee, evidencing authorization and approval of execution by Purchaser and of such assignee of this Agreement and each of the acts of Purchaser and of such assignee performed pursuant to the provisions hereof; (ii) The Purchase Price in the manner set forth in Paragraph 2; (iii) Such funds as may be necessary to comply with Purchaser's obligations hereunder regarding prorations, costs and expenses. (b) At least three (3) business days prior to the date of Closing, Seller shall execute have delivered to Escrow Agent counterpart executed originals of the following documents and the following sums of money required to be delivered by Seller hereunder: (i) A deed (the "Grant Deed"), duly executed and acknowledged by Seller, and a separate declaration of documentary transfer tax in form satisfactory to Escrow Agent, (ii) A Bill of Sale executed by ▇▇▇▇er in favor of Purchaser or its nominee or assignee (the "Bill of Sale") covering th▇ ▇▇rsonal Property; (iii) A certified copy of resolutions of Seller authorizing the within transaction; (iv) Any information reasonably required to enable Purchaser to take possession of the Property upon Closing. Seller agrees to deliver all keys to the Property to Purchaser promptly upon Closing; (c) Provided that Escrow Agent confirms to Purchaser on the day prior to the Closing Date that, but for the delivery to it of the cash portion of the Purchase Price, Escrow Agent is ready, willing and able to proceed to closing, Purchaser shall deliver or cause to be delivered: (a) a Special Warranty Deeddelivered to Escrow Agent by noon, Portland Oregon time, on the Closing Date, the balance of the Purchase Price in the form attached hereto manner set forth in Paragraph 2 and such funds as Exhibit Cmay be necessary to comply with Purchaser's obligations hereunder regarding prorations, proper for recordingcosts and expenses. Upon delivery of said sums of money, conveying Seller's interest Escrow Agent shall cause Title Company to cause the Grant Deed to be recorded in the Real Property Official Records of Sonoma County, California, and immediately to Purchaser, subject, however, to: (i) restrictions as reported in issue the Title Commitment (defined in Section 6.5) or shown on the Survey (as defined in Section 6.4) and either approved by Purchaser or as to which objection has been waived by Purchaser, (ii) taxes not yet due and payable, (iii) the rights of lessees and licensees of space in the Improvements at the time of Closing (to the extent shown on the Rent Roll), and (iv) any encumbrances permitted by the terms of this Agreement; (b) a ▇▇▇▇ of Sale and General Assignment in the form attached hereto as Exhibit D, dated as of the date of Closing, conveying to Purchaser any and all Personal Property; (c) an Assignment and Assumption of Leases and Security Deposits in the form attached hereto as Exhibit E, dated the date of Closing, assigning all of the landlord's right, title and interest in and to any tenant and other leases covering all or any portion of the Real Property and in and to any and all security deposits; (d) an Assignment and Assumption of Borough of Camp Hill Agreement (the "Assignment and Assumption of Borough of Camp Hill Agreement") assigning that certain Borough of Camp Hill Agreement for Completion and Guarantee of Plan Improvements, a copy of which is attached hereto as Exhibit H; (e) Tenant Notification Letters (the "Tenant Notices"), dated the date of the Closing, executed by Seller, and complying with applicable statutes in order to relieve Seller of liability for tenant security deposits (provided the security deposits are paid to Purchaser), notifying the tenants of the Real Property that the Property has been sold to Purchaser and directing the tenants to pay rentals to Purchaser (or Purchaser's designated agent); (f) the originals of all leases, lease files and, to the extent in Seller's possession or under Seller's control, as built plans and specifications and maintenance and service contracts that are to be assumed; (g) tenant estoppel certificates executed by all tenants listed on Exhibit I attached hereto, and at least seventy-five percent (75%), as measured by floor area, of the remaining tenants of space in the Improvements, in the form attached hereto as Exhibit J, and a representation and warranty by Seller as to the same matters for all leases shown on the Rent Roll for which no tenant estoppel certificate was obtained; (h) an updated Rent Roll, in the form of the Rent Roll attached hereto as Exhibit B, dated as of the date of Closing; (i) an affidavit that Seller is not a "foreign person" in the form attached as Exhibit F; (j) a master key or duplicate key for all locks in the Improvements; and (k) to the extent in the possession of Seller or Seller's property management company, all maintenance records and other non-proprietary files related to and located at the Property or at the offices of Seller's property manager. Purchaser shall be responsible for obtaining an Owner's Title Insurance Policy provided, however, that Purchaser's obligation to proceed with the consummation of this transaction shall be conditioned upon there being no items listed on Schedule B of the Title Insurance Policy other than those listed on Schedule B of the Title Commitment (as hereinafter defined) that were either approved by Purchaser or as to which objection has been waived by Purchaser in accordance with the provisions of Section 6.5 of this AgreementPolicy.

