Common use of Seller Deliverables Clause in Contracts

Seller Deliverables. Seller shall deliver to Title Insurer at least two (2) business days prior to the Closing Date (or on such other date specified below) the following executed documents, each to be provided separately for each of the Properties being acquired, all in form and substance reasonably satisfactory to Buyer and, as appropriate, executed by Seller (and/or, where appropriate, the Operating Subtenant and other named parties) and acknowledged or notarized: (1) One (1) original of a general warranty deed conveying each parcel of the Real Property to Buyer, subject only to the Permitted Exceptions; (2) if the legal description of the Land set forth on the survey obtained by Buyer (the “Survey Description”) differs from the legal description of the Land set forth on the deed by which Seller acquired title, two (2) originals of a quit claim deed conveying the Real Property to Buyer utilizing the Survey Description; (3) four (4) originals of the Master Lease and each Operating Sublease, together with letter of credit, security deposit, guaranties and other documents or security required thereby, including, without limitation, the guaranty of the Master Lease by each Guarantor (as defined in the Master Lease) and Secondary Guarantor (as defined in the Mater Lease) in the form attached to Master Lease and (B) the guaranty of the Master Lease by each of the Operating Subtenants in the same form as the guaranty referenced in clause (A) of this paragraph, limited to the obligations relating to the Operating Subtenant’s subleased premises and the rent payable under the Operating Sublease; (4) Two (2) originals of a subordination of the Management Agreement, if any, as such term is defined in the Master Lease; (5) as required by the Master Lease, an inter-creditor and subordination agreement by and among the applicable Buyer, Tenant, Operating Subtenant, and Operating Subtenant’s agents and lenders (the “Inter-creditor Agreement”), if applicable, in form and substance acceptable to Buyer, Seller and Seller’s agents and lenders;

Seller Deliverables. Seller Subject to the terms hereof, the Sellers shall have delivered, or caused the Company to deliver to Title Insurer at least two the Buyer, the following additional documents and instruments: (2i) business subject to Section 2.5(c)(ii), the Certificates representing the shares of Common Stock owned by such Seller being purchased hereunder, accompanied by instruments of transfer or assignment endorsed in blank and dated the Closing Date, in form reasonably satisfactory to the Buyer; (ii) with respect to any shares of Common Stock represented by a certificate which has been lost, stolen or destroyed, an affidavit of the applicable Seller stating that such certificate has been lost, stolen or destroyed, and such other documentation (including an indemnity, in form and substance satisfactory to the Buyer and the Representative, against any claim that may be made against the Company or any security holder with respect to such certificate) that the Buyer and the Representative shall require with respect to the shares of Common Stock formerly represented by such lost, stolen or destroyed certificate (but in no event shall such Seller be obligated to post a bond with respect to such lost, stolen or destroyed certificate); (iii) counterpart signature pages to the Escrow Agreement, duly executed and attested by appropriate officers of the Company and the Representative; (iv) certificates (dated not more than ten days prior to the Closing Date (or on such other date specified belowClosing) as to the following executed documents, each to be provided separately for good standing of each of the Properties being acquiredCompany and the Subsidiaries in its jurisdiction of organization and each other jurisdiction in which it is qualified to do business as a foreign entity; (v) all payoff letters (and related UCC-3 termination statements) relating to the payment in full of all Funded Indebtedness, and receipts or other acknowledgments reasonably acceptable to Buyer that all Seller Expenses have been paid; (vi) a certificate from the secretary of the Company, dated as of the Closing, certifying the charter and bylaws, authorizing resolutions, and the incumbency of the persons executing any Closing documents on behalf of the Company; (vii) the resignations, effective upon the Closing, of each officer and director of each of the Company and the Subsidiaries other than those designated by Buyer to remain in office, if any; (viii) appropriate documents reasonably requested by the Buyer with respect to the transfer or establishment of bank accounts, signing authority, etc.; (ix) evidence reasonably satisfactory to the Buyer that the Shareholders’ Agreement and all other agreements between the Company and Subsidiaries, on the one hand, and any Seller or any affiliates of any Seller, on the other, have been terminated; (x) each of the consents, approvals, orders or authorizations of, or registrations, declarations or filings with, or notices to, any Governmental Authority or other Person set forth on Schedule 2.3(c)(x); (xi) a statement in form and substance reasonably satisfactory to Buyer andthe Buyer, as appropriate, executed by Seller (and/or, where appropriate, the Operating Subtenant and other named partiespursuant to Section 1.897-2(h) and acknowledged or notarized: (1) One (1) original of a general warranty deed conveying each parcel of the Real Property to Buyer, subject only U.S. Treasury Regulations certifying that the shares of Common Stock do not constitute U.S. real property interests within the meaning of Section 897(c)(1) of the Code; (xii) evidence to the Permitted Exceptions; (2) if the legal description reasonable satisfaction of the Land set forth on the survey obtained by Buyer (the “Survey Description”) differs from the legal description of the Land set forth on the deed by which Seller acquired title, two (2) originals of a quit claim deed conveying the Real Property to Buyer utilizing the Survey Description; (3) four (4) originals of the Master Lease and each Operating Sublease, together with letter of credit, security deposit, guaranties and other documents or security required thereby, including, without limitation, the guaranty of the Master Lease by each Guarantor (as defined in the Master Lease) and Secondary Guarantor (as defined in the Mater Lease) in the form attached to Master Lease and (B) the guaranty of the Master Lease by each of the Operating Subtenants in the same form as the guaranty referenced in clause (A) of this paragraph, limited to the obligations relating to the Operating Subtenant’s subleased premises and the rent payable under the Operating Sublease; (4) Two (2) originals of a subordination termination of the Management Agreement, if any, ; and (xiii) such other documents relating to the transactions contemplated by this Agreement as such term is defined in the Master Lease; (5) as required by the Master Lease, an inter-creditor and subordination agreement by and among the applicable Buyer, Tenant, Operating Subtenant, and Operating Subtenant’s agents and lenders (the “Inter-creditor Agreement”), if applicable, in form and substance acceptable to Buyer, Seller and Seller’s agents and lenders;Buyer may reasonably request.

Seller Deliverables. At the Closing, Seller shall take the following actions (or cause such actions to be taken): (i) deliver to Title Insurer at least two Purchaser a copy of the Escrow Agreement, duly executed by ▇▇▇▇▇▇; (2ii) business days prior deliver to Purchaser a certification from the Company that complies with Section 1445 of the Code and Treasury Regulations Sections 1.1445-2(c)(3) and 1.897-2(h), dated as of the Closing Date and executed by a responsible corporate officer of the Company, certifying that the Company Shares are not “United States real property interests” (within the meaning of Section 897(c)(1) of the Code), which the Purchaser is hereby authorized to deliver to the Internal Revenue Service on behalf of the Company after the Closing; provided that, if no such certificate is delivered at the Closing, Purchaser’s sole remedy shall be to deduct and withhold pursuant to Section 3.6 of this Agreement; (iii) to the extent that the Company Shares are in certificate form, deliver to Purchaser stock certificates evidencing the Company Shares, free and clear of all Encumbrances, other than restrictions on transfer imposed by applicable securities laws, duly endorsed in blank or on accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer Tax stamps affixed thereto, and to the extent that the Company Shares are not in certificate form, deliver to the Purchaser stock powers or other instruments of transfer duly executed in form for transfer, free and clear of Encumbrances, with respect to the Company Shares and such other date specified belowdocumentation as is reasonably required to transfer the Company Shares in full to Purchaser; (iv) the following deliver to Purchaser (a) duly executed documentspayoff letters (each, each to be provided separately for each of the Properties being acquired, all a “Payoff Letter”) in form and substance reasonably satisfactory to Buyer and, as appropriate, executed by Seller (and/or, where appropriate, the Operating Subtenant Purchaser from all financial institutions and other named parties) and acknowledged or notarized: (1) One (1) original of a general warranty deed conveying each parcel Persons to which any of the Real Property to Buyer, subject only to the Permitted Exceptions; (2) if the legal description Indebtedness listed in Section 2.3 of the Land set forth Company Disclosure Schedule is owed, or the applicable agent, trustee or other representative on behalf of such Persons, each of which Payoff Letters shall (x) indicate the survey obtained by Buyer total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or other outstanding and unpaid obligations related to such Indebtedness as of the Closing Date (the “Survey DescriptionPayoff Amount”) differs from and (y) state that all indebtedness, commitments, obligations (including guarantees) in respect thereof (subject to contingent indemnification obligations not yet accrued and payable and other obligations that expressly survive pursuant to the legal description terms governing such indebtedness) and Encumbrances in connection therewith on the assets of the Land set forth Company or any of its Subsidiaries shall be, substantially concurrently with the receipt of the Payoff Amount on the deed Closing Date by which Seller acquired titlethe Persons holding such Indebtedness, two discharged and terminated in full and released or arrangements reasonably satisfactory to Purchaser for such release shall have been made by such time, subject, as applicable, to the replacement (2or cash collateralization or backstopping) originals of a quit claim deed conveying any then-outstanding letters of credit or similar Indebtedness thereunder and (b) all documents, filings, and instruments necessary or customary to evidence the Real Property termination and release referred to Buyer utilizing in the Survey Description; preceding clause (3a) four (4) originals of the Master Lease and each Operating Sublease“Release Documents”, together with letter of credit, security deposit, guaranties and other documents or security required thereby, including, without limitationeach Payoff Letter, the guaranty of the Master Lease by each Guarantor (as defined in the Master Lease) and Secondary Guarantor (as defined in the Mater Lease) in the form attached to Master Lease and (B) the guaranty of the Master Lease by each of the Operating Subtenants in the same form as the guaranty referenced in clause (A) of this paragraph, limited to the obligations relating to the Operating Subtenant’s subleased premises and the rent payable under the Operating Sublease; (4) Two (2) originals of a subordination of the Management Agreement, if any, as such term is defined in the Master Lease; (5) as required by the Master Lease, an inter-creditor and subordination agreement by and among the applicable Buyer, Tenant, Operating Subtenant, and Operating Subtenant’s agents and lenders (the “Inter-creditor AgreementPayoff Documentation”), if applicable, ; (v) deliver to Purchaser the resignations referred to in form and substance acceptable Section 7.16; and (vi) deliver to Buyer, Seller and Seller’s agents and lenders;Purchaser the closing certificate contemplated by Section 8.2(c).

