Common use of Purchaser Closing Deliveries Clause in Contracts

Purchaser Closing Deliveries. No later than one (1) Business Day prior to the Closing Date (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 such Closing: (a) A title affidavit (or at Purchaser’s option an indemnity) pertaining to Purchaser’s activity on the applicable Property prior to Closing, in the customary form reasonably acceptable to Purchaser, to enable Title Insurer to delete the standard 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; (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; (d) A counterpart of the General Assignment, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (e) A counterpart of the Leases Assignment, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (f) A counterpart of the Tenant Notices, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable, to be delivered to the Tenants by Purchaser promptly following Closing; (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 (h) If applicable and only with respect to the Runaway Bay I, the ▇▇▇▇▇▇’▇ Pointe, and ▇▇▇▇ Bridge Crossing Properties, the Loan Documents to be executed by Purchaser or Purchaser’s Designated Entity, as applicable.

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 such the Closing: 5.3.1 The full Purchase Price for such Property (awith, 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 (or at Purchaser’s option an 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;. (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;5.3.3 Purchaser’s closing statement. (c) 5.3.4 A closing statement executed by Purchaser; (d) A countersigned counterpart of the General Assignment, . 5.3.5 A countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (e) A counterpart of the Leases Assignment, . 5.3.6 A countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (f) A counterpart of the Tenant Notices, countersigned by Purchaser Notification Letters. 5.3.7 Any cancellation fees or Purchaser’s Designated Entity, penalties due to any vendor under any Terminated Contract as applicable, to be delivered to a result of the Tenants by Purchaser promptly following Closing;termination thereof. (g) 5.3.8 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. (h) If applicable and only with 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 Runaway Bay Iapplicable 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 ▇▇▇▇▇▇’▇ Pointecertificate 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 ▇▇▇▇ Bridge Crossing Propertiesincluding 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 Loan Documents 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 be executed by Purchaser or Purchaser’s Designated Entity, as applicableconsummate 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 (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 such Closing: 5.3.1 The full Purchase Price (a) with credit for the Deposit), plus or minus the adjustments or prorations required by this Contract. 5.3.2 A title affidavit (or at Purchaser’s option an indemnity) pertaining to Purchaser’s activity on the applicable Property prior to Closing, in the customary form reasonably acceptable to Purchaser, to enable Title Insurer to delete the standard exceptions to the title insurance policy set forth in this Agreement 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 Agreement;Contract. (b) 5.3.3 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 the Property;. (c) 5.3.4 A closing statement executed by Purchaser;. (d) 5.3.5 A countersigned counterpart of the General Assignment, . 5.3.6 A countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (e) A counterpart of the Leases Assignment, countersigned . 5.3.7 Notification letters to all Tenants prepared and executed by Purchaser or Purchaser’s Designated Entity, in the form attached hereto as applicable;Exhibit G. 5.3.8 The Vendor Terminations (f) A counterpart Purchaser shall be solely responsible for identifying each of the Tenant Notices, countersigned 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 Purchaser’s Designated Entity, penalties due to any vendor under any Terminated Contract as applicable, to be delivered to a result of the Tenants by Purchaser promptly following Closing;termination thereof. (g) 5.3.10 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 (h) If applicable and only with respect to the Runaway Bay I, the ▇▇▇▇▇▇’▇ Pointe, and ▇▇▇▇ Bridge Crossing Properties, the Loan Documents to be executed by Purchaser or Purchaser’s Designated Entity, as applicable.

Purchaser Closing Deliveries. No later than one (1) Business Day prior to On the Closing Date (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 such the Closing: (a) A The full Purchase Price (with a credit for the Deposit) plus or minus the adjustments or prorations required by this Agreement. (b) If and only to the extent required by the Title Company, a title affidavit (or at Purchaser’s option an indemnity) pertaining solely to Purchaser’s activity on the applicable Property prior to Closing, in the customary form reasonably acceptable to Purchaser, to enable Title Insurer to delete the standard exceptions to the title insurance policy set forth in this Agreement Standard Exceptions (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 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;. (bc) 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;the Property (collectively, the “Real Property Transfer Declaration”). (cd) A closing statement executed by Purchaser;. (de) A counterpart Two (2) original countersigned counterparts of the General Assignment, countersigned executed by Purchaser or Purchaser’s Designated Entity, as applicable; (e) A counterpart of the Leases Assignment, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable;. (f) A counterpart Two (2) original countersigned counterparts of the Lease Assignment, executed by Purchaser. (g) Two (2) original countersigned counterparts of the Tenant Notices, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable, to be delivered to the Tenants by Purchaser promptly following Closing;Notification Letter. (gh) Resolutions, certificates of good standing, 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 (h) If applicable and only with respect to the Runaway Bay I, the ▇▇▇▇▇▇’▇ Pointe, and ▇▇▇▇ Bridge Crossing Properties, the Loan Documents to be executed by Purchaser or Purchaser’s Designated Entity, as applicable.

