Common use of Deposit of Documents Clause in Contracts

Deposit of Documents. (a) At or before the Closing, Seller shall deposit into escrow the following items: (1) the duly executed and acknowledged Deed in the form attached hereto as Exhibit C conveying the Real Property to Buyer subject only to the Conditions of Title. Buyer may elect to cause Seller to deliver multiple deeds to one or more nominees as elected by Buyer; (2) four (4) duly executed counterparts of the B▇▇▇ of Sale in the form attached hereto as Exhibit D (the "B▇▇▇ of Sale") conveying the Tangible Personal Property to Buyer; (3) four (4) duly executed counterparts of an Assignment and Assumption of Leases, Service Contracts, Warranties and Other Intangible Property in the form attached hereto as Exhibit E pursuant to the terms of which Seller shall assign and Buyer shall assume all of Seller's obligations under the Leases and Service Contracts (the "Assignment of Leases"), and; (4) an updated copy of the Rent Roll, current as of the Closing Date, and certified by Seller to be true, correct and complete as of the Closing Date; (5) an affidavit pursuant to Section 1445(b)(2) of the Code, and on which Buyer is entitled to rely, that Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the Code. (b) At or before Closing, Buyer shall deposit into escrow the following items: (1) immediately available funds necessary to close this transaction, including, without limitation, the Purchase Price (less the Deposit and interest thereon net of investment fees, if any, and subject to the adjustments and prorations set forth in this Agreement) and funds sufficient to pay Buyer's closing costs and share of prorations hereunder; (2) four (4) duly executed counterparts of the B▇▇▇ of Sale; and (3) four (4) duly executed counterparts of the Assignment of Leases. (c) Seller and Buyer shall each execute and deposit a separate closing statement, such transfer tax declarations and such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the acquisition of the Property in accordance with the terms hereof. Seller and Buyer hereby designate Title Company as the "Reporting Person" for the transaction pursuant to Section 6045(e) of the Code and the regulations promulgated thereunder and agree to execute such documentation as is reasonably necessary to effectuate such designation. (d) On or prior to the Closing Date, Seller shall deliver or make available at the Property to Buyer: originals of the Leases to the extent in Seller's possession, or copies of any Leases not in Seller's possession together with an affidavit from Seller as to such copies being true and complete copies of the applicable Lease(s), copies of the tenant correspondence files (for the three (3) most recent years of Seller's ownership of the Property only and the current year), and originals of any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to Sections 2.1(b) or (e) above, to the extent in Seller's possession, except for Seller's general ledger and other internal books or records which shall be retained by Seller. Seller shall deliver possession of the Property to Buyer as required hereunder, subject to the rights of the Tenants, and shall deliver to Buyer or make available at the Property a set of keys to the Property on the Closing Date.

Deposit of Documents. (a) At or before the Closing, Seller shall deposit into escrow the following items: (1) the duly executed and acknowledged Deed in the form attached hereto as Exhibit C conveying the Real Property to Buyer subject only to the Conditions of Title. Buyer may elect to cause Seller to deliver multiple deeds to one or more nominees as elected by Buyer; (2) four (4) duly executed counterparts of the B▇▇▇▇ of Sale in the form attached hereto as Exhibit D (the "B“▇▇▇▇ of Sale") conveying the Tangible Personal Property to Buyer”); (3) four (4) duly executed counterparts of an Assignment and Assumption of Leases, Service Contracts, Warranties and Other Intangible Property in the form attached hereto as Exhibit E pursuant to the terms of which Seller shall assign and Buyer shall assume all of Seller's ’s obligations under the Leases Leases, Service Contracts, and Service Contracts other documents and agreements affecting the Property that accrue or arise on and after the date of the Closing (the "“Assignment of Leases"”), and; (4) an updated copy of the Rent Roll, current as of the Closing Date, and certified by Seller to be true, correct and complete as of the Closing Date; (5) an affidavit pursuant to Section 1445(b)(2) of the Code, and on which Buyer is entitled to rely, that Seller is not a "“foreign person" ” within the meaning of Section 1445(f)(3) of the Code; and (5) California 593-C Certificate. (b) At or before Closing, Buyer shall deposit into escrow the following items: (1) immediately available funds necessary to close this transaction, including, without limitation, the Purchase Price (less the Deposit and interest thereon net of investment fees, if any, and subject to the adjustments and prorations set forth in this Agreement) and funds sufficient to pay Buyer's ’s closing costs and share of prorations hereunder; (2) four (4) duly executed counterparts of the B▇▇▇▇ of Sale; and (3) four (4) duly executed counterparts of the Assignment of Leases. (c) Seller and Buyer shall each execute and deposit a separate closing statement, such transfer tax declarations and such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the acquisition of the Property in accordance with the terms hereof. Seller and Buyer hereby designate Title Company as the "“Reporting Person" ” for the transaction pursuant to Section 6045(e) of the Code and the regulations promulgated thereunder and agree to execute such documentation as is reasonably necessary to effectuate such designation. (d) On or prior to Within five (5) business days after the Closing Date, Seller shall deliver or make available at the Property to Buyer: originals of the Leases to the extent in Seller's ’s possession, or copies of any Leases not in Seller's ’s possession together with an affidavit from Seller as to such copies being true and complete copies of the applicable Lease(s), copies of the tenant correspondence files (for the three (3) most recent years of Seller's ’s ownership of the Property only and the current year), and originals of any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to Sections 2.1(b) or (e) above, to the extent in Seller's ’s possession, except for Seller's ’s general ledger and other internal books or records which shall be retained by Seller. Seller shall deliver possession of the Property to Buyer as required hereunder, subject to the rights of the Tenants, hereunder and shall deliver to Buyer or make available at the Property a set of keys to the Property on the Closing Date.

Deposit of Documents. (a) At or before least one (1) business day prior to the Closing, Seller shall deposit into escrow the Escrow the following items: (1i) the duly executed and acknowledged Deed conveying the Property to Buyer in the form attached hereto as Exhibit C conveying C. The Deed shall be recorded in the Real Property to Buyer subject only to Official Records of Santa ▇▇▇▇▇ County at the Conditions Closing, together with a separate statement regarding documentary transfer tax in the form attached hereto as Exhibit C-1, containing the information requested therein (the “Transfer Tax Statement”), which Transfer Tax Statement shall not be recorded as a public record in the Official Records of Title. Buyer may elect to cause Seller to deliver multiple deeds to one or more nominees as elected by BuyerSanta ▇▇▇▇▇ County, but shall be filed with the County Recorder of Santa ▇▇▇▇▇ County, California when the Deed is recorded in the Official Records; (ii) two (2) four (4) duly executed counterparts of an Assignment of Warranties, Guaranties and Intangible Property in the Bform attached hereto as Exhibit D (the “Assignment of Warranties”); (iii) a duly executed Affidavit in the form attached hereto as Exhibit E (“FIRPTA Affidavit”) in compliance with Section 1445 of the Internal Revenue Code of 1986, as amended, certifying that Seller is not a “foreign person” or otherwise subject to federal tax withholding in connection with this transaction; (iv) a duly executed Withholding Exemption Certificate in the form attached hereto as Exhibit F (“593-C”) in compliance with California law, certifying that Buyer is not required to withhold payment of any portion of the Purchase Price under California law in connection with this transaction; and (v) a duly executed ▇▇▇▇ of Sale in the form attached hereto as Exhibit D G (the "B“▇▇▇▇ of Sale") conveying the Tangible Personal Property to Buyer; (3) four (4) duly executed counterparts of an Assignment and Assumption of Leases, Service Contracts, Warranties and Other Intangible Property in the form attached hereto as Exhibit E pursuant to the terms of which Seller shall assign and Buyer shall assume all of Seller's obligations under the Leases and Service Contracts (the "Assignment of Leases"”), and; (4) an updated copy of the Rent Roll, current as of the Closing Date, and certified by Seller to be true, correct and complete as of the Closing Date; (5) an affidavit pursuant to Section 1445(b)(2) of the Code, and on which Buyer is entitled to rely, that Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the Code. (b) At or before least one (1) business day prior to the Closing, Buyer shall deposit into escrow the Escrow the following items: (1i) immediately available funds necessary to close this transaction, including, without limitation, the balance of the Purchase Price (less the Deposit and interest thereon net Buyer’s share of investment fees, if any, and subject to the adjustments and prorations set forth in this Agreement) and funds sufficient to pay Buyer's closing costs and share of prorations hereunder; (2) four (4) duly executed counterparts of the B▇▇▇ of Saleprorations; and (3ii) four two (42) duly executed counterparts of the Assignment of LeasesWarranties. (c) Buyer and Seller and Buyer shall each execute and deposit a separate closing statement, such transfer tax declarations and such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow Escrow and consummate the acquisition purchase and sale of the Property in accordance with the terms hereof. Seller and Buyer hereby designate Title Company as the "Reporting Person" for the transaction pursuant to Section 6045(e) of the Code and the regulations promulgated thereunder and agree to execute such documentation as is reasonably necessary to effectuate such designation. (d) On or prior to the Closing DateDate (or such other date as Buyer and Seller may otherwise agree in their sole and absolute discretion to consummate the Closing hereunder), Seller provided Title Company is in receipt of the documents, instruments and funds referred to in Section 10.3(a) and Section 10.3(b) above, Title Company shall consummate the Closing by recording the Deed and disbursing the Purchase Price less Seller’s share of closing costs and prorations to Seller. Promptly following the Closing, Title Company shall deliver or make available at the Property to Buyer: originals Seller and Buyer a fully executed original of the Leases Assignment of Warranties and Title Company shall deliver to Buyer the extent in Seller's possession, or copies of any Leases not in Seller's possession together with an affidavit from Seller as to such copies being true and complete copies original of the applicable Lease(s), copies ▇▇▇▇ of Sale and a copy of the tenant correspondence files (for the three (3) most recent years of FIRPTA Affidavit and 593-C executed by Seller's ownership of the Property only and the current year), and originals of any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to Sections 2.1(b) or . (e) aboveAt the Closing, to the extent in Seller's possession, except for Seller's general ledger and other internal books or records which shall be retained by Seller. Seller shall deliver possession of the Real Property to Buyer as required hereunderBuyer, subject to the rights Conditions of Title. In addition, at the TenantsClosing, and or promptly thereafter, Seller shall deliver to Buyer or make available at the Property a set of keys to the Property buildings located on the Closing DateLand in Seller’s possession or control.

Deposit of Documents. (aA) At or least one (1) business day before the Closing, Seller shall deposit into escrow the following items: (1) the duly executed and acknowledged Deed in the form attached hereto as Exhibit EXHIBIT C conveying the Real Property to Buyer subject only to the Conditions of Title. Buyer may elect to cause Seller to deliver multiple deeds to one or more nominees as elected by Buyer; (2) four (4) duly executed counterparts of the B▇▇▇ Bill of Sale in the form attached hereto as Exhibit EXHIBIT D (the "BBILL OF S▇▇▇ of Sale▇") conveying the Tangible Personal Property to Buyer); (3) four (4) duly executed counterparts execut▇▇ ▇ounterparts of an Assignment and Assumption of Leases, Service Contracts, Warranties and Other Intangible Property in the form attached hereto as Exhibit EXHIBIT E pursuant to the terms of which Seller shall assign and Buyer shall assume all of Seller's obligations under the Leases Leases, Service Contracts, and Service Contracts other documents and agreements affecting the Property (the "Assignment of LeasesASSIGNMENT OF LEASES"), and; (4) an updated copy of the Rent Roll, current as of the Closing Date, and certified by Seller to be true, correct and complete as of the Closing Date; (5) an affidavit pursuant to Section 1445(b)(2) of the Code, and on which Buyer is entitled to rely, that Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the Code; (5) a termination of Seller's existing property management and leasing agreement with Zeller and all other agreements with Zeller under which leasing commi▇▇▇▇▇▇ would otherwise be payable by ▇▇▇▇▇ to Zeller or its affiliates under the terms hereof (if any); (6) four (4) duly executed counterparts of a master lease between Buyer as landlord and Seller as tenant in the form attached hereto as EXHIBIT I (the "MASTER LEASE"); (7) Seller shall cause Zeller to execute and deposit into escrow four (4) counterparts of th▇ ▇▇▇▇e between Buyer as landlord and Zeller as tenant for the management office located in Suite 1700 of t▇▇ ▇▇▇lding in the form attached hereto as EXHIBIT J (the "MANAGEMENT OFFICE LEASE"); and (8) Seller shall cause Zeller to execute and deposit into escrow four (4) counterparts of a ▇▇▇▇▇▇ty management and leasing subcontract between HPT Management Services LP, a Texas limited partnership ("HPT"), as the property manager and leasing agent retained by Buyer, and Zeller, as manager and leasing agent designated by HPT, in the form a▇▇▇▇▇▇d hereto as EXHIBIT K (the "PROPERTY MANAGEMENT AND LEASING SUBCONTRACT"). (bB) At or least one (1) business day before Closing, Buyer shall deposit into escrow the following items:items (except for Buyer's funds which shall be deposited on the Closing Date): (1) immediately available funds necessary to close this transaction, including, without limitation, the Purchase Price (less the Deposit and interest thereon net of investment fees, if any, and subject to the adjustments and prorations set forth in this Agreement) and funds sufficient to pay Buyer's closing costs and share of prorations hereunder; (2) four (4) duly executed counterparts of the B▇▇▇ Bill of Sale; and; (3) four (4) duly executed counterparts ▇▇▇nterparts of the Assignment of Leases; (4) four (4) duly executed counterparts of the Master Lease; (5) four (4) duly executed counterparts of the Management Office Lease; and (6) four (4) duly executed counterparts of the Property Management and Leasing Subcontract. (cC) Seller and Buyer shall each execute and deposit a separate closing statement, statement and such transfer tax declarations declarations, title affidavits and such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the acquisition of the Property in accordance with the terms hereof. Seller and Buyer hereby designate Title Company as the "Reporting PersonREPORTING PERSON" for the transaction pursuant to Section 6045(e) of the Code and the regulations promulgated thereunder and agree to execute such documentation as is reasonably necessary to effectuate such designation. (dD) On or prior to the Closing Date, Seller shall deliver or make available at the Property to Buyer: originals of the Leases to the extent in Seller's possession, or copies of any Leases not in Seller's possession together with an affidavit from Seller as to such copies being true and complete copies of the applicable Lease(s), copies of the tenant correspondence files (for the three (3) most recent years of Seller's ownership of the Property only and the current year)files, and originals of any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to Sections 2.1(b) or (e) above, to the extent in Seller's possession, except for Seller's general ledger and other internal books or records that do not directly relate to the operation of the Property, which shall be retained by Seller. Seller shall deliver possession of the Property to Buyer as required hereunder, subject to the rights of the Tenants, hereunder and shall deliver to Buyer or make available at the Property a set of keys to the Property on the Closing Date.

Deposit of Documents. (a) At On or before prior to the ClosingClosing Date, Seller shall deposit has delivered, or caused to be delivered, into escrow with Title Company the following items:items (collectively, the “Seller’s Closing Deliveries”): (1i) the duly executed and acknowledged Deed in the form attached hereto as Exhibit C conveying the Real Property to Buyer subject only to the Conditions of Title. Buyer may elect to cause Seller to deliver multiple deeds to one or more nominees as elected by BuyerDeed; (ii) two (2) four (4) duly executed counterparts counterparts, as executed by Seller, of the B▇▇▇ of Sale in the form attached hereto as Exhibit D (the "B▇▇▇ of Sale") conveying the Tangible Personal Property to BuyerAssignment Agreement; (3iii) four two (42) duly executed counterparts counterparts, as executed by Tenant, of an Assignment and Assumption of Leases, Service Contracts, Warranties and Other Intangible Property in the form attached hereto as Exhibit E pursuant to the terms of which Seller shall assign and Buyer shall assume all of Seller's obligations under the Leases and Service Contracts (the "Assignment of Leases"), andLease Agreement; (4) an updated copy of the Rent Roll, current as of the Closing Date, and certified by Seller to be true, correct and complete as of the Closing Date; (5iv) an affidavit pursuant to Section 1445(b)(2) of the CodeInternal Revenue Code in the form attached hereto as Exhibit D, and on which Buyer is entitled to rely, that Seller is not a "“foreign person" ” within the meaning of Section 1445(f)(3) of the Internal Revenue Code; (v) three (3) duly executed counterparts, as executed by Optical Holding, Tenant and American Stock Transfer, of an escrow agreement in the form attached hereto as Exhibit G (the “Escrow Agreement”); (vi) two (2) duly executed counterparts, as executed by Coriant America Inc., of a guaranty in the form attached hereto as Exhibit H (the “Coriant America Guaranty”); (vii) two (2) duly executed counterparts, as executed by Coriant (USA) Inc., of a guaranty in the form attached hereto as Exhibit H (the “Coriant (USA) Guaranty”); (viii) two (2) duly executed counterparts, as executed by Optical Holding, of an agreement in the form attached hereto as Exhibit I (the “Optical Holding Agreement”); (ix) duly executed and delivered transfer documents as required pursuant to the applicable laws of the jurisdiction in which the Real Property is located; (x) such affidavits, documents and instruments as the Title Company may reasonably require to issue the Title Policy in accordance with this Agreement; (xi) evidence, in form and substance reasonably satisfactory to Buyer and the Title Company as to each of the following: (A) the good standing of Seller in the State of Delaware and the State of Illinois; (B) the authority of Seller to execute, deliver and perform this Agreement; and (C) the authority of the person signing this Agreement and the other Seller’s Closing Deliveries to execute this Agreement and such other documents on Seller’s behalf; (xii) an opinion from counsel reasonably satisfactory to Buyer and in form and substance reasonably satisfactory to Buyer as to the following matters (among others): the legal existence and good standing of Tenant, Coriant Guarantors and Optical Holding; the authority of Tenant to execute the Lease Agreement; the authority of Coriant Guarantors to execute the Coriant Guaranties; the enforceability of the Coriant Guarantees against the Coriant Guarantors; the authority of Optical Holding to execute the Optical Holding Agreement; and the enforceability of the Optical Holding Agreement against Optical Holding; and (xiii) two (2) duly executed counterparts, as executed by Seller, of this Agreement. (b) At On or before Closingprior to the Closing Date, Buyer shall deposit has delivered into escrow with Title Company the following items:items (collectively, the “Buyer’s Closing Deliveries”): (1i) immediately available the Purchase Price and any funds necessary to close this transaction, including, without limitation, the Purchase Price (less the Deposit and interest thereon net of investment fees, if any, and subject to the adjustments and prorations set forth in transaction contemplated by this Agreement) and funds sufficient to pay Buyer's closing costs and share of prorations hereunder; (ii) two (2) four (4) duly executed counterparts counterparts, as executed by Buyer, of the Assignment Agreement; (iii) two (2) duly executed counterparts, as executed by Buyer, of the Lease Agreement; (iv) three (3) duly executed counterparts, as executed by Buyer, of the Escrow Agreement; (v) duly executed and delivered transfer documents as required pursuant to the applicable laws of the jurisdiction in which the Real Property is located; (vi) evidence, in form and substance reasonably satisfactory to Seller as to each of the following: (A) the good standing of Buyer in the State of Maryland; (B▇▇▇ ) the authority of SaleBuyer to execute, deliver and perform this Agreement; and (C) the authority of the person signing this Agreement and the other Buyer’s Closing Deliveries to execute this Agreement and such other documents on Buyer’s behalf; and (3vii) four two (42) duly executed counterparts counterparts, as executed by Buyer, of the Assignment of Leasesthis Agreement. (c) Buyer and Seller and Buyer shall each execute and deposit a separate closing statement, such transfer tax declarations and such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the acquisition purchase and sale of the Property in accordance with the terms hereof. Buyer and Seller and Buyer hereby designate Title Company as the "“Reporting Person" ” for the transaction pursuant to Section 6045(e) of the Internal Revenue Code and the regulations U.S. Treasury Regulations promulgated thereunder and agree to execute such documentation as is reasonably necessary to effectuate such designationthereunder. (d) On or prior to the Closing Date, Seller shall deliver or make available at the Property to Buyer: originals of the Leases to the extent in Seller's possession, or copies of any Leases not in Seller's possession together with an affidavit from Seller as to such copies being true and complete copies of the applicable Lease(s), copies of the tenant correspondence files (for the three (3) most recent years of Seller's ownership of the Property only and the current year), and originals of any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to Sections 2.1(b) or (e) above, to the extent in Seller's possession, except for Seller's general ledger and other internal books or records which shall be retained by Seller. Seller shall deliver possession of the Property to Buyer as required hereunder, subject to the rights of the Tenants, and shall deliver to Buyer or make available at the Property a set of keys to the Property on the Closing Date.

