Common use of Closing Procedure Clause in Contracts

Closing Procedure. Escrow Holder shall close Escrow for the Transfer as follows: Record the following documents in this order: (i) the City Deed (unless waived by City); (ii) the CC&Rs; (iii) the Resale Restriction Agreement; (iv) the Senior Deed of Trust; (v) the Equity Share Deed of Trust; (vi) the Capital Recovery Deed of Trust; (vii) such other instruments, if any, as shall be approved by the City Manager (upon consultation with City’s legal counsel) as necessary or convenient to effectuate and implement the financing of the acquisition of the Site and the renovation of the Improvements, with instructions for the Recorder of Riverside County, California to deliver: (i) to the City, the CC&Rs, the Resale Restriction Agreement, the Senior Deed of Trust, the Capital Recovery Deed of Trust and the Equity Share Deed of Trust; (ii) deliver a certified copy of each of the foregoing to the Participant and the original City Deed to the Participant (unless recording of the City Deed is waived by City on the basis that Participant holds title to the Site). The Escrow Holder shall also deliver to City each of the Senior Note, the Capital Recovery Note and the Equity Share Note, a certified copy of the City Deed and each of the CC&Rs, the Resale Restriction Agreement, the Senior Deed of Trust, the Equity Share Deed of Trust and the Capital Recovery Deed of Trust (and, until the originals of such recorded instruments are available, a conformed copy of each) and shall: (a) Instruct the Title Company to deliver to City the City’s Title Policies and a copy of the owner’s title insurance policy demonstrating that the Participant has acquired fee title to the Site; Policy; (b) Instruct the Title Company to deliver to Participant the Base Participant (c) Deliver documents as set forth in this Section 2.2.6; (d) File any informational reports required by Internal Revenue Code Section 6045(e), as amended, and any other applicable requirements; (e) Deliver the FIRPTA Certificate, if any; (f) Disburse the moneys, if any, due to the respective parties hereto; and (g) Forward to both the Participant and the City a separate accounting of all funds received and disbursed for each party and copies of all executed and recorded or filed documents deposited into Escrow, with such recording and filing date and information endorsed thereon.

Closing Procedure. 16.1 At least one business day prior to the date of Closing, Buyer 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 comply with Buyer's obligations hereunder regarding prorations, costs and expenses; and 16. 1.3 A signed counterpart of the Assignment 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 "I"; 16.3 Upon delivery of the foregoing sums and documents, Escrow Holder shall close Escrow for cause Title Company to cause Grant Deed to be recorded (by a special recording if necessary) in the Transfer as follows: Record 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, outside of Escrow, the following documents in this orderdocuments: (i) the City Deed (unless waived by City); (ii) the CC&Rs; (iii) the Resale Restriction Agreement; (iv) the Senior Deed of Trust; (v) the Equity Share Deed of Trust; (vi) the Capital Recovery Deed of Trust; (vii) such other instruments, if any, as shall be approved by the City Manager (upon consultation with City’s legal counsel) as necessary or convenient to effectuate and implement the financing of the acquisition of the Site and the renovation of the Improvements, with instructions for the Recorder of Riverside County, California to deliver: (i) to the City, the CC&Rs, the Resale Restriction Agreement, the Senior Deed of Trust, the Capital Recovery Deed of Trust and the Equity Share Deed of Trust; (ii) deliver a certified copy 16. 4.1 An original of each of the foregoing Service Contracts, Leases and keys to the Participant 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 plans, specifications and the original City Deed as- built drawings, and all building permits, certificate of occupancy, third-party soil reports, and environmental reports and studies relating to the Participant (unless recording Improvements; 16. 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 City Deed is waived by City on Property or any portion thereof or the basis that Participant holds title to the Site). The Escrow Holder shall also deliver to City each of the Senior Note, the Capital Recovery Note and the Equity Share Note, a certified copy of the City Deed and each of the CC&Rs, the Resale Restriction Agreement, the Senior Deed of Trust, the Equity Share Deed of Trust and the Capital Recovery Deed of Trust (and, until the originals of such recorded instruments are available, a conformed copy of each) and shall: (a) Instruct the Title Company to deliver to City the City’s Title Policies and a copy of the owner’s title insurance policy demonstrating that the Participant has acquired fee title to the Site; Policy; (b) Instruct the Title Company to deliver to Participant the Base Participant (c) Deliver documents as set forth in this Section 2.2.6; (d) File any informational reports required by Internal Revenue Code Section 6045(e), as amended, and any other applicable requirements; (e) Deliver the FIRPTA Certificate, if any; (f) Disburse the moneys, if any, due to the respective parties heretoequipment located thereon; and (g) Forward to both the Participant and the City a separate accounting of all funds received and disbursed for each party and copies of all executed and recorded or filed documents deposited into Escrow, with such recording and filing date and information endorsed thereon.

