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subject only to the Permitted Exceptions and the standard preprinted exceptions for the form of policy selected by Buyer, including such endorsements as may reasonably be requested by Buyer. and committing Title Company to issue the Title Policy to Buyer upon the Close of Escrow 7. Closing Documents and Funds. (a) Seller. By no later than two (2) business days prior to the Close of Escrow, Seller shall deposit into escrow all of the following (i) Grant Deed. substantially in the form attached hereto as Exhibit B ("Grant Deed"), duly executed and acknowledged, conveying to Buyer fee simple title to the Property, subject only to Permitted Exceptions. (ii) Assignment of Leases (as described in Section 12 1), executed by Seller, (iii) Estoppel Certificate (as described in Section 12 2), (iv) Assignment of Contracts (as described in Section 12 3), executed by Seller with consents by counterparties as applicable. (v) All original leases, rental agreements and contracts to be assumed by Buyer, MidPen or the Limited Partnership, (vi) If applicable, a Bill of Sale conveying personal property to Seller. MidPen or the Limited Partnership, as applicable. (vii) Evidence that all utilities payable by Seller with respect to the Property have been paid prorated as of the Close of Escrow, (viii) Seller's certificate of non-foreign status (FIRPTA) and affidavit that Seller is a California taxpayer, each executed by Seller under penalty of perjury as required by state and federal law, (ix) The Reserves in the amount agreed upon by the Parties, and (x) Such additional duly executed instruments and documents as the Escrow Agent may reasonably require to consummate the transaction contemplated hereby (b) Buyer. (A) By no later than two (2) business days prior to the Close of Escrow, Buyer shall deposit into escrow all of the following 4 OAK#4845-6421-9189 v5