Purchaser Closing Deliveries. No later than one (1) 1 Business Day prior to the Closing Date (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 such Closing: 5.3.1 The full Purchase Price for the Property (a) with credit for the Deposit), 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) pertaining to Purchaser’s activity on the applicable Property prior to Closing, in the customary form reasonably acceptable to Purchaser, to enable Title Insurer to delete the standard exceptions to the title insurance policy set forth in this Agreement 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 Agreement;Contract. (b) 5.3.3 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 the Property;. (c) 5.3.4 A closing statement executed by Purchaser;. 5.3.5 A Florida Department of Revenue DR-219 Form executed by Purchaser (d) the “Florida Declaration of Value”). 5.3.6 A countersigned counterpart of the General Assignment, . 5.3.7 A countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (e) A counterpart of the Leases Assignment, countersigned . 5.3.8 Notification letters to all Tenants at the Property prepared and executed by Purchaser in the form attached hereto as Exhibit G. 5.3.9 Intentionally left blank. 5.3.10 Any cancellation fees or Purchaser’s Designated Entity, penalties due to any vendor under any Terminated Contract as applicable; (f) A counterpart a result of the Tenant Notices, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable, to be delivered to the Tenants by Purchaser promptly following Closing;termination thereof. (g) 5.3.11 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 (h) If applicable and only with respect to the Runaway Bay I, the ▇▇▇▇▇▇’▇ Pointe, and ▇▇▇▇ Bridge Crossing Properties, the Loan Documents to be executed by Purchaser or Purchaser’s Designated Entity, as applicable.

Purchaser Closing Deliveries. No later than one (1) Business Day prior to the Closing Date (except for the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.41.2(d)), 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 such the Closing: (a) A title The full Purchase Price (with credit for the Deposit), plus or minus the adjustments or prorations required by this Agreement. (b) Any other documents or agreements customarily required of a purchaser by the Title Company to issue the Title Policy (with the arbitration provision, the creditor’s rights exclusion and general exceptions deleted, including, without limitations any affidavit (or at Purchaser’s option an indemnity) pertaining to Purchaser’s activity on the applicable Property prior to Closing, in the customary form reasonably acceptable to Purchaser, to enable Title Insurer to delete the standard exceptions to the title insurance policy set forth non-existence of parties in this Agreement possession (other than matters constituting Tenants under Leases disclosed on the most recent certified Rent Roll, as tenants only with no right of first refusal or any Permitted Exceptions options to purchase all or any portion of the Property, and matters which are to be completed or performed post-Closing) to be issued pursuant to mechanics lien and any “gap” indemnity required by 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;Company). (bc) 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 the Property; (c) A closing statement executed by Purchaser;. (d) A counterpart of the General Assignment, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (e) A counterpart of the Leases Assignment, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (f) A counterpart of the Tenant Notices, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable, to be delivered to the Tenants by Purchaser promptly following Closing; (g) Resolutions, certificates of good standing, 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. (e) A closing statement executed by Purchaser pursuant to the terms of Section 5.4 below. (f) Two (2) original countersigned counterparts of the General Assignment, executed by Purchaser. (g) Two (2) original countersigned counterparts of the Leases Assignment, executed by Purchaser. (h) If applicable Any other documents as may be required by this Agreement or as may reasonably be required to carry out the terms and only with respect to the Runaway Bay Iintent of this Agreement, the ▇▇▇▇▇▇’▇ Pointe, and ▇▇▇▇ Bridge Crossing Properties, the Loan Documents to be executed by Purchaser or provided that such documents do not increase Purchaser’s Designated Entity, as applicableliability or result in a material expense to Purchaser.