Deposit of Documents. (a) At On or before the ClosingDecember 16, 1997 (the "Document Delivery Date"), at the offices of Seller's counsel (or such other time and location as the parties may agree) Seller shall deposit into escrow with the Title Company the following items:items (pursuant to escrow instructions reasonably acceptable to Seller and Buyer): (1i) the a duly executed and acknowledged Deed in the form attached hereto as Exhibit C conveying for the Real Property to Buyer subject only to the Conditions of Title. Buyer may elect to cause Seller to deliver multiple deeds to one or more nominees as elected by BuyerProperty; (2ii) four [intentionally omitted]; (4iii) [intentionally omitted] (iv) a duly executed counterparts counterpart of the Ba ▇▇▇▇ of Sale in the form attached hereto as Exhibit D (the "B▇▇▇ of Sale") conveying the Tangible Personal Property to Buyer; (3) four (4) duly executed counterparts of an Assignment and Assumption of Leases, Service Contracts, Warranties and Other Intangible for each Property in the form attached hereto as Exhibit E pursuant to (each, a "▇▇▇▇ of Sale"); (v) a duly executed counterpart of an Assignment and Assumption of Leases for each Property in the terms of which Seller shall assign and Buyer shall assume all of Seller's obligations under the Leases and Service Contracts form attached hereto as Exhibit F (the each, an "Assignment of Leases"), and; (4vi) a duly executed counterpart of an updated copy Assignment and Assumption of Contracts, Warranties and Guaranties and Other Intangible Property for each Property in the Rent Rollform attached hereto as Exhibit G (each, current as an "Assignment of the Closing Date, and certified by Seller to be true, correct and complete as of the Closing DateContracts"); (5vii) a duly executed counterpart of an agreement designating the Title Company as the "Reporting Person" for the transaction contemplated hereby pursuant to Section 6045(e) of the Federal Code and the regulations promulgated thereunder, substantially in the form of Exhibit H attached hereto (the "Designation Agreement"); (viii) a duly executed counterpart of such disclosures and reports (including withholding certificates) as are required by applicable state and local law in connection with the conveyance of the Properties; (ix) the Seller's affidavit to the Title Company, in the form of Exhibit L attached hereto (the "Seller's Affidavit"); and (x) an affidavit pursuant to Section 1445(b)(2) of the Code, and on which Buyer is entitled to rely, that Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the Code. (b) At On or before Closingthe Document Delivery Date, at the offices of Seller's counsel (or such other time and location as the parties may agree), Buyer shall deposit into escrow with the Title Company the following items:items (pursuant to escrow instructions reasonably acceptable to Seller and Buyer): (1i) immediately available funds necessary to close this transaction, including, without limitation, the Purchase Price (less the Deposit and interest thereon net of investment fees, if any, and subject to the adjustments and prorations set forth in this Agreement) and funds sufficient to pay Buyer's closing costs and share of prorations hereunder[intentionally omitted]; (2ii) four (4) a duly executed counterparts counterpart of the Beach ▇▇▇▇ of Sale; (iii) a duly executed counterparts of each Assignment of Leases; (iv) a duly executed counterpart of each Assignment of Contracts; (v) a duly executed counterpart of the Designation Agreement (vi) a duly executed counterpart of Buyer's As-Is Certificate and Agreement, substantially in the form of Exhibit I attached hereto; and (3vii) four (4) a duly executed counterparts counterpart of such disclosures and reports as are required by applicable state and local law in connection with the conveyance of the Assignment of LeasesProperties. (c) Seller and On the morning of the Closing Date, Buyer shall effect a wire transfer of federal funds to the Title Company's escrow account (in accordance with the wiring instructions set forth on Schedule 2.2.1) in an amount equal to the sum of (i) the Purchase Price and (ii) the amount (if any) of the costs, expenses and adjustments payable by Buyer under this Agreement. The amount of the funds to be wired to the Title Company's escrow account shall be reduced by the Deposit (including all interest thereon). After Seller's confirmation of receipt of the Purchase Price (as reduced by the costs, expenses, prorations and adjustments payable by Seller under this Agreement) by wire transfer of federal funds by the Title Company to one or more accounts designated by Seller: (i) the Title Company shall be authorized to record the Deed for the Real Property, (ii) the Title Company shall deliver to Buyer all other documents and instruments received by it which, in accordance with the terms of this Agreement, are to be delivered by Seller to Buyer on the Closing Date, and (iii) the Title Company shall deliver to Buyer all other documents and instruments received by it which, in accordance with the terms of this Agreement are to be delivered by Buyer to Seller on the Closing Date. Buyer and Seller shall each execute and deposit a separate closing statement, such transfer tax declarations and such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the acquisition purchase and sale of the Property Properties in accordance with the terms hereof. ; provided, that Seller and Buyer hereby designate Title Company as shall not be required to provide any indemnities or affidavits or to escrow any funds other than the "Reporting Person" for the transaction pursuant to Section 6045(e) of the Code and the regulations promulgated thereunder and agree to execute such documentation as is reasonably necessary to effectuate such designationSeller's Affidavit. (d) On or prior to the Closing Date, Seller shall deliver or make available at the Property to Buyer: Buyer originals of the Leases to the extent in Seller's possession(or, or copies of any Leases if originals are not in Seller's possession together with an affidavit from Seller as to such copies being true and complete copies of the applicable Lease(savailable, copies), copies of the tenant correspondence files of the Real Properties in Seller's possession, a set of keys to each Real Property and originals (for or copies, if originals are not available) of any other items in Seller's possession relating to the three use, ownership, operation, maintenance, leasing, repair, alteration, management or development of the Real Properties, on the Closing Date (3) most recent years at such location as Buyer and Seller shall mutually agree). Following the Closing, Buyer shall make all Leases, Contracts, other documents, books, records and any other materials in its possession, to the extent the same relate to the period of Seller's ownership of the Property only and the current year)Properties, and originals of any other items which available to Seller was required to furnish Buyer copies of or make available its representatives for inspection and/or copying at the Property pursuant to Sections 2.1(b) or Buyer's offices (e) above, to the extent in at Seller's possession, except for Seller's general ledger sole cost and other internal books or records which shall be retained by Seller. Seller shall deliver possession of the Property to Buyer as required hereunder, subject to the rights of the Tenants, expense) at reasonable times and shall deliver to Buyer or make available at the Property a set of keys to the Property on the Closing Dateupon reasonable notice.

Deposit of Documents. (a) At On or before the ClosingDecember 16, 1997 (the "Document Delivery Date"), at the offices of Seller's counsel (or such other time and location as the parties may agree) Seller shall deposit into escrow with the Title Company the following items:items (pursuant to escrow instructions reasonably acceptable to Seller and Buyer): (1i) the a duly executed and acknowledged Deed in the form attached hereto as Exhibit C conveying the for each Real Property to Buyer subject only to the Conditions of Title. Buyer may elect to cause Seller to deliver multiple deeds to one or more nominees as elected by BuyerProperty; (2ii) four [intentionally omitted]; (4iii) [intentionally omitted] (iv) a duly executed counterparts counterpart of the Ba ▇▇▇▇ of Sale in the form attached hereto as Exhibit D (the "B▇▇▇ of Sale") conveying the Tangible Personal Property to Buyer; (3) four (4) duly executed counterparts of an Assignment and Assumption of Leases, Service Contracts, Warranties and Other Intangible for each Real Property in the form attached hereto as Exhibit E pursuant to (each, a "▇▇▇▇ of Sale"); (v) a duly executed counterpart of an Assignment and Assumption of Leases for each Real Property in the terms of which Seller shall assign and Buyer shall assume all of Seller's obligations under the Leases and Service Contracts form attached hereto as Exhibit F (the each, an "Assignment of Leases"), and; (4vi) a duly executed counterpart of an updated copy Assignment and Assumption of Contracts, Warranties and Guaranties and Other Intangible Property for each Real Property in the Rent Rollform attached hereto as Exhibit G (each, current as an "Assignment of the Closing Date, and certified by Seller to be true, correct and complete as of the Closing DateContracts"); (5vii) a duly executed counterpart of an agreement designating the Title Company as the "Reporting Person" for the transaction contemplated hereby pursuant to Section 6045(e) of the Federal Code and the regulations promulgated thereunder, substantially in the form of Exhibit H attached hereto (the "Designation Agreement"); (viii) a duly executed counterpart of such disclosures and reports (including withholding certificates) as are required by applicable state and local law in connection with the conveyance of the Properties; (ix) the Seller's affidavit to the Title Company, in the form of Exhibit L attached hereto (the "Seller's Affidavit"); and (x) an affidavit pursuant to Section 1445(b)(2) of the Code, and on which Buyer is entitled to rely, that Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the Code. (b) At On or before Closingthe Document Delivery Date, at the offices of Seller's counsel (or such other time and location as the parties may agree), Buyer shall deposit into escrow with the Title Company the following items:items (pursuant to escrow instructions reasonably acceptable to Seller and Buyer): (1i) immediately available funds necessary to close this transaction, including, without limitation, the Purchase Price (less the Deposit and interest thereon net of investment fees, if any, and subject to the adjustments and prorations set forth in this Agreement) and funds sufficient to pay Buyer's closing costs and share of prorations hereunder[intentionally omitted]; (2ii) four (4) a duly executed counterparts counterpart of the Beach ▇▇▇▇ of Sale; (iii) a duly executed counterparts of each Assignment of Leases; (iv) a duly executed counterpart of each Assignment of Contracts; (v) a duly executed counterpart of the Designation Agreement (vi) a duly executed counterpart of Buyer's As-Is Certificate and Agreement, substantially in the form of Exhibit I attached hereto; and (3vii) four (4) a duly executed counterparts counterpart of such disclosures and reports as are required by applicable state and local law in connection with the conveyance of the Assignment of LeasesProperties. (c) Seller and On the morning of the Closing Date, Buyer shall effect a wire transfer of federal funds to the Title Company's escrow account (in accordance with the wiring instructions set forth on Schedule 2.2.1) in an amount equal to the sum of (i) the Purchase Price and (ii) the amount (if any) of the costs, expenses and adjustments payable by Buyer under this Agreement. The amount of the funds to be wired to the Title Company's escrow account shall be reduced by the Deposit (including all interest thereon). After Seller's confirmation of receipt of the Purchase Price (as reduced by the costs, expenses, prorations and adjustments payable by Seller under this Agreement) by wire transfer of federal funds by the Title Company to one or more accounts designated by Seller: (i) the Title Company shall be authorized to record the Deed for each execute Real Property, (ii) the Title Company shall deliver to Buyer all other documents and instruments received by it which, in accordance with the terms of this Agreement, are to be delivered by Seller to Buyer on the Closing Date, and (iii) the Title Company shall deliver to Buyer all other documents and instruments received by it which, in accordance with the terms of this Agreement are to be delivered by Buyer to Seller on the Closing Date. Buyer and Seller shall each deposit a separate closing statement, such transfer tax declarations and such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the acquisition purchase and sale of the Property Properties in accordance with the terms hereof. Seller and Buyer hereby designate Title Company as the "Reporting Person" for the transaction pursuant to Section 6045(e) of the Code and the regulations promulgated thereunder and agree to execute such documentation as is reasonably necessary to effectuate such designation. (d) On or prior to the Closing Date; provided, that Seller shall deliver not be required to provide any indemnities or make available at affidavits or to escrow any funds other than the Property to Buyer: originals of the Leases to the extent in Seller's possession, or copies of any Leases not in Seller's possession together with an affidavit from Seller as to such copies being true and complete copies of the applicable Lease(s), copies of the tenant correspondence files (for the three (3) most recent years of Seller's ownership of the Property only and the current year), and originals of any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to Sections 2.1(b) or (e) above, to the extent in Seller's possession, except for Seller's general ledger and other internal books or records which shall be retained by Seller. Seller shall deliver possession of the Property to Buyer as required hereunder, subject to the rights of the Tenants, and shall deliver to Buyer or make available at the Property a set of keys to the Property on the Closing DateAffidavit.

Deposit of Documents. (a) At On or before the ClosingDecember 16, 1997 (the "Document Delivery Date"), at the offices of Seller's counsel (or such other time and location as the parties may agree) Seller shall deposit into escrow with the Title Company the following items:items (pursuant to escrow instructions reasonably acceptable to Seller and Buyer): (1i) the a duly executed and acknowledged Deed in the form attached hereto as Exhibit C conveying for the Real Property to Buyer subject only to the Conditions of Title. Buyer may elect to cause Seller to deliver multiple deeds to one or more nominees as elected by BuyerProperty; (2ii) four [intentionally omitted]; (4iii) [intentionally omitted] (iv) a duly executed counterparts counterpart of the Ba ▇▇▇▇ of Sale in the form attached hereto as Exhibit D E (the each, a "B▇▇▇▇ of Sale") conveying the Tangible Personal Property to Buyer); (3v) four (4) a duly executed counterparts counterpart of an Assignment and Assumption of Leases in the form attached hereto as Exhibit F (each, an "Assignment of Leases, Service "); (vi) a duly executed counterpart of an Assignment and Assumption of Contracts, Warranties and Guaranties and Other Intangible Property in the form attached hereto as Exhibit E G (each, an "Assignment of Contracts"); (vii) a duly executed counterpart of an agreement designating the Title Company as the "Reporting Person" for the transaction contemplated hereby pursuant to Section 6045(e) of the terms Federal Code and the regulations promulgated thereunder, substantially in the form of which Seller shall assign and Buyer shall assume all of Seller's obligations under the Leases and Service Contracts Exhibit H attached hereto (the "Assignment of LeasesDesignation Agreement"), and; (4viii) an updated copy a duly executed counterpart of such disclosures and reports (including withholding certificates) as are required by applicable state and local law in connection with the conveyance of the Rent Roll, current as of the Closing Date, and certified by Seller to be true, correct and complete as of the Closing DateProperty; (5ix) the Seller's affidavit to the Title Company, in the form of Exhibit L attached hereto (the "Seller's Affidavit"); and (x) an affidavit pursuant to Section 1445(b)(2) of the Code, and on which Buyer is entitled to rely, that Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the Code. (b) At On or before Closingthe Document Delivery Date, at the offices of Seller's counsel (or such other time and location as the parties may agree), Buyer shall deposit into escrow with the Title Company the following items:items (pursuant to escrow instructions reasonably acceptable to Seller and Buyer): (1i) immediately available funds necessary to close this transaction, including, without limitation, the Purchase Price (less the Deposit and interest thereon net of investment fees, if any, and subject to the adjustments and prorations set forth in this Agreement) and funds sufficient to pay Buyer's closing costs and share of prorations hereunder[intentionally omitted]; (2ii) four (4) a duly executed counterparts counterpart of the Beach ▇▇▇▇ of Sale; (iii) a duly executed counterparts of each Assignment of Leases; (iv) a duly executed counterpart of each Assignment of Contracts; (v) a duly executed counterpart of the Designation Agreement (vi) a duly executed counterpart of Buyer's As-Is Certificate and Agreement, substantially in the form of Exhibit I attached hereto; and (3vii) four (4) a duly executed counterparts counterpart of such disclosures and reports as are required by applicable state and local law in connection with the conveyance of the Assignment of LeasesProperty. (c) Seller and On the morning of the Closing Date, Buyer shall effect a wire transfer of federal funds to the Title Company's escrow account (in accordance with the wiring instructions set forth on Schedule 2.2.1) in an amount equal to the sum of (i) the Purchase Price and (ii) the amount (if any) of the costs, expenses and adjustments payable by Buyer under this Agreement. The amount of the funds to be wired to the Title Company's escrow account shall be reduced by the Deposit (including all interest thereon). After Seller's confirmation of receipt of the Purchase Price (as reduced by the costs, expenses, prorations and adjustments payable by Seller under this Agreement) by wire transfer of federal funds by the Title Company to one or more accounts designated by Seller: (i) the Title Company shall be authorized to record the Deed for the Real Property, (ii) the Title Company shall deliver to Buyer all other documents and instruments received by it which, in accordance with the terms of this Agreement, are to be delivered by Seller to Buyer on the Closing Date, and (iii) the Title Company shall deliver to Buyer all other documents and instruments received by it which, in accordance with the terms of this Agreement are to be delivered by Buyer to Seller on the Closing Date. Buyer and Seller shall each execute and deposit a separate closing statement, such transfer tax declarations and such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the acquisition purchase and sale of the Property in accordance with the terms hereof. ; provided, that Seller and Buyer hereby designate Title Company as shall not be required to provide any indemnities or affidavits or to escrow any funds other than the "Reporting Person" for the transaction pursuant to Section 6045(e) of the Code and the regulations promulgated thereunder and agree to execute such documentation as is reasonably necessary to effectuate such designationSeller's Affidavit. (d) On or prior to the Closing Date, Seller shall deliver or make available at the Property to Buyer: Buyer originals of the Leases to the extent in Seller's possession(or, or copies of any Leases if originals are not in Seller's possession together with an affidavit from Seller as to such copies being true and complete copies of the applicable Lease(savailable, copies), copies of the tenant correspondence files (for the three (3) most recent years of Seller's ownership of the Real Property only and the current year), and originals of any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to Sections 2.1(b) or (e) above, to the extent in Seller's possession, except for Seller's general ledger and other internal books or records which shall be retained by Seller. Seller shall deliver possession of the Property to Buyer as required hereunder, subject to the rights of the Tenants, and shall deliver to Buyer or make available at the Property a set of keys to the Real Property on the Closing Date.and originals (or copies, if originals are not

Deposit of Documents. (a) At or before the Closing, Seller shall deposit into escrow the following items: (1) the duly executed and acknowledged Deed in the form attached hereto as Exhibit C conveying the Real Property to Buyer subject only to the Conditions of Title. Buyer may elect to cause Seller to deliver multiple deeds to one or more nominees as elected by Buyer; (2) four (4) duly executed counterparts of the B▇▇▇▇ of Sale in the form attached hereto as Exhibit D (the "B▇▇▇▇ of Sale") conveying the Tangible Personal Property to Buyer); (3) four (4) duly executed counterparts of an Assignment and Assumption of Leases, Service Contracts, Warranties and Other Intangible Property in the form attached hereto as Exhibit E pursuant to the terms of which Seller shall assign and Buyer shall assume all of Seller's obligations under the Leases and Leases, Service Contracts (except to the extent terminated pursuant to Section 8.5 below), and other documents and agreements affecting the Property (the "Assignment of Leases"), and; (4) an updated copy of the Rent Roll, current as of the Closing Date, and certified by Seller to be true, correct and complete as of the Closing DateSeller's Title Affidavit; (5) an affidavit pursuant to Section 1445(b)(2) of the Code, and on which Buyer is entitled to rely, that Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the Code; (6) a completed California Form 593-C Certificate (Real Estate Withholding Certificate); and (7) a certificate executed by Seller certifying that, except as may be qualified by any Exception Matter, all representations and warranties of Seller set forth in this Agreement continue to be true, correct and complete as of the Closing Date. (b) At or before Closing, Buyer shall deposit into escrow the following items: (1) immediately available funds necessary to close this transaction, including, without limitation, the Purchase Price (less the Deposit and interest thereon net of investment fees, if any, and subject to the adjustments and prorations set forth in this Agreement) and funds sufficient to pay Buyer's closing costs and share of prorations hereunder; (2) four (4) duly executed counterparts of the B▇▇▇▇ of Sale; and (3) four (4) duly executed counterparts of the Assignment of Leases. (c) Seller and Buyer shall each execute and deposit a separate closing statement, such transfer tax declarations and such other instruments (including, without limitation, organizational documents and evidence of authority) as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the acquisition of the Property in accordance with the terms hereof. Seller and Buyer hereby designate Title Company as the "Reporting Person" for the transaction pursuant to Section 6045(e) of the Code and the regulations promulgated thereunder and agree to execute such documentation as is reasonably necessary to effectuate such designation. (d) On or prior to the Closing DateDate or within two (2) business days after Closing, Seller shall deliver or make available at the Property to Buyer: originals of the Leases to the extent in Seller's possession, or copies of any Leases not in Seller's possession together with an affidavit from Seller as to such copies being true and complete copies of the applicable Lease(s), copies of the tenant correspondence files (for the three (3) most recent years of Seller's ownership of the Property only and the current year), all keys for the Property, originals of all tenant estoppel certificates to the extent not already delivered, and originals of any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to Sections 2.1(b) or (eSection 3.1(a) above, to the extent in Seller's possession, except for Seller's general ledger and other internal books or records which shall be retained by Seller. Seller shall deliver possession of the Property to Buyer as required hereunder, subject to the rights of the Tenants, hereunder and shall deliver to Buyer or make available at the Property a set of keys to the Property on the Closing Date.

Deposit of Documents. (a) At or before the Closing, Seller shall deposit into escrow the following items: (1) the duly executed and acknowledged Deed in the form attached hereto as Exhibit C conveying the Real Property from Seller to Buyer or its assignee subject only to the Conditions of Title. Buyer may elect to cause Seller to deliver multiple deeds to one or more nominees as elected by Buyer; (2) four (4) duly executed counterparts of the B▇▇▇ of Sale in the form attached hereto as Exhibit D H (the "“B▇▇▇ of Sale") conveying the Tangible Personal Property to Buyer”); (3) four (4) duly executed counterparts of an Assignment and Assumption of Leases, Service Contractsin the form attached hereto as Exhibit I-1 pursuant to the terms of which Buyer shall assume all of Seller’s obligations under the Lease, (the “Lease Assignment”); (4) four (4) duly executed counterparts of an Assignment and Assumption of Warranties and Other Intangible Property in the form attached hereto as Exhibit E I-2 pursuant to the terms of which Seller shall assign and Buyer shall assume all of Seller's ’s obligations under the Leases Warranties and Service Contracts Other Intangible Property and other documents and agreements affecting the Property (the "Assignment of Leases"“General Assignment”), and; (4) an updated copy of the Rent Roll, current as of the Closing Date, and certified by Seller to be true, correct and complete as of the Closing Date; (5) an affidavit a FIRPTA Affidavit in the form required by Section 1445 of the Internal Revenue Code; (6) the Owner’s Affidavit; (7) one (1) duly executed Tenant Notice; (8) either (i) evidence of bulk sales tax clearance from the State of Illinois (in the form of a bulk sales stop order or release or similar document issued by the State of Illinois), or (ii) one (1) Bulk Sales Indemnity pursuant to Section 1445(b)(29.15 below; (9) A “Closing Statement” in form reasonably satisfactory to the parties reflecting the prorations and apportionments of the Code, Purchase Price as required by the terms and on which Buyer is entitled provisions contained in this Agreement (the “Closing Statement”); (10) any necessary transfer or recording tax or stamp declarations or forms required to rely, be signed by Seller with respect to the transactions contemplated under this Agreement; (11) All access codes related to the Property; and, (12) A bring down certificate certifying that Seller is not a "foreign person" within the meaning of representations and warranties set forth in Section 1445(f)(3) 3.1 above remain true and correct in all material respects as of the CodeClosing Date or advising Buyer of any material changes to the same, duly executed by the Seller. (b) At or before Closing, Buyer shall deposit into escrow the following items: (1) immediately available funds necessary to close this transaction, including, without limitation, the Purchase Price (less the Deposit and interest thereon net of investment fees, if any, and subject to the adjustments and prorations set forth in this Agreement) and funds sufficient to pay Buyer's ’s closing costs and share of prorations hereunder; (2) four (4) duly executed counterparts of the B▇▇▇ of Sale; andLease Assignment; (3) four (4) duly executed counterparts of the Assignment General Assignment; (4) two (2) duly executed counterparts of Leasesthe Closing Statement; and (5) any necessary transfer or recording tax or stamp declarations or forms required to be signed by Buyer with respect to the transactions contemplated under this Agreement. (c) Seller and Buyer shall each execute and deposit a separate closing statement, such transfer tax declarations and such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the acquisition of the Property in accordance with the terms hereof. Seller and Buyer hereby designate Title Company as the "“Reporting Person" ” for the transaction pursuant to Section 6045(e) of the Code and the regulations promulgated thereunder and agree to execute such documentation as is reasonably necessary to effectuate such designation. (d) On All documents required to be delivered at or prior to the Closing in accordance with the provisions of this Section 8.3 shall be (i) in the form attached to this Agreement as provided herein or (ii) in form reasonably satisfactory to each of the parties hereto and their respective counsel. Any documents, including deeds or other instruments of assignment or conveyance, intended to be recorded in any public office, shall be in recordable form. (e) Seller shall deliver possession of the Property, subject to the Lease and the rights of Tenant thereunder and the Conditions of Title, to Buyer or Buyer’s nominee at the Closing. Seller shall also coordinate with Buyer to deliver all keys with respect to the Property promptly after Closing (f) Within one (1) business days prior to the Closing Date, Seller shall deliver or make available at the Property to Buyer: originals (or copies provided a fully signed original is not available) of the Leases to Lease, the extent in Seller's possession, or copies of any Leases not in Seller's possession together with an affidavit from Seller as to such copies being true and complete copies of the applicable Lease(s), copies of the tenant Tenant correspondence files (for the three (3) most recent years of during Seller's ’s ownership of the Property only and the current yearProperty), and originals of any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to Sections 2.1(b) or (e) above, to the extent in Seller's ’s possession, except for Seller's ’s original general ledger and other original internal books or records which shall be retained by Seller. Seller shall deliver possession of the Property to Buyer as required hereunder, subject to the rights of the Tenants, and shall deliver to Buyer or make available at the Property a set of keys to the Property on the Closing Date.

Deposit of Documents. (a) At or before the Closing, Seller shall deposit into escrow the following items:items (collectively, the “Closing Documents”): (1) the duly executed and acknowledged Deed in the form attached hereto as Exhibit C conveying the Real Property to Buyer subject only to the Conditions of Title. Buyer may elect to cause Seller to deliver multiple deeds to one or more nominees as elected by Buyer; (2) four (4) duly executed counterparts of the B▇▇▇▇ of Sale in the form attached hereto as Exhibit D (the "B“▇▇▇▇ of Sale") conveying the Tangible Personal Property to Buyer”); (3) four (4) duly executed counterparts of an Assignment and Assumption of Leases, Service Contracts, Warranties and Other Intangible Property in the form attached hereto as Exhibit E pursuant to the terms of which Seller shall assign and Buyer shall assume all of Seller's ’s obligations under the Leases Leases, Service Contracts, and Service Contracts other documents and agreements affecting the Property (the "“Assignment of Leases"”), ; and; (4) an updated copy of the Rent Roll, current as of the Closing Date, and certified by Seller to be true, correct and complete as of the Closing Date; (5) an affidavit pursuant to Section 1445(b)(2) of the Code, and on which Buyer is entitled to rely, that Seller is not a "“foreign person" ” within the meaning of Section 1445(f)(3) of the Code. (5) a certificate of title from Seller in the form attached hereto as Exhibit I (the “Title Certificate”). (6) a certificate, dated as of the Closing Date, stating that the representations and warranties of Seller contained in this Agreement are true and correct in all material respects as of the Closing, except for any updates or exceptions to the representations and warranties, subject to all of the provisions of Article III and Section 8.2(b) of this Agreement. (b) At or before Closing, Buyer shall deposit into escrow the following items: (1) immediately available funds necessary to close this transaction, including, without limitation, the Purchase Price (less the Deposit and interest thereon net of investment fees, if any, and subject to the adjustments and prorations set forth in this Agreement) and funds sufficient to pay Buyer's ’s closing costs and share of prorations hereunder; (2) four (4) duly executed counterparts of the B▇▇▇▇ of Sale; and (3) four (4) duly executed counterparts of the Assignment of Leases. (4) a certificate, dated as of the Closing Date, stating that the representations and warranties of Buyer contained in this Agreement are true and correct in all material respects as of the Closing, subject to all of the provisions of Article III and Section 8.2(c) of this Agreement. (c) Seller and Buyer shall each execute and deposit a separate closing statement, such transfer tax declarations and such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the acquisition of the Property in accordance with the terms hereof. Seller and Buyer hereby designate Title Company as the "Reporting Person" for the transaction pursuant to Section 6045(e) of the Code and the regulations promulgated thereunder and agree to execute such documentation as is reasonably necessary to effectuate such designation. (d) On or prior to Within five (5) business days after the Closing Date, Seller shall deliver or make available at the Property to Buyer: originals of the Leases Lease to the extent in Seller's ’s possession, or copies of any Leases Lease not in Seller's ’s possession together with an affidavit from Seller as to such copies being true and complete copies of the applicable Lease(s), copies of the tenant correspondence files (for the three (3) most recent years of Seller's ’s ownership of the Property only and the current year), and originals of any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to Sections 2.1(b) or (e) above, to the extent in Seller's ’s possession, except for Seller's ’s general ledger and other internal books or records which shall be retained by Seller. Seller shall deliver possession of the Property to Buyer as required hereunder, subject to the rights of the Tenants, hereunder and shall deliver to Buyer or make available at the Property a set of keys to the Property on the Closing Date. This Section 8.3(d) shall survive Closing.

Deposit of Documents. (a) At or before the Closing, Seller shall deposit into escrow the following items: (1) the duly executed and acknowledged Deed in the form attached hereto as Exhibit C conveying the Real Property to Buyer subject only to the Conditions of Title. Buyer may elect to cause Seller to deliver multiple deeds to one or more nominees as elected by Buyer; (2) four two (42) duly executed counterparts of the Zynga Lease in the form attached hereto as Exhibit L; (3) two (2) duly executed counterparts of the B▇▇▇ of Sale in the form attached hereto as Exhibit D (the "“B▇▇▇ of Sale") conveying the Tangible Personal Property to Buyer”); (34) four two (42) duly executed counterparts of an Assignment and Assumption of Leases, Service Contracts, Warranties and Other Intangible Property in the form attached hereto as Exhibit E pursuant to the terms of which Seller shall assign and Buyer shall assume all of Seller's ’s obligations under the Leases Leases, Service Contracts, and Service Contracts other documents and agreements affecting the Property (the "“Assignment of Leases"”), and; (4) an updated copy of the Rent Roll, current as of the Closing Date, and certified by Seller to be true, correct and complete as of the Closing Date; (5) an affidavit pursuant to Section 1445(b)(2) of the Code, and on which Buyer is entitled to rely, that Seller is not a "“foreign person" ” within the meaning of Section 1445(f)(3) of the Code; (6) an owner’s declaration in the form attached hereto as Exhibit O (the “Owner’s Declaration”); (7) fully executed, assignment of any Letters of Credit (as defined in Section 8.5(a) below), including any required bank guaranties or approvals; (8) California 593-C Certificate; and (9) two (2) original versions of Form 8875 (as defined in Section 9.22 below), duly executed by Zynga. (b) At or before Closing, Buyer shall deposit into escrow the following items: (1) immediately available funds necessary to close this transaction, including, without limitation, the Purchase Price (less the Deposit and interest thereon net of investment fees, if any, and subject to the adjustments and prorations set forth in this Agreement) and funds sufficient to pay Buyer's ’s closing costs and share of prorations hereunder; (2) four two (42) duly executed counterparts of the Zynga Lease; (3) two (2) duly executed counterparts of the B▇▇▇ of Sale; and (34) four two (42) duly executed counterparts of the Assignment of Leases. (c) Seller and Buyer shall each execute and deposit a separate closing statement, such transfer tax declarations and such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the acquisition of the Property in accordance with the terms hereof. Seller and Buyer hereby designate Title Company as the "“Reporting Person" ” for the transaction pursuant to Section 6045(e) of the Code and the regulations promulgated thereunder and agree to execute such documentation as is reasonably necessary to effectuate such designation. (d) On or prior to Within five (5) business days after the Closing Date, Seller shall deliver or make available at the Property to Buyer: originals of the Leases to the extent in Seller's ’s possession, or copies of any Leases not in Seller's possession together with an affidavit from Seller as to such copies being true and complete copies of the applicable Lease(s)’s possession, copies of the tenant correspondence files (for the three (3) most recent years of Seller's ’s ownership of the Property only and the current year), and originals of any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to Sections 2.1(b) or (e) above, to the extent in Seller's ’s possession, except for Seller's ’s general ledger and other internal books or records which shall be retained by Seller. Seller shall deliver possession of the Property to Buyer as required hereunder, subject to the rights of the Tenants, hereunder and shall deliver to Buyer or make available at the Property a set of keys to the Property on the Closing Date.

Deposit of Documents. (a) At or before the Closing, Seller shall deposit into escrow the following items: (1i) the duly executed and acknowledged Deed in the form attached hereto as Exhibit C conveying the Real Property to Buyer Buyer, subject only to the Conditions of Title. Buyer may elect to cause Seller to deliver multiple deeds to one or more nominees as elected by BuyerPermitted Exceptions; (ii) two (2) four (4) duly executed counterparts of the B▇▇▇ of Sale in the form attached hereto as Exhibit D (the "B▇▇▇ of Sale") conveying the Tangible Personal Property to Buyer; (3iii) four two (42) duly executed counterparts of an the Assignment and Assumption of Leases, Service Contracts, Warranties and Other Intangible Property in the form attached hereto as Exhibit E pursuant to the terms of which Seller shall assign and Buyer shall assume all of Seller's obligations under the Leases and Service Contracts (the "Assignment of Leases"), and; (4iv) an updated copy two (2) duly executed counterparts of the Rent Roll, current Assignment and Assumption of Contracts with respect to the Service Contracts that Buyer does not request that Seller terminate as of the Closing Date, and certified by Seller to be true, correct and complete as of Date (the Closing Date“Assumed Contracts”); (5v) a certified rent roll; (vi) an affidavit pursuant to Section 1445(b)(2) of the CodeFederal Code in the form attached hereto as Exhibit G, and on which Buyer is entitled to rely, that Seller is not a "“foreign person" ” within the meaning of Section 1445(f)(3) of the Federal Code; (vii) an authorizing resolution and an incumbency certificate and such other documents as may be reasonably necessary to evidence the authority and capacity of Seller and the authority of the signatory for Seller; (viii) one (1) duly executed Tenant Notice Letter; (ix) one (1) duly executed customary affidavit, in lieu of registration required under Chapter 664-Laws of 1978 (as to the Property not being a multiple dwelling); (x) one (1) duly executed original of (i) the New York State Combined Real Estate Transfer Tax Return and Credit Line Mortgage Certificate (TP 584) (the “State Transfer Tax Certificate”), (ii) the New York City Real Property Transfer Tax Return, and (iii) the New York City Real Property Transfer Tax Report (NYC-5217), and any other transfer tax forms and all other forms in connection with the Real Property required to be filed with the City of New York, County of New York, or New York State (which shall be prepared online using the Automated City Register Information System (ACRIS); (xi) one (1) duly executed Closing Statement prepared in accordance with this Agreement; (xii) a certificate dated as of Closing Date, certifying that all of the representations and warranties made by Seller in this Agreement are true and correct as of the Closing and, to the extent necessary, reflecting any changed facts or circumstances between the date hereof and the Closing Date (provided such changes shall remain subject to the provisions of Section 2.1(b); (xiii) a customary title affidavit from Seller; (xiv) copies of the existing Mortgage Loan Documents and the Mezzanine Loan Documents; (xv) evidence that that certain management agreement with an affiliate of Swig Equities relating to the Property has been terminated as of the Closing Date; (xvi) originals (or to the extent originals are not available, copies) of the tenant estoppel certificates or Seller’s estoppel certificates obtained pursuant to Section 9.4; (xvii) the cash security deposits (together with interest accrued thereon less any permitted administrative fee) and originals of all letters of credit held by Seller, together with any transfer forms transferring the same to Buyer, as security under the Leases, but only to the extent the same have not been applied in accordance with the Leases, as and to the extent permitted pursuant to this Agreement, or returned to tenants as and when required by such Leases, and relate to tenants occupying space in the Building on the Closing Date pursuant to Leases then in effect; (xviii) two (2) duly executed counterparts of the Escrow Agreement; and (xix) duly executed counterparts of the Assumption Agreement and such other documents, if any, as may be required to be executed by Seller and Mezzanine Borrower to effect the Loan Assumptions in accordance with Section 9.6. (b) At or before the Closing, Buyer shall deposit into escrow the following items: (1i) immediately available funds necessary to close this transaction, including, without limitation, The balance of the Purchase Price (less the Deposit and interest thereon net of investment feesPrice, if any, and subject to the adjustments and prorations set forth proration in this Agreement) and funds sufficient to pay Buyer's closing costs and share of prorations hereunderaccordance with Section 9.5; (ii) two (2) four (4) duly executed counterparts of the B▇▇▇▇ of Sale; and; (3iii) four two (42) duly executed counterparts of the Assignment and Assumption of Leases; (iv) two (2) duly executed counterparts of the Assignment and Assumption of Contracts with respect to the Assumed Contracts; (v) an authorizing resolution and an incumbency certificate and such other documents as may be reasonably necessary to evidence the authority and capacity of Buyer and the authority of the signatory for Buyer; (vi) one (1) duly executed original of (i) the State Transfer Tax Certificate, (ii) the New York City Real Property Transfer Tax Return, and (iii) the New York City Real Property Transfer Tax Report (NYC-5217), and any other transfer tax forms and all other forms in connection with the Real Property required to be filed with the City of New York, County of New York, or New York State (which shall be prepared online using the Automated City Register Information System (ACRIS); (vii) one (1) duly executed Closing Statement prepared in accordance with this Agreement; (viii) two (2) duly executed counterparts of the Escrow Agreement; and (ix) duly executed counterparts of the Assumption Agreement and such other documents, if any, as may be required to be executed by Buyer to effect the Loan Assumptions in accordance with Section 9.6. (c) Buyer and Seller and Buyer shall each execute and deposit a separate closing statement, such transfer tax declarations and such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the acquisition purchase and sale of the Property in accordance with the terms hereof. Buyer and Seller and Buyer hereby designate Title Company as the "“Reporting Person" ” for the transaction pursuant to Section 6045(e) of the Federal Code and the regulations promulgated thereunder and agree to execute such documentation as is reasonably necessary to effectuate such designationthereunder. (d) On Seller shall deliver to Buyer originals (or prior to the extent originals are not available, certified copies) of the Leases (together with the tenant files) and Contracts then in effect and all correspondence related thereto, and originals (or to the extent originals are not available, copies) of all books and records relating to the operation of the Property, within two (2) business days after the Closing Date, Seller shall deliver or make available at the Property to Buyer: originals of the Leases to the extent in Seller's possession, or copies of any Leases not in Seller's possession together with an affidavit from Seller as to such copies being true and complete copies of the applicable Lease(s), copies of the tenant correspondence files (for the three (3) most recent years of Seller's ownership of the Property only and the current year), and originals of any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to Sections 2.1(b) or (e) above, to the extent in Seller's possession, except for Seller's general ledger and other internal books or records which shall be retained by Seller. Seller shall deliver possession of the Property to Buyer as required hereunder, subject to the rights of the Tenants, and shall deliver to Buyer or make available at the Property a set of keys to the Property on the Closing Date. The obligations of Seller in this subparagraph (d) shall survive the Closing.

Deposit of Documents. (a) At or before the Closing, Seller shall deposit into escrow the following items: (1) the duly executed and acknowledged Deed Deeds in the form attached hereto as Exhibit C conveying the Real Property to Buyer subject only to the Conditions of Title. Buyer may elect to cause Seller to deliver multiple deeds to one or more nominees as elected by Buyer; (2) four (4) duly executed counterparts of the B▇▇▇▇ of Sale in the form attached hereto as Exhibit D (the "B“▇▇▇▇ of Sale") conveying the Tangible Personal Property to Buyer”); (3) four (4) duly executed counterparts of an Assignment and Assumption of Leases, Service Contracts, Warranties and Other Intangible Property in the form attached hereto as Exhibit E pursuant to the terms of which Seller shall assign and Buyer shall assume all of Seller's ’s obligations under the Leases Leases, and Service Contracts other documents and agreements affecting the Property (the "“Assignment of Leases"”), and; (4) an updated copy of the Rent Roll, current as of the Closing Date, and certified by Seller to be true, correct and complete as of the Closing Date; (5) an affidavit pursuant to Section 1445(b)(2) of the Code, and on which Buyer is entitled to rely, that Seller is not a "“foreign person" ” within the meaning of Section 1445(f)(3) of the Code; (5) Four (4) duly executed counterparts of the Assumption Documents; and (6) California 593-C Certificate and Declaration of Documentary Transfer Tax. (7) One (1) duly executed Guaranty (as defined in Section 9.19 below). (8) Authorization documents, including resolutions and incumbency certificates from Seller, reasonably acceptable to Title Company. (b) At or before Closing, Buyer shall deposit into escrow the following items: (1) immediately available funds necessary to close this transaction, including, without limitation, the Purchase Price (less the Deposit and interest thereon net of investment fees, if any, and subject to the adjustments and prorations set forth in this AgreementAssumption Amount) and funds sufficient to pay Buyer's ’s closing costs and share of prorations hereunder; (2) four (4) duly executed counterparts of the B▇▇▇▇ of Sale; (3) Four (4) duly executed counterparts of the Assumption Documents; and (34) four (4) duly executed counterparts of the Assignment of Leases. (c) Seller and Buyer shall each execute and deposit a separate closing statement, such transfer tax declarations and such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the acquisition of the Property in accordance with the terms hereof. Seller and Buyer hereby designate Title Company as the "“Reporting Person" ” for the transaction pursuant to Section 6045(e) of the Code and the regulations promulgated thereunder and agree to execute such documentation as is reasonably necessary to effectuate such designation. (d) On or prior to As of the Closing Date, Seller shall deliver or make available at the Property to Buyer: originals of the Leases to the extent in Seller's ’s possession, or copies of any Leases not in Seller's possession together with an affidavit from Seller as to such copies being true and complete copies of the applicable Lease(s)’s possession, copies of the tenant correspondence files (for the three (3) most recent years of Seller's ’s ownership of the Property only and the current year), and originals of any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to Sections 2.1(b) or (e) above, to the extent in Seller's possession’s possession or in the possession of Seller’s Property Managers, except for Seller's ’s general ledger and other internal books or records records, which shall be retained by SellerSeller but which general ledger shall be made accessible to Buyer for a period of three (3) years subsequent to Closing. Seller shall deliver possession of the Property to Buyer as required hereunder, subject to the rights of the Tenants, hereunder and shall deliver to Buyer or make available at the Property a set of keys to the Property on the Closing Date.

Deposit of Documents. (a) At or before the Closing, Seller Sellers shall deposit into escrow the following items: (1i) the a duly executed and acknowledged Deed in the form attached hereto as Exhibit C conveying the Real Property to Buyer subject only to the Conditions of Title. Buyer may elect to cause Seller to deliver multiple deeds to one or more nominees as elected by Buyerfor each Fee Property; (2ii) four (4) duly executed and acknowledged counterparts of an Assignment of Ground Lease for each Leasehold Estate; (iii) a duly executed and acknowledged Leasehold Improvements Deed for the Leasehold Improvements on each Leasehold Estate; (iv) four (4) duly executed counterparts of the B▇Assignment of Partnership Interests; (v) four (4) duly executed counterparts of a Bill ▇▇ of Sale for each Fee Property and each Leasehold Property in the form attached hereto as Exhibit D E (the each, a "B▇Bill ▇▇ of Sale") conveying the Tangible Personal Property to Buyer); (3vi) four (4) duly executed counterparts of an Assignment and Assumption of Leases, Service Contracts, Warranties Leases for each Fee Property and Other Intangible each Leasehold Property in the form attached hereto as Exhibit E pursuant to the terms of which Seller shall assign and Buyer shall assume all of Seller's obligations under the Leases and Service Contracts F (the each, an "Assignment of Leases"), and; (vii) four (4) duly executed counterparts of an updated copy Assignment and Assumption of Contracts, Warranties and Guaranties and Other Intangible Property for each Fee Property and each Leasehold Property in the Rent Rollform attached hereto as Exhibit G (each, current as an "Assignment of the Closing Date, and certified by Seller to be true, correct and complete as of the Closing DateContracts"); (5viii) four (4) duly executed counterparts of an agreement designating the Title Company as the "Reporting Person" for the transaction contemplated hereby pursuant to Section 6045(e) of the Federal Code and the regulations promulgated thereunder, substantially in the form of Exhibit H attached hereto (the "Designation Agreement"); (ix) four (4) duly executed counterparts of such disclosures and reports (including withholding certificates) as are required by applicable state and local law in connection with the conveyance of the Properties; and (x) the Sellers' Affidavit; and (xi) an affidavit pursuant to Section 1445(b)(2) of the Code, and on which Buyer is entitled to rely, that no Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the Code. (b) At or before Closing, Buyer shall deposit into escrow the following items: (1i) immediately available funds necessary to close this transaction, including, without limitation, the Purchase Price (less the Deposit and interest thereon net of investment fees, if any, and subject to the adjustments and prorations set forth in this Agreement) and funds sufficient to pay Buyer's closing costs and share of prorations hereunderPrice; (2ii) four (4) duly executed and acknowledged counterparts of an Assign ment of Ground Lease for each Leasehold Estate; (iii) four (4) duly executed counterparts of each Assignment of Partner ship Interests; (iv) four (4) duly executed counterparts of each Bill ▇▇ Sale; (v) four (4) duly executed counterparts of each Assignment of Leases; (vi) four (4) duly executed counterparts of each Assignment of Contracts; (vii) four (4) duly executed counterparts of the B▇▇▇ Designation Agreement (viii) two (2) duly executed counterpart of SaleBuyer's As-Is Certificate and Agreement, substantially in the form of Exhibit I attached hereto; and (3ix) four (4) duly executed counterparts counterpart of such disclosures and reports as are required by applicable state and local law in connection with the conveyance of the Assignment of LeasesProperties. (c) Seller Buyer and Sellers shall endeavor in good faith to agree on the final, execution form of all of the documents referred to above on or before October 31, 1997. Buyer and Sellers shall each execute and deposit a separate closing statement, such transfer tax declarations and such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the acquisition purchase and sale of the Property Properties in accordance with the terms hereof. Seller and Buyer hereby designate Title Company as ; provided, that Sellers shall not be required to provide any indemnities or affidavits or to escrow any funds other than the "Reporting Person" for the transaction pursuant to Section 6045(e) of the Code and the regulations promulgated thereunder and agree to execute such documentation as is reasonably necessary to effectuate such designationSellers' Affidavit. (d) On or prior to the Closing Date, Seller Sellers shall deliver or make available at the Property to Buyer: Buyer originals of the Leases (or, if originals are not available, copies certified by the applicable Seller to the extent in be true and correct to such Seller's possession, or copies of any Leases not in Seller's possession together with an affidavit from Seller as to such copies being true and complete copies of the applicable Lease(sknowledge), copies (or, if available, originals) of the tenant correspondence files (for the three (3) most recent years of Seller's ownership of the Property only and the current year), and originals of any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to Sections 2.1(b) or (e) above, to the extent Real Properties in Seller's Sellers' possession, except for Seller's general ledger and other internal books or records which shall be retained by Seller. Seller shall deliver possession of the Property to Buyer as required hereunder, subject to the rights of the Tenants, and shall deliver to Buyer or make available at the Property a set of keys to each Real Property and originals (or copies, if originals are not available) of any other items in Sellers' possession relating to the Property on use, ownership, operation, maintenance, leasing, repair, alteration, management or development of the Real Properties, all within five (5) Business Days after the Closing Date. Following the Closing, Buyer shall make all Leases, Contracts, other documents, books, records and any other materials in its possession, to the extent the same relate to the period of Sellers' ownership of the Properties, available to Sellers or their representatives for inspection and/or copying at reasonable times and upon reasonable notice.

