Common use of Seller’s Obligations Clause in Contracts

Seller’s Obligations. The obligation of Sellers to proceed with the Closing is conditioned on the occurrence or completion of the following, or the waiver by Sellers thereof, on or before the Closing Date: (a) The delivery by Purchaser to each Seller of the respective Purchase Price and the delivery by Purchaser to Guarantor of the Guarantee Fee; (b) The delivery to each Seller of the Assignment and Assumption Agreement, duly executed by Purchaser; (c) The execution and delivery by Purchaser, Cypress Canada and the Manager of the Management Agreement, in form and content acceptable to the Manager; (d) The representations and warranties of Purchaser contained herein shall be true and correct on and as of the Closing Date, as if such representations were made by Purchaser as of the Closing Date, and Purchaser shall have delivered to Sellers a certificate certifying same; (e) The delivery by Purchaser to Sellers of evidence reasonably acceptable to Sellers that all limited liability company actions have been taken by Purchaser to authorize the execution and delivery of this Agreement and the transactions contemplated hereby, together with an incumbency certificate regarding the incumbency of Purchaser's Manager; (f) The delivery by Purchaser to Sellers of a legal opinion of Purchaser’s counsel, in form and substance reasonably acceptable to Sellers; (g) The receipt of all applicable approvals, consents, waivers or withholdings from objection of any government entity, authority, agency or subdivision thereof, relating to the transactions contemplated hereby; and (h) The performance by Purchaser or Purchaser’s compliance with all of Purchaser’s other obligations under this Agreement that are to be performed or complied with by it on or prior to the Closing Date.

Seller’s Obligations. The obligation of Sellers At the Closing, Seller shall execute and deliver to proceed Purchaser, and/or cause the execution and delivery by all parties other than Purchaser of, the following with respect to the Closing is conditioned on the occurrence or completion of the following, or the waiver by Sellers thereof, on or before the Closing DateProperty: (a) The delivery by Purchaser to each Seller of That certain special warranty deed (the respective Purchase Price “Deed”) in the form attached hereto as Exhibit B and the delivery by Purchaser to Guarantor of the Guarantee Fee;made a part hereof for all purposes. (b) The delivery to each Seller That certain blanket conveyance, ▇▇▇▇ of sale, assignment and assumption agreement (“▇▇▇▇ of Sale”) in the Assignment form attached hereto as Exhibit C and Assumption Agreement, duly executed by Purchaser;made a part hereof for all purposes. (c) The execution That certain assignment and delivery by Purchaser, Cypress Canada assumption of leases (the “Lease Assignment”) in the form attached hereto as Exhibit D and the Manager of the Management Agreement, in form and content acceptable made a part hereof for all purposes to the Manager;extent that any leases are being assigned. (d) That certain affidavit (the “FIRPTA Affidavit”) in the form attached hereto as Exhibit E and made a part hereof for all purposes. (e) That certain tenant estoppel certificate (the “Tenant Estoppel Certificate”) in the form attached hereto as Exhibit F and made a part hereof for all purposes from the Operating Tenant (as hereinafter defined) (the “Required Estoppel”). The Tenant Estoppel Certificate, in order to be effective, must be dated no earlier than thirty (30) days prior to the Closing Date. The Tenant Estoppel Certificate must be completed to reflect the terms of the Operating Lease. As a condition to Closing, the Tenant Estoppel Certificate must not, unless expressly waived by Purchaser in writing, disclose the following (“Unacceptable Exceptions”): any material defaults or other matters reasonably unacceptable to Purchaser. The completed form of the Tenant Estoppel Certificate must be prepared by Seller and submitted to Purchaser, for Purchaser’s review and reasonable approval (only for compliance with the requirements of this paragraph and not adding additional certification matters), prior to delivery to the Operating Tenant. Purchaser shall deliver any comments to the completed Tenant Estoppel Certificate within three (3) business days following receipt thereof, failing which such completed Tenant Estoppel Certificate shall be deemed approved. Seller agrees to use all reasonable efforts to obtain and deliver to Purchaser the Required Estoppel no later than the third (3rd) business day prior to the Closing Date. Seller will not be in default for failure to deliver the Required Estoppel (or for delivery of a Required Estoppel that contain Unacceptable Exceptions) and Purchaser’s sole recourse for such failure will be to terminate this Contract, release the parties from any further obligations hereunder (except Surviving Obligations), and receive the ▇▇▇▇▇▇▇ Money Deposit. Each party shall be entitled to extend the Closing Date (by giving written notice of extension to the other party at or prior to then-scheduled Closing) for up to fifteen (15) days if the Required Estoppel has not been obtained, in order to allow Seller additional time to attempt to obtain the Required Estoppel. (f) Original counterparts (to the extent available in the possession of Seller, or if not, then copies) of all Leases, lease files (including all correspondence, applications and credit reports), operating agreements, reciprocal easement agreements, options, warranties, guarantees, permits and other agreements related to the Property, including all modifications, supplements or amendments to each of the foregoing. (g) All landlord keys and security devices (including access codes) to the Property that are in the possession of Seller. (h) To the extent necessary to permit the Title Company to remove any exception in the Owner Policy for mechanics’ and materialmen’s liens and general rights of parties in possession, an affidavit as to debts and liens and parties in possession executed by Seller, made to the Title Company and in a form reasonably acceptable to the Title Company, along with such other items reasonably required by the Title Company, including any instruments necessary in order for the Title Company to give extended coverage. (i) Seller’s certification that to the best of Seller’s knowledge, all representations and warranties of Purchaser contained herein shall be true made by Seller under this Contract are true, complete and correct on and in all material respects as of the Closing DateDate (if accurate or, if not accurate, a description of the basis for such inaccuracy). An updated rent roll certified by Seller to be true, complete and correct in all material respects to the best of Seller’s actual knowledge. (j) That certain tenant notification letter (the “Tenant Letter”) in the form attached hereto as if such representations were Exhibit G and made a part hereof for all purposes. (k) Appropriate evidence of Seller’s authority to consummate the transactions contemplated by Purchaser this Contract as may be required by the Title Company. (l) Original counterparts of the Closing Date, and Purchaser shall have delivered to Sellers a certificate certifying same;Statement; and (em) The delivery by Purchaser to Sellers of evidence reasonably acceptable to Sellers that all limited liability company actions have been taken by Purchaser to authorize the execution and delivery of this Agreement and the transactions contemplated hereby, together with an incumbency certificate regarding the incumbency of Purchaser's Manager; (f) The delivery by Purchaser to Sellers of a legal opinion of Purchaser’s counselEstoppel certificates, in form and substance reasonably satisfactory to Purchaser, from all parties to any declarations, business park covenants or other agreements materially affecting all or any portion of the Property, each to the extent designated by Purchaser during the Review Period and in substantially the form attached hereto as Exhibit I and made a part hereof. Seller will not be in default for failure to deliver such estoppel certificates and Purchaser’s sole recourse for such failure will be to terminate this Contract and receive the ▇▇▇▇▇▇▇ Money Deposit. (n) Subordination and nondisturbance agreement in a form attached hereto as Exhibit N or another form reasonably acceptable to Sellers; (g) The receipt of all applicable approvals, consents, waivers or withholdings from objection of any government entity, authority, agency or subdivision thereof, relating to the transactions contemplated hereby; and (h) The performance by Purchaser or Purchaser’s compliance with all of Purchaser’s other obligations under this Agreement that are to be performed or complied with by it on or prior to the Closing Dateand Tenant.