Purchaser Closing Deliveries. No later than one (1) 1 Business Day prior to the Closing Date (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 such Closing: 5.3.1 The full Purchase Price (a) with credit for the Deposit), plus or minus the adjustments or prorations required by this Contract. 5.3.2 A title affidavit (or at Purchaser’s 's option an indemnity) pertaining to Purchaser’s 's activity on the applicable Property prior to Closing, in the customary form reasonably acceptable to Purchaser, to enable Title Insurer to delete the standard exceptions to the title insurance policy set forth in this Agreement 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 Agreement;Contract. (b) Any declaration or other statement which may be required 5.3.3 The requisite Affidavit of Real Property Value to be submitted to prepared by Escrow Agent on the local assessor with respect to standard form required in the terms State of the sale of such Property;Arizona. (c) 5.3.4 A closing statement executed by Purchaser;. (d) 5.3.5 A countersigned counterpart of the General Assignment, . 5.3.6 A countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (e) A counterpart of the Leases Assignment, countersigned . 5.3.7 Notification letters to all Tenants prepared and executed by Purchaser or Purchaser’s Designated Entity, in the form attached hereto as applicable;Exhibit G. 5.3.8 The Vendor Terminations (f) A counterpart Purchaser shall be solely responsible for identifying each of the Tenant Notices, countersigned 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 Purchaser’s Designated Entity, penalties due to any vendor under any Terminated Contract as applicable, to be delivered to a result of the Tenants by Purchaser promptly following Closing;termination thereof. (g) 5.3.10 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, 's authority to consummate this transaction; and (h) If applicable and only with respect to the Runaway Bay I, the ▇▇▇▇▇▇’▇ Pointe, and ▇▇▇▇ Bridge Crossing Properties, the Loan Documents to be executed by Purchaser or Purchaser’s Designated Entity, as applicable.

Purchaser Closing Deliveries. No later than one (1) 1 Business Day prior to the Closing Date (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 such Closing: 5.3.1 The full Purchase Price (a) with credit for the Deposit), plus or minus the adjustments or prorations required by this Contract. 5.3.2 A title affidavit (or at Purchaser’s 's option an indemnity) pertaining to Purchaser’s 's activity on the applicable Property prior to Closing, in the customary form reasonably acceptable to Purchaser, to enable Title Insurer to delete the standard exceptions to the title insurance policy set forth in this Agreement 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 Agreement;Contract. (b) 5.3.3 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 the Property;. (c) 5.3.4 A closing statement executed by Purchaser;. (d) 5.3.5 A countersigned counterpart of the General Assignment, . 5.3.6 A countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (e) A counterpart of the Leases Assignment, countersigned . 5.3.7 Notification letters to all Tenants prepared and executed by Purchaser or Purchaser’s Designated Entity, in the form attached hereto as applicable;Exhibit G. 5.3.8 The Vendor Terminations (f) A counterpart Purchaser shall be solely responsible for identifying each of the Tenant Notices, countersigned 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 Purchaser’s Designated Entity, penalties due to any vendor under any Terminated Contract as applicable, to be delivered to a result of the Tenants by Purchaser promptly following Closing;termination thereof. (g) 5.3.10 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, 's authority to consummate this transaction; and. 5.3.11 [Intentionally deleted]. 5.3.12 The Lender Fees (h) If applicable and only subject to reduction from the Purchase Price in accordance with respect to Section 2.2). 5.3.13 A Sales Information Disclosure Form in the Runaway Bay I, form promulgated by the ▇▇▇▇▇▇’▇ Pointe, and ▇▇▇▇ Bridge Crossing Properties, the Loan Documents to be Indiana Department of Revenue executed by Purchaser or Purchaser’s Designated Entity, as applicable.

Purchaser Closing Deliveries. No later than one (1) 1 Business Day prior to the Closing Date (except for the balance of the Purchase Price which is to be delivered 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, unless otherwise provided in this Section 5.3) the following items with respect to each Property being conveyed at such Closingitems: 5.3.1 The full Purchase Price (a) with credit for the Deposit and the Loan Balance), plus or minus the adjustments or prorations required by this Contract. 5.3.2 A title affidavit or an indemnity form (or at Purchaser’s option an 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 for mechanics liens 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;. (b) 5.3.3 Any declaration or other statement which may be required to be submitted by Purchaser to the local assessor with respect to the terms of the sale of such Property;assessor. (c) 5.3.4 Purchaser's closing statement. 5.3.5 A closing statement executed by Purchaser; (d) A countersigned counterpart of the General Assignment, . 5.3.6 A countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (e) A counterpart of the Leases Assignment, countersigned by Purchaser . 5.3.7 [Intentionally Omitted] 5.3.8 Any cancellation fees or Purchaser’s Designated Entity, penalties due to any vendor under any Terminated Contract as applicable; (f) A counterpart a result of the Tenant Noticestermination thereof, countersigned by Purchaser which such cancellation fees or Purchaser’s Designated Entity, as applicable, to penalties shall be delivered disbursed directly to the Tenants appropriate vendor by Purchaser promptly following Closing;the Escrow Agent. (g) 5.3.9 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, 's authority to consummate this transaction; and. (h) If applicable and only with respect to the Runaway Bay I5.3.10 All documents, the ▇▇▇▇▇▇’▇ Pointeinstruments, guaranties, Lender Fees, Required Loan Fund Amounts, and ▇▇▇▇ Bridge Crossing Properties, other items or funds required by the Lender to cause the Loan Documents to be executed by Purchaser or Purchaser’s Designated Entity, as applicableAssumption and Release.

