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; (b) Instruct the Title Company to deliver to Participant the Base Participant 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; (b) Instruct the Title Company to deliver to Participant the Base Participant 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. (a) At least one business day prior to the date of Closing, Acquirer shall have delivered to Escrow Holder shall close Escrow for the Transfer Agent counterpart executed originals, and acknowledged as follows: Record required, of the following documents in this order: and the following sums of money required to be delivered by Acquirer hereunder: (i) the City Deed (unless waived by City); The cash amounts necessary to fulfill its requirements set forth in Paragraph 2; (ii) the CC&Rs; Such funds as may be necessary to comply with Acquirer's obligations hereunder regarding prorations, costs and expenses; (iii) A signed counterpart of the Resale Restriction Agreement; Assignment of Leasehold and Grant to the Improvements and notarized for recordation ("Assignment of Leasehold") in the form of Exhibit "E" attached hereto and forming a part hereof; (iv) A Preliminary Change of Ownership Report for delivery with the Senior Deed Assignment of Trust; Leasehold; (v) A signed counterpart of the Equity Share Deed Assignment of Trust; Leases and Security Deposits (the "Assignment of Leases") substantially in the form and substance of Exhibit "G" attached hereto and forming a part hereof and a signed counterpart of the Assignment of Service and Miscellaneous Rights and Agreements (the "Assignment of Service Contracts") substantially in the form and substance of Exhibit "H" attached hereto and forming a part hereof; (vi) A signed counterpart of the Capital Recovery Deed Contribution Agreement executed by Wilstein in the form of Trust; Exhibit "K" attached hereto and made a part hereof; (vii) A signed counterpart of the Amendment to Agreement of Limited Partnership executed by all of the required existing partners, in the form of Exhibit "L" hereto and forming a part hereof; (viii) A signed counterpart of the Merger Agreement executed by Apollo in the form of Exhibit "N" attached hereto and made a part hereof: and (ix) A signed counterpart and notarized for recordation of the TIC Agreement with Forest City in the form of Exhibit "M" hereto and forming a part hereof and/or other collateral agreements and documents relating to Acquirer's tenancy in common with Forest City as are deemed acceptable to Acquirer. (x) Signed copies of the New Loan documents, save and except for the ones being executed by Forest City, as may be necessary to consummate the New Loan; and (xi) Execute such other instrumentsdocuments, if anyinstruments and certificates as may be reasonably necessary to carry out the intent and purpose of this Agreement. (b) At least one business day prior to the date of Closing, Wilstein, Forest City and Apollo, to the extent applicable, shall have delivered to Escrow Agent counterpart executed originals, and acknowledged 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 required, of the acquisition of the Site and the renovation of the Improvements, with instructions for the Recorder of Riverside County, California to deliver: following documents: (i) to the City, the CC&Rs, the Resale Restriction Agreement, the Senior Deed The Assignment of Trust, the Capital Recovery Deed of Trust and the Equity Share Deed of Trust; Leasehold together with a separate Declaration Regarding Documentary Transfer Taxes; (ii) deliver a certified copy A Bil▇ ▇▇ Sale (the "Bil▇ ▇▇ Sale") in the form of Exhibit "F" attached hereto covering the Personal Property; (iii) An Assignment of Leases; (iv) An Assignment of Service Contracts; (v) An original counterpart of each of the foregoing Service Contracts, Leases and keys to the Participant Property if in Owner's possession or under its control; (vi) An affidavit or declaration certifying that Wilstein and Apollo is not a foreign person under IRC ? 1445 and the original City Deed equivalent form 590 RE with respect to the Participant State of California; (unless recording of the City Deed is waived by City on the basis that Participant holds title vii) Notices to the Site). The Escrow Holder shall also deliver to City each of the Senior Note, tenants of the Capital Recovery Note and Property of the Equity Share Notetransfer of the TIC Interests in the Property to Acquirer; (viii) To the extent they are in Owner's possession, a certified copy complete set of all plans, specifications and as-built drawings, and all building permits, certificates of occupancy, third-party soil reports, and environmental reports and studies relating to the Improvements; (ix) All warranties and operating manuals that Owner may have from vendors, contractors or servicing agents with respect to the physical condition of the City Deed Property or any portion thereof or the equipment located thereon; (x) A signed counterpart of the Contribution Agreement executed by Wilstein and each of the CC&Rs, constituent partners of Wilstein in the Resale Restriction Agreement, the Senior Deed form of Trust, the Equity Share Deed of Trust Exhibit "K" attached hereto and the Capital Recovery Deed of Trust (and, until the originals of such recorded instruments are available, made a conformed copy of each) and shall:part hereof; (axi) Instruct A signed counterpart of the Title Company Amendment to deliver Agreement of Limited Partnership executed by each of the constituent partners of Wilstein receiving OP Units, in the form of Exhibit "L" hereto and forming a part hereof; (xii) A signed counterpart of the Merger Agreement executed by Apollo in the form of Exhibit "N" attached hereto and made a part hereof; (xiii) A signed counterpart by Forest City and notarized for recordation of the TIC Agreement and/or any other collateral documents and instruments relating to City the tenancy in common as may be agreed to between Acquirer and Forest City’s Title Policies and a ; (xiv) A signed copy of the owner’s title insurance policy demonstrating that Investor Question naire in the Participant has acquired fee title to form of Exhibit "O" attached hereto from each of the SiteApollo Shareholders and the holders of the Wilstein OP Units; (bxv) Instruct Signed copies by Forest City and Wilstein of the Title