Common use of Purchaser Closing Deliveries Clause in Contracts

Purchaser Closing Deliveries. No later than one (1) Business Day prior to the Closing Date for a Property (except for the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.4), Purchaser shall deliver to the Escrow Agent (for disbursement to the applicable Seller upon the Closing) the following items with respect to each Property being conveyed at the Closing: 5.3.1 The full Purchase Price for such Property (with, a credit for (x) the Allocated Deposit Amount for such Property, subject to, and except as otherwise provided in, the terms of Section 5.1.2 above (y) if such Property is an Assumption Property, the Loan Balance for such Assumption Property and (z) if such Property is an AIMCO Loan Property, the amount of the AIMCO Loan for such AIMCO Loan Property), plus or minus the adjustments or prorations required by this Contract. 5.3.2 A title affidavit or an indemnity form (pertaining to Purchaser’s activity on the applicable Property prior to Closing), reasonably acceptable to Purchaser, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment. 5.3.3 Purchaser’s closing statement. 5.3.4 A countersigned counterpart of the General Assignment. 5.3.5 A countersigned counterpart of the Leases Assignment. 5.3.6 A countersigned counterpart of the Tenant Notification Letters. 5.3.7 Any cancellation fees or penalties due to any vendor under any Terminated Contract as a result of the termination thereof. 5.3.8 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Purchaser’s authority to consummate this transaction. 5.3.9 With respect to an Assumption Property, all documents, instruments, guaranties, Assumption Lender Fees, Required Loan Fund Amounts, and other items or funds required by the applicable Lender to cause the applicable Loan Assumption and Release, including a countersigned counterpart of an assumption agreement in connection with the Loan Assumption and Release for such Assumption Property. 5.3.10 With respect to each AIMCO Loan Property, (i) the AIMCO Loan Documents, (ii) a lender’s title insurance policy insuring the lien of each AIMCO Loan Security Instrument as required by Section 4.8.4 above and (iii) either (x) a duplicate insurance policy for all Hazard Insurance (as such term is defined in Section 19(a) of the AIMCO Loan Security Instrument) or (y) an ▇▇▇▇▇ certificate of insurance evidencing to the satisfaction of the AIMCO Lender all Hazard Insurance required under the AIMCO Loan Security Instrument, in either case naming the AIMCO Lender as an additional insured for all commercial liability insurance and including a non-contributing, non-reporting mortgagee clause in favor of the AIMCO Lender with respect to all property damage insurance for such AIMCO Loan Property. 5.3.11 With respect to the Chimneys of Cradlerock Property, the HUD Approval, the DHCR Approval and a countersigned counterpart of the Assignment of HAP Contract. 5.3.12 Such other documents as are reasonably necessary to consummate the transactions herein contemplated in accordance with the terms of the Contract.

Purchaser Closing Deliveries. No later than one (1) Business Day prior to the Closing Date for a Property (except for the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.4), Purchaser shall deliver to the Escrow Agent (for disbursement to the applicable Seller upon the Closing) the following items with respect to each Property being conveyed at the such Closing: 5.3.1 The full Purchase Price for such Property (with, a credit for (xa) the Allocated Deposit Amount for such Property, subject to, and except as otherwise provided in, the terms of Section 5.1.2 above (y) if such Property is an Assumption Property, the Loan Balance for such Assumption Property and (z) if such Property is an AIMCO Loan Property, the amount of the AIMCO Loan for such AIMCO Loan Property), plus or minus the adjustments or prorations required by this Contract. 5.3.2 A title affidavit (or at Purchaser’s option an indemnity form (indemnity) pertaining to Purchaser’s activity on the applicable Property prior to Closing), in the customary form reasonably acceptable to Purchaser, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy set forth in this Agreement (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment.; provided that such affidavit does not subject Purchaser to any greater liability, or impose any additional obligations, other than as set forth in this Agreement; 5.3.3 (b) Any declaration or other statement which may be required to be submitted to the local assessor with respect to the terms of the sale of such Property; (c) A closing statement executed by Purchaser’s closing statement.; 5.3.4 (d) A countersigned counterpart of the General Assignment., countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; 5.3.5 (e) A countersigned counterpart of the Leases Assignment., countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; 5.3.6 (f) A countersigned counterpart of the Tenant Notification Letters.Notices, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable, to be delivered to the Tenants by Purchaser promptly following Closing; 5.3.7 Any cancellation fees or penalties due to any vendor under any Terminated Contract as a result of the termination thereof. 5.3.8 (g) Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Purchaser’s or Purchaser Designated Entities’, as applicable, authority to consummate this transaction.; and 5.3.9 With (h) If applicable and only with respect to an Assumption Propertythe Runaway Bay I, all documents, instruments, guaranties, Assumption Lender Fees, Required Loan Fund Amounts, and other items or funds required by the applicable Lender to cause the applicable Loan Assumption and Release, including a countersigned counterpart of an assumption agreement in connection with the Loan Assumption and Release for such Assumption Property. 5.3.10 With respect to each AIMCO Loan Property, (i) the AIMCO Loan Documents, (ii) a lender’s title insurance policy insuring the lien of each AIMCO Loan Security Instrument as required by Section 4.8.4 above and (iii) either (x) a duplicate insurance policy for all Hazard Insurance (as such term is defined in Section 19(a) of the AIMCO Loan Security Instrument) or (y) an ▇▇▇▇▇▇’▇ certificate of insurance evidencing to the satisfaction of the AIMCO Lender all Hazard Insurance required under the AIMCO Loan Security InstrumentPointe, in either case naming the AIMCO Lender as an additional insured for all commercial liability insurance and including a non-contributing, non-reporting mortgagee clause in favor of the AIMCO Lender with respect to all property damage insurance for such AIMCO Loan Property. 5.3.11 With respect to the Chimneys of Cradlerock Property▇▇▇▇ Bridge Crossing Properties, the HUD ApprovalLoan Documents to be executed by Purchaser or Purchaser’s Designated Entity, the DHCR Approval and a countersigned counterpart of the Assignment of HAP Contractas applicable. 5.3.12 Such other documents as are reasonably necessary to consummate the transactions herein contemplated in accordance with the terms of the Contract.

Purchaser Closing Deliveries. No later than one (1) 1 Business Day prior to the Closing Date for a Property (except for the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.4), Purchaser shall deliver to the Escrow Agent (for disbursement to the applicable Seller upon the Closing) the following items with respect to each the Property being conveyed at the such Closing: 5.3.1 The full Purchase Price for such Property (with, a with credit for (x) the Allocated Deposit Amount for such Property, subject to, and except as otherwise provided in, the terms of Section 5.1.2 above (y) if such Property is an Assumption Property, the Loan Balance for such Assumption Property and (z) if such Property is an AIMCO Loan Property, the amount of the AIMCO Loan for such AIMCO Loan PropertyDeposit), plus or minus the adjustments or prorations required by this Contract. 5.3.2 A title affidavit (or at Purchaser’s option an indemnity form (indemnity) pertaining to Purchaser’s activity on the applicable Property prior to Closing), in the customary form reasonably acceptable to Purchaser, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy set forth in this Contract (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment; provided that such affidavit does not subject Purchaser to any greater liability, or impose any additional obligations, other than as set forth in this Contract. 5.3.3 Purchaser’s closing statementAny declaration or other statement which may be required to be submitted to the local assessor with respect to the terms of the sale of the Property. 5.3.4 A closing statement executed by Purchaser. 5.3.5 A countersigned counterpart of the General Assignment. 5.3.5 5.3.6 A countersigned counterpart of the Leases Assignment. 5.3.6 A countersigned counterpart 5.3.7 Notification letters to all Tenants prepared and executed by Purchaser in the form attached hereto as Exhibit G. 5.3.8 The Vendor Terminations (Purchaser shall be solely responsible for identifying each of the Tenant Notification LettersTerminated Contracts (subject to the terms and conditions of Section 3.6) and addressing and preparing each of the Vendor Terminations for execution by Purchaser and Seller). 5.3.7 5.3.9 Any cancellation fees or penalties due to any vendor under any Terminated Contract as a result of the termination thereof. 5.3.8 5.3.10 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Purchaser’s authority to consummate this transaction. 5.3.9 With respect to an Assumption Property, all documents, instruments, guaranties, Assumption Lender Fees, Required Loan Fund Amounts, and other items or funds required by the applicable Lender to cause the applicable Loan Assumption and Release, including a countersigned counterpart of an assumption agreement in connection with the Loan Assumption and Release for such Assumption Property. 5.3.10 With respect to each AIMCO Loan Property, (i) the AIMCO Loan Documents, (ii) a lender’s title insurance policy insuring the lien of each AIMCO Loan Security Instrument as required by Section 4.8.4 above and (iii) either (x) a duplicate insurance policy for all Hazard Insurance (as such term is defined in Section 19(a) of the AIMCO Loan Security Instrument) or (y) an ▇▇▇▇▇ certificate of insurance evidencing to the satisfaction of the AIMCO Lender all Hazard Insurance required under the AIMCO Loan Security Instrument, in either case naming the AIMCO Lender as an additional insured for all commercial liability insurance and including a non-contributing, non-reporting mortgagee clause in favor of the AIMCO Lender with respect to all property damage insurance for such AIMCO Loan Property. 5.3.11 With respect to the Chimneys of Cradlerock Property, the HUD Approval, the DHCR Approval and a countersigned counterpart of the Assignment of HAP Contract. 5.3.12 Such other documents as are reasonably necessary to consummate the transactions herein contemplated in accordance with the terms of the Contract.

