54-10 Agreement

(c) One (1) fully executed duplicate original of the Non-Foreign Affidavit; (d) A copy of the Title Policy issued to Purchaser; (e) One (1) duplicate original or conformed copy as appropriate, of any other document to be received by Seller through Escrow pursuant to the provisions of this Agreement; and (f) One (1) copy of any other document delivered to Escrow Agent by Purchaser or Seller pursuant to the terms of this Agreement. Copies of any of Purchaser’s loan documents shall not be provided to Seller. 5.8.2 To Purchaser. (a) Any excess funds deposited by Purchaser which remain after disbursement to Seller; (b) One (1) conformed copy of the Deed, the originals to be mailed to Purchaser following the recordation thereof, in each instance; (c) One (1) duplicate original or conformed copy as appropriate, of any other document to be received by Purchaser through Escrow pursuant to the provisions of this Agreement; (d) One (1) copy of any other document delivered to Escrow Agent by Purchaser or Seller pursuant to the terms of this Agreement; (e) The original of the Title Policy; and (f) One (1) fully executed copy of the Non-Foreign Affidavit for Seller. 5.9 Possession. Purchaser shall be entitled to sole possession of the Property on the Closing Date. ADDITIONAL INDEMNITIES 6.1 Purchaser’s Indemnity. Purchaser covenants and agrees to defend, indemnify, protect, defend, and hold harmless Seller, and its Affiliates, owners, members, partners, employees, lenders, agents and representatives, from and against any and all Claims (a) arising from the acts and omissions of Purchaser and its agents, employees and contractors occurring in connection with or as a result of, any inspections, tests or examinations of or to the Property, (b) arising from the use, management, operation, rental, maintenance and ownership of the Property, based upon acts, conduct or omissions (other than by Seller) occurring

ions of or to the Property, (b) arising from the use, management, operation, rental, maintenance and ownership of the Property, based upon acts, conduct or omissions (other than by Seller) occurring on or after the Closing Date, (c) caused by or arising out of any material misrepresentation by Purchaser in connection with this Agreement, and (d) arising from any breach of this - 17 - GENBUS/718957.4