Deposit of Documents. (a) At or before the Closing, Seller shall deposit into escrow the following items: (1) the duly executed and acknowledged Deed in the form attached hereto as Exhibit C conveying the Real Property to Buyer subject only to the Conditions of Title. Buyer may elect to cause Seller to deliver multiple deeds to one or more nominees as elected by Buyer; (2) four (4) duly executed counterparts of the B▇▇▇ of Sale in the form attached hereto as Exhibit D (the "“B▇▇▇ of Sale") conveying the Tangible Personal Property to Buyer”); (3) four (4) duly executed counterparts of an Assignment and Assumption of Leases, Service Contracts, Warranties and Other Intangible Property in the form attached hereto as Exhibit E pursuant to the terms of which Seller shall assign and Buyer shall assume all of Seller's ’s obligations under the Leases Leases, Service Contracts, and Service Contracts other documents and agreements affecting the Property (the "“Assignment of Leases"”), and; (4) an updated copy one (1) duly executed and acknowledged Assignment of Declarant’s Rights in the Rent Roll, current form attached hereto as Exhibit J conveying and assigning the Declarant’s Rights to Buyer (the “Assignment of the Closing Date, and certified by Seller to be true, correct and complete as of the Closing DateDeclarant’s Rights”); (5) four (4) duly executed counterparts of a Seller’s Affidavit in the form attached hereto as Exhibit H (the “No Lien Affidavit”), with such changes as the Title Company may reasonably require and which are acceptable to Seller in order to issue the title policy described in the Title Commitment; (6) an affidavit pursuant to Section 1445(b)(2) of the Code, and on which Buyer is entitled to rely, that Seller is not a "“foreign person" ” within the meaning of Section 1445(f)(3) of the Code; (7) evidence of the termination of the management, administration and leasing agreements relating to the Property; (8) evidence of the existence of Seller and due authorization of Seller for the transactions contemplated under this Agreement reasonably acceptable to the Title Company and Seller; (9) written resignations by D▇▇▇▇ ▇▇▇ and B▇▇▇▇ ▇▇▇▇ as officers, directors and employees of the Owners Association; (10) such other items and documents as are called for in this Agreement; and (11) four (4) originals of a Closing Statement duly executed by Seller. (b) At or before Closing, Buyer shall deposit into escrow the following items: (1) immediately available funds necessary to close this transaction, including, without limitation, the Purchase Price (less the Deposit and interest thereon net of investment fees, if any), and subject to the adjustments and prorations set forth as provided in this Agreement) , and funds sufficient to pay Buyer's ’s closing costs and share of prorations hereundercosts; (2) four (4) duly executed counterparts of the B▇▇▇ of Sale; and; (3) four (4) duly executed counterparts of the Assignment of Leases; (4) evidence of the existence of Buyer and due authorization of Buyer for the transactions contemplated under this Agreement; (5) such other items and documents as are called for in this Agreement; and (6) four (4) originals of a Closing Statement duly executed by Buyer. (c) Seller and Buyer shall each execute and deposit a separate closing statement, such transfer tax declarations and such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the acquisition of the Property in accordance with the terms hereof. Seller and Buyer hereby designate Title Company as the "“Reporting Person" ” for the transaction pursuant to Section 6045(e) of the Code and the regulations promulgated thereunder and agree to execute such documentation as is reasonably necessary to effectuate such designation. (d) On or prior to Within one (1) business day after the Closing Date, Seller shall deliver or make available at the Property to Buyer: originals of the Leases to the extent in Seller's ’s possession, or copies of any Leases not in Seller's possession together with an affidavit from Seller as to such copies being true and complete copies of the applicable Lease(s)’s possession, copies of the tenant correspondence files (for the three (3) most recent years of Seller's ’s ownership of the Property only and the current year), copies of all documents, corporate records and correspondence in Seller’s possession related to the Owners Association, and originals of any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to Sections 2.1(b) or (e) above, to the extent in Seller's ’s possession, except for Seller's ’s general ledger and other internal books or records which shall be retained by Seller. Seller shall deliver possession of the Property to Buyer as required hereunder, subject to the rights Conditions of the TenantsTitle, and shall deliver to Buyer or make available at the Property a set of keys to the Property on the Closing Date. (e) After the Closing Date, Seller shall cooperate with Buyer, at no cost or expense to Seller, in connection with the execution of any documentation necessary to transfer that certain Irrevocable Standby Letter of Credit (Number SM236528W) in connection with the Levenger Lease (as defined on Exhibit B attached hereto) to Buyer.

Deposit of Documents. (a) At or before prior to the Closing, Seller shall deposit into escrow with Escrow Agent the following items: (1) the duly executed and acknowledged Deed in the form attached hereto as Exhibit C conveying the Real Property to Buyer subject only to the Conditions of Title. Buyer may elect to cause Seller to deliver multiple deeds to one or more nominees as elected by Buyer; (2) four (4) duly executed counterparts of the B▇▇▇▇ of Sale in the form attached hereto as Exhibit D (the "B“▇▇▇▇ of Sale") conveying the Tangible Personal Property to Buyer”); (3) four (4) duly executed counterparts of each of (i) an Assignment and Assumption of Leases, Service Contracts, Warranties and Other Intangible Property Leases in the form attached hereto as Exhibit E (the “Assignment of Leases”); and (ii) an Assignment and Assumption of Service Contracts in the form attached hereto as Exhibit E-1 (the “Assignment of Service Contracts”), pursuant to the terms of which Seller shall assign and Buyer shall assume all of Seller's ’s obligations under the Leases and assumed Service Contracts (under this Agreement, respectively, from and after the "Assignment of Leases"), andEffective Date; (4) an updated copy of the Rent Roll, current as of the Closing Date, and certified by Seller to be true, correct and complete as of the Closing Date; (5) an affidavit pursuant to Section 1445(b)(2) of the Code, and on which Buyer is entitled to rely, that Seller is not a "“foreign person" ” within the meaning of Section 1445(f)(3) of the CodeCode and will provide Escrow Agent such information as required to permit Escrow Agent to report this transaction on a 1099-S Form; (5) four (4) duly executed counterparts of a Municipal Utility District Notice; (6) four (4) duly executed counterparts of a Deed Restrictions Notice (in a form as required to comply with City of Houston Ordinance 89-1312, a certified copy of which is recorded under ▇▇▇▇▇▇ County Clerk's File No. M337573, and pertaining only to existing deed restrictions included in the Permitted Exceptions)(“Deed Restrictions Notice”) ; (7) an owner’s affidavit in the form attached as Exhibit E-3 (“Owner’s Affidavit”); (8) A certificate, executed by Seller as of the Closing Date, certifying that all representations and warranties made by Seller in Section 3.1 of this Agreement are true and correct in all material respects as if such statements were made as of the Closing Date (provided, however, that the references to the Rent Roll, Receivables Report and schedule of Service Contracts referenced in Section 3.1 shall be to the updated Rent Roll, Receivables Report and schedule of Service Contracts to be attached to such certificate) or, if no longer true, a statement excepting to any Exception Matters to such representations and warranties as of the Closing Date; (9) Evidence of Seller’s authority, good standing and existence, as reasonably required the Title Company, including evidence of Seller's authority to execute and deliver the deed and other documents contemplated hereby; and (10) All other documents reasonably necessary to effectuate the transaction. (b) At or before Closing, Buyer shall deposit into escrow the following items: (1) immediately available funds necessary to close this transaction, including, without limitation, in the Purchase Price (less amount of the Deposit and interest thereon net of investment fees, if any, and subject to the adjustments and prorations set forth in this Agreement) Closing Payment and funds sufficient to pay Buyer's ’s closing costs and share of prorations hereunder; (2) four (4) duly executed counterparts of the B▇▇▇ Assignment of Sale; andService Contracts; (3) four (4) duly executed counterparts of the Assignment of Leases; (4) four (4) duly executed counterparts of the Municipal Utility District Notice; (5) four (4) duly executed counterparts of the Deed Restrictions Notice. (6) A certificate, executed by Buyer as of the Closing Date, certifying that all representations and warranties made by Buyer in Section 3.5 of this Agreement are true and correct in all material respects as if such statements were made as of the Closing Date or, if no longer true, a statement excepting to any Exceptions Matter to such representations and warranties as of the Closing Date; (7) Evidence of Buyer’s authority, good standing and existence, as reasonably required the Title Company, including evidence of Buyer’s authority to execute and deliver the documents contemplated hereby; (8) All other documents reasonably required in order to effectuate the transaction. (c) Seller and Buyer shall each execute and deposit a separate closing statement, such transfer tax declarations and such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the acquisition of the Property in accordance with the terms hereof. Seller and Buyer hereby designate Title Company as the "“Reporting Person" ” for the transaction pursuant to Section 6045(e) of the Code and the regulations promulgated thereunder and agree to execute such documentation as is reasonably necessary to effectuate such designation. (d) On or prior to Within five (5) business days after the Closing Date, Seller shall deliver or make available at the Property to Buyer: originals of the Leases to the extent in Seller's possession, ’s possession or copies of any Leases not in Seller's possession together with an affidavit from Seller as to such copies being true and complete copies of the applicable Lease(s)’s possession, copies of the tenant correspondence files (for files, to the three (3) most recent years of extent such exists in Seller's ownership of possession or control, any architectural drawings and renderings, building plans and specifications, and any and all municipal, county, state or local permits or licenses in Seller’s possession or control in connection with the Property only and the current year)Property, and originals of any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to Sections 2.1(b) or (ed) above, to the extent in Seller's ’s possession, except for Seller's ’s general ledger and other internal books or records which shall be retained by SellerSeller (but Seller will provide copies as reasonably requested by Buyer) and excluding any Protected Information. Seller shall deliver possession of the Property to Buyer as required hereunder, subject to the rights of the Tenants, hereunder and shall deliver to Buyer or make available at the Property a set of keys and all combination or access codes to the Property on the Closing Date. The provisions of this Section 8.3(d) shall survive Closing. (e) Seller and Buyer shall execute and deliver to each other one or more agreements in recordable form pursuant to which Seller assigns to Buyer, and Buyer assumes, all rights and obligations of Seller accruing and arising from and after the Closing Date, under the following documents: (1) Declaration of Covenants, Conditions and Restrictions (Boulevard Place), recorded under Clerk’s File No. 20080248193 in the Real Property Records of ▇▇▇▇▇▇ County, Texas; (2) Declaration of Covenants, Conditions and Restrictions recorded under Clerk’s File No. 20120239028 in the Real Property Records of ▇▇▇▇▇▇ County, Texas as amended by First Amendment to Declaration of Covenants, Conditions and Restrictions, dated December 26, ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇., ▇▇▇▇ Holdings, LLC and PO Boulevard Apartment Developers I LP recorded under Clerk’s File No. 20140113608 in the Real Property Records of ▇▇▇▇▇▇ County, Texas; (3) Declaration of Covenants, Conditions and Restrictions (Boulevard Place), recorded under Clerk’s File No. 20120470858 in the Real Property Records of ▇▇▇▇▇▇ County, Texas; and (4) Supplemental Parking Agreement recorded under Clerk’s File No. 20150326040 (5) Declaration of Covenants, Conditions and Restrictions recorded under Clerk’s File No. RP-2016-22035 in the Real Property Records of ▇▇▇▇▇▇ County, Texas; and (6) Temporary Crane Swing Easement Agreement executed by Boulevard Place, L.P. And BLPL Holdings LLC, recorded May 31, 2012, ▇▇▇▇▇▇ County Clerk's File No. 20120239031 (collectively, “Property Declarations”) of record in the Real Property Records of ▇▇▇▇▇▇ County, Texas, and as such obligations pertain to the Property or to the owner of the Property only, as well as any notices of assignment required under any such agreements. Seller shall indemnify, defend and hold Buyer harmless from and against any defaults by Seller under the Property Declarations first arising and accruing prior to the Closing. Buyer shall indemnify, defend and hold Seller harmless from and against any defaults by Buyer under the Property Declarations first arising and accruing after Closing. The provisions of this Section 8.3(e) shall survive Closing. (f) If and to the extent to which any Property intended to be conveyed hereby includes Property owned by an affiliate of Seller, the Closing documents conveying such items shall be modified accordingly.

Deposit of Documents. (a) At or before the Closing, Seller Sellers, as applicable, shall deposit into escrow the following items: (1i) the duly executed and acknowledged AMB Deed in and the form attached hereto as Exhibit C conveying the Real Property to Buyer Headlands Deed, subject only to the Conditions of Title. Buyer may elect to cause Seller to deliver multiple deeds to one or more nominees as elected by Buyer; (ii) two (2) four (4) duly executed counterparts of the B▇▇▇ of Sale in the form attached hereto as Exhibit D (the "B▇▇▇ of Sale") conveying the Tangible Personal Property to Buyer; (3iii) four two (42) duly executed counterparts of an the Assignment and Assumption of Leases, Service Contracts, Warranties and Other Intangible Property in the form attached hereto as Exhibit E pursuant to the terms of which Seller shall assign and Buyer shall assume all of Seller's obligations under the Leases and Service Contracts (the "Assignment of Leases"), and; (4) an updated copy of the Rent Roll, current as of the Closing Date, and certified by Seller to be true, correct and complete as of the Closing Date; (5iv) an affidavit pursuant to Section 1445(b)(2) of the United States Internal Revenue Code of 1986, as amended (the “Federal Code”) in the form attached hereto as Exhibit F, and on which Buyer is entitled to rely, that each Seller is not a "“foreign person" ” within the meaning of Section 1445(f)(3) of the Federal Code; and (v) duly executed ▇▇▇▇ County and State of Illinois transfer tax declarations (“Transfer Tax Declarations”); (vi) a lease termination agreement, in the form attached hereto as Exhibit G, terminating that certain lease agreement dated October 25, 2002, as amended from time to time, between Sub-OP Fund II, L.P., a Delaware limited partnership, as landlord, and Buyer, as tenant, for premises located at ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (“Lease Termination Agreement”); and (vii) as soon as possible, but in any event within thirty (30) days after the Substantial Completion of the Improvements (either prior to or after the Closing Date, as applicable), at no cost to Buyer and only to the extent available, a set of the Final Plans, any applicable warranties, operating manuals, a full and completed construction manual, and other printed materials provided to Seller by its contractors or by manufacturers or installers of any element or system in the Improvements including, to the extent included in the Final Plans, doors, heating, ventilation and air conditioning systems, lighting systems, and electrical systems. (b) At or before Closing, Buyer shall deposit into escrow the following items: (1i) immediately available funds necessary to close this transaction, including, without limitation, the Purchase Price (less the Deposit and interest thereon net of investment fees, if any, and subject to the adjustments and prorations set forth in this Agreement) and funds sufficient to pay Buyer's closing costs and share of prorations hereunder; (ii) two (2) four (4) duly executed counterparts of the B▇▇▇▇ of Sale; and; (3iii) four two (42) duly executed counterparts of the Assignment and Assumption of LeasesContracts; and (iv) the Lease Termination Agreement. (c) Seller Buyer and Buyer Sellers shall each execute and deposit a separate closing statement, such transfer tax declarations and such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the acquisition purchase and sale of the Property in accordance with the terms hereof. Seller Buyer and Buyer Sellers hereby designate Title Company as the "“Reporting Person" ” for the transaction pursuant to Section 6045(e) of the Federal Code and the regulations promulgated thereunder and agree to execute such documentation as is reasonably necessary to effectuate such designationthereunder. (d) On or prior to the Closing Date, Seller shall deliver or make available at the Property to Buyer: originals of the Leases to the extent in Seller's possession, or copies of any Leases not in Seller's possession together with an affidavit from Seller as to such copies being true and complete copies of the applicable Lease(s), copies of the tenant correspondence files (for the three (3) most recent years of Seller's ownership of the Property only and the current year), and originals of any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to Sections 2.1(b) or (e) above, to the extent in Seller's possession, except for Seller's general ledger and other internal books or records which shall be retained by Seller. Seller shall deliver possession of the Property to Buyer as required hereunder, subject to the rights of the Tenants, and shall deliver to Buyer or make available at the Property a set of keys to the Property on the Closing Date.

Deposit of Documents. (a) At or before the ClosingDecember 16, 1997 (the "Document Delivery Date"), at the offices of Seller's counsel (or such other time and location as the parties may agree) Seller shall deposit into escrow with the Title Company the following items:items (pursuant to escrow instructions reasonably acceptable to Seller and Buyer): (1i) the a duly executed and acknowledged Deed in the form attached hereto as Exhibit C conveying the Real Property to Buyer subject only to the Conditions of Title. Buyer may elect to cause Seller to deliver multiple deeds to one or more nominees as elected by Buyerfor each Fee Property; (2ii) four (4) a duly executed counterparts and acknowledged Assignment of Ground Lease for each Leasehold Estate (including the BLeasehold Improvements on each Leasehold Estate); (iii) [intentionally omitted] (iv) a duly executed counterpart of a ▇▇▇▇ of Sale in the form attached hereto as Exhibit D (the "B▇▇▇ of Sale") conveying the Tangible Personal for each Fee Property to Buyer; (3) four (4) duly executed counterparts of an Assignment and Assumption of Leases, Service Contracts, Warranties and Other Intangible each Leasehold Property in the form attached hereto as Exhibit E pursuant to (each, a "▇▇▇▇ of Sale"); (v) a duly executed counterpart of an Assignment and Assumption of Leases for each Fee Property and each Leasehold Property in the terms of which Seller shall assign and Buyer shall assume all of Seller's obligations under the Leases and Service Contracts form attached hereto as Exhibit F (the each, an "Assignment of Leases"), and; (4vi) a duly executed counterpart of an updated copy Assignment and Assumption of Contracts, Warranties and Guaranties and Other Intangible Property for each Fee Property and each Leasehold Property in the Rent Rollform attached hereto as Exhibit G (each, current as an "Assignment of the Closing Date, and certified by Seller to be true, correct and complete as of the Closing DateContracts"); (5vii) a duly executed counterpart of an agreement designating the Title Company as the "Reporting Person" for the transaction contemplated hereby pursuant to Section 6045(e) of the Federal Code and the regulations promulgated thereunder, substantially in the form of Exhibit H attached hereto (the "Designation Agreement"); (viii) a duly executed counterpart of such disclosures and reports (including withholding certificates) as are required by applicable state and local law in connection with the conveyance of the Properties; (ix) the Seller's affidavit to the Title Company, in the form of Exhibit L attached hereto (the "Seller's Affidavit"); and (x) an affidavit pursuant to Section 1445(b)(2) of the Code, and on which Buyer is entitled to rely, that Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the Code. (b) At or before Closingthe Document Delivery Date, at the offices of Seller's counsel (or such other time and location as the parties may agree), Buyer shall deposit into escrow with the Title Company the following items:items (pursuant to escrow instructions reasonably acceptable to Seller and Buyer): (1i) immediately available funds necessary to close this transaction, including, without limitation, the Purchase Price (less the Deposit a duly executed and interest thereon net acknowledged counterpart of investment fees, if any, and subject to the adjustments and prorations set forth in this Agreement) and funds sufficient to pay Buyer's closing costs and share an Assignment of prorations hereunderGround Lease for each Leasehold Estate; (2ii) four (4) a duly executed counterparts counterpart of the Beach ▇▇▇▇ of Sale; (iii) a duly executed counterparts of each Assignment of Leases; (iv) a duly executed counterpart of each Assignment of Contracts; (v) a duly executed counterpart of the Designation Agreement (vi) a duly executed counterpart of Buyer's As-Is Certificate and Agreement, substantially in the form of Exhibit I attached hereto; and (3vii) four (4) a duly executed counterparts counterpart of such disclosures and reports as are required by applicable state and local law in connection with the conveyance of the Assignment of LeasesProperties. (c) Seller and On the morning of the Closing Date, Buyer shall effect a wire transfer of federal funds to the Title Company's escrow account (in accordance with the wiring instructions set forth on Schedule 2.2.1) in an amount equal to the sum of (i) the Purchase Price and (ii) the amount (if any) of the costs, expenses and adjustments payable by Buyer under this Agreement. The amount of the funds to be wired to the Title Company's escrow account shall be reduced by the Deposit (including all interest thereon). After Seller's confirmation of receipt of the Purchase Price (as reduced by the costs, expenses, prorations and adjustments payable by Seller under this Agreement) by wire transfer of federal funds by the Title Company to one or more accounts designated by Seller: (i) the Title Company shall be authorized to record the Deed for each execute Fee Property and the Assignment of Ground Lease for each Leasehold Estate, (ii) the Title Company shall deliver to Buyer all other documents and instruments received by it which, in accordance with the terms of this Agreement, are to be delivered by Seller to Buyer on the Closing Date, and (iii) the Title Company shall deliver to Buyer all other documents and instruments received by it which, in accordance with the terms of this Agreement are to be delivered by Buyer to Seller on the Closing Date. Buyer and Seller shall each deposit a separate closing statement, such transfer tax declarations and such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the acquisition purchase and sale of the Property Properties in accordance with the terms hereof. ; provided, that Seller and Buyer hereby designate Title Company as shall not be required to provide any indemnities or affidavits or to escrow any funds other than the "Reporting Person" for the transaction pursuant to Section 6045(e) of the Code and the regulations promulgated thereunder and agree to execute such documentation as is reasonably necessary to effectuate such designationSeller's Affidavit. (d) On or prior to the Closing Date, Seller shall deliver or make available at the Property to Buyer: Buyer originals of the Leases to the extent in Seller's possession(or, or copies of any Leases if originals are not in Seller's possession together with an affidavit from Seller as to such copies being true and complete copies of the applicable Lease(savailable, copies), copies of the tenant correspondence files of the Real Properties in Seller's possession, a set of keys to each Real Property and originals (for or copies, if originals are not available) of any other items in Seller's possession relating to the three use, ownership, operation, maintenance, leasing, repair, alteration, management or development of the Real Properties, on the Closing Date (3) most recent years at such location as Buyer and Seller shall mutually agree). Following the Closing, Buyer shall make all Leases, Contracts, other documents, books, records and any other materials in its possession, to the extent the same relate to the period of Seller's ownership of the Property only and the current year)Properties, and originals of any other items which available to Seller was required to furnish Buyer copies of or make available its representatives for inspection and/or copying at the Property pursuant to Sections 2.1(b) or Buyer's offices (e) above, to the extent in at Seller's possession, except for Seller's general ledger sole cost and other internal books or records which shall be retained by Seller. Seller shall deliver possession of the Property to Buyer as required hereunder, subject to the rights of the Tenants, expense) at reasonable times and shall deliver to Buyer or make available at the Property a set of keys to the Property on the Closing Dateupon reasonable notice.

Deposit of Documents. (a) At or before the Closing, Seller shall deposit into escrow the following items: (1i) the duly executed and acknowledged Deed in the form attached hereto as Exhibit C conveying the Real Property to Buyer Deed, subject only to the Conditions of Title. Buyer may elect to cause Seller to deliver multiple deeds to one or more nominees as elected by Buyer; (ii) two (2) four (4) duly executed counterparts of the B▇▇▇ of Sale in the form attached hereto as Exhibit D (the "B▇▇▇ of Sale") conveying the Tangible Personal Property to Buyer; (3iii) four two (42) duly executed counterparts of an the Assignment and Assumption of Leases, Service Contracts, Warranties and Other Intangible Property in the form attached hereto as Exhibit E pursuant to the terms of which Seller shall assign and Buyer shall assume all of Seller's obligations under the Leases and Service Contracts (the "Assignment of Leases"), and; (4) an updated copy of the Rent Roll, current as of the Closing Date, and certified by Seller to be true, correct and complete as of the Closing Date; (5iv) an affidavit pursuant to Section 1445(b)(2) of the United States Internal Revenue Code of 1986, as amended (the “Federal Code”) in the form attached hereto as Exhibit F, and on which Buyer is entitled to rely, that each Seller is not a "“foreign person" ” within the meaning of Section 1445(f)(3) of the Federal Code; and (v) two (2) duly executed counterparts of a lease termination agreement, in the form attached hereto as Exhibit G, terminating that certain Commercial Lease Agreement dated December 20, 2002, as amended by that certain First Amendment to Lease on July 12, 2005, respectively, between AMB Partners II, L.P., a Delaware limited partnership, as landlord, and Buyer, as tenant, for premises located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Georgia and at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Georgia, (“Lease Termination Agreement”); (vi) a duly executed and acknowledged Affidavit Regarding Commercial Real Estate Brokers (Seller), substantially in the form attached hereto as Exhibit H and described in Section 7.1; (vii) a duly executed and acknowledged Affidavit of Seller’s Residence, substantially in the form attached hereto as Exhibit I; (viii) a duly executed and acknowledged Commercial Real Estate Broker’s Affidavit, substantially in the form attached hereto as Exhibit J; and (ix) as soon as possible, but in any event within thirty (30) days after the Substantial Completion of the Improvements (either prior to or after the Closing Date, as applicable), at no cost to Buyer and only to the extent available, a set of the Final Plans, any applicable warranties, operating manuals, a full and completed construction manual, and other printed materials provided to Seller by its contractors or by manufacturers or installers of any element or system in the Improvements including, to the extent included in the Final Plans, doors, heating, ventilation and air conditioning systems, lighting systems, and electrical systems. (b) At or before Closing, Buyer shall deposit into escrow the following items: (1i) immediately available funds necessary to close this transaction, including, without limitation, the Purchase Price (less the Deposit and interest thereon net of investment fees, if any, and subject to the adjustments and prorations set forth in this Agreement) and funds sufficient to pay Buyer's closing costs and share of prorations hereunder; (ii) two (2) four (4) duly executed counterparts of the B▇▇▇▇ of Sale; and; (3iii) four two (42) duly executed counterparts of the Assignment and Assumption of Leases.Contracts; (iv) two (2) duly executed counterparts of the Lease Termination Agreement; and (v) a duly executed and acknowledged Affidavit Regarding Commercial Real Estate Brokers (Buyer) substantially in the form attached hereto as Exhibit K. (c) Buyer and Seller and Buyer shall each execute and deposit a separate closing statement, such transfer tax declarations and such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the acquisition purchase and sale of the Property in accordance with the terms hereof. Buyer and Seller and Buyer hereby designate Title Company as the "“Reporting Person" ” for the transaction pursuant to Section 6045(e) of the Federal Code and the regulations promulgated thereunder and agree to execute such documentation as is reasonably necessary to effectuate such designationthereunder. (d) On or prior to the Closing Date, Seller shall deliver or make available at the Property to Buyer: originals of the Leases to the extent in Seller's possession, or copies of any Leases not in Seller's possession together with an affidavit from Seller as to such copies being true and complete copies of the applicable Lease(s), copies of the tenant correspondence files (for the three (3) most recent years of Seller's ownership of the Property only and the current year), and originals of any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to Sections 2.1(b) or (e) above, to the extent in Seller's possession, except for Seller's general ledger and other internal books or records which shall be retained by Seller. Seller shall deliver possession of the Property to Buyer as required hereunder, subject to the rights of the Tenants, and shall deliver to Buyer or make available at the Property a set of keys to the Property on the Closing Date.

