Common use of Closing Mechanics Clause in Contracts

Closing Mechanics. (a) The parties shall conduct an escrow Closing through the Escrow Agent as escrowee so that it will not be necessary for any party to attend Closing. The escrow Closing shall be conducted in accordance with an escrow arrangement, and pursuant to an escrow agreement, reasonably acceptable to Eldorado, Buyer and the Escrow Agent (the “Escrow Arrangement”). The Closing shall occur on the Scheduled Closing Date in accordance with the provisions of Section 6.1(b) hereof, subject to the right of either party to adjourn Closing one or more times (but not beyond the Outside Date) if necessary to satisfy the closing conditions set forth in Section 6.4 and Section 6.5 hereof. (b) On the Scheduled Closing Date, provided (1) all conditions precedent to Eldorado’s obligations hereunder have been satisfied (or waived) in accordance with Section 6.5, and (2) all conditions precedent to Buyer’s obligations hereunder have been satisfied (or waived) in accordance with Section 6.4, (i) Eldorado shall cause Seller to convey the Property to Buyer pursuant to the Deed, (ii) Buyer shall, and Eldorado shall cause Seller to, enter into the Lease Assignment and Acceptance Agreement, (iii) Buyer shall, and Eldorado shall cause OpCo (as one of the entities comprising Non-CPLV Lease Tenant) to enter into the Non-CPLV Lease Amendment, (iv) Buyer shall, and Eldorado shall cause OpCo (as one of the entities comprising Non-CPLV Lease Tenant) to, enter into the Lease Assignment and Assumption Agreement, (v) Buyer shall pay the Purchase Price (plus or minus any closing costs in accordance with Section 5.2) to (a) the Exchange Agent (as defined in the Merger Agreement), in the event the Closing occurs substantially concurrently with the Merger Closing or (b) Seller, in the event the Closing does not occur substantially concurrently with the Merger Closing but does occur subsequently thereto, in each case, in accordance with the Escrow Arrangement, and (vi) the applicable Buyer Parties will, and Eldorado shall cause the applicable Seller Parties to, execute and deliver the other documents and materials as required under this Agreement, including Sections 6.2 and 6.3. Notwithstanding anything to the contrary contained herein, it is expressly agreed to by Eldorado and Buyer that TIME IS OF THE ESSENCE with respect to Eldorado’s and Buyer’s respective obligations to consummate the Transaction on the Scheduled Closing Date. Notwithstanding the foregoing, in the event that it is not feasible for reasons beyond the parties’ control for the parties to complete all of the steps set forth in this Section 6.1(b) on the Scheduled Closing Date, and such failure is not the result of a default by either party to comply with its obligations under the terms of this Agreement, then neither party shall be in default under this Agreement, this Agreement shall remain in full force and effect, and the Closing shall occur on the subsequent Business Day, which shall be deemed the Scheduled Closing Date. (c) The items to be delivered by each Seller Party or each Buyer Party in accordance with the terms of Sections 6.2 or 6.3 shall be delivered to Escrow Agent at least one (1) Business Day prior to the Closing Date.

Closing Mechanics. (a) The parties shall conduct an escrow Closing through the Escrow Agent as escrowee so that it will not be necessary for any party to attend Closing. The escrow Closing shall be conducted in accordance with an escrow arrangement, and pursuant to an escrow agreement, reasonably acceptable to Eldorado, Buyer and the Escrow Agent (the “Escrow Arrangement”). The Closing shall occur on the Scheduled Closing Date in accordance with the provisions of Section 6.1(b) hereof, subject to the right of either party to adjourn Closing one or more times (but not beyond the Outside Date) if necessary to satisfy the closing conditions set forth in Section 6.4 and Section 6.5 hereof. (b) On the Scheduled Closing Date, provided (1) all conditions precedent to Eldorado’s obligations hereunder have been satisfied (or waived) in accordance with Section 6.5, and (2) all conditions precedent to Buyer’s obligations hereunder have been satisfied (or waived) in accordance with Section 6.4, (i) Eldorado shall cause Seller ▇▇▇▇▇▇ to convey the Owned Property to Buyer pursuant to the Deed, (ii) Buyer shall, and Eldorado shall cause Seller JCC to, enter into the HNO Ground Lease Assignment and Acceptance AgreementAssumption Agreement and Act of Cash Sale of Improvements, (iii) Buyer shall, and Eldorado shall cause OpCo (as one of the entities comprising Non-CPLV Lease Tenant) to JCC to, enter into the Non-CPLV Lease Amendment, Assignment and Acceptance Agreement; (iv) Buyer shall, and Eldorado shall cause OpCo Seller HNO Tenant (as one of the entities comprising Non-CPLV Lease Tenant) to, enter into the Lease Assignment and Assumption Agreement, (v) Buyer shall pay the Purchase Price (plus or minus any closing costs in accordance with Section 5.2) to (a) the Exchange Agent (as defined in the Merger Agreement), in the event the Closing occurs substantially concurrently with the Merger Closing or (b) Seller, in the event the Closing does not occur substantially concurrently with the Merger Closing but does occur subsequently thereto, in each case, in accordance with the Escrow Arrangement, (vi) Buyer shall, and Eldorado shall cause Seller HNO Tenant (as one of the entities comprising Non-CPLV Lease Tenant) to, enter into the Non-CPLV Lease Amendment, and (vivii) the applicable Buyer Parties will, and Eldorado shall cause the applicable Seller Parties to, execute and deliver the other documents and materials as required under this Agreement, including Sections 6.2 and 6.3. Notwithstanding anything to the contrary contained herein, it is expressly agreed to by Eldorado and Buyer that TIME IS OF THE ESSENCE with respect to Eldorado’s and Buyer’s respective obligations to consummate the Transaction on the Scheduled Closing Date. Notwithstanding the foregoing, in the event that it is not feasible for reasons beyond the parties’ control for the parties to complete all of the steps set forth in this Section 6.1(b) on the Scheduled Closing Date, and such failure is not the result of a default by either party to comply with its obligations under the terms of this Agreement, then neither party shall be in default under this Agreement, this Agreement shall remain in full force and effect, and the Closing shall occur on the subsequent Business Day, which shall be deemed the Scheduled Closing Date. (c) The items to be delivered by each Seller Party or each Buyer Party in accordance with the terms of Sections 6.2 or 6.3 shall be delivered to Escrow Agent at least one (1) Business Day prior to the Closing Date.

Closing Mechanics. (a) The parties shall conduct an escrow Closing through the Escrow Agent as escrowee so that it will not be necessary for any party to attend Closing. The escrow Closing shall be conducted in accordance with an escrow arrangement, and pursuant to an escrow agreement, reasonably acceptable to Eldorado, Buyer and the Escrow Agent (the “Escrow Arrangement”). The Closing shall occur on the Scheduled Closing Date in accordance with the provisions of Section 6.1(b) hereof, subject to the right of either party to adjourn Closing one or more times (but not beyond the Outside Date) if necessary to satisfy the closing conditions set forth in Section 6.4 and Section 6.5 hereof. (b) On the Scheduled Closing Date, provided (1) all conditions precedent to Eldorado’s obligations hereunder have been satisfied (or waived) in accordance with Section 6.5, and (2) all conditions precedent to Buyer’s obligations hereunder have been satisfied (or waived) in accordance with Section 6.4, then as initial actions on the Closing Date, Eldorado shall cause (x) Seller to cause New Property Owner to be formed and then convey the Property to New Property Owner pursuant to the Deed, and (y) New Property Owner and Seller to enter into the Lease Assignment and Acceptance Agreement ((x) and (y), collectively, the “Initial Step”). After the consummation of the Initial Step, (i) Eldorado shall cause Seller to convey assign and transfer all of the Property Membership Interests to Buyer pursuant to the DeedBuyer, (ii) Buyer shall, shall cause New Property Owner and Eldorado shall cause Seller to, enter into the Lease Assignment and Acceptance Agreement, (iii) Buyer shall, and Eldorado shall cause OpCo (as one of the entities comprising Non-CPLV Lease Tenant) to enter into the Non-CPLV Lease Amendment, (iv) Buyer shall, and Eldorado shall cause OpCo (as one of the entities comprising Non-CPLV Lease Tenant) to, enter into the Lease Assignment and Assumption Agreement, (viii) Buyer shall pay the Purchase Price (plus or minus any closing costs in accordance with Section 5.2) to (a) the Exchange Agent (as defined in the Merger Agreement), in the event the Closing occurs substantially concurrently with the Merger Closing or (b) Seller, in the event the Closing does not occur substantially concurrently with the Merger Closing but does occur subsequently thereto, in each case, in accordance with the Escrow Arrangement, (iv) Buyer shall, and Eldorado shall cause Seller (as one of the entities comprising Non-CPLV Lease Tenant) to, enter into the Non-CPLV Lease Amendment; and (viv) the applicable Buyer Parties will, and Eldorado shall cause the applicable Seller Parties to, execute and deliver the other documents and materials as required under this Agreement, including Sections 6.2 and 6.3. Notwithstanding anything to the contrary contained herein, it is expressly agreed to by Eldorado and Buyer that TIME IS OF THE ESSENCE with respect to Eldorado’s and Buyer’s respective obligations to consummate the Transaction on the Scheduled Closing Date. Notwithstanding the foregoing, in the event that it is not feasible for reasons beyond the parties’ control for the parties to complete all of the steps set forth in this Section 6.1(b) on the Scheduled Closing Date, and such failure is not the result of a default by either party to comply with its obligations under the terms of this Agreement, then neither party shall be in default under this Agreement, this Agreement shall remain in full force and effect, and the Closing shall occur on the subsequent Business Day, which shall be deemed the Scheduled Closing Date. (c) The items to be delivered by each Seller Party or each Buyer Party in accordance with the terms of Sections 6.2 or 6.3 shall be delivered to Escrow Agent at least one (1) Business Day prior to the Closing Date (other than the deliverable described in Section 6.2(c), which shall be delivered on the Closing Date).

Closing Mechanics. (a) The parties shall conduct an escrow Closing through One business day prior to the Escrow Agent Closing, Jefferies & Company, Inc., (“Jefferies”) as escrowee so that it will not be necessary for any party to attend Closing. The escrow Closing shall be conducted closing agent (in accordance with an escrow arrangementsuch capacity, and pursuant to an escrow agreement, reasonably acceptable to Eldorado, Buyer and the Escrow Agent (the “Escrow ArrangementClosing Agent”). The Closing shall occur on ) will contact the Scheduled Closing Date in accordance with contact person for the provisions of Section 6.1(b) hereof, subject Purchaser to the right of either party to adjourn Closing one or more times (but not beyond the Outside Date) if necessary to satisfy confirm the closing conditions mechanics set forth in Section 6.4 and Section 6.5 hereofherein. (b) On or before 9:00 a.m., New York City time, on the Scheduled Closing Date, provided (1) all conditions precedent to Eldorado’s obligations the Purchaser will pay the full amount of the purchase price for the Notes being purchased hereunder have been satisfied (or waived) in accordance with Section 6.5, and (2) all conditions precedent to Buyer’s obligations hereunder have been satisfied (or waived) in accordance with Section 6.4, (i) Eldorado shall cause Seller to convey the Property to Buyer pursuant to the Deed, (ii) Buyer shall, and Eldorado Closing Agent as required by Section 1.2. In the event that the Purchaser shall cause Seller to, enter into the Lease Assignment and Acceptance Agreement, (iii) Buyer shall, and Eldorado shall cause OpCo (as one fail to deliver all or any portion of the entities comprising Non-CPLV Lease Tenant) to enter into purchase price for the Non-CPLV Lease AmendmentNotes being purchased on or before 9:00 a.m., New York City time, on the Closing Date as required by Section 1.2, the Closing Agent shall be permitted (iv) Buyer shall, and Eldorado but shall cause OpCo (as one of the entities comprising Non-CPLV Lease Tenant) to, enter into the Lease Assignment and Assumption Agreement, (v) Buyer shall pay the Purchase Price (plus or minus any closing costs in accordance with Section 5.2) to (a) the Exchange Agent (as defined in the Merger Agreementnot be obligated), in its sole discretion, to fund the event purchase price for the Notes being purchased on behalf of the Purchaser; provided, however, that the funding of the purchase of any Notes by the Closing occurs substantially concurrently with Agent pursuant to this Section 1.3(b) shall not relieve the Merger Closing Purchaser of any liability that it may have to the Company or (b) Seller, in the event the Closing does not occur substantially concurrently with Agent pursuant to this Agreement or for the Merger Closing but does occur subsequently thereto, in each case, in accordance with the Escrow Arrangement, and (vi) the applicable Buyer Parties will, and Eldorado shall cause the applicable Seller Parties to, execute and deliver the other documents and materials as required breach of its obligations under this Agreement, including Sections 6.2 and 6.3. Notwithstanding anything to In any such case in which the contrary contained herein, it is expressly agreed to by Eldorado and Buyer that TIME IS OF THE ESSENCE with respect to Eldorado’s and Buyer’s respective obligations to consummate the Transaction on the Scheduled Closing Date. Notwithstanding the foregoingAgent, in its sole discretion, has elected to fund the event that it is not feasible for reasons beyond the parties’ control purchase price for the parties to complete all Notes being purchased on behalf of the steps Purchaser, if the Purchaser has not fulfilled its Annex B-1. obligation to purchase the Notes as set forth in this Section 6.1(b) on herein within two business days of the Scheduled Closing Date, and such failure is not the result of a default by either party to comply with its obligations under the terms of this Agreement, then neither party shall be in default under this Agreement, this Agreement shall remain in full force and effect, and the Closing Agent shall occur on thereafter be entitled to retain the subsequent Business Daycertificates representing the Notes and, which if so requested by the Closing Agent, the Company shall be deemed transfer registration of such Notes to or as directed by the Scheduled Closing DateAgent. (c) In the event that the Closing Agent shall have funded the purchase of the Notes on behalf of the Purchaser under the circumstances set forth in clause (b) above, such Purchaser shall be obligated to repay the Closing Agent in exchange for the release of the Notes to the Purchaser at a purchase price for the Notes equal to 100% of the purchase price for the Notes being purchased by such Purchaser, plus accrued interest from the Closing Date; provided, however, that if the Closing Agent has funded such purchase on behalf of the Purchaser, and the Purchaser subsequently makes payment to the Closing Agent before 9:00 a.m., New York City time, on the Closing Date, the Purchase Price shall equal the purchase price for such Notes plus an amount equal to the Closing Agent’s cost of intraday funds for such purchase. (d) The items receipt of funds by the Closing Agent from the Purchaser shall be deemed to be delivered irrevocable instructions from such Purchaser to the Closing Agent that the conditions to the Closing have been satisfied. (e) Funds received by each Seller Party the Closing Agent on behalf of the Company pursuant to this Section 1 (or each Buyer Party funded by the Closing Agent in its sole discretion pursuant to Section 1.3(c)) will be held in trust and not as property or in the title of the Closing Agent. On the Closing Date, or as soon as reasonably practicable thereafter, the Closing Agent shall disburse such funds (net of the agreed amount of fees and expenses of the placement agents) by wire transfer of immediately available funds in accordance with the terms of Sections 6.2 or 6.3 Company’s written wire instructions (which shall be delivered provided to Escrow the Closing Agent at least one (1) Business Day business day prior to the Closing Date), unless otherwise agreed to by the Company and the Closing Agent. (f) Upon receipt of the purchase price from the Purchasers, the Closing Agent will cause the delivery of such funds to the Company, pursuant to written instructions from the Company (which shall be provided to the Closing Agent at least one business day prior to the Closing Date). Immediately following the Company’s receipt of such funds, the Notes purchased by the Purchaser (as specified on the signature page hereof) will be issued by the Company and delivered by electronic book-entry through the facilities of DTC to the account specified by the Purchaser on the Purchaser Questionnaire and will be released by the Trustee, at the written instruction of the Company, to such Purchaser at the Closing and upon receipt of the Purchaser’s DWAC deposit request.

