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force and effect and Buyer shall be obligated to complete the transaction as required by this Agreement. ARTICLE V ESCROW AND CLOSING 5.1 Escrow Instructions. Upon execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with the Escrow Agent, and this Agreement shall serve as the instructions to the Escrow Agent (and, if the Escrow Agent is not the Title Company, to the Title Company with respect to the period of time that Title Company holds the Deposit prior to completion of Closing) as the escrow holder for consummation of the purchase and sale contemplated hereby. Seller and Buyer agree to execute such reasonable additional and supplementary escrow instructions as may be appropriate to enable the Escrow Agent and/or the Title Company to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any supplementary escrow instructions, the terms of this Agreement shall control. 5.2 Time and Place. Closing shall take place on the Closing Date or such earlier date as may be mutually acceptable to the parties with all deliveries to be made in escrow to the Title Company on or prior to the Closing Date; provided, however, that pursuant to Sections 4.1 and 4.3, Seller, at Seller's option, may extend the Closing Date for purposes of curing objections to the status of title that were timely and properly, raised by Buyer. Buyer acknowledges that Seller may at Seller's option use closing proceeds to satisfy any mortgage or lien on the Property. 5.3 Seller's Deposit of Documents, At or before Closing, Seller shall prepare, and deposit or cause to be deposited into escrow with the Title Company the following items (which shall be in the form(s) attached as Exhibits, if such Exhibits are attached; and if not, in form sufficient to convey title to the Property and for the Title Company to delete the requirements of the Title Commitment, in accordance with the requirements of this Agreement): (a) an executed Deed with respect 'to the Land, in the form of Exhibit C hereto (if attached), together with any State, County and local transfer tax declarations and forms required to be executed by Seller; (b) an executed Affidavit in the form of Exhibit D hereto (if attached); (c) an executed Bill of Sale (without warranties) with respect to the Personal Property, if any, in the form of Exhibit E hereto (if attached); (d) two counterparts of an executed Assignment and Assumption Agreement with respect to the Intangible Property in the form of Exhibit F hereto (if attached), together with originals or copies of any Leases, Service Contracts and Permits, to the extent in Seller's possession (which such Leases, Service Contracts and Permits shall be delivered at Seller's property manager's office); (e) a form letter executed by Seller; to advise all Tenants under Leases in the form of Exhibit G hereto (if attached), and a form letter executed by Seller to advise all contractors MIAMI 2957652.8 79037/33274 I0