54-10 Agreement

5.3 Action Prior to the Closing Date by Seller. Seller agrees that, provided Purchaser has complied with its obligations under Section 5.4 hereof, on or before 11:00 a.m. EST on the Closing Date, Seller will deposit with Escrow Agent such items and instruments (executed and acknowledged, if appropriate) as may be necessary in order for Escrow Agent to comply with this Agreement, including, without limitation, the following: (a) A deed substantially in the form and content attached hereto as Exhibit “C”, prepared and executed by Seller and acknowledged before a Notary Public in the manner provided under the laws of the state in which the Property is located, reflecting the sale and transfer to Purchaser of the Property and the Improvements (the “Deed”), subject only to those Permitted Exceptions applicable to the Property. (b) A non-foreign affidavit signed by Seller in the form to be prepared by Escrow Agent (“Non-Foreign Affidavit”), in the form and content attached hereto as Exhibit “D”, any state tax withholding affidavits as applicable, and an IRS Form 1099; (c) All transfer tax and other tax returns, if any, which Seller is required by law to execute and acknowledge and to deliver, either individually or together with Purchaser, to any governmental authority as a result of the sale, if and to the extent the same are available as of the Closing Date; (d) All keys to the Property which are in the possession or control of Seller; (e) An executed Closing Statement; (f) All affidavits and other documents consistent with the express provisions of this Agreement and reasonably required by the Escrow Agent, each in form and substance reasonably acceptable to Seller; and (g) Such other instruments or documents as may be reasonably necessary to effect or carry out the covenants and obligations to be performed by Seller pursuant to this Agreement. 5.4 Action Prior to the Closing Date by Purchaser. Purchaser agrees that on or before 11:00 a.m. EST on the Closing Date, Purchaser will deposit with Escrow Agent the Closing Payment and all documents (executed and acknowledged, if appropriate) necessary to comply with the terms of this Agreement, including without limitation: (a) To the extent that applicable law requires that the Deed, transfer

owledged, if appropriate) necessary to comply with the terms of this Agreement, including without limitation: (a) To the extent that applicable law requires that the Deed, transfer tax or other tax forms, or recording forms be executed by the grantee, such instruments shall be executed by Purchaser and acknowledged in the presence of a Notary Public in accordance with the laws of the state in which the Property is located; (b) An executed Closing Statement; and (c) Such other funds, instruments or documents as may be reasonably necessary to effect or carry out the covenants and obligations to be performed by Purchaser pursuant to this Agreement. - 14 - GENBUS/718957.4