Closing Mechanics. (a) The parties shall conduct an escrow Closing through If the Escrow Agent as escrowee so that it will not be necessary for any party to attend Closing. The escrow Closing shall be conducted in accordance with an escrow arrangement, and pursuant to an escrow agreement, reasonably acceptable to Eldorado, Buyer Attractions Purchaser and the Escrow Agent Ski Purchaser unanimously agree that the closing conditions set forth in Article 9 of the Purchase Agreement are satisfied, then the Parties shall notify CNL in writing, signed by either Party, that such closing conditions have been satisfied. (b) If either the “Escrow Arrangement”). The Closing shall occur on Attractions Purchaser or the Scheduled Closing Date in accordance with the provisions of Section 6.1(b) hereof, subject to the right of either party to adjourn Closing Ski Purchaser believes that one or more times of the closing conditions in Section 9.1 and Section 9.2 of the Purchase Agreement have not been satisfied, such Party must promptly notify the other Party in advance of the anticipated Closing Date. The Attractions Purchaser and the Ski Purchaser shall endeavor to discuss in good faith which closing condition has not been satisfied and whether such condition can be waived. If either the Attractions Purchaser or the Ski Purchaser continues to believe in good faith that a closing condition in Section 9.1 or Section 9.2 of the Purchase Agreement has not been satisfied and (but to the extent permitted by applicable Law) either the Attractions Purchaser or the Ski Purchaser is unable or unwilling to waive such closing condition, then the Parties shall promptly notify CNL of such failure of the applicable closing condition to be satisfied. (c) Notwithstanding Section 8.1(b) above, the Ski Purchaser shall not beyond have the Outside Dateunilateral right to cause the Parties to notify CNL that a closing condition has not been satisfied solely on the basis of (A) if necessary to satisfy a failure, or purported failure, of one or more of the closing conditions set forth in Section 6.4 and Section 6.5 hereof. 9.2(a) (closing deliverables), (b) On the Scheduled Closing Date(performance of covenants), provided Section 9.2(d) (1bring-down of representations), Section 9.2(f) all conditions precedent to Eldorado’s obligations hereunder have been satisfied (Target Company Material Adverse Effect), Section 9.2(h) (permits and ground lease approvals) or waivedSection 9.2(i) in accordance with Section 6.5, and (2pay-off of debt) all conditions precedent to Buyer’s obligations hereunder have been satisfied (or waived) in accordance with Section 6.4, (i) Eldorado shall cause Seller to convey the Property to Buyer pursuant to the Deed, (ii) Buyer shall, and Eldorado shall cause Seller to, enter into the Lease Assignment and Acceptance Agreement, (iii) Buyer shall, and Eldorado shall cause OpCo (as one of the entities comprising Non-CPLV Lease Tenant) to enter into the Non-CPLV Lease Amendment, (iv) Buyer shall, and Eldorado shall cause OpCo (as one of the entities comprising Non-CPLV Lease Tenant) to, enter into the Lease Assignment and Assumption Purchase Agreement, (v) Buyer shall pay the Purchase Price (plus or minus any closing costs in accordance with Section 5.2) to (a) the Exchange Agent (as defined in the Merger Agreement), in the event the Closing occurs substantially concurrently with the Merger Closing or (b) Seller, in the event the Closing does not occur substantially concurrently with the Merger Closing but does occur subsequently thereto, in each case, in accordance with the Escrow Arrangement, and (vi) the applicable Buyer Parties will, and Eldorado shall cause the applicable Seller Parties to, execute and deliver the other documents and materials as required under this Agreement, including Sections 6.2 and 6.3. Notwithstanding anything to the contrary contained herein, it is expressly agreed to by Eldorado and Buyer that TIME IS OF THE ESSENCE with respect to Eldorado’s and Buyer’s respective obligations to consummate the Transaction case on the Scheduled Closing Date. Notwithstanding the foregoingbasis of facts that have solely an Attractions Assets Effect, in the event that it is not feasible for reasons beyond the parties’ control for the parties to complete all or (B) a failure, or purported failure, of the steps closing condition set forth in this Section 6.1(b9.2(g) on of the Scheduled Closing Date, and such failure is not the result of a default by either party to comply with its obligations under the terms of this Purchase Agreement, then neither party shall be in default under this Agreement, this Agreement shall remain in full force and effect, and the Closing shall occur on the subsequent Business Day, which shall be deemed the Scheduled Closing Date. (c) The items to be delivered by each Seller Party or each Buyer Party in accordance with the terms of Sections 6.2 or 6.3 shall be delivered to Escrow Agent at least one (1) Business Day prior to the Closing Date.