Deposit of Documents. (a) At or before the Closing, Seller shall deposit into escrow with the Title Company the following items: (1) the duly executed and acknowledged Deed in the form attached hereto as Exhibit C conveying the Real Property to Buyer B, subject only to the Conditions of Title. , conveying the Unit(s) to Buyer may elect (or to cause Seller a nominee designated pursuant to deliver multiple deeds to one or more nominees as elected by BuyerSection 9.6 below); (2) four two (42) duly executed counterparts of the B▇▇▇ of Sale in the form attached hereto as Exhibit D C (the "“B▇▇▇ of Sale") conveying the Tangible Personal Property to Buyer”); (3) four two (42) duly executed counterparts of an Assignment and Assumption of Leases, Service Contracts, Warranties and Other Intangible Property in the form attached hereto as Exhibit E D pursuant to the terms of which Seller shall assign and Buyer shall assume all of Seller's ’s obligations under the Leases Service Contracts, and Service Contracts other documents and agreements affecting such location (the "“Assignment of Leases"Agreement”), and; (4) an updated copy a customary certificate of no unpaid common expenses pursuant to Massachusetts General Laws Chapter 183A, Section 6(d), duly executed in accordance with the Rent RollBylaws, current as of in recordable form and otherwise reasonably acceptable to Buyer and the Closing Date, and certified by Seller to be true, correct and complete as of the Closing DateTitle Company; (5) (i) if the Buyer exercises the Unit B Termination Right, a duly executed Amendment to Declaration, or (ii) if Buyer does not exercise the Unit B Termination Right and purchases Unit A and Unit B, Seller shall cause D▇▇▇▇▇ ▇. ▇▇▇▇▇▇ to deliver a duly executed resignation of the Board of Trustees under the Declaration and shall deliver such other instruments reasonably requested by Buyer as necessary to appoint such representatives selected by Buyer pursuant to the provisions of the Declaration as the members of the Board of Trustees in place of the current members of the Board of Trustees. (6) an affidavit pursuant to Section 1445(b)(2) of the Code, and on which Buyer is entitled to rely, that Seller is not a "“foreign person" ” within the meaning of Section 1445(f)(3) of the Code; (7) a title affidavit and gap indemnity, as more particularly described in Section 4.2 above; (8) such evidence of Seller’s authority as may be required by the Title Company in connection with the recording of the Deeds and the issuance of the Title Policy; (9) any warranties to the extent in Seller’s possession and in effect. (10) two (2) duly executed counterparts of a termination of the Unit A Lease and Unit B Lease in a commercially reasonable form, terminating the Unit A Lease and Unit B Lease as of the Closing Date (the “Lease Termination”); provided, that, if the Buyer exercise the Unit B Termination Right, only the Unit A Lease shall be terminated; (11) only if Buyer acquires Unit A and Unit B at Closing, Seller has cause B&D Construction Management, Inc. (“B&D”), an affiliate of Seller, to deliver two (2) duly executed agreements to terminate (“Management Agreement Termination”) that certain Management and Operations Agreement dated July 10, 2021 between B&D and Commonwealth Alternative Care without any payment by Commonwealth Alternative Care, Buyer or any other party of a termination fee in connection therewith (the “Management Agreement”). For the avoidance of doubt, if Buyer exercises the Unit B Termination Right and does not acquire Unit B at Closing, the Management Agreement will not be terminated and will continue according to its terms; and (12) Intentionally Deleted. (13) any and all other documents or other items which are required by this Agreement to be executed, acknowledged and/or delivered, or which are either reasonably requested by Buyer or otherwise customarily executed, acknowledged and/or delivered, by a seller at similar closings in the Commonwealth of Massachusetts. All keys and access cards to, and combinations to locks and other security devices located at, the Property, if applicable, to the extent in Seller’s possession. (b) At or before Closing, and as otherwise required under this Agreement, Buyer shall deposit into escrow the following items: (1) immediately available funds necessary to close this transaction, including, without limitation, the Purchase Price (less the Deposit and interest thereon net of investment fees, if any, and subject to the adjustments and prorations set forth in this Agreement) and as adjusted by the proration funds sufficient to pay Buyer's closing costs and share of prorations hereunder, in immediately available funds; (2) four two (42) duly executed counterparts of the B▇▇▇ of Sale; and; (3) four two (42) duly executed counterparts of the Assignment Agreement; (4) if applicable, two (2) duly executed counterparts to the Management Agreement Termination; (5) two (2) duly executed counterparts of Leasesthe Lease Termination; (6) if the Buyer exercises the Unit B Termination Right, a duly executed Amendment to Declaration; (7) Intentionally Deleted; and (8) any and all other documents or other items which are required by this Agreement to be executed, acknowledged and/or delivered, or which are either reasonably requested by Seller or otherwise customarily executed, acknowledged and/or delivered, by a seller at similar closings in the Commonwealth of Massachusetts. (c) Seller and Buyer shall each execute and deposit a separate closing statement, such transfer tax declarations statement and such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the acquisition of the Property in accordance with the terms hereof. Seller and Buyer hereby designate Title Company as the "“Reporting Person" ” for the transaction pursuant to Section 6045(e) of the Code and the regulations promulgated thereunder and agree to execute such documentation as is reasonably necessary to effectuate such designation. (d) On or prior to the Closing Date, Seller shall deliver or make available at the Property to Buyer: originals of the Leases to the extent in Seller's possession, or copies of any Leases not in Seller's possession together with an affidavit from Seller as to such copies being true and complete copies of the applicable Lease(s), copies of the tenant correspondence files (for the three (3) most recent years of Seller's ownership of the Property only and the current year), and originals of any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to Sections 2.1(b) or (e) above, to the extent in Seller's possession, except for Seller's general ledger and other internal books or records which shall be retained by Seller. Seller shall deliver possession of the Property to Buyer as required hereunder, subject to the rights of the Tenants, hereunder and shall deliver to Buyer or make available at each of the locations contained within the definition of the Property a set of keys to the Property on the Closing Dateeach of such locations.

Deposit of Documents. (a) At or before the Closing, Seller shall deposit into escrow the following items:items (collectively, the “Seller’s Closing Deliveries”): (i) one (1) the duly executed and acknowledged Deed in ▇▇▇▇ for each of the form attached hereto as Exhibit C conveying the Real Property to Buyer subject only to the Conditions of Title. Buyer may elect to cause Seller to deliver multiple deeds to one or more nominees as elected by BuyerProperties; (ii) two (2) four (4) duly executed counterparts of the B▇▇▇ Bill of Sale for each of the Properties; (iii) two (2) duly executed counterparts of the Lease Agreement; (iv) two (2) duly executed counterparts of the memorandum of lease (the “Memorandum of Lease”) with respect to each of the Properties in substantially the same form attached hereto as Exhibit D (the "B▇▇▇ of Sale") conveying the Tangible Personal Property to BuyerF; (3) four (4) duly executed counterparts of an Assignment and Assumption of Leases, Service Contracts, Warranties and Other Intangible Property in the form attached hereto as Exhibit E pursuant to the terms of which Seller shall assign and Buyer shall assume all of Seller's obligations under the Leases and Service Contracts (the "Assignment of Leases"), and; (4) an updated copy of the Rent Roll, current as of the Closing Date, and certified by Seller to be true, correct and complete as of the Closing Date; (5v) an affidavit pursuant to Section 1445(b)(2) of the CodeCode in the form attached hereto as Exhibit J, and on which Buyer is entitled to rely, that Seller is not a "“foreign person" ” within the meaning of Section 1445(f)(3) of the Code; (vi) an owner’s affidavit in the form attached hereto as Exhibit K; (vii) a tenant waiver letter in the form attached hereto as Exhibit L; (viii) one (1) duly executed Guaranty in favor of Landlord in the form attached hereto as Exhibit G; (ix) one (1) duly executed Guarantor’s Certificate in favor of Landlord in the form attached hereto as Exhibit H; (x) two (2) duly executed counterparts of the Escrow Agreement (Immediate Repairs); and (xi) one (1) Form REW-1-1040, which the parties shall file with the Maine Revenue Services within thirty (30) days of Closing. (b) At or before the Closing, Buyer shall deposit into escrow the following items:items (collectively, the “Buyer’s Closing Deliveries”): (1i) immediately available funds necessary to close this transaction, including, without limitation, pay the Purchase Price (less the Deposit and interest thereon net of investment fees, if any, any offsets agreed to by ▇▇▇▇▇ and subject to the adjustments and prorations set forth in this Agreement) and funds sufficient to pay Buyer's closing costs and share of prorations hereunderSeller); (ii) two (2) four (4) duly executed counterparts of the B▇▇▇ Bill of Sale; andSale for each of the Properties; (3iii) four two (42) duly executed counterparts of the Assignment Lease Agreement; (iv) two (2) duly executed counterparts of Leasesthe Escrow Agreement (Immediate Repairs); and (v) one (1) Form REW-1-1040, which the parties shall file with the Maine Revenue Services within thirty (30) days of Closing. (c) Buyer and Seller and Buyer shall each execute and deposit a separate closing statement, such transfer tax declarations and such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the acquisition purchase and sale of the Property Properties in accordance with the terms hereof. ▇▇▇▇▇ and Seller and Buyer hereby designate Title Company as the "“Reporting Person" ” for the transaction Transaction pursuant to Section 6045(e) of the Code and the regulations promulgated thereunder and agree to execute such documentation as is reasonably necessary to effectuate such designationthereunder. (d) On or prior to To the Closing Dateextent in Seller’s possession, Seller shall deliver or make available at the Property to Buyer: Buyer originals of the Leases to the extent in Seller's possession, or copies of any Leases not in Seller's possession together with an affidavit from Seller as to such copies being true and complete copies of the applicable Lease(s), copies of the tenant correspondence files (for the three (3) most recent years of Seller's ownership of the Property only and the current year)Contracts, and originals of any other items which Seller was required to furnish Buyer copies of or make available at the relevant Property pursuant to Sections 2.1(b) or (e) above, to the extent in Seller's possession, except for Seller's general ledger and other internal books or records which shall be retained by Seller. Seller shall deliver possession of the Property to Buyer as required hereunder, subject to the rights of the Tenants, and shall deliver to Buyer or make available at the Property a set of keys to the Property on the Closing Datethis Agreement.

Deposit of Documents. (a) At or before the Closing, each Seller shall deposit into escrow the following items: (1) the duly executed and acknowledged Deed Deeds for each Property in the form attached hereto as Exhibit C conveying the Real Property to Buyer subject only to the Conditions of Title. Buyer may elect to cause Seller to deliver multiple deeds to one or more nominees as elected by Buyer; (2) four (4) duly executed counterparts of the B▇▇▇▇ of Sale for each Property in the form attached hereto as Exhibit D (the "B“▇▇▇▇ of Sale") conveying the Tangible Personal Property to Buyer”); (3) four (4) duly executed counterparts of an Assignment and Assumption of Leases, Service Contracts, Warranties and Other Intangible Property for each Property in the form attached hereto as Exhibit E pursuant to the terms of which Seller shall assign and Buyer shall assume all of Seller's obligations under the Leases and Service Contracts (the "“Assignment of Leases"”), and; (4) an updated copy of the Rent Roll, current as of the Closing Date, and certified by Seller to be true, correct and complete as of the Closing Date; (5) an affidavit pursuant to Section 1445(b)(2) of the Code, and on which Buyer is entitled to rely, that Seller is not a "“foreign person" ” within the meaning of Section 1445(f)(3) of the Code.; (5) Authority and good standing documents (6) A certified copy of the current Rent Roll; (7) With respect to each Parcel that is encumbered by a declaration of covenants, conditions and restrictions (“CCRs”), an estoppel certificate dated not earlier than five (5) business days prior to the Closing Date, from the declarant or property owner’s association, whichever is applicable, indicating that (i) no fees or assessments levied pursuant to the CCRs are unpaid, (ii) the Real Property and Improvements are not subject to any outstanding special assessments, charges (including construction charges for common facilities and improvements) or liens, levied under the CCRs, (iii) there is no outstanding notice of violation of the Real Property and the Improvements of the CCRs and (iv) any right of first refusal or first offer under the CCRs, if any, has been waived; (8) A “bring down” certificate with respect to the representations and warranties of Seller set forth in Section 3.1; (9) If not previously delivered, the original executed tenant Estoppel certificates; (10) Notices to Tenants (the “Notices”) of the Sale of the Property to Buyer including the address to which Base Rent, additional rent and notices are thereafter to be sent and specifying the amount of any security deposit and otherwise complying with Section 92.105 of the Texas Property Code; and (11) Such other others and instruments as Buyer or the Title Agent may reasonably request in order to consummate the transaction contemplated hereby, including an affidavit of the title, a closing statement and pay-off letters from the holders of all mortgages encumbering the Property (b) At or before Closing, Buyer shall deposit into escrow the following items: (1) immediately available funds necessary to close this transaction, including, without limitation, the Purchase Price (less the Deposit and interest thereon net of investment fees, if any, and subject to the adjustments and prorations set forth in this Agreementthereon) and funds sufficient to pay Buyer's ’s closing costs and share of prorations hereunder; (2) four (4) duly executed counterparts of the B▇▇▇▇ of SaleSale for each Property; and (3) four (4) duly executed counterparts of the Assignment of LeasesLeases for each Property. (c) Seller and Buyer shall each execute and deposit a separate closing statement, such transfer tax declarations and such other instruments as are reasonably required by the Title Company Agent or otherwise required to close the escrow and consummate the acquisition of the Property in accordance with the terms hereof. Seller and Buyer hereby designate Title Company Agent as the "“Reporting Person" ” for the transaction pursuant to Section 6045(e) of the Code and the regulations promulgated thereunder and agree to execute such documentation as is reasonably necessary to effectuate such designation. (d) On or prior to the Closing Date, Seller shall deliver or make available at the Property to Buyer: originals of the Leases and the Guarantees to the extent in Seller's ’s possession, or copies of any Leases not in Seller's ’s possession together with an affidavit from Seller as to such copies being true and complete copies of the applicable Lease(s), copies of the tenant correspondence files (for the three (3) most recent years of Seller's ownership of the Property only and the current year)Guarantees, and originals of any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to Sections 2.1(b) or (e) above, to the extent in Seller's possession’s possession or control, except for Seller's ’s general ledger and other internal books or records which shall be retained by Seller. Seller shall deliver possession of the Property to Buyer as required hereunder, subject to the rights of the Tenants, hereunder and shall deliver to Buyer or make available at the Property a set of keys to the Property on the Closing Date.

Deposit of Documents. (a) At or before the Closing, Seller shall deposit into escrow the following items: (1) the duly executed and acknowledged Deed in the form attached hereto as Exhibit C conveying the Real Property to Buyer subject only to the Conditions of Title. Buyer may elect to cause Seller to deliver multiple deeds to one or more nominees as elected by Buyer; (2) four (4) duly executed counterparts of the B▇▇▇ of Sale in the form attached hereto as Exhibit D (the "“B▇▇▇ of Sale"”) conveying the Tangible Personal Property to Buyer; (3) four (4) duly executed counterparts of an Assignment and Assumption of Leases, Service Contracts, Warranties and Other Intangible Property in the form attached hereto as Exhibit E pursuant to the terms of which Seller shall assign and Buyer shall assume all of Seller's ’s obligations under the Leases and Service Contracts (the "“Assignment of Leases"”), and; (4) an updated copy of the Rent Roll, current as of the Closing Date, and certified by Seller to be true, correct and complete as of the Closing Date; (5) an affidavit pursuant to Section 1445(b)(2) of the Code, and on which Buyer is entitled to rely, that Seller is not a "“foreign person" ” within the meaning of Section 1445(f)(3) of the Code. (b) At or before Closing, Buyer shall deposit into escrow the following items: (1) immediately available funds necessary to close this transaction, including, without limitation, the Purchase Price (less the Deposit and interest thereon net of investment fees, if any, and subject to the adjustments and prorations set forth in this Agreement) and funds sufficient to pay Buyer's ’s closing costs and share of prorations hereunder; (2) four (4) duly executed counterparts of the B▇▇▇ of Sale; and (3) four (4) duly executed counterparts of the Assignment of Leases. (c) Seller and Buyer shall each execute and deposit a separate closing statement, such transfer tax declarations and such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the acquisition of the Property in accordance with the terms hereof. Seller and Buyer hereby designate Title Company as the "“Reporting Person" ” for the transaction pursuant to Section 6045(e) of the Code and the regulations promulgated thereunder and agree to execute such documentation as is reasonably necessary to effectuate such designation. (d) On or prior to the Closing Date, Seller shall deliver or make available at the Property to Buyer: originals of the Leases to the extent in Seller's ’s possession, or copies of any Leases not in Seller's ’s possession together with an affidavit from Seller as to such copies being true and complete copies of the applicable Lease(s), copies of the tenant correspondence files (for the three (3) most recent years of Seller's ’s ownership of the Property only and the current year), and originals of any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to Sections 2.1(b) or (e) above, to the extent in Seller's ’s possession, except for Seller's ’s general ledger and other internal books or records which shall be retained by Seller. Seller shall deliver possession of the Property to Buyer as required hereunder, subject to the rights of the Tenants, hereunder and shall deliver to Buyer or make available at the Property a set of keys to the Property on the Closing Date.

Deposit of Documents. (a) At or before the Closing, Seller shall deposit into escrow the following itemsitems with respect to its portion of the Property: (1) the duly executed and acknowledged Deed in conveying all of the form attached hereto as Exhibit C conveying Seller's right, title and interest to the Real Property to Buyer subject only to the Conditions of Title. Buyer may elect to cause Seller to deliver multiple deeds to one or more nominees as elected by Buyer; (2) four (4) duly executed counterparts of the B▇Bill ▇▇ of Sale in the form attached hereto as Exhibit EXHIBIT D (the "B▇Bill ▇▇ of Sale") conveying all of the Tangible Seller's right, title and interest in and to the Personal Property Property, with Exhibit C to Buyersaid Bill ▇▇ Sale listing the Conditions of Title; (3) four (4) duly executed counterparts of an Assignment and Assumption of Leases, Service Contracts, Contracts and Warranties and Other Intangible Property in the form attached hereto as Exhibit EXHIBIT E pursuant to the terms of which Seller shall assign and Buyer shall assume all of Seller's obligations under the Leases leases, equipment leases, service contracts, leasing commission agreements and Service Contracts tenant improvement agreements affecting the Property to the extent set forth in said EXHIBIT E (the "Assignment of Leases"), andwith Exhibit D to said document listing the Conditions of Title; (4) an updated copy of the Rent Roll, current as of the Closing Date, and certified by Seller to be true, correct and complete as of the Closing Date; (5) an affidavit pursuant to Section 1445(b)(2) of the Federal Code, and on which Buyer is entitled to rely, that Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the Federal Code; (5) California 590RE Certificate; and (6) Four (4) duly executed counterparts of a closing statement in form and content satisfactory to Buyer and Seller (the "Closing Statement") duly executed by Seller. (b) At or before Closing, Buyer shall deposit into escrow the following items: (1) immediately available funds necessary to close this transaction, including, without limitation, the Purchase Price (less the Deposit and interest thereon net of investment fees, if any, and subject to the adjustments and prorations set forth in this Agreement) and funds sufficient to pay Buyer's closing costs and share of prorations hereunder; (2) four (4) duly executed counterparts of the B▇Bill ▇▇ of Sale; and; (3) four (4) duly executed counterparts of the Assignment of Leases; and (4) Four (4) duly executed counterparts of the Closing Statement. (c) Buyer and Seller and Buyer shall each execute and deposit a separate closing statement, such transfer tax declarations and such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the acquisition purchase and sale of the Property in accordance with the terms hereof. Seller and Buyer hereby designate , including, without limitation, an agreement (the "Designation Agreement") designating Title Company as the "Reporting Person" for the transaction pursuant to Section 6045(e) of the Federal Code and the regulations promulgated thereunder thereunder, and agree executed by Seller, Buyer and Title Company. The Designation Agreement shall appear in Seller's and Buyer's escrow instructions and shall be in a form reasonably acceptable to execute such documentation as is reasonably necessary to effectuate such designationthe parties, and, in any event, shall comply with the requirements of Section 6045(e) of the Federal Code and the regulations promulgated thereunder. (d) On or prior to the Closing Date, Seller shall deliver or make available at the Property to Buyer: Buyer originals of the Leases to the extent in Seller's possession, or copies of any Leases not in Seller's possession together with an affidavit from Seller as to such copies being true and complete copies of the applicable Lease(s)leases, copies of the tenant correspondence files (for the three (3) most recent years of Seller's ownership of the Property only and the current yearonly), and originals of any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to Sections 2.1(b) or (eSection 2.1(e) above, to the extent in Seller's possession, except for Seller's general ledger and other internal books or records which shall be retained by Seller. Seller shall deliver possession of the Property to Buyer as required hereunder, subject to the rights of the Tenants, and shall deliver to Buyer or make available at the Property a set of keys to the Property on the Closing Date.within five (5)