Purchaser Closing Deliveries. No later than one (1) 1 Business Day prior to the Closing Date for a Property (except for the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.4), Purchaser shall deliver to the Escrow Agent (for disbursement to the applicable Seller upon the Closing) the following items with respect to each the Property being conveyed at the such Closing: 5.3.1 The full Purchase Price for such Property (with, a with credit for (x) the Allocated Deposit Amount for such Property, subject to, and except as otherwise provided in, the terms of Section 5.1.2 above (y) if such Property is an Assumption Property, the Loan Balance for such Assumption Property and (z) if such Property is an AIMCO Loan Property, the amount of the AIMCO Loan for such AIMCO Loan PropertyDeposit), plus or minus the adjustments or prorations required by this Contract. 5.3.2 A title affidavit (or at Purchaser’s option an indemnity form (indemnity) pertaining to Purchaser’s activity on the applicable Property prior to Closing), in the customary form reasonably acceptable to Purchaser, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy set forth in this Contract (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment; provided that such affidavit does not subject Purchaser to any greater liability, or impose any additional obligations, other than as set forth in this Contract. 5.3.3 Purchaser’s closing statementAny declaration or other statement which may be required to be submitted to the local assessor with respect to the terms of the sale of the Property. 5.3.4 A closing statement executed by Purchaser. 5.3.5 A countersigned counterpart of the General Assignment. 5.3.5 5.3.6 A countersigned counterpart of the Leases Assignment. 5.3.6 5.3.7 A countersigned counterpart of the Tenant Notification LettersNotification, which shall be delivered to all Tenants by Purchaser immediately after Closing. 5.3.7 5.3.8 The Vendor Terminations. Purchaser shall be solely responsible for identifying each of the Terminated Contracts (subject to the terms and conditions of Section 3.6) and addressing and preparing each of the Vendor Terminations for execution by Purchaser and Seller. 5.3.9 Any cancellation fees or penalties due to any vendor under any Terminated Contract as a result of the termination thereof. 5.3.8 5.3.10 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Purchaser’s authority to consummate transactions contemplated by this transaction. 5.3.9 With respect to an Assumption Property, all documents, instruments, guaranties, Assumption Lender Fees, Required Loan Fund Amounts, and other items or funds required by the applicable Lender to cause the applicable Loan Assumption and Release, including a countersigned counterpart of an assumption agreement in connection with the Loan Assumption and Release for such Assumption Property. 5.3.10 With respect to each AIMCO Loan Property, (i) the AIMCO Loan Documents, (ii) a lender’s title insurance policy insuring the lien of each AIMCO Loan Security Instrument as required by Section 4.8.4 above and (iii) either (x) a duplicate insurance policy for all Hazard Insurance (as such term is defined in Section 19(a) of the AIMCO Loan Security Instrument) or (y) an ▇▇▇▇▇ certificate of insurance evidencing to the satisfaction of the AIMCO Lender all Hazard Insurance required under the AIMCO Loan Security Instrument, in either case naming the AIMCO Lender as an additional insured for all commercial liability insurance and including a non-contributing, non-reporting mortgagee clause in favor of the AIMCO Lender with respect to all property damage insurance for such AIMCO Loan PropertyContract. 5.3.11 With respect to the Chimneys of Cradlerock Property, the HUD Approval, the DHCR Approval and a countersigned counterpart of the Assignment of HAP Contract. 5.3.12 Such other documents as are reasonably necessary to consummate the transactions herein contemplated in accordance with the terms of the this Contract.

Purchaser Closing Deliveries. No later than one (1) 1 Business Day prior to the Closing Date for a Property (except for the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.4), Purchaser shall deliver to the Escrow Agent (for disbursement to the applicable Seller upon the Closing) the following items with respect to each the Property being conveyed at the such Closing: 5.3.1 The full Purchase Price for such Property (with, a with credit for (x) the Allocated Deposit Amount for such Property, subject to, and except as otherwise provided in, the terms of Section 5.1.2 above (y) if such Property is an Assumption Property, the Loan Balance for such Assumption Property and (z) if such Property is an AIMCO Loan Property, the amount of the AIMCO Loan for such AIMCO Loan PropertyDeposit), plus or minus the adjustments or prorations required by this Contract. 5.3.2 A title affidavit (or at Purchaser's option an indemnity form (indemnity) pertaining to Purchaser’s 's activity on the applicable Property prior to Closing), in the customary form reasonably acceptable to Purchaser, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy set forth in this Contract (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment; provided that such affidavit does not subject Purchaser to any greater liability, or impose any additional obligations, other than as set forth in this Contract. 5.3.3 Purchaser’s closing statementAny declaration or other statement which may be required to be submitted to the local assessor with respect to the terms of the sale of the Property. 5.3.4 A closing statement executed by Purchaser. 5.3.5 A countersigned counterpart of the General Assignment. 5.3.5 5.3.6 A countersigned counterpart of the Leases Assignment. 5.3.6 A countersigned counterpart 5.3.7 Notification letters to all Tenants prepared and executed by Purchaser in the form attached hereto as Exhibit G. 5.3.8 The Vendor Terminations (Purchaser shall be solely responsible for identifying each of the Tenant Notification LettersTerminated Contracts (subject to the terms and conditions of Section 3.6) and addressing and preparing each of the Vendor Terminations for execution by Purchaser and Seller). 5.3.7 5.3.9 Any cancellation fees or penalties due to any vendor under any Terminated Contract as a result of the termination thereof. 5.3.8 5.3.10 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Purchaser’s 's authority to consummate this transaction. 5.3.9 With respect to an Assumption Property, all documents, instruments, guaranties, Assumption Lender Fees, Required Loan Fund Amounts, and other items or funds required by the applicable Lender to cause the applicable Loan Assumption and Release, including a countersigned counterpart of an assumption agreement in connection with the Loan Assumption and Release for such Assumption Property. 5.3.10 With respect to each AIMCO Loan Property, (i) the AIMCO Loan Documents, (ii) a lender’s title insurance policy insuring the lien of each AIMCO Loan Security Instrument as required by Section 4.8.4 above and (iii) either (x) a duplicate insurance policy for all Hazard Insurance (as such term is defined in Section 19(a) of the AIMCO Loan Security Instrument) or (y) an ▇▇▇▇▇ certificate of insurance evidencing to the satisfaction of the AIMCO Lender all Hazard Insurance required under the AIMCO Loan Security Instrument, in either case naming the AIMCO Lender as an additional insured for all commercial liability insurance and including a non-contributing, non-reporting mortgagee clause in favor of the AIMCO Lender with respect to all property damage insurance for such AIMCO Loan Property. 5.3.11 With respect to the Chimneys of Cradlerock Property, the HUD Approval, the DHCR Approval and a countersigned counterpart of the Assignment of HAP Contract[Intentionally deleted]. 5.3.12 Such other documents as are reasonably necessary The Lender Fees (subject to consummate reduction from the transactions herein contemplated Purchase Price in accordance with Section 2.2). 5.3.13 A Sales Information Disclosure Form in the terms form promulgated by the Indiana Department of the ContractRevenue executed by Purchaser.