Closing Mechanics. (a) The parties shall conduct an escrow Closing through the Escrow Agent as escrowee so that it will not be necessary for any party In order to attend Closing. The escrow Closing shall be conducted in accordance with an escrow arrangement, and pursuant to an escrow agreement, reasonably acceptable to Eldorado, Buyer and the Escrow Agent (the “Escrow Arrangement”). The Closing shall occur on the Scheduled Closing Date in accordance with the provisions of Section 6.1(b) hereof, subject to the right of either party to adjourn Closing one or more times (but not beyond the Outside Date) if necessary to satisfy facilitate the closing conditions set forth in Section 6.4 and Section 6.5 hereof. (b) On the Scheduled Closing Date, provided (1) all conditions precedent to Eldorado’s obligations hereunder have been satisfied (or waived) in accordance with Section 6.5, and (2) all conditions precedent to Buyer’s obligations hereunder have been satisfied (or waived) in accordance with Section 6.4, (i) Eldorado shall cause Seller to convey the Property to Buyer pursuant to the Deed, (ii) Buyer shall, and Eldorado shall cause Seller to, enter into the Lease Assignment and Acceptance Agreement, (iii) Buyer shall, and Eldorado shall cause OpCo (as one of the entities comprising Non-CPLV Lease Tenant) to enter into the Non-CPLV Lease Amendment, (iv) Buyer shall, and Eldorado shall cause OpCo (as one purchase of the entities comprising Non-CPLV Lease Tenant) toShares under paragraph 1, enter into the Lease Assignment and Assumption Agreement, (v) Buyer shall pay the Purchase Price (plus or minus any closing costs in accordance with Section 5.2) to (a) the Exchange Agent Sellers (i) agree to deposit with the Sellers’ counsel pending closing of the Company Merger and the sale of the Shares hereunder, not less than five business days prior to the scheduled closing date as defined in advised by the Merger AgreementCompany, the stock certificates evidencing all Shares then outstanding and (ii) agree that certificates, if any, evidencing any additional Dividend Shares that may be issued during the term of this Agreement shall also be directly deposited with the Sellers’ counsel pending such closing (it being understood that prior to the date hereof, no such certificates have been issued), and (b) each THL Seller (i) agrees that ▇▇▇▇▇▇ ▇. ▇▇▇ Equity Fund IV, L.P. shall act, and is hereby appointed, as the agent, proxy and attorney-in-fact for such THL Seller (the “THL Agent”) for purposes of any actions to be taken (including any documents delivered) by or on behalf of such THL Seller in connection with the transactions contemplated by this Agreement or any amendment to, waiver of or extension of this Agreement and (ii) agrees that all amounts payable to the THL Sellers hereunder shall be aggregated and satisfied by a single payment of such aggregate amount to be made to an account to be designated by the THL Agent to the Company before the closing of the Company Merger and the sale of the Shares hereunder. The parties agree that in the event any certificates evidencing the Closing occurs substantially concurrently Shares of a Seller shall have been lost, stolen or destroyed, such Seller’s obligations under clause (a) of the foregoing sentence shall be satisfied upon the making by such Seller of an affidavit of that fact; provided, however, that the Company may, in its discretion, require such Seller to deliver an agreement of indemnification in a form reasonably satisfactory to the Company against any claim that may be made against the Company in respect of the certificates alleged to have been lost, stolen or destroyed. The parties agree that, if this Agreement is terminated without a purchase of the Shares having occurred, any certificates for the Shares previously deposited with the Merger Closing or Sellers’ counsel shall be returned promptly (band in any event within two business days) Seller, in the event the Closing does not occur substantially concurrently with the Merger Closing but does occur subsequently thereto, in each case, in accordance with the Escrow Arrangement, and (vi) the applicable Buyer Parties will, and Eldorado shall cause the applicable Seller Parties to, execute and deliver the other documents and materials as required under this Agreement, including Sections 6.2 and 6.3. Notwithstanding anything to the contrary contained hereinBain Seller and THL Agent, it is expressly agreed to by Eldorado and Buyer that TIME IS OF THE ESSENCE with respect to Eldorado’s and Buyer’s respective obligations to consummate the Transaction on the Scheduled Closing Date. Notwithstanding the foregoing, in the event that it is not feasible for reasons beyond the parties’ control for the parties to complete all of the steps set forth in this Section 6.1(b) on the Scheduled Closing Date, and such failure is not the result of a default by either party to comply with its obligations under the terms of this Agreement, then neither party shall be in default under this Agreement, this Agreement shall remain in full force and effect, and the Closing shall occur on the subsequent Business Day, which shall be deemed the Scheduled Closing Daterespectively. (c) The items to be delivered by each Seller Party or each Buyer Party in accordance with the terms of Sections 6.2 or 6.3 shall be delivered to Escrow Agent at least one (1) Business Day prior to the Closing Date.

Closing Mechanics. (a) The parties shall conduct an escrow Closing through the Escrow Agent as escrowee so that it will not be necessary for any party to attend Closing. The escrow Closing shall be conducted in accordance with an escrow arrangement, and pursuant to an escrow agreement, reasonably acceptable to EldoradoSeller, Buyer and the Escrow Agent (the “Escrow Arrangement”). The Closing shall occur on during the Scheduled Closing Date Period in accordance with the provisions of Section subsection 6.1(b) hereof, subject to the right of either party to adjourn Closing one or more times (but not beyond the Outside Date) if necessary to satisfy the closing conditions set forth in Section 6.4 and Section 6.5 hereof. (b) On the Scheduled first (1st) day of the Closing Period, Seller shall cause New Property Owner to be formed and then convey the Property to New Property Owner pursuant to the Deed. On the Closing Date, provided (1) all conditions precedent to EldoradoSeller’s obligations hereunder have been satisfied (or waived) in accordance with Section 6.5, Seller shall assign and (2) transfer all of the Membership Interests to Buyer and provided all conditions precedent to Buyer’s obligations hereunder have been satisfied (or waived) in accordance with Section 6.4, (i) Eldorado shall cause Seller Buyer agrees to convey the Property to Buyer pursuant to the Deed, (ii) Buyer shall, and Eldorado shall cause Seller to, enter into the Lease Assignment and Acceptance Agreement, (iii) Buyer shall, and Eldorado shall cause OpCo (as one of the entities comprising Non-CPLV Lease Tenant) to enter into the Non-CPLV Lease Amendment, (iv) Buyer shall, and Eldorado shall cause OpCo (as one of the entities comprising Non-CPLV Lease Tenant) to, enter into the Lease Assignment and Assumption Agreement, (v) Buyer shall pay the Purchase Price (plus or minus any closing costs in accordance with Section 5.2) to (a) the Exchange Agent (as defined in the Merger Agreement), in the event the Closing occurs substantially concurrently with the Merger Closing or (b) Seller, in the event the Closing does not occur substantially concurrently with the Merger Closing but does occur subsequently thereto, in each case, in accordance with the Escrow Arrangement. The Closing shall be adjourned as and when the Closing under the Other Land PSA is adjourned, and (vi) provided that in no event shall the applicable Buyer Parties willClosing Date be adjourned beyond December 28, and Eldorado shall cause the applicable Seller Parties to, execute and deliver the other documents and materials as required under this Agreement, including Sections 6.2 and 6.32017. Notwithstanding anything to the contrary contained herein, it is expressly agreed to by Eldorado Seller and Buyer that TIME IS OF THE ESSENCE with respect to EldoradoSeller’s and Buyer’s respective obligations to consummate the Transaction on the Scheduled Closing Date. Notwithstanding the foregoing, in the event that it is not feasible for reasons beyond the parties’ control for the parties to complete all of the steps set forth in this Section 6.1(b) on the Scheduled Closing Date, and such failure is not the result of a default by either party to comply with its obligations under the terms of this Agreement, then neither party shall be in default under this Agreement, this Agreement shall remain in full force and effect, and the Closing shall occur on the subsequent Business Day, which shall be deemed the Scheduled Closing Date. (c) The items to be delivered by each Seller Party or each Buyer Party in accordance with the terms of Sections 6.2 or 6.3 (other than those pursuant to subsection 6.2(a)) shall be delivered to Escrow Agent at least one (1) Business Day prior to on the Closing Date.