Seller’s Obligations. The obligation of Sellers At Completion, the Seller and/or the Seller’s Guarantor, as applicable, shall deliver or cause to proceed with be delivered to the Closing is conditioned on the occurrence or completion of the following, Purchaser or the waiver by Sellers thereof, on or before the Closing Date:Company (as applicable): 1. The Seller shall deliver (a) The delivery by Purchaser to each Seller a copy of or extracts from the minutes of a meeting of the respective Purchase Price and the delivery by Purchaser to Guarantor directors of the Guarantee Fee; Seller authorising the Seller to enter into and perform its obligations under this Agreement, certified to be a true and complete copy or extract by a director or the secretary of the Seller, and (b) The delivery to each Seller a copy of or extracts from the minutes of a meeting of the Assignment directors of Seller’s Guarantor authorising Seller’s Guarantor to enter into and Assumption Agreement, duly executed by Purchaser; (c) The execution and delivery by Purchaser, Cypress Canada and the Manager of the Management Agreement, in form and content acceptable to the Manager; (d) The representations and warranties of Purchaser contained herein shall be true and correct on and as of the Closing Date, as if such representations were made by Purchaser as of the Closing Date, and Purchaser shall have delivered to Sellers a certificate certifying same; (e) The delivery by Purchaser to Sellers of evidence reasonably acceptable to Sellers that all limited liability company actions have been taken by Purchaser to authorize the execution and delivery of this Agreement and the transactions contemplated hereby, together with an incumbency certificate regarding the incumbency of Purchaser's Manager; (f) The delivery by Purchaser to Sellers of a legal opinion of Purchaser’s counsel, in form and substance reasonably acceptable to Sellers; (g) The receipt of all applicable approvals, consents, waivers or withholdings from objection of any government entity, authority, agency or subdivision thereof, relating to the transactions contemplated hereby; and (h) The performance by Purchaser or Purchaser’s compliance with all of Purchaser’s other perform its obligations under this Agreement that are Agreement, certified to be performed a true and complete copy or complied extract by a director or the secretary of the Seller’s Guarantor. 2. The Seller shall procure that the Additional Shares are credited through the facilities and in accordance with the procedures of DTC to an account or accounts designated by it on the Purchaser. 3. The Seller or the Seller’s Guarantor, as the case may be, shall deliver all other documents, instruments and security expressly required by this Agreement to be delivered by Seller or Seller’s Guarantor to Purchaser as a condition to Completion. 4. The Seller shall deliver written evidence, acceptable to Purchaser, of the release of the Additional Shares from any and all Encumbrances, prior to or upon payment of the Closing DateConsideration by Purchaser in the manner provided in the Agreement. 5. The Seller or the Seller’s Guarantor shall deliver the written voluntary resignation of the appointee from the board of directors of the Company appointed by the Seller’s Guarantor, effective at Completion. 6. The Seller shall deliver executed power(s) of attorney in favour of the Purchaser or as it directs in the agreed form, and such duly executed waivers or consents as may be required to give a good title to the Additional Shares to the Purchaser or as it directs and to enable the Purchaser or other such person to be registered as the holder of the Additional Shares and, pending registration, to exercise all voting and other rights attaching to the Additional Shares. For avoidance of doubt, such power of attorney shall not be effective until all Encumbrances on the Additional Shares are released and the Completion has occurred.

Seller’s Obligations. The obligation of Sellers At the Closing, Seller shall execute and deliver to proceed with Purchaser, and/or cause the Closing is conditioned on the occurrence or completion of execution and delivery by all parties other than Purchaser of, the following, or the waiver by Sellers thereof, on or before the Closing Date: (a) The delivery That certain special warranty deed (the "Deed") in the form attached hereto as Exhibit B and made a part hereof for all purposes, or as approved by Purchaser to each Seller of the respective Purchase Price and the delivery by Purchaser to Guarantor of the Guarantee Fee;Title Company. (b) The delivery to each Seller That certain assignment of leases (the "Assignment of Leases") in the form attached hereto as Exhibit C and Assumption Agreement, duly executed by Purchaser;made a part hereof for all purposes. (c) The execution That certain blanket conveyance, ▇▇▇▇ of sale and delivery by Purchaser, Cypress Canada assignment ("▇▇▇▇ of Sale") in the form attached hereto as Exhibit D and the Manager of the Management Agreement, in form and content acceptable to the Manager;made a part hereof for all purposes. (d) The representations That certain closing memorandum and warranties of Purchaser contained herein shall be true indemnification agreement (the "Closing Memorandum") in the form attached hereto as Exhibit E and correct on and as of the Closing Date, as if such representations were made by Purchaser as of the Closing Date, and Purchaser shall have delivered to Sellers a certificate certifying same;part hereof for all purposes. (e) The delivery by Purchaser to Sellers of evidence reasonably acceptable to Sellers that That certain affidavit (the "FIRPTA Affidavit") in the form attached hereto as Exhibit F and made a part hereof for all limited liability company actions have been taken by Purchaser to authorize the execution and delivery of this Agreement and the transactions contemplated hereby, together with an incumbency certificate regarding the incumbency of Purchaser's Manager;purposes. (f) The delivery by Purchaser to Sellers of That certain tenant notification letter (the "Tenant Letter") in the form attached hereto as Exhibit G and made a legal opinion of Purchaser’s counsel, in form and substance reasonably acceptable to Sellers;part hereof for all purposes. (g) The receipt All keys to all locks on the Property and, to the extent in Seller's possession, original counterparts of all applicable approvalsLeases, consents, waivers or withholdings from objection of any government entity, authority, agency or subdivision thereof, relating Property Contracts and other documents included within the Property. The items referred to in this clause (g) may be delivered at the transactions contemplated hereby; andProperty rather than at the Closing. (h) A current rent roll in the form described in Section 3.03(f) certified by Seller as being true, correct and complete in all material respects as of the date thereof. (i) The performance Owner Policy, provided that the Title Company may deliver the Owner Policy to Purchaser following the Closing in accordance with the Title Company's customary practices. (j) Appropriate evidence of Seller's authority to consummate the transactions contemplated by this Contract. (k) An affidavit of Seller in such form as will cause the Title Company to omit from the title insurance policy the exclusion relating to unrecorded mechanic's and materialmen's liens. (l) Seller shall provide a termination of management agreement executed by Seller and Paragon Residential Services, Inc., without cost to Purchaser. (m) Such other documents as are normally transferred at Closing in Texas or are reasonably requested by Purchaser or Purchaser’s compliance with all its counsel. (n) A representation letter as normally required by auditors of Purchaser’s other obligations under this Agreement that are to be performed or complied with a public company in the form attached hereto as Exhibit H executed by it on or prior to the Seller. This clause shall survive Closing Datefor one year.

