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i <br /> i <br /> i <br /> confirming the transfer of Security Deposits and interest thereon,if any, <br /> 5,1,8 Title Policy,A pro forma Title Policy,or a suitably marked up Title Commitment initialed <br /> by the Title Company, obligating the Title Company to issue the Title Policy to Buyer,in the form required by this <br /> Agreement and as approved by Buyer. <br /> 5.L9 Bring-down Certificate. A Bring-Down Certificate, stating that Seller's representations <br /> and any warranties are true and correct as of the Closing Date, <br /> 5.1.10 Seller's Affidavit, A Seller's Affidavit indicating that on the Closing Date there are no <br /> outstanding,unsatisfied judgments,tax liens,or bankruptcies against or involving Seller or the Property; that there <br /> has been no skill, labor, or material furnished to the Property by or on behalf of Seller for which payment has <br /> not been made or for which mechanics'liens could be filed; and that there are no other unrecorded interests in the <br /> Property,except the Leases,together with any standard owner's affidavit which may be required by Title Company <br /> to issue the Title Policy, <br /> 5,1.11 Intentionally deleted, <br /> 5.1.12 Security Deposits and Prepaid Rents.All Security Deposits(including interest, if any)and pre- <br /> paid rents under the Leases,including valid transfers of any noncash securities or documents held for such purposes, <br /> 5,1,13 Ordinal Documents, Originals of the Leases, the Surviving Contracts, the Permits and <br /> Licenses,the Warranties,the Plans,and the Records in Seller's possession. <br /> 5.1.1.4 Non-Foreign Certificate, A non-foreign certificate, properly executed, containing such <br /> information as is required by Internal Revenue Code Section 1445(b)(2)and its regulations, <br /> 5,1.15 Abstract of Title, A current abstract of title if the Property is abstract, only if in Seller's <br /> possession. <br /> 5.1,16 IRS Form, A Designation Agreement designating the "reporting person" for purposes of <br /> completing Internal Revenue Form 1099 and,if applicable,Internal Revenue Form 8594. <br /> 5.1,17 Well Certificate.A statement on the Deed that Seller has no knowledge of any"Wells"on the <br /> Property within the meaning of Minn. Stat. § 1031,005, subd. 21, or if there are"Wells" on the Property, a Well <br /> Certificate nn the forn required by law. <br /> 5,1.18 Storage Tank Affidavit. If the Property contains or contained a storage tank, an affidavit <br /> with respect thereto,as required by Minn.Stat.§ 116,48,subd.6. <br /> 5,1,19 Keys. All keys owned by and in possession of Seller used in connection with the Property <br /> including key cards,security codes,and combinations to any safes, <br /> 5,1.20 Option A •eegr meet. A signed Option Agreement in the fonn attached hereto as Exhibit I for <br /> Seller to purchase from Buyer the property located at 2501 Fairview Avenue North,Roseville,Minnesota. <br /> 5.1.21 Termination of Lease, A signed Termination of Lease Agreement concerning the existing <br /> lease between Seller,as lessor,and Buyer,as lessee,for the space occupied by Buyer on the Property. <br /> 5,1.22 Other Documents. All other documents reasonably determined by Title Company to be <br /> necessary to transfer the Property to Buyer free and clear of all encumbrances, except the Permitted Title <br /> Exceptions. <br /> Page 10 of 38 <br />