Common use of Additional Closing Deliveries Clause in Contracts

Additional Closing Deliveries. Lender shall have received the following on the date hereof in form and substance satisfactory to Lender: (i) An opinion or opinions from counsel for Borrower and Guarantor; (ii) Current UCC, tax and judgment searches made in such places as Lender may specify, covering Borrower and showing no filings relating to, or which could relate to, the Property other than those made hereunder; (iii) Evidence of the insurance required under Section 6.01 hereof; (iv) A commitment to issue a Title Policy with respect to the Deed of Trust and the Secured Guaranty Deed of Trust, together with copies of all documentation evidencing exceptions raised therein; (v) A certificate of a secretary or assistant secretary of Borrower certifying as to (A) the operating agreement of Borrower, (B) the authorizing resolutions of Borrower, and (C) incumbency and specimen signatures of signatories for Borrower, together with (D) a copy of the Certificate of Formation for Borrower certified by the Delaware Secretary of State as of a recent date, and (E) a certificate of good standing as of a recent date for Borrower from the Delaware Secretary of State, and (F) a certificate of good standing as of a recent date for Borrower from the California Secretary of State; (vi) A certificate of an authorized officer of each ▇▇▇▇▇▇▇ Guarantor, certifying as to (A) the operating agreement or limited partnership agreement, as applicable, of such ▇▇▇▇▇▇▇ Guarantor, (B) the authorizing resolutions of such ▇▇▇▇▇▇▇ Guarantor, and (C) incumbency and specimen signatures of signatories for such ▇▇▇▇▇▇▇ Guarantor, together with (D) a copy of the Certificate of Formation or Certificate of Limited Partnership, as applicable, for such ▇▇▇▇▇▇▇ Guarantor, certified by the Delaware Secretary of State as of a recent date, and (E) a certificate of good standing as of a recent date for such ▇▇▇▇▇▇▇ Guarantor from the Delaware Secretary of State as of a recent date; (vii) A certificate of an authorized officer of each Dune Guarantor, certifying as to (A) the authorizing resolutions of such Dune Guarantor, and (B) incumbency and specimen signatures of signatories for such Dune Guarantor, together with (C) a copy of the Certificate of Limited Partnership for such Dune Guarantor, certified by the Delaware Secretary of State as of a recent date, and (D) a certificate of good standing as of a recent date for such Dune Guarantor from the Delaware Secretary of State as of a recent date; (viii) An ALTA survey of the Property certified in a manner acceptable to Lender (the “Survey”); (ix) If required by Lender, evidence indicating whether the Property is located within a one hundred year flood plain or identified as a special flood hazard area as defined by the Federal Insurance Administration; and, if so, a flood notification form signed by the Borrower and evidence that flood insurance is in place for the building and contents, all in form and substance satisfactory to Lender; (x) An Appraisal of the Property and the Other Property showing the Combined Loan-to-Value Ratio to be no more than seventy percent (70%); (xi) Evidence satisfactory to Lender that the Property and the Other Property satisfy a Combined Debt Yield Ratio of not less than eleven percent (11%); (xii) Evidence satisfactory to Lender that the Property and the Other Property satisfy a Combined Debt Service Coverage Ratio of not less than 1.50:1.00; (xiii) Evidence satisfactory to Lender showing that the Combined Loan Amount does not exceed seventy percent (70%) of the aggregate purchase price paid by Borrower, 3175 Mission Oaks and 3233 Mission Oaks for the acquisition of the Property and the Other Property; (xiv) If required by Lender, a so-called “PML” report with respect to the Property, which shall address (a) the probable maximum loss that is likely to be sustained by the Property in the event of an earthquake or other seismic casualty at or affecting the Property, and (b) likelihood and likely intensity of an earthquake or other seismic casualty at or affecting the Property; (xv) Copies of all Leases covering any portion of the Property and/or the Improvements; (xvi) If required by Lender, a fully executed subordination, non-disturbance and attornment agreement and a tenant estoppel certificate executed by each tenant under a Lease, all in form and substance acceptable to Lender; (xvii) If required by Lender, evidence indicating compliance by the Improvements with applicable zoning requirements (without requirement for a variance); (xviii) If required by Lender, an environmental report with respect to the Property prepared by an environmental consultant acceptable to Lender; (xix) A Physical Conditions Report; (xx) A Certification of Non-Foreign Status with respect to Borrower; (xxi) A signed IRS Form W8 and W9 with respect to Borrower, as applicable; (xxii) Evidence that Borrower has retained JPMorgan Chase Bank, N.A. as its principal depository bank for property operating accounts related to the Property, and, to the extent permitted by law and contractual agreements, tenant security deposits for the Property; (xxiii) The most recently available financial statements of each Guarantor; and (xxiv) Such other information and documents as Lender may require.

Additional Closing Deliveries. Lender shall have received the following on the date hereof in form and substance satisfactory to Lender: (i) An opinion or opinions from counsel for Borrower and Guarantor; (ii) Current UCC, tax and judgment searches made in such places as Lender may specify, covering Borrower and showing no filings relating to, or which could relate to, the Property other than those made hereunder; (iii) Evidence of the insurance required under Section 6.01 4.1(d) hereof, except that evidence of the Builder’s Risk insurance coverage described in Section II(A) of Exhibit C attached hereto shall be required to be furnished to Lender not later than 45 days after the Effective Date; (iv) A commitment to issue a the Title Policy with respect to the Deed of Trust and the Secured Guaranty Deed of TrustPolicy, together with copies of all documentation evidencing exceptions raised therein; (v) An ALTA/ACSM survey of the Property certified in a manner acceptable to Lender; (vi) A certificate of a secretary or assistant secretary Borrower’s operating member certifying on behalf of Borrower certifying as to (Ai) the operating or company agreement of Borrower, (B) the authorizing resolutions of Borrower, and (Cii) incumbency and specimen signatures the authorizing member consent or resolution of signatories for Borrower’s applicable members, together with (Dw) a copy of the Certificate of Formation for Borrower Borrower, certified by the Delaware Secretary of State as of a recent date, and (Ex) a copy of the certificate of authorization, qualification or registration for Borrower, certified by the Texas Secretary of State as of a recent date, (y) a copy of a certificate of existence and good standing as of a recent date for Borrower from the Delaware Secretary of State, and (Fz) copies of a certificate of good standing as of a recent date fact for Borrower from the California Secretary of State; (vi) A certificate of an authorized officer of each ▇▇▇▇▇▇▇ Guarantor, certifying as to (A) the operating agreement or limited partnership agreement, as applicable, of such ▇▇▇▇▇▇▇ Guarantor, (B) the authorizing resolutions of such ▇▇▇▇▇▇▇ Guarantor, and (C) incumbency and specimen signatures of signatories for such ▇▇▇▇▇▇▇ Guarantor, together with (D) a copy of the Certificate of Formation or Certificate of Limited Partnership, as applicable, for such ▇▇▇▇▇▇▇ Guarantor, certified by the Delaware Texas Secretary of State as of and a recent date, and (E) a certificate of franchise tax status verification for Borrower from the Texas Comptroller demonstrating that Borrower is in good standing as of a recent date for such ▇▇▇▇▇▇▇ Guarantor from the Delaware Secretary of State as of a recent datein Texas; (vii) A certificate of an authorized officer of each Dune Guarantor, certifying as to (A) the authorizing resolutions of such Dune Guarantor, and (B) incumbency and specimen signatures of signatories for such Dune Guarantor, together with (C) a copy of the Certificate of Limited Partnership for such Dune Guarantor, certified by the Delaware Secretary of State as of a recent date, and (D) a certificate of good standing as of a recent date for such Dune Guarantor from the Delaware Secretary of State as of a recent date; (viii) An ALTA survey of the Property certified in a manner acceptable to Lender (the “Survey”); (ix) If required by Lender, evidence indicating whether the Property is located within a one hundred year flood plain or identified as a special flood hazard area as defined by the Federal Insurance Administration; and, if so, a flood notification form signed by the Borrower and evidence that flood insurance is in place for the building and contents, all in form and substance satisfactory to Lender; (x) An Appraisal of the Property and the Other Property showing the Combined Loan-to-Value Ratio to be no more than seventy percent (70%); (xi) Evidence satisfactory to Lender that the Property and the Other Property satisfy a Combined Debt Yield Ratio of not less than eleven percent (11%); (xii) Evidence satisfactory to Lender that the Property and the Other Property satisfy a Combined Debt Service Coverage Ratio of not less than 1.50:1.00; (xiii) Evidence satisfactory to Lender showing that the Combined Loan Amount does not exceed seventy percent (70%) of the aggregate purchase price paid by Borrower, 3175 Mission Oaks and 3233 Mission Oaks for the acquisition of the Property and the Other Property; (xiv) If required by Lender, a so-called “PML” report with respect to the Property, which shall address (a) the probable maximum loss that is likely to be sustained by the Property in the event of an earthquake or other seismic casualty at or affecting the Property, and (b) likelihood and likely intensity of an earthquake or other seismic casualty at or affecting the Property; (xv) Copies of all Leases covering any portion of the Property and/or the Improvements; (xvi) If required by Lender, a fully executed subordination, non-disturbance and attornment agreement and a tenant estoppel certificate executed by each tenant under a Lease, all in form and substance acceptable to Lender; (xvii) If required by Lender, evidence indicating compliance by the Improvements with applicable zoning requirements (without requirement for a variance); (xviii) If required by Lender, an environmental report with respect to the Property prepared by an environmental consultant acceptable to Lender; (xix) A Physical Conditions Report; (xx) A Certification of Non-Foreign Status with respect to Borrower; (xxi) A signed IRS Form W8 and W9 with respect to Borrower, as applicable; (xxii) Evidence that Borrower has retained JPMorgan Chase Bank, N.A. as its principal depository bank for property operating accounts related to the Property, and, to the extent permitted by law and contractual agreements, tenant security deposits for the Property; (xxiii) The most recently available financial statements of each Guarantor; and (xxiv) Such other information and documents as Lender may require.