Seller Deliverables. Seller shall deliver to Title Insurer at least two (2) business days prior to the Closing Date (or on such other date specified below) the following executed documents, each to be provided separately for each of the Properties being acquired, all documents in form and substance reasonably satisfactory to Buyer and, as appropriate, executed by Seller (and/or, where appropriate, the Operating Subtenant and any other named partiesParties) and acknowledged or notarized: : (1) One (1) original of a general warranty deed the Deed conveying each parcel of the Real Property to Buyer, subject only to the Permitted Exceptions; ; (2) if the legal description of the Land set forth on the survey obtained by Buyer (the “Survey Description”) differs from the legal description of the Land set forth on the deed by which Seller acquired title, two (2) originals of a quit claim deed conveying the Real Property to Buyer utilizing the Survey Description; ; (3) four two (42) originals of the Master Lease and each Operating Sublease, together with letter ▇▇▇▇ of credit, security deposit, guaranties and other documents or security required thereby, including, without limitation, the guaranty of the Master Lease by each Guarantor (as defined in the Master Lease) and Secondary Guarantor (as defined in the Mater Lease) Sale in the form of Exhibit D attached hereto from Seller to Master Lease Buyer conveying the Personal Property and Property Diligence Materials to Buyer; (4) one (1) copy of the approval from the Seller’s Board of Directors, or other approval authority, of the transaction contemplated herein; (5) two (2) originals of the Closing Statement setting forth the Purchase Price, all prorations and other adjustments to be made pursuant to the terms hereof, and the funds required for Closing as contemplated hereunder; (6) all transfer tax statements, declarations and filings as may be necessary, appropriate or required by local practice for purposes of recordation of the Deed; (7) to the extent not previously delivered to Buyer, but only to the extent within Seller’s possession or control, originals of the Due Diligence Materials, copies of all books and records applicable to the Property which are identified by Buyer by written notice to Seller and reasonably necessary for the orderly transition of operation of the Property; (8) an original certificate as may be required by the Internal Revenue Service pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, or the regulations issued pursuant thereto, certifying the non-foreign status of Seller; (9) such original affidavits or other instruments as the Title Insurer shall require in order to issue policies of title insurance (i) free of any exceptions for unfiled mechanics’ or materialmen’s liens for work performed prior to Closing, (ii) free from the claim of parties in possession other than the Tenant, and (Biii) providing for such other customary matters as Title Insurer shall request; (10) such original documentation from Broker’s as may be reasonably required to evidence the guaranty satisfaction or waiver, and release, of all liens that Broker’s may have in connection with a claim for commissions or other compensation due to the Closing of the Master Lease transaction contemplated by each of the Operating Subtenants this Agreement, and in the same form as the guaranty referenced in clause and substance reasonably acceptable to Title Insurer and which will permit Title Insurer to issue its title insurance policy to Buyer without exception for and insuring against such Broker claims; (A) of this paragraph, limited to the obligations relating to the Operating Subtenant’s subleased premises and the rent payable under the Operating Sublease; (411) Two (2) originals of a subordination original re-certifications by Seller of the Management representations and warranties of Seller made under this Agreement; (12) An original written waiver of rights, if anyin form and substance reasonably acceptable to Buyer, as such term is defined from each Party having a right or option to purchase the Property (or any portion thereof) from Seller; (13) a certificate of insurance or other evidence reasonably satisfactory to Buyer memorializing and confirming that Tenant and the Operating Subtenants are maintaining policies of insurance of the types and in the Master Lease; (5) as amounts required by the Master Lease, an inter-creditor in the form required by the Master Lease; and (14) such other instruments as are reasonably required by Title Insurer to close the Escrow and subordination agreement by and among consummate the applicable Buyer, Tenant, Operating Subtenant, and Operating Subtenant’s agents and lenders (purchase of the “Inter-creditor Agreement”), if applicable, Property in form and substance acceptable to Buyer, Seller and Seller’s agents and lenders;accordance with the terms hereof.

Seller Deliverables. Seller At the Closing, Sellers shall deliver or cause to Title Insurer at least two be delivered to Buyers the following: (2a) business days prior duly executed assignments in substantially the form of Exhibit A (the “Assignments of Interests”) transferring all right, title and interest in and to the Closing Date Interests to Buyers, free and clear of all Encumbrances other than Permitted Interest Encumbrances; (or on such other date specified belowb) duly executed counterparts of agreements of employment substantially in form of Exhibit B (the following “Agreement of Employment”) duly executed documents, each to be provided separately for by each of the Properties being acquiredFraziers; (c) certificate of non-foreign status for each Seller (or its regarded owner, all if such Seller is an entity disregarded as separate from its owner) complying with the requirements of Section 1.1445-2(b) of the Treasury Regulations and, to the extent applicable, Section 1446(f) of the Code in a form reasonably satisfactory to Buyers; (d) the Sellers’ Closing Certificate; (e) written resignations effective as of the Effective Time of the managers, directors, officers and attorneys-in-fact of the Companies, other than those identified on Schedule 2.2; (f) a Flow of Funds in form and substance reasonably satisfactory to Buyer and, as appropriate, Buyers; (g) the Indemnification Escrow Agreement duly executed by Seller Representative; (and/or, where appropriate, the Operating Subtenant and other named partiesh) and acknowledged or notarized: (1) One (1) original of a general warranty deed conveying each parcel of the Real Property to Buyer, subject only to the Permitted Exceptions; (2) if the legal description of the Land set forth on the survey obtained by Buyer (the “Survey Description”) differs from the legal description of the Land set forth on the deed by which Seller acquired title, no less than two (2) originals of a quit claim deed conveying the Real Property to Buyer utilizing the Survey Description; (3) four (4) originals of the Master Lease and each Operating Sublease, together with letter of credit, security deposit, guaranties and other documents or security required thereby, including, without limitation, the guaranty of the Master Lease by each Guarantor (as defined in the Master Lease) and Secondary Guarantor (as defined in the Mater Lease) in the form attached to Master Lease and (B) the guaranty of the Master Lease by each of the Operating Subtenants in the same form as the guaranty referenced in clause (A) of this paragraph, limited Business Days prior to the obligations relating to the Operating Subtenant’s subleased premises and the rent payable under the Operating Sublease; (4) Two (2) originals of a subordination of the Management AgreementClosing, if any, as such term is defined in the Master Lease; (5) as required by the Master Lease, an inter-creditor and subordination agreement by and among the applicable Buyer, Tenant, Operating Subtenant, and Operating Subtenant’s agents and lenders (the “Inter-creditor Agreement”), if applicablepayoff letters, in form and substance acceptable reasonably satisfactory to BuyerBuyers, from each financial institution, lessor or other lender or Indebtedness holder for borrowed money to which any Company is obligated or which otherwise burdens any Assets or any of the Interests confirming the total payment required to be made as of the Closing Date to repay in full such Indebtedness, and stating, if reasonable and customary based upon the nature of such Indebtedness, that, upon payment of such amount, any Encumbrances securing such Indebtedness shall thereupon be released and authorizing such Company to file the applicable termination statements in respect of such Encumbrances and setting forth pay-off instructions for making such repayment on the Closing Date (the “Indebtedness Payoff Letters”); (i) payoff letters or final invoices, in form and substance reasonably satisfactory to Buyers, from each Person to whom Transaction Expenses are owed, setting forth the aggregate amount required to be paid to fully satisfy such obligations and setting forth pay-off instructions for making such repayment on the Closing Date (the “Transaction Expense Payoff Letters”); (j) a counterpart of the Registration Rights Agreement duly executed by each Seller; (k) duly executed counterparts to the Intellectual Property Assignment substantially in the form of Exhibit C between MOTI and each of the Fraziers; (l) evidence in form and substance reasonably satisfactory to Buyers that the General Partner is properly treated as an entity disregarded as separate from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ for U.S. federal income Tax purposes effective as of or prior to the Closing; (m) evidence in form and substance reasonably satisfactory to Buyers of the termination and dissolution of Magnum Innovations LLC. (n) evidence in form and substance reasonably satisfactory to Buyers of the termination without ongoing obligation to the Companies of those Contracts and arrangements listed on Section 3.24(a)(i) and (ii) of the Seller Disclosure Schedules as to be terminated at or prior to Closing; and (o) such other instruments and Seller’s agents documents as may be reasonably requested by Buyers and lenders;necessary or appropriate to complete the transactions contemplated by this Agreement and other Transaction Documents.

Seller Deliverables. Seller shall deliver to Title Insurer at least two (2) business days prior to the Closing Date (or on such other date specified below) the following executed documents, each to be provided separately for each of the Properties being acquired, all in form and substance reasonably satisfactory to Buyer and, as appropriate, executed by Seller (and/or, where appropriate, the Operating Subtenant and other named parties) and acknowledged or notarized: : (1) One (1) original of a general warranty deed conveying each parcel of the Real Property to Buyer, subject only to the Permitted Exceptions; ; (2) if the legal description of the Land set forth on the survey obtained by Buyer (the “Survey Description”) differs from the legal description of the Land set forth on the deed by which Seller acquired title, two (2) originals of a quit claim deed conveying the Real Property to Buyer utilizing the Survey Description; ; (3) four (4) originals of the Master Lease and each Operating Sublease, together with letter of credit, security deposit, guaranties and other documents or security required thereby, including, without limitation, the guaranty of the Master Lease by each Guarantor (as defined in the Master Lease) and Secondary Guarantor (as defined in the Mater Lease) in the form attached to Master Lease and (B) the guaranty of the Master Lease by each of the Operating Subtenants in the same form as the guaranty referenced in clause (A) of this paragraph, limited to the obligations relating to the Operating Subtenant’s subleased premises and the rent payable under the Operating Sublease; ; (4) Two (2) originals of a subordination of the Management Agreement, if any, as such term is defined in the Master Lease; ; (5) as required by the Master Lease, an inter-creditor and subordination agreement by and among the applicable Buyer, Tenant, Operating Subtenant, and Operating Subtenant’s agents and lenders (the “Inter-creditor Agreement”), if applicable, in form and substance acceptable to Buyer, Seller and Seller’s agents and lenders; (6) Intentionally Omitted; (7) two (2) originals of the ▇▇▇▇ of Sale in the form of Exhibit C attached hereto from Seller to Buyer conveying the Tangible Personal Property and Property Diligence Materials; (8) two (2) originals of an Assignment of Intangible Property in the form of Exhibit D attached hereto; (9) two (2) originals of a Security Agreement in the form of Exhibit E attached hereto and in substance reasonably acceptable to Buyer and Tenant, executed by Tenant/each Operating Subtenant pursuant to which the Tenant/each Operating Subtenant grants to Buyer a security interest in all of the Landlord Lien Collateral, as said term is defined by the Master Lease, tangible and intangible property, including its rights under Regulatory Approvals (defined herein); (10) original UCC-1 financing statements, as required by Buyer, to be filed to perfect the lien rights granted in the Security Agreement referred to above; (11) two (2) originals of a settlement statement setting forth the Purchase Price, all prorations and other adjustments to be made pursuant to the terms hereof, and the funds required for Closing as contemplated hereunder; (12) all transfer tax statements, declarations and filings as may be necessary, appropriate or required by local practice for purposes of recordation of the deed; (13) an original good standing certificate for Seller, Tenant, the Operating Subtenants and any guarantor of the Master Lease; and an original resolution of Seller authorizing the sale of the Property to Buyer, of Tenant authorizing the execution and delivery of the Master Lease, of the Operating Subtenants authorizing the execution and delivery of the Operating Subleases, and of any guarantor of the Master Lease authorizing the execution and delivery of such guaranty, together with an incumbency certificate for the officers signing this Agreement and such instruments as may be reasonably required by Buyer; (14) keys and combinations to all locks located in the Improvements; (15) to the extent not previously delivered to Buyer, but only to the extent within Seller’s possession or reasonable control, originals of the Property Diligence Materials and warranties issued to Seller in connection with the construction of the Improvements (it being agreed that in the event such warranties are not assignable to Buyer, Seller shall have such warranties re-issued to Buyer or Tenant, as requested by Buyer); copies of all books and records applicable to the Property which are identified by Buyer by written notice to Seller and reasonably necessary for the orderly transition of operation of the Property; and readable electronic copies thereof in Microsoft Word or other similar format; (16) an original certificate as may be required by the Internal Revenue Service pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, or the regulations issued pursuant thereto (the “Code”), certifying the non-foreign status of Seller; (17) such original affidavits or other instruments as the Title Insurer shall require in order to issue policies of title insurance (i) free of any exceptions for unfiled mechanics’ or materialmen’s liens for work performed prior to Closing, (ii) free from the claim of parties in possession other than the Tenant, and (iii) providing for such other customary matters as Title Insurer shall request; (18) such original documentation from Broker as may be reasonably required to evidence the satisfaction or waiver, and release, of all liens that Broker may have in connection with a claim for commissions or other compensation due to the Closing of the transaction contemplated by this Agreement, and in form and substance reasonably acceptable to Title Insurer and which will permit Title Insurer to issue its title insurance policy to Buyer without exception for and insuring against such Broker claims. (19) Two (2) original re-certifications by Seller of the representations and warranties of Seller made under this Agreement; (20) An original written waiver of rights, in form and substance reasonably acceptable to Buyer, from each party having a right or option to purchase the Property (or any portion thereof) from Seller; (21) a certificate of insurance or other evidence reasonably satisfactory to Buyer memorializing and confirming that Tenant is then and the Operating Subtenants are maintaining policies of insurance of the types and in the amounts required by the Master Lease, in the form required by the Master Lease; (22) Two (2) originals of an escrow agreement in form satisfactory to Buyer with respect to the repairs identified on Schedule 11(j) attached hereto; (23) such other instruments as are reasonably required by Title Insurer to close the escrow and consummate the purchase of the Property in accordance with the terms hereof. Each of the above items shall be provided separately for each of the Properties being acquired. Each of Seller and Purchaser shall provide the number of duplicate originals of the documents referenced above as the other party may reasonably request. Additionally, at the request of a party’s counsel, in advance of Closing, attorneys for the parties shall exchange electronic copies of executed Closing documents (to be held in trust pending Closing) to enable counsel to confirm that all required Closing documents have been executed and delivered.