Purchaser Closing Deliveries. No later than one (1) 1 Business Day prior to the Closing Date (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 such Closing: 5.3.1 The full Purchase Price (a) with credit for the Deposit), plus or minus the adjustments or prorations required by this Contract. 5.3.2 A title affidavit (or at Purchaser’s option an indemnity) pertaining to Purchaser’s activity on the applicable Property prior to Closing, in the customary form reasonably acceptable to Purchaser, to enable Title Insurer to delete the standard exceptions to the title insurance policy set forth in this Agreement 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 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;Contract. (b) 5.3.3 Any 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 such the Property;. (c) 5.3.4 A closing statement executed by Purchaser;. (d) 5.3.5 A countersigned counterpart of the General Assignment, . 5.3.6 A countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (e) A counterpart of the Leases Assignment, countersigned . 5.3.7 Notification letters to all Tenants prepared and executed by Purchaser or Purchaser’s Designated Entity, in the form attached hereto as applicable;Exhibit “G”. 5.3.8 The Vendor Terminations (f) A counterpart Purchaser shall be solely responsible for identifying each of the Tenant Notices, countersigned 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 Purchaser’s Designated Entity, penalties due to any vendor under any Terminated Contract as applicable, to be delivered to a result of the Tenants by Purchaser promptly following Closing;termination thereof. (g) 5.3.10 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. (h) If applicable and only with respect to the Runaway Bay I, the ▇▇▇▇▇▇’▇ Pointe, and ▇▇▇▇ Bridge Crossing Properties, the Loan Documents to be executed by Purchaser or Purchaser’s Designated Entity, as applicable5.3.11 [Intentionally left blank]. 5.3.12 [Intentionally left blank].

Purchaser Closing Deliveries. No later than one (1) 1 Business Day prior to the Closing Date (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 such Closing: 5.3.1 The full Purchase Price (a) with credit for the Deposit), plus or minus the adjustments or prorations required by this Contract. 5.3.2 A title affidavit (or at Purchaser’s option an indemnity) pertaining to Purchaser’s activity on the applicable Property prior to Closing, in the customary form reasonably acceptable to Purchaser, to enable Title Insurer to delete the standard exceptions to the title insurance policy set forth in this Agreement 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 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;Contract. (b) 5.3.3 Any 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 such the Property;. (c) 5.3.4 A closing statement executed by Purchaser;. (d) 5.3.5 A countersigned counterpart of the General Assignment, . 5.3.6 A countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (e) A counterpart of the Leases Assignment, countersigned . 5.3.7 Notification letters to all Tenants prepared and executed by Purchaser or Purchaser’s Designated Entity, in the form attached hereto as applicable;Exhibit “G”. 5.3.8 The Vendor Terminations (f) A counterpart Purchaser shall be solely responsible for identifying each of the Tenant Notices, countersigned 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 Purchaser’s Designated Entity, penalties due to any vendor under any Terminated Contract as applicable, to be delivered to a result of the Tenants by Purchaser promptly following Closing;termination thereof. (g) 5.3.10 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 (h) If applicable and only with respect to the Runaway Bay I, the ▇▇▇▇▇▇’▇ Pointe, and ▇▇▇▇ Bridge Crossing Properties, the Loan Documents to be executed by Purchaser or Purchaser’s Designated Entity, as applicable.

Purchaser Closing Deliveries. No later than one (1) 1 Business Day prior to the Closing Date (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 such the Closing: (a) 5.3.1 The full Purchase Price for such Property, with credit for the amount of the Deposit allocated to such Property and the Loan Balance applicable for such Property, plus or minus the adjustments or prorations required by this Contract. 5.3.2 A title affidavit or an indemnity form (or at Purchaser’s option an 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;. (b) 5.3.3 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;assessor. (c) 5.3.4 Purchaser’s closing statement. 5.3.5 A closing statement executed by Purchaser; (d) A countersigned counterpart of the General Assignment, . 5.3.6 A countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (e) A counterpart of the Leases Assignment, countersigned . 5.3.7 Notification letters to all Tenants at such Property prepared and executed by Purchaser or Purchaser’s Designated Entityin the form attached hereto as Exhibit G, as applicable; (f) A counterpart of the Tenant Notices, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable, to which shall be delivered to the all Tenants by Purchaser promptly following immediately after Closing;. (g) 5.3.8 Any cancellation fees or penalties due to any vendor under any Terminated Contract as a result of the termination thereof. 5.3.9 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. (h) If applicable and only with respect to the Runaway Bay I5.3.10 all documents, the ▇▇▇▇▇▇’▇ Pointeinstruments, guaranties, Assumption Lender Fees, Required Loan Fund Amounts, and ▇▇▇▇ Bridge Crossing Properties, other items or funds required by the applicable Lender to cause the applicable Loan Documents Assumption and Release for such Property. 5.3.11 Such other documents as are reasonably necessary to be executed by Purchaser or Purchaser’s Designated Entity, as applicableconsummate the transactions herein contemplated in accordance with the terms of this Contract.