Closing Procedure. Escrow Holder shall close Escrow for the Transfer as follows: Record the following documents in this order: (i) the City Deed (unless waived by City); (ii) the CC&Rs; (iii) the Resale Restriction Agreement; (iv) the Senior Deed of Trust; (v) the Equity Share Deed of Trust; (vi) the Capital Recovery Deed of Trust; (vii) such other instruments, if any, as shall be approved by the City Manager (upon consultation with City’s legal counsel) as necessary or convenient to effectuate and implement the financing of the acquisition of the Site and the renovation of the Improvements, with instructions for the Recorder of Riverside County, California to deliver: (i) to the City, the CC&Rs, the Resale Restriction Agreement, the Senior Deed of Trust, the Capital Recovery Deed of Trust and the Equity Share Deed of Trust; (ii) deliver a certified copy of each of the foregoing to the Participant and the original City Deed to the Participant (unless recording of the City Deed is waived by City on the basis that Participant holds title to the Site). The Escrow Holder shall also deliver to City each of the Senior Note, the Capital Recovery Note and the Equity Share Note, a certified copy of the City Deed and each of the CC&Rs, the Resale Restriction Agreement, the Senior Deed of Trust, the Equity Share Deed of Trust and the Capital Recovery Deed of Trust (and, until the originals of such recorded instruments are available, a conformed copy of each) and shall: (a) Instruct the Title Company to deliver to City the City’s Title Policies and a copy of the owner’s title insurance policy demonstrating that the Participant has acquired fee title to the Site; Policy; (b) Instruct the Title Company to deliver to Participant the Base ParticipantParticipant Policy; (c) Deliver documents as set forth in this Section 2.2.6; (d) File any informational reports required by Internal Revenue Code Section 6045(e), as amended, and any other applicable requirements; (e) Deliver the FIRPTA Certificate, if any; (f) Disburse the moneys, if any, due to the respective parties hereto; and (g) Forward to both the Participant and the City a separate accounting of all funds received and disbursed for each party and copies of all executed and recorded or filed documents deposited into Escrow, with such recording and filing date and information endorsed thereon.

Closing Procedure. Escrow Holder Seller shall close Escrow execute and deliver or cause to be delivered: (a) a Special Warranty Deed, in the form attached hereto as Exhibit C, proper for recording, conveying Seller's interest in the Transfer as follows: Record the following documents in this orderReal Property to Purchaser, subject, however, to: (i) restrictions as reported in the City Deed Title Commitment (unless 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 City); Purchaser, (ii) the CC&Rs; taxes not yet due and payable, (iii) the Resale Restriction 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; (ivb) 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 Purchaser and directing the tenants to pay rentals to Purchaser (or Purchaser's designated agent); (f) the Senior Deed originals of Trustall leases, lease files 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; (vg) the Equity Share Deed of Trust; tenant estoppel certificates executed by all tenants listed on Exhibit I attached hereto, and at least seventy-five percent (vi) the Capital Recovery Deed of Trust; (vii) such other instruments, if any75%), as shall be approved measured by the City Manager (upon consultation with City’s legal counsel) as necessary or convenient to effectuate and implement the financing floor area, of the acquisition remaining tenants of the Site and the renovation of space in the Improvements, with instructions 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 Recorder Rent Roll for which no tenant estoppel certificate was obtained; (h) an updated Rent Roll, in the form of Riverside Countythe Rent Roll attached hereto as Exhibit B, California to deliver: 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 Cityextent 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 CC&RsProperty 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 Resale Restriction Agreement, the Senior Deed consummation of Trust, the Capital Recovery Deed of Trust and the Equity Share Deed of Trust; (ii) deliver a certified copy of each this transaction shall be conditioned upon there being no items listed on Schedule B of the foregoing to the Participant and the original City Deed to the Participant (unless recording Title Insurance Policy other than those listed on Schedule B of the City Deed is Title Commitment (as hereinafter defined) that were either approved by Purchaser or as to which objection has been waived by City on Purchaser in accordance with the basis that Participant holds title to the Site). The Escrow Holder shall also deliver to City each provisions of the Senior Note, the Capital Recovery Note and the Equity Share Note, a certified copy Section 6.5 of the City Deed and each of the CC&Rs, the Resale Restriction this Agreement, the Senior Deed of Trust, the Equity Share Deed of Trust and the Capital Recovery Deed of Trust (and, until the originals of such recorded instruments are available, a conformed copy of each) and shall: (a) Instruct the Title Company to deliver to City the City’s Title Policies and a copy of the owner’s title insurance policy demonstrating that the Participant has acquired fee title to the Site; Policy; (b) Instruct the Title Company to deliver to Participant the Base Participant (c) Deliver documents as set forth in this Section 2.2.6; (d) File any informational reports required by Internal Revenue Code Section 6045(e), as amended, and any other applicable requirements; (e) Deliver the FIRPTA Certificate, if any; (f) Disburse the moneys, if any, due to the respective parties hereto; and (g) Forward to both the Participant and the City a separate accounting of all funds received and disbursed for each party and copies of all executed and recorded or filed documents deposited into Escrow, with such recording and filing date and information endorsed thereon.

