20A - AA BRISTOL STREET PROPERTY SALE

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Buyer shall pay the cost of the Title Policy, the Escrow Fees and all documentary transfer fees and recording fees, as may be applicable, and all other costs and expenses incurred related to the purchase of the Property by Buyer (collectively, "Closing Costs"). Seller shall pay all other costs and expenses incurred by Seller related to the sale of the Property. 2.5 Deposit of Funds and Documents (a) Prior to Close of Escrow, Buyer shall deposit into Escrow (i) the Escrow Deposit, (ii) all escrow and Closing Costs as described above; (iii) the Closing Payment; and (iv) such other documentation as is necessary to close Escrow; provided, however, that Buyer shall not be required to deposit the Closing Payment until - Buyer has been notified by Escrow Holder that (i) Seller has delivered to Escrow Holder each of the documents and instruments to be delivered by Seller in connection with the sale of the Property, (ii) Title Company is irrevocably and unconditionally committed to issue and deliver the Title Policy, and (iii) the only impediment to Close of Escrow is delivery of such amount by or on behalf of Buyer. (b) Prior to the Close of Escrow, Seller shall deposit into Escrow (i) the properly executed grant deed for conveyance of the Property to Buyer; and (ii) such other documents and sums, if any, as are necessary to close Escrow in conformance herewith. 2.6 Buyer's Conditions Precedent to Close of Escrow The obligation of Buyer to purchase the Property as contemplated by this Agreement and the Close of Escrow is subject to satisfaction of each of the following conditions: (a) All representations and warranties of Seller set forth in this Agreement shall be true and correct as of the date of the Close of Escrow. (b) Seller shall timely perform all obligations required by the terms of this Agreement to be performed by it. (c) The irrevocable and unconditional written agreement of Title Company to record the grant deed at the Close of Escrow and to issue to Buyer the Title Policy, effective as of the date and time the deed is recorded. (d) Buyer shall have fifteen (15) calendar days from the opening of escrow rDue Diligence Period"), within which to perform and complete all of Buyer's due diligence examinations, reviews and inspections of all matters pertaining to the Property, including all leases and service contracts, all physical, environmental and compliance matters and conditions respecting the Property, and satisfy its contingencies ("Due Diligence Investigations"). During the term of this Agreement, Seller shall provide Buyer with reasonable access to the Property, as further set forth below. Within five (5) days following the Effective Date, Seller shall deliver to Buyer true and complete copies of any environmental reports, title documents, encumbrances, service contracts, leases, rental agreements, and any other agreements, documents, or 5207.01 -PSA -111218R 20A-9