Seller Deliverables. As of the Initial Closing Date, Purchaser shall have received from Seller shall deliver the following documents: (i) certificates of existence of Seller, Subsidiary 3, each Company, Duke/UAE, ARC and each Project Partnership that is not a general partnership from, their states of incorporation, organization or formation; (ii) a true and complete copy of the certificate of incorporation, certificate of limited partnership or certificate of organization or formation, as applicable, of Seller, Subsidiary 3, each Company, Duke/UAE, ARC and each Project Partnership that is not a general partnership, and all amendments thereto, certified by each such entity's state of incorporation, organization or formation; (iii) a true and complete copy of the bylaws or operating agreement of Seller, Subsidiary 3, and each Company, as applicable, and all amendments thereto, certified by each such entity's Secretary or other duly authorized officer; (iv) a certificate from the Secretary or other duly authorized officer of Seller, Subsidiary 3, and each Company, that its certificate of incorporation or certificate of formation has not been amended since the date of the applicable certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect the corporate or other existence of Seller, Subsidiary 3 or either Company, as applicable; (v) a true and complete copy of the resolutions of the board of directors of Seller authorizing the execution, delivery and performance of this Agreement, and all agreements, instruments and documents to Title Insurer at least two be delivered by Seller in connection herewith and the Transactions, certified by its Secretary; (2vi) business days prior a true and complete copy of the resolutions of the board of directors of Subsidiary 3 authorizing the execution, delivery and performance of all agreements, instruments and documents to be delivered by Subsidiary 3 in connection with this Agreement and the Transactions, certified by its Secretary; (vii) a certificate from the Secretary of Seller as to the incumbency and signatures of its officers who will execute and deliver documents at the Initial Closing Date or who have executed and delivered this Agreement; (or on such other date specified belowviii) an Assignment Agreement related to the Seller Interests in Subsidiary 1; (ix) the following Voting Rights Agreement; (x) a properly executed documentsstatement of Seller conforming to the requirements of Treasury Regulation Section 1.1445-2(b)(2), each to which statement shall be provided separately for each dated as of the Properties being acquiredInitial Closing Date; (xi) a regulatory opinion of LeBoeuf, all Lamb, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. in a form reasonably acceptable to Seller and substance reasonably satisfactory Purchaser; (xii) opinions of outside counsel to Buyer andSeller, as appropriate, executed by Seller (and/or, where appropriate, the Operating Subtenant and other named parties) and acknowledged or notarized: (1) One (1) original of a general warranty deed conveying each parcel of the Real Property to Buyer, subject only to the Permitted Exceptions; (2) if the legal description of the Land set forth on the survey obtained by Buyer (the “Survey Description”) differs from the legal description of the Land set forth on the deed by which Seller acquired title, two (2) originals of a quit claim deed conveying the Real Property to Buyer utilizing the Survey Description; (3) four (4) originals of the Master Lease and each Operating Sublease, together with letter of credit, security deposit, guaranties and other documents or security required thereby, including, without limitation, the guaranty of the Master Lease by each Guarantor (as defined in the Master Lease) and Secondary Guarantor (as defined in the Mater Lease) substantially in the form attached to Master Lease and (B) the guaranty of the Master Lease by each opinion attached hereto as Exhibit C; and (xiii) such other documents and certificates as Purchaser may have reasonably requested in connection with the consummation of the Operating Subtenants in the same form as the guaranty referenced in clause (A) of this paragraph, limited to the obligations relating to the Operating Subtenant’s subleased premises and the rent payable under the Operating Sublease; (4) Two (2) originals of a subordination of the Management Agreement, if any, as such term is defined in the Master Lease; (5) as required by the Master Lease, an inter-creditor and subordination agreement by and among the applicable Buyer, Tenant, Operating Subtenant, and Operating Subtenant’s agents and lenders (the “Inter-creditor Agreement”), if applicable, in form and substance acceptable to Buyer, Seller and Seller’s agents and lenders;Transactions.

Seller Deliverables. Seller shall deliver to Title Insurer at least two Buyer: (2i) business days prior to a ▇▇▇▇ of sale for all of the Closing Date Assets that are Tangible Personal Property in the form of Exhibit 2.7(a)(i) (or the "▇▇▇▇ of Sale") executed by Seller; (ii) an assignment of all of the Assets that are intangible personal property in the form of Exhibit 2.7(a)(ii), which assignment shall also contain Buyer's undertaking and assumption of the Assumed Liabilities (the "Assignment and Assumption Agreement") executed by Seller; (iii) for each interest in Real Property identified on Schedule 3.6(a), a recordable general warranty deed and for all Real Property Leases, an Assignment and Assumption of Lease in the form of Exhibit 2.7(a)(iii); (iv) assignments of all Intellectual Property Assets and separate assignments of all registered Marks, Patents and Copyrights in the form of Exhibit 2.7(a)(iv) executed by Seller; (v) such other date specified below) the following executed documentsdeeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each to be provided separately for each of the Properties being acquired, all in form and substance reasonably satisfactory to Buyer and, as appropriate, and its legal counsel and executed by Seller; (vi) a certificate executed by Seller (and/or, where appropriate, as to the Operating Subtenant accuracy of its representations and other named parties) and acknowledged or notarized: (1) One (1) original of a general warranty deed conveying each parcel warranties as of the Real Property date of this Agreement and as of the Closing in accordance with Section 6.1 and as to Buyerits compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 6.2; (vii) a certificate of the Secretary of Seller certifying, subject only as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller's board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the Permitted Exceptions; (2) if the legal description incumbency and signatures of the Land set forth on the survey obtained by Buyer (the “Survey Description”) differs from the legal description officers of the Land set forth on the deed by which Seller acquired title, two (2) originals of a quit claim deed conveying the Real Property to Buyer utilizing the Survey Description; (3) four (4) originals of the Master Lease executing this Agreement and each Operating Sublease, together with letter of credit, security deposit, guaranties and any other documents or security required thereby, including, without limitation, the guaranty of the Master Lease by each Guarantor (as defined in the Master Lease) and Secondary Guarantor (as defined in the Mater Lease) in the form attached to Master Lease and (B) the guaranty of the Master Lease by each of the Operating Subtenants in the same form as the guaranty referenced in clause (A) of this paragraph, limited to the obligations document relating to the Operating Subtenant’s subleased premises and Contemplated Transaction; and (viii) the rent payable under the Operating Sublease; (4) Two (2) originals Letter of a subordination of the Management Agreement, if any, as such term is defined in the Master Lease; (5) as required by the Master Lease, an inter-creditor and subordination agreement by and among the applicable Buyer, Tenant, Operating Subtenant, and Operating Subtenant’s agents and lenders (the “Inter-creditor Agreement”), if applicable, in form and substance acceptable to Buyer, Seller and Seller’s agents and lenders;Credit.

Seller Deliverables. At the Closing (or prior to Closing as specified below), Seller shall deliver to Title Insurer Purchaser: (i) stock certificates evidencing ownership of the Company Shares to Purchaser, together with duly executed stock powers or similar assignments, in form and substance reasonably acceptable to Purchaser, assigning and transferring the Company Shares to Purchaser; (ii) an IRS Form W-9 of Seller; (iii) the Seller Certificate; (iv) the Transition Services Agreement, duly executed by Seller and the Finance Company; (v) duly executed resignations provided pursuant to Section 7.25; (vi) the Tail Policies, duly bound and effective as of the Closing Date, together with evidence of payment of the full premium therefor; (vii) each of the consents and approvals described on Schedule 2.5(b)(vii), in form and substance reasonably acceptable to Purchaser; (viii) true and complete copies of the resolutions duly adopted by the board of directors, board of managers or similar governing body of each Company authorizing such Company’s execution, delivery and performance of any Transaction Agreements to which such Company is a party and the consummation of the Transactions; (ix) the Intellectual Property Assignment Agreement, duly executed by Seller and the Finance Company, substantially in the form attached hereto as Exhibit C (the “Intellectual Property Assignment Agreement”); (x) at least two five (25) business days Business Days prior to the Closing Date Closing, the Payoff Letters and any other evidence reasonably satisfactory to Purchaser that all security interests and other Encumbrances on the assets (including UCC-3 termination statements with respect to the Existing Financing Statements set forth on Schedule 1.1(i)) of each Company have been released prior to or on such other date specified belowwill be released simultaneously with the Closing; (xi) the following a payoff letter from BofA Securities, Inc., duly executed documentsand in full force and effect, each to be provided separately for each of the Properties being acquired, all in form and substance reasonably satisfactory to Buyer Purchaser; and (xii) a certificate of Parent and Seller, dated as appropriateof the Closing Date and signed by a duly authorized officer of Parent and Seller, executed by Seller (and/or, where appropriate, the Operating Subtenant and other named partiesA) and acknowledged or notarized: certifying (1) One (1) original that attached thereto are true and complete copies of a general warranty deed conveying each parcel all Organizational Documents of the Real Property to BuyerCompanies and resolutions adopted by the board of directors of each of Parent and Seller authorizing Parent’s and Seller’s execution, subject only to delivery and performance of this Agreement and the Permitted Exceptions; other Transaction Agreements and the consummation of the Transactions and (2) if that all such resolutions are in full force and effect and are all the legal description of the Land set forth on the survey obtained by Buyer (the “Survey Description”) differs from the legal description of the Land set forth on the deed by which Seller acquired title, two (2) originals of a quit claim deed conveying the Real Property to Buyer utilizing the Survey Description; (3) four (4) originals of the Master Lease and each Operating Sublease, together with letter of credit, security deposit, guaranties and other documents or security required thereby, including, without limitation, the guaranty of the Master Lease resolutions adopted by each Guarantor (as defined of Parent and Seller in connection with the Master Lease) transactions contemplated hereby and Secondary Guarantor (as defined in the Mater Lease) in the form attached to Master Lease and thereby; (B) listing the guaranty names and signatures of the Master Lease by officers of each of the Operating Subtenants in the same form as the guaranty referenced in clause (A) of Parent and Seller who signed this paragraph, limited to the obligations relating to the Operating Subtenant’s subleased premises Agreement and the rent payable under the Operating Subleaseother Transaction Agreements to which Parent or Seller, as applicable, is or will be a party; (4C) Two including a certificate of existence of Seller from the Secretary of State of South Carolina dated no more than thirty (230) originals days prior to Closing; and (D) including a certificate of a subordination status or certificate of the Management Agreement, if anyexistence, as such term is defined in the Master Lease; (5) as required by the Master Lease, an inter-creditor and subordination agreement by and among the applicable Buyer, Tenant, Operating Subtenant, and Operating Subtenant’s agents and lenders (the “Inter-creditor Agreement”), if applicable, in form and substance acceptable of each Company from the Secretary of State of their respective states of incorporation, dated no more than thirty (30) days prior to Buyer, Seller and Seller’s agents and lenders;Closing.