Purchaser Closing Deliveries. No later than one (1) Business Day prior Subject to the Closing Date for a Property (except for conditions set forth in this Agreement, at the balance Closing, Purchaser shall deliver, or cause to be delivered, each of the following: (i) to Sellers, the Purchase Price which is Price, minus, the Seller Note Amount, in accordance with Section 2.2(b); (ii) to be delivered at each holder of Repaid Indebtedness, the time Repaid Indebtedness in accordance with Section 2.2(c); (iii) to each Person to whom Company Transaction Expenses are owed, the Company Transaction Expenses payable to such Person in accordance with Section 2.2(d); (iv) to Seller Parent, a copy of the R&W Insurance Policy, duly executed by the parties thereto and effective as of the Closing; (v) to Sellers, a certificate dated as of the Closing Date, duly executed by an authorized officer of Purchaser, certifying that, to the knowledge and belief of such officer, the conditions specified in Section 2.2.46.1(a), Purchaser shall deliver to the Escrow Agent Section 6.1(b) and Section 6.1(c) have been fulfilled; (for disbursement to the applicable Seller upon the Closingvi) the following items intellectual property assignment agreements in the form set forth as Exhibit B (the “US Intellectual Property Assignment Agreements”), duly executed by Purchaser (or its designated Affiliate); (vii) the Mexican intellectual property assignment agreement in the form set forth as Exhibit C (the “Mexican Intellectual Property Assignment Agreement”), duly executed by Harsco Mexico (or its designated Affiliate), which shall be held in escrow and released automatically when the payment required by Section 2.3(b) is made to Sellers; (viii) an assignment and assumption agreement, duly executed by Purchaser, in the form set forth as Exhibit D, with respect to each Property being conveyed at the Closing:Assumed Liabilities (the “Assignment and Assumption Agreement”); 5.3.1 The full Purchase Price for such Property (with, ix) a credit for Mexican stock purchase and sale agreement in the form set forth as Exhibit E-1 (x) the Allocated Deposit Amount for such Property, subject to, and except as otherwise provided in, the terms of Section 5.1.2 above (y) if such Property is an Assumption Property, the Loan Balance for such Assumption Property and (z) if such Property is an AIMCO Loan Property, the amount of the AIMCO Loan for such AIMCO Loan Property“Mexican Sale Agreement”), plus or minus the adjustments or prorations required duly executed by this Contract.Purchaser and an Affiliate of Purchaser; 5.3.2 A title affidavit or an indemnity form (pertaining to Purchaser’s activity on the applicable Property prior to Closing), reasonably acceptable to Purchaser, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment. 5.3.3 Purchaser’s closing statement. 5.3.4 A countersigned counterpart of the General Assignment. 5.3.5 A countersigned counterpart of the Leases Assignment. 5.3.6 A countersigned counterpart of the Tenant Notification Letters. 5.3.7 Any cancellation fees or penalties due to any vendor under any Terminated Contract as a result of the termination thereof. 5.3.8 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Purchaser’s authority to consummate this transaction. 5.3.9 With respect to an Assumption Property, all documents, instruments, guaranties, Assumption Lender Fees, Required Loan Fund Amounts, and other items or funds required by the applicable Lender to cause the applicable Loan Assumption and Release, including a countersigned counterpart of an assumption agreement in connection with the Loan Assumption and Release for such Assumption Property. 5.3.10 With respect to each AIMCO Loan Property, (i) the AIMCO Loan Documents, (ii) a lender’s title insurance policy insuring the lien of each AIMCO Loan Security Instrument as required by Section 4.8.4 above and (iii) either (x) a duplicate insurance policy for all Hazard Insurance transition services agreement, substantially in the form attached as Exhibit G (the “Transition Services Agreement”), duly executed by Purchaser; (xi) the promissory note in the form attached as such term is defined in Section 19(a) Exhibit I (the “Seller Note” and the initial principal amount of the AIMCO Loan Security Instrument) or Forty Million Dollars (y) an ▇▇▇▇▇ certificate of insurance evidencing to the satisfaction of the AIMCO Lender all Hazard Insurance required under the AIMCO Loan Security Instrument, in either case naming the AIMCO Lender as an additional insured for all commercial liability insurance and including a non-contributing, non-reporting mortgagee clause in favor of the AIMCO Lender with respect to all property damage insurance for such AIMCO Loan Property. 5.3.11 With respect to the Chimneys of Cradlerock Property$40,000,000), the HUD Approval“Seller Note Amount”), duly executed by Purchaser or its Affiliates party thereto; (xii) the DHCR Approval security agreement in the form attached as Exhibit K (the “Security Agreement”), duly executed by Purchaser, Sidero LLC 2 and a countersigned counterpart of the Assignment of HAP ContractCompany; and (xiii) the guaranty agreement in the form attached as Exhibit L (the “Guaranty Agreement”), duly executed by Purchaser, Sidero LLC 2 and the Company. 5.3.12 Such other documents as are reasonably necessary to consummate the transactions herein contemplated in accordance with the terms of the Contract.

Purchaser Closing Deliveries. No later than one (1) 1 Business Day prior to the Closing Date for a Property (except for the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.4), Purchaser shall deliver to the Escrow Agent (for disbursement to the applicable Seller upon the Closing) the following items with respect to each the Property being conveyed at the such Closing: 5.3.1 The full Purchase Price for such Property (with, a with credit for (x) the Allocated Deposit Amount for such Property, subject to, and except as otherwise provided in, the terms of Section 5.1.2 above (y) if such Property is an Assumption Property, the Loan Balance for such Assumption Property and (z) if such Property is an AIMCO Loan Property, the amount of the AIMCO Loan for such AIMCO Loan PropertyDeposit), plus or minus the adjustments or prorations required by this Contract. 5.3.2 A title affidavit (or at Purchaser's option an indemnity form (indemnity) pertaining to Purchaser’s 's activity on the applicable Property prior to Closing), in the customary form reasonably acceptable to Purchaser, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy set forth in this Contract (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment; provided that such affidavit does not subject Purchaser to any greater liability, or impose any additional obligations, other than as set forth in this Contract. 5.3.3 Purchaser’s closing statementThe requisite Affidavit of Real Property Value to be prepared by Escrow Agent on the standard form required in the State of Arizona. 5.3.4 A closing statement executed by Purchaser. 5.3.5 A countersigned counterpart of the General Assignment. 5.3.5 5.3.6 A countersigned counterpart of the Leases Assignment. 5.3.6 A countersigned counterpart 5.3.7 Notification letters to all Tenants prepared and executed by Purchaser in the form attached hereto as Exhibit G. 5.3.8 The Vendor Terminations (Purchaser shall be solely responsible for identifying each of the Tenant Notification LettersTerminated Contracts (subject to the terms and conditions of Section 3.6) and addressing and preparing each of the Vendor Terminations for execution by Purchaser and Seller). 5.3.7 5.3.9 Any cancellation fees or penalties due to any vendor under any Terminated Contract as a result of the termination thereof. 5.3.8 5.3.10 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Purchaser’s 's authority to consummate this transaction. 5.3.9 With respect to an Assumption Property, all documents, instruments, guaranties, Assumption Lender Fees, Required Loan Fund Amounts, and other items or funds required by the applicable Lender to cause the applicable Loan Assumption and Release, including a countersigned counterpart of an assumption agreement in connection with the Loan Assumption and Release for such Assumption Property. 5.3.10 With respect to each AIMCO Loan Property, (i) the AIMCO Loan Documents, (ii) a lender’s title insurance policy insuring the lien of each AIMCO Loan Security Instrument as required by Section 4.8.4 above and (iii) either (x) a duplicate insurance policy for all Hazard Insurance (as such term is defined in Section 19(a) of the AIMCO Loan Security Instrument) or (y) an ▇▇▇▇▇ certificate of insurance evidencing to the satisfaction of the AIMCO Lender all Hazard Insurance required under the AIMCO Loan Security Instrument, in either case naming the AIMCO Lender as an additional insured for all commercial liability insurance and including a non-contributing, non-reporting mortgagee clause in favor of the AIMCO Lender with respect to all property damage insurance for such AIMCO Loan Property. 5.3.11 With respect to the Chimneys of Cradlerock Property, the HUD Approval, the DHCR Approval and a countersigned counterpart of the Assignment of HAP Contract. 5.3.12 Such other documents as are reasonably necessary to consummate the transactions herein contemplated in accordance with the terms of the Contract.