Closing Procedure. Not later than three (3) business days after each of the items described in Sections 3.3 and 3.4 have been deposited into Escrow, 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 close Escrow for do all of the Transfer as follows: following: A) Record (in the following documents order) in this order: (i) the City Deed (unless waived by City); (ii) the CC&Rs; (iii) the Resale Restriction Agreement; (iv) the Senior Deed of Trust; (v) the Equity Share Deed of Trust; (vi) the Capital Recovery Deed of Trust; (vii) such other instruments, if any, as shall be approved by the City Manager (upon consultation with City’s legal counsel) as necessary or convenient to effectuate and implement the financing Office of the acquisition of County Recorder the Site and the renovation of the Improvements, with instructions for the Recorder of Riverside County, California to deliver: (i) to the CityGrant Deed, the CC&Rs, the Resale Restriction Agreement, the Senior Deed of Trust, the Capital Recovery Deed of Trust and the Equity Share Deed SNDAs; B) Deliver the following to STATE: 1) The Closing Principal Payment under the Note as set forth above, less STATE's share of Trust; (iiall escrow costs, prorations and closing costs; 2) deliver a certified copy of each of the foregoing to the Participant and the The original City Deed to the Participant (unless recording of the City Deed is waived by City on the basis that Participant holds title to the Site). The Escrow Holder shall also deliver to City each of the Senior executed Note, the Capital Recovery Note and the Equity Share Note, a certified ; 3) A conformed copy of the City Deed and each recorded Grant Deed, indicating the recording information; 4) Conformed copies of the CC&Rs, the Resale Restriction Agreement, the Senior Deed of Trust, the Equity Share recorded Deed of Trust and the Capital Recovery 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 (andas a first lien against the Real Property, until subject only to non-monetary liens and encumbrances of record as of the originals Close of such recorded instruments are availableEscrow and to taxes and assessments against the Real Property not then yet delinquent, a if any. C) Deliver the following to BUYER: 1) A copy of the executed Note; 2) A conformed copy of eachthe recorded Grant Deed, indicating the recording information; 3) Conformed copies of the recorded Deed of Trust and shall:the SNDAs, indicating the recording information; (a4) Instruct 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 the Real Property vested in BUYER subject only to covenants, 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 “Prelim”) for the Property or discoverable by inspection or survey, matters affecting the condition of title to deliver the Property created by or with the written consent of BUYER, and the lien of the Deed of Trust; provided that notwithstanding anything to City the Citycontrary set forth above, STATE shall be obligated to remove, at STATE’s Title Policies sole cost and a expense, all monetary liens from the Property, excluding taxes and assessments not yet delinquent; 5) A conformed copy of the owner’s title insurance policy demonstrating that filed UCC-1 Financing statement, indicating the Participant has acquired fee title to the Site; Policyfiling information; (b6) Instruct A fully executed original of each of the Title Company to deliver to Participant general assignment, the Base Participant (c) Deliver documents as set forth in this Section 2.2.6; (d) File any informational reports required by Internal Revenue Code Section 6045(e), as amended, assignment of contracts and any other applicable requirements; (e) Deliver the FIRPTA Certificate, if any; (f) Disburse the moneys, if any, due to the respective parties heretoassignment of leases; and 7) If required, a fully executed Trademark Assignment that BUYER can process with the United States Patent and Trademark Office (g) Forward to both the Participant and the City a separate accounting of all funds received and disbursed for each party and copies of all executed and recorded or filed documents deposited into Escrow, with such recording and filing date and information endorsed thereonif same has not been previously filed).

Closing Procedure. Escrow Holder shall close Escrow for Escrowee acknowledges that Purchaser has the Transfer right under the Park Agreement and the Home and Loan Agreement to exclude certain Properties, Inventory Homes (as follows: Record such term is defined in the following documents Home and Loan Agreement) and Manufactured Home Loans (as such term is defined in this order: (ithe Home and Loan Agreement) from the City Deed (unless waived by City); (ii) the CC&Rs; (iii) the Resale Restriction Agreement; (iv) the Senior Deed of Trust; (v) the Equity Share Deed of Trust; (vi) the Capital Recovery Deed of Trust; (vii) such other instruments, if any, as shall be approved by the City Manager (upon consultation with City’s legal counsel) as necessary or convenient to effectuate and implement the financing Closing of the acquisition Transaction (all such Properties that are not excluded by Purchaser are referred to herein as the “Included Properties”; all such Included Properties together with all Inventory Homes and Manufactured Home Loans that are not excluded by Purchaser are referred to herein collectively as the “Included Assets”). At 9:00 a.m. (CST) on the Closing Date, provided that all of the Site Closing Conditions have been satisfied, Escrowee is then hereby authorized and directed to promptly proceed as follows with respect to only the renovation of the Improvements, with instructions for the Recorder of Riverside County, California to deliver: (i) to the City, the CC&Rs, the Resale Restriction Agreement, the Senior Deed of Trust, the Capital Recovery Deed of Trust and the Equity Share Deed of Trust; (ii) deliver a certified copy of each of the foregoing to the Participant and the original City Deed to the Participant (unless recording of the City Deed is waived by City on the basis that Participant holds title to the Site). The Escrow Holder shall also deliver to City each of the Senior Note, the Capital Recovery Note and the Equity Share Note, a certified copy of the City Deed and each of the CC&Rs, the Resale Restriction Agreement, the Senior Deed of Trust, the Equity Share Deed of Trust and the Capital Recovery Deed of Trust (and, until the originals of such recorded instruments are available, a conformed copy of each) and shallIncluded Assets: (a) Instruct the Title Company At Closing, issue to deliver to City the City’s Title Policies Purchasers marked and a copy signed versions of the owner’s title insurance policy demonstrating that the Participant has acquired fee title to the Site; Policy;Pro-Forma Policies. (b) Instruct At Closing, disburse the Title Company Escrow Funds to deliver those persons and in those amounts described in the Closing Statement attached hereto as Exhibit B and return any excess Escrow Funds to Participant the Base ParticipantPurchaser. (c) Deliver documents as set forth in this Section 2.2.6;Promptly after Closing, purchase and affix to each of the Deeds with respect to the Included Properties the appropriate transfer stamps. (d) File any informational reports Promptly after Closing record in the following order with the appropriate clerk of courts, county recorder or other appropriate real estate filing office each of the: (i) Deeds for the Included Properties, along with the state and/or local transfer tax declarations and withholding tax forms; (ii) all other documents as required by Internal Revenue Code Section 6045(e), as amended, and any other applicable requirements;with respect to the Included Assets. (e) Deliver Promptly after the FIRPTA Certificatecompletion of the recordings set forth in Section 7(D) hereof, if any;deliver recorded copies of all Deeds to Attorney for Sellers and Attorney for Purchasers. (f) Disburse Promptly after the moneyscompletion of the recordings set forth in Section 7(D) hereof, if any, due issue to Purchasers Owner’s Policies for each of the respective parties hereto; andIncluded Properties in the form of the Pro-Forma Policies (as marked) with an effective date as of the recording of the Deeds. (g) Forward Promptly after Closing deliver to both the Participant Purchasers and Sellers, as applicable, all original Michigan Loan Assignments and Other Closing Documents (or copies thereof if originals are not available) with respect to the City a separate Included Properties. Escrowee shall hold all other Other Closing Documents for future Closings unless directed by Sellers and Purchaser to do so otherwise. (h) Promptly after the completion of the recording of all applicable Deeds, provide to Attorney for Sellers and Attorney for Purchasers an accounting of all funds received and disbursed for each party and copies of all executed and recorded or filed documents deposited into Escrow, with such recording and filing date and information endorsed thereonEscrow Funds.