Seller Deliverables. At Closing, Seller shall will deliver to Title Insurer at least two Buyer: (2i) business days prior executed and acknowledged counterparts to an Assignment, ▇▇▇▇ of Sale and Conveyance (which shall contain a special warranty of title), effective as of the Effective Time (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit D-1 with respect to the Closing Date Assets and in the form of Exhibit D-2 with respect to the Wapiti Non-Producing Interests and (or on ii) such other date assignments and assumptions, bills of sale, or deeds necessary to transfer the Assets and the Wapiti Non-Producing Interests to Buyer, including any conveyances on official forms and related documentation necessary to transfer the Assets and the Wapiti Non-Producing Interests to Buyer in accordance with requirements of state and federal governmental regulations (collectively, the “Assignment Documents”); (ii) a certificate from a senior officer certifying as to the satisfaction of the conditions specified belowin Section 9.2(a); (iii) duly executed and acknowledged releases in recordable form of all mortgages and deeds of trust encumbering its interest in the following Assets or the Wapiti Non-Producing Interests created by Seller and releases and/or terminations of the associated financing statements other than Permitted Encumbrances and encumbrances that were asserted as Title Defects with respect to which the Purchase Price or the Wapiti Commitment are being reduced at Closing; (iv) executed documents, each counterparts to federal and state change of operator forms with respect to those Assets that are to be provided separately for each operated by Buyer in the Wapiti Contract Area (as defined in the Development Agreement) other than with respect to the Wilkin Ridge Interests (as defined in the Development Agreement), and deliver to Buyer executed counterparts to resignation of the Properties being acquired, all operator letters with respect to such Assets that are to be operated by Buyer in form and substance reasonably satisfactory acceptable to Buyer and, as appropriate, executed by Seller (and/or, where appropriate, the Operating Subtenant and other named parties) and acknowledged or notarized: (1) One (1) original of a general warranty deed conveying each parcel of the Real Property to Buyer, subject only to the Permitted Exceptions; (2) if the legal description of the Land set forth on the survey obtained by Buyer (the “Survey DescriptionChange of Operator Forms”); (v) differs from the legal description of the Land set forth on the deed by which Seller acquired title, two (2) originals of an executed counterpart to a quit claim deed conveying the Real Property to Buyer utilizing the Survey Description; (3) four (4) originals of the Master Lease and each Contract Operating Sublease, together with letter of credit, security deposit, guaranties and other documents or security required thereby, including, without limitation, the guaranty of the Master Lease by each Guarantor (as defined in the Master Lease) and Secondary Guarantor (as defined in the Mater Lease) Agreement in the form attached of Exhibit E, in which Seller will contract to Master Lease and (B) operate the guaranty Assets on behalf of the Master Lease Buyer that are to be operated by each of Buyer in accordance with the Operating Subtenants in the same form as the guaranty referenced in clause (A) of this paragraph, limited to the obligations relating to the Operating Subtenant’s subleased premises and the rent payable under the Operating Sublease; (4) Two (2) originals of a subordination of the Management Agreement, if any, as such term is defined in the Master Lease; (5) as required by the Master Lease, an inter-creditor and subordination agreement by and among the applicable Buyer, Tenant, Operating Subtenant, and Operating Subtenant’s agents and lenders terms thereof (the “Inter-creditor Contract Operating Agreement”), if applicable, ; (vi) an executed counterpart to the Development Agreement in the form and substance acceptable of Exhibit F; (vii) executed counterparts to Buyer, Seller and the Joint Operating Agreements in the forms of Exhibit G (the “Joint Operating Agreements”); (viii) an executed counterpart to the Tax Partnership Agreement in the form of Exhibit H (the “Tax Partnership Agreement”); (ix) an executed counterpart to the License Agreement in the form of Exhibit I (the “License Agreement”); (x) an executed counterpart to the Standstill Agreement in the form of Exhibit J (the “Standstill Agreement”); and (xi) a certificate in the form of Exhibit K as to Seller’s agents and lenders;non-foreign status.

Seller Deliverables. Seller shall deliver have delivered, or caused to Title Insurer at least two have been delivered, to Buyer each of the following in each case in form and substance satisfactory to Buyer, acting reasonably: (2a) business days certificates, instruments or other appropriate documentation representing the Purchased Shares duly endorsed for transfer to Buyer or accompanied by duly executed share transfer powers as required pursuant to the Organizational Documents of the Company and Laws; (b) a counterpart of each of the Indemnity Agreement, O&M Agreement in the form agreed to by Buyer in accordance with Section 6.21, Billing and Metering Services Agreement, and Transition Services Agreement in the form agreed to by Buyer in accordance with Section 6.21, in each case executed by each of the parties thereto; (c) the certificate required to be delivered pursuant to Section 7.3; (d) a certificate of good standing (or its equivalent) with respect to Seller and each Acquired Company, in each case dated no earlier than five (5) Business Days prior to the Closing Date Date; (or on such other date specified belowe) the following executed documentsa certificate of an officer of Seller GP, each to be provided separately for each of the Properties being acquired, all in form and substance reasonably satisfactory to Buyer and, as appropriate, executed by Seller (and/or, where appropriate, the Operating Subtenant and other named parties) and acknowledged or notarized: (1) One (1) original of a general warranty deed conveying each parcel of the Real Property to Buyer, subject only to the Permitted Exceptions; (2) if the legal description of the Land set forth on the survey obtained by Buyer (the “Survey Description”) differs from the legal description of the Land set forth on the deed by which Seller acquired title, two (2) originals of a quit claim deed conveying the Real Property to Buyer utilizing the Survey Description; (3) four (4) originals of the Master Lease and each Operating Sublease, together with letter of credit, security deposit, guaranties and other documents or security required thereby, including, without limitation, the guaranty of the Master Lease by each Guarantor (as defined in the Master Lease) and Secondary Guarantor (as defined in the Mater Lease) substantially in the form attached as Exhibit J certifying that (i) attached are true and correct resolutions of Seller GP authorizing the execution, delivery and performance of this Agreement and the other documents to Master Lease which Seller is a party and the consummation of the transaction contemplated herein, (ii) all such resolutions are in full force and effect and have not been repealed or contravened and (Biii) such resolutions constitute all the guaranty resolutions adopted in connection with the transactions contemplated herein; (f) a certificate of an officer of Seller GP identifying the name and title and bearing the signatures of such Seller’s Representatives authorized to execute and deliver this Agreement and all other agreements and instruments contemplated hereby; (g) reasonable evidence of the Master Lease by each satisfaction and discharge of the Operating Subtenants liabilities and obligations of the Company in accordance with the same form NEP Revolver Loan Documents and the release of Encumbrances thereunder as of the guaranty referenced in clause Closing; and (Ah) of all other previously undelivered certificates, agreements and other documents required by this paragraph, limited Agreement to be delivered by Seller at or prior to the obligations relating to Closing in connection with the Operating Subtenant’s subleased premises transactions contemplated by this Agreement and the rent payable under the Operating Sublease; (4) Two (2) originals of a subordination of the Management Agreementsuch other agreements, if any, documents and instruments as such term is defined in the Master Lease; (5) as required by the Master Lease, an inter-creditor and subordination agreement by and among the applicable Buyer, Tenant, Operating Subtenant, and Operating Subtenant’s agents and lenders (the “Inter-creditor Agreement”), if applicable, in form and substance acceptable to Buyer, Seller and Seller’s agents and lenders;Buyer may reasonably request.

Seller Deliverables. Seller Sellers shall deliver to Title Insurer at least two (2) business days prior to the Closing Date (or on such other date specified below) the following executed documents, each to be provided separately for each of the Properties being acquired, all in form and substance reasonably satisfactory to Buyer and, as appropriate, executed by the applicable Seller (and/or, where appropriate, the Operating Subtenant and other named parties) and acknowledged or notarized: : (1) One one (1) original of a general warranty the deed conveying each parcel of the Real Property to Buyer, subject only to the Permitted Exceptions; ; (2) if the legal description of the Land set forth on the survey obtained by Buyer (the “Survey Description”) differs from the legal description of the Land set forth on the deed by which Seller acquired title, two (2) originals of a quit claim deed conveying the Real Property to Buyer utilizing said the Survey Description; survey description; (3) a certificate executed by Brookdale acknowledging that the Leases and the Management Agreements expire effective as of the Closing; (4) two (2) originals of a ▇▇▇▇ of Sale for each Property in the form of Exhibit C attached hereto from the Seller to or as directed by Buyer (or, if designated by Buyer, its affiliate) conveying the Tangible Personal Property and Diligence Materials; and if any of the Tangible Personal Property or Diligence Materials is Operator Property, two (2) originals of a ▇▇▇▇ of Sale in said form from the applicable Operator, and to or as directed by Buyer (or, if designated by Buyer, its affiliate); (5) two (2) originals for each Property of the Seller’s assignment to Buyer (or, if designated by Buyer, its affiliate) of the Intangible Property and the Approved Contracts in the form of Exhibit D attached hereto; and if any of the Intangible Property and the Approved Contracts is Operator Property, two (2) originals of an assignment substantially in said form from the applicable Operator, and to or as directed by Buyer (or, if designated by Buyer, its affiliate); (6) with respect to the Pending Improvements, (a) four (4) originals of an escrow agreement among as to each among the Master Lease applicable Seller and each Operating Sublease, together with letter of credit, security deposit, guaranties Buyer thereof pursuant to which (1) the applicable Seller covenants to complete the Pending Improvements and other documents or security required thereby, including, without limitation, the guaranty (2) a portion of the Master Lease by each Guarantor Purchase Price equal to one hundred twenty percent (as defined 120%) of the unpaid cost of completing the Pending Improvements shall be placed into escrow with Title Company, such amount to be released to Seller upon the completion of the Pending Improvements to the reasonable satisfaction of Buyer and the delivery to Buyer and Title Company of evidence confirming payment of all sums due and payable in connection with the Master Lease) Pending Improvements and Secondary Guarantor (as defined in the Mater Lease) in the form attached to Master Lease release and waiver of liens relating thereto; and (Bb) a license agreement pursuant to which Sellers and their agents and contractors have access to the guaranty Elkhart Property and the ▇▇▇▇▇▇▇ Property for a reasonable period of time following the Closing of each said Property (which time period shall be stated in said license) for the sole purpose of allowing said Seller to complete the Pending Improvements, as required by this Agreement; (7) duly executed originals of the Master Lease Seller Loan Assumption Documents, in quantity as to each as reasonably requested by each of the Operating Subtenants in the same form as the guaranty referenced in clause Lender; (A) of this paragraph, limited to the obligations relating to the Operating Subtenant’s subleased premises and the rent payable under the Operating Sublease; (4) Two 8) two (2) originals of a subordination settlement statement setting forth the Purchase Price, all prorations and other adjustments to be made pursuant to the terms hereof, and the funds required for Closing as contemplated hereunder; (9) all transfer tax statements, declarations and filings as may be necessary, appropriate or required by local practice for purposes of recordation of the Management Agreementdeed; (10) an original good standing certificate for Seller and each entity directly or indirectly controlling Seller (collectively the “Control Parties”), and an original resolution of Seller and each of the Control Parties authorizing (a) the sale of the Property to Buyer and (b) the execution and delivery of all Closing documents, together with an incumbency certificate for the officers signing this Agreement and such instruments as may be reasonably required by Buyer; (11) keys and combinations to all locks located in the Improvements to the extent not in the possession of Facility staff; (12) to the extent not previously delivered to Buyer, but only to the extent within Seller’s possession or reasonable control, originals of any Diligence Materials requested in writing by Buyer; copies of all warranties relating to the Seller improvements as described in Schedule 11(v); copies of all books and records applicable to the Property which are identified by Buyer by written notice to Seller and reasonably necessary for the orderly transition of operation of the Property (other than books and records kept at the Facility under the control of Facility staff, which shall be delivered to Buyer by the transfer of possession of the Facility to Buyer); provided, that nothing herein shall require delivery of any Brookdale corporate level books and records. For purposes of the above, where copies of the above documents are required, documents made available through the data room shall be considered as delivered to Buyer; and where originals of the above documents are required, if anysuch originals are not delivered to Buyer at or before Closing, by arrangement of the Parties such originals may be delivered to Buyer within ten (10) days following the Closing; (13) an original certificate as such term is defined in the Master Lease; (5) as may be required by the Master LeaseInternal Revenue Service pursuant to Section 1445 of the Internal Revenue Code of 1986, an inter-creditor and subordination agreement by and among as amended, or the applicable Buyer, Tenant, Operating Subtenant, and Operating Subtenant’s agents and lenders regulations issued pursuant thereto (the “Inter-creditor AgreementCode”), if applicablecertifying the non-foreign status of each Seller; (14) such original affidavits or other instruments as the Title Insurer shall require in order to issue policies of title insurance (i) free of any exceptions for unfiled mechanics’ or materialmen’s liens for work performed prior to Closing, (ii) free from the claim of parties in possession other than the senior residents of the Properties, and (iii) providing for such other customary matters as Title Insurer shall request; (15) such original documentation from Brokers as may be reasonably required to evidence the satisfaction or waiver, and release, of all liens that Brokers may have in connection with a claim for commissions or other compensation due to the Closing of the transaction contemplated by this Agreement, and in form and substance reasonably acceptable to BuyerTitle Insurer and which will permit Title Insurer to issue its title insurance policy to Buyer without exception for and insuring against such Broker claims. (16) two (2) original re-certifications by Sellers of the representations and warranties of Sellers made under this Agreement; (17) an original written waiver of rights from each party having a right or option to purchase the Property (or any portion thereof) from Sellers; and (18) such other instruments as are reasonably required by Title Insurer to close the escrow and consummate the purchase of the Property in accordance with the terms hereof. Each of the above items shall be provided separately for each of the Properties being acquired. Each of Sellers and Buyer shall provide the number of duplicate originals of the documents referenced above as the other party may reasonably request. Additionally, Seller at the request of a party’s counsel, in advance of Closing, attorneys for the parties shall exchange electronic copies of executed Closing documents (to be held in trust pending Closing) to enable counsel to confirm that all required Closing documents have been executed and Seller’s agents and lenders;delivered.