Purchaser Closing Deliveries. No later than one (1) Business Day At or prior to the Closing Date for a Property Closing: (except for the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.4), a) Purchaser shall deliver to the Escrow Agent Seller the Closing Purchase Price by wire transfer of immediately available funds to the account or accounts designated by the Seller; (for disbursement b) Purchaser shall discharge any Indebtedness included among the Closing Date Debt to the extent taken into account in the calculation of Closing Purchase Price (if any) to the applicable lenders pursuant to Section 2.5; (c) Purchaser shall deliver to the Seller upon copies of each Transaction Document duly executed by Purchaser; (d) Purchaser shall deliver to the ClosingSeller a certificate, dated as of the Closing Date, duly executed by the Secretary, Assistant Secretary or any other executive officer of Purchaser certifying, among other things, that attached or appended to such certificate: (A) is a true and correct copy of the following items Purchaser’s organizational documents, and all amendments thereto; and (B) is a true copy of all corporate actions taken by it, including resolutions of its board of directors authorizing the consummation of the Acquisition and the execution, delivery and performance of this Agreement and each of the Transaction Documents to be delivered by Purchaser pursuant hereto; (e) Purchaser shall pay 50% of the premium for an owner’s policy of title insurance with respect to each Property being conveyed at the Closing: 5.3.1 The full Purchase Price for such Property (with, a credit for (x) the Allocated Deposit Amount for such Property, subject to, and except as otherwise provided in, the terms of Section 5.1.2 above (y) if such Property is an Assumption Property, the Loan Balance for such Assumption Owned Real Property and (z) if such Property is an AIMCO Loan Property, the amount 100% of the AIMCO Loan for such AIMCO Loan Property), plus or minus the adjustments or prorations required by this Contract. 5.3.2 A title affidavit or an indemnity form (pertaining to Purchaser’s activity on the applicable Property prior to Closing), reasonably acceptable to Purchaser, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to extended portion of the title insurance policy to be issued pursuant premium endorsements (if any); (f) Purchaser shall pay to the Title Commitment.Company the Title Company’s fees resulting from the transactions contemplated by this Agreement; 5.3.3 Purchaser’s (g) Purchaser shall deliver such closing statement. 5.3.4 A countersigned counterpart of the General Assignment. 5.3.5 A countersigned counterpart of the Leases Assignment. 5.3.6 A countersigned counterpart of the Tenant Notification Letters. 5.3.7 Any cancellation fees or penalties due to any vendor under any Terminated Contract as a result of the termination thereof. 5.3.8 Resolutionsstatements, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Purchaser’s authority to consummate this transaction. 5.3.9 With respect to an Assumption Property, all documents, instruments, guaranties, Assumption Lender Fees, Required Loan Fund Amounts, affidavits and other items documents reasonably necessary or funds required by the applicable Lender Title Company from Purchaser to cause evidence or consummate the applicable Loan Assumption and Release, including a countersigned counterpart of an assumption agreement in connection with the Loan Assumption and Release for such Assumption Property.transactions contemplated by this Agreement; and 5.3.10 With respect to each AIMCO Loan Property, (ih) the AIMCO Loan Documents, (ii) a lender’s title insurance policy insuring the lien of each AIMCO Loan Security Instrument as required by Section 4.8.4 above and (iii) either (x) a duplicate insurance policy for all Hazard Insurance (as such term is defined in Section 19(a) of the AIMCO Loan Security Instrument) or (y) an ▇▇▇▇▇ certificate of insurance evidencing Purchaser shall deliver to the satisfaction of the AIMCO Lender all Hazard Insurance required under the AIMCO Loan Security Instrument, in either case naming the AIMCO Lender as an additional insured for all commercial liability insurance and including a non-contributing, non-reporting mortgagee clause in favor of the AIMCO Lender with respect to all property damage insurance for Seller such AIMCO Loan Property. 5.3.11 With respect to the Chimneys of Cradlerock Property, the HUD Approval, the DHCR Approval and a countersigned counterpart of the Assignment of HAP Contract. 5.3.12 Such other documents as are reasonably necessary required to consummate be delivered by the transactions herein contemplated in accordance with the terms of the ContractPurchaser to Seller pursuant to this Agreement.

Purchaser Closing Deliveries. No later than one (1) Business Day prior to On the Closing Date for a Property (except for the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.4)Date, Purchaser shall deliver to the Escrow Agent (for disbursement to the applicable Seller upon the Closing) the following items with respect to each the Property being conveyed at the Closing: 5.3.1 (a) The full Purchase Price for such Property (with, with a credit for (xthe Deposit) the Allocated Deposit Amount for such Property, subject to, and except as otherwise provided in, the terms of Section 5.1.2 above (y) if such Property is an Assumption Property, the Loan Balance for such Assumption Property and (z) if such Property is an AIMCO Loan Property, the amount of the AIMCO Loan for such AIMCO Loan Property), plus or minus the adjustments or prorations required by this ContractAgreement. 5.3.2 A (b) If and only to the extent required by the Title Company, a title affidavit (or at Purchaser’s option an indemnity form (indemnity) pertaining solely to Purchaser’s activity on the applicable Property prior to Closing), in the customary form reasonably acceptable to Purchaser, which is sufficient to enable Title Insurer to delete the standard preStandard Exceptions (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-printed exceptions to the title insurance policy Closing) to be issued pursuant to the Title Commitment; provided, however, that such affidavit does not subject Purchaser to any greater liability, or impose any additional obligations, other than as set forth in this Agreement. 5.3.3 Purchaser’s closing statement(c) Any declaration or other statement which may be required to be submitted to the local assessor with respect to the terms of the sale of the Property (collectively, the “Real Property Transfer Declaration”). 5.3.4 (d) A closing statement executed by Purchaser. (e) Two (2) original countersigned counterpart counterparts of the General Assignment, executed by Purchaser. 5.3.5 A (f) Two (2) original countersigned counterpart counterparts of the Leases Lease Assignment, executed by Purchaser. 5.3.6 A (g) Two (2) original countersigned counterpart counterparts of the Tenant Notification LettersLetter. 5.3.7 Any cancellation fees or penalties due to any vendor under any Terminated Contract as a result of the termination thereof. 5.3.8 (h) Resolutions, certificates of good standing, standing and such other organizational documents as Title Insurer shall reasonably require evidencing Purchaser’s authority to consummate this transaction. 5.3.9 With respect to an Assumption Property, all documents, instruments, guaranties, Assumption Lender Fees, Required Loan Fund Amounts, and other items or funds required by the applicable Lender to cause the applicable Loan Assumption and Release, including a countersigned counterpart of an assumption agreement in connection with the Loan Assumption and Release for such Assumption Property. 5.3.10 With respect to each AIMCO Loan Property, (i) the AIMCO Loan Documents, (ii) a lender’s title insurance policy insuring the lien of each AIMCO Loan Security Instrument as required by Section 4.8.4 above and (iii) either (x) a duplicate insurance policy for all Hazard Insurance (as such term is defined in Section 19(a) of the AIMCO Loan Security Instrument) or (y) an ▇▇▇▇▇ certificate of insurance evidencing to the satisfaction of the AIMCO Lender all Hazard Insurance required under the AIMCO Loan Security Instrument, in either case naming the AIMCO Lender as an additional insured for all commercial liability insurance and including a non-contributing, non-reporting mortgagee clause in favor of the AIMCO Lender with respect to all property damage insurance for such AIMCO Loan Property. 5.3.11 With respect to the Chimneys of Cradlerock Property, the HUD Approval, the DHCR Approval and a countersigned counterpart of the Assignment of HAP Contract. 5.3.12 Such other documents as are reasonably necessary to consummate the transactions herein contemplated in accordance with the terms of the Contract.

Purchaser Closing Deliveries. No later than one (1) 1 Business Day prior to the Closing Date for a Property (except for the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.4), Purchaser shall deliver to the Escrow Agent (for disbursement to the applicable Seller upon the Closing) the following items with respect to each the Property being conveyed at the such Closing: 5.3.1 The full Purchase Price for such Property (with, a with credit for (x) the Allocated Deposit Amount for such Property, subject to, and except as otherwise provided in, the terms of Section 5.1.2 above (y) if such Property is an Assumption Property, the Loan Balance for such Assumption Property and (z) if such Property is an AIMCO Loan Property, the amount of the AIMCO Loan for such AIMCO Loan PropertyDeposit), plus or minus the adjustments or prorations required by this Contract. 5.3.2 A title affidavit (or at Purchaser's option an indemnity form (indemnity) pertaining to Purchaser’s 's activity on the applicable Property prior to Closing), in the customary form reasonably acceptable to Purchaser, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy set forth in this Contract (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment; provided that such affidavit does not subject Purchaser to any greater liability, or impose any additional obligations, other than as set forth in this Contract. 5.3.3 Purchaser’s closing statementAny declaration or other statement which may be required to be submitted to the local assessor with respect to the terms of the sale of the Property. 5.3.4 A closing statement executed by Purchaser. 5.3.5 A countersigned counterpart of the General Assignment. 5.3.5 5.3.6 A countersigned counterpart of the Leases Assignment. 5.3.6 A countersigned counterpart 5.3.7 Notification letters to all Tenants prepared and executed by Purchaser in the form attached hereto as Exhibit G. 5.3.8 The Vendor Terminations (Purchaser shall be solely responsible for identifying each of the Tenant Notification LettersTerminated Contracts (subject to the terms and conditions of Section 3.6) and addressing and preparing each of the Vendor Terminations for execution by Purchaser and Seller). 5.3.7 5.3.9 Any cancellation fees or penalties due to any vendor under any Terminated Contract as a result of the termination thereof. 5.3.8 5.3.10 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Purchaser’s 's authority to consummate this transaction. 5.3.9 With respect to an Assumption Property, all documents, instruments, guaranties, Assumption Lender Fees, Required Loan Fund Amounts, and other items or funds required by the applicable Lender to cause the applicable Loan Assumption and Release, including a countersigned counterpart of an assumption agreement in connection with the Loan Assumption and Release for such Assumption Property. 5.3.10 With respect to each AIMCO Loan Property, (i) the AIMCO Loan Documents, (ii) a lender’s title insurance policy insuring the lien of each AIMCO Loan Security Instrument as required by Section 4.8.4 above and (iii) either (x) a duplicate insurance policy for all Hazard Insurance (as such term is defined in Section 19(a) of the AIMCO Loan Security Instrument) or (y) an ▇▇▇▇▇ certificate of insurance evidencing to the satisfaction of the AIMCO Lender all Hazard Insurance required under the AIMCO Loan Security Instrument, in either case naming the AIMCO Lender as an additional insured for all commercial liability insurance and including a non-contributing, non-reporting mortgagee clause in favor of the AIMCO Lender with respect to all property damage insurance for such AIMCO Loan Property. 5.3.11 With respect to the Chimneys of Cradlerock Property, the HUD Approval, the DHCR Approval and a countersigned counterpart of the Assignment of HAP Contract. 5.3.12 Such other documents as are reasonably necessary to consummate the transactions herein contemplated in accordance with the terms of the Contract.

Purchaser Closing Deliveries. No later than one (1) 1 Business Day prior to the Closing Date for a Property (except for the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.4), Purchaser shall deliver to the Escrow Agent (for disbursement to the applicable Seller upon the Closing) the following items with respect to each the Property being conveyed at the such Closing: 5.3.1 The full Purchase Price for such Property (with, a with credit for (x) the Allocated Deposit Amount for such Property, subject to, and except as otherwise provided in, the terms of Section 5.1.2 above (y) if such Property is an Assumption Property, the Loan Balance for such Assumption Property and (z) if such Property is an AIMCO Loan Property, the amount of the AIMCO Loan for such AIMCO Loan PropertyDeposit), plus or minus the adjustments or prorations required by this Contract. 5.3.2 A title affidavit (or at Purchaser’s option an indemnity form (indemnity) pertaining to Purchaser’s activity on the applicable Property prior to Closing), in the customary form reasonably acceptable to Purchaser, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy set forth in this Contract (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment; provided, however, that such affidavit does not subject Purchaser to any greater liability, or impose any additional obligations, other than as set forth in this Contract. 5.3.3 Purchaser’s closing statementAny signed declaration or other statement which may be required to be submitted to the local assessor with respect to the terms of the sale of the Property. 5.3.4 A closing statement executed by Purchaser. 5.3.5 A countersigned counterpart of the General Assignment. 5.3.5 5.3.6 A countersigned counterpart of the Leases Assignment. 5.3.6 A countersigned counterpart 5.3.7 Notification letters to all Tenants prepared and executed by Purchaser in the form attached hereto as Exhibit “G”. 5.3.8 The Vendor Terminations (Purchaser shall be solely responsible for identifying each of the Tenant Notification LettersTerminated Contracts (subject to the terms and conditions of Section 3.6) and addressing and preparing each of the Vendor Terminations for execution by Purchaser and Seller). 5.3.7 5.3.9 Any cancellation fees or penalties due to any vendor under any Terminated Contract as a result of the termination thereof. 5.3.8 5.3.10 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Purchaser’s authority to consummate this transaction. 5.3.9 With respect to an Assumption Property, all documents, instruments, guaranties, Assumption Lender Fees, Required Loan Fund Amounts, and other items or funds required by the applicable Lender to cause the applicable Loan Assumption and Release, including a countersigned counterpart of an assumption agreement in connection with the Loan Assumption and Release for such Assumption Property. 5.3.10 With respect to each AIMCO Loan Property, (i) the AIMCO Loan Documents, (ii) a lender’s title insurance policy insuring the lien of each AIMCO Loan Security Instrument as required by Section 4.8.4 above and (iii) either (x) a duplicate insurance policy for all Hazard Insurance (as such term is defined in Section 19(a) of the AIMCO Loan Security Instrument) or (y) an ▇▇▇▇▇ certificate of insurance evidencing to the satisfaction of the AIMCO Lender all Hazard Insurance required under the AIMCO Loan Security Instrument, in either case naming the AIMCO Lender as an additional insured for all commercial liability insurance and including a non-contributing, non-reporting mortgagee clause in favor of the AIMCO Lender with respect to all property damage insurance for such AIMCO Loan Property. 5.3.11 With respect to the Chimneys of Cradlerock Property, the HUD Approval, the DHCR Approval and a countersigned counterpart of the Assignment of HAP Contract. 5.3.12 Such other documents as are reasonably necessary to consummate the transactions herein contemplated in accordance with the terms of the Contract.

Purchaser Closing Deliveries. No later than one (1) Business Day prior to the Closing Date for a Property (except for the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.42.2.5), Purchaser shall deliver to the Escrow Agent (for disbursement to the applicable Seller upon the Closing) the following items with respect to each Property being conveyed at the such Closing: 5.3.1 The full Purchase Price for such Property (with, a credit for (xa) the Allocated Deposit Amount for such Property, subject to, and except as otherwise provided in, the terms of Section 5.1.2 above (y) if such Property is an Assumption Property, the Loan Balance for such Assumption Property and (z) if such Property is an AIMCO Loan Property, the amount of the AIMCO Loan for such AIMCO Loan Property), plus or minus the adjustments or prorations required by this Contract. 5.3.2 A title affidavit (or at Purchaser’s option an indemnity form (indemnity) pertaining to Purchaser’s activity on the applicable Property prior to Closing), in the customary form reasonably acceptable to Purchaser, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy set forth in this Agreement (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment.; provided that such affidavit does not subject Purchaser to any greater liability, or impose any additional obligations, other than as set forth in this Agreement; 5.3.3 (b) Any declaration or other statement which may be required to be submitted to the local assessor with respect to the terms of the sale of such Property; (c) A closing statement executed by Purchaser’s closing statement.; 5.3.4 (d) A countersigned counterpart of the General Assignment., countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; 5.3.5 (e) A countersigned counterpart of the Leases Assignment., countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; 5.3.6 (f) A countersigned counterpart of the Tenant Notification Letters.Notices, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable, to be delivered to the Tenants by Purchaser promptly following Closing; and 5.3.7 Any cancellation fees or penalties due to any vendor under any Terminated Contract as a result of the termination thereof. 5.3.8 (g) Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Purchaser’s or Purchaser Designated Entities’, as applicable, authority to consummate this transaction. 5.3.9 With respect to an Assumption Property, all documents, instruments, guaranties, Assumption Lender Fees, Required Loan Fund Amounts, and other items or funds required by the applicable Lender to cause the applicable Loan Assumption and Release, including a countersigned counterpart of an assumption agreement in connection with the Loan Assumption and Release for such Assumption Property. 5.3.10 With respect to each AIMCO Loan Property, (i) the AIMCO Loan Documents, (ii) a lender’s title insurance policy insuring the lien of each AIMCO Loan Security Instrument as required by Section 4.8.4 above and (iii) either (x) a duplicate insurance policy for all Hazard Insurance (as such term is defined in Section 19(a) of the AIMCO Loan Security Instrument) or (y) an ▇▇▇▇▇ certificate of insurance evidencing to the satisfaction of the AIMCO Lender all Hazard Insurance required under the AIMCO Loan Security Instrument, in either case naming the AIMCO Lender as an additional insured for all commercial liability insurance and including a non-contributing, non-reporting mortgagee clause in favor of the AIMCO Lender with respect to all property damage insurance for such AIMCO Loan Property. 5.3.11 With respect to the Chimneys of Cradlerock Property, the HUD Approval, the DHCR Approval and a countersigned counterpart of the Assignment of HAP Contract. 5.3.12 Such other documents as are reasonably necessary to consummate the transactions herein contemplated in accordance with the terms of the Contract.