Additional Closing Deliveries. Lender shall have received the following on the date hereof in form and substance satisfactory to Lender: (i) An opinion or opinions from counsel for Borrower and Guarantor; (ii) Current UCC, tax and judgment searches made in such places as Lender may specify, covering Borrower and showing no filings relating to, or which could relate to, the Property other than those made hereunder; (iii) Evidence of the insurance required under Section 6.01 hereof; (iv) A commitment to issue a Title Policy with respect to the Deed of Trust and the Secured Guaranty Deed of Trust, together with copies of all documentation evidencing exceptions raised therein; (v) A certificate of a secretary or assistant secretary of Borrower certifying as to (A) the operating agreement of Borrower, (B) the authorizing resolutions of Borrower, and (C) incumbency and specimen signatures of signatories for Borrower, together with (D) a copy of the Certificate of Formation for Borrower certified by the Delaware Secretary of State as of a recent date, and (E) a certificate of good standing as of a recent date for Borrower from the Delaware Secretary of State, and (F) a certificate of good standing as of a recent date for Borrower from the California Secretary of State; (vi) A certificate of an authorized officer of each ▇▇▇▇▇▇▇ Guarantor, certifying as to (A) the operating agreement or limited partnership agreement, as applicable, of such ▇▇▇▇▇▇▇ Guarantor, (B) the authorizing resolutions of such ▇▇▇▇▇▇▇ Guarantor, and (C) incumbency and specimen signatures of signatories for such ▇▇▇▇▇▇▇ Guarantor, together with (D) a copy of the Certificate of Formation or Certificate of Limited Partnership, as applicable, for such ▇▇▇▇▇▇▇ Guarantor, certified by the Delaware Secretary of State as of a recent date, and (E) a certificate of good standing as of a recent date for such ▇▇▇▇▇▇▇ Guarantor from the Delaware Secretary of State as of a recent date; (vii) A certificate of an authorized officer of each Dune Guarantor, certifying as to (A) the authorizing resolutions of such Dune Guarantor, and (B) incumbency and specimen signatures of signatories for such Dune Guarantor, together with (C) a copy of the Certificate of Limited Partnership for such Dune Guarantor, certified by the Delaware Secretary of State as of a recent date, and (D) a certificate of good standing as of a recent date for such Dune Guarantor from the Delaware Secretary of State as of a recent date; (viii) An ALTA survey of the Property certified in a manner acceptable to Lender (the “Survey”); (ix) If required by Lender, evidence indicating whether the Property is located within a one hundred year flood plain or identified as a special flood hazard area as defined by the Federal Insurance Administration; and, if so, a flood notification form signed by the Borrower and evidence that flood insurance is in place for the building and contents, all in form and substance satisfactory to Lender; (x) An Appraisal of the Property and the Other Property showing the Combined Loan-to-Value Ratio to be no more than seventy percent (70%); (xi) Evidence satisfactory to Lender that the Property and the Other Property satisfy a Combined Debt Yield Ratio of not less than eleven percent (11%); (xii) Evidence satisfactory to Lender that the Property and the Other Property satisfy a Combined Debt Service Coverage Ratio of not less than 1.50:1.00; (xiii) Evidence satisfactory to Lender showing that the Combined Loan Amount does not exceed seventy percent (70%) of the aggregate purchase price paid by Borrower, 3175 3001 Mission Oaks and 3233 Mission Oaks for the acquisition of the Property and the Other Property; (xiv) If required by Lender, a so-called “PML” report with respect to the Property, which shall address (a) the probable maximum loss that is likely to be sustained by the Property in the event of an earthquake or other seismic casualty at or affecting the Property, and (b) likelihood and likely intensity of an earthquake or other seismic casualty at or affecting the Property; (xv) Copies of all Leases covering any portion of the Property and/or the Improvements; (xvi) If required by Lender, a fully executed subordination, non-disturbance and attornment agreement and a tenant estoppel certificate executed by each tenant under a Lease, all in form and substance acceptable to Lender; (xvii) If required by Lender, evidence indicating compliance by the Improvements with applicable zoning requirements (without requirement for a variance); (xviii) If required by Lender, an environmental report with respect to the Property prepared by an environmental consultant acceptable to Lender; (xix) A Physical Conditions Report; (xx) A Certification of Non-Foreign Status with respect to Borrower; (xxi) A signed IRS Form W8 and W9 with respect to Borrower, as applicable; (xxii) Evidence that Borrower has retained JPMorgan Chase Bank, N.A. as its principal depository bank for property operating accounts related to the Property, and, to the extent permitted by law and contractual agreements, tenant security deposits for the Property; (xxiii) The most recently available financial statements of each Guarantor; and (xxiv) Such other information and documents as Lender may require.

Additional Closing Deliveries. Lender (a) On or prior to the Additional Closing Date, the Company shall have received deliver or cause to be delivered to each Purchaser the following on the date hereof in form and substance satisfactory to Lenderfollowing: (i) An opinion an ink-original Additional Note with a principal amount equal to such Purchaser’s Additional Note Principal Amount, registered in the name of such Purchaser, provided that such ink-original Additional Note may be delivered promptly after such Additional Closing by the Company, in which case the Company will provide an electronically signed version of the Additional Note on or opinions from counsel for Borrower and Guarantorprior to the Additional Closing Date; (ii) Current UCCa certificate, tax and judgment searches made executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Additional Closing Date, certifying to the fulfillment of the conditions specified in such places as Lender may specify, covering Borrower and showing no filings relating to, or which could relate to, the Property other than those made hereunderSection 2.6(b); (iii) Evidence certificates, executed on behalf of the insurance required under Section 6.01 hereofCompany, dated as of the Additional Closing Date, certifying the resolutions adopted by the boards of directors of the Company, approving the transactions contemplated by this Agreement and the other Transaction Documents, as applicable, certifying the current versions of the constitutional documents of the Company and certifying as to the signatures