Seller Deliverables. Seller shall deliver have delivered, or caused to Title Insurer at least two (2) business days prior have been delivered, to the Closing Date (or on such other date specified below) the following executed documents, each to be provided separately for Buyer each of the Properties following: (a) a counterpart, executed by Seller, of an assignment of membership interests evidencing the assignment and transfer to Buyer of all of the Membership Interests, substantially in the form of Exhibit A (the “Membership Interests Assignment Agreement”); (b) an executed counterpart of one or more assignment and assumption agreements, each substantially in the form of Exhibit B (each an “Assignment and Assumption Agreement”) which shall effect the assignment to Buyer, one of the Project Companies or an Affiliate of Buyer (as applicable, the “Assignee”) of each Assigned Contract by the Non-Company Affiliate that is party thereto (the “Assignor”), subject to the assumption by the Assignee of all obligations of the Assignor under each Assigned Contract arising from and after the Closing Date; provided, however that, in the case of those Assigned Contracts relating to natural gas transportation on a pipeline regulated by the FERC, Seller’s obligations under this paragraph (c) are conditioned upon the Non-Company Affiliate successfully releasing its capacity permanently to Buyer or an Affiliate of Buyer and being acquiredrelieved of all payment obligations under each such Assigned Contract pursuant to the terms of the applicable FERC Gas Tariff, each of Seller and Buyer agreeing to use commercially reasonable efforts to achieve such permanent releases of capacity; (c) an executed counterpart of the Transition Services Agreement; (d) a certification of non-foreign status in the form prescribed by Treasury Regulation Section 1.1445-2(c) with respect to Seller: (e) originals of all in form and substance documentation related to the bonds issued with respect to the Big ▇▇▇▇▇ Project, including all outstanding bonds; (f) evidence reasonably satisfactory to Buyer and, as appropriate, executed by Seller (and/or, where appropriate, the Operating Subtenant and other named parties) and acknowledged or notarized: (1) One (1) original of a general warranty deed conveying each parcel of the Real Property satisfaction or release of any liabilities owed by any Company to Buyer, subject only Seller or any Non-Company Affiliate; and (g) evidence reasonably satisfactory to the Permitted Exceptions; (2) if the legal description Buyer of the Land set forth on the survey obtained conversion or merger of CP High Desert I, CP High Desert II, Rio Nogales I and Rio Nogales II as contemplated by Buyer (the “Survey Description”) differs from the legal description of the Land set forth on the deed by which Seller acquired title, two (2) originals of a quit claim deed conveying the Real Property to Buyer utilizing the Survey Description; (3) four (4) originals of the Master Lease and each Operating Sublease, together with letter of credit, security deposit, guaranties and other documents or security required thereby, including, without limitation, the guaranty of the Master Lease by each Guarantor (as defined in the Master Lease) and Secondary Guarantor (as defined in the Mater Lease) in the form attached to Master Lease and (B) the guaranty of the Master Lease by each of the Operating Subtenants in the same form as the guaranty referenced in clause (A) of this paragraph, limited to the obligations relating to the Operating Subtenant’s subleased premises and the rent payable under the Operating Sublease; (4) Two (2) originals of a subordination of the Management Agreement, if any, as such term is defined in the Master Lease; (5) as required by the Master Lease, an inter-creditor and subordination agreement by and among the applicable Buyer, Tenant, Operating Subtenant, and Operating Subtenant’s agents and lenders (the “Inter-creditor Agreement”Section 6.14(i), if applicable, in form and substance acceptable to Buyer, Seller and Seller’s agents and lenders;.

Seller Deliverables. At Closing, Seller shall will: (i) deliver to Title Insurer at least two (2) business days prior to the Closing Date (or on such other date specified below) the following executed documents, each to be provided separately for each Buyer possession of the Properties being acquiredPurchased Assets; (ii) deliver bills of sale and other assignments of the Purchased Assets, all in form and substance forms reasonably satisfactory acceptable to Buyer and, as appropriateBuyer, executed by Seller and sufficient to transfer good and valid title to the Purchased Assets to Buyer; (and/oriii) deliver all licenses, where appropriatepermits, registrations, authorizations, consents and approvals, in forms reasonably acceptable to Buyer, by any third Person, including any Governmental Authorizations and consents under Assigned Contracts, that are necessary for the Operating Subtenant and consummation of the transactions contemplated by this Agreement or another Transaction Document; (iv) deliver evidence, in forms reasonably acceptable to Buyer, of the releases of all Encumbrances on the Purchased Assets, other named partiesthan Permitted Encumbrances; (v) and acknowledged or notarized: (1) One (1) original deliver a written assignment of a general warranty deed conveying each parcel of the leasehold interest under the Real Property to Buyer, subject only to the Permitted Exceptions; (2) if the legal description of the Land set forth on the survey obtained by Buyer (the “Survey Description”) differs from the legal description of the Land set forth on the deed by which Seller acquired title, two (2) originals of a quit claim deed conveying the Real Property to Buyer utilizing the Survey Description; (3) four (4) originals of the Master Lease and each Operating Sublease, together with letter of credit, security deposit, guaranties and other documents or security required thereby, including, without limitation, the guaranty of the Master Lease by each Guarantor (as defined in the Master Lease) and Secondary Guarantor (as defined in the Mater Lease) in the form attached to Master Lease and (B) the guaranty of the Master Lease by each of the Operating Subtenants in the same form as the guaranty referenced in clause (A) of this paragraph, limited to the obligations relating to the Operating Subtenant’s subleased premises and the rent payable under the Operating Sublease; (4) Two (2) originals of a subordination of the Management Agreement, if any, as such term is defined in the Master Lease; (5) as required by the Master Lease, an inter-creditor and subordination agreement by and among the applicable Buyer, Tenant, Operating Subtenant, and Operating Subtenant’s agents and lenders (the “Inter-creditor Agreement”), if applicable, which shall be in form and substance acceptable to Buyer and executed by Seller; (vi) deliver certificates from Seller in the applicable form provided in Treasury Regulation Section 1.1445-2; (vii) deliver powers of attorney and/or management agreements, in a form approved by Buyer, allowing Buyer, to the extent permitted by applicable Law, to obtain from boards of pharmacy and any other applicable state or federal Governmental Body (the “Pharmacy Permits”) and from the United States Drug Enforcement Administration (the “DEA Registrations”) the authority to operate under licenses and registrations held by Seller for a period not to exceed ninety (90) days; (viii) to the extent permitted by applicable Law, an agreement to allow continued claims submission and/or assignment of claims for any Payment Programs; (ix) deliver to Buyer an executed copy of the Transition Services Agreement; (x) deliver to Buyer an executed copy of the Warrant; and Seller’s agents (xi) deliver all other agreements, certificates, instruments and lenders;documents as may be reasonably required of Seller under this Agreement.

Seller Deliverables. At the Closing, Seller shall take the following actions (or cause such actions to be taken): (i) deliver evidence of the assignment or transfer of the Acquired Securities to Title Insurer Purchaser, free and clear of all Encumbrances (except for any Encumbrances created by or on behalf of Purchaser or Encumbrances to be released at least two Closing), any such assignments or transfer of the Acquired Securities to be duly executed by Seller, in the form of (2A) business days prior a deed of transfer and adherence with respect to the Closing Date Company Interests, (or on such other date specified belowB) an instrument of transfer with respect to the following executed documentsGP Shares, each to be provided separately for each (C) a certified copy of the Properties being acquiredregister of partnership interests of the Company, all (D) a certified copy of the register of members of the General Partner, (E) share certificates representing the GP Shares (if any) and (E) director resolutions of the General Partner approving the assignment of the Acquired Securities and the change of registered office to Walkers Corporate Limited, in each case, in form and substance reasonably satisfactory acceptable to Buyer andPurchaser; (ii) deliver to Purchaser a copy of the Escrow Agreement, as appropriate, duly executed by Seller Seller; (and/or, where appropriate, iii) deliver to Purchaser the Operating Subtenant and other named partiescertificates contemplated by Section 7.2(c); (iv) and acknowledged or notarized: deliver to Purchaser Payoff Letters with respect to the Existing Funded Indebtedness; (1v) One (1) original of a general warranty deed conveying each parcel deliver to Purchaser evidence in customary form of the Real Property to Buyer, subject only to the Permitted Exceptions; (2) if the legal description termination of the Land Contracts set forth on the survey obtained by Buyer (the “Survey Description”) differs from the legal description in Section 6.8 of the Land set forth on the deed by which Seller acquired titleCompany Disclosure Schedule in accordance with Section 6.8, two (2) originals of a quit claim deed conveying the Real Property to Buyer utilizing the Survey Description; (3) four (4) originals of the Master Lease and in each Operating Sublease, together with letter of credit, security deposit, guaranties and other documents or security required thereby, including, without limitation, the guaranty of the Master Lease by each Guarantor (as defined in the Master Lease) and Secondary Guarantor (as defined in the Mater Lease) in the form attached to Master Lease and (B) the guaranty of the Master Lease by each of the Operating Subtenants in the same form as the guaranty referenced in clause (A) of this paragraph, limited to the obligations relating to the Operating Subtenant’s subleased premises and the rent payable under the Operating Sublease; (4) Two (2) originals of a subordination of the Management Agreement, if any, as such term is defined in the Master Lease; (5) as required by the Master Lease, an inter-creditor and subordination agreement by and among the applicable Buyer, Tenant, Operating Subtenant, and Operating Subtenant’s agents and lenders (the “Inter-creditor Agreement”), if applicablecase, in form and substance reasonably acceptable to BuyerPurchaser; (vi) at the written request of Purchaser delivered at least ten (10) Business Days prior to Closing, deliver to Purchaser written resignations, effective as of the Closing, of all board members of the Company Entities identified in such written request of Purchaser and certified copy of the register of directors of the General Partner; (vii) deliver to Purchaser a duly executed certificate in compliance with Treasury Regulations Sections 1.1445-2(c) and 1.897-2(h) and related IRS notice, in each case, dated the Closing Date, with respect to Casablanca US Holdings Inc., a Delaware corporation; provided that to the extent Seller fails to deliver such certificate prior to the Closing Date, Purchaser’s sole remedy shall be to deduct and Seller’s agents withhold pursuant to Section 3.7; (viii) deliver to Purchaser each Restrictive Covenant and lendersRelease Agreement, duly executed by each party thereto (other than Purchaser); (ix) good standing certificates issued by the Registrar of Companies and Registrar of Exempted Limited Partnerships with respect to the General Partner and Company, respectively; and (x) deliver to Purchaser all other documents required to be delivered by Purchaser on or prior to the Closing pursuant to this Agreement.