Seller’s Obligations. The obligation of Sellers In addition to proceed with the Closing is conditioned on the occurrence or completion of the following, or the waiver any other documents that Purchaser may require to be delivered by Sellers thereofat Closing, on or before Sellers shall deliver to Purchaser at Closing the Closing Datefollowing documents: (a) The delivery by Purchaser to each Seller Executed assignments of all Contracts and Offers (with consents if required) in the respective Purchase Price and the delivery by Purchaser to Guarantor of the Guarantee Feeform attached hereto as Exhibit D; (b) The delivery Executed assignments or consents of all assignable licenses and permits issued to each Seller of the Assignment and Assumption Agreement, duly executed Sellers by Purchaserany governmental entity or vendor; (c) The execution All books, records, and delivery by Purchaser, Cypress Canada and the Manager of the Management Agreement, in form and content acceptable other data relating to the ManagerCompany's business; (d) The representations Instruments of assignment and warranties transfer of Purchaser contained herein shall be true all other property of Sellers directly related to and/or owned by the Company of every kind and correct on description and as of the Closing Date, as if such representations were made by Purchaser as of the Closing Date, and Purchaser shall have delivered to Sellers a certificate certifying samewherever situated; (e) The delivery by Purchaser to Sellers of evidence reasonably acceptable to Sellers that all limited liability company actions have been taken by Purchaser to authorize the execution and delivery of this Agreement and the transactions contemplated hereby, together with an incumbency certificate regarding the incumbency of Purchaser's ManagerExecuted Employment Agreement; (f) The delivery by Purchaser to Sellers of a legal opinion of Purchaser’s counsel, Sellers' Certificate as provided for in form and substance reasonably acceptable to SellersSection 8.5 hereof; (g) The receipt of all applicable approvals, consents, waivers or withholdings from objection of any government entity, authority, agency or subdivision thereof, relating to the transactions contemplated hereby; andChief Financial Officer's Certificate as provided for in Section 8.7 hereof; (h) The performance by consents as provided for in Section 8.8 hereof; (i) The Manufacturing Agreement; 18 (j) Such other documents as Purchaser or its counsel or any lender or lessor of Purchaser may reasonably request in order to effectuate the transactions contemplated under this Agreement. Sellers, at any time before or after the Closing, will execute, acknowledge, and deliver any further deeds, assignments, conveyances, and other assurances, documents, and instruments of transfer, reasonably requested by Purchaser’s compliance , and will take any other action consistent with all the terms of Purchaser’s other obligations under this Agreement that are may reasonably be requested by Purchaser, for the purpose of assigning, transferring, granting, conveying, and confirming to Purchaser, or reducing to possession, any or all property to be performed conveyed and transferred by this Agreement. If requested by Purchaser, Sellers further agree to prosecute or complied with otherwise enforce in its own name for the benefit of Purchaser, any claims, rights, or benefits that are transferred to Purchaser by it on this Agreement and that require prosecution or prior to enforcement in Sellers' name. Any prosecution or enforcement of claims, rights, or benefits under this Section shall be solely at Purchaser's expense, unless the Closing Dateprosecution or enforcement is made necessary by a breach of this Agreement by Sellers.

Seller’s Obligations. The obligation of Sellers At the Closing, Seller shall deliver to proceed with the Closing is conditioned on the occurrence or completion of Purchaser the following, or the waiver by Sellers thereof, on or before the Closing Date: (a) The delivery by ▇▇▇▇ of Sale and Assignment and Assumption in the form of EXHIBIT 5.2(a) and such other instruments of transfer which may be reasonably necessary to transfer to Purchaser all of Seller's rights, title and interest in and to each Seller of the respective Purchase Price Purchased Assets, all in form and the delivery by Purchaser substance satisfactory to Guarantor of the Guarantee FeePurchaser; (b) The delivery All books, records and other data relating to each Seller of the Assignment and Assumption Agreement, duly executed by PurchaserBusiness (other than its corporate records); (c) The execution Assignments of all leaseholds, properly executed and delivery acknowledged by PurchaserSeller, Cypress Canada and accompanied by all consents of lessors required by this Agreement and the Manager of the Management Agreement, in form and content acceptable to the Managerleases being assigned; (d) The representations Executed counterparts of all novation agreements with the United States Government, its agencies and warranties of Purchaser contained herein shall be true and correct on and as of the Closing Date, as if such representations were made by Purchaser as of the Closing Dateinstrumentalities, and Purchaser shall have delivered to Sellers a certificate certifying sameany other persons requiring them; (e) The delivery by Purchaser to Sellers Instruments of evidence reasonably acceptable to Sellers that assignment and transfer of all limited liability company actions have been taken by Purchaser to authorize the execution other property of Seller of every kind and delivery of this Agreement description and the transactions contemplated hereby, together with an incumbency certificate regarding the incumbency of Purchaser's Managerwherever situated; (f) The delivery Properly executed and acknowledged titles and other instruments of transfer to all motor vehicles owned by Purchaser to Sellers of a legal opinion of Purchaser’s counsel, in form and substance reasonably acceptable to Sellers;Seller; and (g) The receipt updates required by Section 2.14 (indebtedness) and Section 2.23 (Accounts Receivable). Seller, at any time before or after the Closing, will execute, acknowledge and deliver any further deeds, assignments, conveyances and other assurances, documents and instruments of all applicable approvalstransfer, consentsreasonably requested by Purchaser, waivers or withholdings from objection and will take any other action consistent with the terms of any government entity, authority, agency or subdivision thereof, relating to the transactions contemplated hereby; and (h) The performance by Purchaser or Purchaser’s compliance with all of Purchaser’s other obligations under this Agreement that are may reasonably be requested by Purchaser, for the purpose of assigning, transferring, granting, conveying and confirming to Purchaser, or reducing to possession, any or all property to be performed conveyed and transferred by this Agreement. If requested by Purchaser, Seller further agrees to prosecute or complied with otherwise enforce in its own name for the benefit of Purchaser, any claims, rights or benefits that are transferred to Purchaser by it on this Agreement and that require prosecution or prior to enforcement in Seller's name. Any prosecution or enforcement of claims, rights or benefits under this Section shall be solely at Purchaser's expense, unless the Closing Dateprosecution or enforcement is made necessary by a breach of this Agreement by Seller.

Seller’s Obligations. The obligation At Closing Seller shall furnish, at Seller’s expense: (i) tax statements showing no delinquent taxes on the Property; (ii) the Deed conveying good and indefeasible title to the Property subject only to the Permitted Exceptions and with no parties in possession of Sellers any portion of the Property as lessees, tenants at sufferance, or trespassers except only with respect to proceed a short-term leaseback agreement by and between Seller and Buyer expiring no later than June 30, 2025 in the form attached hereto as Exhibit “B”; (iii) an Assignment, in the form attached hereto as Exhibit “C”, selling, assigning, transferring, and conveying to Buyer the Development Rights and any other personal property or general intangibles associated with or related to the Property and deemed reasonably appropriate by Buyer; (iv) a Form IRS W-9; (v) a “non-foreign person” affidavit to comply with the Closing is conditioned on the occurrence or completion requirements of the following, or the waiver by Sellers thereof, on or before the Closing Date: (a) The delivery by Purchaser to each Seller of the respective Purchase Price and the delivery by Purchaser to Guarantor of the Guarantee Fee; (b) The delivery to each Seller of the Assignment and Assumption Agreement, duly executed by Purchaser; (c) The execution and delivery by Purchaser, Cypress Canada and the Manager of the Management Agreement, in form and content acceptable to the Manager; (d) The representations and warranties of Purchaser contained herein shall be true and correct on and as of the Closing DateForeign Investment In Real Property Tax Act, as if such representations were made by Purchaser as of the Closing Dateamended, and Purchaser shall have delivered to Sellers a certificate certifying same; applicable IRS Regulations; (evi) The delivery by Purchaser to Sellers of evidence reasonably acceptable to Sellers the Title Company and Buyer that each person executing the closing documents is legally capable and authorized to execute such documents and to bind Seller, and (vii) such other documents as are customarily executed in the State where the Property is located in connection with the sale of real property, including all limited liability company actions have been taken required closing statements and any other instruments that may be required by Purchaser to authorize the execution and delivery Title Company or by the express terms of this Agreement Contract. Seller shall furnish to Buyer at Seller’s expense the ALTA standard form of Owner’s Policy of Title Insurance consistent with the Commitment approved by Buyer (the “Title Policy”), issued by the Title Company in the amount of the Purchase Price, dated at or after Closing, insuring Buyer against loss under the provisions of the Title Policy, subject only to the Permitted Exceptions and the transactions contemplated hereby, together with an incumbency certificate regarding standard printed exceptions contained in the incumbency promulgated form of Purchaser's Manager; Title Policy; provided however that: (fi) The delivery by Purchaser to Sellers the rights of a legal opinion of Purchaser’s counsel, parties in form and substance reasonably acceptable to Sellers; possession shall be deleted; (gii) The receipt of all applicable approvals, consents, waivers or withholdings from objection of any government entity, authority, agency or subdivision thereof, relating the standard exception for taxes shall be limited to the transactions contemplated hereby; and (h) The performance by Purchaser or Purchaser’s compliance with all of Purchaser’s other obligations under this Agreement that are to be performed or complied with by it on or prior to year in which the Closing Dateoccurs, marked “Not Yet Due And Payable”; and (iii) such endorsements as are available and requested by Buyer shall be included at the expense of Buyer.