and authority of Persons signing this Agreement and the other Transaction Documents, as applicable, and related documents on behalf of the Company; (iv) A commitment to issue a Title Policy with respect to the Deed of Trust Company’s wire instructions, on Company letterhead and executed by the Secured Guaranty Deed of Trust, together with copies of all documentation evidencing exceptions raised thereinChief Executive Officer or Chief Financial Officer; (v) A certificate an ink-original Additional Warrant registered in the name of a secretary or assistant secretary such Purchaser to purchase the number of Borrower certifying Ordinary Shares as set forth below such Purchaser’s signature block on the signature pages hereto next to (A) the operating agreement of Borrowerheading “Additional Warrant Shares”, (B) provided that such ink-original Additional Warrant may be delivered promptly after such Additional Closing by the authorizing resolutions of BorrowerCompany, and (C) incumbency and specimen signatures of signatories for Borrower, together with (D) a copy in which case the Company will provide an electronically signed version of the Certificate of Formation for Borrower certified by Additional Warrant on or prior to the Delaware Secretary of State as of a recent date, and (E) a certificate of good standing as of a recent date for Borrower from the Delaware Secretary of State, and (F) a certificate of good standing as of a recent date for Borrower from the California Secretary of StateAdditional Closing Date; (viiv) A certificate legal opinions of an authorized officer of each ▇▇▇▇▇▇▇ GuarantorCompany U.S. Counsel and Company Israeli Counsel, certifying as directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; and (Av) any joinders or supplements to the operating agreement or limited partnership agreementSecurity Documents duly executed by the Company and the Agent, as applicable, of and as is required pursuant to the terms thereof in connection with the Additional Closing. (b) On the Additional Closing Date, each Purchaser shall deliver to the Company such ▇▇▇▇▇▇▇ Guarantor, (B) Purchaser’s: i. Additional Subscription Amount by wire transfer to the authorizing resolutions of account specified in writing by the Company; and ii. any joinders or supplements to the Security Documents duly executed by such ▇▇▇▇▇▇▇ Guarantor, Purchaser and (C) incumbency and specimen signatures of signatories for such ▇▇▇▇▇▇▇ Guarantor, together with (D) a copy of the Certificate of Formation or Certificate of Limited PartnershipAgent, as applicable, for such ▇▇▇▇▇▇▇ Guarantor, certified by the Delaware Secretary of State and as of a recent date, and (E) a certificate of good standing as of a recent date for such ▇▇▇▇▇▇▇ Guarantor from the Delaware Secretary of State as of a recent date; (vii) A certificate of an authorized officer of each Dune Guarantor, certifying as to (A) the authorizing resolutions of such Dune Guarantor, and (B) incumbency and specimen signatures of signatories for such Dune Guarantor, together with (C) a copy of the Certificate of Limited Partnership for such Dune Guarantor, certified by the Delaware Secretary of State as of a recent date, and (D) a certificate of good standing as of a recent date for such Dune Guarantor from the Delaware Secretary of State as of a recent date; (viii) An ALTA survey of the Property certified in a manner acceptable to Lender (the “Survey”); (ix) If is required by Lender, evidence indicating whether the Property is located within a one hundred year flood plain or identified as a special flood hazard area as defined by the Federal Insurance Administration; and, if so, a flood notification form signed by the Borrower and evidence that flood insurance is in place for the building and contents, all in form and substance satisfactory to Lender; (x) An Appraisal of the Property and the Other Property showing the Combined Loan-to-Value Ratio to be no more than seventy percent (70%); (xi) Evidence satisfactory to Lender that the Property and the Other Property satisfy a Combined Debt Yield Ratio of not less than eleven percent (11%); (xii) Evidence satisfactory to Lender that the Property and the Other Property satisfy a Combined Debt Service Coverage Ratio of not less than 1.50:1.00; (xiii) Evidence satisfactory to Lender showing that the Combined Loan Amount does not exceed seventy percent (70%) of the aggregate purchase price paid by Borrower, 3175 Mission Oaks and 3233 Mission Oaks for the acquisition of the Property and the Other Property; (xiv) If required by Lender, a so-called “PML” report with respect pursuant to the Property, which shall address (a) terms thereof in connection with the probable maximum loss that is likely to be sustained by the Property in the event of an earthquake or other seismic casualty at or affecting the Property, and (b) likelihood and likely intensity of an earthquake or other seismic casualty at or affecting the Property; (xv) Copies of all Leases covering any portion of the Property and/or the Improvements; (xvi) If required by Lender, a fully executed subordination, non-disturbance and attornment agreement and a tenant estoppel certificate executed by each tenant under a Lease, all in form and substance acceptable to Lender; (xvii) If required by Lender, evidence indicating compliance by the Improvements with applicable zoning requirements (without requirement for a variance); (xviii) If required by Lender, an environmental report with respect to the Property prepared by an environmental consultant acceptable to Lender; (xix) A Physical Conditions Report; (xx) A Certification of Non-Foreign Status with respect to Borrower; (xxi) A signed IRS Form W8 and W9 with respect to Borrower, as applicable; (xxii) Evidence that Borrower has retained JPMorgan Chase Bank, N.A. as its principal depository bank for property operating accounts related to the Property, and, to the extent permitted by law and contractual agreements, tenant security deposits for the Property; (xxiii) The most recently available financial statements of each Guarantor; and (xxiv) Such other information and documents as Lender may requireAdditional Closing.