Seller Deliverables. Seller shall deliver have delivered to Title Insurer at least two Buyer: (2) business days prior to the Closing Date (or on such other date specified belowi) the following Guaranty, duly executed documents, each to be provided separately for each by ▇▇▇▇▇▇▇▇▇; (ii) a Seller’s Officer Certificate dated as of the Properties being acquired, all Effective Date; (iii) a copy of an IRS Form W-9 for Seller; (iv) a copy of the Independent Engineer Report in form and substance reasonably acceptable to Buyer (which may be a copy of the report provided to the members of Seller in connection with the substantial completion equity funding of Seller by its members), and a reliance letter with respect thereto for the benefit of Buyer; (v) a copy of the Environmental Report in form and substance reasonably acceptable to Buyer (which may be a copy of the report provided to the members of Seller in connection with the substantial completion equity funding of Seller by its members), and a reliance letter with respect thereto for the benefit of Buyer; (vi) a copy of the Title Pro-Forma; (vii) a copy of the ALTA Survey; (viii) the latest draft Cost Segregation Report, and a reliance letter with respect thereto for the benefit of Buyer; (ix) the TCL Policy binder agreement in form and substance reasonably acceptable to Buyer with evidence of Seller’s payment of any underwriting fees and premiums then due to be paid in connection with the binding of the TCL Policy; (x) the EC Bonus Certificate; (xi) an executed copy of the Beginning of Construction Certificate; (xii) a copy of the Project Documents; (xiii) a copy of the executed operating agreement of Seller effective on or prior to the date when any Block comprising the Project was Placed in Service, which shall be subject to redactions inserted by Seller to protect confidential and sensitive information; (xiv) copies of all Permits, except for Permits that are non-material or ministerial in nature and any other Permits not yet required to be obtained but which can reasonably be expected to be obtained on commercially reasonable terms when required; (xv) copies of UCC search reports for Sponsor, Guarantor, Seller, and the Project Company, dated no more than thirty (30) days prior to the Effective Date for each of the jurisdictions in which Sponsor, Guarantor, Seller, or the Project Company is organized or has a main place of business; (xvi) copies of litigation and docket search reports for Sponsor, Guarantor, Seller, and the Project Company, dated no more than thirty (30) days prior to the Effective Date for each of the jurisdictions in which Sponsor, Guarantor, Seller, or the Project Company is organized or has a main place of business; (xvii) payment of Buyer’s costs in accordance with Section 3.4; (xviii) a copy of the audited financial statements of Guarantor for its fiscal years ending on December 31, 2023 and December 31, 2024; (xix) a copy of the most recent unaudited quarterly financial statements of Guarantor; (xx) evidence reasonably satisfactory to Buyer andthat (A) the membership interests in the Project Company were assigned to Seller prior to the date on which any Block comprising the Project was Placed in Service, as appropriateincluding a true, executed by Seller (and/orcorrect, where appropriate, the Operating Subtenant complete and other named parties) and acknowledged or notarized: (1) One (1) original of a general warranty deed conveying each parcel updated copy of the Real Property to Buyer, subject only to the Permitted Exceptions; (2) if the legal description Organizational Documents of the Land set forth on the survey obtained by Buyer (the “Survey Description”) differs from the legal description of the Land set forth on the deed by which Seller acquired title, two (2) originals of a quit claim deed conveying the Real Property to Buyer utilizing the Survey Description; (3) four (4) originals of the Master Lease and each Operating Sublease, together with letter of credit, security deposit, guaranties and other documents or security required thereby, including, without limitation, the guaranty of the Master Lease by each Guarantor (as defined in the Master Lease) and Secondary Guarantor (as defined in the Mater Lease) in the form attached to Master Lease Project Company and (B) the guaranty SC Payment has been made or will be made on the First Funding Date; (xxi) the Placed in Service Certificate; and (xxii) a Sponsor’s Officer Certificate dated as of the Master Lease by each of the Operating Subtenants in the same form as the guaranty referenced in clause (A) of this paragraph, limited to the obligations relating to the Operating Subtenant’s subleased premises and the rent payable under the Operating Sublease; (4) Two (2) originals of a subordination of the Management Agreement, if any, as such term is defined in the Master Lease; (5) as required by the Master Lease, an inter-creditor and subordination agreement by and among the applicable Buyer, Tenant, Operating Subtenant, and Operating Subtenant’s agents and lenders (the “Inter-creditor Agreement”), if applicable, in form and substance acceptable to Buyer, Seller and Seller’s agents and lenders;Effective Date.

Seller Deliverables. Seller shall deliver have delivered to Title Insurer at least two Buyer: (2) business days prior to the Closing Date (or on such other date specified belowi) the following Guaranty, duly executed documentsby ▇▇▇▇▇▇▇▇▇; (ii) a signed engagement letter with PWA Consultant, each to provide the PWA Assurance Reports including a detailed scope of the work to be provided separately for each performed by PWA Consultant; (iii) a Seller’s Officer Certificate dated as of the Properties being acquired, all Effective Date; (iv) a copy of an IRS Form W-9 for Seller; (v) a copy of the Independent Engineer Report in form and substance reasonably acceptable to Buyer (which may be a copy of the report provided to the members of Seller in connection with the substantial completion equity funding of Seller by its members), and a reliance letter with respect thereto for the benefit of Buyer; (vi) a copy of the Environmental Report in form and substance reasonably acceptable to Buyer (which may be a copy of the report provided to the members of Seller in connection with the substantial completion equity funding of Seller by its members), and a reliance letter with respect thereto for the benefit of Buyer; (vii) a copy of the Title Pro-Forma; (viii) a copy of the ALTA Survey; (ix) the latest draft Cost Segregation Report, and a reliance letter with respect thereto for the benefit of Buyer; (x) the TCL Policy binder agreement in form and substance reasonably acceptable to Buyer with evidence of Seller’s payment of any underwriting fees and premiums then due to be paid in connection with the binding of the TCL Policy; (xi) the EC Bonus Certificate; (xii) the DC Bonus Memo, and a reliance letter with respect thereto for the benefit of ▇▇▇▇▇; (xiii) an executed copy of the Beginning of Construction Certificate; (xiv) a copy of the Project Documents; (xv) a copy of the executed operating agreement of Seller effective on or prior to the date when any Block comprising the Project was Placed in Service, which shall be subject to redactions inserted by Seller to protect confidential and sensitive information; (xvi) copies of all Permits, except for Permits that are non-material or ministerial in nature and any other Permits not yet required to be obtained but which can reasonably be expected to be obtained on commercially reasonable terms when required; (xvii) copies of UCC search reports for Sponsor, Guarantor, Seller, and the Project Company, dated no more than thirty (30) days prior to the Effective Date for each of the jurisdictions in which Sponsor, Guarantor, Seller, or the Project Company is organized or has a main place of business; (xviii) copies of litigation and docket search reports for Sponsor, Guarantor, Seller, and the Project Company, dated no more than thirty (30) days prior to the Effective Date for each of the jurisdictions in which Sponsor, Guarantor, Seller, or the Project Company is organized or has a main place of business; (xix) payment of Buyer’s costs in accordance with Section 3.4; (xx) a copy of the audited financial statements of Guarantor for its fiscal years ending on December 31, 2023 and December 31, 2024; (xxi) a copy of the most recent unaudited quarterly financial statements of Guarantor; (xxii) evidence reasonably satisfactory to Buyer andthat (A) the membership interests in the Project Company were assigned to Seller prior to the date on which any Block comprising the Project was Placed in Service, as appropriateincluding a true, executed by Seller (and/orcorrect, where appropriate, the Operating Subtenant complete and other named parties) and acknowledged or notarized: (1) One (1) original of a general warranty deed conveying each parcel updated copy of the Real Property to Buyer, subject only to the Permitted Exceptions; (2) if the legal description Organizational Documents of the Land set forth on the survey obtained by Buyer (the “Survey Description”) differs from the legal description of the Land set forth on the deed by which Seller acquired title, two (2) originals of a quit claim deed conveying the Real Property to Buyer utilizing the Survey Description; (3) four (4) originals of the Master Lease and each Operating Sublease, together with letter of credit, security deposit, guaranties and other documents or security required thereby, including, without limitation, the guaranty of the Master Lease by each Guarantor (as defined in the Master Lease) and Secondary Guarantor (as defined in the Mater Lease) in the form attached to Master Lease Project Company and (B) the guaranty SC Payment has been made or will be made on the First Funding Date; (xxiii) the Placed in Service Certificate; (xxiv) all PWA Assurance Reports received from the PWA Consultant for all periods ending in or before October 2025, and to the extent available, any PWA Assurance Report for any period ending thereafter; and (xxv) a Sponsor’s Officer Certificate dated as of the Master Lease by each of the Operating Subtenants in the same form as the guaranty referenced in clause (A) of this paragraph, limited to the obligations relating to the Operating Subtenant’s subleased premises and the rent payable under the Operating Sublease; (4) Two (2) originals of a subordination of the Management Agreement, if any, as such term is defined in the Master Lease; (5) as required by the Master Lease, an inter-creditor and subordination agreement by and among the applicable Buyer, Tenant, Operating Subtenant, and Operating Subtenant’s agents and lenders (the “Inter-creditor Agreement”), if applicable, in form and substance acceptable to Buyer, Seller and Seller’s agents and lenders;Effective Date.