Closing Mechanics. (ai) The parties shall conduct an escrow From and after the Triggered Sale Date until the Partnership Interest Sale Closing through Date or the Escrow Agent date on which the sale of the Project, as escrowee so that it will not be necessary for any party to attend Closing. The escrow Closing shall be conducted in accordance with an escrow arrangementpart of a Triggered Sale, and pursuant to an escrow agreement, reasonably acceptable to Eldorado, Buyer and the Escrow Agent whichever is applicable (the “Escrow ArrangementTriggered Sale Closing Date”). The Closing , no Partner shall occur on take any action to cause or permit the Scheduled Closing Date in accordance with sale of the provisions assets of Section 6.1(b) hereof, subject the Partnership (except pursuant to a written contract executed by prior to the right of either party to adjourn Closing one or more times (but not beyond the Outside Date) if necessary to satisfy the closing conditions set forth in Section 6.4 and Section 6.5 hereof. (b) On the Scheduled Closing Date, provided (1) all conditions precedent to Eldorado’s obligations hereunder have been satisfied (or waived) in accordance with Section 6.5, and (2) all conditions precedent to Buyer’s obligations hereunder have been satisfied (or waived) in accordance with Section 6.4, (i) Eldorado shall cause Seller to convey the Property to Buyer pursuant to the Deed, (ii) Buyer shall, and Eldorado shall cause Seller to, enter into the Lease Assignment and Acceptance Agreement, (iii) Buyer shall, and Eldorado shall cause OpCo (as one of the entities comprising Non-CPLV Lease Tenant) to enter into the Non-CPLV Lease Amendment, (iv) Buyer shall, and Eldorado shall cause OpCo (as one of the entities comprising Non-CPLV Lease Tenant) to, enter into the Lease Assignment and Assumption Agreement, (v) Buyer shall pay the Purchase Price (plus or minus any closing costs in accordance with Section 5.2) to (a) the Exchange Agent (as defined in the Merger Agreement), in the event the Closing occurs substantially concurrently with the Merger Closing or (b) Seller, in the event the Closing does not occur substantially concurrently with the Merger Closing but does occur subsequently thereto, in each case, in accordance with the Escrow Arrangement, and (vi) the applicable Buyer Parties will, and Eldorado shall cause the applicable Seller Parties to, execute and deliver the other documents and materials as required under this Agreement, including Sections 6.2 and 6.3. Notwithstanding anything to the contrary contained herein, it is expressly agreed to by Eldorado and Buyer that TIME IS OF THE ESSENCE with respect to Eldorado’s and Buyer’s respective obligations to consummate the Transaction on the Scheduled Closing Date. Notwithstanding the foregoing, in the event that it is not feasible for reasons beyond the parties’ control for the parties to complete all of the steps set forth in this Section 6.1(b) on the Scheduled Closing Date, and such failure is not the result of a default by either party to comply with its obligations under the terms of this Agreement, then neither party shall be in default under this Agreement, this Agreement shall remain in full force and effect, and the Closing shall occur on the subsequent Business Day, which shall be deemed the Scheduled Closing Date. (c) The items to be delivered by each Seller Party or each Buyer Party Triggered Sale Date in accordance with the terms of Sections 6.2 the Agreement), enter into any binding agreement, make any new finance commitments on behalf of the Partnership, or 6.3 take any other action that could materially affect the interests of the Partnership (including the value of any of the Partnership’s assets) or its Partners, unless such action has been approved in writing by the Executive Committee as a Supermajority Major Decision. The General Partner, however, may continue to conduct the day-to-day operations of the Partnership (subject to the limitations set forth in this Agreement) in a careful and prudent manner so long as the General Partner provides weekly updates to each of the other Partners of the status of Partnership affairs, including the value of the Partnership’s assets, the amount of any Partnership liabilities and any changes in such liabilities, and the existence of any new contingent liabilities. Furthermore, no Partner shall sell any assets of the Partnership or acquire additional assets of the Partnership other than those assets necessary and incidental to the general administration of the Partnership. (ii) The Selling Partner(s) shall assign all of their Partnership Interest to the Purchasing Partner(s) (or its or their designees) by written assignment with commercially reasonable representations and warranties in a form reasonably acceptable to the Purchasing Partners. Except as otherwise provided herein, such assignment shall be delivered prepared in a recordable form mutually acceptable to Escrow Agent at least one the parties. Subject to paragraph (1v), below, the selling Partners shall convey their entire Partnership Interest, free and clear of all liens, claims and encumbrances, and the selling Partners shall execute and deliver to the purchasing Partners all documents which may be required to give effect to the sale and purchase of such Partnership Interest. (iii) Business Day The documents and instruments of conveyance shall also include the indemnification of each Selling Partner by each Purchasing Partner from and against any and all liabilities relating to the Partnership Interest of each Selling Partner accruing before or after the Partnership Interest Sale Closing Date (including contingent liabilities that the Purchasing Partners had knowledge of and/or that the 76 Purchasing Partners could have had knowledge of after reasonable inquiry and/or contingent liabilities that the Selling Partners had disclosed to the Purchasing Partners prior to the Triggered Sale Date), but excluding liabilities resulting from Material Breach and/or