Additional Closing Deliveries. Lender shall have received the following on the date hereof (or on the date as specified below) in form and substance satisfactory to Lender: (i) An opinion or opinions from counsel for Borrower and Guarantor; (ii) Current UCC, tax and judgment searches made in such places as Lender may specify, covering Borrower and showing no filings relating to, or which could relate to, the Mortgaged Property other than those made hereunder; (iii) Evidence of the insurance required under Section 6.01 7.01 hereof; (iv) A commitment to issue a the Title Policy with respect to the Deed of Trust and the Secured Guaranty Deed of TrustPolicy, together with copies of all documentation evidencing exceptions raised therein; (v) A certificate of a secretary or assistant secretary of Borrower certifying as to (A) the operating agreement of Borrower, (B) the authorizing resolutions of Borrower, and (C) incumbency and specimen signatures of signatories for Borrower, together with (D) a copy of the Certificate of Formation for Borrower certified by the Delaware Secretary of State as of a recent date, and (E) a certificate of good standing as of a recent date for Borrower from the Delaware Secretary of State, and (F) a certificate of good standing as of a recent date for Borrower from the California Secretary of State; (vi) A certificate of an authorized officer of each ▇▇▇▇▇▇▇ Guarantor, certifying as to (A) the operating agreement or limited partnership agreement, as applicable, of such ▇▇▇▇▇▇▇ Guarantor, (B) the authorizing resolutions of such ▇▇▇▇▇▇▇ Guarantor, and (C) incumbency and specimen signatures of signatories for such ▇▇▇▇▇▇▇ Guarantor, together with (D) a copy of the Certificate of Formation or Certificate of Limited Partnership, as applicable, for such ▇▇▇▇▇▇▇ Guarantor, certified by the Delaware Secretary of State as of a recent date, and (E) a certificate of good standing as of a recent date for such ▇▇▇▇▇▇▇ Guarantor from the Delaware Secretary of State as of a recent date; (vii) A certificate of an authorized officer of each Dune Guarantor, certifying as to (A) the authorizing resolutions of such Dune Guarantor, and (B) incumbency and specimen signatures of signatories for such Dune Guarantor, together with (C) a copy of the Certificate of Limited Partnership for such Dune Guarantor, certified by the Delaware Secretary of State as of a recent date, and (D) a certificate of good standing as of a recent date for such Dune Guarantor from the Delaware Secretary of State as of a recent date; (viii) An ALTA ALTA/ACSM survey of the Property certified in a manner acceptable to Lender (the “Survey”); (vi) A certificate of a secretary or assistant secretary of Borrower certifying as to (i) the operating agreement for Borrower, (ii) the authorizing resolution of Borrower, and (iii) incumbency and specimen signatures of signatories for Borrower, together with (w) a copy of the Certificate of Formation for Borrower, certified by the Delaware Secretary of State as of a recent date, (x) a copy of the Certificate of Authorization for Borrower, certified by the Texas Secretary of State as of a recent date, (y) certificate of existence and good standing as of a recent date for Borrower from the Delaware Secretary of State, and (z) certificates of existence and account status as of a recent date for Borrower from the Texas Secretary of State; (vii) A certificate of a secretary or assistant secretary of Guarantor certifying as to (i) the operating agreement for Guarantor, (ii) the authorizing resolution of Guarantor, and (iii) incumbency and specimen signatures of signatories for Guarantor, together with (y) a copy of the Certificate of Formation for Guarantor, certified by the Delaware Secretary of State as of a recent date, and (z) certificate of existence and good standing as of a recent date for Guarantor from the Delaware Secretary of State; (viii) A copy of the contract to purchase the Property and the related closing statement, certified as true, correct and complete by Borrower; (ix) If required by Lender, evidence Evidence indicating whether the Property is located within a one hundred year flood plain or identified as a special flood hazard area as defined by the Federal Insurance AdministrationEmergency Management Agency; and, if so, a flood notification form signed by the Borrower and evidence that flood insurance is in place for the building and contents, all in form and substance satisfactory to Lender; (x) An Appraisal of the Property and the Other Property showing the Combined Loan-to-Value Ratio to be no more than seventy sixty-six percent (7066.0%); (xi) Evidence satisfactory A soils report with respect to Lender that the Property prepared by an engineer acceptable to Lender, and copies of all other inspection and test reports with respect to the Other Property satisfy a Combined Debt Yield Ratio of not less than eleven percent (11%)made by or for Borrower; (xii) Evidence satisfactory An environmental report with respect to Lender that the Property and the Other Property satisfy a Combined Debt Service Coverage Ratio of not less than 1.50:1.00prepared by an environmental consultant acceptable to Lender; (xiii) Evidence satisfactory to Lender showing that the Combined Loan Amount does not exceed seventy percent (70%) of the aggregate purchase price paid by Borrower, 3175 Mission Oaks and 3233 Mission Oaks for the acquisition of the Property and the Other Property; (xiv) If required by Lender, a so-called “PML” report with respect to the Property, which shall address (a) the probable maximum loss that is likely to be sustained by the Property in the event of an earthquake or other seismic casualty at or affecting the Property, and (b) likelihood and likely intensity of an earthquake or other seismic casualty at or affecting the Property; (xv) Copies of all Leases covering any portion of the Property and/or the Improvements; (xvi) If required by Lender, a fully executed subordination, non-disturbance and attornment agreement and a tenant estoppel certificate executed by each tenant under a Lease, all in form and substance acceptable to Lender; (xvii) If required by Lender, evidence indicating compliance by the Improvements with applicable zoning requirements (without requirement for a variance); (xviiixiv) If required by Lender, an environmental report with respect to The Architect’s Certificate within thirty (30) days of the Property prepared by an environmental consultant acceptable to LenderClosing Date; (xixxv) A Physical Conditions ReportEvidence that all utilities and municipal services required for the construction and operation of the Improvements are available at the Property within thirty (30) days of the Closing Date; (xxxvi) The most recent available financial statements of Guarantor; (xvii) Evidence satisfactory to Lender that the Loan-to-Cost Ratio is no more than seventy percent (70.0%); (xviii) A Certification of Non-Foreign Status with respect to BorrowerStatus; (xxixix) A signed IRS Form W8 and W9 with respect to Borrower, W-8 or W-9 as applicable; (xxii) Evidence that Borrower has retained JPMorgan Chase Bank, N.A. as its principal depository bank for property operating accounts related to the Property, and, to the extent permitted by law and contractual agreements, tenant security deposits for the Property; (xxiii) The most recently available financial statements of each Guarantor; and (xxivxx) Such other information and documents as Lender may require.