Seller Deliverables. At the Closing, Seller shall deliver deliver, or cause to Title Insurer at least two (2) business days prior be delivered, to the Closing Date (or on such other date specified below) the following executed documentsPurchaser, each to be provided separately for each of the Properties being acquired, all in form and substance reasonably satisfactory to Buyer andPurchaser (or, with respect to Business Data, in the form in which such Business Data is maintained in the ordinary course of business): (a) certificates representing the Interests, duly endorsed in blank or accompanied by membership interest powers duly endorsed in blank in proper form for transfer, free and clear of all Liens (other than restrictions on the hypothecation, sale, transfer or other disposition thereof under applicable securities Laws); (b) a properly executed and valid statement described in Section 1.1445-2(b) of the Treasury Regulations certifying under penalties of perjury that Seller is not a foreign person within the meaning of Section 1445(f)(3) of the Code and a properly executed, true, correct and complete Internal Revenue Service Form W-9 of Seller; (c) a certificate signed by an officer (or similar authorized person) of Seller as appropriateto the satisfaction of each of the conditions set forth in Section 6.02(a), executed by Seller (and/or, where appropriate, the Operating Subtenant and other named partiesSection 6.02(b) and acknowledged or notarized: (1) One (1) original of a general warranty deed conveying each parcel of the Real Property to Buyer, subject only to the Permitted Exceptions; (2) if the legal description of the Land set forth on the survey obtained by Buyer (the “Survey Description”) differs from the legal description of the Land set forth on the deed by which Seller acquired title, two (2) originals of a quit claim deed conveying the Real Property to Buyer utilizing the Survey Description; (3) four (4) originals of the Master Lease and each Operating Sublease, together with letter of credit, security deposit, guaranties and other documents or security required thereby, including, without limitation, the guaranty of the Master Lease by each Guarantor (as defined in the Master Lease) and Secondary Guarantor (as defined in the Mater LeaseSection 6.02(c) in the form attached hereto as Exhibit G; (d) a certificate executed by an authorized officer of Seller, attaching and certifying as to Master Lease the truth, correctness and completeness of, (A) copies of the Organizational Documents of the Company Group as in effect as of the Closing and (B) certificates of good standing with respect to the guaranty Company Group issued by the applicable jurisdiction where such entities are formed, in case of the Master Lease by each of the Operating Subtenants in the same form as the guaranty referenced in clause clauses (A) and (B), dated as of this paragrapha recent practicable date; (e) the Escrow Agreement, limited duly executed by Seller and the Escrow Agent; (f) the Transition Support Services Agreement and IP Assignment and License, each duly executed (and, to the obligations relating to extent applicable, filed) by Seller and any of its Affiliates (including the Operating Subtenant’s subleased premises and the rent payable under the Operating Sublease; (4) Two (2) originals of a subordination members of the Management AgreementCompany Group) party thereto; (g) the Lease Assignments, if any, as such term is defined in the Master Lease; (5) as required duly executed by the Master Lease, an inter-creditor and subordination agreement by and among parties thereto; (h) the applicable Buyer, Tenant, Operating Subtenant, and Operating Subtenant’s agents and lenders Existing Debt Releases; (the “Inter-creditor Agreement”), if applicablei) copies of termination agreements, in form and substance acceptable reasonably satisfactory to BuyerPurchaser, with respect to the Contracts listed on Section 3.24(b) of the Seller Disclosure Schedule (which, for clarity, does not include the Co-Ownership Agreement, which shall be amended in accordance with the terms of this Agreement and Seller’s agents the IP Assignment and lendersLicense) duly executed by the parties thereto; (j) a copy of all Business Data that is possessed or controlled by Seller or its Affiliates and is not (A) already in the possession or control of the Company Group or (B) being provided to the Company Group pursuant to the Transition Support Services Agreement; (k) copies of all documents (e.g., short form agreements) and filings required to be executed or filed by Seller or its Affiliates (other than the Company Group) in connection with the Pre-Closing IP Transfer; and (l) copies of any customary payoff letters reasonably requested by Purchaser pursuant to Section 5.16(d)(iii).

Seller Deliverables. At the Closing, Seller shall deliver deliver, or cause to Title Insurer at least two (2) business days prior be delivered, to the Closing Date (or on such other date specified below) the following executed documentsPurchaser, each to be provided separately for each of the Properties being acquired, all in form and substance reasonably satisfactory to Buyer andPurchaser (or, with respect to Business Data, in the form in which such Business Data is maintained in the ordinary course of business): (i) certificates representing the Interests, duly endorsed in blank or accompanied by membership interest powers duly endorsed in blank in proper form for transfer, free and clear of all Liens (other than restrictions on the hypothecation, sale, transfer or other disposition thereof under applicable securities Laws); (ii) a properly executed and valid statement described in Section 1.1445-2(b) of the Treasury Regulations certifying under penalties of perjury that Seller is not a foreign person within the meaning of Section 1445(f)(3) of the Code and a properly executed, true, correct and complete Internal Revenue Service Form W-9 of Seller; (iii) a certificate signed by an officer (or similar authorized person) of Seller as appropriateto the satisfaction of each of the conditions set forth in Section 6.02(a), executed by Seller (and/or, where appropriate, the Operating Subtenant and other named partiesSection 6.02(b) and acknowledged or notarized: (1) One (1) original of a general warranty deed conveying each parcel of the Real Property to Buyer, subject only to the Permitted Exceptions; (2) if the legal description of the Land set forth on the survey obtained by Buyer (the “Survey Description”) differs from the legal description of the Land set forth on the deed by which Seller acquired title, two (2) originals of a quit claim deed conveying the Real Property to Buyer utilizing the Survey Description; (3) four (4) originals of the Master Lease and each Operating Sublease, together with letter of credit, security deposit, guaranties and other documents or security required thereby, including, without limitation, the guaranty of the Master Lease by each Guarantor (as defined in the Master Lease) and Secondary Guarantor (as defined in the Mater LeaseSection 6.02(c) in the form attached hereto as Exhibit G; (iv) a certificate executed by an authorized officer of Seller, attaching and certifying as to Master Lease the truth, correctness and completeness of, (A) copies of the Organizational Documents of the Company Group as in effect as of the Closing and (B) certificates of good standing with respect to the guaranty Company Group issued by the applicable jurisdiction where such entities are formed, in case of the Master Lease by each of the Operating Subtenants in the same form as the guaranty referenced in clause clauses (A) and (B), dated as of this paragrapha recent practicable date; (v) the Escrow Agreement, limited duly executed by Seller and the Escrow Agent; (vi) the Transition Support Services Agreement and IP Assignment and License, each duly executed (and, to the obligations relating to extent applicable, filed) by Seller and any of its Affiliates (including the Operating Subtenant’s subleased premises and the rent payable under the Operating Sublease; (4) Two (2) originals of a subordination members of the Management AgreementCompany Group) party thereto; (vii) the Lease Assignments, if any, as such term is defined in the Master Lease; (5) as required duly executed by the Master Lease, an inter-creditor and subordination agreement by and among parties thereto; (viii) the applicable Buyer, Tenant, Operating Subtenant, and Operating Subtenant’s agents and lenders Existing Debt Releases; (the “Inter-creditor Agreement”), if applicableix) copies of termination agreements, in form and substance acceptable reasonably satisfactory to BuyerPurchaser, with respect to the Contracts listed on Section 3.24(b) of the Seller Disclosure Schedule (which, for clarity, does not include the Co-Ownership Agreement, which shall be amended in accordance with the terms of this Agreement and Seller’s agents the IP Assignment and lendersLicense) duly executed by the parties thereto; (x) a copy of all Business Data that is possessed or controlled by Seller or its Affiliates and is not (A) already in the possession or control of the Company Group or (B) being provided to the Company Group pursuant to the Transition Support Services Agreement; (xi) copies of all documents (e.g., short form agreements) and filings required to be executed or filed by Seller or its Affiliates (other than the Company Group) in connection with the Pre-Closing IP Transfer; and (xii) copies of any customary payoff letters reasonably requested by Purchaser pursuant to Section 5.16(d)(iii).

Seller Deliverables. (i) Seller shall deliver, or cause the Company to deliver, one or more certificates representing the Purchased Shares, duly endorsed in blank or accompanied by a stock power or other instrument of transfer duly executed in blank; (ii) Seller shall deliver a counterpart signature page to the Assignment and Assumption Agreement, duly executed by Seller; (iii) Seller shall deliver a counterpart signature page to the Transition Services Agreement, duly executed by Seller; (iv) Seller shall deliver a counterpart signature page to the Escrow Agreement, duly executed by Seller; (v) Seller shall deliver to Title Insurer at least two (2) business days prior to the Closing Date (or on such other date specified below) the following executed documents, each to be provided separately for each Buyer evidence of the Properties being acquired, release of all Liens on the assets of the Company in form and substance reasonably acceptable to Buyer; (vi) Seller shall deliver to Buyer evidence of all required consents of third Parties in form reasonably acceptable to Buyer; (vii) Seller shall deliver to Buyer evidence reasonably satisfactory to Buyer andthat all Contracts governing intercompany payables and receivables shall automatically terminate and be cancelled effective upon the Closing; (viii) Seller shall deliver (i) a notice to the IRS, in accordance with the requirements of Treasury Regulations Section 1.897-2(h)(2), dated as appropriate, of the Closing Date and executed by Seller (and/or, where appropriate, the Operating Subtenant and other named parties) and acknowledged or notarized: (1) One (1) original of a general warranty deed conveying each parcel of the Real Property to Buyer, subject only to the Permitted Exceptions; (2) if the legal description of the Land set forth on the survey obtained by Buyer (the “Survey Description”) differs from the legal description of the Land set forth on the deed by which Seller acquired title, two (2) originals of a quit claim deed conveying the Real Property to Buyer utilizing the Survey Description; (3) four (4) originals of the Master Lease and each Operating SubleaseCompany, together with letter of credit, security deposit, guaranties and other documents or security required thereby, including, without limitation, written authorization for Buyer to deliver such notice to the guaranty IRS on behalf of the Master Lease by each Guarantor Company after the Closing, and (ii) a certification that the shares of Common Stock are not “United States real property interests” as defined in the Master LeaseSection 897(c) and Secondary Guarantor (as defined in the Mater Lease) in the form attached to Master Lease and (B) the guaranty of the Master Lease by each Code prepared in accordance with the Treasury Regulations under Sections 897 and 1445 of the Operating Subtenants Code (in a form reasonably acceptable to Buyer for purposes of satisfying Buyer’s obligations under Treasury Regulation Section 1.1445-2(c)(3)), in each case, validly executed by a duly authorized officer of the same form as the guaranty referenced in clause Company; and (Aix) of this paragraph, limited Seller shall deliver to the obligations relating applicable payees the Buyer Transaction Expenses pursuant to the Operating Subtenant’s subleased premises and the rent payable under the Operating Sublease; (4) Two (2) originals of a subordination of the Management Agreement, if any, as such term is defined in the Master Lease; (5) as required by the Master Lease, an inter-creditor and subordination agreement by and among the applicable Buyer, Tenant, Operating Subtenant, and Operating Subtenant’s agents and lenders (the “Inter-creditor Agreement”Section 2.6(a), if applicable, in form and substance acceptable to Buyer, Seller and Seller’s agents and lenders;.