Purchaser Closing Deliveries. No later than one Except for: (1i) Business Day prior to the closing statement which shall be delivered on or before the Closing Date Date, and (except for ii) the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.4)2.2.3, Purchaser shall deliver to the Escrow Agent (for disbursement to the applicable Seller upon the Closing) Agent, each of the following items with respect no later than 1 Business Day prior to each Property being conveyed at such Closingthe Closing Date: 5.3.1. The full Purchase Price (a) A title affidavit (with credit for the Deposit, including the additional $25,000.00, to the extent paid pursuant to Section 4.5.11 and, if applicable, the Loan Balance), plus or at minus the adjustments or prorations required by this Contract. 5.3.2. Purchaser’s option an indemnity) pertaining to Purchaser’s activity on the applicable Property prior to Closing, in the customary form reasonably acceptable to Purchaser, to enable Title Insurer to delete the standard exceptions counterpart signature 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; (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 prepared by Purchaser;Title Insurer. (d) 5.3.3. A countersigned counterpart of the General Assignment, . 5.3.4. A countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (e) A counterpart of the Leases Assignment, countersigned . 5.3.5. Notification letters to all Tenants prepared and executed by Purchaser or Purchaser’s Designated Entityin the form attached hereto as Exhibit G, as applicable;which shall be delivered to all Tenants by Purchaser immediately after Closing. (f) 5.3.6. A countersigned counterpart of the Tenant Notices, countersigned by Property Value Affidavit. 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. If Purchaser or elects to cause and the Lender has agreed to permit the Loan Assumption and Release upon terms and conditions acceptable to Purchaser in Purchaser’s Designated Entitycommercially reasonable discretion, as applicableall documents, instruments, guaranties, Lender Fees, Required Loan Fund Amounts, and other items or funds required by the Lender to be delivered to cause the Tenants by Purchaser promptly following Closing;Loan Assumption and Release. (g) 5.3.9. 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. (h) If 5.3.10. Such notices, transfer disclosures, affidavits or other similar documents that are required by applicable and only with respect to the Runaway Bay I, the ▇▇▇▇▇▇’▇ Pointe, and ▇▇▇▇ Bridge Crossing Properties, the Loan Documents law to be executed by Purchaser or Purchaser’s Designated Entity, as applicableotherwise reasonably necessary in order to consummate the transactions contemplated under this Contract. 5.3.11. A countersigned counterpart of the Assumption Agreement.

Purchaser Closing Deliveries. No later than one Purchaser shall deliver (1or cause to be delivered) Business Day to Escrow Agent each of the following at or prior to the Closing Date (except for the balance of the Closing: 5.3.1 The full Purchase Price which is to be delivered at (less the time specified Deposit, if in Section 2.2.4the form of a Cash Deposit), Purchaser shall deliver plus or minus (as applicable) the adjustments or prorations required by this Agreement; 5.3.2 A countersigned counterpart of each Assignment and Assumption of Leases; 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 Escrow Agent (for disbursement Closing Statement; 5.3.6 With respect to the each Property, any applicable Seller upon the Closing) the following items Transfer Tax Forms, and with respect to each Property being conveyed at 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 Closing: (a) A title affidavit (or at Purchaser’s option an indemnity) pertaining Seller which Purchaser shall send to Purchaser’s activity on each tenant under each of the Leases informing such tenant of the sale of the applicable Property prior Apartment Complex and of the assignment to ClosingPurchaser of such Seller’s interest in, in and obligations under, the customary form reasonably acceptable to PurchaserLeases (including, to enable Title Insurer to delete if applicable any security deposits) and directing that all rent and other sums payable after the standard exceptions to the title insurance policy set forth in this Agreement (other than matters constituting any Permitted Exceptions and matters which are to Closing under each such Lease shall 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 paid as set forth in this Agreementthe notice; 5.3.8 With respect to each Property (bother than the Regency Property), a completed Certificate of Registration (Form BHI 4) Any declaration or other statement which may be required to be submitted identifying Purchaser as the new owner of such Property pursuant to the local assessor 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 respect to the terms New Jersey Department of the sale Community Affairs, Division of such PropertyCodes and Standards, Bureau of Housing Inspection; (c) A closing statement executed by Purchaser; (d) A counterpart of the General Assignment, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (e) A counterpart of the Leases Assignment, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (f) A counterpart of the Tenant Notices, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable, to be delivered to the Tenants by Purchaser promptly following Closing; (g) 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 or Purchaser Designated Entities’, as applicable, authority to consummate this transactionthe Transactions; 5.3.10 All documents, instruments, guaranties and other items or funds required by each Assumption Loan Lender to effect the Loan Assumption and Release; and (h) 5.3.11 If applicable and only with respect any such documents require Purchaser’s counterpart signatures, Purchaser’s counterpart signatures to the Runaway Bay I, the ▇▇▇▇▇▇’▇ Pointe, and ▇▇▇▇ Bridge Crossing Properties, the Loan Documents to be executed by Purchaser or Purchaser’s Designated Entity, as applicabledocuments described in Section 5.2.13.