Purchaser Closing Deliveries. No later than one (1) 1 Business Day prior to the Closing Date for a Property (except for the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.4), Purchaser shall deliver to the Escrow Agent (for disbursement to the applicable Seller upon the Closing) the following items with respect to each Property being conveyed at the such Closing: 5.3.1 The full Purchase Price for such Property (with, a with credit for (x) the Allocated Deposit Amount for such Property, subject to, and except as otherwise provided in, the terms of Section 5.1.2 above (y) if such Property is an Assumption Property, the Loan Balance for such Assumption Property and (z) if such Property is an AIMCO Loan Property, the amount Applicable Share of the AIMCO Loan for such AIMCO Loan PropertyDeposit), plus or minus the adjustments or prorations required by this Contract. 5.3.2 A signed title affidavit (or at Purchaser's option an indemnity form (indemnity) pertaining to Purchaser’s 's activity on the applicable Property prior to Closing), in the customary form reasonably acceptable to Purchaser, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy set forth in this Contract (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment; provided that such affidavit does not subject Purchaser to any greater liability, or impose any additional obligations, other than as set forth in this Contract. 5.3.3 A closing statement executed by Purchaser’s closing statement. 5.3.4 A countersigned counterpart of the General Assignment. 5.3.5 A countersigned counterpart of the Leases Assignment. 5.3.6 A countersigned counterpart Notification letters to all Tenants at such Property prepared and executed by Purchaser in the form attached hereto as Exhibit G. 5.3.7 The Vendor Terminations (Purchaser shall be solely responsible for identifying each of the Tenant Notification LettersTerminated Contracts (subject to the terms and conditions of Section 3.6) and addressing and preparing each of the Vendor Terminations for execution by Purchaser and the applicable Seller). 5.3.7 5.3.8 Any cancellation fees or penalties due to any vendor under any Terminated Contract as a result of the termination thereof. 5.3.8 5.3.9 Resolutions, certificates of existence or good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Purchaser’s 's authority to consummate this transaction. 5.3.9 5.3.10 [Intentionally deleted] 5.3.11 The Lender Fees (subject to deduction from the Purchase Price in accordance with Section 2.2). 5.3.12 With respect to an Assumption PropertyBroadmoor and Falls on Bull Creek, all documents, instruments, guaranties, Assumption Lender Fees, Required Loan Fund Amounts, and other items or funds required by the applicable Lender to cause the applicable Loan Assumption and Release, including a countersigned counterpart of an assumption agreement in connection with the Loan Assumption and Release for such Assumption Property. 5.3.10 With respect to each AIMCO Loan Property, (i) the AIMCO Loan Documents, (ii) a lender’s title insurance policy insuring the lien of each AIMCO Loan Security Instrument as required by Section 4.8.4 above and (iii) either (x) a duplicate insurance policy for all Hazard Insurance (as such term is defined in Section 19(a) of the AIMCO Loan Security Instrument) or (y) an ▇▇▇▇▇ certificate of insurance evidencing to Assignment Form in form and content required by the satisfaction of the AIMCO Lender all Hazard Insurance required under the AIMCO Loan Security Instrument, in either case naming the AIMCO Lender Issuer and Trustee (and as an additional insured for all commercial liability insurance and including a non-contributing, non-reporting mortgagee clause in favor of the AIMCO Lender with respect to all property damage insurance for such AIMCO Loan Propertyreasonably approved by Purchaser). 5.3.11 With respect to the Chimneys of Cradlerock Property, the HUD Approval, the DHCR Approval and a countersigned counterpart of the Assignment of HAP Contract. 5.3.12 Such other documents as are reasonably necessary to consummate the transactions herein contemplated in accordance with the terms of the Contract.

Purchaser Closing Deliveries. No later than one (1) Business Day prior to the Closing Date for a Property (except for the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.4), Purchaser shall deliver (or cause to the be delivered) to Escrow Agent (for disbursement to the applicable Seller upon the Closing) each of the following items with respect at or prior to each Property being conveyed at the Closing: 5.3.1 The full Purchase Price for such Property (withless the Deposit, if in the form of a credit for (x) the Allocated Deposit Amount for such Property, subject to, and except as otherwise provided in, the terms of Section 5.1.2 above (y) if such Property is an Assumption Property, the Loan Balance for such Assumption Property and (z) if such Property is an AIMCO Loan Property, the amount of the AIMCO Loan for such AIMCO Loan PropertyCash Deposit), plus or minus (as applicable) the adjustments or prorations required by this Contract.Agreement; 5.3.2 A title affidavit or an indemnity form (pertaining to Purchaser’s activity on the applicable Property prior to Closing), reasonably acceptable to Purchaser, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment. 5.3.3 Purchaser’s closing statement. 5.3.4 A countersigned counterpart of the General Assignment.each Assignment and Assumption of Leases; 5.3.5 5.3.3 A countersigned counterpart of each General Assignment and Assumption; 5.3.4 The Closing Certificate executed by Purchaser; 5.3.5 Purchaser’s counterpart signature to the Closing Statement; 5.3.6 With respect to each Property, any applicable Transfer Tax Forms, and with respect to each Property other than the Regency Property, an Affidavit of Consideration for Use by Buyer (Form RTF-1EE), in each case executed by Purchaser (if applicable); 5.3.7 Purchaser shall join with each Seller to execute a notice in form and content reasonably satisfactory to Purchaser and such Seller which Purchaser shall send to each tenant under each of the Leases Assignment. 5.3.6 A countersigned counterpart informing such tenant of the Tenant Notification Letters. 5.3.7 Any cancellation fees or penalties due to any vendor under any Terminated Contract as a result sale of the termination thereof.applicable Apartment Complex and of the assignment to Purchaser of such Seller’s interest in, and obligations under, the Leases (including, if applicable any security deposits) and directing that all rent and other sums payable after the Closing under each such Lease shall be paid as set forth in the notice; 5.3.8 With respect to each Property (other than the Regency Property), a completed Certificate of Registration (Form BHI 4) identifying Purchaser as the new owner of such Property pursuant to the New Jersey Hotel and Multiple Dwelling Law N.J.S.A. 55: 13A-1 et seq., which shall be promptly filed following the Closing (no more than 20 days following the Closing Date) with the New Jersey Department of Community Affairs, Division of Codes and Standards, Bureau of Housing Inspection; 5.3.9 Resolutions, certificates of good standing, standing and such other organizational documents as the Title Insurer shall Company may reasonably require evidencing to evidence Purchaser’s authority to consummate this transaction.the Transactions; 5.3.9 With respect to an Assumption Property, all 5.3.10 All documents, instruments, guaranties, Assumption Lender Fees, Required Loan Fund Amounts, guaranties and other items or funds required by the applicable each Assumption Loan Lender to cause effect the applicable Loan Assumption and Release; and 5.3.11 If any such documents require Purchaser’s counterpart signatures, including a countersigned Purchaser’s counterpart of an assumption agreement in connection with signatures to the Loan Assumption and Release for such Assumption Property. 5.3.10 With respect to each AIMCO Loan Property, (i) the AIMCO Loan Documents, (ii) a lender’s title insurance policy insuring the lien of each AIMCO Loan Security Instrument as required by Section 4.8.4 above and (iii) either (x) a duplicate insurance policy for all Hazard Insurance (as such term is defined documents described in Section 19(a) of the AIMCO Loan Security Instrument) or (y) an ▇▇▇▇▇ certificate of insurance evidencing to the satisfaction of the AIMCO Lender all Hazard Insurance required under the AIMCO Loan Security Instrument, in either case naming the AIMCO Lender as an additional insured for all commercial liability insurance and including a non-contributing, non-reporting mortgagee clause in favor of the AIMCO Lender with respect to all property damage insurance for such AIMCO Loan Property5.2.13. 5.3.11 With respect to the Chimneys of Cradlerock Property, the HUD Approval, the DHCR Approval and a countersigned counterpart of the Assignment of HAP Contract. 5.3.12 Such other documents as are reasonably necessary to consummate the transactions herein contemplated in accordance with the terms of the Contract.

Purchaser Closing Deliveries. No later than one (1) 1 Business Day prior to the Closing Date for a Property (except for the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.4), Purchaser shall deliver to the Escrow Agent (for disbursement to the applicable Seller upon the Closing) the following items with respect to each the Property being conveyed at the such Closing: 5.3.1 The full Purchase Price for such Property (with, a with credit for (x) the Allocated Deposit Amount for such Property, subject to, and except as otherwise provided in, the terms of Section 5.1.2 above (y) if such Property is an Assumption Property, the Loan Balance for such Assumption Property and (z) if such Property is an AIMCO Loan Property, the amount of the AIMCO Loan for such AIMCO Loan PropertyDeposit), plus or minus the adjustments or prorations required by this Contract. 5.3.2 A title affidavit (or at Purchaser’s option an indemnity form (indemnity) pertaining to Purchaser’s activity on the applicable Property prior to Closing), in the customary form reasonably acceptable to Purchaser, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy set forth in this Contract (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment; provided, however, that such affidavit does not subject Purchaser to any greater liability, or impose any additional obligations, other than as set forth in this Contract. 5.3.3 Purchaser’s closing statementAny signed declaration or other statement which may be required to be submitted to the local assessor with respect to the terms of the sale of the Property. 5.3.4 A closing statement executed by Purchaser. 5.3.5 A countersigned counterpart of the General Assignment. 5.3.5 5.3.6 A countersigned counterpart of the Leases Assignment. 5.3.6 A countersigned counterpart 5.3.7 Notification letters to all Tenants prepared and executed by Purchaser in the form attached hereto as Exhibit “G”. 5.3.8 The Vendor Terminations (Purchaser shall be solely responsible for identifying each of the Tenant Notification LettersTerminated Contracts (subject to the terms and conditions of Section 3.6) and addressing and preparing each of the Vendor Terminations for execution by Purchaser and Seller). 5.3.7 5.3.9 Any cancellation fees or penalties due to any vendor under any Terminated Contract as a result of the termination thereof. 5.3.8 5.3.10 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Purchaser’s authority to consummate this transaction. 5.3.9 With respect to an Assumption Property, all documents, instruments, guaranties, Assumption Lender Fees, Required Loan Fund Amounts, and other items or funds required by the applicable Lender to cause the applicable Loan Assumption and Release, including a countersigned counterpart of an assumption agreement in connection with the Loan Assumption and Release for such Assumption Property. 5.3.10 With respect to each AIMCO Loan Property, (i) the AIMCO Loan Documents, (ii) a lender’s title insurance policy insuring the lien of each AIMCO Loan Security Instrument as required by Section 4.8.4 above and (iii) either (x) a duplicate insurance policy for all Hazard Insurance (as such term is defined in Section 19(a) of the AIMCO Loan Security Instrument) or (y) an ▇▇▇▇▇ certificate of insurance evidencing to the satisfaction of the AIMCO Lender all Hazard Insurance required under the AIMCO Loan Security Instrument, in either case naming the AIMCO Lender as an additional insured for all commercial liability insurance and including a non-contributing, non-reporting mortgagee clause in favor of the AIMCO Lender with respect to all property damage insurance for such AIMCO Loan Property. 5.3.11 With respect to the Chimneys of Cradlerock Property, the HUD Approval, the DHCR Approval and a countersigned counterpart of the Assignment of HAP Contract[Intentionally left blank]. 5.3.12 Such other documents as are reasonably necessary to consummate the transactions herein contemplated in accordance with the terms of the Contract[Intentionally left blank].

Purchaser Closing Deliveries. No later than one (1) Business Day prior to On or before the Closing Date for a Property (except for the balance of the Purchase Price which is Closing, Purchaser shall have delivered or caused to be delivered at the time specified following items: (a) By wire transfer of immediately available funds, the Closing Payment; (b) Executed counterpart to the TSA; (c) Executed counterpart to the Assignment and Assumption Agreement in Section 2.2.4the form of Exhibit C attached hereto (“Assignment and Assumption Agreement”), pursuant to which Seller shall assign and Purchaser shall deliver assume the Assumed Liabilities; (d) Executed counterpart to the Escrow Agent Assignment and Assumption of Contracts in the form of Exhibit D attached hereto (for disbursement “Assignment of Contracts”); (e) Executed counterpart to the applicable Seller upon Assignment and Assumption of Intellectual Property in the Closingform of Exhibit E attached hereto (“IP Assignment”); (f) the following items with respect to each Property being conveyed at the Closing: 5.3.1 The full Purchase Price for such Property (with, a credit for (x) the Allocated Deposit Amount for such Property, subject to, and except as otherwise provided in, the terms of Section 5.1.2 above (y) if such Property is an Assumption Property, the Loan Balance for such Assumption Property and (z) if such Property is an AIMCO Loan Property, the amount of the AIMCO Loan for such AIMCO Loan Property), plus or minus the adjustments or prorations required by this Contract. 5.3.2 A title affidavit or an indemnity form (pertaining to Purchaser’s activity on the applicable Property prior to Closing), reasonably acceptable to Purchaser, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions Executed counterpart to the title insurance policy to be issued pursuant Non-Competition and Non-Solicitation Agreement of Seller in the form attached hereto as Exhibit F (the “Seller’s Non-Compete”); (g) Executed counterpart to the Title Commitment.Non-Competition and Non-Solicitation Agreement of Executives in the form attached hereto as Exhibit G (“Executives’ Non-Compete”); 5.3.3 Purchaser’s closing statement.(h) Executed counterpart to the Lockbox Account Agreement; 5.3.4 A countersigned counterpart of the General Assignment. 5.3.5 A countersigned counterpart of the Leases Assignment. 5.3.6 A countersigned counterpart of the Tenant Notification Letters. 5.3.7 Any cancellation fees or penalties due to any vendor under any Terminated Contract as a result of the termination thereof. 5.3.8 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Purchaser’s authority to consummate this transaction. 5.3.9 With respect to an Assumption Property, all documents, instruments, guaranties, Assumption Lender Fees, Required Loan Fund Amounts, and other items or funds required by the applicable Lender to cause the applicable Loan Assumption and Release, including a countersigned counterpart of an assumption agreement in connection with the Loan Assumption and Release for such Assumption Property. 5.3.10 With respect to each AIMCO Loan Property, (i) A certificate from the AIMCO Loan DocumentsSecretary of Purchaser dated the Closing Date, attaching (i) a certified copy of Purchaser’s certificate of incorporation, and (ii) a lender’s title insurance policy insuring the lien correct and complete copies of each AIMCO Loan Security Instrument as required by Section 4.8.4 above and (iii) either (x) a duplicate insurance policy for all Hazard Insurance (as such term is defined in Section 19(a) resolutions of the AIMCO Loan Security Instrument) or (y) an ▇▇▇▇▇ certificate board of insurance evidencing directors of Purchaser relating to the satisfaction approval of the AIMCO Lender all Hazard Insurance required under the AIMCO Loan Security Instrument, in either case naming the AIMCO Lender as an additional insured for all commercial liability insurance and including a non-contributing, non-reporting mortgagee clause in favor of the AIMCO Lender with respect to all property damage insurance for such AIMCO Loan Property.transactions contemplated hereby; and 5.3.11 With respect to the Chimneys of Cradlerock Property, the HUD Approval, the DHCR Approval and a countersigned counterpart of the Assignment of HAP Contract. 5.3.12 (j) Such other documents as are documentation reasonably necessary requested by Seller appropriate to consummate complete the transactions herein contemplated in accordance with the terms of the Contracthereby.

Purchaser Closing Deliveries. No later than one (1) Business Day prior to At the Closing Date for a Property (except for the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.4)Closing, Purchaser shall deliver deliver, or cause to be delivered, to Seller the Escrow Agent following: (for disbursement to a) stock certificate(s) representing the applicable Seller upon Shares duly executed by DDHC; (b) payment of the ClosingCash Consideration; (c) the following items with respect to each Property being conveyed at the Closing: 5.3.1 The full Purchase Price for such Property (with, a credit for (x) the Allocated Deposit Amount for such Property, subject to, and except as otherwise provided in, the terms of Section 5.1.2 above (y) if such Property is an Assumption Property, the Loan Balance for such Assumption Property and (z) if such Property is an AIMCO Loan Property, the amount of the AIMCO Loan for such AIMCO Loan Property), plus or minus the adjustments or prorations required by this Contract. 5.3.2 A title affidavit or an indemnity form (pertaining to Purchaser’s activity on the applicable Property prior to Closing), reasonably acceptable to Purchaser, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment. 5.3.3 Purchaser’s closing statement. 5.3.4 A countersigned counterpart of the General Assignment. 5.3.5 A countersigned counterpart of the Leases Assignment. 5.3.6 A countersigned counterpart of the Tenant Notification Letters. 5.3.7 Any cancellation fees or penalties due to any vendor under any Terminated Contract as a result of the termination thereof. 5.3.8 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Purchaser’s authority to consummate this transaction. 5.3.9 With respect to an Assumption Property, all documents, instruments, guaranties, Assumption Lender Fees, Required Loan Fund Amounts, and other items or funds required by the applicable Lender to cause the applicable Loan Assumption and Release, including a countersigned counterpart of an assumption agreement in connection with the Loan Assumption and Release for such Assumption Property. 5.3.10 With respect to each AIMCO Loan Property, (i) the AIMCO Loan Documents, (ii) a lender’s title insurance policy insuring the lien of each AIMCO Loan Security Instrument as required by Section 4.8.4 above and (iii) either (x) a duplicate insurance policy for all Hazard Insurance (as such term is defined in Section 19(a) of the AIMCO Loan Security Instrument) or (y) an ▇▇▇▇▇▇▇ Agreement as executed by Purchaser; (d) documents evidencing the assumption of the Assumed Liabilities, including an assignment and assumption agreement substantially in the form of Exhibit C attached hereto, executed by Purchaser; (e) a certificate, dated as of the Closing Date, signed by Purchaser and DDHC (i) attaching copies of the certificate of insurance evidencing incorporation and bylaws, and any amendments thereto, of DDHC, (ii) certifying that attached thereto are true, correct and complete copies of action by written consent or resolutions duly adopted by Purchaser and DDHC which authorize and approve the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, (iii) certifying the good standing of Purchaser and DDHC in there respective jurisdictions of incorporation and in each other jurisdiction in which either of them is qualified to do business, as of a date not more than 15 days prior to the satisfaction Closing, and that that there are no proceedings for the dissolution or liquidation of Purchaser or DDHC, and (iv) certifying the incumbency, signature and authority of the AIMCO Lender officers of Purchaser and DDHC respectively authorized to execute, deliver and perform this Agreement and all Hazard Insurance other documents, instruments or agreements related thereto executed or to be executed by Purchaser and/or DDHC, as the case may be; and (f) all other documents required under to be entered into or delivered by Purchaser or DDHC at or prior to the AIMCO Loan Security InstrumentClosing pursuant hereto, and other documents reasonably requested by and in either case naming the AIMCO Lender form and substance reasonably satisfactory to Seller, dated as an additional insured for all commercial liability insurance and including a non-contributing, non-reporting mortgagee clause in favor of the AIMCO Lender with respect to all property damage insurance for such AIMCO Loan PropertyClosing Date. 5.3.11 With respect to the Chimneys of Cradlerock Property, the HUD Approval, the DHCR Approval and a countersigned counterpart of the Assignment of HAP Contract. 5.3.12 Such other documents as are reasonably necessary to consummate the transactions herein contemplated in accordance with the terms of the Contract.