Seller Deliverables. At the Closing, the Seller Parties shall deliver to Title Insurer at least two Buyer the following: (2a) business days a bill of sale, assignment and assumption agreement in form and substance satisfactory to Buyer (the “Bill of Sale”) and duly executed by Seller, transferring the Purchased Assets and Assumed Liabilities to Buyer (other than any asset or Liability transferred pursuant to a Deed, Assignment of Intellectual Property Agreement, or any Assignment of Lease); (b) appropriate instruments of transfer for the Purchased Assets subject to certificates of title, in form satisfactory to Buyer, dated as of the Closing Date where applicable, and duly executed and endorsed by Seller or an appropriate authorized signatory; (c) an assignment and assumption of intellectual property agreement in form and substance satisfactory to Buyer (the “Assignment of Intellectual Property Agreement”) dated as of the Closing Date and duly executed by Seller, transferring the Purchased IP to Buyer; (d) special warranty deeds (each a “Deed”) conveying the Owned Real Property to Buyer, together with a duly executed and customary owner’s affidavit and short-term gap indemnity as required by ▇▇▇▇▇’s title company in connection with the issuance of the title insurance policies with respect to the Owned Real Property, in each case in form and substance satisfactory to Buyer and ▇▇▇▇▇’s title company, duly executed and notarized by Seller (collectively the “Real Property Documents”); (e) commitments (the “Commitments”) for title insurance policies insuring good and marketable title to the Owned Real Property, subject only to those exceptions acceptable to Buyer and with such available endorsements as Buyer may require; (f) an assignment and assumption of lease agreement (each, an “Assignment of Lease”), together with (i) if required of any third party under a lease agreement, a consent to assignment and (ii) if obtainable using commercially reasonable efforts, a customary estoppel certificate, in each case in form and substance satisfactory to Buyer, with respect to those certain lease agreements set forth on Section 3.02(f) of the Disclosure Schedules; (g) [reserved]; (h) offer letters, retention agreements and non-competition agreements, in each case in form and substance satisfactory to Buyer (the “Employment Agreements”) dated as of the Closing Date and duly executed by each of the employees of Seller set forth on Section 3.02(h) of the Disclosure Schedules; (i) copies or other satisfactory proof to Buyer of the consents, approvals, waivers, and authorizations set forth on Section 4.02 of the Disclosure Schedules and marked with an asterisk (*); (j) lien release and payoff letters, in form and substance satisfactory to Buyer, from each creditor in respect of the Indebtedness of Seller (other than the Permitted Indebtedness) immediately prior to the Closing (collectively, the “Payoff Letters”); (k) electronic or paper copies of the Records not located at any Owned Real Property or Leased Real Property; (l) an IRS Form W-9 duly executed by ▇▇▇▇▇▇; (m) with respect to each Seller Party, a certificate, in form and substance satisfactory to Buyer, of the Secretary or equivalent officer of such Seller Party dated as of the Closing Date and certifying as to resolutions of such Seller Party, in the Secretary’s or equivalent officer’s capacity as the Secretary or equivalent officer of such Seller Party, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (n) a current good standing certificate (or on equivalent document) dated within five days of the Closing Date for Seller issued by the Secretary of State of North Dakota; and (o) such other date specified below) the following executed customary instruments of transfer, assumption, filings or documents, each to be provided separately for each of the Properties being acquired, all in form and substance reasonably satisfactory to Buyer andBuyer, as appropriate, executed by Seller (and/or, where appropriate, the Operating Subtenant and other named parties) and acknowledged or notarized: (1) One (1) original of a general warranty deed conveying each parcel of the Real Property may be required to Buyer, subject only give effect to the Permitted Exceptions; (2) if the legal description of the Land set forth on the survey obtained by Buyer (the “Survey Description”) differs from the legal description of the Land set forth on the deed by which Seller acquired title, two (2) originals of a quit claim deed conveying the Real Property to Buyer utilizing the Survey Description; (3) four (4) originals of the Master Lease and each Operating Sublease, together with letter of credit, security deposit, guaranties and other documents or security required thereby, including, without limitation, the guaranty of the Master Lease by each Guarantor (as defined in the Master Lease) and Secondary Guarantor (as defined in the Mater Lease) in the form attached to Master Lease and (B) the guaranty of the Master Lease by each of the Operating Subtenants in the same form as the guaranty referenced in clause (A) of this paragraph, limited to the obligations relating to the Operating Subtenant’s subleased premises and the rent payable under the Operating Sublease; (4) Two (2) originals of a subordination of the Management Agreement, if any, as such term is defined in the Master Lease; (5) as required by the Master Lease, an inter-creditor and subordination agreement by and among the applicable Buyer, Tenant, Operating Subtenant, and Operating Subtenant’s agents and lenders (the “Inter-creditor Agreement”), if applicable, in form and substance acceptable to Buyer, Seller and Seller’s agents and lenders;.

Seller Deliverables. Seller shall deliver to Title Insurer at least two (2) business days prior to the Closing Date (or on such other date specified below) the following executed documents, each to be provided separately for each of the Properties being acquired, all in form and substance reasonably satisfactory to Buyer and, as appropriate, executed by Seller (and/or, where appropriate, the Operating Subtenant and other named parties) and acknowledged or notarized: : (1) One (1) original of a general warranty deed conveying each parcel of the Real Property to Buyer, subject only to the Permitted Exceptions; ; (2) if the legal description of the Land set forth on the survey obtained by Buyer (the “Survey Description”) differs from the legal description of the Land set forth on the deed by which Seller acquired title, two (2) originals of a quit claim deed conveying the Real Property to Buyer utilizing the Survey Description; ; (3) four (4) originals of the Master Lease and each Operating Sublease, together with letter of credit, security deposit, guaranties and other documents or security required thereby, including, without limitation, (A) the guaranty of the Master Lease by each Guarantor (as defined in the Master Lease) and Secondary Guarantor (as defined in the Mater Lease) Carillon Assisted Living, LLC in the form attached to the Master Lease and (B) the guaranty of the Master Lease by each of the Operating Subtenants in the same form as the guaranty referenced in clause (A) of this paragraph, limited to the obligations relating to the Operating Subtenant’s subleased premises and the rent sums payable under the Operating Sublease; ; (4) Two two (2) originals of the ▇▇▇▇ of Sale in the form of Exhibit C attached hereto from Seller to Buyer conveying the Tangible Personal Property and the Property Diligence Materials; (5) two (2) originals of an Assignment of Intangible Property in the form of Exhibit D attached hereto; (6) two (2) originals of a subordination Security Agreement in the form of Exhibit E attached hereto, executed by each Operating Subtenant pursuant to which the each Operating Subtenant grants to Buyer a security interest in all of the Management Agreement, if anyLandlord Lien Collateral, as such said term is defined by the Master Lease; (7) original UCC-1 financing statements, as required by Buyer, to be filed to perfect the lien rights granted in the Security Agreement referred to above; (8) two (2) originals of Seller’s assignment to Tenant of Seller’s obligations under the Contracts, and an assumption by Tenant of such obligation; (9) two (2) originals of a settlement statement setting forth the Purchase Price, all prorations and other adjustments to be made pursuant to the terms hereof, and the funds required for Closing as contemplated hereunder; (10) all transfer tax statements, declarations and filings as may be necessary, appropriate or required by local practice for purposes of recordation of the deed; (11) an original good standing certificate for Seller, Tenant, the Operating Subtenants and any guarantor of the Master Lease; and an original resolution of Seller authorizing the sale of the Property to Buyer, of Tenant authorizing the execution and delivery of the Master Lease, of the Operating Subtenants authorizing the execution and delivery of the Operating Subleases, and of any guarantor of the Master Lease authorizing the execution and delivery of such guaranty, together with an incumbency certificate for the officers signing this Agreement and such instruments as may be reasonably required by Buyer; (512) to the extent not previously delivered to Buyer, but only to the extent within Seller’s possession or reasonable control, originals of the Property Diligence Materials and warranties issued to Seller in connection with the construction of the Improvements (it being agreed that in the event such warranties are not assignable to Buyer, Seller shall have such warranties re-issued to Buyer or Tenant, as requested by Buyer); (13) an original certificate as may be required by the Internal Revenue Service pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, or the regulations issued pursuant thereto (the “Code”), certifying the non-foreign status of Seller; (14) such original affidavits or other instruments as the Title Insurer shall require in order to issue policies of title insurance (i) free of any exceptions for unfiled mechanics’ or materialmen’s liens for work performed prior to Closing, (ii) free from the claim of parties in possession other than the Tenant, and (iii) providing for such other customary matters as Title Insurer shall request; (15) such original documentation from Brokers as may be reasonably required to evidence the satisfaction or waiver, and release, of all liens that Brokers may have in connection with a claim for commissions or other compensation due to the Closing of the transaction contemplated by this Agreement, and in form and substance reasonably acceptable to Title Insurer and which will permit Title Insurer to issue its title insurance policy to Buyer without exception for and insuring against such Broker claims. (16) Two (2) original re-certifications by Seller of the representations and warranties of Seller made under this Agreement; (17) An original written waiver of rights, in form and substance reasonably acceptable to Buyer, from each party having a right or option to purchase the Property (or any portion thereof) from Seller; (18) a certificate of insurance or other evidence reasonably satisfactory to Buyer memorializing and confirming that Tenant is then and the Operating Subtenants are maintaining policies of insurance of the types and in the amounts required by the Master Lease, an interin the form required by the Master Lease; (19) Originals of the construction warranties that Seller receives from contractors and subcontractors, re-creditor issued/assigned at Seller’s expense, to or as directed by Buyer; and subordination agreement by Each of the above items shall be provided separately for each of the Properties being acquired. Each of Seller and among Purchaser shall provide the applicable Buyernumber of duplicate originals of the documents referenced above as the other party may reasonably request. Additionally, Tenant, Operating Subtenant, and Operating Subtenantat the request of a party’s agents and lenders (the “Inter-creditor Agreement”), if applicablecounsel, in form advance of Closing, attorneys for the parties shall exchange electronic copies of executed Closing documents (to be held in trust pending Closing) to enable counsel to confirm that all required Closing documents have been executed and substance acceptable to Buyer, Seller and Seller’s agents and lenders;delivered.

Seller Deliverables. Seller shall deliver to Title Insurer at least two (2) business days At or prior to the Closing Date (Closing, the Sellers have delivered to the Purchaser, or on such other date specified below) have caused delivery to the following executed documentsPurchaser, each to be provided separately for each of the Properties being acquiredfollowing: (a) share certificates representing the Purchased Shares, free and clear of any Liens duly endorsed (or accompanied by duly executed stock powers), for transfer to the Purchaser; (b) all consents, approvals, releases and filings set forth on Schedule 1.06(b) attached hereto, on terms reasonably satisfactory to the Purchaser; (c) evidence of termination of all agreements between the Company or any of the Sellers, on the one hand, and any Related Person of the Company or any of the Sellers, on the other hand, in form and substance reasonably satisfactory to Buyer and, as appropriate, executed by Seller the Purchaser; (and/or, where appropriate, the Operating Subtenant and other named partiesd) and acknowledged or notarized: (1) One (1) original of a general warranty deed conveying each parcel certified copies of the Real Property to Buyerresolutions duly adopted by the Sellers’ respective boards of directors in each case, subject only authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and incumbency certificates of each Seller certified by its applicable officers, and the consummation of all Contemplated Transactions, in each case in form and substance satisfactory to the Permitted Exceptions; Purchaser; (2e) if the legal description a certificate of the Land set forth on the survey obtained by Buyer good standing (the “Survey Description”or equivalent) differs from the legal description of the Land set forth on the deed by which Seller acquired title, two (2) originals of a quit claim deed conveying the Real Property to Buyer utilizing the Survey Description; (3) four (4) originals of the Master Lease and each Operating Sublease, together with letter of credit, security deposit, guaranties and other documents or security required thereby, including, without limitation, the guaranty of the Master Lease by each Guarantor (as defined in the Master Lease) and Secondary Guarantor (as defined in the Mater Lease) in the form attached to Master Lease and (B) the guaranty of the Master Lease by each of the Operating Subtenants in the same form as the guaranty referenced in clause (A) of this paragraph, limited to the obligations relating to the Operating Subtenant’s subleased premises and the rent payable under the Operating Sublease; (4) Two (2) originals of a subordination of the Management Agreement, if anySellers, as such term is defined applicable, in the Master Lease; its respective jurisdiction of organization dated within five (5) as required days of the Closing Date; (f) a counterpart of the Flow of Funds, duly executed by each Seller and by Ameriforge; and (g) confirmation from each of Ameriforge, White Oak and CK Pearl that the Master LeaseOutstanding Stakeholder Indebtedness, an inter-creditor other than the portion thereof equal to the Debt Payment, has been forgiven and subordination agreement by and among released prior to the applicable Buyer, Tenant, Operating SubtenantClosing, and Operating Subtenant’s agents a pay-off letter from each of Ameriforge, White Oak and lenders (CK Pearl, evidencing that all residual indebtedness of the “Inter-creditor Agreement”), if applicableCompany thereto has been paid off or released and satisfied in full contemporaneous with the Closing, in form and substance acceptable satisfactory to Buyer, Seller and Seller’s agents and lenders;the Purchaser.