Purchaser Closing Deliveries. No later than one (1) 1 Business Day prior to the Closing Date (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 such Closing: 5.3.1 The full Purchase Price for such Property (a) with credit for the Applicable Share of the Deposit), plus or minus the adjustments or prorations required by this Contract. 5.3.2 A signed title affidavit (or at Purchaser’s 's option an indemnity) pertaining to Purchaser’s 's activity on the applicable Property prior to Closing, in the customary form reasonably acceptable to Purchaser, to enable Title Insurer to delete the standard exceptions to the title insurance policy set forth in this Agreement 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 Agreement;Contract. (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) 5.3.3 A closing statement executed by Purchaser;. (d) 5.3.4 A countersigned counterpart of the General Assignment, . 5.3.5 A countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (e) A counterpart of the Leases Assignment, countersigned . 5.3.6 Notification letters to all Tenants at such Property prepared and executed by Purchaser or Purchaser’s Designated Entity, in the form attached hereto as applicable;Exhibit G. 5.3.7 The Vendor Terminations (f) A counterpart Purchaser shall be solely responsible for identifying each of the Tenant Notices, countersigned 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 the applicable Seller). 5.3.8 Any cancellation fees or Purchaser’s Designated Entity, penalties due to any vendor under any Terminated Contract as applicable, to be delivered to a result of the Tenants by Purchaser promptly following Closing;termination thereof. (g) 5.3.9 Resolutions, certificates of existence or good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Purchaser’s or Purchaser Designated Entities’, as applicable, 's authority to consummate this transaction; and. 5.3.10 [Intentionally deleted] 5.3.11 The Lender Fees (h) If applicable and only subject to deduction from the Purchase Price in accordance with Section 2.2). 5.3.12 With respect to the Runaway Bay IBroadmoor and Falls on Bull Creek, the ▇▇▇▇▇▇’▇ Pointe, and a countersigned ▇▇▇▇ Bridge Crossing Properties, Assignment Form in form and content required by the Loan Documents to be executed Issuer and Trustee (and as reasonably approved by Purchaser or Purchaser’s Designated Entity, as applicable).

Purchaser Closing Deliveries. No later than one (1) 1 Business Day prior to the Closing Date (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 such Closing: 5.3.1 The full Purchase Price (a) with credit for the Deposit), plus or minus the adjustments or prorations required by this Contract. 5.3.2 A title affidavit (or at Purchaser’s 's option an indemnity) pertaining to Purchaser’s 's activity on the applicable Property prior to Closing, in the customary form reasonably acceptable to Purchaser, to enable Title Insurer to delete the standard exceptions to the title insurance policy set forth in this Agreement 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 Agreement;Contract. (b) 5.3.3 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 the Property;. (c) 5.3.4 A closing statement executed by Purchaser;. (d) 5.3.5 A countersigned counterpart of the General Assignment, . 5.3.6 A countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (e) A counterpart of the Leases Assignment, countersigned by Purchaser . 5.3.7 [intentionally left blank] 5.3.8 [intentionally left blank] 5.3.9 Any cancellation fees or Purchaser’s Designated Entity, penalties due to any vendor under any Terminated Contract as applicable; (f) A counterpart a result of the Tenant Notices, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable, to be delivered to the Tenants by Purchaser promptly following Closing;termination thereof. (g) 5.3.10 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, 's authority to consummate this transaction; and. (h) If applicable and only with respect to 5.3.11 A Sales Information Disclosure Form in the Runaway Bay I, form promulgated by the ▇▇▇▇▇▇’▇ Pointe, and ▇▇▇▇ Bridge Crossing Properties, the Loan Documents to be Indiana Department of Revenue executed by Purchaser or Purchaser’s Designated Entity, as applicable.