Deposit of Documents. (a) At or before the Closing, Seller shall deposit into escrow the following items: (1i) the a duly executed and acknowledged Special Warranty Deed in the form attached hereto as Exhibit C conveying EXHIBIT A (the Real Property to Buyer subject only to the Conditions of Title. Buyer may elect to cause Seller to deliver multiple deeds to one or more nominees as elected by Buyer"DEED"); (2ii) four (4) a duly executed counterparts of the B▇▇▇▇ of Sale in for the form attached hereto as Exhibit D (the "B▇▇▇ of Sale") conveying the Tangible Personal Property to Buyer; (3) four (4) duly executed counterparts of an Assignment and Assumption of Leases, Service Contracts, Warranties and Other Intangible Property in the form attached hereto as Exhibit E pursuant to the terms of which Seller shall assign and Buyer shall assume all of Seller's obligations under the Leases and Service Contracts EXHIBIT B (the "Assignment of Leases▇▇▇▇ OF SALE"), and; (4iii) a duly executed counterpart of an updated copy Assignment and Assumption of Leases for the Rent Roll, current Property in the form attached hereto as of EXHIBIT C (the Closing Date, and certified by Seller to be true, correct and complete as of the Closing Date"ASSIGNMENT OF LEASES"); (5iv) a duly executed counterpart of an Assignment and Assumption of Contracts, Warranties and Guaranties and Other Intangible Property for the Property in the form attached hereto as EXHIBIT D (the "ASSIGNMENT OF CONTRACTS"); (v) a duly executed counterpart of such disclosures and reports (including withholding certificates) as are required by applicable state and local law in connection with the conveyance of the Property; (vi) Seller's affidavit to the Title Company, in the form of EXHIBIT E attached hereto (the "SELLER'S AFFIDAVIT"); and (vii) an affidavit pursuant to Section 1445(b)(2) of the Code, and on which Buyer is entitled to rely, that Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the Code.; and (viii) a Reciprocal Easement Agreement in form and content acceptable to the Seller and Buyer with respect to the Seller Retained Land which is to be finalized during the Due Diligence Period (the "RETAINED PARCEL REA"); (b) At or before Closing, Buyer shall deposit into escrow the following items: (1i) immediately available funds necessary to close this transaction, including, without limitation, the Purchase Price (less the Deposit and interest thereon net of investment fees, if any, and subject to the adjustments and prorations set forth in this Agreement) and funds sufficient to pay Buyer's closing costs and share of prorations hereunderPrice; (2ii) four (4) a duly executed counterparts of the B▇▇▇ of Sale; and (3) four (4) duly executed counterparts counterpart of the Assignment of Leases; (iii) a duly executed counterpart of the Assignment of Contracts; and (iv) a duly executed counterpart of the Retained Parcel REA; and (v) a duly executed counterpart of such disclosures and reports as are required by applicable state and local law in connection with the conveyance of the Property. (c) Buyer and Seller shall endeavor in good faith to agree on the final, execution form of all of the documents referred to above on or before the last day of the Due Diligence Period. Buyer and Buyer Seller shall each execute and deposit a separate closing statement, such transfer tax declarations and such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the acquisition purchase and sale of the Property in accordance with the terms hereof. ; PROVIDED, that Seller and Buyer hereby designate Title Company as the "Reporting Person" for the transaction pursuant shall not be required to Section 6045(e) of the Code and the regulations promulgated thereunder and agree provide any indemnities or affidavits or to execute such documentation as is reasonably necessary to effectuate such designationescrow any funds other than Seller's Affidavit. (d) On or prior to the Closing Date, Seller shall deliver or make available at the Property to Buyer: Buyer originals of the Leases to the extent in Seller's possession(or, or copies of any Leases if originals are not in Seller's possession together with an affidavit from Seller as to such copies being true and complete copies of the applicable Lease(savailable, copies), copies of the tenant correspondence files of the Real Property in Seller's possession, a set of keys to the Real Property and originals (for or copies, if originals are not available) of any other items in Seller's possession relating to the three use, ownership, operation, maintenance, leasing, repair, alteration, management or development of the Real Property, all within five (35) most recent years Business Days after the Closing Date. Following the Closing, Buyer shall make all Leases, Contracts, other documents, books, records and any other materials in its possession, to the extent the same relate to the period of Seller's ownership of the Property only Property, available to Seller or its representatives for inspection and/or copying at reasonable times and the current year), and originals of any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to Sections 2.1(b) or (e) above, to the extent in Seller's possession, except for Seller's general ledger and other internal books or records which shall be retained by Seller. Seller shall deliver possession of the Property to Buyer as required hereunder, subject to the rights of the Tenants, and shall deliver to Buyer or make available at the Property a set of keys to the Property on the Closing Dateupon reasonable notice.

Deposit of Documents. (a) At or before the Closing, Seller shall deposit into escrow the following items: (1) the duly executed and acknowledged Deed in the form attached hereto as Exhibit C conveying the Real Property to Buyer subject only to the Conditions of Title. Buyer may elect to cause Seller to deliver multiple deeds to one or more nominees as elected by Buyer; (2) four (4) duly executed counterparts of the B▇▇▇▇ of Sale in the form attached hereto as Exhibit D (the "B“▇▇▇▇ of Sale") conveying the Tangible Personal Property to Buyer”); (3) four (4) duly executed counterparts of an Assignment and Assumption of Leases, Service Contracts, Warranties and Other Intangible Property in the form attached hereto as Exhibit E pursuant to the terms of which Seller shall assign and Buyer shall assume all of Seller's ’s obligations under the Leases Leases, Service Contracts, and Service Contracts other documents and agreements affecting the Property (the "“Assignment of Leases"”), and; (4) an updated copy of the Rent Roll, current as of the Closing Date, and certified by Seller to be true, correct and complete as of the Closing Date; (5) an affidavit pursuant to Section 1445(b)(2) of the Code, and on which Buyer is entitled to rely, that Seller is not a "“foreign person" ” within the meaning of Section 1445(f)(3) of the Code; (5) a termination of Seller’s existing property management and leasing agreement with Buck Management Group (Minnesota) LLC and any other agreements providing for leasing commissions to Buck Management Group (Minnesota) which would otherwise be payable by Buyer, and a termination of Seller’s existing leasing agreement with Cambridge Commercial Realty, Inc. (6) a certificate, dated as of the date of Closing and executed on behalf of Seller by a duly authorized signatory thereof, stating that the representations and warranties of Seller contained in this Agreement are true and correct in all material respects as of the date of Closing (with appropriate modifications of those representations and warranties made in Section 3.1 hereof to reflect any Exception Matters) or identifying any representation or warranty which is not, or no longer is, true and correct and explaining the state of facts giving rise to the change. In no event shall Seller be liable to Buyer for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty which results from any change that (i) occurs between the Effective Date and the date of Closing and (ii) is expressly permitted under the terms of this Agreement or is beyond the reasonable control of Seller to prevent; provided, however, that the occurrence of a change which is not permitted hereunder or is beyond the reasonable control of Seller to prevent shall, if materially adverse to Buyer, constitute the non-fulfillment of the condition set forth in Section 3.1; if, despite changes or other matters described in such certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in such certificate; (7) an affidavit duly executed by Seller stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980 and the 1984 Tax Reform Act; (8) an Audit Letter in the form of Exhibit J attached hereto; (9) a written undertaking to pay to Buyer the following (secured by an instrument or instruments reasonably acceptable to Buyer): (i) an income supplement of $225,000 per month for 24 months (total: $5,400,000); (ii) a capital improvement contribution of $50,000 per month for 48 months (total $2,400,000); and (iii) the payments under clauses (i) and (ii) above shall begin the first day of the month next following the Closing; and (b) Seller shall be responsible for all costs required to be paid as Landlord to place ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ & ▇▇▇▇▇▇ into their respective spaces on the 51st Floor and LaSalle Bank into its space on the 35th Floor. (10) deliver or make available at the Property the original Leases and Operating Agreements, to the extent in Seller’s possession (or to the extent identified by Buyer during the Contingency Period as copies, Seller shall certify such copies) and licenses and permits, if any, in the possession of Seller or Seller’s agents, together with such leasing and property files and records which are material in connection with the continued operation, leasing and maintenance of the Property, which may be delivered by leaving same in the offices of the property manager; and (11) with respect to any security deposits which are letters of credit, (i) deliver to Buyer such letters of credit, (ii) execute and deliver assignments thereof (if applicable) and such other instruments as the issuers of such letters of credit shall reasonably require to make Buyer the beneficiary of the letter of credit, and (iii) cooperate with Buyer to change the named beneficiary under such letters of credit to Buyer, at Seller’s expense, and (iv) if any letter of credit is not assignable, agree that, until a new letter of credit is issued for the benefit of Buyer, at the request of Buyer, Seller shall draw on said letter of credit in the event of a default of the tenant and pay the amount of the draw to Buyer, so long as Buyer indemnifies Seller for any and all damages, losses, costs, claims, liabilities, expenses, demands and obligations, of any kind or nature whatsoever (including attorneys fees and costs) arising out of or resulting from any such draw made by Seller at the request of Buyer; (12) any documentation reasonably acceptable to Buyer, Seller and their respective counsel for the assumption of the First Mortgage Loan and the releases of liability provided above. (b) At or before Closing, Buyer shall deposit into escrow the following items: (1) immediately available funds necessary to close this transaction, including, without limitation, the Purchase Price (less the Deposit and interest thereon net of investment fees, if any, and subject to the adjustments and prorations set forth in this Agreement) and funds sufficient to pay Buyer's ’s closing costs and share of prorations hereunder; (2) four (4) duly executed counterparts of the B▇▇▇▇ of Sale; and; (3) four (4) duly executed counterparts of the Assignment of Leases; and (4) such assumption documents reasonably acceptable to Buyer, Seller and their respective counsel, as may be required for the assumption of the First Mortgage Loan and the releases of liability provided above. (c) Seller and Buyer shall each execute and deposit a separate closing statement, counterparts of an Assignment and Assumption of Seller’s right, title and interest in the REA, and such transfer tax declarations and such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the acquisition of the Property in accordance with the terms hereof. Seller and Buyer hereby designate Title Company as the "“Reporting Person" ” for the transaction pursuant to Section 6045(e) of the Code and the regulations promulgated thereunder and agree to execute such documentation as is reasonably necessary to effectuate such designation. (d) On or prior to the Closing Date, to the extent Seller has not delivered or made available original Leases, Seller shall deliver or make available at the Property to Buyer: originals of the Leases to the extent in Seller's possession, or copies of any such Leases not in Seller's possession together with an affidavit from Seller as to such copies being true and complete copies of the applicable Lease(s), copies of the tenant correspondence files (for the three (3) most recent years period of Seller's ’s ownership of the Property only and the current yearonly), and originals of any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to Sections 2.1(b2.l(b) or (e) above, to the extent in Seller's ’s possession, except for Seller's ’s general ledger and other internal books or records which shall be retained by Seller. Seller shall deliver possession of the Property to Buyer as required hereunder, subject to the rights of the Tenants, hereunder and shall deliver to Buyer or make available at the Property a set of keys to the Property on the Closing Date.

Deposit of Documents. (a) At or before the Closing, Seller shall deposit into escrow the following items: (1) the duly one (1) executed and acknowledged Deed special warranty deed in substantially the form attached hereto as Exhibit C conveying B (the Real Property to Buyer subject only to the Conditions of Title. Buyer may elect to cause Seller to deliver multiple deeds to one or more nominees as elected by Buyer; “Special Warranty Deed”), two (2) four (4) duly executed counterparts of of: (i) the B▇▇▇▇ of Sale in the form and General Assignment attached hereto as Exhibit D C; and (ii) the "B▇▇▇ Declaration of Sale"Easements in a form approved by Buyer and Seller prior to the expiration of the Title Review Period. (2) conveying the Tangible Personal Property to BuyerSeller’s Settlement Statement; (3) four (4) duly executed counterparts of an Assignment and Assumption of Leases, Service Contracts, Warranties and Other Intangible Property in the form attached hereto as Exhibit E pursuant to the terms of which Seller shall assign and Buyer shall assume all of Seller's obligations under the Leases and Service Contracts (the "Assignment of Leases"), and; (4) an updated copy of the Rent Roll, current as of the Closing Date, and certified by Seller to be true, correct and complete as of the Closing Date; (5) an affidavit pursuant to Section 1445(b)(2) of the Code, and on which Buyer is entitled to rely, that Seller is not a "“foreign person" ” within the meaning of Section 1445(f)(3) of the Code; (4) an owner/seller title affidavit and gap indemnity in form customarily required by the Title Company, and any other affidavit, documents or instrument required to be executed by Seller, or reasonably requested by the Title Company, in order to effect the Closing or the transfer of title to the Property to Buyer; (5) evidence of Seller’s authority to sell the Property to Buyer and of the persons acting on behalf of Seller in form and substance reasonably acceptable to Buyer’s counsel; (6) a termination of all existing management agreements with respect to the Property; and (7) such other normal and customary documents reasonably required to consummate the transaction contemplated herein. (b) At or before Closing, Buyer shall deposit into escrow the following items: (1) immediately available funds necessary to close this transaction, including, without limitation, the Purchase Price (less the Deposit and interest thereon thereon, net of investment fees, if any, and subject to the adjustments and prorations set forth in this Agreement) and funds sufficient to pay Buyer's ’s closing costs and share of prorations hereunder;; and (2) four two (42) duly executed counterparts of: (i) the Declaration of Easements in a form approved by Buyer and Seller prior to the expiration of the B▇▇▇ of SaleTitle Review Period. (3) Buyer’s Settlement Statement; and (3) four (4) duly executed counterparts of Such other normal and customary documents reasonably required to consummate the Assignment of Leasestransaction contemplated herein. (c) Seller and Buyer shall each execute and deposit a separate closing statement, such transfer tax declarations statement and such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the acquisition of the Property in accordance with the terms hereof. Seller and Buyer hereby designate Title Company as the "“Reporting Person" ” for the transaction pursuant to Section 6045(e) of the Code and the regulations promulgated thereunder and agree to execute such documentation as is reasonably necessary to effectuate such designation. (d) On or prior to the Closing Date, Date Seller shall deliver or make available at the Property to Buyer: originals of the Leases to the extent in Seller's possession, or copies of any Leases not in Seller's possession together with an affidavit from Seller as to such copies being true and complete copies of the applicable Lease(s), copies of the tenant correspondence files (for the three (3) most recent years of Seller's ownership of the Property only and the current year), and Buyer originals of any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to Sections 2.1(b) or (e) above2.1, to the extent in Seller's ’s possession, except for Seller's ’s general ledger and other internal books or records which shall be retained by Seller. Seller shall deliver possession of the Property to Buyer as required hereunder, subject to the rights of the Tenants, hereunder and shall deliver to Buyer or make available at the Property a set of keys to the Property on the Closing Date.

Deposit of Documents. (a) At or before the Closing, Seller shall deposit into escrow the following itemsitems with respect to the Property: (1) the duly executed and acknowledged Deed in the form attached hereto as Exhibit C conveying the Real Property to Buyer subject only to the Conditions of Title. Buyer may elect to cause Seller to deliver multiple deeds to one or more nominees as elected by BuyerTHE DULY EXECUTED AND ACKNOWLEDGED DEEDS IN THE FORM ATTACHED HERETO AS EXHIBIT D CONVEYING THE REAL PROPERTY TO BUYER SUBJECT TO THE CONDITIONS OF TITLE; (2) four FOUR (4) duly executed counterparts of the B▇DULY EXECUTED COUNTERPARTS OF THE BILL ▇▇ of Sale in the form attached hereto as Exhibit D SALE IN THE FORM ATTACHED HERETO AS EXHIBIT E (the THE "B▇BILL ▇▇ of SaleSALE") conveying the Tangible Personal Property to Buyer); (3) four FOUR (4) duly executed counterparts of an Assignment and Assumption of LeasesDULY EXECUTED COUNTERPARTS OF AN ASSIGNMENT AND ASSUMPTION OF LEASES, Service Contracts, Warranties and Other Intangible Property in the form attached hereto as Exhibit E pursuant to the terms of which Seller shall assign and Buyer shall assume all of Seller's obligations under the Leases and Service Contracts SERVICE CONTRACTS AND WARRANTIES IN THE FORM ATTACHED HERETO AS EXHIBIT F (the THE "Assignment of LeasesASSIGNMENT OF LEASES"), and; (4) an updated copy of the Rent RollAN AFFIDAVIT PURSUANT TO SECTION 1445(B)(2) OF THE FEDERAL CODE, current as of the Closing DateAND ON WHICH BUYER IS ENTITLED TO RELY, and certified by Seller to be true, correct and complete as of the Closing DateTHAT SELLER IS NOT A "FOREIGN PERSON" WITHIN THE MEANING OF SECTION 1445(F)(3) OF THE FEDERAL CODE; (5) an affidavit pursuant to Section 1445(b)(2AN AFFIDAVIT OF PROPERTY VALUE FOR THE PROPERTIES LOCATED IN ARIZONA; (6) of the Code, and on which Buyer is entitled to rely, that Seller is not a "foreign person" within the meaning of Section 1445(f)(3A STATUTORY NOTICE TO PURCHASERS OF REAL PROPERTY FOR THE PROPERTY LOCATED IN TEXAS; (7) of the Code.AN ASSIGNMENT AND ASSUMPTION OF DECLARANT OBLIGATIONS FOR THE PROPERTY LOCATED IN NEW MEXICO IN THE FORM ATTACHED HERETO AS EXHIBIT H; (8) A REAL PROPERTY TRANSFER DECLARATION FOR THE PROPERTIES LOCATED IN COLORADO; (9) A DR-1083 FOR THE PROPERTIES LOCATED IN COLORADO; AND (10) AN ASSIGNMENT AND ASSUMPTION OF DECLARANT OBLIGATION FOR THE PROPERTY LOCATED IN TEXAS IN THE FORM ATTACHED HERETO AS EXHIBIT I. (b) At or before Closing, Buyer shall deposit into escrow the following items: (1) immediately available funds necessary to close this transaction, including, without limitation, the Purchase Price (less the Deposit and interest thereon net of investment fees, if any, and subject to the adjustments and prorations set forth in this Agreement) and funds sufficient to pay Buyer's closing costs and share of prorations hereunderFUNDS NECESSARY TO CLOSE THIS TRANSACTION; (2) four (4) duly executed counterparts of the B▇▇▇ of Sale; and (3) four (4) duly executed counterparts of the Assignment of Leases. (c) Seller and Buyer shall each execute and deposit a separate closing statement, such transfer tax declarations and such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the acquisition of the Property in accordance with the terms hereof. Seller and Buyer hereby designate Title Company as the "Reporting Person" for the transaction pursuant to Section 6045(e) of the Code and the regulations promulgated thereunder and agree to execute such documentation as is reasonably necessary to effectuate such designation. (d) On or prior to the Closing Date, Seller shall deliver or make available at the Property to Buyer: originals of the Leases to the extent in Seller's possession, or copies of any Leases not in Seller's possession together with an affidavit from Seller as to such copies being true and complete copies of the applicable Lease(s), copies of the tenant correspondence files (for the three (3) most recent years of Seller's ownership of the Property only and the current year), and originals of any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to Sections 2.1(b) or (e) above, to the extent in Seller's possession, except for Seller's general ledger and other internal books or records which shall be retained by Seller. Seller shall deliver possession of the Property to Buyer as required hereunder, subject to the rights of the Tenants, and shall deliver to Buyer or make available at the Property a set of keys to the Property on the Closing Date.FOUR

Deposit of Documents. (a) At or before the Closing, Seller shall deposit into escrow the following items: (1) the duly executed and acknowledged Deed in the form attached hereto as Exhibit C conveying the Real Property to Buyer subject only to the Conditions of Title. Buyer may elect to cause Seller to deliver multiple deeds to one or more nominees as elected by Buyer; (2) four (4) duly executed counterparts of the B▇▇▇ of Sale in the form attached hereto as Exhibit D (the "“B▇▇▇ of Sale") conveying the Tangible Personal Property to Buyer”); (3) four (4) duly executed counterparts of an Assignment and Assumption of Leases, Service Contracts, Warranties and Other Intangible Property in the form attached hereto as Exhibit E pursuant to the terms of which Seller shall assign and Buyer shall assume all of Seller's ’s obligations under the Leases Leases, Service Contracts, and Service Contracts other documents and agreements affecting the Property (the "“Assignment of Leases"”), and; (4) an updated copy of the Rent Roll, current as of the Closing Date, and certified by Seller to be true, correct and complete as of the Closing Date; (5) an affidavit pursuant to Section 1445(b)(2) of the Code, and on which Buyer is entitled to rely, that Seller is not a "“foreign person" ” within the meaning of Section 1445(f)(3) of the Code; (5) California 593-C Certificate; and (6) Such other documents or items which Seller is expressly required to deliver at Closing pursuant to this Agreement (including, without limitation, tenant letters of credit in Seller’s possession at Closing, which with respect to such letters of credit, Seller agrees, upon Buyer’s request and at Buyer’s sole cost and expense, to cooperate with Buyer in obtaining letters of credit reissued to name Buyer as beneficiary after Closing). (b) At or before Closing, Buyer shall deposit into escrow the following items: (1) immediately available funds necessary to close this transaction, including, without limitation, the Purchase Price (less the Deposit and interest thereon net of investment fees, if any, and subject to the adjustments and prorations set forth in this Agreement) and funds sufficient to pay Buyer's ’s closing costs and share of prorations hereunder, net of any credits to Buyer required by this Agreement; (2) four (4) duly executed counterparts of the B▇▇▇ of Sale; and (3) four (4) duly executed counterparts of the Assignment of Leases. (c) Seller and Buyer shall each execute and deposit a separate closing statement, such transfer tax declarations and such other instruments (including, without limitation, appropriate evidence of the authority of such party) as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the acquisition of the Property in accordance with the terms hereof. Seller and Buyer hereby designate Title Company as the "“Reporting Person" ” for the transaction pursuant to Section 6045(e) of the Code and the regulations promulgated thereunder and agree to execute such documentation as is reasonably necessary to effectuate such designation. (d) On or prior to Within five (5) business days after the Closing Date, Seller shall deliver or make available at the Property to Buyer: originals of the Leases to the extent in Seller's ’s possession, or copies of any Leases not in Seller's possession together with an affidavit from Seller as to such copies being true and complete copies of the applicable Lease(s)’s possession, copies of the tenant correspondence files (for the three (3) most recent years of in Seller's ownership of the Property only and the current year)’s possession, and originals of any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to Sections 2.1(b) or (e) above, to the extent in Seller's ’s possession, except for Seller's ’s general ledger and other internal books or records which shall be retained by Seller. Seller shall deliver possession of the Property to Buyer as required hereunder, subject to the rights of the Tenants, hereunder and shall deliver to Buyer or make available at the Property a set of keys all keys, pass codes and access devices held by Seller or its property manager with respect to the Property on the Closing Date.