the breach of fiduciary duty of a Selling Partner, if any, and/or liabilities that cannot properly be taken into account because of a Partner’s failure to provide information required to be provided by such Partner under this Agreement or because of a breach of a Partner’s duty under this Agreement or because of any Uncured Bad Conduct by a selling Partner. If any Selling Partner (or any Affiliate of a Selling Partner) has any liability, contingent or otherwise, on any Partnership indebtedness, then except for that portion of such liabilities resulting from the Material Breach and/or a breach of fiduciary duty, if any, and/or Uncured Bad Conduct, of the Selling Partner and/or its Affiliate, the Purchasing Partners shall take such actions as may be required to obtain a release of the Selling Partner and its Affiliates from any such liability on or prior to the Partnership Interest Sale Closing Date. (iv) The Purchase Price to be paid to the Selling Partners shall be payable entirely in cash at closing. (v) Notwithstanding anything to the contrary set forth in this Section 11.12, the rights and obligations of the Partners under Section 7.10 shall survive the closing of any purchase of Partnership Interest pursuant to Section 11.9, 11.10, or 11.11. (vi) As of the Triggered Sale Closing Date there shall be an accounting as of the closing of the Partnership’s books and there shall be an adjustment of the Purchase Price based upon prorations as of the closing date of accrued income and expenses and all other customary prorations as would be made between a buyer and seller of real estate as if the Project were being sold, appropriately adjusted to reflect the sale of interests in the Partnership rather than a sale of the entire asset, provided that Selling Partner shall pay any transfer taxes and recording taxes owed with respect to its Partnership Interests that are Transferred pursuant to a Triggered Sale. Within ninety (90) days after the closing, the General Partner shall cause to be completed an audit of such accounting and proration and shall deliver the audit report to the Partners. If such audit report shall adjust such proration, the party in whose favor such adjustment is made shall promptly be paid by the other party the amount of such adjustment. Notwithstanding anything in this Section 11.12 to the contrary, after taking into account all adjustments, prorations and any other items to be included in the calculation of the Purchase Price for the Selling Partner’s Partnership Interests, the net amount to be paid to the Selling Partner shall not be less than zero dollars ($0.00), and in no event shall a Selling Partner be required to make any payment to the Purchasing Partner in a transaction governed by this Section 11.12. (vii) At the closing, the Selling Partner shall deliver to the Purchasing Partner a “nonforeign affidavit” as referred to in the Foreign Investment in Real 77 Property Tax Act, in form and substance reasonably satisfactory to the Selling Partner. Each Partner agrees to execute such documents and other instruments and to take such other actions as shall be reasonably necessary to effectuate the closing. (viii) Each Partner shall be entitled to any regular distributions of Available Cash from the Partnership that it would otherwise be entitled to in accordance with Section 6.1 until the closing. The Purchasing Partner shall receive all distributions of Available Cash made after the closing for periods after the closing.

Closing Mechanics. (ai) The parties At least two (2) business days prior to the Closing, each Buyer shall conduct an escrow Closing through the Escrow Agent as escrowee so that it will not be necessary for any party deliver to attend Closing. The escrow Closing shall be conducted in accordance with an escrow arrangementJPMorgan Chase Bank, and pursuant to an escrow agreement, reasonably acceptable to Eldorado, Buyer and the Escrow Agent N.A (the “Escrow ArrangementAgent”). The Closing shall occur on the Scheduled Closing Date , by wire transfer in accordance with the provisions of Section 6.1(b) hereofimmediately available U.S. funds, subject an amount in cash equal to the right of either party to adjourn Closing one or more times (but not beyond the Outside Date) if necessary to satisfy the closing conditions set forth in Section 6.4 and Section 6.5 hereof. (b) On the Scheduled Closing Date, provided (1) all conditions precedent to Eldorado’s obligations hereunder have been satisfied (or waived) in accordance with Section 6.5, and (2) all conditions precedent to such Buyer’s obligations hereunder have been satisfied (or waived) in accordance with Section 6.4Purchase Price, (i) Eldorado shall cause Seller to convey the Property to Buyer be held and released pursuant to the Deed, terms of an escrow agreement in the form attached as Exhibit B (ii) Buyer shall, and Eldorado shall cause Seller to, enter into the Lease Assignment and Acceptance “Escrow Agreement, (iii) Buyer shall, and Eldorado shall cause OpCo (as one of the entities comprising Non-CPLV Lease Tenant”) to enter be entered into on the Non-CPLV Lease Amendmentdate hereof among the Sellers, (iv) Buyer shall, the Escrow Agent and Eldorado shall cause OpCo (as one of the entities comprising Non-CPLV Lease Tenant) to, enter into the Lease Assignment and Assumption Agreement, (v) Buyer shall pay the Purchase Price (plus or minus any closing costs in accordance with Section 5.2) to (a) the Exchange Closing Agent (as defined in below); and (ii) At the Merger Agreement), in the event the Closing occurs substantially concurrently with the Merger Closing or (b) Seller, in the event the Closing does not occur substantially concurrently with the Merger Closing but does occur subsequently thereto, in each caseClosing, in accordance with the Escrow ArrangementAgreement, the Escrow Agent shall deliver to the Sellers the aggregate Purchase Price of all Buyers by wire transfer of immediately available U.S. funds to a bank account designated in writing by the