Closing Procedure. (a) At least one business day prior to the date of Closing, Purchaser shall have delivered to Escrow Holder shall close Escrow for the Transfer as follows: Record Agent counterpart executed originals of the following documents in this order: and the following sums of money required to be delivered by Purchaser hereunder: (i) The Purchase Price in the City Deed (unless waived by Citymanner set forth in Paragraph 2(a); ; (ii) the CC&RsSuch funds as may be necessary to comply with Purchaser's obligations hereunder regarding prorations, costs and expenses; and (iii) A signed counterpart of the Resale Restriction Agreement; Assignment of Leases and Security Deposits (the "Assignment 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 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) An Assignment of Service Contracts substan tially in the Senior Deed form and substance of Trust; Exhibit "H" attached hereto and forming a part hereof; (v) the Equity Share Deed of Trust; (vi) the Capital Recovery Deed of Trust; (vii) such other instruments, if any, as shall be approved by the City Manager (upon consultation with City’s legal counsel) as necessary or convenient to effectuate and implement the financing of the acquisition of the Site and the renovation of the Improvements, with instructions for the Recorder of Riverside County, California to deliver: (i) to the City, the CC&Rs, the Resale Restriction Agreement, the Senior Deed of Trust, the Capital Recovery Deed of Trust and the Equity Share Deed of Trust; (ii) deliver a certified copy An original counterpart of each of the foregoing Service Contracts, Leases and keys to the Participant and the original City Deed to the Participant (unless recording of the City Deed is waived by City on the basis that Participant holds title to the Site). The Escrow Holder shall also deliver to City each of the Senior Note, the Capital Recovery Note and the Equity Share Note, a certified copy of the City Deed and each of the CC&Rs, the Resale Restriction Agreement, the Senior Deed of Trust, the Equity Share Deed of Trust and the Capital Recovery Deed of Trust (and, until the originals of such recorded instruments are available, a conformed copy of each) and shall: (a) Instruct the Title Company to deliver to City the City’s Title Policies and a copy of the owner’s title insurance policy demonstrating that the Participant has acquired fee title to the Site; PolicyProperty if in Seller's possession or under its control; (bvi) Instruct Notices to any tenants and occupants of the Title Company Property of the transfer of the Property to deliver 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 Participant the Base ParticipantImprovements; and (viii) All warranties and operating manuals that Seller 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) Deliver documents as set forth Upon delivery of the foregoing sums and documents, Escrow Agent shall cause Title Company to cause the Grant Deed to be recorded (by a special recording if necessary) in this Section 2.2.6; (d) File any informational reports required by Internal Revenue Code Section 6045(e)the Official Records of Los Angeles County, as amendedCalifornia, and any other applicable requirements; (e) Deliver immediately to issue the FIRPTA Certificate, if any; (f) Disburse the moneys, if any, due to the respective parties hereto; and (g) Forward to both the Participant and the City a separate accounting of all funds received and disbursed for each party and copies of all executed and recorded or filed documents deposited into Escrow, with such recording and filing date and information endorsed thereonTitle Policy.

Closing Procedure. Escrow Holder (a) Two Business Days before the Proposed Effective Date, the Facility Agent shall: (i) confirm with the Borrowers the Accrual Amount of each Existing Lender and the Principal Amount of each Retiring Lender (the Agreed Amounts); and (ii) 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 Agreed Amounts. (b) On the Proposed Effective Date and as conditions to the occurrence of the Effective Date: (i) MGMGP shall close Escrow remit to the Facility Agent: (A) for the Transfer account of each Existing Lender, 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 follows: Record set out in the following documents 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 the Facility Agent as referred to in the Amended and Restated Credit Agreement; and (E) for the account of the Security Agent, the amount set out in the Fee Letter between the Company and the Security Agent as referred to in the Amended and Restated Credit Agreement (together with the amounts set out in subparagraphs (C) and (D) above, the Fee Amount), each for value on the Proposed Effective Date; (ii) the Borrowers shall deliver a certificate to the Facility Agent: (A) stating that on the Proposed Effective Date, and on giving effect to the transactions contemplated by this order: Agreement: I. the representations set out in the 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 an authorised signatory of each Original Obligor and Security Provider (other than Ms. ▇▇▇▇▇ ▇▇ and ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇) 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 Second Amortisation Payment). (c) If the conditions set out in paragraph (b) above are satisfied, then: (i) the City Deed Facility Agent shall promptly: (A) notify the Funding Lenders; and (B) unless waived the Second Amortisation Payment has already been remitted to the Existing Lenders under the Existing Credit Agreement, remit the Second Amortisation Payment to the Existing Lenders according to each Existing Lender’s Pro Rata Share of the 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 City); 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 each Existing Lender its Accrual Amount from the funds deposited with the Facility Agent under subparagraph 6(b)(i)(A) above; (ii) the CC&Rs; 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 Resale Restriction AgreementCommitments 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 Finance Documents in 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 Senior Deed 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 Trustthe 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 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 Amended and Restated Credit Agreement. (v) The Facility Agent shall remit HK$738,500,000.58 to MGMGP, representing the Equity Share Deed of Trust; (vi) the Capital Recovery Deed of Trust; (vii) such other instruments, if any, as shall be approved by the City Manager (upon consultation with City’s legal counsel) as necessary or convenient to effectuate and implement the financing of the acquisition of the Site and the