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145 Property resulting from the Inspections and return the Property to the condition it was in prior to conduct of the 146 Inspections, and (2) Buyer will. at Buyer's expense release to Seller all reports and other work generated as a 147 result of the Inspections. Should Buyer deliver timely notice that the Property is not acceptable. Seller agrees that 148 Buyer's deposit will be immediately returned to Buyer and the Contract terminated. 149 (c) Walk-through Inspection: Buyer may. on the day prior to closing or any other time mutually agreeable to the 150 parties, conduct a final "walk-through" inspection of the Property to determine compliance with this paragraph and 151 to ensure that all Property is on the premises. 152 8. OPERATION OF PROPERTY DURING CONTRACT PERIOD: Seller will continue to operate the Property and any 153 business conducted on the Property in the manner operated prior to Contract and will take no action that would 154 adversely impact the Property after closing, as to tenants, lenders or business, if any. Any changes. such as renting 155 vacant space, that materially affect the Property or Buyer's intended use of the Property will be permitted X only with 156 Buyer's consent J without Buyer's consent. 157 9. CLOSING PROCEDURE: Unless otherwise agreed or stated herein. closing procedure shall be in accordance with 158 the norms where the Property is located. 159 (a) Possession and Occupancy: Seller will deliver possession and occupancy of the Property to Buyer at 160 closing. Seller will provide keys. remote controls, and any security/access codes necessary to operate all locks. 161 mailboxes. and security systems. 162 (b) Costs: Buyer will pay Buyer's attorneys' fees, taxes and recording fees on notes, mortgages and financing 163 statements and recording fees for the deed. Seller will pay Seller's attorneys' fees, taxes on the deed and 164 recording fees for documents needed to cure title defects. If Seller is obligated to discharge any encumbrance at or 165 prior to closing and fails to do so, Buyer may use purchase proceeds to satisfy the encumbrances. 166 (c) Documents: Seller will provide the deed. bill of sale. mechanic's lien affidavit; originals of those assignable 167 service and maintenance contracts that will be assumed by Buyer after the Closing Date and letters to each 168 service contractor from Seller advising each of them of the sale of the Property and, if applicable, the transfer of its 169 contract, and any assignable warranties or guarantees received or held by Seller from any manufacturer, 170 contractor, subcontractor, or material supplier in connection with the Property: current copies of the condominium 171 documents, if applicable; assignments of leases, updated rent roll; tenant and lender estoppels letters (if 172 applicable); tenant subordination, non -disturbance and attornment agreements (SNDAs) required by the Buyer or 173 Buyer's lender; assignments of permits and licenses: corrective instruments, and letters notifying tenants of the 174 change in ownership/rental agent. If any tenant refuses to execute an estoppels letter. Seller, if requested by the 175 Buyer in writing, will certify that information regarding the tenant's lease is correct. If Seller is an entity, Seller will 176 deliver a resolution of its governing authority authorizing the sale and delivery of the deed and certification by the 177 appropriate party certifying the resolution and setting forth facts showing the conveyance conforms to the 178 requirements of local law. Seller will transfer security deposits to Buyer. Buyer will provide the closing statement, 179 mortgages and notes, security agreements, and financing statements. 180 (d) Taxes and Prorations: Real estate taxes, personal property taxes on any tangible personal property. bond 181 payments assumed by Buyer, interest. rents (based on actual collected rents). association dues. insurance 182 premiums acceptable to Buyer, and operating expenses will be prorated through the day before closing. If the 183 amount of taxes for the current year cannot be ascertained, rates for the previous year will be used with due 184 allowance being made for improvements and exemptions. Any tax proration based on an estimate will, at request 185 of either party, be readjusted upon receipt of current year's tax bill; this provision will survive closing. 186 (e) Special Assessment Liens: Certified, confirmed. and ratified special assessment liens as of the Closing Date 187 will be paid by Seller. If a certified, confirmed. and ratified special assessment is payable in installments, Seller will 188 pay all installments due and payable on or before the Closing Date, with any installment for any period extending 189 beyond the Closing Date prorated, and Buyer will assume all installments that become due and payable after the 190 Closing Date. Buyer will be responsible for all assessments of any kind which become due and owing after Closing 191 Date. unless an improvement is substantially completed as of Closing Date. If an improvement is substantially 192 completed as of the Closing Date but has not resulted in a lien before closing. Seller will pay the amount of the last 193 estimate of the assessment. This subsection applies to special assessment liens imposed by a public body and 194 does not apply to condominium association special assessments. 195 (f) Foreign Investment in Real Property Tax Act (FIRPTA): If Seller is a "foreign person" as defined by FIRPTA, 196 S r and Buyer agree to comply with Section 1445 of the Internal Revenue Code. Seller and Buyer will 197 ke. execute, and deli directed any instrument, affidavit, or statement reasonably necessary to comply B e ) �) and Selle ( ( )acknowledge receipt of a copy of this page, which is Page 4 of 8 Pages. 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