Seller’s Obligations. The obligation of Sellers Seller shall cause to proceed with the be delivered to Title Company at Closing is conditioned on the occurrence or completion all of the followingfollowing instruments, or the waiver by Sellers thereofeach of which shall have been duly executed and, where applicable, acknowledged and/or sworn, on or before the Closing Datebehalf of Seller: (ai) The delivery A Special Warranty Deed conveying title to the Real Property, subject only to the items of record approved by Purchaser to each Seller of the respective Purchase Price and the delivery by Purchaser to Guarantor of the Guarantee Feeunder Section 5 hereof; (bii) The delivery to each Seller A B▇▇▇ of Sale and General Assignment conveying the Personal Property, free and clear of all liens and encumbrances; (iii) An Assignment and Assumption of Maintenance Agreements (“Assignment of Agreements”) (iv) Assignment and Assumption of Space Leases, with tenant estoppels from all tenants under the Tenant Leases in form reasonably acceptable to Purchaser (“Assignment of Tenant Leases”); (v) An Assignment of Franchise Agreement (if applicable); (vi) An Interim Liquor License (as contemplated in Section 16, if applicable); (vii) Certificate(s)/Registration of Title for any vehicle owned by the Seller and used in connection with the Property (if any); (viii) A duly executed affidavit stating: its United States Taxpayer Identification Number for federal income tax purposes and that such Seller is not a “foreign person” within the meaning of Section 1445, et seq., of the Internal Revenue Code; (ix) All documents necessary to effectuate the Loan Assumption (collectively, the “Loan Assumption Documents”); (x) A “bring down certificate” with respect to Seller’s representations and warranties (as contemplated in Section 9); (xi) Such further instruments of conveyance, assignments, approvals, waivers, consents, confirmations, releases, and other documents as may be reasonably necessary to effectuate the indemnity obligations of the Seller as set forth in Section 11.I hereof and as may be reasonably necessary to effectuate the sale and transfer of all title, ownership, and possessory rights in and to the Assets to Purchaser, and to otherwise consummate and evidence the capacity and authority of Seller to consummate the transactions contemplated herein; (xii) Owner’s Policy of Title Insurance issued without standard exceptions in the amount of the Purchase Price issued by the Title Company insuring that Purchaser is the owner of the Real Property subject only to the items of record approved by Purchaser under Section 5 hereof; (xiii) Seller shall certify as true and correct the Inventory Schedules identified on Exhibits “B”. The costs for any orders placed by Seller which exceed the re-order level described on the Inventory Schedules, shall be the sole responsibility of Seller and Seller shall provide Purchaser with a credit at Closing for all such amounts; (xiv) Seller shall deliver to Purchaser reasonable evidence of payment of all outstanding obligations, including, without limitation, all federal, state and local tax liabilities, and in the event Purchaser may have any successor liability with respect to any such taxes, Seller shall also furnish Purchaser with tax clearance certificates confirming that all such taxes have been paid in full; and (xv) A duly executed closing statement taking into account all prorations and adjustments required pursuant to the terms of this Agreement, duly executed including without limitation, all impounds under the Loan. The Seller shall also deliver, or otherwise make available to Purchaser at the Property: (i) Possession of the Assets; (ii) Copies of all room reservations and service and maintenance records not previously delivered to Purchaser, together with correspondence and other records pertaining thereto which Purchaser will reasonably require in the future operation of the Assets and if requested by Purchaser, Seller shall cause its records pertaining to the Hotel to be electronically transferred from Seller to Purchaser; (ciii) The execution all original Warranties, Guarantees, Tenant Leases, Maintenance Agreements and delivery by Purchaser, Cypress Canada Licenses and the Manager of the Management Agreement, in form and content acceptable to the ManagerPermits; (div) The representations and warranties of Purchaser contained herein shall be true and correct on and as of the Closing Date, as if such representations were made by Purchaser as of the Closing DateKeys or codes to all doors to, and Purchaser shall have delivered to Sellers a certificate certifying same; (e) The delivery by Purchaser to Sellers of evidence reasonably acceptable to Sellers that all limited liability company actions have been taken by Purchaser to authorize equipment and utility rooms located on, the execution Real Property, computer systems, telephone systems, lock systems and delivery of this Agreement and the transactions contemplated hereby, together with an incumbency certificate regarding the incumbency of Purchaser's Manager; (f) The delivery by Purchaser to Sellers of a legal opinion of Purchaser’s counsel, in form and substance reasonably acceptable to Sellers; (g) The receipt of all applicable approvals, consents, waivers or withholdings from objection of any government entity, authority, agency or subdivision thereof, relating to the transactions contemplated hereby; and (h) The performance by Purchaser or Purchaser’s compliance with all of Purchaser’s other obligations under this Agreement that are to be performed or complied with by it on or prior to the Closing Datevoice mail.