renovation of the Improvements, with instructions for the Recorder of Riverside County, California to deliver: (i) to the City, the CC&Rs, the Resale Restriction Agreement, the Senior Deed of Trust, the Capital Recovery Deed of Trust and the Equity Share Deed of Trust; (ii) deliver a certified copy of each of the foregoing to the Participant and the original City Deed to the Participant (unless recording of the City Deed is waived by City on the basis that Participant holds title to the Site). The Escrow Holder shall also deliver to City each of the Senior Note, the Capital Recovery Note and the Equity Share Note, a certified copy of the City Deed and each of the CC&Rs, the Resale Restriction Agreement, the Senior Deed of Trust, the Equity Share Deed of Trust and the Capital Recovery Deed of Trust (and, until the originals of such recorded instruments are available, a conformed copy of each) and shallsum of: (aA) Instruct the Title Company amount paid by MGMGP to deliver the Facility Agent on the first Repayment Date pursuant to City the City’s Title Policies and a copy clause 7.1 (Repayment of Term Loans) of the owner’s title insurance policy demonstrating that the Participant has acquired fee title to the Site; PolicyExisting Credit Agreement (being HK$107,250,000.01); (bB) Instruct the Title Company amount paid by MGMGP to deliver the Facility Agent on the second Repayment Date pursuant to Participant clause 7.1 (Repayment of Term Loans) of the Base ParticipantExisting Credit Agreement (being HK$107,250,000.01); and (cC) Deliver documents as set forth in this Section 2.2.6; (dthe aggregate Principal Amount transferred by MGMGP to the Facility Agent for the account of each Retiring Lender pursuant to subparagraph 6(b)(i)(B) File any informational reports required by Internal Revenue Code Section 6045(e), as amended, and any other applicable requirements;above(being HK$524,000,000.56) . (e) Deliver The Facility Agent must notify the FIRPTA Certificate, if any;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) Disburse On the moneys, if any, due Effective Date the Facility Agent is authorised to insert: (i) the respective parties heretoEffective 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 (gii) Forward to both the Participant 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 the City a separate accounting of all funds received and disbursed for each party and copies of all executed and recorded or filed documents deposited into Escrow, with such recording and filing date and information endorsed thereonRestated Credit Agreement.

Closing Procedure. Escrow Holder shall close Escrow On or before the Completion Date, the Purchaser will pay to the Purchaser’s solicitors in trust the amount provided for in subsection 3(c) of this Offer to Purchase, less the amount to be advanced to the Purchaser on the Completion Date under any mortgage financing arranged by the Purchaser. Forthwith following receipt by the Purchaser’s solicitors of the payment pursuant to subsection 13(a) and the documents and items referred to in subsection 12(a), the Purchaser will cause the Purchaser’s solicitors to file the Transfer as follows: Record in the following appropriate Land Title Office on the Completion Date concurrently with any security documents in this order: (i) the City Deed (unless waived by City); (ii) the CC&Rs; (iii) the Resale Restriction Agreement; (iv) the Senior Deed of Trust; (v) the Equity Share Deed of Trust; (vi) the Capital Recovery Deed of Trust; (vii) such other instruments, if any, as shall be approved applicable to any mortgage financing arranged by the City Manager (upon consultation Purchaser in connection with City’s legal counsel) as necessary or convenient to effectuate and implement the financing purchase of the acquisition Lands. Forthwith following the filing referred to in subsection 13(b) and upon the Purchaser’s solicitors being satisfied as to the Purchaser’s pending title to the Lands after conducting a post filing registration check of the Site and property index disclosing only the renovation of following: the Improvements, with instructions for the Recorder of Riverside County, California to deliver: (iexisting title number(s) to the City, Lands; the CC&Rs, Permitted Encumbrances; pending number assigned to the Resale Restriction Agreement, Transfer; pending numbers assigned to any charges granted by the Senior Deed of Trust, Purchaser including any security documents applicable to any mortgage financing arranged by the Capital Recovery Deed of Trust and Purchaser in connection with the Equity Share Deed of Trust; (ii) deliver a certified copy of each purchase of the foregoing Lands; and any charges with respect to which the Participant Vendor’s solicitors have extended satisfactory undertakings regarding the discharge and the original City Deed to the Participant (unless recording release of the City Deed is waived same; the Purchaser will cause the Purchaser’s solicitors, forthwith upon receipt by City on the basis that Participant holds title to the Site). The Escrow Holder shall also deliver to City each them of the Senior Note, proceeds of any mortgage financing arranged by the Capital Recovery Note Purchaser in connection with the sale and the Equity Share Note, a certified copy purchase of the City Deed and each of the CC&RsLands, the Resale Restriction Agreement, the Senior Deed of Trust, the Equity Share Deed of Trust and the Capital Recovery Deed of Trust (and, until the originals of such recorded instruments are available, a conformed copy of each) and shall: (a) Instruct the Title Company to deliver to City the CityVendor’s Title Policies solicitors on the Completion Date any document referred to in subsection 12(a), not previously provided to the Vendor in a form executed by the Purchaser, and a copy of trust cheque for the owner’s title insurance policy demonstrating that the Participant has acquired fee title to the Site; Policy; (b) Instruct the Title Company to deliver to Participant the Base Participant (c) Deliver documents as set forth in this Section 2.2.6; (d) File any informational reports required by Internal Revenue Code Section 6045(e), as amended, and any other applicable requirements; (e) Deliver the FIRPTA Certificate, if any; (f) Disburse the moneys, if any, balance due to the respective parties hereto; and (g) Forward Vendor pursuant to both subsection 3(c), and to instruct the Participant Brokerage to release the Deposit to the Vendor or the Vendor’s solicitors and all accrued interest on the City a separate accounting of all funds received and disbursed for each party and copies of all executed and recorded or filed documents deposited into Escrow, with such recording and filing date and information endorsed thereonDeposit to the Purchaser.