Deposit of Documents. (a) At On or before the ClosingDecember 16, 1997 (the "Document Delivery Date"), at the offices of Seller's counsel (or such other time and location as the parties may agree) Seller shall deposit into escrow with the Title Company the following items:items (pursuant to escrow instructions reasonably acceptable to Seller and Buyer): (1i) the a duly executed and acknowledged Deed in the form attached hereto as Exhibit C conveying the Real Property to Buyer subject only to the Conditions of Title. Buyer may elect to cause Seller to deliver multiple deeds to one or more nominees as elected by Buyerfor each Fee Property; (2ii) four (4) a duly executed counterparts and acknowledged Assignment of Ground Lease for each Leasehold Estate (including the BLeasehold Improvements on each Leasehold Estate); (iii) [intentionally omitted] (iv) a duly executed counterpart of a ▇▇▇▇ of Sale in the form attached hereto as Exhibit D (the "B▇▇▇ of Sale") conveying the Tangible Personal for each Fee Property to Buyer; (3) four (4) duly executed counterparts of an Assignment and Assumption of Leases, Service Contracts, Warranties and Other Intangible each Leasehold Property in the form attached hereto as Exhibit E pursuant to (each, a "▇▇▇▇ of Sale"); (v) a duly executed counterpart of an Assignment and Assumption of Leases for each Fee Property and each Leasehold Property in the terms of which Seller shall assign and Buyer shall assume all of Seller's obligations under the Leases and Service Contracts form attached hereto as Exhibit F (the each, an "Assignment of Leases"), and; (4vi) a duly executed counterpart of an updated copy Assignment and Assumption of Contracts, Warranties and Guaranties and Other Intangible Property for each Fee Property and each Leasehold Property in the Rent Rollform attached hereto as Exhibit G (each, current as an "Assignment of the Closing Date, and certified by Seller to be true, correct and complete as of the Closing DateContracts"); (5vii) a duly executed counterpart of an agreement designating the Title Company as the "Reporting Person" for the transaction contemplated hereby pursuant to Section 6045(e) of the Federal Code and the regulations promulgated thereunder, substantially in the form of Exhibit H attached hereto (the "Designation Agreement"); (viii) a duly executed counterpart of such disclosures and reports (including withholding certificates) as are required by applicable state and local law in connection with the conveyance of the Properties; (ix) the Seller's affidavit to the Title Company, in the form of Exhibit L attached hereto (the "Seller's Affidavit"); and (x) an affidavit pursuant to Section 1445(b)(2) of the Code, and on which Buyer is entitled to rely, that Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the Code. (b) At On or before Closingthe Document Delivery Date, at the offices of Seller's counsel (or such other time and location as the parties may agree), Buyer shall deposit into escrow with the Title Company the following items:items (pursuant to escrow instructions reasonably acceptable to Seller and Buyer): (1i) immediately available funds necessary to close this transaction, including, without limitation, the Purchase Price (less the Deposit a duly executed and interest thereon net acknowledged counterpart of investment fees, if any, and subject to the adjustments and prorations set forth in this Agreement) and funds sufficient to pay Buyer's closing costs and share an Assignment of prorations hereunderGround Lease for each Leasehold Estate; (2ii) four (4) a duly executed counterparts counterpart of the Beach ▇▇▇▇ of Sale; (iii) a duly executed counterparts of each Assignment of Leases; (iv) a duly executed counterpart of each Assignment of Contracts; (v) a duly executed counterpart of the Designation Agreement (vi) a duly executed counterpart of Buyer's As-Is Certificate and Agreement, substantially in the form of Exhibit I attached hereto; and (3vii) four (4) a duly executed counterparts counterpart of such disclosures and reports as are required by applicable state and local law in connection with the conveyance of the Assignment of LeasesProperties. (c) Seller and On the morning of the Closing Date, Buyer shall effect a wire transfer of federal funds to the Title Company's escrow account (in accordance with the wiring instructions set forth on Schedule 2.2.1) in an amount equal to the sum of (i) the Purchase Price and (ii) the amount (if any) of the costs, expenses and adjustments payable by Buyer under this Agreement. The amount of the funds to be wired to the Title Company's escrow account shall be reduced by the Deposit (including all interest thereon). After Seller's confirmation of receipt of the Purchase Price (as reduced by the costs, expenses, prorations and adjustments payable by Seller under this Agreement) by wire transfer of federal funds by the Title Company to one or more accounts designated by Seller: (i) the Title Company shall be authorized to record the Deed for each execute Fee Property and the Assignment of Ground Lease for each Leasehold Estate, (ii) the Title Company shall deliver to Buyer all other documents and instruments received by it which, in accordance with the terms of this Agreement, are to be delivered by Seller to Buyer on the Closing Date, and (iii) the Title Company shall deliver to Buyer all other documents and instruments received by it which, in accordance with the terms of this Agreement are to be delivered by Buyer to Seller on the Closing Date. Buyer and Seller shall each deposit a separate closing statement, such transfer tax declarations and such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the acquisition purchase and sale of the Property Properties in accordance with the terms hereof. ; provided, that Seller and Buyer hereby designate Title Company as shall not be required to provide any indemnities or affidavits or to escrow any funds other than the "Reporting Person" for the transaction pursuant to Section 6045(e) of the Code and the regulations promulgated thereunder and agree to execute such documentation as is reasonably necessary to effectuate such designationSeller's Affidavit. (d) On or prior to the Closing Date, Seller shall deliver or make available at the Property to Buyer: Buyer originals of the Leases to the extent in Seller's possession(or, or copies of any Leases if originals are not in Seller's possession together with an affidavit from Seller as to such copies being true and complete copies of the applicable Lease(savailable, copies), copies of the tenant correspondence files of the Real Properties in Seller's possession, a set of keys to each Real Property and originals (for or copies, if originals are not available) of any other items in Seller's possession relating to the three use, ownership, operation, maintenance, leasing, repair, alteration, management or development of the Real Properties, on the Closing Date (3) most recent years at such location as Buyer and Seller shall mutually agree). Following the Closing, Buyer shall make all Leases, Contracts, other documents, books, records and any other materials in its possession, to the extent the same relate to the period of Seller's ownership of the Property only Properties, available to Seller or its representatives for inspection and/or copying at Buyer's offices (at Seller's sole cost and the current year), expense) at reasonable times and originals of any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to Sections 2.1(b) or upon reasonable notice. (e) above, to the extent in Seller's possession, except for Seller's general ledger and other internal books or records which shall be retained by Seller. Seller shall deliver possession use reasonable efforts to obtain from the State of the Property to Buyer as required hereunder, subject to the rights New Jersey Department of the Tenants, Environmental Protection and shall deliver to Buyer or make available at the Property a set "letter of keys non-applicability" with respect to the Property on under the Closing Date.New Jersey Industrial Site Recovery Act, N.J.

Deposit of Documents. (a) At or before the Closing, Seller shall deposit into escrow the following items: (1) the duly executed and acknowledged Deed in the form attached hereto as Exhibit C conveying the Real Property to Buyer subject only to the Conditions of Title. Buyer may elect to cause Seller to deliver multiple deeds to one or more nominees as elected by Buyer; (2) four (4) duly executed counterparts of the B▇▇▇▇ of Sale in the form attached hereto as Exhibit D (the "B“▇▇▇▇ of Sale") conveying the Tangible Personal Property to Buyer”); (3) four (4) duly executed counterparts of an Assignment and Assumption of Leases, Service Contracts, Warranties and Other Intangible Property in the form attached hereto as Exhibit E pursuant to the terms of which Seller shall assign and Buyer shall assume all of Seller's ’s obligations under the Leases Leases, Service Contracts, and Service Contracts other documents and agreements affecting the Property (the "“Assignment of Leases"”), and; (4) an updated copy of the Rent Roll, current as of the Closing Date, and certified by Seller to be true, correct and complete as of the Closing Date; (5) an affidavit pursuant to Section 1445(b)(2) of the Code, and on which Buyer is entitled to rely, that Seller is not a "“foreign person" ” within the meaning of Section 1445(f)(3) of the Code; and (5) an updated Rent Roll, certified to Buyer. (b) At or before Closing, Buyer shall deposit into escrow the following items: (1) immediately available funds necessary to close this transaction, including, without limitation, the Purchase Price (less the Deposit and interest thereon net of investment fees, if any, and subject to the adjustments and prorations set forth in this Agreement) and funds sufficient to pay Buyer's ’s closing costs and share of prorations hereunder; (2) four (4) duly executed counterparts of the B▇▇▇▇ of Sale; and (3) four (4) duly executed counterparts of the Assignment of Leases. (c) Seller and Buyer shall each execute and deposit a separate closing statement, such transfer tax declarations and such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the acquisition of the Property in accordance with the terms hereof. Seller and Buyer hereby designate Title Company as the "“Reporting Person" ” for the transaction pursuant to Section 6045(e) of the Code and the regulations promulgated thereunder and agree to execute such documentation as is reasonably necessary to effectuate such designation. (d) On or prior to the Closing Date, Seller shall deliver or make available at the Property to Buyer: originals of the Leases to the extent in Seller's ’s possession, or copies of any Leases not in Seller's ’s possession together with an affidavit from Seller as to such copies being true and complete copies of the applicable Lease(s), copies of the tenant correspondence files (for the three (3) most recent years of Seller's ’s ownership of the Property only and the current year), and originals of any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to Sections 2.1(b) or (e) Section 2.1 above, to the extent in Seller's ’s possession, except for Seller's ’s general ledger and other internal books or records which shall be retained by Seller. Seller shall deliver possession of the Property to Buyer as required hereunder, subject to the rights of the Tenants, hereunder and shall deliver to Buyer or make available at the Property a set of the keys to the Property on the Closing Date.

Deposit of Documents. (a) At or before the Closing, Seller shall deposit deposit, or cause to be deposited, into escrow the following items: (1) the duly executed and acknowledged Deed in the form attached hereto as Exhibit C conveying the Real Property to Buyer subject only to the Conditions of Title. Buyer may elect to cause Seller to deliver multiple deeds to one or more nominees as elected by Buyer; (2) four (4) duly executed counterparts of the B▇▇▇▇ of Sale in the form attached hereto as Exhibit D (the "B“▇▇▇▇ of Sale") conveying the Tangible Personal Property to Buyer”); (3) four (4) duly executed counterparts of an Assignment and Assumption of Leases, Service Contracts, Warranties and Other Intangible Property in the form attached hereto as Exhibit E pursuant to the terms of which Seller shall assign and Buyer shall assume all of Seller's ’s obligations under the Leases Lease, Service Contracts, and Service Contracts other documents and agreements affecting the Property (the "“Assignment of Leases"”), and; (4) an updated copy of the Rent Roll, current as of the Closing Date, and certified by Seller to be true, correct and complete as of the Closing Date; (5) an all affidavit pursuant to Section 1445(b)(2) of the Code, and on which Buyer is entitled to rely, that Seller is not a "“foreign person" ” within the meaning of Section 1445(f)(3) of the Code; (5) the duly executed and acknowledged Landscape Easement (as defined in Section 9.19(a) below) signed by Seller and RREEF Domain LP; (6) the duly executed and acknowledged Parking Garage Easement Agreement (as defined in Section 9.19(b) below) signed by Seller and RREEF Domain LP; (7) an assignment and assumption of Ground Lease (the “Ground Lease Assignment”), in a recordable form to be agreed upon by Seller and Buyer in their reasonable discretion prior to the expiration of the Contingency Period, duly executed by Seller conveying to Buyer the Leasehold Interest in the Ground Lease Land and improvements located thereon, if any, and Buyer’s assumption of the obligations as ground lessee thereunder from and after the Closing Date; (8) The Ground Lessor’s Agreement and Consent (as defined in Section 8.4(c)), executed by the ground lessor under the Ground Lease; and (9) The Second Amendment to Lease (“Lease Amendment”) in the form attached hereto as Exhibit H, executed by the Tenant and Seller. (b) At or before Closing, Buyer shall deposit into escrow the following items: (1) immediately available funds necessary to close this transaction, including, without limitation, the Purchase Price (less the Deposit and interest thereon net of investment fees, if any, and subject to the adjustments and prorations set forth in this Agreement) and funds sufficient to pay Buyer's ’s closing costs and share of prorations hereunder; (2) four (4) duly executed counterparts of the B▇▇▇▇ of Sale; and; (3) four (4) duly executed counterparts of the Assignment of Leases; (4) the duly executed and acknowledged Landscape Easement signed by the Buyer; (5) the duly executed and acknowledged Parking Garage Easement Agreement signed by the Buyer; (6) the Ground Lease Assignment, executed by Buyer; and (7) the Ground Lessor’s Agreement and Consent, executed by Buyer. (c) Seller and Buyer shall each execute and deposit a separate closing statement, such transfer tax declarations and such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the acquisition of the Property in accordance with the terms hereof. Seller and Buyer hereby designate Title Company as the "“Reporting Person" ” for the transaction pursuant to Section 6045(e) of the Code and the regulations promulgated thereunder and agree to execute such documentation as is reasonably necessary to effectuate such designation. (d) On or prior to Within five (5) business days after the Closing Date, Seller shall deliver or make available at the Property to Buyer: originals of the Leases Lease and the Ground Lease to the extent in Seller's ’s possession, or copies a copy of any Leases the Lease or Ground Lease if such originals are not in Seller's ’s possession together with an affidavit from Seller as to such copies being true and complete copies of the applicable Lease(s)Lease and/or Ground Lease, copies of the tenant correspondence files (for the three five (35) most recent years of Seller's ’s ownership of the Property only and the current year), and originals of any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to Sections 2.1(b) or (e) above, to the extent in Seller's ’s possession, except for Seller's ’s general ledger and other internal books or records which shall be retained by Seller. Seller shall deliver possession of the Property to Buyer as required hereunder, subject to the rights of the Tenants, hereunder and shall deliver to Buyer or make available at the Property a set of keys to the Property on the Closing Date.

Deposit of Documents. (a) At or before the Closing, Seller shall deposit into escrow the following items: (1i) the duly executed and acknowledged Deed in the form attached hereto as Exhibit C conveying the Real Property to Buyer subject only to the Conditions of Title. Buyer may elect to cause Seller to deliver multiple deeds to one or more nominees as elected by Buyer; (ii) two (2) four (4) duly executed counterparts of the B▇▇▇ of Sale in the form attached hereto as Exhibit D (the "B▇▇▇ of Sale") conveying the Tangible Personal Property to Buyer; (3iii) four two (42) duly executed counterparts of an the Assignment and Assumption of Leases, Service Contracts, Warranties and Other Intangible Property in the form attached hereto as Exhibit E pursuant to the terms of which Seller shall assign and Buyer shall assume all of Seller's obligations under the Leases and Service Contracts (the "Assignment of Leases"), and; (4iv) an updated copy two (2) duly executed counterparts of the Rent Roll, current as Assignment and Assumption of the Closing Date, and certified by Seller to be true, correct and complete as of the Closing DateContracts; (5v) an affidavit pursuant to Section 1445(b)(2) of the United States Internal Revenue Code of 1986, as amended (the “Federal Code”) in the form attached hereto as Exhibit G, and on which Buyer is entitled to rely, that Seller is not a "“foreign person" ” within the meaning of Section 1445(f)(3) of the Federal Code.; (vi) one (1) duly executed Tenant Notice Letter; and (vii) a properly executed California Form 593-C. (b) At or before Closing, Buyer shall deposit into escrow the following items: (1i) immediately available funds necessary to close this transaction, including, without limitation, the Purchase Price (less the Deposit and interest thereon net of investment fees, if any, and subject to the adjustments and prorations set forth in this Agreement) and funds sufficient to pay Buyer's closing costs and share of prorations hereunder; (ii) two (2) four (4) duly executed counterparts of the B▇▇▇▇ of Sale; and; (3iii) four two (42) duly executed counterparts of the Assignment and Assumption of Leases; and (iv) two (2) duly executed counterparts of the Assignment and Assumption of Contracts. (c) Buyer and Seller and Buyer shall each execute and deposit a separate closing statement, such transfer tax declarations and such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the acquisition purchase and sale of the Property in accordance with the terms hereof. Buyer and Seller and Buyer hereby designate Title Company as the "“Real Estate Reporting Person" ” for the transaction pursuant to Section 6045(e) of the Federal Code and the regulations promulgated thereunder and agree to execute such documentation as is reasonably necessary to effectuate such designationthereunder. (d) On or prior to the Closing Date, Seller shall deliver to Buyer originals (or make available at to the Property to Buyer: extent originals are not available, copies) of the Leases and originals (or to the extent in Seller's possessionoriginals are not available, or copies of any Leases not in Seller's possession together with an affidavit from Seller as to such copies being true and complete copies of the applicable Lease(s), copies of the tenant correspondence files (for the three (3copies) most recent years of Seller's ownership of the Property only and the current year), and originals of any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to Sections 2.1(b) or (e) Section 2.1 above, to within five (5) business days after the extent in Seller's possession, except for Seller's general ledger and other internal books or records which shall be retained by SellerClosing Date. Seller shall deliver possession of the Property to Buyer as required hereunder, subject to the rights of the Tenants, and shall deliver to Buyer or make available at the Property a set of keys to the Property on the Closing Date.

Deposit of Documents. (a) At or before the Closing, Seller shall deposit into escrow the following items: (1) the duly executed and acknowledged Deed in the form attached hereto as Exhibit C conveying the Real Property to Buyer subject only to the Conditions of Title. Buyer may elect to cause Seller to deliver multiple deeds to one or more nominees as elected by Buyer; (2) four (4) duly executed counterparts of the B▇▇▇ of Sale in the form attached hereto as Exhibit D (the "B▇▇▇ of Sale") conveying the Tangible Personal Property to Buyer; (3) four (4) duly executed counterparts of an Assignment and Assumption of Leases, Service Contracts, Warranties and Other Intangible Property in the form attached hereto as Exhibit E D pursuant to the terms of which Seller shall assign and Buyer shall assume all of Seller's ’s obligations under the Leases Service Contracts, and Service Contracts other documents and agreements affecting the Property (the "“Assignment of Leases"Contracts”), and; (4) an updated copy of the Rent Roll, current as of the Closing Date, and certified by Seller to be true, correct and complete as of the Closing Date; (53) an affidavit pursuant to Section 1445(b)(2) of the Code, and on which Buyer is entitled to rely, that Seller is not a "“foreign person" ” within the meaning of Section 1445(f)(3) of the Code; and (4) California 593-C Certificate. (b) At or before Closing, Buyer shall deposit into escrow the following items: (1) immediately available funds necessary to close this transaction, including, without limitation, the Purchase Price (less the Deposit and interest thereon net of investment fees, if any, and subject to the adjustments and prorations set forth in this Agreement) and funds sufficient to pay Buyer's ’s closing costs and share of prorations hereunder;; and (2) four (4) duly executed counterparts of the B▇▇▇ of Sale; and (3) four (4) duly executed counterparts of the Assignment of LeasesContracts. (c) Seller and Buyer shall each execute and deposit a separate closing statement, such transfer tax declarations and such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the acquisition of the Property in accordance with the terms hereof. Seller and Buyer hereby designate Title Company as the "“Reporting Person" ” for the transaction pursuant to Section 6045(e) of the Code and the regulations promulgated thereunder and agree to execute such documentation as is reasonably necessary to effectuate such designation. (d) On or prior to Within five (5) business days after the Closing Date, Seller shall deliver or make available at the Property to Buyer: originals of the Leases to the extent in Seller's possession, or copies of any Leases not in Seller's possession together with an affidavit from Seller as to such copies being true and complete copies of the applicable Lease(s), copies of the tenant correspondence files (for the three (3) most recent years of Seller's ownership of the Property only and the current year), and originals of any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to Sections 2.1(b) or (e) above, to the extent in Seller's ’s possession, except for Seller's general ledger and other internal books or records which shall be retained by Seller. Seller shall deliver possession of the Property to Buyer as required hereunder, subject to the rights of the Tenants, hereunder and shall deliver to Buyer or make available at the Property a set of keys to the Property on the Closing Date.

Deposit of Documents. (a) At or before the Closing, each Seller shall deposit into escrow the following items: (1) the duly executed and acknowledged Deed Deeds in the form attached hereto as Exhibit C conveying the Real Property to Buyer subject only to the Conditions of Title. Buyer may elect to cause Seller to deliver multiple deeds to one or more nominees as elected by Buyer; (2) four (4) duly executed counterparts of the B▇▇▇▇ of Sale in the form attached hereto as Exhibit D (the "B“▇▇▇▇ of Sale") conveying the Tangible Personal Property to Buyer”); (3) four (4) duly executed counterparts of an Assignment and Assumption of Leases, Service Contracts, Warranties and Other Intangible Property in the form attached hereto as Exhibit E pursuant to the terms of which Seller shall assign and Buyer shall assume all of Seller's ’s obligations under the Leases Leases, Service Contracts, and Service Contracts other documents and agreements affecting the Property (the "“Assignment of Leases"”), and; (4) an updated copy of the Rent Roll, current as of the Closing Date, and certified by Seller to be true, correct and complete as of the Closing Date; (5) an affidavit pursuant to Section 1445(b)(2) of the Code, and on which Buyer is entitled to rely, that Seller is not a "“foreign person" ” within the meaning of Section 1445(f)(3) of the Code; and (5) California 593-C Certificate for California Properties. (b) At or before Closing, Buyer shall deposit into escrow the following items: (1) immediately available funds necessary to close this transaction, including, without limitation, the Purchase Price (less the Deposit and interest thereon net of investment fees, if any, and subject to the adjustments and prorations set forth in this Agreement) and funds sufficient to pay Buyer's ’s closing costs and share of prorations hereunder; (2) four (4) duly executed counterparts of the B▇▇▇▇ of Sale; and (3) four (4) duly executed counterparts of the Assignment of Leases. (c) Seller and Buyer shall each execute and deposit a separate closing statement, such transfer tax declarations and such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the acquisition of the Property in accordance with the terms hereof. Seller and Buyer hereby designate Title Company as the "“Reporting Person" ” for the transaction pursuant to Section 6045(e) of the Code and the regulations promulgated thereunder and agree to execute such documentation as is reasonably necessary to effectuate such designation. (d) On or prior to Within five (5) business days after the Closing Date, Seller shall deliver or make available at the Property to Buyer: originals of the Leases to the extent in Seller's ’s possession, or copies of any Leases not in Seller's ’s possession together with an affidavit from Seller as to such copies being true and complete copies of the applicable Lease(s), copies of the tenant correspondence files (for the three (3) most recent years of Seller's ’s ownership of the Property only and the current year), and originals of any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to Sections 2.1(b) or (e) above, to the extent in Seller's ’s possession, except for Seller's ’s general ledger and other internal books or records which shall be retained by Seller. Seller shall deliver possession of the Property to Buyer as required hereunder, subject to the rights of the Tenants, hereunder and shall deliver to Buyer or make available at the Property a set of keys to the Property on the Closing Date.