Purchaser Closing Deliveries. No later than one (1) 1 Business Day prior to the Closing Date (except for the balance of the Purchase Price which is to be delivered 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 Property being conveyed at such Closingitems: (a) 5.3.1 The full Purchase Price for the Property, with credit for the amount of the Deposit and the Loan Balance, plus or minus the adjustments or prorations required by this Contract. 5.3.2 A title affidavit or an indemnity form (or at Purchaser’s option an 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;. (b) 5.3.3 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;assessor. (c) 5.3.4 Purchaser’s closing statement. 5.3.5 A closing statement executed by Purchaser; (d) A countersigned counterpart of the General Assignment, . 5.3.6 A countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (e) A counterpart of the Leases Assignment, countersigned . 5.3.7 Notification letters to all Tenants at the Property prepared and executed by Purchaser or Purchaser’s Designated Entityin the form attached hereto as Exhibit G, as applicable; (f) A counterpart of the Tenant Notices, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable, to which shall be delivered to the all Tenants by Purchaser promptly following immediately after Closing;. (g) 5.3.8 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. (h) If applicable and only with respect to the Runaway Bay I5.3.9 all documents, the ▇▇▇▇▇▇’▇ Pointeinstruments, guaranties, Assumption Lender Fees, Required Loan Fund Amounts, and ▇▇▇▇ Bridge Crossing Properties, other items or funds required by Lender to cause the Loan Documents Assumption and Release. 5.3.10 Resolutions, limited liability company consents, certificates of good standing, and such other organizational documents as Title Insurer and the AIMCO Lender shall reasonably require evidencing Purchaser's authority to be executed by Purchaser or Purchaser’s Designated Entity, as applicableconsummate this transaction and the AIMCO Loan.

Purchaser Closing Deliveries. No later than one (1) 1 Business Day prior to the Closing Date (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 such Closing: 5.3.1 The full Purchase Price (a) with credit for the Deposit), plus or minus the adjustments or prorations required by this Contract. 5.3.2 A title affidavit (or at Purchaser’s 's option an indemnity) pertaining to Purchaser’s 's activity on the applicable Property prior to Closing, in the customary form reasonably acceptable to Purchaser, to enable Title Insurer to delete the standard exceptions to the title insurance policy set forth in this Agreement 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 Agreement;Contract. (b) 5.3.3 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 the Property;. (c) 5.3.4 A closing statement executed by Purchaser;. (d) 5.3.5 A countersigned counterpart of the General Assignment, . 5.3.6 A countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (e) A counterpart of the Leases Assignment, countersigned . 5.3.7 Notification letters to all Tenants prepared and executed by Purchaser or Purchaser’s Designated Entity, in the form attached hereto as applicable;Exhibit G. 5.3.8 The Vendor Terminations (f) A counterpart Purchaser shall be solely responsible for identifying each of the Tenant Notices, countersigned 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 Purchaser’s Designated Entity, penalties due to any vendor under any Terminated Contract as applicable, to be delivered to a result of the Tenants by Purchaser promptly following Closing;termination thereof. (g) 5.3.10 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, 's authority to consummate this transaction; and (h) If applicable and only with respect to the Runaway Bay I, the ▇▇▇▇▇▇’▇ Pointe, and ▇▇▇▇ Bridge Crossing Properties, the Loan Documents to be executed by Purchaser or Purchaser’s Designated Entity, as applicable.

Purchaser Closing Deliveries. No later than one Except for: (1i) Business Day prior to the closing statements which shall be delivered on or before the Closing Date Date, and (except for ii) the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.4)2.2.5, Purchaser shall deliver to the Escrow Agent (for disbursement to the applicable Seller upon the Closing) Agent, each of the following items with respect to each Property being conveyed at such Closingno later than 1 Business Day prior to the Closing Date: (a) A title affidavit (or at 5.3.1 Purchaser’s option an indemnity) pertaining counterpart signature to Purchaser’s activity on the “master” closing statement and the closing statements for each applicable Property prior to ClosingProperty, in the customary form reasonably acceptable to Purchaser, to enable Title Insurer to delete the standard 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;each case prepared by Escrow Agent Insurer. (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) 5.3.2 A closing statement executed by Purchaser; (d) A countersigned counterpart of the General Assignment, . 5.3.3 A countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (e) A counterpart of the Leases Assignment, countersigned . 5.3.4 Notification letters to all Tenants at such Property prepared and executed by Purchaser or Purchaser’s Designated Entityin the form attached hereto as Exhibit F, as applicable; (f) A counterpart of the Tenant Notices, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable, to which shall be delivered to the all Tenants by Purchaser promptly following immediately after Closing; (g) 5.3.5 Any cancellation fees or penalties due to any vendor under any Terminated Contract as a result of the termination thereof, to the extent payable on the date of notice of termination. 5.3.6 Resolutions, certificates of good standingstanding (including, without limitation, with respect to the Purchaser of the Property located in Rhode Island issued by both the Rhode Island Secretary of State and the Rhode Island Division of Taxation), and such other organizational documents as Title Insurer shall reasonably require evidencing Purchaser’s or Purchaser Designated Entities’, as applicable, 's authority to consummate this transaction; and. 5.3.7 With respect to the Closing on the Assumption Property only: 5.3.7.1 If the Loan Assumption and Release has been obtained by the Assumption Property Closing Date, then to the extent not previously provided to Lender, all documents, instruments, guaranties, Lender Fees, Required Loan Fund Amounts, and other items or funds required by Lender to cause the applicable Loan Assumption and Release to occur (h) If applicable and only to the extent required pursuant to Section 4.6). 5.3.7.2 A complete, executed Declaration of Consideration, Form CD-57-P (except that the deed recording information may be filled in upon recording), with respect to New Hampshire real estate transfer taxes required by New Hampshire RSA Chapter 78-B. 5.3.7.3 A complete, executed Inventory of Property Transfer, Form PA-34. 5.3.8 A certificate of Purchaser for the Runaway Bay I, benefit of Sellers dated as of the ▇▇▇▇▇▇’▇ Pointe, and ▇▇▇▇ Bridge Crossing Properties, Closing Date certifying to the Loan Documents to be executed by Purchaser or Purchaser’s Designated Entity, fulfillment of the conditions set forth in Section 8.2.2 in the form attached hereto as applicable.Exhibit K.