Closing Procedure. (a) At least one business day prior to the date of Closing, Arden shall have delivered to Escrow Holder shall close Escrow for the Transfer as follows: Record Agent counterpart executed originals of the following documents in this order: and the following sums of money required to be delivered by Arden hereunder: (i) Sale Price and any other amount due from Arden hereunder in the City Deed (unless waived by City); manner set forth in Paragraph 2; (ii) the CC&RsSuch funds as may be necessary to comply with Arden's obligations hereunder regarding prorations, costs and expenses; and (iii) A signed counterpart of the Resale Restriction 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, the 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 and forming a part hereof; (ii) A Bi▇▇ ▇f Sale (the "Bi▇▇ ▇f Sale") in 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) An Assignment and Assumption of Service and Miscellaneous Rights and Agreements (the Senior Deed "Assignment of Trust; Service Contracts") substantially in the form and substance of Exhibit "I" attached hereto and forming a part hereof; (v) An original counterpart of the Equity Share Deed of Trust; Amendment to Limited Partnership Agreement; (vi) the Capital Recovery Deed of Trust; (vii) such other instruments, if any, as shall be approved by the City Manager (upon consultation with City’s legal counsel) as necessary or convenient to effectuate and implement the financing of the acquisition of the Site and the renovation of the Improvements, with instructions for the Recorder of Riverside County, California to deliver: (i) to the City, the CC&Rs, the Resale Restriction Agreement, the Senior Deed of Trust, the Capital Recovery Deed of Trust and the Equity Share Deed of Trust; (ii) deliver a certified copy An original counterpart of each of the foregoing Service Contracts, Leases and keys to the Participant and Property if in the original City Deed CalTwin Parties' possession or under its control; (vii) Notices to the Participant (unless recording of the City Deed is waived by City on the basis that Participant holds title to the Site). The Escrow Holder shall also deliver to City each of the Senior Note, the Capital Recovery Note tenants and the Equity Share Note, a certified copy occupants of the City Deed and each Property of the CC&Rs, the Resale Restriction Agreement, the Senior Deed of Trust, the Equity Share Deed of Trust and the Capital Recovery Deed of Trust (and, until the originals of such recorded instruments are available, a conformed copy of each) and shall: (a) Instruct the Title Company to deliver to City the City’s Title Policies and a copy transfer of the owner’s title insurance policy demonstrating that the Participant has acquired fee title Property to the Site; PolicyArden; (bviii) Instruct To the Title Company 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 deliver the Improvements; (ix) All warranties and operating manuals that the CalTwin Parties may have from vendors, contractors or servicing agents with respect to Participant the Base Participantphysical condition of the Property or any portion thereof or the equipment located thereon; and (x) To the extent necessary, cash in 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 credited to Arden and debited against the Purchase Price). (c) Deliver documents as set forth Upon delivery of the foregoing sums and documents, Escrow Agent shall cause Title Company to cause the Grant Deed to be recorded (by a special recording if necessary) in this Section 2.2.6;the Official Records of Ke▇▇ ▇ounty, California, and immediately to issue the Title Policy. (d) File any informational reports required by Internal Revenue Code Section 6045(e), as amended, and any other applicable requirements; (e) Deliver the FIRPTA Certificate, if any; (f) Disburse the moneys, if any, due Notwithstanding anything to the respective parties hereto; and (g) Forward contrary contained herein, Arden hereby agrees that the CalTwin Parties may cause the Property to both be direct deeded to Arden by any entity holding record title to the Participant and Property as of the City a separate accounting of all funds received and disbursed for each party and copies of all executed and recorded or filed documents deposited into Escrow, with such recording and filing date and information endorsed thereonClosing Date.

Closing Procedure. Escrow Holder shall close Escrow for Subject to Borrower providing Lender with prior written notice of at least 21 days, the Transfer as follows: Record the following documents in this order: (i) the City Deed (unless waived by City); (ii) the CC&Rs; (iii) the Resale Restriction Agreement; (iv) the Senior Deed of Trust; (v) the Equity Share Deed of Trust; (vi) the Capital Recovery Deed of Trust; (vii) such other instruments, if any, as shall be approved by the City Manager (upon consultation with City’s legal counsel) as necessary or convenient to effectuate and implement the financing closing of the acquisition of transactions in relation to each Loan (the Site and the renovation of the Improvements, with instructions for the Recorder of Riverside County, California to deliver: (i“Loan Closing”) shall occur one week prior to the City, the CC&Rs, the Resale Restriction Agreement, the Senior Deed of Trust, the Capital Recovery Deed of Trust and the Equity Share Deed of Trust; (ii) deliver a certified copy closing of each of the foregoing SPA, following satisfaction or waiver of all the conditions precedent to Loan Closing, or at such other time, date and place as may be agreed by the Parties in writing (the time and date of the Loan Closing being herein referred to as the “Loan Closing Date”). Immediately prior to Loan Closing, the Borrower shall deliver to the Participant Lender a certificate signed by an officer of the Borrower, in the form attached as Schedule M, confirming that all conditions precedent to the Loan Closing as set out in Section ‎3.1 above have been met and complied with. At the Loan Closing, the following actions and occurrences will take place, all of which shall be deemed to have occurred simultaneously and no action shall be deemed to have been completed and no document or certificate shall be deemed to have been delivered, until all actions are completed and all documents and certificates delivered: 3.2.1. The Borrower shall deliver to Lender original certificates evidencing registration and perfection of the Mezzanine Securities other than the nomination of the authorized signatories in the Proceed Bank Accounts and Distribution Bank Accounts; 3.2.2. The Borrower shall deliver to Lender approvals of the Board of Directors of the Borrower and the original City Deed relevant SPC no later than 14 Business Days following the Loan Closing Date, evidencing the nomination of the authorized signatories on behalf of the Lender and the relevant SPC in the Bank Account, Proceed Bank Accounts and Distribution Bank Accounts; and shall deliver to Lender approvals of the relevant banks to the Participant (unless recording Lender’s satisfaction, evidencing receipt of documents nominating the authorized signatories on behalf of the City Deed is waived by City on the basis that Participant holds title to the Site). The Escrow Holder shall also deliver to City each of the Senior Note, the Capital Recovery Note Lender and the Equity Share Noterelevant SPC in the Bank Account, a certified copy of Proceed Bank Accounts and Distribution Bank Accounts no later than 30 Business Days following the City Deed and each of the CC&Rs, the Resale Restriction Agreement, the Senior Deed of Trust, the Equity Share Deed of Trust and the Capital Recovery Deed of Trust (and, until the originals of such recorded instruments are available, a conformed copy of each) and shall: (a) Instruct the Title Company to deliver to City the City’s Title Policies and a copy of the owner’s title insurance policy demonstrating that the Participant has acquired fee title to the Site; Policy; (b) Instruct the Title Company to deliver to Participant the Base Participant (c) Deliver documents Loan Closing Date as set forth in this Section 2.2.6‎10.11.2. 3.2.3. The Borrower shall deliver to Lender an irrevocable instructions notice to the relevant SPC in the from attached hereto as Schedule K, that: (a) all SPC Distributions to the Borrower shall be payable solely to the Bank Account; and (b) the Participator, as an observer to the Board of Directors of each SPC and of the Borrower, on behalf of the Lender, shall be invited to any such meeting and shall have the information rights as set forth in Schedule K. 3.2.4. The Borrower shall deliver to Lender legal opinions addressed to the Lender by the external legal counsels of the Borrower in Italy, in the form attached hereto as Schedule I. 3.2.5. The Borrower shall deliver to Lender the Subordination Agreement attached hereto as Schedule G, duly signed by the Borrower, Eastern Sphere and BSC. 3.2.6. The Borrower shall deliver to Lender certified copies of the resolutions of BSC, Eastern Sphere and Borrowers relevant corporate bodies required for approving the execution, delivery and performance of the Mezzanine Documents and all other documents and actions contemplated thereby; (d) File any informational reports required 3.2.7. The Lender shall make the applicable Loan available to the Borrower by Internal Revenue Code Section 6045(e), wire transfer to the Bank Account 3.2.8. The Borrower shall use each Loan solely to pay the Initial SPA Consideration under the SPA for which such loan has been provided for as amended, and any other applicable requirementsdescribed hereunder; (e) Deliver the FIRPTA Certificate, if any; (f) Disburse the moneys, if any, due to the respective parties hereto; and (g) Forward to both the Participant 3.2.9. The SPA Closing shall occur and the City Borrower shall use the Mezzanine Loan for the purpose set out in Section ‎2.3. 3.2.10. Within 7 Business Days following the SPA Closing the Borrower shall provide the Lender with a separate accounting resolution of each SPC’s board of directors pursuant to which the Participator on behalf of the Lender shall be invited to participate as an observer in any board of directors meetings of the SPCs and shall receive all funds received correspondence accordingly and disbursed for each party have the information rights specified under Schedule K. The Borrower shall provide the Participator with all resolutions of the shareholder meetings (written resolution and copies protocol of all executed and recorded or filed documents deposited into Escrow, with shareholder meetings) within 7 Business Days of such recording and filing date and information endorsed thereonmeeting.

Closing Procedure. Escrow Holder shall close Escrow for the Transfer as follows: Record the following documents in this order: (i) the City Deed (unless waived by City); (ii) the CC&Rs; (iii) the Resale Restriction Agreement; (iv) the Senior Deed of Trust; (v) the Equity Share Deed of Trust; (vi) the Capital Recovery Deed of Trust; (vii) such other instruments, if any, as The deed shall be approved by recorded upon clearance of funds. If the City Manager (upon consultation with City’s legal counsel) as necessary or convenient title agent insures adverse matters pursuant to effectuate and implement the financing of the acquisition of the Site and the renovation of the ImprovementsSection 627.7841, with instructions for the Recorder of Riverside County, California to deliver: (i) to the City, the CC&Rs, the Resale Restriction Agreement, the Senior Deed of Trust, the Capital Recovery Deed of Trust and the Equity Share Deed of Trust; (ii) deliver a certified copy of each of the foregoing to the Participant and the original City Deed to the Participant (unless recording of the City Deed is waived by City on the basis that Participant holds title to the Site). The Escrow Holder shall also deliver to City each of the Senior Note, the Capital Recovery Note and the Equity Share Note, a certified copy of the City Deed and each of the CC&Rs, the Resale Restriction Agreement, the Senior Deed of Trust, the Equity Share Deed of Trust and the Capital Recovery Deed of Trust (and, until the originals of such recorded instruments are available, a conformed copy of each) and shall: (a) Instruct the Title Company to deliver to City the City’s Title Policies and a copy of the owner’s title insurance policy demonstrating that the Participant has acquired fee title to the Site; Policy; (b) Instruct the Title Company to deliver to Participant the Base Participant (c) Deliver documents as set forth in this Section 2.2.6; (d) File any informational reports required by Internal Revenue Code Section 6045(e)200 F.S., as amended, the escrow and closing procedure required by this “AS IS” Standard shall be waived. Unless waived as set forth above the following clos- 201 “AS IS” STANDARDS FOR REAL ESTATE TRANSACTIONS (CONTINUED) 202 ing procedures shall apply: (1) all closing proceeds shall be held in escrow by the Closing Agent for a period of not more than 5 days after Closing; (2) if Seller’s 203 title is rendered unmarketable, through no fault of Buyer, Buyer shall, within the 5 day period, notify Seller in writing of the defect and Seller shall have 30 days 204 from date of receipt of such notification to cure the defect; (3) if Seller fails to timely cure the defect, all deposits and closing funds shall, upon written demand 205 by ▇▇▇▇▇ and within 5 days after demand, be returned to Buyer and, simultaneously with such repayment, Buyer shall return the Personal Property, vacate the 206 Real Property and reconvey the Property to Seller by special warranty deed and bill of sale; and (4) if Buyer fails to make timely demand for refund, Buyer shall 207 take title as is, waiving all rights against Seller as to any intervening defect except as may be available to Buyer by virtue of warranties contained in the deed 208 or bill of sale 209 Q. ESCROW: Any Closing Agent or escrow agent (collectively “Agent”) receiving funds or equivalent is authorized and agrees by acceptance of them