Seller’s Obligations. The obligation of Sellers to proceed with the Closing is conditioned on the occurrence or completion of the following, or the waiver by Sellers thereof, on or before On the Closing Date, Seller shall deliver to Purchaser: (a) The delivery by such bills of sale, endorsements, assignments, and other appropriate instruments of conveyance, all in form and substance reasonably satisfactory to legal counsel for Purchaser as shall be necessary to each Seller for the purpose of transferring, assigning, and conveying to Purchaser on the respective Purchase Price Closing Date all of Seller's light, title, and interest in and to the Business and the delivery Business Assets in accordance with the terms and conditions hereof, and to otherwise consummate the transactions contemplated by Purchaser to Guarantor of this Agreement, including, without limitation, the Guarantee FeeFacility Documents; (b) The delivery to each Seller the legal opinion of Seller's Assistant General Counsel, dated as of the Assignment and Assumption AgreementClosing Date, duly executed by in a form reasonably satisfactory to legal counsel for Purchaser; (c) The execution the Contracts, Business Records, and delivery by Purchaser, Cypress Canada and the Manager of the Management Agreement, in form and content acceptable similar written documents pertaining or relating to the ManagerBusiness Assets; (d) The representations a Certificates of Good Standing for Seller's issued by the Secretary of States of New York and warranties of Purchaser contained herein shall be true and correct on and as of the Closing Date, as if such representations were made by Purchaser as of the Closing Date, and Purchaser shall have delivered to Sellers a certificate certifying sameOhio; (e) The delivery a certificate signed by Purchaser to Sellers Seller's Secretary or Assistant Secretary which certifies (i) the resolutions of evidence reasonably acceptable to Sellers that all limited liability company actions have been taken by Purchaser to authorize the execution Board of Directors of Seller approving and delivery authorizing the execution, delivery, and performance of this Agreement and the instruments, documents, and transactions contemplated hereby, together with an incumbency certificate regarding herein and (ii) the incumbency names and signatures of Purchaser's Managerthe officers of the Purchaser authorized to execute and deliver all such instruments; (f) The delivery by all contracts, files, documents, data, records, and information of Seller relating to the conduct of the ASD business or the Business Assets, all of which may be delivered to the custody of Purchaser to Sellers at offices of a legal opinion of Purchaser’s counsel, in form and substance reasonably acceptable to Sellersthe Business; (g) The receipt UCC termination statements necessary to release any UCC-1 statements (if any) affecting the Business Assets; (h) copies of all applicable approvals, consents, assignments, and waivers or withholdings from objection received by Seller for the consummation of any government entity, authority, agency or subdivision thereof, relating to the transactions transaction contemplated herebyby this Agreement; and (hi) The performance by Purchaser or Purchaser’s compliance with all of Purchaser’s other obligations under this Agreement that are documents required to be performed or complied with delivered by it on or prior Seller to Purchaser at Closing under the Closing Dateprovisions of this Agreement.

Seller’s Obligations. The obligation of Sellers At the Closing, Seller shall deliver to proceed with the Closing is conditioned on the occurrence or completion of Buyer the following, or in such form, where appli- cable, as is set forth in the waiver by Sellers thereof, on or before the Closing Daterespective EXHIBITS annexed hereto: (a) The delivery by Purchaser to each Seller a certificate of the respective Purchase Price President or Vice President and Treasurer or Assistant Treasurer of Seller that the delivery by Purchaser to Guarantor of the Guarantee Fee; (b) The delivery to each Seller of the Assignment and Assumption Agreement, duly executed by Purchaser; (c) The execution and delivery by Purchaser, Cypress Canada and the Manager of the Management Agreement, in form and content acceptable to the Manager; (d) The representations and warranties of Purchaser contained herein shall be Seller set forth in this Agreement are true and correct in all material respects as of the Closing Date with the same effect as though given on and as of the Closing Date; (b) an executed ▇▇▇▇ of Sale; (c) Executed assignments, as if such representations were made by Purchaser as including the Patent Assignment, the U.S. Trademark Assignment, the General Assignment and ▇▇▇▇ of Sale, the Permit Assignment, the Contract Assignment, and the Tank Lease Assignment in the form attached hereto; (d) an executed Deed in recordable form and keys to all portions of the Closing Date, and Purchaser shall have delivered to Sellers a certificate certifying sameReal Property; (e) The delivery by Purchaser an executed copy of the Assumption Agree- ment; the Non-competition Agreement; the Seller Services Agree- ment; the Requirements Manufacturing Agreement; the Lease; the Foreign Supply Agreement; the Trademark License; and (f) a written opinion of Seller's Vice Presi- dent and General Counsel, addressed to Sellers Buyer, dated the Closing Date and satisfactory in scope and substance to counsel of evidence reasonably acceptable Buyer, to Sellers the effect that all limited liability company actions have been taken by Purchaser (i) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Maine; (ii) Seller has full corporate power and authority to authorize sell, assign, convey, transfer and deliver the Assets to Buyer in accordance with the terms of this Agreement; and (iii) the execution and delivery by the Seller of this Agreement and the consummation of the transactions contemplated herebyhereby have been duly and validly authorized by all necessary corporate action on the part of Seller, together and this Agreement and each agreement and commitment of Seller pursuant to this Agreement are legal, valid and binding obligations of Seller enforceable against Seller in accordance with an incumbency their respective terms, except to the extent limited by general principles of equity and by bankruptcy, insolvency or other similar laws and general equitable principles affecting the rights of creditors generally. In rendering the foregoing opinion, such counsel shall be entitled to rely, as to matters of law of any jurisdiction, upon the written opinion of local counsel. Seller shall also deliver to Buyer at or before Clos- ing: (g) a certificate regarding of occupancy dated no earlier than ton (10) days prior to Closing, if such certificate is available from or customarily deliverable by the incumbency municipality, from the municipality in which the Real Property is located providing that the existing use of Purchaser's Managerthe Real Property is not in violation of the applicable zoning laws and ordinances and that there are no outstanding notices of any uncorrected violations of the applicable zoning, housing, building, safety or fire ordi- nances, if such certificates are provided under applicable laws or ordinances; (fh) The delivery by Purchaser such affidavits as Buyer's title company shall reasonably and/or customarily require with respect to Sellers of a legal opinion of Purchaser’s counselmechanics liens; and (i) an executed, recordable easement, in form and substance reasonably acceptable satisfactory to Sellers; (g) The receipt of all applicable approvalsBuyer, consentsgranting Buyer the right to maintain, waivers or withholdings from objection of any government entityrepair, authoritypatrol, agency or subdivision thereofuse, relating to replace, inspect and operate the transactions contemplated hereby; and (h) The performance by Purchaser or Purchaser’s compliance with all of Purchaser’s other obligations under this Agreement sanitary sewer line that are currently serves the Real Property and crosses land to be performed or complied retained by Seller. Seller shall cause all entities with by it 1iens on or prior the property subject to such easement, other than government entities with tax liens on the Closing Dateproperty, to subordinate of record their liens to such easement.