Purchaser Closing Deliveries. No later than one (1) 1 Business Day prior to the Closing Date (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 such Closing: 5.3.1 The full Purchase Price (a) with credit for the Deposit), plus or minus the adjustments or prorations required by this Contract. 5.3.2 A title affidavit (or at Purchaser’s option an indemnity) pertaining to Purchaser’s activity on the applicable Property prior to Closing, in the customary form reasonably acceptable to Purchaser, to enable Title Insurer to delete the standard exceptions to the title insurance policy set forth in this Agreement 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 Agreement;Contract. (b) 5.3.3 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 the Property;. (c) 5.3.4 A closing statement executed by Purchaser;. (d) 5.3.5 A countersigned counterpart of the General Assignment, . 5.3.6 A countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (e) A counterpart of the Leases Assignment, . 5.3.7 A countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (f) A counterpart of the Tenant NoticesNotification, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable, to which shall be delivered to the all Tenants by Purchaser promptly following immediately after Closing;. 5.3.8 The Vendor Terminations. Purchaser shall be solely responsible for identifying each of the Terminated Contracts (gsubject 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. 5.3.10 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 transactions contemplated by this transaction; andContract. (h) If applicable and only 5.3.11 Such other documents as are reasonably necessary to consummate the transactions herein contemplated in accordance with respect to the Runaway Bay I, the ▇▇▇▇▇▇’▇ Pointe, and ▇▇▇▇ Bridge Crossing Properties, the Loan Documents to be executed by Purchaser or Purchaser’s Designated Entity, as applicableterms of this Contract.

Purchaser Closing Deliveries. No later than one (1) 1 Business Day prior to the Closing Date (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 such Closingitems: 5.3.1 The full Purchase Price (a) with credit for the Deposit and, if applicable, the Loan Balance), plus or minus the adjustments or prorations required by this Contract. 5.3.2 A title affidavit or an indemnity form (or at Purchaser’s option an 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 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;. (b) 5.3.3 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;assessor. (c) 5.3.4 Purchaser's closing statement. 5.3.5 A closing statement executed by Purchaser; (d) A countersigned counterpart of the General Assignment, . 5.3.6 A countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (e) A counterpart of the Leases Assignment, countersigned . 5.3.7 Notification letters to all Tenants prepared and executed by Purchaser or Purchaser’s Designated Entityin the form attached hereto as Exhibit G, as applicable; (f) A counterpart of the Tenant Notices, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable, to which shall be delivered to the all Tenants by Purchaser promptly following immediately after Closing;. (g) 5.3.8 Any cancellation fees or penalties due to any vendor under any Terminated Contract as a result of the termination thereof. 5.3.9 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, 's authority to consummate this transaction; and. (h) If applicable and only with respect to the Runaway Bay I5.3.10 All documents, the ▇▇▇▇▇▇’▇ Pointeinstruments, guaranties, Lender Fees, Required Loan Fund Amounts, and ▇▇▇▇ Bridge Crossing Properties, other items or funds required by the Lender to cause the Loan Documents Assumption and Release. 5.3.11 All documents required to be executed by Purchaser or Purchaser’s Designated Entity, for the ▇▇▇▇ Assumption as applicableapproved by Seller including the indemnity to the extent required under Section 4.8.1.