Purchaser Closing Deliveries. No later than one (1) 1 Business Day prior to the Closing Date for a Property (except for the balance of the Purchase Price which is to be delivered on the Closing Date at the time specified in Section 2.2.42.2.3), Purchaser shall deliver to the Escrow Agent (for disbursement to the applicable Seller upon the Closing) the following items with respect to each the Property being conveyed at the such Closing: 5.3.1 The full Purchase Price for such the Property (with, a with credit for (x) the Allocated Deposit Amount for such Property, subject to, and except as otherwise provided in, the terms of Section 5.1.2 above (y) if such Property is an Assumption Property, the Loan Balance for such Assumption Property and (z) if such Property is an AIMCO Loan Property, the amount of the AIMCO Loan for such AIMCO Loan PropertyDeposit), plus or minus the adjustments or prorations required by this Contract. 5.3.2 A signed title affidavit (or at Purchaser’s option an indemnity form (indemnity) pertaining to Purchaser’s activity on the applicable Property prior to Closing), in the customary form reasonably acceptable to Purchaser, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy set forth in this Contract (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment; provided that such affidavit does not subject Purchaser to any greater liability, or impose any additional obligations, other than as set forth in this Contract. 5.3.3 Purchaser’s closing statementAny declaration or other statement which may be required to be submitted to the local assessor with respect to the terms of the sale of the Property. 5.3.4 A closing statement executed by Purchaser. 5.3.5 A Florida Department of Revenue DR-219 Form executed by Purchaser (the “Florida Declaration of Value”). 5.3.6 A countersigned counterpart of the General Assignment. 5.3.5 5.3.7 A countersigned counterpart of the Leases Assignment. 5.3.6 A countersigned counterpart of 5.3.8 Notification letters to all Tenants at the Tenant Notification LettersProperty prepared and executed by Purchaser in the form attached hereto as Exhibit G. 5.3.9 Intentionally left blank. 5.3.7 5.3.10 Any cancellation fees or penalties due to any vendor under any Terminated Contract as a result of the termination thereof. 5.3.8 5.3.11 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Purchaser’s authority to consummate this transaction. 5.3.9 With respect to an Assumption Property, all documents, instruments, guaranties, Assumption Lender Fees, Required Loan Fund Amounts, and other items or funds required by the applicable Lender to cause the applicable Loan Assumption and Release, including a countersigned counterpart of an assumption agreement in connection with the Loan Assumption and Release for such Assumption Property. 5.3.10 With respect to each AIMCO Loan Property, (i) the AIMCO Loan Documents, (ii) a lender’s title insurance policy insuring the lien of each AIMCO Loan Security Instrument as required by Section 4.8.4 above and (iii) either (x) a duplicate insurance policy for all Hazard Insurance (as such term is defined in Section 19(a) of the AIMCO Loan Security Instrument) or (y) an ▇▇▇▇▇ certificate of insurance evidencing to the satisfaction of the AIMCO Lender all Hazard Insurance required under the AIMCO Loan Security Instrument, in either case naming the AIMCO Lender as an additional insured for all commercial liability insurance and including a non-contributing, non-reporting mortgagee clause in favor of the AIMCO Lender with respect to all property damage insurance for such AIMCO Loan Property. 5.3.11 With respect to the Chimneys of Cradlerock Property, the HUD Approval, the DHCR Approval and a countersigned counterpart of the Assignment of HAP Contract. 5.3.12 Such other documents as are reasonably necessary to consummate the transactions herein contemplated in accordance with the terms of the Contract.

Purchaser Closing Deliveries. No later than one (1) Business Day prior to At the Initial Closing Date for a Property (except for the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.4)and subject thereto, Purchaser shall deliver (or cause to the Escrow Agent (for disbursement to the applicable Seller upon the Closingbe delivered) the following items with respect to each Property being conveyed at the ClosingSeller: 5.3.1 The full Purchase Price for such Property (with, a credit for (x) the Allocated Deposit Amount for such Property, subject to, and except as otherwise provided in, the terms of Section 5.1.2 above (y) if such Property is an Assumption Property, the Loan Balance for such Assumption Property and (z) if such Property is an AIMCO Loan Property, the amount of the AIMCO Loan for such AIMCO Loan Property), plus or minus the adjustments or prorations required by this Contract. 5.3.2 A title affidavit or an indemnity form (pertaining to Purchaser’s activity on the applicable Property prior to Closing), reasonably acceptable to Purchaser, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment. 5.3.3 Purchaser’s closing statement. 5.3.4 A countersigned counterpart of the General Assignment. 5.3.5 A countersigned counterpart of the Leases Assignment. 5.3.6 A countersigned counterpart of the Tenant Notification Letters. 5.3.7 Any cancellation fees or penalties due to any vendor under any Terminated Contract as a result of the termination thereof. 5.3.8 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Purchaser’s authority to consummate this transaction. 5.3.9 With respect to an Assumption Property, all documents, instruments, guaranties, Assumption Lender Fees, Required Loan Fund Amounts, and other items or funds required by the applicable Lender to cause the applicable Loan Assumption and Release, including a countersigned counterpart of an assumption agreement in connection with the Loan Assumption and Release for such Assumption Property. 5.3.10 With respect to each AIMCO Loan Property, (i) the AIMCO Loan DocumentsPurchase Price payable for the Initial Company Shares (i.e., the Tranche 1 Purchase Price) via wire transfer of immediately available funds to the account(s) of Seller designated by Seller; (ii) a lender’s title insurance policy insuring documentary evidence showing that the lien of each AIMCO Loan Security Instrument as required Tranche 1 Purchase Price has been duly transmitted in the account(s) designated by Section 4.8.4 above and the Seller; (iii) either copies of resolutions duly adopted by the Board of Directors of Purchaser adopting, authorizing, and approving this Agreement, the Additional Agreements to which Purchaser is a party and the transactions contemplated hereby and thereby and the Purchaser Proposals; (xiv) a duplicate insurance policy for all Hazard Insurance (certificate, dated as such term is defined in Section 19(a) of the AIMCO Loan Security InstrumentInitial Closing Date, signed by the Secretary of Purchaser, enclosing true, correct and complete copies of (i) the Purchaser’s certificate of incorporation, certified as of a recent date by the Secretary of State of the State of Delaware; (ii) the Purchaser’s bylaws; copies of resolutions duly adopted by the Board of Directors of Purchaser authorizing this Agreement, the Additional Agreements to which the Purchaser is a party and the transactions contemplated hereby; (iv) a certificate of good standing of the Purchaser, certified as of a recent date by the Secretary of State of the State of Delaware; (v) a certificate, dated as of the Initial Closing Date, signed by an officer of the Purchaser certifying that (a) the Purchaser has duly performed or complied with, in all material respects, all of its obligations hereunder required to be performed or complied with by the Purchaser prior to the Initial Closing Date, (yb) an the representations and warranties of the Purchaser contained in this Agreement shall be true and correct as of the date of this Agreement and as of the Initial Closing Date, (c) since the date of this Agreement, there shall not have occurred any Effect in respect of the Purchaser, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of the Purchaser which is continuing and uncured; (vi) copies of the Additional Agreements duly executed by P▇▇▇▇▇ certificate ▇▇▇▇; (vii) the Change of insurance evidencing to Name Certificate, duly executed by the satisfaction Purchaser; (viii) a certificate, dated as of the AIMCO Lender all Hazard Insurance required under the AIMCO Loan Security InstrumentInitial Closing Date, in either case naming the AIMCO Lender as signed by an additional insured for all commercial liability insurance and including a non-contributing, non-reporting mortgagee clause in favor officer of the AIMCO Lender with respect to all property damage insurance for such AIMCO Loan Property. 5.3.11 With respect to the Chimneys of Cradlerock Property, the HUD Approval, the DHCR Approval and Company enclosing a countersigned counterpart copy of the Assignment (a) forms filed by each entity forming part of HAP Contract. 5.3.12 Such other documents as are reasonably necessary to consummate the transactions herein contemplated in accordance Company Group with the terms jurisdictional Registrar of Companies for effecting the ContractChange of Name Resolution.