Seller’s Obligations. The obligation of Sellers At the Closing, Seller shall execute and deliver to proceed Purchaser, and/or cause the execution and delivery by all parties other than Purchaser of, the following with respect to the Closing is conditioned on the occurrence or completion of the following, or the waiver by Sellers thereof, on or before the Closing DateProperty: (a) The delivery by Purchaser to each Seller of That certain special warranty deed (the respective Purchase Price “Deed”) in the form attached hereto as Exhibit B and the delivery by Purchaser to Guarantor of the Guarantee Fee;made a part hereof for all purposes. (b) The delivery to each Seller That certain blanket conveyance, ▇▇▇▇ of sale and assignment (“▇▇▇▇ of Sale”) in the Assignment form attached hereto as Exhibit C and Assumption Agreement, duly executed by Purchaser;made a part hereof for all purposes. (c) The execution That certain affidavit (the “FIRPTA Affidavit”) in the form attached hereto as Exhibit D and delivery by Purchaser, Cypress Canada and the Manager of the Management Agreement, in form and content acceptable to the Manager;made a part hereof for all purposes. (d) The If requested by Purchaser, a tenant estoppel certificate (the “Tenant Estoppel Certificate”) in the form attached hereto as Exhibit E and made a part hereof for all purposes from the Tenant (the “Required Estoppel”). Seller will not be in default for failure to deliver such Required Estoppel and Purchaser’s sole recourse for such failure will be to terminate the Contract and receive the ▇▇▇▇▇▇▇ Money. (e) In the event there is an option to purchase or a right of first refusal to purchase any portion of the Property, then Seller shall provide evidence acceptable to Purchaser and Purchaser’s Lender, confirming that such right of first refusal has been waived with respect to the transfer of equitable ownership of the Property to Purchaser and/or Purchaser’s affiliates. (f) All landlord keys to the Property. (g) To the extent necessary to permit the Title Company to remove any exception in the Owner Policy for mechanics’ and materialmen’s liens and general rights of parties in possession, an affidavit as to debts and liens and parties in possession executed by Seller, made to Purchaser and the Title Company and in a form reasonably acceptable to the Title Company, along with a GAP Affidavit and any other items reasonably required by the Title Company. (h) Seller’s certification that all representations and warranties of Purchaser contained herein shall be true made by Seller under this Contract are true, complete and correct on and in all material respects as of the Closing DateDate (if accurate or, as if such representations were made by Purchaser as not accurate, a description of the Closing Datebasis for such inaccuracy). An updated rent roll certified by Seller to be true, complete and Purchaser shall have delivered correct in all material respects to Sellers a certificate certifying same;the best of Seller’s actual knowledge. (ei) The delivery by Purchaser That certain tenant notification letter (the “Tenant Letter”) in the form attached hereto as Exhibit F and made a part hereof for all purposes. (j) Appropriate evidence of Seller’s authority to Sellers of evidence reasonably acceptable to Sellers that all limited liability company actions have been taken by Purchaser to authorize the execution and delivery of this Agreement and consummate the transactions contemplated hereby, together with an incumbency certificate regarding by this Contract as may be required by the incumbency of Purchaser's Manager;Title Company. (fk) The delivery by Purchaser to Sellers of a legal opinion of Purchaser’s counselEstoppel certificates, in form and substance reasonably acceptable satisfactory to Sellers;Purchaser, from all parties to any declarations, business park covenants or other agreements materially affecting all or any portion of the Property, each to the extent designated by Purchaser during the Review Period and in substantially the form attached hereto as Exhibit G and made a part hereof. Seller will not be in default for failure to deliver such estoppel certificates and Purchaser’s sole recourse for such failure will be to terminate this Contract and receive the ▇▇▇▇▇▇▇ Money Deposit. (gl) The receipt Two (2) counterparts of all applicable approvals, consents, waivers or withholdings from objection of any government entity, authority, agency or subdivision thereof, relating to the transactions contemplated hereby; and (h) The performance Lease signed by Purchaser or Purchaser’s compliance with all of Purchaser’s other obligations under this Agreement that are to be performed or complied with by it on or prior to the Closing DateTenant.

Seller’s Obligations. The obligation of Sellers Seller to proceed with the Closing is conditioned on the occurrence or completion of the following, or the waiver by Sellers Seller thereof, on or before the Closing Date: (ai) The delivery by Purchaser to each Seller of the respective Purchase Price and the delivery by Purchaser to Guarantor of the Guarantee FeeClosing Date Payment; (bii) The delivery to each Seller of the Assignment and Assumption Agreement▇▇▇▇ of Sale, duly executed by Purchaser; (ciii) The execution and delivery to Seller of the Instrument of Assumption, duly executed by Purchaser, Cypress Canada ; (iv) The delivery to Seller and the Manager of the Management Agreement, Residual Sharing Agreement in form and content substance acceptable to the Seller and Manager; (d) , duly executed by Purchaser; The representations and warranties of Purchaser contained herein shall be true and correct on and as of the Closing Date, as if such representations were made by Purchaser as of the Closing Date, and Purchaser shall have delivered to Sellers Seller a certificate certifying the same; (e) ; The delivery by Purchaser to Sellers Seller of evidence reasonably acceptable to Sellers Seller that all limited liability company actions have been taken by Purchaser to authorize the execution and delivery of this Agreement, the Management Agreement and the Residual Sharing Agreement and the transactions contemplated herebyhereby and thereby, together with an incumbency certificate regarding the incumbency and authority of the officers of Purchaser's Manager; (f) ; The delivery by Purchaser to Sellers Seller of a legal opinion of Purchaser’s counsel, counsel in form and substance reasonably acceptable to Sellers; (g) The receipt of Seller; and Purchaser shall have performed and complied in all applicable approvals, consents, waivers or withholdings from objection of any government entity, authority, agency or subdivision thereof, relating to the transactions contemplated hereby; and (h) The performance by Purchaser or Purchaser’s compliance material respects with all of Purchaser’s other its covenants and obligations under this Agreement that are hereunder, and Purchaser shall have delivered to be performed or complied with by it on or prior to Seller a certificate certifying the Closing Datesame.

Seller’s Obligations. The obligation of Sellers At the Closing, Seller shall deliver to proceed with the Closing is conditioned on the occurrence or completion of Purchaser the following, or the waiver by Sellers thereof, on or before the Closing Date: (ai) The delivery A Lease for each Property, duly executed by the Tenant and, if applicable, the Guarantor in the form mutually agreed upon prior to expiration of the Due Diligence Period. (ii) A Special Warranty Deed for each Property in a mutually approved form, duly executed and acknowledged by Seller, conveying to Purchaser good and marketable title in fee simple to the Land and Improvements in defeasible fee simple free and clear of any lien, encumbrance or exception other than the Permitted Title Exceptions. (iii) Bill of Sale for each Property in the form attached hereto as Exhibit “C”, duly executed and acknowledged by S▇▇▇▇▇, conveying to Purchaser any and all personal property physically attached to the Building (excluding, however, T▇▇▇▇▇’s Personal Property), free and clear of any lien or encumbrance other than the Permitted Title Exceptions. (iv) Assignment of all assignable warranties and guaranties and service contracts in connection with each Property by way of an Assignment and Assumption of Warranties, Guaranties and Service Contracts in the form attached hereto as Exhibit “D”. (v) An Estoppel Certificate for each Lease, duly executed by the Tenant. (vi) A SNDA for each Lease, duly executed by the Tenant. (vii) An affidavit pursuant to the Foreign Investment and Real Property Tax Act in the form attached hereto as Exhibit “E”. (viii) An affidavit acceptable to Purchaser and the Title Company stating that Seller has sole and exclusive possession of the Property and stating, among other things which may be reasonably required by Purchaser and Title Company to each Seller provide extended coverage, that all improvements, additions, alterations, repairs or any changes of any kind whatsoever made to the respective Property have been paid in full, together with such other documentation reasonably required by Purchaser or Title Company. (ix) An original of a closing statement setting forth the Purchase Price and the delivery closing adjustments (the “Closing Statement”) in form reasonably satisfactory to Purchaser and Seller. (x) All books and records with respect to the Property located at the Property or held by Purchaser or for the account of Seller, including, without limitation, plans and specifications and lease applications, as available. (xi) Evidence of payment to Guarantor the Broker. (xii) Possession of the Guarantee Fee; Property to Purchaser vacant and free of any right of possession or claim to right of possession by any party (b) The delivery to each Seller of the Assignment and Assumption Agreement, duly executed by Purchaser; (c) The execution and delivery by Purchaser, Cypress Canada and the Manager of the Management Agreement, in form and content acceptable subject only to the Manager; (dLease for the Property) The representations and warranties of Purchaser contained herein shall be true and correct on and as of the Closing Date, as if such representations were made by Purchaser as of the Closing Date, and Purchaser shall have delivered to Sellers a certificate certifying same; (e) The delivery by Purchaser to Sellers of evidence reasonably acceptable to Sellers that all limited liability company actions have been taken by Purchaser to authorize the execution and delivery of this Agreement and the transactions contemplated hereby, together with an incumbency certificate regarding the incumbency of Purchaser's Manager; (f) The delivery by Purchaser to Sellers of a legal opinion of Purchaser’s counsel, in form and substance reasonably acceptable to Sellers; (g) The receipt of all applicable approvals, consents, waivers or withholdings from objection of any government entity, authority, agency or subdivision thereof, relating keys to the transactions contemplated hereby; and (h) The performance by Purchaser or Purchaser’s compliance with all of Purchaser’s other obligations under this Agreement that are to be performed or complied with by it on or prior to the Closing DateProperty.