Additional Closing Deliveries. Lender (a) On or prior to the Closing Date, the Company shall have received deliver or cause to be delivered to Buyer the following on the date hereof documents listed below, in form and substance satisfactory to LenderBuyer: (i) An opinion the Amended and Restated Declaration of Trust of the Company and the Certificate of Designation, each certified as of the Closing Date by the Company's secretary or opinions from counsel for Borrower and Guarantorassistant secretary; (ii) Current UCCresolutions of the Board of Trustees of the Company approving and authorizing this agreement and the transactions contemplated hereby, tax including the approval of the Certificate of Designation, each certified as of the Closing Date by the Company's secretary or assistant secretary as being in full force and judgment searches made in such places as Lender may specify, covering Borrower and showing no filings relating to, effect without modification or which could relate to, the Property other than those made hereunderamendment; (iii) Evidence resolutions of the insurance required under Section 6.01 hereofshareholders of the Company approving and authorizing the adoption of the Amended and Restated Declaration of Trust and the issuance of the Class A Preferred Shares as contemplated hereby, certified as of the Closing Date by the Company's secretary or assistant secretary as being in full force and effect without modification or amendment; (iv) A commitment to issue a Title Policy with respect to signature and incumbency certificates of the Deed officers of Trust the Company executing this agreement and the Secured Guaranty Deed of Trust, together with copies of all documentation evidencing exceptions raised thereinany other documents executed and delivered in connection herewith; (v) A certificate opinions of a secretary or assistant secretary of Borrower certifying as to (A) the operating agreement of Borrower, (B) the authorizing resolutions of Borrower, and (C) incumbency and specimen signatures of signatories for Borrower, together with (D) a copy of the Certificate of Formation for Borrower certified by the Delaware Secretary of State as of a recent date, and (E) a certificate of good standing as of a recent date for Borrower from the Delaware Secretary of State, and (F) a certificate of good standing as of a recent date for Borrower from the California Secretary of State; (vi) A certificate of an authorized officer of each ▇▇▇▇▇▇▇▇▇ GuarantorGlusker Fields Claman Machtinger LLP, certifying counsel to the Company, in the form of Exhibit C; and (vi) wire transfer instructions with respect to the payment of the Purchase Price. (b) On or prior to the Closing Date, Buyer shall deliver or cause to be delivered to the Company the documents listed below, in form and substance satisfactory to the Company: (i) copies of the certificate of formation of Buyer together with a good standing certificate from the state of its formation, dated as of a recent date prior to the Closing Date and certified by the Secretary of State or other authorized governmental entity; (Aii) signature and incumbency certificates of the operating officers executing this agreement or limited partnership agreement, as applicable, on behalf of such ▇Buyer and any other documents executed and delivered in connection herewith; and (iii) opinions of Battle ▇▇▇▇▇▇ GuarantorLLP, (B) the authorizing resolutions of such ▇▇▇▇▇▇▇ Guarantorcounsel to Buyer, and (C) incumbency and specimen signatures of signatories for such ▇▇▇▇▇▇▇ Guarantor, together with (D) a copy of the Certificate of Formation or Certificate of Limited Partnership, as applicable, for such ▇▇▇▇▇▇▇ Guarantor, certified by the Delaware Secretary of State as of a recent date, and (E) a certificate of good standing as of a recent date for such ▇▇▇▇▇▇▇ Guarantor from the Delaware Secretary of State as of a recent date; (vii) A certificate of an authorized officer of each Dune Guarantor, certifying as to (A) the authorizing resolutions of such Dune Guarantor, and (B) incumbency and specimen signatures of signatories for such Dune Guarantor, together with (C) a copy of the Certificate of Limited Partnership for such Dune Guarantor, certified by the Delaware Secretary of State as of a recent date, and (D) a certificate of good standing as of a recent date for such Dune Guarantor from the Delaware Secretary of State as of a recent date; (viii) An ALTA survey of the Property certified in a manner acceptable to Lender (the “Survey”); (ix) If required by Lender, evidence indicating whether the Property is located within a one hundred year flood plain or identified as a special flood hazard area as defined by the Federal Insurance Administration; and, if so, a flood notification form signed by the Borrower and evidence that flood insurance is in place for the building and contents, all in form and substance satisfactory to Lender; (x) An Appraisal of the Property and the Other Property showing the Combined Loan-to-Value Ratio to be no more than seventy percent (70%); (xi) Evidence satisfactory to Lender that the Property and the Other Property satisfy a Combined Debt Yield Ratio of not less than eleven percent (11%); (xii) Evidence satisfactory to Lender that the Property and the Other Property satisfy a Combined Debt Service Coverage Ratio of not less than 1.50:1.00; (xiii) Evidence satisfactory to Lender showing that the Combined Loan Amount does not exceed seventy percent (70%) of the aggregate purchase price paid by Borrower, 3175 Mission Oaks and 3233 Mission Oaks for the acquisition of the Property and the Other Property; (xiv) If required by Lender, a so-called “PML” report with respect to the Property, which shall address (a) the probable maximum loss that is likely to be sustained by the Property in the event form of an earthquake or other seismic casualty at or affecting the Property, and (b) likelihood and likely intensity of an earthquake or other seismic casualty at or affecting the Property; (xv) Copies of all Leases covering any portion of the Property and/or the Improvements; (xvi) If required by Lender, a fully executed subordination, non-disturbance and attornment agreement and a tenant estoppel certificate executed by each tenant under a Lease, all in form and substance acceptable to Lender; (xvii) If required by Lender, evidence indicating compliance by the Improvements with applicable zoning requirements (without requirement for a variance); (xviii) If required by Lender, an environmental report with respect to the Property prepared by an environmental consultant acceptable to Lender; (xix) A Physical Conditions Report; (xx) A Certification of Non-Foreign Status with respect to Borrower; (xxi) A signed IRS Form W8 and W9 with respect to Borrower, as applicable; (xxii) Evidence that Borrower has retained JPMorgan Chase Bank, N.A. as its principal depository bank for property operating accounts related to the Property, and, to the extent permitted by law and contractual agreements, tenant security deposits for the Property; (xxiii) The most recently available financial statements of each Guarantor; and (xxiv) Such other information and documents as Lender may require.Exhibit D.

Additional Closing Deliveries. Lender Administrative Agent shall have received the following on the date hereof in form and substance satisfactory to LenderAdministrative Agent: (i) An opinion or opinions from counsel for Borrower and GuarantorGuarantor covering such items as Administrative Agent and its counsel may require; (ii) Current UCC, tax and judgment searches made in such places as Lender Administrative Agent may specify, covering Borrower and showing no filings relating to, or which could relate to, the Mortgaged Property other than those made hereunder; (iii) Evidence of the insurance required under Section 6.01 7.01 hereof; (iv) A commitment to issue a the Title Policy with respect to the Deed of Trust and the Secured Guaranty Deed of Trustfor each Property, together with copies of all documentation evidencing exceptions raised therein; (v) A certificate of a secretary or assistant secretary of Borrower certifying as to (A) the operating agreement of Borrower, (B) the authorizing resolutions of Borrower, and (C) incumbency and specimen signatures of signatories for Borrower, together with (D) a copy of the Certificate of Formation for Borrower certified by the Delaware Secretary of State as of a recent date, and (E) a certificate of good standing as of a recent date for Borrower from the Delaware Secretary of State, and (F) a certificate of good standing as of a recent date for Borrower from the California Secretary of State; (vi) A certificate of an authorized officer of each ▇▇▇▇▇▇▇ Guarantor, certifying as to (A) the operating agreement or limited partnership agreement, as applicable, of such ▇▇▇▇▇▇▇ Guarantor, (B) the authorizing resolutions of such ▇▇▇▇▇▇▇ Guarantor, and (C) incumbency and specimen signatures of signatories for such ▇▇▇▇▇▇▇ Guarantor, together with (D) a copy of the Certificate of Formation or Certificate of Limited Partnership, as applicable, for such ▇▇▇▇▇▇▇ Guarantor, certified by the Delaware Secretary of State as of a recent date, and (E) a certificate of good standing as of a recent date for such ▇▇▇▇▇▇▇ Guarantor from the Delaware Secretary of State as of a recent date; (vii) A certificate of an authorized officer of each Dune Guarantor, certifying as to (A) the authorizing resolutions of such Dune Guarantor, and (B) incumbency and specimen signatures of signatories for such Dune Guarantor, together with (C) a copy of the Certificate of Limited Partnership for such Dune Guarantor, certified by the Delaware Secretary of State as of a recent date, and (D) a certificate of good standing as of a recent date for such Dune Guarantor from the Delaware Secretary of State as of a recent date; (viii) An ALTA survey of the each Property certified in a manner acceptable to Lender Administrative Agent (the “"Survey”"); (ixvi) If required Copies of organizational documents for Borrower, Guarantor and any other entity reasonably requested by LenderAdministrative Agent based on the organizational chart for Borrower, together with good standing certificates, resolutions, incumbency certificates, and such other evidence of authority to enter into the Loan Documents as Administrative Agent may reasonably require. (vii) A copy of the contracts to purchase the Greenhouse Property and the related closing statement; (viii) Evidence indicating whether the Improvements or any part thereof for any Property is are or will be located within a one hundred year flood plain or other area identified by Administrative Agent as having high or moderate risk of flooding or identified as a special flood hazard area as defined by the Federal Insurance Administration; Emergency Management Agency, and, if so, a flood notification form signed by the Borrower and evidence that the flood insurance required by Article VII of this Agreement is in place for the building Improvements and contents, if applicable, all in form form, substance and substance amount satisfactory to LenderAdministrative Agent and the Lenders; (ix) An Appraisal for each Property acceptable to Administrative; (x) An Appraisal A soils report with respect to each Property prepared by an engineer acceptable to Administrative Agent, and copies of the all other inspection and test reports with respect to each Property and the Other Property showing the Combined Loan-to-Value Ratio to be no more than seventy percent (70%)made by or for Borrower; (xi) Evidence satisfactory An environmental report with respect to Lender that the each Property and the Other Property satisfy a Combined Debt Yield Ratio of not less than eleven percent (11%)prepared by an environmental consultant acceptable to Administrative Agent; (xii) Evidence satisfactory to Lender that the Property and the Other Property satisfy a Combined Debt Service Coverage Ratio of not less than 1.50:1.00; (xiii) Evidence satisfactory to Lender showing that the Combined Loan Amount does not exceed seventy percent (70%) of the aggregate purchase price paid by Borrower, 3175 Mission Oaks and 3233 Mission Oaks for the acquisition of the Property and the Other Property; (xiv) If required by Lender, a so-called “PML” report with respect to the Property, which shall address (a) the probable maximum loss that is likely to be sustained by the Property in the event of an earthquake or other seismic casualty at or affecting the Property, and (b) likelihood and likely intensity of an earthquake or other seismic casualty at or affecting the Property; (xv) Copies of all Leases covering any portion of the Property and/or the Improvements; (xvi) If required by Lender, a fully executed subordination, non-disturbance and attornment agreement and a tenant estoppel certificate executed by each tenant under a Lease, all in form and substance acceptable to Lender; (xvii) If required by Lender, evidence indicating compliance by the Improvements for each Property with applicable zoning requirements (without requirement for a variance); (xiii) Evidence that all utilities and municipal services required for the operation of the Improvements are available at each Property; (xiv) The most recent available financial statements of Borrower and Guarantor; (xv) [Reserved] (1) A certificate of an authorized representative of Borrower and Guarantor certifying as to the operating agreements for each of Borrower and Guarantor, (2) the authorizing resolutions of Borrower and Guarantor, and (3) incumbency certificate and specimen signatures of signatories for Borrower and Guarantor, together with (x) a copy of the Certificate of Formation for Borrower and Guarantor, each certified by the Delaware Secretary of State as of a recent date, (y) certificates of good standing as of a recent date for Borrower and Guarantor from the Delaware Secretary of State, and (z) a certificate of good standing as of a recent date for each Borrower from the Secretary of State of the state of each Borrower's formation; (xvii) Copies of all leases for space of 10,000 square feet or more within each Property, together with estoppel letters from tenants occupying in the aggregate at least 75% of the leasable space within the Improvements at each Property (or other amounts acceptable to Administrative Agent), and in the form received by Borrower in connection with its acquisition of each Property, with such changes thereto as Administrative Agent reasonably requests so as to allow Administrative Agent to rely on and enforce any such estoppels; (xviii) If required by Lender, an environmental report with respect to the Property prepared by an environmental consultant acceptable to Lender[Intentionally Deleted]; (xix) A Physical Conditions Reportsigned IRS Form W 8 or W 9 as applicable for each Borrower and Guarantor; (xx) A Certification copy of Non-Foreign Status with respect the environmental insurance policy covering the Property, including all endorsements, amendments, renewals, and certificates, in all respects acceptable to BorrowerAdministrative Agent; (xxi) A signed IRS Form W8 All other due diligence items required by Administrative Agent, including without limitation copies of all exceptions listed in the title report, the soils report, copies of licenses, permits and W9 with respect related agreements pertaining to Borrowereach Property, as applicableand any other due diligence items required by Administrative Agent; (xxii) Evidence that Borrower has retained JPMorgan Chase Bank, N.A. as its principal depository bank for property operating accounts related A legal review of all legal and regulatory matters satisfactory to the Property, and, to the extent permitted by law and contractual agreements, tenant security deposits for the PropertyAdministrative Agent; (xxiii) The most recently available financial statements Borrower shall have paid all fees and costs then owing to Administrative Agent and Lenders; (xxiv) A Borrowing Base Certificate executed by Borrower; (xxv) All representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects (including, without limitation, representations relating to any material adverse change in the condition of each Borrower or Guarantor and any representation relating to litigation impacting Borrower or Guarantor); and (xxivxxvi) Such other information and documents as Administrative Agent may reasonably require. Borrower shall have a right to request in writing that Lender may requirenotify Borrower of any conditions specified above in this Section 2.02 that have not been satisfied prior to the proposed date and time of the recordation of the Mortgage, provided that Borrower shall make such request at least 24 hours prior to the scheduled time of such recordation; and Lender shall make a good faith effort to identify, prior to such recordation, any such outstanding items specified above in Section 2.02 that have not yet been satisfied.

Additional Closing Deliveries. Lender shall have received the following on the date hereof in form and substance satisfactory to Lender: (i) An opinion or opinions from counsel for Borrower and Guarantor; (ii) Current UCC, tax and judgment searches made in such places as Lender may specify, covering Borrower and showing no filings relating to, or which could relate to, the Property other than those made hereunder; (iii) Evidence of the insurance required under Section 6.01 hereof; (iv) A commitment to issue a Title Policy with respect to the Deed of Trust and the Secured Guaranty Deed of Trust, together with copies of all documentation evidencing exceptions raised therein; (v) A certificate of a secretary or assistant secretary of Borrower certifying as to (A) the operating agreement of Borrower, (B) the authorizing resolutions of Borrower, and (C) incumbency and specimen signatures of signatories for Borrower, together with (D) a copy of the Certificate of Formation for Borrower certified by the Delaware Secretary of State as of a recent date, and (E) a certificate of good standing as of a recent date for Borrower from the Delaware Secretary of State, and (F) a certificate of good standing as of a recent date for Borrower from the California Secretary of State; (vi) A certificate of an authorized officer of each ▇▇▇▇▇▇▇ Guarantor, certifying as to (A) the operating agreement or limited partnership agreement, as applicable, of such ▇▇▇▇▇▇▇ Guarantor, (B) the authorizing resolutions of such ▇▇▇▇▇▇▇ Guarantor, and (C) incumbency and specimen signatures of signatories for such ▇▇▇▇▇▇▇ Guarantor, together with (D) a copy of the Certificate of Formation or Certificate of Limited Partnership, as applicable, for such ▇▇▇▇▇▇▇ Guarantor, certified by the Delaware Secretary of State as of a recent date, and (E) a certificate of good standing as of a recent date for such ▇▇▇▇▇▇▇ Guarantor from the Delaware Secretary of State as of a recent date; (vii) A certificate of an authorized officer of each Dune Guarantor, certifying as to (A) the authorizing resolutions of such Dune Guarantor, and (B) incumbency and specimen signatures of signatories for such Dune Guarantor, together with (C) a copy of the Certificate of Limited Partnership for such Dune Guarantor, certified by the Delaware Secretary of State as of a recent date, and (D) a certificate of good standing as of a recent date for such Dune Guarantor from the Delaware Secretary of State as of a recent date; (viii) An ALTA survey of the Property certified in a manner acceptable to Lender (the “Survey”); (ix) If required by Lender, evidence indicating whether the Property is located within a one hundred year flood plain or identified as a special flood hazard area as defined by the Federal Insurance Administration; and, if so, a flood notification form signed by the Borrower and evidence that flood insurance is in place for the building and contents, all in form and substance satisfactory to Lender; (x) An Appraisal of the Property and the Other Property showing the Combined Loan-to-Value Ratio to be no more than seventy percent (70%); (xi) Evidence satisfactory to Lender that the Property and the Other Property satisfy a Combined Debt Yield Ratio of not less than eleven percent (11%); (xii) Evidence satisfactory to Lender that the Property and the Other Property satisfy a Combined Debt Service Coverage Ratio of not less than 1.50:1.00; (xiii) Evidence satisfactory to Lender showing that the Combined Loan Amount does not exceed seventy percent (70%) of the aggregate purchase price paid by Borrower, 3175 3001 Mission Oaks and 3233 3175 Mission Oaks for the acquisition of the Property and the Other Property; (xiv) If required by Lender, a so-called “PML” report with respect to the Property, which shall address (a) the probable maximum loss that is likely to be sustained by the Property in the event of an earthquake or other seismic casualty at or affecting the Property, and (b) likelihood and likely intensity of an earthquake or other seismic casualty at or affecting the Property; (xv) Copies of all Leases covering any portion of the Property and/or the Improvements; (xvi) If required by Lender, a fully executed subordination, non-disturbance and attornment agreement and a tenant estoppel certificate executed by each tenant under a Lease, all in form and substance acceptable to Lender; (xvii) If required by Lender, evidence indicating compliance by the Improvements with applicable zoning requirements (without requirement for a variance); (xviii) If required by Lender, an environmental report with respect to the Property prepared by an environmental consultant acceptable to Lender; (xix) A Physical Conditions Report; (xx) A Certification of Non-Foreign Status with respect to Borrower; (xxi) A signed IRS Form W8 and W9 with respect to Borrower, as applicable; (xxii) Evidence that Borrower has retained JPMorgan Chase Bank, N.A. as its principal depository bank for property operating accounts related to the Property, and, to the extent permitted by law and contractual agreements, tenant security deposits for the Property; (xxiii) Evidence reasonably satisfactory to Lender that the term of the Technicolor Lease has been extended through a date no earlier than December 31, 2014, on terms and conditions satisfactory to Lender; (xxiv) The most recently available financial statements of each Guarantor; and (xxivxxv) Such other information and documents as Lender may require.