Company appropriate New Loan documents as may be reasonably necessary to deliver consummate the New Loan; and (xvi) Execute such other documents, instruments and certificates as may be reasonably necessary to Participant carry out the Base Participant Policy;intent and purpose of this Agreement. (c) Deliver documents as set forth Upon delivery of the foregoing sums and documents, Escrow Agent shall cause Title Company to cause the Assignment of Leasehold and the Tenancy in this Section 2.2.6; Common Agreement to be recorded (dby a special recording if necessary) File any informational reports required by Internal Revenue Code Section 6045(e)in 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 SiteExisting 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 Participant Policy;Existing 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. (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 applicable Purchase Price or the City Deed Loan Payoff Amount (unless waived by City); depending upon each Seller's election for a purchase and sale or a Contribution) in the manner set forth in Paragraph 2; (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 Assignment of Leases, a signed counterpart of the Assignment of Service Contracts and a signed counterpart of the Amendment to Limited Partnership Agreement; , executed by all required partners if any Seller shall have elected to contribute the Property for OP Units in Purchaser. (b) At least one business day prior to the date of Closing, each Seller shall have delivered to Escrow Agent counter- part executed originals of the following documents with respect to such Seller's respective TIC Interest: (i) A Grant Deed 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 if such Seller shall have elected to contribute the Property to Purchaser. (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 Property if in Sellers' 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 SitePurchaser; (bviii) Instruct To the Title Company extent they are in Sellers' 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 Sellers may have from vendors, contractors or servicing agents with respect to Participant the Base Participant Policy;physical condition of the Property or any portion thereof or the equipment located thereon; and (x) If the transaction is to be a Contribution, cash in the sum of the Security Deposits, the net prorations owing to Purchaser and Sellers' share of the costs and expenses of the transaction (it being understood that such Seller may elect to cause all such amounts to be credited to Purchaser and debited against the Purchase Price). (c) Deliver documents as set forth Upon delivery of the foregoing sums and documents, Escrow Agent shall cause Title Company to cause the Grant Deeds to be recorded (by a special recording if necessary) in this Section 2.2.6;the Official Records of Los Angeles County, 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, Purchaser hereby agrees that the Sellers may cause the Property to both be direct deeded to Purchaser 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. (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 SiteProperty 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 Participant Policy;Improvements; 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. (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 three (3) 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 ("Assignment of Leases") substantially in the form and substance of Exhibit "J" attached hereto and forming a part hereof and a signed counterpart of the Assignment of Service and Miscellaneous Rights and Agreements (the "Assignment of Service Contracts") substantially in the form and substance of Exhibit "K" attached hereto and forming a part hereof. (b) At least one business day prior to the date of Closing, Seller shall have delivered to Escrow Agent counterpart executed originals of the following documents: (i) The Grant Deed in the form of Exhibit "H" attached hereto and forming a part hereof; (ii) A Bill of Sale (th▇ "▇ill of Sale") i▇ ▇▇e form of Exhibit "I" attached hereto covering the Personal Property; (iii) An Assignment of Leases; (iv) the Senior Deed An Assignment of Trust; Service Contracts; (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 and Leases if in Seller's possession or under its control; (vi) Notices 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 tenants and the Equity Share Note, a certified copy occu pants 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 Property to Purchaser substantially in the Participant has acquired fee title to the Site; (b) Instruct the Title Company to deliver to Participant the Base Participant Policyform and substance of Exhibit "M" attached hereto and forming a part hereof; (c) Deliver documents as set forth Upon delivery of the foregoing sums and docu ments, Escrow Agent shall cause Title Company to cause the Grant Deed to be recorded (by a special recording if neces sary) in this Section 2.2.6;the Official Records of Los Angeles County, California, and immediately to issue the Title Policy. (d) File any informational reports required by Internal Revenue Code Section 6045(e)Promptly following the Closing, a representa tive of the Seller will arrange to meet with a representative of Purchaser at the Property for the purpose of delivering operating control of the Property to Purchaser, as amended, follows: (i) Delivery of identified and any other applicable requirementscoded keys to the Property; (eii) Deliver To the FIRPTA Certificateextent they are in Seller's possession or under its control all building permits, if anycertificates of occupancy, elevator operating permits, third- party engineering, structural and maintenance reports covering the Property; (fiii) Disburse the moneysAll warranties and operating manuals that Seller may have from vendors, if any, due contractors or servicing agents with respect to the respective parties heretophysical condition of the Property or any portion thereof or the equipment located thereon; and (giv) Forward All tenant and service provider billing and payment histories and correspondence 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 extent in Seller's possession or filed documents deposited into Escrow, with such recording and filing date and information endorsed thereonunder its control.