Seller’s Obligations. The obligation of Sellers At the Closing, Seller shall deliver to proceed with the Closing is conditioned on the occurrence or completion of Purchaser the following, or the waiver by Sellers thereof, on or before the Closing Date: (a) The delivery by ▇▇▇▇ of Sale and Assignment and Assumption in the form of Exhibit A and such other instruments of transfer which may be reasonably necessary to transfer to Purchaser all of Seller's rights, title and interest in and to each Seller of the respective Purchase Price Purchased Assets, all in form and the delivery by Purchaser substance satisfactory to Guarantor of the Guarantee FeePurchaser; (b) The delivery All books, records and other data relating to each Seller of the Assignment and Assumption Agreement, duly executed by PurchaserBusiness (other than its corporate records); (c) The execution and delivery by Purchaser, Cypress Canada and the Manager All of the Management AgreementPurchased Assets, including the Software under Development/R&D, Furniture, Fixtures and Equipment, Inventory and all other additional items of tangible property, including those specified in form and content acceptable to the ManagerSections 1.1(a) through (h) above; (d) The representations Certified resolutions and warranties of Purchaser contained herein shall be true and correct on and as of the Closing Date, as if such representations were made charter documents required by Purchaser as of the Closing Date, and Purchaser shall have delivered to Sellers a certificate certifying sameSection 6.9; (e) The delivery Officer's Certificate required by Purchaser to Sellers of evidence reasonably acceptable to Sellers that all limited liability company actions have been taken by Purchaser to authorize the execution and delivery of this Agreement and the transactions contemplated hereby, together with an incumbency certificate regarding the incumbency of Purchaser's ManagerSection 6.4; (f) The delivery consents required by Purchaser to Sellers of a legal opinion of Purchaser’s counselSections 2.24, in form 4.12 and substance reasonably acceptable to Sellers;6.6; and (g) The receipt An Assignment of all applicable approvalsPatent in the form attached hereto as Exhibit B with respect to each patent identified on Schedule 2.12, consentsduly executed by Seller and any other person who may have rights with respect thereto; and Seller, waivers at any time before or withholdings from objection after the Closing, will execute, acknowledge and deliver any further assignments, conveyances and other assurances, documents and instruments of transfer, reasonably requested by Purchaser, and will take any government entity, authority, agency or subdivision thereof, relating to other action consistent with the transactions contemplated hereby; and (h) The performance by Purchaser or Purchaser’s compliance with all terms of Purchaser’s other obligations under this Agreement that are may reasonably be requested by Purchaser, for the purpose of assigning, transferring, granting, conveying and confirming to Purchaser, or reducing to possession, any or all property to be performed conveyed and transferred by this Agreement. If requested by Purchaser, Seller further agrees to prosecute or complied with otherwise enforce in its own name for the benefit of Purchaser, any claims, rights or benefits that are transferred to Purchaser by it on this Agreement and that require prosecution or prior to enforcement in Seller's name. Any prosecution or enforcement of claims, rights or benefits under this Section shall be solely at Purchaser's expense, unless the Closing Dateprosecution or enforcement is made necessary by a breach of this Agreement by Seller.

Seller’s Obligations. The obligation of Sellers At the Closing, Seller shall deliver to proceed with the Closing is conditioned on the occurrence or completion of Purchaser the following, or the waiver by Sellers thereof, on or before the Closing Date: (a) The delivery by Instruments of transfer transferring to Purchaser all of Seller's rights, title, and interest in and to each Seller of the respective Purchase Price Purchased Assets, all in form and the delivery by Purchaser substance satisfactory to Guarantor of the Guarantee FeePurchaser; (b) The delivery All books, records, and other data relating to each Seller of the Assignment and Assumption Agreement, duly executed by PurchaserBusiness (other than its corporate records); (c) The execution Instruments of assignment and delivery by Purchaser, Cypress Canada transfer of all other Purchased Assets of every kind and the Manager of the Management Agreement, in form description and content acceptable to the Managerwherever situated; (d) The representations and warranties of Purchaser contained herein shall be true and correct on and Certified resolutions as of the Closing Date, as if such representations were made by Purchaser as of the Closing Date, and Purchaser shall have delivered to Sellers a certificate certifying sameprovided for in Section 2.20 hereof; (e) The delivery by Purchaser to Sellers Evidence of evidence reasonably acceptable to Sellers that the satisfaction of all limited liability company actions have been taken by Purchaser to authorize the execution and delivery requirements of this Agreement and the transactions contemplated hereby, together with an incumbency certificate regarding the incumbency of Purchaser's ManagerSection 4; (f) The delivery All documents required by Purchaser law to Sellers effect the change of Seller's name to a legal opinion of Purchaser’s counsel, in form name not similar to Western International University and substance reasonably acceptable a consent to Sellers;use a similar name executed by Western International University Endowment Foundation; and (g) The receipt All audited financial statements, tax returns, including sales tax returns and property tax returns for the past three (3) years. Seller, at any time before or after the Closing, will execute, acknowledge, and deliver any further deeds, assignments, conveyances, and other assurances, documents and instruments of all applicable approvalstransfer, consentsreasonably requested by Purchaser, waivers or withholdings from objection and will take any other action consistent with the terms of any government entity, authority, agency or subdivision thereof, relating to the transactions contemplated hereby; and (h) The performance by Purchaser or Purchaser’s compliance with all of Purchaser’s other obligations under this Agreement that are may reasonably be requested by Purchaser, for the purpose of assigning, transferring, granting, conveying, and confirming to Purchaser, or reducing to possession, any or all property to be performed conveyed and transferred by this Agreement. If requested by Purchaser, Seller further agrees to prosecute or complied with otherwise enforce in its own name for the benefit of Purchaser, any claims, rights, or benefits that are transferred to Purchaser by it on this Agreement and that require prosecution or prior to enforcement in Seller's name. Any prosecution or enforcement of claims, rights, or benefits under this Section shall be solely at Purchaser's expense, unless the Closing Dateprosecution or enforcement is made necessary by a breach of this Agreement by Seller.

Seller’s Obligations. The obligation 1.1 On Completion, each Seller shall deliver to the Purchaser (or make available to the Purchaser’s reasonable satisfaction): (a) a transfer of Sellers to proceed with the Closing is conditioned that Seller’s Shares duly executed by or on the occurrence or completion behalf of the followingregistered holder(s) in favour of the Purchaser or as it may direct accompanied by the relevant share certificates (or an indemnity in a form satisfactory to the Purchaser (acting reasonably) in the case of any certificate found to be missing) and, if applicable, any power of attorney under which any such transfer is executed on behalf of the registered holder; and (b) an irrevocable power of attorney in favour of the Purchaser in the agreed form duly executed by or on behalf of the waiver by Sellers thereofregistered holder(s) of that Seller’s Shares to enable the Purchaser (pending registration of the relevant transfers) to exercise all voting and other rights attaching to such Shares and to appoint proxies for this purpose. 1.2 On Completion, on the Institutional Seller shall deliver to the Purchaser (or before make available to the Closing DatePurchaser’s reasonable satisfaction) evidence of the termination of any arrangement between any Group Company and the Institutional Seller and/ or any of its Related Persons including in respect of any management, advisory or monitoring fees, including evidence of the termination of the management advisory agreement between Arcapita Limited and Freightliner Group Limited dated 24 July 2008. 1.3 If: (a) The delivery by Purchaser to each on or before Completion any Dragged Seller does not execute transfers in favour of the respective Purchase Price and Purchaser in respect of all of his Dragged Shares, the delivery by Purchaser to Guarantor Institutional Seller shall, in accordance with Article 11.9 of the Guarantee FeeArticles, immediately nominate and instruct a director of the Company to be the agent and attorney of such Dragged Seller to execute all necessary transfers on his behalf and, against receipt by the Company (on trust for such holder of Shares) of the Consideration due to such Dragged Seller, deliver those transfers to the Purchaser (or as the Purchaser may direct); and (b) on Completion any Called Seller does not execute transfers in favour of the Purchaser in respect of all of his Called Shares, the Institutional Seller shall, in accordance with Article 11.4 of the Articles, immediately nominate and instruct an officer of the Company to execute all necessary transfers on his behalf and, against receipt by the Company (on trust for such Called Seller) of the Consideration due to such Called Seller, deliver those transfers to the Purchaser (or as the Purchaser may direct). 1.4 On or prior to Completion, the Sellers shall produce and deliver: (a) each Delayed PoA duly executed by each Delayed Seller; (b) The delivery to each Seller of the Assignment and Assumption Agreement, Small Sellers’ SPA duly executed by each party thereto (other than the Purchaser); (c) The execution and delivery the Trustee SPA duly executed by Purchaser, Cypress Canada and the Manager of the Management Agreement, in form and content acceptable to the ManagerTrustee; (d) The representations and warranties transfers in respect of Purchaser contained herein shall be true and correct on and as all of the Closing Date, as if such representations were made by Purchaser as Small Sellers’ Shares in favour of the Closing DatePurchaser (or as the Purchaser may direct), and duly executed on behalf of each of the Small Sellers pursuant to the powers granted pursuant to the Small Sellers’ PoAs, accompanied by the relevant share certificates (or an indemnity in a form satisfactory to the Purchaser shall have delivered (acting reasonably) in the case of any certificate found to Sellers a certificate certifying samebe missing); (e) The delivery transfers in respect of all of the Shares held by a Delayed Seller in favour of the Purchaser (or as the Purchaser may direct), duly executed on behalf of each of the Delayed Sellers pursuant to Sellers the powers granted pursuant to the Delayed PoAs, accompanied by the relevant share certificates (or an indemnity in a form satisfactory to the Purchaser (acting reasonably) in the case of evidence reasonably acceptable any certificate found to Sellers that all limited liability company actions have been taken by Purchaser to authorize the execution and delivery of this Agreement and the transactions contemplated hereby, together with an incumbency certificate regarding the incumbency of Purchaser's Managerbe missing); (f) The delivery transfers in respect of all of the Shares held by the Trustee in favour of the Purchaser (or as the Purchaser may direct), duly executed by the Trustee, accompanied by the relevant share certificates (or an indemnity in a form satisfactory to Sellers the Purchaser (acting reasonably) in the case of a legal opinion of Purchaser’s counsel, in form and substance reasonably acceptable any certificate found to Sellersbe missing); (g) The receipt duly executed Dragged Shares Transfers in respect of all applicable approvals, consents, waivers the Dragged Shares accompanied by the relevant share certificates (or withholdings from objection an indemnity in a form satisfactory to the Purchaser (acting reasonably) in the case of any government entity, authority, agency certificate found to be missing); (h) duly executed Called Shares Transfers in respect of all the Called Shares accompanied by the relevant share certificates (or subdivision thereof, relating an indemnity in a form satisfactory to the transactions contemplated herebyPurchaser (acting reasonably) in the case of any certificate found to be missing); (i) an irrevocable power of attorney in favour of the Purchaser in the agreed form duly executed by or on behalf of each of the Small Sellers, the Delayed Sellers and the Trustee in respect of that person’s Shares to enable the Purchaser (pending registration of the relevant transfers) to exercise all voting and other rights attaching to such Shares and to appoint proxies for this purpose; and (hj) The performance by Purchaser or Purchaser’s compliance with all of Purchaser’s other obligations under this Agreement that are to be performed or complied with by it on or prior evidence in a form reasonably satisfactory to the Closing Date.Purchaser of the release by Barclays Banks plc (Barclays) of the following charges:

Seller’s Obligations. The obligation of Sellers At closing, Seller shall deliver the following to proceed with the Closing is conditioned on the occurrence or completion of the following, or the waiver by Sellers thereof, on or before the Closing DateBuyer: (a) The delivery A Special Warranty Deed, executed in proper form for recording so as to convey the title required by Purchaser to each Seller of the respective Purchase Price and the delivery by Purchaser to Guarantor of the Guarantee Feethis Agreement; (b) The delivery Such affidavits and other documents as Title Agent shall reasonably require in order to each omit from its title insurance policy all exceptions for tenants and for unrecorded mechanics' liens, together with a certification that Seller is not a "foreign person" pursuant to Section 1445 of the Internal Revenue Code; (c) all keys to the Improvements in Seller's possession or control and all access codes and information for electronic security and life safety systems at the Improvements, properly tagged for identification; (d) an assignment to Buyer of all service contracts being assumed by Buyer at Closing, permits, licenses, approvals, warranties and guaranties relating to the Improvements or any components thereof and systems and equipment in or serving the Improvements in the form of the Assignment and Assumption Agreement, duly executed by Purchaser; (c) The execution and delivery by Purchaser, Cypress Canada and the Manager of the Management Agreement, in form and content acceptable to the Manager; (d) The representations and warranties of Purchaser contained herein shall be true and correct on and Agreement attached hereto as of the Closing Date, as if such representations were made by Purchaser as of the Closing Date, and Purchaser shall have delivered to Sellers a certificate certifying sameExhibit D; (e) The delivery Unless posted at the Premises, certificates, licenses, permits, authorizations and approvals issued for or with respect to the Premises by Purchaser to Sellers of evidence reasonably acceptable to Sellers that all limited liability company actions have been taken by Purchaser to authorize the execution governmental and delivery of this Agreement and the transactions contemplated hereby, together with an incumbency certificate regarding the incumbency of Purchaser's Managerquasi-governmental authorities having jurisdiction if in Seller’s possession; (f) The delivery All assignable certificates, licenses, permits, authorizations and approvals in Seller's possession or control issued for or with respect to the Premises by Purchaser to Sellers of a legal opinion of Purchaser’s counsel, governmental and quasi- governmental authorities having jurisdiction; and all assignable and unexpired warranties and guarantees which Seller has in form and substance reasonably acceptable to Sellersits possession in connection with any work or services performed or equipment installed in the Improvements; (g) The receipt A Bill of all applicable approvals, consents, waivers or withholdings from objection of any government entity, authority, agency or subdivision thereof, relating Sale with respect to the transactions contemplated herebypersonal property being conveyed to Buyer at Closing; (h) A settlement statement consistent with the provisions of this Agreement prepared by Title Agent that is reasonably approved by Seller and ▇▇▇▇▇ (the “Closing Statement”); and (hi) The performance Evidence of Seller’s authority to consummate the transaction as reasonably required by Purchaser or Purchaser’s compliance with all of Purchaser’s other obligations under this Agreement that are to be performed or complied with by it on or prior to the Closing DateTitle Agent.