Sellers to the Escrow Agent, which funds will be allocated and delivered to the Sellers in consideration of the Series A Preferred Stock being purchased by the Buyers as determined by the Sellers and designated to the Escrow Agent in writing; and (viiii) The Sellers shall deliver evidence satisfactory to the applicable Buyer Parties willClosing Agent that the Certificate of Designation of Preferences, Rights and Eldorado Limitations of the Series A Preferred Stock, in the form attached hereto as Exhibit C (the “Certificate of Designation”), has been filed with the Secretary of State of Delaware and has become effective on or prior to the Closing; and (iv) The shares of Series A Preferred Stock will not be delivered in certificated form, but will be held in book-entry form through the direct registration system at American Stock Transfer & Trust Company, LLC (the “Transfer Agent”). As soon as practicable following the Closing Date, the Sellers shall cause the applicable Seller Parties to, execute and Transfer Agent to deliver the other documents and materials as required under this Agreement, including Sections 6.2 and 6.3. Notwithstanding anything to the contrary contained herein, it is expressly agreed to by Eldorado and Buyer that TIME IS OF THE ESSENCE with respect to Eldorado’s and Buyer’s respective obligations to consummate the Transaction on the Scheduled Closing Date. Notwithstanding the foregoing, in the event that it is not feasible for reasons beyond the parties’ control for the parties to complete all Buyers evidence of the steps set forth Series A Preferred Stock held at the Transfer Agent’s facilities in this Section 6.1(b) on the Scheduled Closing Date, and such failure is not the result of a default by either party to comply with its obligations under the terms of this Agreement, then neither party shall be in default under this Agreement, this Agreement shall remain in full force and effect, and the Closing shall occur on the subsequent Business Day, which shall be deemed the Scheduled Closing Datecustomary form. (c) The items to be delivered by each Seller Party or each Buyer Party in accordance with the terms of Sections 6.2 or 6.3 shall be delivered to Escrow Agent at least one (1) Business Day prior to the Closing Date.

Closing Mechanics. (a) The parties shall conduct an escrow Closing through the Escrow Agent as escrowee so that it will not be necessary for any party to attend Closing. The escrow Closing shall be conducted in accordance with an escrow arrangement, and pursuant to an escrow agreement, reasonably acceptable to EldoradoSeller, Buyer and the Escrow Agent (the “Escrow Arrangement”). The Closing shall occur on during the Scheduled Closing Date Period in accordance with the provisions of Section subsection 6.1(b) hereof, subject to the right of either party to adjourn Closing one or more times (but not beyond the Outside Date) if necessary to satisfy the closing conditions set forth in Section 6.4 and Section 6.5 hereof. (b) On the Scheduled first (1st) day of the Closing Period, Seller shall cause New Property Owner to be formed and then convey the Property to New Property Owner pursuant to the Deed. On the Closing Date, provided (1) all conditions precedent to EldoradoSeller’s obligations hereunder have been satisfied (or waived) in accordance with Section 6.5, Seller shall assign and (2) transfer all of the Membership Interests to Buyer and provided all conditions precedent to Buyer’s obligations hereunder have been satisfied (or waived) in accordance with Section 6.4, (i) Eldorado shall cause Seller Buyer agrees to convey the Property to Buyer pursuant to the Deed, (ii) Buyer shall, and Eldorado shall cause Seller to, enter into the Lease Assignment and Acceptance Agreement, (iii) Buyer shall, and Eldorado shall cause OpCo (as one of the entities comprising Non-CPLV Lease Tenant) to enter into the Non-CPLV Lease Amendment, (iv) Buyer shall, and Eldorado shall cause OpCo (as one of the entities comprising Non-CPLV Lease Tenant) to, enter into the Lease Assignment and Assumption Agreement, (v) Buyer shall pay the Purchase Price (plus or minus any closing costs in accordance with Section 5.2) to (a) the Exchange Agent (as defined in the Merger Agreement), in the event the Closing occurs substantially concurrently with the Merger Closing or (b) Seller, in the event the Closing does not occur substantially concurrently with the Merger Closing but does occur subsequently thereto, in each case, in accordance with the Escrow Arrangement. The Closing shall be adjourned as and when the Closing under the Other Land PSA is adjourned, and (vi) provided that in no event shall the applicable Buyer Parties willClosing Date be adjourned beyond December 28, and Eldorado shall cause the applicable Seller Parties to, execute and deliver the other documents and materials as required under this Agreement, including Sections 6.2 and 6.32017. Notwithstanding anything to the contrary contained herein, it is expressly agreed to by Eldorado Seller and Buyer that TIME IS OF THE ESSENCE with respect to EldoradoSeller’s and Buyer’s respective obligations to consummate the Transaction on the Scheduled Closing Date. Notwithstanding the foregoing, in the event that it is not feasible for reasons beyond the parties’ control for the parties to complete all of the steps set forth in this Section 6.1(b) on the Scheduled Closing Date, and such failure is not the result of a default by either party to comply with its obligations under the terms of this Agreement, then neither party shall be in default under this Agreement, this Agreement shall remain in full force and effect, and the Closing shall occur on the subsequent Business Day, which shall be deemed the Scheduled Closing Date. (c) The items to be delivered by each Seller Party or each Buyer Party in accordance with the terms of Sections 6.2 or 6.3 (other than those pursuant to subsection 6.2(a)) shall be delivered to Escrow Agent at least one (1) Business Day prior to on the Closing Date.