Subject to satisfaction or (if permissible) waiver of the conditions set forth in Clause 2.3, at the Closing, the Seller shall deliver (or cause one or more of its Affiliates to deliver) to the Buyer:

Insurance Deliveries. The Borrower will, within fifteen (15) Business Days following the date hereof, deliver a lender's loss payee endorsement with respect to the Loan Parties' property insurance policies, in form and substance satisfactory to Agent.

Title & Deliveries. At or prior to Closing, Seller shall deliver to the Escrow Agent and/or Buyer the following items for the Property, duly executed and acknowledged where required:

Tax Deliveries. The EnTrust Contributor shall have delivered to the Permal Contributor a properly executed certificate, dated as of the Closing Date, reasonably satisfactory to the Permal Contributor and that complies with Section 1445 of the Code and U.S. Treasury Regulation [section 1.1445-2]2], establishing that the EnTrust Contributor is exempt from withholding any amount under this Agreement pursuant to U.S. Treasury Regulation [section 1.1445-2]2], provided, however, that the Permal Contributor’s only recourse for the EnTrust Contributor’s failure to provide such certificate or any defect in such certificate shall be the ability to withhold tax under this Agreement as required by applicable Law.

Additional Deliveries. The Permal Contributor shall have received, and the EnTrust Contributor shall have delivered or caused to be delivered or complied with, as applicable, all of the items set forth in Section 3.3 of the Agreement.

The purchase and sale of the assets shall be held on or before January 31, 2015 (the "Closing").

Seller shall have a continuing duty, within five (5) days of Seller's receipt of any Seller's Disclosure Material, to make supplemental deliveries to Purchaser through the date of the final Closing of any addition or modification to the Seller's Disclosure Materials that come into Seller's possession; provided, however, that any such supplemental deliveries shall not extend or otherwise affect the Inspection Period hereunder.

Final Working Drawings. After the Preliminary Plans have been approved by Landlord, Tenant shall cause Tenant’s Architect and the Engineers to prepare and submit for Landlord’s approval complete and detailed construction plans and specifications, including a fully coordinated set of architectural, structural, mechanical, fire protection, electrical and plumbing working drawings for the Tenant Improvement Work, in a form that is sufficiently complete to permit subcontractors to bid on the work, obtain all required Permits (as defined in [Section 3.4], below) and commence construction (the “Final Working Drawings”). The Tenant Improvements shall be designed in accordance with the LEED Design/Operational Requirements and the Final Working Drawings shall incorporate the LEED Design/Operational Requirements. Tenant shall furnish Landlord with two (2) hard copies signed by Tenant and one (1) electronic version of such Final Working Drawings. Landlord shall approve or disapprove the Final Working Drawings by giving written notice to Tenant within fifteen (15) Business Days after receipt thereof. Landlord shall not unreasonably withhold its approval of the Final Working Drawings, provided that, without limiting the generality of the foregoing, Landlord shall be entitled to withhold its consent to the Final Working Drawings for any of the reasons specified in [Section 2.2.1] above, or if in Landlord’s good faith judgment, the Final Working Drawings are inconsistent with, or do not conform to, the Approved Preliminary Plans. If Landlord disapproves the Final Working Drawings, Landlord shall return the Final Working Drawings to Tenant with a statement of Landlord’s reasons for disapproval and/or specifying any required corrections or revisions. Landlord shall approve or disapprove of any such revisions to the Final Working Drawings within seven (7) Business Days after receipt of such revisions. This procedure shall be repeated until Landlord approves the Final Working Drawings (as so approved, the “Approved TI Construction Drawings”). Tenant shall include provisions in it Design Professional Agreements (as defined in [Section 2.2.4]) which expressly allow Landlord to use any and all of the Approved TI Construction Drawings for the Tenant Improvements without any additional cost or payment if the Lease is terminated, subject to Landlord agreeing to indemnify Tenant’s Architect and Engineers in question if Landlord elects to use any of the Approved TI Construction Drawings without retaining Tenant’s Architect or Engineer for the portion of Tenant’s Work covered by the Design Profession Agreement in question.

At the Closing, each Seller shall deliver or cause to be delivered to Buyer an assignment of the Purchased Units held by such Seller in form and substance reasonably satisfactory to Buyer.

Deliveries by Buyer. At the Closing, Buyer shall make the following payments: