Common use of Closing Procedure Clause in Contracts

Closing Procedure. (i) At Closing, Buyer will deliver the Purchase Price to Seller, conditioned on Seller's delivery of the Deed, in the form attached hereto as Exhibit C, conveying the Property to Buyer, free and clear of all liens, encumbrances, title defects, and exceptions other than Permitted Encumbrances, and the Title Company's delivery of the marked-up copy of the Title Commitment (or pro forma policy) to Buyer in accordance with Section 6 above. (ii) Possession of the Property will be delivered to the Buyer at Closing, in the same condition as it existed on the Contract Date, ordinary wear and tear and casualty excepted. (iii) At Closing, Buyer and Seller will execute and deliver the Assignment And Assumption Of Lease attached hereto as Exhibit D (the "Assignment"), in accordance with Section 12 below. (iv) At Closing, Buyer and Seller will execute and deliver the Temporary Parking Lot Access Agreement attached as Exhibit E. (v) At Closing, Seller will execute and deliver to Buyer an access easement agreement, in a form to be agreed upon by the Parties' and their respective counsel, under which Seller will grant to Buyer a non-exclusive easement for pedestrian and vehicular access over and across the eastern half of Outlot A and a portion of the eastern half of Outlot B as said outlots are shown on the recorded plat of Vail's Subdivision (First Replat) recorded on October 4, 2013, as Document No. 1330638 in the Office ofthe Recorder of St. ▇▇▇▇▇▇ County (the "Access Easement Agreement"). The purpose of the Access Easement Agreement will be to permit Buyer various access points to the Building in service of its anticipated storage-related use of portions of the Building. Buyer will be responsible for all maintenance of the easement area subject to the Access Easement Agreement.

Closing Procedure. (a) At least one business day prior to the date of Closing, Purchaser shall have delivered to Escrow Agent three (3) counterpart executed originals of the following documents and the following sums of money required to be delivered by Purchaser hereunder: (i) At Closing, Buyer will deliver the The Purchase Price to Seller, conditioned on Seller's delivery of the Deed, in the form attached hereto as Exhibit C, conveying the Property to Buyer, free and clear of all liens, encumbrances, title defects, and exceptions other than Permitted Encumbrances, and the Title Company's delivery of the marked-up copy of the Title Commitment (or pro forma policy) to Buyer manner set forth in accordance with Section 6 above.Paragraph 2(a); (ii) Possession of the Property will Such funds as may be delivered necessary to the Buyer at Closingcomply with Purchaser's obligations hereunder regarding prorations, in the same condition as it existed on the Contract Date, ordinary wear costs and tear and casualty excepted.expenses; and (iii) At Closing, Buyer and Seller will execute and deliver A signed counterpart of the Assignment And Assumption Of Lease of Leases and Security Deposits ("Assignment of Leases") substantially in the form and substance of Exhibit "J" attached hereto as Exhibit D and forming a part hereof and a signed counterpart of the Assignment of Service and Miscellaneous Rights and Agreements (the "AssignmentAssignment of Service Contracts")) substantially in the form and substance of Exhibit "K" attached hereto and forming a part hereof. (b) At least one business day prior to the date of Closing, Seller shall have delivered to Escrow Agent counterpart executed originals of the following documents: (i) The Grant Deed in accordance with Section 12 below.the form of Exhibit "H" attached hereto and forming a part hereof; (ii) A Bill of Sale (th▇ "▇ill of Sale") i▇ ▇▇e form of Exhibit "I" attached hereto covering the Personal Property; (iii) An Assignment of Leases; (iv) At Closing, Buyer and Seller will execute and deliver the Temporary Parking Lot Access Agreement attached as Exhibit E.An Assignment of Service Contracts; (v) At An original counterpart of each of the Service Contracts and Leases if in Seller's possession or under its control; (vi) Notices to each of the tenants and occu pants of the Property of the transfer of the Property to Purchaser substantially in the form and substance of Exhibit "M" attached hereto and forming a part hereof; (c) Upon delivery of the foregoing sums and docu ments, Escrow Agent shall cause Title Company to cause the Grant Deed to be recorded (by a special recording if neces sary) in the Official Records of Los Angeles County, California, and immediately to issue the Title Policy. (d) Promptly following the Closing, a representa tive of the Seller will execute and deliver arrange to Buyer an access easement agreement, in meet with a form to be agreed upon by representative of Purchaser at the Parties' and their respective counsel, under which Seller will grant to Buyer a non-exclusive easement Property for pedestrian and vehicular access over and across the eastern half purpose of Outlot A and a portion delivering operating control of the eastern half of Outlot B as said outlots are shown on the recorded plat of Vail's Subdivision (First Replat) recorded on October 4, 2013Property to Purchaser, as Document No. 1330638 follows: (i) Delivery of identified and coded keys to the Property; (ii) To the extent they are in Seller's possession or under its control all building permits, certificates of occupancy, elevator operating permits, third- party engineering, structural and maintenance reports covering the Office ofthe Recorder of St. ▇▇▇▇▇▇ County Property; (iii) All warranties and operating manuals that Seller may have from vendors, contractors or servicing agents with respect to the "Access Easement Agreement"). The purpose physical condition of the Access Easement Agreement will be to permit Buyer various access points Property or any portion thereof or the equipment located thereon; and (iv) All tenant and service provider billing and payment histories and correspondence to the Building extent in service of Seller's possession or under its anticipated storage-related use of portions of the Building. Buyer will be responsible for all maintenance of the easement area subject to the Access Easement Agreementcontrol.

Closing Procedure. Seller shall execute and deliver or cause to be delivered to Purchaser on or before the Closing: (ia) At Closing, Buyer will deliver the Purchase Price to Seller, conditioned on Seller's delivery of the a Limited Warranty Deed, in the form attached hereto as Exhibit CE, proper for recording, conveying the Land and Improvements to Purchaser, subject, however, to such title matters as are set forth in Exhibit F (the "Permitted Encumbrances"); (b) a Bill of Sale in the form attached hereto as Exh▇▇▇▇ G, dated as of the date of Closing transferring the Personal Property to BuyerPurchaser, which bill of sale shall contain no warranties, ▇xpress or implied, by Seller except that Seller owns the Personal Property transferred thereby, free and clear of all liens, encumbrances, title defects, and exceptions other than liens or encumbrances except as set forth in Exhibit F (the "Permitted Encumbrances, "); (c) an Assignment and the Title Company's delivery Assumption of the marked-up copy of the Title Commitment (or pro forma policy) to Buyer in accordance with Section 6 above. (ii) Possession of the Property will be delivered to the Buyer at Closing, Leases in the same condition as it existed on the Contract Date, ordinary wear and tear and casualty excepted. (iii) At Closing, Buyer and Seller will execute and deliver the Assignment And Assumption Of Lease form attached hereto as Exhibit D H, dated the date of Closing, assigning all of the Seller's right, title and interest as landlord in and to any Leases; (d) an Assignment and Assumption of Operating Agreements in the form attached hereto as Exhibit I, dated the date of Closing, assigning to Purchaser all of Seller's right, title and interest in, to and under the Operating Agreements; (e) an Assignment and Assumption of Other Agreements in the form attached hereto as Exhibit J, dated the date of Closing, assigning to Purchaser all of Seller's right, title and interest in, to and under the Other Agreements; (f) a "General Assignment"" by Seller to Purchaser, in the form annexed hereto as Exhibit T, of all of Seller's right, title and interest in and to the following, if any: (i) all warranties and guarantees of manufacturers, suppliers and contractors, to the extent the same are assignable, (ii) all permits of Governmental Authorities, and licenses and approvals of private utilities and others, required for or necessary to the operation and maintenance of the Mall, to the extent the same are assignable and relate to the Mall, (iii) all cash security deposits held by any utility with respect to the Mall (plus the interest accrued thereon, if any), in accordance with Section 12 below. (iv) At Closingthe Intangible Personal Property, Buyer and Seller will execute and deliver the Temporary Parking Lot Access Agreement attached as Exhibit E. (v) At Closingall site plans, surveys, plans or specifications and floor plans relating to the Mall, (vi) all traffic pattern and similar studies, all architectural and engineering plans (whether "as built" or design), including, without limitation, any such plans relating to any proposed expansion or renovation, and any feasibility or marketing studies prepared by third parties for Seller will execute or any affiliate of Seller, (vii) all catalogues, booklets, manuals, files, logs, records, correspondence, tenant lists, tenant prospect lists, tenant histories, tenant files, brochures and deliver materials, advertisements and other similar intangible property directly relating to Buyer an access easement agreementthe Mall or any part thereof and, if necessary, separate assignments in a proper form relating to be agreed upon items in clause (iv) and (viii) all agreements to operate for specific periods, radius restriction agreements and similar agreements made by the Parties' tenants and their respective counsel, under which Seller will grant to Buyer a non-exclusive easement for pedestrian and vehicular access over and across anchor stores operating at or in connection with the eastern half of Outlot A and a portion of the eastern half of Outlot B as said outlots are shown on the recorded plat of Vail's Subdivision (First Replat) recorded on October 4, 2013, as Document No. 1330638 in the Office ofthe Recorder of St. ▇▇▇▇▇▇ County (the "Access Easement Agreement"). The purpose of the Access Easement Agreement will be to permit Buyer various access points to the Building in service of its anticipated storage-related use of portions of the Building. Buyer will be responsible for all maintenance of the easement area subject to the Access Easement AgreementPremises.

Closing Procedure. (a) At least one business day prior to the date of Closing, Purchaser shall have delivered to Escrow Agent counterpart executed originals of the following documents and the following sums of money required to be delivered by Purchaser hereunder: (i) At Closing, Buyer will deliver the The Purchase Price to Seller, conditioned on Seller's delivery of the Deed, in the form attached hereto as Exhibit C, conveying the Property to Buyer, free and clear of all liens, encumbrances, title defects, and exceptions other than Permitted Encumbrances, and the Title Company's delivery of the marked-up copy of the Title Commitment (or pro forma policy) to Buyer manner set forth in accordance with Section 6 above.Paragraph 2; (ii) Possession of the Property will Such funds as may be delivered necessary to the Buyer at Closingcomply with Purchaser's obligations hereunder regarding prorations, in the same condition as it existed on the Contract Date, ordinary wear costs and tear and casualty excepted.expenses; and (iii) A signed counterpart of the Assignment of Leases and a signed counterpart of the Assignment of Service Contracts. (b) At least one business day prior to the date of Closing, Buyer and Seller will execute and deliver shall have delivered to Escrow Agent counterpart executed originals of the Assignment And Assumption Of Lease following documents: (i) The Grant Deed in the form of Exhibit "E" attached hereto as Exhibit D and forming a part hereof; (ii) A B▇▇▇ of Sale (the "AssignmentB▇▇▇ of Sale"), ) in accordance with Section 12 below.the form of Exhibit "F" attached hereto covering the Personal Property; (iii) An Assignment and Assumption of Leases and Security Agreements (the "Assignment of Leases") substantially in the form and substance of Exhibit "G" attached hereto and forming a part hereof; (iv) At Closing, Buyer An Assignment and Seller will execute Assumption of Service and deliver Miscellaneous Rights and Agreements (the Temporary Parking Lot Access Agreement "Assignment of Service Contracts") substantially in the form and substance of Exhibit "H" attached as Exhibit E.hereto and forming a part hereof; (v) At ClosingAn original counterpart of each of the Service Contracts, Leases and keys to the Property if in Seller's possession or under its control; (vi) Notices to each of the tenants and occupants of the Property of the transfer of the Property to Purchaser; (vii) To the extent they are in Seller's possession, a complete set of all plans, specifications and as-built drawings, and all building permits, certificates of occupancy, third-party soil reports, and environmental reports and studies relating to the Improvements; and (viii) All warranties and operating manuals that Seller will execute may have from vendors, contractors or servicing agents with respect to the physical condition of the Property or any portion thereof or the equipment located thereon. (c) Upon delivery of the foregoing sums and deliver documents, Escrow Agent shall cause Title Company to Buyer an access easement agreement, in a form cause the Grant Deed to be agreed upon recorded (by the Parties' and their respective counsel, under which Seller will grant to Buyer a non-exclusive easement for pedestrian and vehicular access over and across the eastern half of Outlot A and a portion of the eastern half of Outlot B as said outlots are shown on the recorded plat of Vail's Subdivision (First Replatspecial recording if necessary) recorded on October 4, 2013, as Document No. 1330638 in the Office ofthe Recorder Official Records of St. ▇▇▇▇▇▇ County (Los Angeles County, California, and immediately to issue the "Access Easement Agreement"). The purpose of the Access Easement Agreement will be to permit Buyer various access points to the Building in service of its anticipated storage-related use of portions of the Building. Buyer will be responsible for all maintenance of the easement area subject to the Access Easement AgreementTitle Policy.

Closing Procedure. (i) A. At the Closing, Buyer will the Seller shall (a) deliver to the Purchase Price Purchaser, (b) deliver to the Escrow Agent, or (c) cause a national title company acceptable to the Purchaser (the “Title Company”) to issue, as appropriate, the following, all in form and substance reasonably satisfactory to the Purchaser, as applicable: For any Parcel then owned by the Seller: A deed in the form required by the County, duly executed and acknowledged by the Seller, conditioned on Seller's delivery conveying to the Purchaser, or the Purchaser’s designee, good, marketable title to the Parcel, in proper form for recording and subject only to the Permitted Title Exceptions. For any Parcel where the Seller has only an option, An assignment of the DeedSeller’s option in such Parcel, in the form attached hereto and substance reasonably satisfactory to the Purchaser, transferring to the Purchaser, or the Purchaser’s designee, the Seller’s option in such Parcel, in proper form for recording and subject only to the Permitted Title Exceptions. The option exercise price shall be deducted from the Purchase Price. And provided further, the Seller shall deliver, (i) An affidavit executed by the Seller, stating the Seller’s U. S. Taxpayer identification number and that the Seller is not a “foreign person” (as Exhibit C, conveying defined under the Property to Buyer, free and clear of all liens, encumbrances, title defects, and exceptions other than Permitted Encumbrances, Foreign Investment in Real Land Tax Act and the Title Company's delivery regulations promulgated thereunder) and that the Purchaser is not required to withhold any portion of the marked-up copy Purchase Price under the provisions of the Title Commitment (or pro forma policy) to Buyer in accordance with Section 6 abovesuch Act. (ii) Possession The Title Policy in the form required under Article VI. (iii) All such further instruments and documents as are normally made or delivered in connection with the sale of property similar to the Property in the county and state where the Property is located or as may be necessary, expedient, proper, or appropriate in the reasonable opinion of the Purchaser or the Purchaser’s counsel, in order to complete the transactions contemplated by this Agreement. B. On the date of the Closing, and provided that all conditions precedent to the Purchaser’s obligations under this Agreement are satisfied, the Purchaser shall deliver to the Escrow Agent, the amount of the Purchase Price (less credits, adjustments, and prorations in accordance with this Agreement) by wire transfer or other immediately available funds. C. On the date of Closing, the Escrow Agent shall disburse the Purchase Price (as adjusted by prorations, adjustments and credits and the Seller’s closing costs) to the Seller, and the Seller shall deliver possession of the Property will be delivered to the Buyer at Closing, Purchaser in the same condition as it existed the Property exists on the Contract Effective Date, ordinary wear and tear and casualty excepted. D. The Seller shall pay: (i) any State or local transfer or stamp taxes or similar charges; (ii) the cost of recording the instruments of conveyance and any releases of Removable Liens, as hereinafter defined, or other unpermitted exceptions; and (iii) At the cost of issuing the title commitment, title policy and survey. The Purchaser shall pay the cost of recording any instruments securing financing of the Purchaser’s acquisition. The cost of the closing escrow and all other closing costs shall be borne one-half by each of the Purchaser and the Seller. Each party shall pay for its own attorneys. E. If the Property is agriculturally assessed, then at the Closing, Buyer the Seller and Seller will execute and deliver the Assignment And Assumption Of Lease attached hereto as Exhibit D Purchaser shall enter into an escrow agreement (the "Assignment"), “Rollback Tax Escrow Agreement”) relative to the treatment and handling of any agricultural recoupment or roll-back tax to become due and owing after Closing as a consequence of the change in accordance with Section 12 belowuse of the Property from agricultural to non- agricultural. The Rollback Tax Escrow Agreement shall provide that the burden of the future payment of the agricultural recoupment or roll-back tax shall be borne by the parties in proportion to their periods of ownership during the period covered by the recoupment or roll-back. (ivi) At The Rollback Tax Escrow Agreement shall provide that the Seller shall pay into escrow at Closing the amount of agricultural recoupment tax or rollback tax which the applicable county auditor estimates could be due and owing in connection with the potential immediate conversion of the Parcel to non-agricultural uses. If the Purchaser elects to continue agricultural use of the Parcel beyond the Closing, Buyer and Seller will execute and deliver the Temporary Parking Lot Access Agreement attached as Exhibit E. (v) At Closing, Seller will execute and deliver to Buyer an access easement agreement, in a form to be agreed upon by the Parties' and their respective counsel, under which Seller will grant to Buyer a non-exclusive easement for pedestrian and vehicular access over and across the eastern half of Outlot A and a portion proportionate amounts of the eastern half escrow sum shall be refunded to the Seller on an annual basis for each tax year following Closing that the Property remains classified for agricultural uses. The terms and conditions of Outlot B as said outlots are shown on the recorded plat escrow, release and responsibility of Vail's Subdivision (First Replat) recorded on October 4, 2013, as Document No. 1330638 the parties to pay the agricultural recoupment tax shall be addressed in further detail in the Office ofthe Recorder Rollback Tax Escrow Agreement. F. The Seller provides no warranty as to the validity or enforceability against the Seller theroef of St. ▇▇▇▇▇▇ County (the "Access Easement any option on any Property which may be transferred pursuant to this Agreement"). The purpose , any right of the Access Easement Agreement will be to permit Buyer various access points to the Building in service of its anticipated storage-related use of portions of the Building. Buyer will be responsible for all maintenance of the easement area Seller hereunder is made expressly subject to the Access Easement Agreementterms of such option.

Closing Procedure. Seller shall execute and deliver or cause to be delivered: (ia) At Closing, Buyer will deliver the Purchase Price to Seller, conditioned on Seller's delivery of the a Special Warranty Deed, in the form attached hereto as Exhibit C, proper for recording, conveying Seller's interest in the Real Property to Purchaser, subject, however, to: (i) restrictions as reported in the Title Commitment (defined in Section 6.5) or shown on the Survey (as defined in Section 6.4) and either approved by Purchaser or as to which objection has been waived by Purchaser, (ii) taxes not yet due and payable, (iii) the rights of lessees and licensees of space in the Improvements at the time of Closing (to the extent shown on the Rent Roll), and (iv) any encumbrances permitted by the terms of this Agreement; (b) a ▇▇▇▇ of Sale and General Assignment in the form attached hereto as Exhibit D, dated as of the date of Closing, conveying to Purchaser any and all Personal Property; (c) an Assignment and Assumption of Leases and Security Deposits in the form attached hereto as Exhibit E, dated the date of Closing, assigning all of the landlord's right, title and interest in and to any tenant and other leases covering all or any portion of the Real Property and in and to any and all security deposits; (d) an Assignment and Assumption of Borough of Camp Hill Agreement (the "Assignment and Assumption of Borough of Camp Hill Agreement") assigning that certain Borough of Camp Hill Agreement for Completion and Guarantee of Plan Improvements, a copy of which is attached hereto as Exhibit H; (e) Tenant Notification Letters (the "Tenant Notices"), dated the date of the Closing, executed by Seller, and complying with applicable statutes in order to relieve Seller of liability for tenant security deposits (provided the security deposits are paid to Purchaser), notifying the tenants of the Real Property that the Property has been sold to Buyer, free Purchaser and clear directing the tenants to pay rentals to Purchaser (or Purchaser's designated agent); (f) the originals of all liensleases, encumbranceslease files and, title defectsto the extent in Seller's possession or under Seller's control, as built plans and specifications and maintenance and service contracts that are to be assumed; (g) tenant estoppel certificates executed by all tenants listed on Exhibit I attached hereto, and exceptions at least seventy-five percent (75%), as measured by floor area, of the remaining tenants of space in the Improvements, in the form attached hereto as Exhibit J, and a representation and warranty by Seller as to the same matters for all leases shown on the Rent Roll for which no tenant estoppel certificate was obtained; (h) an updated Rent Roll, in the form of the Rent Roll attached hereto as Exhibit B, dated as of the date of Closing; (i) an affidavit that Seller is not a "foreign person" in the form attached as Exhibit F; (j) a master key or duplicate key for all locks in the Improvements; and (k) to the extent in the possession of Seller or Seller's property management company, all maintenance records and other non-proprietary files related to and located at the Property or at the offices of Seller's property manager. Purchaser shall be responsible for obtaining an Owner's Title Insurance Policy provided, however, that Purchaser's obligation to proceed with the consummation of this transaction shall be conditioned upon there being no items listed on Schedule B of the Title Insurance Policy other than Permitted Encumbrances, and the Title Company's delivery of the marked-up copy those listed on Schedule B of the Title Commitment (as hereinafter defined) that were either approved by Purchaser or pro forma policy) as to Buyer which objection has been waived by Purchaser in accordance with the provisions of Section 6 above. (ii) Possession 6.5 of the Property will be delivered to the Buyer at Closing, in the same condition as it existed on the Contract Date, ordinary wear and tear and casualty excepted. (iii) At Closing, Buyer and Seller will execute and deliver the Assignment And Assumption Of Lease attached hereto as Exhibit D (the "Assignment"), in accordance with Section 12 below. (iv) At Closing, Buyer and Seller will execute and deliver the Temporary Parking Lot Access Agreement attached as Exhibit E. (v) At Closing, Seller will execute and deliver to Buyer an access easement agreement, in a form to be agreed upon by the Parties' and their respective counsel, under which Seller will grant to Buyer a non-exclusive easement for pedestrian and vehicular access over and across the eastern half of Outlot A and a portion of the eastern half of Outlot B as said outlots are shown on the recorded plat of Vail's Subdivision (First Replat) recorded on October 4, 2013, as Document No. 1330638 in the Office ofthe Recorder of St. ▇▇▇▇▇▇ County (the "Access Easement Agreement"). The purpose of the Access Easement Agreement will be to permit Buyer various access points to the Building in service of its anticipated storage-related use of portions of the Building. Buyer will be responsible for all maintenance of the easement area subject to the Access Easement this Agreement.

Closing Procedure. Seller shall execute and deliver or cause to be delivered (ia) At Closing, Buyer will deliver the Purchase Price to Seller, conditioned on Seller's delivery of the a Grant Deed, in the form attached hereto as Exhibit C, proper for recording, conveying Seller's interest in the Real Property to BuyerPurchaser, free and clear of all lienssubject, encumbranceshowever, title defects, and to (i) exceptions other than Permitted Encumbrances, and as reported in the Title Company's delivery of Report (defined in Section 6.5) and either approved by Purchaser or as to which objection has been waived by Purchaser, or as shown on the marked-up copy of the Title Commitment Survey (or pro forma policy) to Buyer as defined in accordance with Section 6 above. 6.4), (ii) Possession of the Property will be delivered to the Buyer at Closingtaxes not yet delinquent, in the same condition as it existed on the Contract Date, ordinary wear and tear and casualty excepted. (iii) At Closingthe rights of lessees and licensees of space in the Improvements at the time of Closing (to the extent such lessees and licensees are listed on the Rent Roll), Buyer and Seller will execute and deliver (iv) any encumbrances created or permitted by the Assignment And Assumption Of Lease terms of this Agreement; (b) a Bill ▇▇ Sale in the form attached hereto as Exhibit D D, dated as of the date of Closing conveying to Purchaser any and all Personal Property; (c) an Assignment of Leases in the form attached hereto as Exhibit E, dated the date of Closing, assigning all of the landlord's right, title and interest in and to any tenant and other leases covering all or any portion of the Real Property; (d) an Owner's Title Insurance Policy (the "AssignmentOwner's Title Policy") dated no earlier than the date of the recording of the Deed, in the full amount of the Purchase Price, insuring that good and indefeasible fee simple title to the Property is vested in Purchaser, containing no exceptions to such title other than the standard printed exceptions (provided, however, that (i) the printed survey exception must be deleted, except for matters shown on the Survey, (ii) the exception as to ad valorem taxes shall be limited to taxes for the current and subsequent years, and (iii) the exception for tenants and parties in possession shall be limited to those tenants, licensees, and occupants shown on the Rent Roll delivered at Closing), those items listed on Schedule "B" of the Title Report that either were approved by Purchaser or as to which objection has been waived by Purchaser or cured by Seller (but only as to the portion of such encumbrance remaining after such cure), and encumbrances created or permitted by the terms of this Agreement; (e) Tenant Notification Agreements (the "Tenant Notices"), dated the date of the Closing, executed by Seller, and complying with applicable statutes in order to relieve Seller of liability for tenant security deposits (provided the security deposits are paid to Purchaser), notifying the tenants of the Real Property that the Property has been sold to Purchaser and directing the tenants to pay rentals to Purchaser (or Purchaser's designated agent); (f) the originals of all leases and, to the extent in Seller's possession or under Seller's control, as-built plans and specifications and maintenance and service contracts that are to be assumed; (g) a tenant estoppel certificate executed by Canon, in form and substance satisfactory to Purchaser, which certificate shall identify the lease documents and state the date of commencement and termination of the lease term, the rent currently being paid, the amount of any rental payments made in advance, if any, the amount of any security deposit, if any, that no party is in default under the lease, and the date to which rent has been paid and shall list any renewal options that exist, (except that Seller agrees to use reasonable efforts to obtain such estoppel certificates from all other tenants of space in the Improvements other than Purchaser, and Seller shall represent and warrant to the best of Seller's knowledge as to the same matters for all leases shown on the Rent Roll (except the lease to Purchaser) for which no tenant estoppel certificate was obtained); (h) an updated Rent Roll, in the form of the Rent Roll attached hereto as Exhibit B, dated within 15 days of the date of the Closing; (i) an affidavit that Seller is not a "foreign person" in the form attached as Exhibit G and the corresponding California Form 590 RE Form; (j) a master key or duplicate key for all locks in the Improvements; and (k) to the extent in the possession of Seller or Seller's property management company, all maintenance records. Purchaser acknowledges and agrees that Seller is under no obligation to clear from the title any easements, rights of way, encumbrances, liens, covenants, restrictions, or any other matters of record, or to cure any survey objections of Purchaser, or to create any encumbrances on, or for the benefit of, the Property, except any monetary liens or encumbrances against the Property created by Seller on or after the Effective Date and any existing mortgages or deeds of trust encumbering the Property (which shall be satisfied in full by Seller on or before the Closing Date). Except as set forth above, if Seller does not deliver title at Closing in form consistent with the Title Report as approved or deemed approved in accordance with Section 12 below. (iv) At Closingthe terms hereof, Buyer such failure shall not constitute a default or breach by Seller hereunder, and Seller will execute notwithstanding any other provision of this Agreement, Purchaser's sole and deliver the Temporary Parking Lot Access exclusive remedy shall be to terminate this Agreement attached as Exhibit E. (v) At Closing, Seller will execute and deliver to Buyer an access easement agreement, in receive a form to be agreed upon by the Parties' and their respective counsel, under which Seller will grant to Buyer a non-exclusive easement for pedestrian and vehicular access over and across the eastern half of Outlot A and a portion return of the eastern half Deposit or to accept conveyance of Outlot B title as said outlots are shown on the recorded plat of Vail's Subdivision (First Replat) recorded on October 4, 2013, as Document No. 1330638 in the Office ofthe Recorder of St. ▇▇▇▇▇▇ County (the "Access Easement Agreement"). The purpose delivered by Seller without reduction of the Access Easement Agreement will be to permit Buyer various access points to the Building in service of its anticipated storage-related use of portions of the Building. Buyer will be responsible for all maintenance of the easement area subject to the Access Easement AgreementPurchase Price.

Closing Procedure. (i) At Closing, Buyer will Seller shall execute and deliver the Purchase Price or cause to Seller, conditioned on Seller's delivery of the be delivered (a) a Special Warranty Deed, in the form attached hereto as Exhibit C, proper for recording, conveying Seller's interest in the Real Property to BuyerPurchaser, free subject, however, to (i) any and clear all easements, rights of all liensway, encumbrances, title defectsliens, covenants, restrictions and exceptions other than Permitted Encumbrances, matters of record and any and all matters shown (A) on any survey of the Real Property obtained by Purchaser (including any survey obtained pursuant to Section 6.1) or otherwise disclosed to Purchaser (except monetary liens of record shown in the Title Company's delivery Commitment or appearing of record between the marked-up copy date of the Title Commitment and the Closing Date other than liens for taxes not yet due), (B) in the Title Commitment (defined in Section 6.5) or (C) shown on the Survey (as defined in Section 6.4) (or pro forma policywhich an accurate survey of the Property would show) and either approved by Purchaser or as to Buyer in accordance with Section 6 above. which objection has been waived by Purchaser, (ii) Possession of the Property will be delivered to the Buyer at Closingtaxes not yet due and payable, in the same condition as it existed on the Contract Date, ordinary wear and tear and casualty excepted. (iii) At Closingthe rights of lessees, Buyer ground lessees and Seller will execute licensees of space in the Improvements at the time of Closing (to the extent shown on the Rent Roll), and deliver (iv) any encumbrances created or permitted by the terms of this Agreement; (b) a Bill of Sale in the for▇ ▇▇tached hereto as Exhibit D, dated as of the date of Closing conveying to Purchaser any and all Personal Property; (c) an Assignment And Assumption Of Lease of Leases in the form attached hereto as Exhibit D E, dated the date of Closing, assigning all of the landlord's right, title and interest in and to any tenant and other leases covering all or any portion of the Real Property; (d) Tenant Notification Agreements (the "AssignmentTenant Notices"), dated the date of the Closing, executed by Seller, and, among other things, relieving Seller of liability for tenant security deposits (provided the security deposits are paid or credited to Purchaser), notifying the tenants of the Real Property that the Property has been sold to Purchaser and directing the tenants to pay rentals to Purchaser (or Purchaser's designated agent); (e) the originals of all leases and, to the extent in Seller's possession or under Seller's control, as-built plans and specifications and maintenance and service contracts that are to be assumed; (f) tenant estoppel certificates substantially in the form attached as Exhibit I executed by (i) Fuddruckers, First Watch, Dockside, Jo Ann Fabrics, Eckerd Drug▇, Write Occasions, Chili's and Kinko's; and (ii) at least seventy (70%) of the other tenants (as measured by the number of tenants), it being understood and agreed that Seller shall use its reasonable best efforts to obtain estoppels from all tenants; (g) an updated Rent Roll, in the form of the Rent Roll attached hereto as Exhibit B, dated within 15 days of the date of the Closing; (h) an affidavit that Seller is not a "foreign person" in the form attached as Exhibit G; (i) a master key or duplicate key for all locks in the Improvements; and (j) to the extent in the possession of Seller or Seller's property management company, all maintenance records. Purchaser acknowledges and agrees that Seller is under no obligation to clear from the title any easements, rights of way, encumbrances, liens (except mechanics' liens for work done for Seller, mortgage liens or judgment liens), covenants, restrictions, or any other matters of record, or to cure any survey objections of Purchaser, or to create any encumbrances on, or for the benefit of, the Property. If Seller does not deliver title at Closing in a form consistent with the Title Commitment and in accordance with the terms of this Agreement, such failure shall not constitute a default or breach by Seller hereunder, and notwithstanding any other provision of this Agreement Purchaser's sole and exclusive remedy shall be to terminate this Agreement and receive a return of the Total Deposit, or to accept conveyance by Seller of such title as it delivers without reduction of the Purchase Price. Purchaser acknowledges that Seller's obligation to obtain the tenant estoppel certificates as provided in Section 12 below. 4.2(f) above shall constitute a condition of closing, the failure of which shall not constitute a default and, notwithstanding any other provision of this Agreement, Purchaser's sole and exclusive remedy for such failure shall be to terminate this Agreement and receive a return of the Deposit. In the event Seller has not obtained the estoppel certificates prior to the Closing Date, Seller may extend the Closing Date for an additional ten (iv10) At Closing, Buyer calendar days to attempt to obtain same. It is understood and Seller will execute and deliver agreed that in the Temporary Parking Lot Access Agreement event the estoppel certificates are not substantially in the form of Exhibit "I" or if the information set forth herein does not correlate with the Rent Roll attached hereto as Exhibit E. (v) At Closing"B", Seller will execute Purchaser may terminate this Agreement and deliver to Buyer an access easement agreement, in a form to be agreed upon by the Parties' and their respective counsel, under which Seller will grant to Buyer a non-exclusive easement for pedestrian and vehicular access over and across the eastern half of Outlot A and a portion of the eastern half of Outlot B as said outlots are shown on the recorded plat of Vail's Subdivision (First Replat) recorded on October 4, 2013, as Document No. 1330638 in the Office ofthe Recorder of St. ▇▇▇▇▇▇ County (the "Access Easement Agreement"). The purpose of the Access Easement Agreement will be to permit Buyer various access points to the Building in service of receive its anticipated storage-related use of portions of the Building. Buyer will be responsible for all maintenance of the easement area subject to the Access Easement AgreementDeposit.

Closing Procedure. (a) At least one business day prior to the date of Closing, Purchaser shall have delivered to Escrow Agent counterpart executed originals of the following documents and the following sums of money required to be delivered by Purchaser hereunder: (i) At Closing, Buyer will deliver the The applicable Purchase Price to Seller, conditioned on or the Loan Payoff Amount (depending upon each Seller's delivery of the Deed, election for a purchase and sale or a Contribution) in the form attached hereto as Exhibit C, conveying the Property to Buyer, free and clear of all liens, encumbrances, title defects, and exceptions other than Permitted Encumbrances, and the Title Company's delivery of the marked-up copy of the Title Commitment (or pro forma policy) to Buyer manner set forth in accordance with Section 6 above.Paragraph 2; (ii) Possession of the Property will Such funds as may be delivered necessary to the Buyer at Closingcomply with Purchaser's obligations hereunder regarding prorations, in the same condition as it existed on the Contract Date, ordinary wear costs and tear and casualty excepted.expenses; and (iii) A signed counterpart of the Assignment of Leases, a signed counterpart of the Assignment of Service Contracts and a signed counterpart of the Amendment to Limited Partnership Agreement, executed by all required partners if any Seller shall have elected to contribute the Property for OP Units in Purchaser. (b) At least one business day prior to the date of Closing, Buyer and each Seller will execute and deliver shall have delivered to Escrow Agent counter- part executed originals of the Assignment And Assumption Of Lease following documents with respect to such Seller's respective TIC Interest: (i) A Grant Deed in the form of Exhibit "F" attached hereto as Exhibit D and forming a part hereof; (ii) A Bi▇▇ ▇f Sale (the "AssignmentBi▇▇ ▇f Sale"), ) in accordance with Section 12 below.the form of Exhibit "G" attached hereto covering the Personal Property; (iii) An Assignment and Assumption of Leases and Security Agreements (the "Assignment of Leases") substantially in the form and substance of Exhibit "H" attached hereto and forming a part hereof; (iv) At Closing, Buyer An Assignment and Seller will execute Assumption of Service and deliver Miscellaneous Rights and Agreements (the Temporary Parking Lot Access Agreement "Assignment of Service Contracts") substantially in the form and substance of Exhibit "I" attached as Exhibit E.hereto and forming a part hereof; (v) At ClosingAn original counterpart of the Amendment to Limited Partnership Agreement if such Seller shall have elected to contribute the Property to Purchaser. (vi) An original counterpart of each of the Service Contracts, Seller will execute Leases and deliver keys to Buyer an access easement agreementthe Property if in Sellers' possession or under its control; (vii) Notices to each of the tenants and occupants of the Property of the transfer of the Property to Purchaser; (viii) To the extent they are in Sellers' possession, in a form complete set of all plans, specifications and as-built drawings, and all building permits, certificates of occupancy, third-party soil reports, and environmental reports and studies relating to the Improvements; (ix) All warranties and operating manuals that Sellers may have from vendors, contractors or servicing agents with respect to the physical condition of the Property or any portion thereof or the equipment located thereon; and (x) If the transaction is to be agreed upon by a Contribution, cash in the Parties' and their respective counsel, under which Seller will grant to Buyer a non-exclusive easement for pedestrian and vehicular access over and across the eastern half of Outlot A and a portion sum of the eastern half Security Deposits, the net prorations owing to Purchaser and Sellers' share of Outlot B as said outlots are shown on the costs and expenses of the transaction (it being understood that such Seller may elect to cause all such amounts to be credited to Purchaser and debited against the Purchase Price). (c) Upon delivery of the foregoing sums and documents, Escrow Agent shall cause Title Company to cause the Grant Deeds to be recorded plat of Vail's Subdivision (First Replatby a special recording if necessary) recorded on October 4, 2013, as Document No. 1330638 in the Office ofthe Recorder Official Records of St. ▇▇▇▇▇▇ County Los Angeles County, California, and immediately to issue the Title Policy. (d) Notwithstanding anything to the "Access Easement Agreement"). The purpose contrary contained herein, Purchaser hereby agrees that the Sellers may cause the Property to be direct deeded to Purchaser by any entity holding record title to the Property as of the Access Easement Agreement will be to permit Buyer various access points to the Building in service of its anticipated storage-related use of portions of the Building. Buyer will be responsible for all maintenance of the easement area subject to the Access Easement AgreementClosing Date.

Closing Procedure. (i) 16.1 At least one business day prior to the date of Closing, Buyer will deliver shall have delivered to Escrow Holder counterpart executed originals of the following documents and the following sums of money required to be delivered by Buyer hereunder: 16. 1.1 The Purchase Price in the manner set forth in Section 5; 16. 1.2 Such funds as may be necessary to Sellercomply with Buyer's obligations hereunder regarding prorations, conditioned on Seller's delivery costs and expenses; and 16. 1.3 A signed counterpart of the DeedAssignment and Assumption of Leases (the "Assignment of Leases") and a ssigned counterpart of the Assignment and Assumption of Contracts (the "Assignment of Contracts"). 16.2 At least one business day prior to the date of Closing, Seller shall have delivered to Escrow Holder counterpart executed originals of the following documents: 16. 2.1 The Grant Deed in the form of Exhibit "G" attached hereto and forming a part hereof; 16. 2.2 A transferor's certification of non- foreign status ("FIRPTA Certificate") duly executed by Seller in the form of, and upon the terms contained in, Exhibit "H" attached hereto; 16. 2.3 Notices to each of the tenants and occupants (Tenant Notification Letter) of the Property of the transfer of the Property to Buyer in the form attached hereto as Exhibit C"I"; 16.3 Upon delivery of the foregoing sums and documents, conveying Escrow Holder shall cause Title Company to cause Grant Deed to be recorded (by a special recording if necessary) in the Property Official Records of Los Angeles County and Ventura County, California, and immediately to issue each Title Policy. 16.4 At least one business day prior to the date of Closing, Seller shall deliver to Buyer, free outside of Escrow, the following documents: 16. 4.1 An original of each of the Service Contracts, Leases and clear keys to the Property if in Seller's possession or under its control; 16. 4.2 To the extent they are in Seller's possession, a complete set of all liensplans, encumbrances, title defectsspecifications and as- built drawings, and exceptions other than Permitted Encumbrancesall building permits, certificate of occupancy, third-party soil reports, and environmental reports and studies relating to the Title Company's delivery of the marked-up copy of the Title Commitment (or pro forma policy) to Buyer in accordance with Section 6 aboveImprovements; 16. (ii) Possession 4.3 All warranties and operating manuals that Seller may have from vendors, contractors or servicing agents with respect to the physical condition of the Property will be delivered to or any portion thereof or the Buyer at Closing, in the same condition as it existed on the Contract Date, ordinary wear and tear and casualty excepted. (iii) At Closing, Buyer and Seller will execute and deliver the Assignment And Assumption Of Lease attached hereto as Exhibit D (the "Assignment"), in accordance with Section 12 below. (iv) At Closing, Buyer and Seller will execute and deliver the Temporary Parking Lot Access Agreement attached as Exhibit E. (v) At Closing, Seller will execute and deliver to Buyer an access easement agreement, in a form to be agreed upon by the Parties' and their respective counsel, under which Seller will grant to Buyer a non-exclusive easement for pedestrian and vehicular access over and across the eastern half of Outlot A and a portion of the eastern half of Outlot B as said outlots are shown on the recorded plat of Vail's Subdivision (First Replat) recorded on October 4, 2013, as Document No. 1330638 in the Office ofthe Recorder of St. ▇▇▇▇▇▇ County (the "Access Easement Agreement"). The purpose of the Access Easement Agreement will be to permit Buyer various access points to the Building in service of its anticipated storage-related use of portions of the Building. Buyer will be responsible for all maintenance of the easement area subject to the Access Easement Agreement.equipment located thereon; and

Closing Procedure. (a) At least one business day prior to the date of Closing, Purchaser shall have delivered to Escrow Agent counterpart executed originals of the following documents and the following sums of money required to be delivered by Purchaser hereunder: (i) At Closing, Buyer will deliver the The Purchase Price to Seller, conditioned on or the Loan Payoff Amount (depending upon Seller's delivery of the Deed, election for a purchase and sale or a Contribution) in the form attached hereto as Exhibit C, conveying the Property to Buyer, free and clear of all liens, encumbrances, title defects, and exceptions other than Permitted Encumbrances, and the Title Company's delivery of the marked-up copy of the Title Commitment (or pro forma policy) to Buyer manner set forth in accordance with Section 6 above.Paragraph 2; (ii) Possession of the Property will Such funds as may be delivered necessary to the Buyer at Closingcomply with Purchaser's obligations hereunder regarding prorations, in the same condition as it existed on the Contract Date, ordinary wear costs and tear and casualty excepted.expenses; and (iii) A signed counterpart of the Assignment of Leases, a signed counterpart of the Assignment of Service Contracts and a signed counterpart of the Amendment to Limited Partnership Agreement executed by all required partners, if Seller shall have elected to contribute the Property for OP Units in Purchaser. (b) At least one business day prior to the date of Closing, Buyer and Seller will execute and deliver shall have delivered to Escrow Agent counterpart executed originals of the Assignment And Assumption Of Lease following documents: (i) The Grant Deed in the form of Exhibit "F" attached hereto as Exhibit D and forming a part hereof; (ii) A Bi▇▇ ▇f Sale (the "AssignmentBi▇▇ ▇f Sale"), ) in accordance with Section 12 below.the form of Exhibit "G" attached hereto covering the Personal Property; (iii) An Assignment and Assumption of Leases and Security Agreements (the "Assignment of Leases") substantially in the form and substance of Exhibit "H" attached hereto and forming a part hereof; (iv) At Closing, Buyer An Assignment and Seller will execute Assumption of Service and deliver Miscellaneous Rights and Agreements (the Temporary Parking Lot Access Agreement "Assignment of Service Contracts") substantially in the form and substance of Exhibit "I" attached as Exhibit E.hereto and forming a part hereof; (v) At ClosingAn original counterpart of the Amendment to Limited Partnership Agreement if Seller shall have elected to contribute the Property to Purchaser. (vi) An original counterpart of each of the Service Contracts, Leases and keys to the Property if in Seller's possession or under its control; (vii) Notices to each of the tenants and occupants of the Property of the transfer of the Property to Purchaser; (viii) To the extent they are in Seller's possession, a complete set of all plans, specifications and as-built drawings, and all building permits, certificates of occupancy, third-party soil reports, and environmental reports and studies relating to the Improvements; (ix) All warranties and operating manuals that Seller will execute and deliver may have from vendors, contractors or servicing agents with respect to Buyer an access easement agreement, in a form the physical condition of the Property or any portion thereof or the equipment located thereon; and (x) If the transaction is to be agreed upon by a Contribution, cash in the Parties' and their respective counsel, under which Seller will grant to Buyer a non-exclusive easement for pedestrian and vehicular access over and across the eastern half of Outlot A and a portion sum of the eastern half Security Deposits, the net prorations owing to Purchaser and Seller's share of Outlot B as said outlots are shown on the costs and expenses of the transaction (it being understood that Seller may elect to cause all such amounts to be credited to Purchaser and debited against the Purchase Price). (c) Upon delivery of the foregoing sums and documents, Escrow Agent shall cause Title Company to cause the Grant Deed to be recorded plat of Vail's Subdivision (First Replatby a special recording if necessary) recorded on October 4, 2013, as Document No. 1330638 in the Office ofthe Recorder Official Records of St. ▇▇▇▇▇▇ County (Los Angeles County, California, and immediately to issue the "Access Easement Agreement"). The purpose of the Access Easement Agreement will be to permit Buyer various access points to the Building in service of its anticipated storage-related use of portions of the Building. Buyer will be responsible for all maintenance of the easement area subject to the Access Easement AgreementTitle Policy.

Closing Procedure. (a) At least one business day prior to the date of Closing, Arden shall have delivered to Escrow Agent counterpart executed originals of the following documents and the following sums of money required to be delivered by Arden hereunder: (i) At Closing, Buyer will deliver the Purchase Sale Price to Seller, conditioned on Seller's delivery of the Deed, and any other amount due from Arden hereunder in the form attached hereto as Exhibit C, conveying the Property to Buyer, free and clear of all liens, encumbrances, title defects, and exceptions other than Permitted Encumbrances, and the Title Company's delivery of the marked-up copy of the Title Commitment (or pro forma policy) to Buyer manner set forth in accordance with Section 6 above.Paragraph 2; (ii) Possession of the Property will Such funds as may be delivered necessary to the Buyer at Closingcomply with Arden's obligations hereunder regarding prorations, in the same condition as it existed on the Contract Date, ordinary wear costs and tear and casualty excepted.expenses; and (iii) A signed counterpart of the Assignment of Leases, a signed counterpart of the Assignment of Service Contracts and a signed counterpart of the Amendment to Limited Partnership Agreement executed by all required partners (with the "Agreed Value of Contributed Property" column of Paragraph 4 of such Amendment to Limited Partnership Agreement being the "Contribution Value" provided for in this Agreement). (b) At least one business day prior to the date of Closing, Buyer and Seller will execute and deliver the Assignment And Assumption Of Lease CalTwin Parties shall have delivered to Escrow Agent counterpart executed originals of the following documents: (i) The Grant Deeds in the form of Exhibit "F" attached hereto as Exhibit D and forming a part hereof; (ii) A Bi▇▇ ▇f Sale (the "AssignmentBi▇▇ ▇f Sale"), ) in accordance with Section 12 below.the form of Exhibit "G" attached hereto covering the Personal Property; (iii) An Assignment and Assumption of Leases and Security Agreements (the "Assignment of Leases") substantially in the form and substance of Exhibit "H" attached hereto and forming a part hereof; (iv) At Closing, Buyer An Assignment and Seller will execute Assumption of Service and deliver Miscellaneous Rights and Agreements (the Temporary Parking Lot Access Agreement "Assignment of Service Contracts") substantially in the form and substance of Exhibit "I" attached as Exhibit E.hereto and forming a part hereof; (v) At ClosingAn original counterpart of the Amendment to Limited Partnership Agreement; (vi) An original counterpart of each of the Service Contracts, Seller will execute Leases and deliver keys to Buyer an access easement agreementthe Property if in the CalTwin Parties' possession or under its control; (vii) Notices to each of the tenants and occupants of the Property of the transfer of the Property to Arden; (viii) To the extent they are in the CalTwin Parties' possession, a complete set of all plans, specifications and as-built drawings, and all building permits, certificates of occupancy, third-party soil reports, and environmental reports and studies relating to the Improvements; (ix) All warranties and operating manuals that the CalTwin Parties may have from vendors, contractors or servicing agents with respect to the physical condition of the Property or any portion thereof or the equipment located thereon; and (x) To the extent necessary, cash in a form the sum of the Security Deposits, the net prorations owing to Arden and the CalTwin Parties' share of the costs and expenses of the transaction (it being understood that the CalTwin Parties may elect to cause all such amounts to be agreed upon by credited to Arden and debited against the Parties' and their respective counsel, under which Seller will grant to Buyer a non-exclusive easement for pedestrian and vehicular access over and across the eastern half of Outlot A and a portion Purchase Price). (c) Upon delivery of the eastern half of Outlot B as said outlots are shown on foregoing sums and documents, Escrow Agent shall cause Title Company to cause the Grant Deed to be recorded plat of Vail's Subdivision (First Replatby a special recording if necessary) recorded on October 4, 2013, as Document No. 1330638 in the Office ofthe Recorder Official Records of St. ▇▇▇▇Ke▇▇ County ▇ounty, California, and immediately to issue the Title Policy. (d) Notwithstanding anything to the "Access Easement Agreement"). The purpose contrary contained herein, Arden hereby agrees that the CalTwin Parties may cause the Property to be direct deeded to Arden by any entity holding record title to the Property as of the Access Easement Agreement will be to permit Buyer various access points to the Building in service of its anticipated storage-related use of portions of the Building. Buyer will be responsible for all maintenance of the easement area subject to the Access Easement AgreementClosing Date.

Closing Procedure. (a) At least three (3) business days prior to the date of Closing, Purchaser shall have delivered to Escrow Agent counterpart executed originals of the following documents and the following sums of money required to be delivered by Purchaser hereunder: (i) At ClosingIf Purchaser assigns its rights as permitted hereunder, Buyer will deliver the Purchase Price to Sellersimilar evidence as appropriate of any such assignee or nominee, conditioned on Seller's delivery evidencing authorization and approval of execution by Purchaser and of such assignee of this Agreement and each of the Deed, in acts of Purchaser and of such assignee performed pursuant to the form attached hereto as Exhibit C, conveying the Property to Buyer, free and clear of all liens, encumbrances, title defects, and exceptions other than Permitted Encumbrances, and the Title Company's delivery of the marked-up copy of the Title Commitment (or pro forma policy) to Buyer in accordance with Section 6 above.provisions hereof; (ii) Possession of the Property will be delivered to the Buyer at Closing, The Purchase Price in the same condition as it existed on the Contract Date, ordinary wear and tear and casualty excepted.manner set forth in Paragraph 2; (iii) Such funds as may be necessary to comply with Purchaser's obligations hereunder regarding prorations, costs and expenses. (b) At least three (3) business days prior to the date of Closing, Buyer Seller shall have delivered to Escrow Agent counterpart executed originals of the following documents and the following sums of money required to be delivered by Seller will execute and deliver the Assignment And Assumption Of Lease attached hereto as Exhibit D hereunder: (i) A deed (the "AssignmentGrant Deed"), duly executed and acknowledged by Seller, and a separate declaration of documentary transfer tax in accordance with Section 12 below.form satisfactory to Escrow Agent, (ii) A Bill of Sale executed by ▇▇▇▇er in favor of Purchaser or its nominee or assignee (the "Bill of Sale") covering th▇ ▇▇rsonal Property; (iii) A certified copy of resolutions of Seller authorizing the within transaction; (iv) At Any information reasonably required to enable Purchaser to take possession of the Property upon Closing, Buyer and . Seller will execute and agrees to deliver all keys to the Temporary Parking Lot Access Agreement attached as Exhibit E.Property to Purchaser promptly upon Closing; (vc) At ClosingProvided that Escrow Agent confirms to Purchaser on the day prior to the Closing Date that, Seller will execute and deliver but for the delivery to Buyer an access easement agreement, in a form to be agreed upon by it of the Parties' and their respective counsel, under which Seller will grant to Buyer a non-exclusive easement for pedestrian and vehicular access over and across the eastern half of Outlot A and a cash portion of the eastern half of Outlot B as said outlots are shown Purchase Price, Escrow Agent is ready, willing and able to proceed to closing, Purchaser shall deliver or cause to be delivered to Escrow Agent by noon, Portland Oregon time, on the recorded plat Closing Date, the balance of Vail's Subdivision (First Replat) recorded on October 4, 2013, as Document No. 1330638 the Purchase Price in the Office ofthe Recorder manner set forth in Paragraph 2 and such funds as may be necessary to comply with Purchaser's obligations hereunder regarding prorations, costs and expenses. Upon delivery of St. ▇▇▇▇▇▇ County (said sums of money, Escrow Agent shall cause Title Company to cause the "Access Easement Agreement"). The purpose Grant Deed to be recorded in the Official Records of Sonoma County, California, and immediately to issue the Access Easement Agreement will be to permit Buyer various access points to the Building in service of its anticipated storage-related use of portions of the Building. Buyer will be responsible for all maintenance of the easement area subject to the Access Easement AgreementTitle Policy.

Closing Procedure. Not later than three (i3) At Closingbusiness days after each of the items described in Sections 3.3 and 3.4 have been deposited into Escrow, Buyer will deliver all conditions to Close of Escrow have been satisfied, and Title Company is prepared to issue the title policies described herein below, Escrow Holder shall do all of the following: A) Record (in the following order) in the Office of the County Recorder the Grant Deed, the Deed of Trust and the SNDAs; B) Deliver the following to STATE: 1) The Closing Principal Payment under the Note as set forth above, less STATE's share of all escrow costs, prorations and closing costs; 2) The original executed Note; 3) A conformed copy of the recorded Grant Deed, indicating the recording information; 4) Conformed copies of the recorded Deed of Trust and the SNDAs, indicating the recording information; 5) The original executed Security Agreement; 6) A conformed copy of the filed UCC-1 Financing statement, indicating the filing information; and 7) A lender’s policy of title insurance issued by Escrow Holder covering and insuring the priority of the Deed of Trust as a first lien against the Real Property, subject only to non-monetary liens and encumbrances of record as of the Close of Escrow and to taxes and assessments against the Real Property not then yet delinquent, if any. C) Deliver the following to BUYER: 1) A copy of the executed Note; 2) A conformed copy of the recorded Grant Deed, indicating the recording information; 3) Conformed copies of the recorded Deed of Trust and the SNDAs, indicating the recording information; 4) A CLTA owners' policy of title insurance issued by Escrow Holder covering the Real Property with coverage equal to the Purchase Price insuring title to Sellerthe Real Property vested in BUYER subject only to covenants, conditioned on Seller's delivery conditions, restrictions, easements, reservations, rights, rights-of-way and other matters of record reflected in that certain issued Preliminary Title Report dated January 8, 2010 and issued by Fidelity National Title Company (the Deed, in the form attached hereto as Exhibit C, conveying “Prelim”) for the Property or discoverable by inspection or survey, matters affecting the condition of title to Buyer, free and clear the Property created by or with the written consent of all liens, encumbrances, title defects, and exceptions other than Permitted EncumbrancesBUYER, and the Title Company's delivery lien of the marked-up Deed of Trust; provided that notwithstanding anything to the contrary set forth above, STATE shall be obligated to remove, at STATE’s sole cost and expense, all monetary liens from the Property, excluding taxes and assessments not yet delinquent; 5) A conformed copy of the Title Commitment (or pro forma policyfiled UCC-1 Financing statement, indicating the filing information; 6) to Buyer in accordance with Section 6 above. (ii) Possession A fully executed original of each of the Property will be delivered to general assignment, the Buyer at Closingassignment of contracts and the assignment of leases; and 7) If required, in a fully executed Trademark Assignment that BUYER can process with the United States Patent and Trademark Office (if same condition as it existed on the Contract Date, ordinary wear and tear and casualty exceptedhas not been previously filed). (iii) At Closing, Buyer and Seller will execute and deliver the Assignment And Assumption Of Lease attached hereto as Exhibit D (the "Assignment"), in accordance with Section 12 below. (iv) At Closing, Buyer and Seller will execute and deliver the Temporary Parking Lot Access Agreement attached as Exhibit E. (v) At Closing, Seller will execute and deliver to Buyer an access easement agreement, in a form to be agreed upon by the Parties' and their respective counsel, under which Seller will grant to Buyer a non-exclusive easement for pedestrian and vehicular access over and across the eastern half of Outlot A and a portion of the eastern half of Outlot B as said outlots are shown on the recorded plat of Vail's Subdivision (First Replat) recorded on October 4, 2013, as Document No. 1330638 in the Office ofthe Recorder of St. ▇▇▇▇▇▇ County (the "Access Easement Agreement"). The purpose of the Access Easement Agreement will be to permit Buyer various access points to the Building in service of its anticipated storage-related use of portions of the Building. Buyer will be responsible for all maintenance of the easement area subject to the Access Easement Agreement.

Closing Procedure. (a) At least one business day prior to the date of Closing, Purchaser shall have delivered to Escrow Agent counterpart executed originals of the following documents and the following sums of money required to be delivered by Purchaser hereunder: (i) At Closing, Buyer will deliver the The Purchase Price to Seller, conditioned on Seller's delivery of the Deed, in the form attached hereto as Exhibit C, conveying the Property to Buyer, free and clear of all liens, encumbrances, title defects, and exceptions other than Permitted Encumbrances, and the Title Company's delivery of the marked-up copy of the Title Commitment (or pro forma policy) to Buyer manner set forth in accordance with Section 6 above.Paragraph 2(a); (ii) Possession of the Property will Such funds as may be delivered necessary to the Buyer at Closingcomply with Purchaser's obligations hereunder regarding prorations, in the same condition as it existed on the Contract Date, ordinary wear costs and tear and casualty excepted.expenses; and (iii) At Closing, Buyer and Seller will execute and deliver A signed counterpart of the Assignment And Assumption Of Lease attached hereto as Exhibit D of Leases and Security Deposits (the "AssignmentAssignment of Leases") if any leases are in effect covering all or any portion of the Property, substantially in the form and substance of Exhibit "G" attached hereto and forming a part hereof and a signed counterpart of the Assignment of Service and Miscellaneous Rights and Agreements (the "Assignment of Service Contracts"). (b) At least one business day prior to the date of Closing, Seller shall have delivered to Escrow Agent counterpart executed originals of the following documents: (i) The Grant Deed in accordance with Section 12 below.the form of Exhibit "E" attached hereto and forming a part hereof; (ii) A Bill of Sale (th▇ "▇ill of Sale") i▇ ▇▇e form of Exhibit "F" attached hereto covering the Personal Property; (iii) An Assignment of Leases; (iv) At Closing, Buyer An Assignment of Service Contracts substan tially in the form and Seller will execute substance of Exhibit "H" attached hereto and deliver the Temporary Parking Lot Access Agreement attached as Exhibit E.forming a part hereof; (v) At ClosingAn original counterpart of each of the Service Contracts, Leases and keys to the Property if in Seller's possession or under its control; (vi) Notices to any tenants and occupants of the Property of the transfer of the Property to Purchaser; (vii) To the extent they are in Seller's possession, a complete set of all plans, specifications and as-built drawings, and all building permits, certificates of occupancy, third-party soil reports, and environmental reports and studies relating to the Improvements; and (viii) All warranties and operating manuals that Seller will execute may have from vendors, contractors or servicing agents with respect to the physical condition of the Property or any portion thereof or the equipment located thereon. (c) Upon delivery of the foregoing sums and deliver documents, Escrow Agent shall cause Title Company to Buyer an access easement agreement, in a form cause the Grant Deed to be agreed upon recorded (by the Parties' and their respective counsel, under which Seller will grant to Buyer a non-exclusive easement for pedestrian and vehicular access over and across the eastern half of Outlot A and a portion of the eastern half of Outlot B as said outlots are shown on the recorded plat of Vail's Subdivision (First Replatspecial recording if necessary) recorded on October 4, 2013, as Document No. 1330638 in the Office ofthe Recorder Official Records of St. ▇▇▇▇▇▇ County (Los Angeles County, California, and immediately to issue the "Access Easement Agreement"). The purpose of the Access Easement Agreement will be to permit Buyer various access points to the Building in service of its anticipated storage-related use of portions of the Building. Buyer will be responsible for all maintenance of the easement area subject to the Access Easement AgreementTitle Policy.

Closing Procedure. (i) At Closing7.01 The Purchaser will cause the Purchaser’s Solicitor to hold the Transfer and other documents delivered pursuant to section 6.02 in trust to be dealt with in accordance with this Article. 7.02 The Purchaser’s Solicitor, Buyer or the solicitor’s agent, will deliver conduct a pre-registration search of title to the Purchase Price Land and, upon being satisfied that title to Seller, conditioned on Seller's delivery the Land is registered in the name of the Deed, in the form attached hereto as Exhibit C, conveying the Property to Buyer, Vendor free and clear of all liens, encumbrances, title defects, charges and exceptions other than encumbrances except the Permitted Encumbrances, and the Title Company's delivery Purchaser’s Solicitor, or the solicitor’s agent, will apply to register the Transfer in the land title office. 7.03 After applying to register the Transfer in the land title office in accordance with section 7.02, the Purchaser’s Solicitor, or the solicitor’s agent, will conduct a post-deposit search of the marked-up title to the Land and, upon confirming that in the normal course of procedure in the land title office the Purchaser will be registered as owner in fee simple of the Land free and clear of all liens, charges and encumbrances except the Permitted Encumbrances, the Purchaser’s Solicitor, at the Purchaser’s expense, will deliver to the Vendor the balance of the Purchase Price, and GST if any, to be remitted to the Vendor in accordance with section 3.02, a copy of the Title Commitment (or pro forma policy) to Buyer in accordance Transfer with Section 6 aboveregistration particulars noted on it. (ii) Possession of 7.04 If the Property will be delivered Purchaser is relying upon a new mortgage to finance the Purchase Price, the Purchaser, while still required to pay the Purchase Price on the Closing Date, may wait to pay the Purchase Price to the Buyer at Closing, Vendor until after the Transfer and new mortgage documents have been lodged for registration in the same condition as it existed on land title office, but only if, before such lodging, the Contract Date, ordinary wear and tear and casualty excepted.Purchaser has: (iiia) At Closing, Buyer and Seller will execute and deliver made available for tender to the Assignment And Assumption Of Lease attached hereto as Exhibit D (the "Assignment"), in accordance with Section 12 below. (iv) At Closing, Buyer and Seller will execute and deliver the Temporary Parking Lot Access Agreement attached as Exhibit E. (v) At Closing, Seller will execute and deliver to Buyer an access easement agreement, in a form to be agreed upon by the Parties' and their respective counsel, under which Seller will grant to Buyer a non-exclusive easement for pedestrian and vehicular access over and across the eastern half of Outlot A and a Vendor that portion of the eastern half of Outlot B as said outlots are shown on Purchase Price not secured by the recorded plat of Vail's Subdivision new mortgage; (First Replatb) recorded on October 4, 2013, as Document No. 1330638 in fulfilled all the Office ofthe Recorder of St. ▇▇▇▇▇▇ County new mortgagee’s conditions for funding except lodging the mortgage for registration; and (c) made available to the "Access Easement Agreement"). The purpose Vendor the Purchaser’s Solicitor’s undertaking to pay the Purchase Price upon the lodging of the Access Easement Agreement will be to permit Buyer various access points to the Building in service of its anticipated storage-related use of portions of the Building. Buyer will be responsible for all maintenance of the easement area subject to the Access Easement AgreementTransfer and new mortgage documents.

Closing Procedure. (a) At least one business day prior to the date of Closing, Acquirer shall have delivered to Escrow Agent counterpart executed originals, and acknowledged as required, of the following documents and the following sums of money required to be delivered by Acquirer hereunder: (i) At ClosingThe cash amounts necessary to fulfill its requirements set forth in Paragraph 2; (ii) Such funds as may be necessary to comply with Acquirer's obligations hereunder regarding prorations, Buyer will deliver the Purchase Price to Seller, conditioned on Seller's delivery costs and expenses; (iii) A signed counterpart of the DeedAssignment of Leasehold and Grant to the Improvements and notarized for recordation ("Assignment of Leasehold") in the form of Exhibit "E" attached hereto and forming a part hereof; (iv) A Preliminary Change of Ownership Report for delivery with the Assignment of Leasehold; (v) A signed counterpart of the Assignment of Leases and Security Deposits (the "Assignment of Leases") substantially in the form and substance of Exhibit "G" attached hereto and forming a part hereof and a signed counterpart of the Assignment of Service and Miscellaneous Rights and Agreements (the "Assignment of Service Contracts") substantially in the form and substance of Exhibit "H" attached hereto and forming a part hereof; (vi) A signed counterpart of the Contribution Agreement executed by Wilstein in the form of Exhibit "K" attached hereto and made a part hereof; (vii) A signed counterpart of the Amendment to Agreement of Limited Partnership executed by all of the required existing partners, in the form of Exhibit "L" hereto and forming a part hereof; (viii) A signed counterpart of the Merger Agreement executed by Apollo in the form of Exhibit "N" attached hereto and made a part hereof: and (ix) A signed counterpart and notarized for recordation of the TIC Agreement with Forest City in the form of Exhibit "M" hereto and forming a part hereof and/or other collateral agreements and documents relating to Acquirer's tenancy in common with Forest City as Exhibit Care deemed acceptable to Acquirer. (x) Signed copies of the New Loan documents, conveying save and except for the Property ones being executed by Forest City, as may be necessary to Buyerconsummate the New Loan; and (xi) Execute such other documents, free instruments and clear certificates as may be reasonably necessary to carry out the intent and purpose of all liensthis Agreement. (b) At least one business day prior to the date of Closing, encumbrancesWilstein, title defectsForest City and Apollo, to the extent applicable, shall have delivered to Escrow Agent counterpart executed originals, and exceptions other than Permitted Encumbrancesacknowledged as required, and the Title Company's delivery of the marked-up copy following documents: (i) The Assignment of the Title Commitment (or pro forma policy) to Buyer in accordance Leasehold together with Section 6 above.a separate Declaration Regarding Documentary Transfer Taxes; (ii) Possession of A Bil▇ ▇▇ Sale (the Property will be delivered to the Buyer at Closing, "Bil▇ ▇▇ Sale") in the same condition as it existed on form of Exhibit "F" attached hereto covering the Contract Date, ordinary wear and tear and casualty excepted.Personal Property; (iii) At Closing, Buyer and Seller will execute and deliver the An Assignment And Assumption Of Lease attached hereto as Exhibit D (the "Assignment"), in accordance with Section 12 below.of Leases; (iv) At Closing, Buyer and Seller will execute and deliver the Temporary Parking Lot Access Agreement attached as Exhibit E.An Assignment of Service Contracts; (v) At ClosingAn original counterpart of each of the Service Contracts, Seller will execute Leases and deliver keys to Buyer an access easement agreementthe Property if in Owner's possession or under its control; (vi) An affidavit or declaration certifying that Wilstein and Apollo is not a foreign person under IRC ? 1445 and the equivalent form 590 RE with respect to the State of California; (vii) Notices to each of the tenants of the Property of the transfer of the TIC Interests in the Property to Acquirer; (viii) To the extent they are in Owner's possession, a complete set of all plans, specifications and as-built drawings, and all building permits, certificates of occupancy, third-party soil reports, and environmental reports and studies relating to the Improvements; (ix) All warranties and operating manuals that Owner may have from vendors, contractors or servicing agents with respect to the physical condition of the Property or any portion thereof or the equipment located thereon; (x) A signed counterpart of the Contribution Agreement executed by Wilstein and each of the constituent partners of Wilstein in the form of Exhibit "K" attached hereto and made a part hereof; (xi) A signed counterpart of the Amendment to Agreement of Limited Partnership executed by each of the constituent partners of Wilstein receiving OP Units, in the form of Exhibit "L" hereto and forming a part hereof; (xii) A signed counterpart of the Merger Agreement executed by Apollo in the form of Exhibit "N" attached hereto and made a part hereof; (xiii) A signed counterpart by Forest City and notarized for recordation of the TIC Agreement and/or any other collateral documents and instruments relating to the tenancy in common as may be agreed to between Acquirer and Forest City; (xiv) A signed copy of the Investor Question naire in the form of Exhibit "O" attached hereto from each of the Apollo Shareholders and the holders of the Wilstein OP Units; (xv) Signed copies by Forest City and Wilstein of the appropriate New Loan documents as may be reasonably necessary to consummate the New Loan; and (xvi) Execute such other documents, instruments and certificates as may be reasonably necessary to carry out the intent and purpose of this Agreement. (c) Upon delivery of the foregoing sums and documents, Escrow Agent shall cause Title Company to cause the Assignment of Leasehold and the Tenancy in Common Agreement to be agreed upon recorded (by the Parties' and their respective counsel, under which Seller will grant to Buyer a non-exclusive easement for pedestrian and vehicular access over and across the eastern half of Outlot A and a portion of the eastern half of Outlot B as said outlots are shown on the recorded plat of Vail's Subdivision (First Replatspecial recording if necessary) recorded on October 4, 2013, as Document No. 1330638 in the Office ofthe Recorder Official Records of St. ▇▇▇▇▇▇ County (Los Angeles County, California, and immediately to issue the "Access Easement Agreement"). The purpose of the Access Easement Agreement will be to permit Buyer various access points to the Building in service of its anticipated storage-related use of portions of the Building. Buyer will be responsible for all maintenance of the easement area subject to the Access Easement AgreementTitle Policy.