Closing Procedure. Seller shall execute and deliver or cause to be delivered: (a) a Special Warranty Deed, in the form attached hereto as Exhibit C, proper for recording, conveying Seller's interest in the Real Property At least one business day prior to Purchaser, subject, however, to: (i) restrictions as reported in the Title Commitment (defined in Section 6.5) or shown on the Survey (as defined in Section 6.4) and either approved by Purchaser or as to which objection has been waived by Purchaser, (ii) taxes not yet due and payable, (iii) the rights of lessees and licensees of space in the Improvements at the time of Closing (to the extent shown on the Rent Roll), and (iv) any encumbrances permitted by the terms of this Agreement; (b) a ▇▇▇▇ of Sale and General Assignment in the form attached hereto as Exhibit D, dated as of the date of Closing, conveying Purchaser shall have delivered to Escrow Agent counterpart executed originals of the following documents and the following sums of money required to be delivered by Purchaser any hereunder: (i) The Purchase Price or the Loan Payoff Amount (depending upon Seller's election for a purchase and sale or a Contribution) in the manner set forth in Paragraph 2; (ii) Such funds as may be necessary to comply with Purchaser's obligations hereunder regarding prorations, costs and expenses; and (iii) A signed counterpart of the Assignment of Leases, a signed counterpart of the Assignment of Service Contracts and a signed counterpart of the Amendment to Limited Partnership Agreement executed by all required partners, if Seller shall have elected to contribute the Property for OP Units in Purchaser. (b) At least one business day prior to the date of Closing, Seller shall have delivered to Escrow Agent counterpart executed originals of the following documents: (i) The Grant Deed in the form of Exhibit "F" attached hereto and forming a part hereof; (ii) A Bi▇▇ ▇f Sale (the "Bi▇▇ ▇f Sale") in the form of Exhibit "G" attached hereto covering the Personal Property; ; (ciii) an An Assignment and Assumption of Leases and Security Deposits Agreements (the "Assignment of Leases") substantially in the form and substance of Exhibit "H" attached hereto as Exhibit E, dated the date of Closing, assigning all of the landlord's right, title and interest in and to any tenant and other leases covering all or any portion of the Real Property and in and to any and all security deposits; forming a part hereof; (div) an An Assignment and Assumption of Borough of Camp Hill Agreement Service and Miscellaneous Rights and Agreements (the "Assignment and Assumption of Borough of Camp Hill AgreementService Contracts") assigning that certain Borough substantially in the form and substance of Camp Hill Agreement for Completion and Guarantee of Plan Improvements, a copy of which is Exhibit "I" attached hereto as Exhibit H; and forming a part hereof; (ev) Tenant Notification Letters (the "Tenant Notices"), dated the date An original counterpart of the Closing, executed by Seller, and complying with applicable statutes in order Amendment to relieve Limited Partnership Agreement if Seller of liability for tenant security deposits (provided shall have elected to contribute the security deposits are paid Property to Purchaser), notifying the tenants . (vi) An original counterpart of each of the Real Property that Service Contracts, Leases and keys to the Property has been sold to Purchaser and directing the tenants to pay rentals to Purchaser (or Purchaser's designated agent); (f) the originals of all leases, lease files and, to the extent if in Seller's possession or under its control; (vii) Notices to each of the tenants and occupants of the Property of the transfer of the Property to Purchaser; (viii) To the extent they are in Seller's controlpossession, as built plans and a complete set of all plans, specifications and maintenance and service contracts that are to be assumed; (g) tenant estoppel certificates executed by all tenants listed on Exhibit I attached heretoas-built drawings, and at least seventyall building permits, certificates of occupancy, third-five percent (75%)party soil reports, as measured by floor area, of the remaining tenants of space in and environmental reports and studies relating to the Improvements; (ix) All warranties and operating manuals that Seller may have from vendors, in the form attached hereto as Exhibit J, and a representation and warranty by Seller as contractors or servicing agents with respect to the same matters for all leases shown on the Rent Roll for which no tenant estoppel certificate was obtained; (h) an updated Rent Roll, in the form physical condition of the Rent Roll attached hereto as Exhibit B, dated as of the date of Closing; (i) an affidavit that Seller is not a "foreign person" in the form attached as Exhibit F; (j) a master key or duplicate key for all locks in the Improvements; and (k) to the extent in the possession of Seller or Seller's property management company, all maintenance records and other non-proprietary files related to and located at the Property or at any portion thereof or the offices equipment located thereon; and (x) If the transaction is to be a Contribution, cash in the sum of the Security Deposits, the net prorations owing to Purchaser and Seller's property manager. Purchaser shall be responsible for obtaining an Owner's Title Insurance Policy provided, however, that Purchaser's obligation to proceed with the consummation of this transaction shall be conditioned upon there being no items listed on Schedule B share of the Title Insurance Policy other than those listed on Schedule B costs and expenses of the transaction (it being understood that Seller may elect to cause all such amounts to be credited to Purchaser and debited against the Purchase Price). (c) Upon delivery of the foregoing sums and documents, Escrow Agent shall cause Title Commitment Company to cause the Grant Deed to be recorded (as hereinafter definedby a special recording if necessary) that were either approved by Purchaser or as in the Official Records of Los Angeles County, California, and immediately to which objection has been waived by Purchaser in accordance with issue the provisions of Section 6.5 of this AgreementTitle Policy.