Deposit of Documents. (a) At or before the ClosingDecember 16, 1997 (the "Document Delivery Date"), at the offices of Seller's counsel (or such other time and location as the parties may agree) Seller shall deposit into escrow with the Title Company the following items:items (pursuant to escrow instructions reasonably acceptable to Seller and Buyer): (1i) the a duly executed and acknowledged Deed in the form attached hereto as Exhibit C conveying for the Real Property to Buyer subject only to the Conditions of Title. Buyer may elect to cause Seller to deliver multiple deeds to one or more nominees as elected by BuyerProperty; (2ii) four [intentionally omitted]; (4iii) [intentionally omitted] (iv) a duly executed counterparts counterpart of the Ba ▇▇▇▇ of Sale in for the form attached hereto as Exhibit D (the "B▇▇▇ of Sale") conveying the Tangible Personal Property to Buyer; (3) four (4) duly executed counterparts of an Assignment and Assumption of Leases, Service Contracts, Warranties and Other Intangible Property in the form attached hereto as Exhibit E pursuant to (each, a "▇▇▇▇ of Sale"); (v) a duly executed counterpart of an Assignment and Assumption of Leases for the terms of which Seller shall assign and Buyer shall assume all of Seller's obligations under Property in the Leases and Service Contracts form attached hereto as Exhibit F (the each, an "Assignment of Leases"), and; (4vi) a duly executed counterpart of an updated copy Assignment and Assumption of Contracts, Warranties and Guaranties and Other Intangible Property for each Fee Property and each Leasehold Property in the Rent Rollform attached hereto as Exhibit G (each, current as an "Assignment of the Closing Date, and certified by Seller to be true, correct and complete as of the Closing DateContracts"); (5vii) a duly executed counterpart of an agreement designating the Title Company as the "Reporting Person" for the transaction contemplated hereby pursuant to Section 6045(e) of the Federal Code and the regulations promulgated thereunder, substantially in the form of Exhibit H attached hereto (the "Designation Agreement"); (viii) a duly executed counterpart of such disclosures and reports (including withholding certificates) as are required by applicable state and local law in connection with the conveyance of the Property; (ix) the Seller's affidavit to the Title Company, in the form of Exhibit L attached hereto (the "Seller's Affidavit"); and (x) an affidavit pursuant to Section 1445(b)(2) of the Code, and on which Buyer is entitled to rely, that Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the Code. (b) At or before Closingthe Document Delivery Date, at the offices of Seller's counsel (or such other time and location as the parties may agree), Buyer shall deposit into escrow with the Title Company the following items:items (pursuant to escrow instructions reasonably acceptable to Seller and Buyer): (1i) immediately available funds necessary to close this transaction, including, without limitation, the Purchase Price (less the Deposit and interest thereon net of investment fees, if any, and subject to the adjustments and prorations set forth in this Agreement) and funds sufficient to pay Buyer's closing costs and share of prorations hereunder[intentionally omitted]; (2ii) four (4) a duly executed counterparts counterpart of the Beach ▇▇▇▇ of Sale; (iii) a duly executed counterparts of each Assignment of Leases; (iv) a duly executed counterpart of each Assignment of Contracts; (v) a duly executed counterpart of the Designation Agreement (vi) a duly executed counterpart of Buyer's As-Is Certificate and Agreement, substantially in the form of Exhibit I attached hereto; and (3vii) four (4) a duly executed counterparts counterpart of such disclosures and reports as are required by applicable state and local law in connection with the conveyance of the Assignment of LeasesProperty. (c) Seller and On the morning of the Closing Date, Buyer shall effect a wire transfer of federal funds to the Title Company's escrow account (in accordance with the wiring instructions set forth on Schedule 2.2.1) in an amount equal to the sum of (i) the Purchase Price and (ii) the amount (if any) of the costs, expenses and adjustments payable by Buyer under this Agreement. The amount of the funds to be wired to the Title Company's escrow account shall be reduced by the Deposit (including all interest thereon). After Seller's confirmation of receipt of the Purchase Price (as reduced by the costs, expenses, prorations and adjustments payable by Seller under this Agreement) by wire transfer of federal funds by the Title Company to one or more accounts designated by Seller: (i) the Title Company shall be authorized to record the Deed for the Real Property, (ii) the Title Company shall deliver to Buyer all other documents and instruments received by it which, in accordance with the terms of this Agreement, are to be delivered by Seller to Buyer on the Closing Date, and (iii) the Title Company shall deliver to Buyer all other documents and instruments received by it which, in accordance with the terms of this Agreement are to be delivered by Buyer to Seller on the Closing Date. Buyer and Seller shall each execute and deposit a separate closing statement, such transfer tax declarations and such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the acquisition purchase and sale of the Property in accordance with the terms hereof. ; provided, that Seller and Buyer hereby designate Title Company as shall not be required to provide any indemnities or affidavits or to escrow any funds other than the "Reporting Person" for the transaction pursuant to Section 6045(e) of the Code and the regulations promulgated thereunder and agree to execute such documentation as is reasonably necessary to effectuate such designationSeller's Affidavit. (d) On or prior to the Closing Date, Seller shall deliver or make available at the Property to Buyer: Buyer originals of the Leases to the extent in Seller's possession(or, or copies of any Leases if originals are not in Seller's possession together with an affidavit from Seller as to such copies being true and complete copies of the applicable Lease(savailable, copies), copies of the tenant correspondence files of the Real Property in Seller's possession, a set of keys to the Real Property and originals (for or copies, if originals are not available) of any other items in Seller's possession relating to the three use, ownership, operation, maintenance, leasing, repair, alteration, management or development of the Real Property, on the Closing Date (3) most recent years at such location as Buyer and Seller shall mutually agree). Following the Closing, Buyer shall make all Leases, Contracts, other documents, books, records and any other materials in its possession, to the extent the same relate to the period of Seller's ownership of the Property only and the current year)Property, and originals of any other items which available to Seller was required to furnish Buyer copies of or make available its representatives for inspection and/or copying at the Property pursuant to Sections 2.1(b) or Buyer's offices (e) above, to the extent in at Seller's possession, except for Seller's general ledger sole cost and other internal books or records which shall be retained by Seller. Seller shall deliver possession of the Property to Buyer as required hereunder, subject to the rights of the Tenants, expense) at reasonable times and shall deliver to Buyer or make available at the Property a set of keys to the Property on the Closing Dateupon reasonable notice.

Deposit of Documents. (a) At or before the Closing, Seller shall deposit into escrow the following items: (1) the duly executed and acknowledged Deed in the form attached hereto as Exhibit C conveying the Real Property to Buyer subject only to the Conditions of Title. Buyer may elect to cause Seller to deliver multiple deeds to one or more nominees as elected by Buyer; (2) four (4) duly executed counterparts of the B▇▇▇▇ of Sale in the form attached hereto as Exhibit D (the "B“▇▇▇▇ of Sale") conveying the Tangible Personal Property to Buyer”); (3) four (4) duly executed counterparts of an Assignment and Assumption of Leases, Service Contracts, Warranties and Other Intangible Property in the form attached hereto as Exhibit E pursuant to the terms of which Seller shall assign and Buyer shall assume all of Seller's ’s obligations under the Leases and Leases, the Service Contracts that Buyer elects to assume pursuant to the provisions of Section 7.5 above, and other documents and agreements affecting the Property (the "“Assignment of Leases"”), and; (4) an updated copy of the Rent Roll, current as of the Closing Date, and certified by Seller to be true, correct and complete as of the Closing Date; (5) an affidavit pursuant to Section 1445(b)(2) of the Code, and on which Buyer is entitled to rely, that Seller is not a "“foreign person" ” within the meaning of Section 1445(f)(3) of the Code; (5) an excise tax affidavit; (6) an Owner’s Affidavit and any other documents, undertakings or agreements customarily required by the Title Company to issue the Title Policy; (7) if Seller is the declarant under any covenants, conditions and restrictions affecting the Property, an assignment of Seller’s rights as a declarant in a form reasonably acceptable to the parties; and (8) any additional funds, documents or instruments (signed by Seller and acknowledged, if appropriate) as may be necessary to comply with this Agreement, including, without limitation, evidence of Seller’s authority to extent required by the Title Company. (b) At or before Closing, Buyer shall deposit into escrow the following items: (1) immediately available funds necessary to close this transaction, including, without limitation, the Purchase Price (less the Deposit and interest thereon net of investment fees, if any, and subject to the adjustments and prorations set forth in this Agreement) and funds sufficient to pay Buyer's ’s closing costs and share of prorations hereunder; (2) four (4) duly executed counterparts of the B▇▇▇▇ of Sale; and; (3) four (4) duly executed counterparts of the Assignment of Leases; (4) an excise tax affidavit; and (5) any additional funds, documents or instruments (signed by Buyer and acknowledged, if appropriate) as may be necessary to comply with this Agreement, including, without limitation, evidence of Buyer’s authority to extent required by the Title Company to the extent required by the Title Company. (c) Seller and Buyer shall each execute and deposit a separate closing statement, such transfer tax declarations and such other instruments (including, without limitation organizational documents and evidence of authority) as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the acquisition of the Property in accordance with the terms hereof. Seller and Buyer hereby designate Title Company as the "“Reporting Person" ” for the transaction pursuant to Section 6045(e) of the Code and the regulations promulgated thereunder and agree to execute such documentation as is reasonably necessary to effectuate such designation. (d) On or prior to Within five (5) business days after the Closing Date, Seller shall deliver or make available at the Property to Buyer: originals of the Leases to the extent in Seller's ’s possession, or copies of any Leases not in Seller's possession together with an affidavit from Seller as to such copies being true and complete copies of the applicable Lease(s)’s possession, copies of the tenant correspondence files (for the three (3) most recent years of Seller's ’s ownership of the Property only and the current year), all keys for the Property, all passwords and log-in information for computer and other systems used in the management and operation of the Property that are being conveyed to Buyer, originals of all tenant estoppel certificates to the extent not already delivered, and originals of any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to Sections 2.1(b) or (e) above, to the extent in Seller's ’s possession, except for Seller's ’s general ledger and other internal books or records which shall be retained by Seller. Seller shall deliver possession of the Property to Buyer as required hereunder, subject to the rights of the Tenants, hereunder and shall deliver to Buyer or make available at the Property a set of keys to the Property on the Closing Date. (e) Exhibit I attached hereto and made a part hereof describes certain free rent periods outstanding as of the date of this Agreement. To the extent the free rent shown on Exhibit I has not expired on the Closing Date, Seller shall credit to Buyer the amount of unexpired free rent for the period on and after the Closing Date.

Deposit of Documents. Seller shall execute and acknowledge (where appropriate), and deposit with Escrow Holder not later than 2:00 p.m. Pacific Time the business day prior to the Closing Date for delivery to Buyer upon the Close of Escrow or, if applicable, for recordation upon the Close of Escrow, the following documents and instruments: (a) At or before the Closing, Seller shall deposit into escrow the following items: One (1) counterpart of the duly executed and acknowledged Deed Deed; (b) Two (2) counterparts of a ▇▇▇▇ of Sale (“▇▇▇▇ of Sale”) in the form attached hereto as Exhibit C “G”, conveying the Real Property to Buyer subject only all of Seller’s right, title and interest in and to all of the Conditions of Title. Buyer may elect to cause Seller to deliver multiple deeds to one or more nominees as elected by BuyerPersonal Property; (c) Two (2) four (4) duly executed counterparts of the B▇▇▇ an Assignment of Sale Contracts (“Assignment of Contracts”) in the form attached hereto as Exhibit D “I”, pursuant to which (i) Seller assigns to Buyer all of Seller’s right, title and interest in and to the "B▇▇▇ Approved Contracts and any items for which Seller receives a credit under Section 9(f), and (ii) Buyer assumes certain of Sale") conveying Seller’s obligations under such Contracts according to the Tangible Personal Property to Buyerterms thereof; (3d) four Two (42) duly executed counterparts of an Assignment and Assumption of Leases, Service Contracts, Warranties and Other Intangible Property (“Assignment of Intangible Property”) in the form attached hereto as Exhibit E “K”, pursuant to which (i) Seller assigns to Buyer all of Seller’s right, title and interest in and to the Intangible Property and (ii) Buyer assumes certain of Seller’s obligations applicable to the Intangible Property according to the terms of which Seller shall assign and Buyer shall assume all of Seller's obligations under the Leases and Service Contracts (the "Assignment of Leases"), andthereof; (4e) an updated copy A Certification of Non-Foreign Status pursuant to Section 1445 et seq. of the Rent RollInternal Revenue Code of 1986, current as of amended, in the Closing Dateform attached hereto as Exhibit “J”, and certified by Seller to be true, correct and complete as of the Closing Datea California Form 593-W; (5f) An owner’s title affidavit, or at Seller’s option, an affidavit pursuant indemnity, as applicable, in the customary form issued by Title Company and reasonably acceptable to Section 1445(b)(2) of Seller to enable Title Company to delete the Code, and on which Buyer is entitled to rely, that Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the Code. (b) At or before Closing, Buyer shall deposit into escrow the following items: (1) immediately available funds necessary to close this transaction, including, without limitation, the Purchase Price (less the Deposit and interest thereon net of investment fees, if any, and subject standard Exceptions to the adjustments and prorations title insurance policy set forth in this AgreementAgreement (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) and funds sufficient to pay Buyer's closing costs and share of prorations hereunder; (2) four (4) duly executed counterparts of consummate the B▇▇▇ of Saletransactions contemplated hereby; and (3g) four (4) duly executed counterparts of the Assignment of Leases. (c) Seller and Buyer shall each execute and deposit a separate closing statementSuch other documents, such transfer tax declarations and such other instruments including, but not limited to documentation evidencing authority, as are may be reasonably required requested by Escrow Holder or the Title Company or otherwise required to close facilitate the escrow and consummate the acquisition of the Property in accordance with the terms hereof. Seller and Buyer hereby designate Title Company as the "Reporting Person" for the transaction pursuant to Section 6045(e) of the Code and the regulations promulgated thereunder and agree to execute such documentation as is reasonably necessary to effectuate such designationClosing. (d) On or prior to the Closing Date, Seller shall deliver or make available at the Property to Buyer: originals of the Leases to the extent in Seller's possession, or copies of any Leases not in Seller's possession together with an affidavit from Seller as to such copies being true and complete copies of the applicable Lease(s), copies of the tenant correspondence files (for the three (3) most recent years of Seller's ownership of the Property only and the current year), and originals of any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to Sections 2.1(b) or (e) above, to the extent in Seller's possession, except for Seller's general ledger and other internal books or records which shall be retained by Seller. Seller shall deliver possession of the Property to Buyer as required hereunder, subject to the rights of the Tenants, and shall deliver to Buyer or make available at the Property a set of keys to the Property on the Closing Date.

Deposit of Documents. (a) At or before the Closing, Seller shall deposit into escrow the following items: (1) the duly executed and acknowledged Deed in the form attached hereto as Exhibit C conveying the Real Property to Buyer subject only to the matters set forth therein and Conditions of Title. Buyer may elect to cause Seller to deliver multiple deeds to one or more nominees as elected by Buyer; (2) four (4) duly executed counterparts of the B▇▇▇▇ of Sale in the form attached hereto as Exhibit D (the "B“▇▇▇▇ of Sale") conveying the Tangible Personal Property to Buyer”); (3) four (4) duly executed counterparts of an Assignment and Assumption of Leases, Service Contracts, Warranties and Other Intangible Property in the form attached hereto as Exhibit E pursuant to the terms of which Seller shall assign and Buyer shall assume all of Seller's ’s obligations under the Leases Lease, Service Contracts, and Service Contracts other documents and agreements affecting the Property (the "“Assignment of Leases"”), and; (4) an updated copy of the Rent Roll, current as of the Closing Date, and certified by Seller to be true, correct and complete as of the Closing Date; (5) an affidavit pursuant to Section 1445(b)(2) of the Code, and on which Buyer is entitled to rely, that Seller is not a "“foreign person" ” within the meaning of Section 1445(f)(3) of the Code; (5) a customary title affidavit regarding the standard pre-printed exceptions contained in the Title Report; (6) the original estoppel certificate; (7) an attornment letter to the tenant under the Lease advising the tenant of the sale of the Property to Buyer and directing that all rent and other payments thereafter be sent to Buyer; (8) Notices to the service providers under the Service Contracts advising of the sale of the Property to Buyer and the termination of their respective Service Contract, unless Buyer no later than expiration of the Contingency Period advises in writing that Buyer intends to assume such Service Contract at Closing; and (9) such authorizing documents of Seller as shall be reasonably required by the Title Company to consummate the transactions contemplated by this Agreement. (10) termination of the existing property management agreement; and (11) the Lot 10-R ROFO Agreement (defined in Section 19.21). (b) At or before Closing, Buyer shall deposit into escrow the following items: (1) immediately available funds necessary to close this transaction, including, without limitation, the Purchase Price (less the Deposit and interest thereon net of investment fees, if any, and subject to the adjustments and prorations set forth in this Agreement) and funds sufficient to pay Buyer's ’s closing costs and share of prorations hereunder; (2) four (4) duly executed counterparts of the B▇▇▇▇ of Sale; and; (3) four (4) duly executed counterparts of the Assignment of Leases; (4) the Lot 10-R ROFO Agreement; and (5) such authorizing documents of Buyer as shall be reasonably required to consummate the transactions contemplated by this Agreement. (c) Seller and Buyer shall each execute and deposit a separate closing statement, such transfer tax declarations and such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the acquisition of the Property in accordance with the terms hereof. Seller shall prepare a draft closing statement and deliver a copy thereof to Buyer at least three (3) business days prior to Closing. Seller and Buyer hereby designate Title Company as the "“Reporting Person" ” for the transaction pursuant to Section 6045(e) of the Code and the regulations promulgated thereunder and agree to execute such documentation as is reasonably necessary to effectuate such designation. (d) On or prior to Within five (5) business days after the Closing Date, Seller shall deliver or make available at the Property to Buyer: originals of the Leases Lease to the extent in Seller's ’s possession, or copies of any Leases such Lease if not in Seller's ’s possession together with an affidavit from Seller as to such copies being true and complete copies of the applicable Lease(s)Lease, copies of the tenant correspondence files (for the three (3) most recent years of Seller's ’s ownership of the Property only and the current year), and originals of any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to Sections 2.1(b) or (e) above, to the extent in Seller's ’s possession, except for Seller's ’s general ledger and other internal books or records which shall be retained by Seller. Seller shall deliver possession of the Property to Buyer as required hereunder, subject to the rights of the Tenants, hereunder and shall deliver to Buyer or make available at the Property a set of keys to the Property on the Closing Date. The provisions of this Section 8.3(d) shall survive Closing. (e) For a period of seventy-five (75) days after the Closing, at the request of Buyer and at Buyer’s expense, Seller shall make available to Buyer the historical financial information in Seller’s possession regarding the operation of the Property to the extent required by Buyer (as a publicly-traded real estate investment trust) in order to prepare stand-alone audited financial statements for such operations and in accordance with generally accepted accounting principles, as of the end of the fiscal year 2009 and any required subsequent date or period, and to cooperate (at Buyer’s expense) with Buyer and any auditor engaged by Buyer for such purpose. Seller shall cause its property manager, without liability, recourse or cost to Seller, to provide to Buyer’s designated independent auditor letter regarding the books and records of the Property in substantially the form of Exhibit I attached hereto and made a part hereof (the “Audit Inquiry Letter”). Buyer agrees that (a) Buyer shall be solely liable to pay and shall reimburse Seller, within five (5) business days following Seller’s request, for all third-party, out-of-pocket costs and expenses incurred by Seller in assisting Buyer at Buyer’s request under this Section (such assistance, the “Audit Assistance”), including all such costs incurred to review, research and complete the Audit Inquiry Letter; (b) Seller’s performance of any Audit Assistance shall be solely as an accommodation to Buyer and Seller shall have no, and Seller is hereby fully released and discharged from, any and all liability or obligation with respect to the Audit Assistance, any filings (the “SEC Filings”) made by Buyer or its parent with the United States Securities and Exchange Commission (“SEC”) and the Audit Inquiry Letter; and (c) Buyer hereby agrees to indemnify, protect, defend and hold Seller, its partners and their respective members, officers, directors, shareholders, participants, affiliates, employees, representatives, investors, agents, successors and assigns (each an “Indemnified Party” and collectively, the “Indemnified Parties”) harmless from and against any and all costs, expenses, losses, liabilities, damages, claims, demands, allegations or actions (collectively, “Losses”) actually asserted against or actually incurred by any Indemnified Party as a result of or otherwise arising in connection with the Audit Assistance, the SEC Filings and/or the Audit Inquiry Letter; provided, that Losses shall specifically exclude any Losses proximately resulting from the gross negligence or willful misconduct of an Indemnified Party. The provisions of this Section 8.3(e) shall survive Closing.

Deposit of Documents. (a) At or before the Closing, Seller shall deposit into escrow the following items: (1) the duly executed and acknowledged Deed in the form attached hereto as Exhibit C D conveying the Real Property to Buyer subject only to the Conditions of Title. Buyer may elect to cause Seller to deliver multiple deeds to one or more nominees as elected by Buyer; (2) four (4) duly executed counterparts of the B▇▇▇▇ of Sale in the form attached hereto as Exhibit D E (the "B“▇▇▇▇ of Sale") conveying the Tangible Personal Property to Buyer”); (3) four (4) duly executed counterparts of an Assignment and Assumption of Leases in the form attached hereto as Exhibit F pursuant to the terms of which Buyer shall assume all of Seller’s obligations under the Leases from and after the Closing Date (the “Assignment of Leases, Service Contracts, Warranties and Other ”); (4) four (4) duly executed counterparts of an Assignment of Intangible Property in the form attached hereto as Exhibit E G pursuant to the terms of which Seller shall assign and Buyer shall assume all of Seller's ’s obligations from and after the Closing Date under any documents and agreements evidencing the Leases and Service Contracts Intangible Property (the "“Assignment of Leases"Intangible Property”), ; and; (4) an updated copy of the Rent Roll, current as of the Closing Date, and certified by Seller to be true, correct and complete as of the Closing Date; (5) an affidavit pursuant to Section 1445(b)(2) of the Code, and on which Buyer is entitled to rely, that Seller is not a "“foreign person" ” within the meaning of Section 1445(f)(3) of the Code. (b) At or before Closing, Buyer shall deposit into escrow the following items: (1) immediately available funds necessary to close this transaction, including, without limitation, the Purchase Price (less the Deposit and interest thereon net of investment fees, if any, and subject less the amount, if any, deposited in escrow pursuant to the adjustments and prorations set forth in this Agreementterms of Section 9.20) and funds sufficient to pay Buyer's ’s closing costs and share of prorations hereunder; (2) four (4) duly executed counterparts of the B▇▇▇▇ of Sale; and (3) four (4) duly executed counterparts of the Assignment of Leases; and (4) four (4) duly executed counterparts of the Assignment of Intangible Property. (c) At least one (1) business days prior to Closing, Seller and Buyer shall sign and deliver to the Title Company a closing statement prepared by the Title Company, which may be signed in facsimile or electronic mail counterparts. Seller and Buyer shall each execute and deposit a separate closing statement, such transfer tax declarations and such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the acquisition of the Property in accordance with the terms hereof. Seller and Buyer hereby designate Title Company as the "“Reporting Person" ” for the transaction pursuant to Section 6045(e) of the Code and the regulations promulgated thereunder and agree to execute such documentation as is reasonably necessary to effectuate such designation. (d) On or prior to the Closing Date, Seller shall deliver or make available at the Property to Buyer: originals of the Leases to the extent in Seller's ’s possession, or copies of any Leases not in Seller's ’s possession together with an affidavit from Seller as to such copies being true and complete copies of the applicable Lease(s), copies of the tenant correspondence files (for the three (3) most recent years and originals of Seller's ownership other Due Diligence Materials only copies of the Property only and the current year)which had been previously delivered to Buyer, and originals of any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to Sections 2.1(b) or (e) above, to the extent in Seller's ’s possession, except for including Seller's ’s general ledger and ledger, but excluding other internal books or records which shall be retained by Seller. Seller shall deliver possession of the Property to Buyer as required hereunder, subject to the rights of the Tenants, and . Seller shall deliver to Buyer or make available at the Property a set of on the Closing Date keys to the Property on as are in Seller’s possession to the Closing Dateknowledge of Seller.