to deposit 210 them promptly, hold same in escrow and, subject to clearance, disburse them in accordance with terms and conditions of this Contract. Failure of funds to 211 clear shall not excuse ▇▇▇▇▇’s performance. If in doubt as to Agent’s duties or liabilities under the provisions of this Contract, Agent may, at Agent’s option, con- 212 tinue to hold the subject matter of the escrow until the parties hereto agree to its disbursement or until a judgment of a court of competent jurisdiction shall 213 determine the rights of the parties, or Agent may deposit same with the clerk of the circuit court having jurisdiction of the dispute. An attorney who represents 214 a party and also acts as Agent may represent such party in such action. Upon notifying all parties concerned of such action, all liability on the part of Agent 215 shall fully terminate, except to the extent of accounting for any items previously delivered out of escrow. If a licensed real estate broker, Agent will comply with 216 provisions of Chapter 475, F.S., as amended. Any suit between ▇▇▇▇▇ and Seller wherein Agent is made a party because of acting as Agent hereunder, or in 217 any suit wherein Agent interpleads the subject matter of the escrow, Agent shall recover reasonable attorney’s fees and costs incurred with these amounts to 218 be paid from and out of the escrowed funds or equivalent and charged and awarded as court costs in favor of the prevailing party. The Agent shall not be liable 219 to any party or person for misdelivery to Buyer or Seller of items subject to the escrow, unless such misdelivery is due to willful breach of the provisions of this 220 Contract or gross negligence of Agent. 221 R. ATTORNEY’S FEES; COSTS: In any litigation, including breach, enforcement or interpretation, arising out of this Contract, the prevailing party in such liti- 222 gation, which, for purposes of this ”AS IS” Standard, shall include Seller, Buyer and any other applicable requirements; (e) Deliver brokers acting in agency or nonagency relationships authorized by 223 Chapter 475, F.S., as amended, shall be entitled to recover from the FIRPTA Certificatenon-prevailing party reasonable attorney’s fees, if any; (f) Disburse the moneys, if any, due to the respective parties hereto; and (g) Forward to both the Participant costs and the City a separate accounting of all funds received and disbursed for each party and copies of all executed and recorded or filed documents deposited into Escrow, with such recording and filing date and information endorsed thereonexpenses.

Closing Procedure. Escrow Holder Seller shall close Escrow execute and deliver or cause to be delivered (a) a Grant Deed, in the form attached hereto as Exhibit C, proper for recording, conveying Seller's interest in the Transfer Real Property to Purchaser, subject, however, to (i) exceptions as follows: Record reported in the following documents Title 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 Survey (as defined in Section 6.4), (ii) taxes not yet delinquent, (iii) the 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), and (iv) any encumbrances created or permitted by the terms of this order: Agreement; (b) a Bill ▇▇ Sale 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 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 "Owner'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 City Deed (unless waived by City); printed survey exception must be deleted, except for matters shown on the Survey, (ii) the CC&Rs; exception as to ad valorem taxes shall be limited to taxes for the current and subsequent years, and (iii) the Resale Restriction 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; (ive) 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 Senior Deed originals of Trustall 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; (vg) a tenant estoppel certificate executed by Canon, in form and substance satisfactory to Purchaser, which certificate shall identify the Equity Share Deed lease documents and state the date of Trust; (vi) commencement and termination of the Capital Recovery Deed lease term, the rent currently being paid, the amount of Trust; (vii) such other instrumentsany rental payments made in advance, if any, as shall be approved by the City Manager (upon consultation with City’s legal counsel) as necessary or convenient to effectuate and implement the financing amount of the acquisition of the Site and the renovation of the Improvements, with instructions for the Recorder of Riverside County, California to deliver: (i) to the City, the CC&Rs, the Resale Restriction Agreement, the Senior Deed of Trust, the Capital Recovery Deed of Trust and the Equity Share Deed of Trust; (ii) deliver a certified copy of each of the foregoing to the Participant and the original City Deed to the Participant (unless recording of the City Deed is waived by City on the basis that Participant holds title to the Site). The Escrow Holder shall also deliver to City each of the Senior Note, the Capital Recovery Note and the Equity Share Note, a certified copy of the City Deed and each of the CC&Rs, the Resale Restriction Agreement, the Senior Deed of Trust, the Equity Share Deed of Trust and the Capital Recovery Deed of Trust (and, until the originals of such recorded instruments are available, a conformed copy of each) and shall: (a) Instruct the Title Company to deliver to City the City’s Title Policies and a copy of the owner’s title insurance policy demonstrating that the Participant has acquired fee title to the Site; Policy; (b) Instruct the Title Company to deliver to Participant the Base Participant (c) Deliver documents as set forth in this Section 2.2.6; (d) File any informational reports required by Internal Revenue Code Section 6045(e), as amended, and any other applicable requirements; (e) Deliver the FIRPTA Certificate, if any; (f) Disburse the moneyssecurity deposit, if any, due 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 respective parties heretobest 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); and (gh) Forward to both an updated Rent Roll, in the Participant 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 City corresponding California Form 590 RE Form; (j) a separate accounting 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 funds received maintenance records. Purchaser acknowledges and disbursed 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 each party the benefit of, the Property, except any monetary liens or encumbrances against the Property created by Seller on or after the Effective Date and copies any existing mortgages or deeds of all executed 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 the terms hereof, such failure shall not constitute a default or breach by Seller hereunder, and recorded 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 Deposit or filed documents deposited into Escrow, with such recording and filing date and information endorsed thereonto accept conveyance of title as delivered by Seller without reduction of the Purchase Price.