Closing Procedure. Seller shall execute and deliver or cause to be delivered: (a) At least one business day prior to the date of Closing, Purchaser shall have delivered to Escrow Agent counterpart executed originals of the following documents and the following sums of money required to be delivered by Purchaser hereunder: (i) The Purchase Price in the manner set forth in Paragraph 2; (ii) Such funds as may be necessary to comply with Purchaser's obligations hereunder regarding prorations, costs and expenses; and (iii) A signed counterpart of the Assignment of Leases and a Special Warranty Deedsigned counterpart of the Assignment of Service Contracts. (b) At least one business day prior to the date of Closing, Seller shall have delivered to Escrow Agent counterpart executed originals of the following documents: (i) The Grant Deed in the form of Exhibit "E" attached hereto as Exhibit C, proper for recording, conveying Seller's interest in the Real Property to Purchaser, subject, however, to: (i) restrictions as reported in the Title Commitment (defined in Section 6.5) or shown on the Survey (as defined in Section 6.4) and either approved by Purchaser or as to which objection has been waived by Purchaser, forming a part hereof; (ii) taxes not yet due and payable, (iii) the rights of lessees and licensees of space in the Improvements at the time of Closing (to the extent shown on the Rent Roll), and (iv) any encumbrances permitted by the terms of this Agreement; (b) a ▇A B▇▇▇ of Sale and General Assignment (the "B▇▇▇ of Sale") in the form of Exhibit "F" attached hereto as Exhibit D, dated as of covering the date of Closing, conveying to Purchaser any and all Personal Property; ; (ciii) an An Assignment and Assumption of Leases and Security Deposits Agreements (the "Assignment of Leases") substantially in the form and substance of Exhibit "G" attached hereto as Exhibit E, dated the date of Closing, assigning all of the landlord's right, title and interest in and to any tenant and other leases covering all or any portion of the Real Property and in and to any and all security deposits; forming a part hereof; (div) an An Assignment and Assumption of Borough of Camp Hill Agreement Service and Miscellaneous Rights and Agreements (the "Assignment and Assumption of Borough of Camp Hill AgreementService Contracts") assigning that certain Borough substantially in the form and substance of Camp Hill Agreement for Completion and Guarantee of Plan Improvements, a copy of which is Exhibit "H" attached hereto as Exhibit H; and forming a part hereof; (ev) Tenant Notification Letters (the "Tenant Notices"), dated the date An original counterpart of each of the ClosingService Contracts, executed by Seller, Leases and complying with applicable statutes in order keys to relieve Seller of liability for tenant security deposits (provided the security deposits are paid to Purchaser), notifying the tenants of the Real Property that the Property has been sold to Purchaser and directing the tenants to pay rentals to Purchaser (or Purchaser's designated agent); (f) the originals of all leases, lease files and, to the extent if in Seller's possession or under its control; (vi) Notices to each of the tenants and occupants of the Property of the transfer of the Property to Purchaser; (vii) To the extent they are in Seller's controlpossession, as built plans and a complete set of all plans, specifications and maintenance and service contracts that are to be assumed; (g) tenant estoppel certificates executed by all tenants listed on Exhibit I attached heretoas-built drawings, and at least seventyall building permits, certificates of occupancy, third-five percent (75%), as measured by floor area, of the remaining tenants of space in the Improvements, in the form attached hereto as Exhibit Jparty soil reports, and a representation environmental reports and warranty by Seller as studies relating to the same matters for all leases shown on the Rent Roll for which no tenant estoppel certificate was obtained; (h) an updated Rent Roll, in the form of the Rent Roll attached hereto as Exhibit B, dated as of the date of Closing; (i) an affidavit that Seller is not a "foreign person" in the form attached as Exhibit F; (j) a master key or duplicate key for all locks in the Improvements; and (viii) All warranties and (k) operating manuals that Seller may have from vendors, contractors or servicing agents with respect to the extent in the possession physical condition of Seller or Seller's property management company, all maintenance records and other non-proprietary files related to and located at the Property or at any portion thereof or the offices of Seller's property manager. Purchaser shall be responsible for obtaining an Owner's Title Insurance Policy provided, however, that Purchaser's obligation to proceed with the consummation of this transaction shall be conditioned upon there being no items listed on Schedule B equipment located thereon. (c) Upon delivery of the foregoing sums and documents, Escrow Agent shall cause Title Insurance Policy other than those listed on Schedule B Company to cause the Grant Deed to be recorded (by a special recording if necessary) in the Official Records of Los Angeles County, California, and immediately to issue the Title Commitment (as hereinafter defined) that were either approved by Purchaser or as to which objection has been waived by Purchaser in accordance with the provisions of Section 6.5 of this AgreementPolicy.