Closing Procedure. (a) Two Business Days before the Proposed Effective Date, the Facility Agent shall: (i) At Closing, Buyer will deliver confirm with the Purchase Price to Seller, conditioned on Seller's delivery Borrowers the Accrual Amount of the Deed, in the form attached hereto as Exhibit C, conveying the Property to Buyer, free and clear of all liens, encumbrances, title defects, and exceptions other than Permitted Encumbrances, each Existing Lender and the Title Company's delivery Principal Amount of each Retiring Lender (the marked-up copy of the Title Commitment (or pro forma policy) to Buyer in accordance with Section 6 above.Agreed Amounts); and (ii) Possession provide notice to each Existing Lender (with a copy to the Borrowers) of its Accrual Amount and notice to each Retiring Lender (with a copy to the Borrowers) of its Principal Amount, in each case, on the basis of the Property will be delivered to the Buyer at Closing, in the same condition as it existed on the Contract Date, ordinary wear and tear and casualty exceptedAgreed Amounts. (iiib) At ClosingOn the Proposed Effective Date and as conditions to the occurrence of the Effective Date: (i) MGMGP shall remit to the Facility Agent: (A) for the account of each Existing Lender, Buyer an amount equal to the Accrual Amount due to that Existing Lender; (B) for the account of each Retiring Lender, an amount equal to the Principal Amounts due to that Retiring Lender; (C) for the account of each A&R Lender, the Upfront Fee payable to that A&R Lender as set out in the Allocation Notice provided to that A&R Lender; (D) for the account of the Facility Agent, the amount set out in the Fee Letter between the Company and Seller will execute the Facility Agent as referred to in the Amended and deliver Restated Credit Agreement; and (E) for the Assignment And Assumption Of Lease attached hereto account of the Security Agent, the amount set out in the Fee Letter between the Company and the Security Agent as Exhibit D referred to in the Amended and Restated Credit Agreement (together with the "Assignment"amounts set out in subparagraphs (C) and (D) above, the Fee Amount), in accordance with Section 12 below.each for value on the Proposed Effective Date; (ivii) At Closing, Buyer and Seller will execute and the Borrowers shall deliver a certificate to the Temporary Parking Lot Access Agreement attached as Exhibit E.Facility Agent: (vA) At Closing, Seller will execute and deliver to Buyer an access easement agreement, in a form to be agreed upon by the Parties' and their respective counsel, under which Seller will grant to Buyer a non-exclusive easement for pedestrian and vehicular access over and across the eastern half of Outlot A and a portion of the eastern half of Outlot B as said outlots are shown stating that on the recorded plat of Vail's Subdivision (First Replat) recorded Proposed Effective Date, and on October 4, 2013, as Document No. 1330638 giving effect to the transactions contemplated by this Agreement: I. the representations set out in the Office ofthe Recorder Amended and Restated Credit Agreement are correct in all material respects; and II. no Default (as defined in is in the Amended and Restated Credit Agreement) is outstanding; and (B) confirming that the certificate of St. an authorised signatory of each Original Obligor and Security Provider (other than Ms. ▇▇▇▇▇ ▇▇ and ▇▇. ▇▇▇▇▇▇▇ County ▇▇▇▇▇▇) referred to in Schedule 3 (Conditions precedent documents) remains true and correct up to and on the Effective Date; and (iii) the Facility Agent must have received (in addition to the amounts set out in subparagraph (i) above), the repayment amount from MGMGP to be made on the repayment date falling 27 months after the date of the Existing Credit Agreement in accordance with clause 7.1 (Repayment of Term Loans) of the Existing Credit Agreement (the "Access Easement Second Amortisation Payment). (c) If the conditions set out in paragraph (b) above are satisfied, then: (i) the Facility Agent shall promptly: (A) notify the Funding Lenders; and (B) unless the Second Amortisation Payment has already been remitted to the Existing Lenders under the Existing Credit Agreement"). The purpose , remit the Second Amortisation Payment to the Existing Lenders according to each Existing Lender’s Pro Rata Share of the Access Easement Agreement Total Term Loan Commitments; and (ii) upon receipt of the notification set out in subparagraph (i) above each Funding Lender must remit its Funding Amount to the Facility Agent through its Facility Office by 2:00pm on the Proposed Effective Date. (d) As soon as the Facility Agent has received the Funding Amounts from each of the Funding Lenders the following transactions will be effected in the order set out below: (i) the Facility Agent shall remit to permit Buyer various access points each Existing Lender its Accrual Amount from the funds deposited with the Facility Agent under subparagraph 6(b)(i)(A) above; (ii) the Facility Agent shall remit to each Retiring Lender its Principal Amount from the funds deposited with the Facility Agent under subparagraph 6(b)(i)(B) above; (iii) the Commitments of each Retiring Lender will be automatically cancelled and each Retiring Lender shall (without prejudice to any future accession to any Finance Document by that Retiring Lender) cease to be a party to the Building Finance Documents in service of its anticipated storage-related use of any capacity (except that the Retiring Lenders shall continue to be entitled to the indemnifications provided by the Existing Credit Agreement for the period during which they were Lenders thereunder); and (iv) immediately thereafter, the following shall be deemed to have concurrently occurred; (A) the Existing Credit Agreement shall be amended and restated in the form set out in Schedule 4 (Amended and Restated Credit Agreement) and the Parties will be deemed to have signed the Credit Agreement in the capacities in which those Parties are expressed to assume under the Amended and Restated Credit Agreement; (B) the Facility Agent shall remit to each A&R Lender, the Facility Agent and the Security Agent, their respective portions of the Building. Buyer Fee Amount from the funds deposited with the Facility Agent under subparagraphs 6(b)(i)(C), (D) and (E) above; (C) the Facility Agent shall remit to each Lender the amount (if any) set out in Schedule 2 (Term Loan Adjustments) under the column headed “Balance to be remitted to Lender on the Effective Date” from the funds deposited with the Facility Agent under subparagraph (c)(ii) above; and (D) each A&R Lender will be responsible for all maintenance deemed to hold participations in the Term Loan (as defined in the Amended and Restated Credit Agreement) advanced to MGMGP in the amount set out next to that A&R Lender’s name in Schedule 2 (Term Loan Adjustments) under the column headed “Participation in the Term Loan under Amended and Restated Credit Agreement” and to have the Revolving Credit Commitments and Term Loan Commitments set out in Schedule 1 (Original Parties) of the easement area subject Amended and Restated Credit Agreement. (v) The Facility Agent shall remit HK$738,500,000.58 to MGMGP, representing the sum of: (A) the amount paid by MGMGP to the Access Easement Facility Agent on the first Repayment Date pursuant to clause 7.1 (Repayment of Term Loans) of the Existing Credit Agreement (being HK$107,250,000.01); (B) the amount paid by MGMGP to the Facility Agent on the second Repayment Date pursuant to clause 7.1 (Repayment of Term Loans) of the Existing Credit Agreement (being HK$107,250,000.01); and (C) the aggregate Principal Amount transferred by MGMGP to the Facility Agent for the account of each Retiring Lender pursuant to subparagraph 6(b)(i)(B) above(being HK$524,000,000.56) . (e) The Facility Agent must notify the other Parties as soon as reasonably practicable after all of the transactions set out in subparagraphs (d)(i) to (v) (inclusive) above have occurred (the Effective Date Notice). (f) On the Effective Date the Facility Agent is authorised to insert: (i) the Effective Date in the definition of “Effective Date” and the date of this Agreement in the definition of “Signing Date “ in subclause 1.1 (Definitions) of the Amended and Restated Credit Agreement; and (ii) the date falling on the fifth anniversary of the Effective Date in the definition of “Final Maturity Date” in subclause 1.1 (Definitions) of the Amended and Restated Credit Agreement.