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 City); manner set forth in Paragraph 2; (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 a signed counterpart of 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 B▇▇▇ of Sale (the "B▇▇▇ of Sale") in the form of Exhibit "F" attached hereto covering the Personal Property; (iii) An Assignment and Assumption of Leases and Security Agreements (the "Assignment of Leases") substantially in the form and substance of Exhibit "G" attached hereto and forming a part hereof; (iv) 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 "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 Property if in Seller's possession or under its control; (vi) 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 SitePurchaser; (bvii) Instruct To the Title Company 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 deliver the Improvements; and (viii) All warranties and operating manuals that Seller may have from vendors, contractors or servicing agents with respect to Participant the Base Participant Policy;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 Seller shall close Escrow execute and deliver or cause to be delivered to Purchaser on or before the Closing: (a) a Limited Warranty Deed, in the form attached hereto as Exhibit E, proper for recording, conveying the Transfer Land and Improvements to Purchaser, subject, however, to such title matters as follows: Record are set forth in Exhibit F (the following documents "Permitted Encumbrances"); (b) a Bill of Sale in this orderthe form attached hereto as Exh▇▇▇▇ G, dated as of the date of Closing transferring the Personal Property to Purchaser, which bill of sale shall contain no warranties, ▇xpress or implied, by Seller except that Seller owns the Personal Property transferred thereby, free and clear of all liens or encumbrances except as set forth in Exhibit F (the "Permitted Encumbrances"); (c) an Assignment and Assumption of Leases in the form attached hereto as Exhibit H, dated the date of Closing, assigning all of the Seller's right, title and interest as landlord in and to any Leases; (d) an Assignment and Assumption of Operating Agreements in the form attached hereto as Exhibit I, dated the date of Closing, assigning to Purchaser all of Seller's right, title and interest in, to and under the Operating Agreements; (e) an Assignment and Assumption of Other Agreements in the form attached hereto as Exhibit J, dated the date of Closing, assigning to Purchaser all of Seller's right, title and interest in, to and under the Other Agreements; (f) a "General Assignment" by Seller to Purchaser, in the form annexed hereto as Exhibit T, of all of Seller's right, title and interest in and to the following, if any: (i) all warranties and guarantees of manufacturers, suppliers and contractors, to the City Deed (unless waived by City); extent the same are assignable, (ii) all permits of Governmental Authorities, and licenses and approvals of private utilities and others, required for or necessary to the CC&Rs; operation and maintenance of the Mall, to the extent the same are assignable and relate to the Mall, (iii) all cash security deposits held by any utility with respect to the Resale Restriction Agreement; Mall (plus the interest accrued thereon, if any), (iv) the Senior Deed of Trust; Intangible Personal Property, (v) all site plans, surveys, plans or specifications and floor plans relating to the Equity Share Deed of Trust; Mall, (vi) the Capital Recovery Deed all traffic pattern and similar studies, all architectural and engineering plans (whether "as built" or design), including, without limitation, any such plans relating to any proposed expansion or renovation, and any feasibility or marketing studies prepared by third parties for Seller or any affiliate of Trust; Seller, (vii) such all catalogues, booklets, manuals, files, logs, records, correspondence, tenant lists, tenant prospect lists, tenant histories, tenant files, brochures and materials, advertisements and other instrumentssimilar intangible property directly relating to the Mall or any part thereof and, if anynecessary, as shall be approved separate assignments in proper form relating to items in clause (iv) and (viii) all agreements to operate for specific periods, radius restriction agreements and similar agreements made by the City Manager (upon consultation tenants and anchor stores operating at or in connection 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; (b) Instruct the Title Company to deliver to Participant the Base Participant 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 thereonPremises.