Common use of Deposits into Escrow Clause in Contracts

Deposits into Escrow. 5.1.1 At least one (1) business day prior to the Closing Date, Seller shall deposit into Escrow: (a) A grant deed conveying the Property to Buyer (the "Deed"), subject to the Permitted Exceptions (the form of the Deed shall be the Title Company's form or such other form as is approved by Buyer). (b) An affidavit or qualifying statement which satisfies the requirements of Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the "Non-Foreign Affidavit"). (c) A "Withholding Exemption Certificate, Form 590", pursuant to the California Revenue and Taxation Code Sections 18805 and 26131, stating either the amount of withholding required from Seller's proceeds or that Seller is exempt from such withholding requirements (the "Certificate"). (d) Two originals of a ▇▇▇▇ of sale and assignment (the "▇▇▇▇ of Sale"), duly executed by Seller, assigning and conveying to Buyer all of Seller's right, title and interest in and to the Personal Property, the Records and Plans and the Warranties. The ▇▇▇▇ of Sale shall be in the form of Exhibit "C" attached hereto. (e) Two original counterparts of an assignment and assumption agreement (the "Assignment and Assumption Agreement") duly executed by Seller assigning all of Seller's right, title and interest in and to the Leases, the Lease Guarantees and the Contracts. The Assignment and Assumption Agreement shall be in the form of Exhibit "D" attached hereto. (f) A notice to the tenants, and to any contractors party to a Contract, of the sale, and Seller's Reaffirmation Certificate. 5.1.2 At least one (1) business day prior to the Closing Date, Buyer shall deposit into Escrow: (a) Funds in accordance with the provisions of Section 1.3.2; (b) Buyer's Reaffirmation Certificate; and (c) Two original counterparts of the Assignment and Assumption Agreement duly executed by Buyer. 5.1.3 Seller and Buyer shall each deposit such other instruments and funds as are reasonably required by Escrow Holder or otherwise required to close Escrow and consummate the sale of the Property in accordance with the terms of this Agreement, including but not limited to documents required under Section 5.4.1.

Deposits into Escrow. 5.1.1 At least one (1) business day prior 4.1.1 Prior to the Closing Decision Date, Seller shall deposit into Escrow:Escrow (and such delivery shall be a condition to Closing and Buyer's obligations hereunder): (a) A Duly executed grant deed deeds conveying the Property to Buyer (the "DeedDEED")) substantially in the forms of and upon the terms contained in EXHIBIT "F-1 AND F-2", subject to the Permitted Exceptions (the form of the Deed shall be the Title Company's form or such other form as is approved by Buyer)attached hereto and incorporated herein. (b) An affidavit or qualifying statement which satisfies the requirements of Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the "NonNON-Foreign AffidavitFOREIGN AFFIDAVIT"). (c) A "Withholding Exemption Certificate, Form 590", pursuant to the California Revenue and Taxation Code Sections 18805 and 26131, stating either the amount of withholding required from Seller's proceeds or that Seller is exempt from such withholding requirements 590 (the "CertificateWITHHOLDING CERTIFICATE"). (d) Two originals A counterpart original of the ARCO Assumption executed by Seller. (e) A counterpart original of a ▇▇▇▇ of sale and assignment Sale (the "▇▇▇▇ of SaleOF SALE"), duly executed by Seller, assigning and conveying to Buyer all of Seller's right, title and interest in and to the Personal Property, the Records and Plans and the Warranties. The ▇▇▇▇ of Sale shall be substantially in the form of Exhibit and upon the terms contained in EXHIBIT "C" G", attached hereto. (e) Two original counterparts of an assignment hereto and assumption agreement (the "Assignment and Assumption Agreement") duly executed by Seller assigning all of Seller's right, title and interest in and to the Leases, the Lease Guarantees and the Contracts. The Assignment and Assumption Agreement shall be in the form of Exhibit "D" attached heretoincorporated herein. (f) A notice to the tenantsThe ARCO Amendment, and to any contractors party to a Contract, of the sale, executed by ARCO and Seller's Reaffirmation Certificate. 5.1.2 4.1.2 At least one (1) business day prior to the Closing Date, Buyer shall deposit into Escrow:Escrow (and such delivery shall be a condition to Closing and Seller's obligations hereunder): (a) Funds in accordance with the provisions of Section 1.3.2;. (b) A counterpart original of the ARCO Assumption executed by Buyer's Reaffirmation Certificate; and. (c) Two A counterpart original counterparts of the Assignment and Assumption Agreement ▇▇▇▇ of Sale duly executed by Buyer. 5.1.3 (d) A counterpart original of the ARCO Amendment. 4.1.3 Seller and Buyer shall each deposit such other instruments and funds as are reasonably required by Escrow Holder or otherwise required to close Escrow and consummate the sale of the Property in accordance with the terms of this Agreement, including but not limited to documents required under Section 5.4.1.

Deposits into Escrow. 5.1.1 At least one Upon the execution of this Agreement, the Company, certain of the Investors, Cisco, CSCC and Suntrust Bank, a Georgia banking corporation (1the “Escrow Agent”) business day prior to shall enter into an escrow agreement in the Closing Date, Seller shall deposit into Escrow:form attached hereto as Exhibit H (the “Escrow Agreement”). (a) A grant deed conveying Immediately upon execution of this Agreement, Borrowers shall deliver, and in the Property case of the Cash Payment and Fee Payment (as defined herein) cause the Investors to Buyer deliver, to Escrow Agent to hold pursuant to the Escrow Agreement the following (collectively, the “Borrowers’ Deposits”): (i) the Cash Payment; (ii) the original Amended and Restated Note, duly executed by Borrower and Additional Borrower; (iii) original counterpart signatures of the Third Amended and Restated Agreement, duly executed by each of the Borrowers; (iv) original counterpart signatures of the Omnibus Amendment, duly executed by each of the Borrowers; (v) original counterpart signatures of the General Release, duly executed by each of the Borrowers; (vi) original counterpart signatures of the New Service Provider Agreement, duly executed by each of the Borrowers; (vii) original counterpart signatures of the Registration Rights Agreement, duly executed by the Company; (viii) original counterpart signatures of the Stockholders Agreement, duly executed by the Company and the other parties thereto; (ix) original counterpart signatures of the Option Agreement, duly executed by the Company and the other parties thereto; (x) originals of a certificate of the Secretary or other appropriate officer of Borrower, dated as of the date hereof, certifying (A) copies of the certificate or articles of incorporation and bylaws of Borrower and the resolutions adopted by Borrower and other actions taken or adopted by Borrower (or any shareholders of Borrower) authorizing the execution, delivery and performance of the Third Amended and Restated Agreement and the other “Loan Documents”, under and as defined therein, and (B) the incumbency, authority and signatures of each officer of Borrower authorized to execute and deliver the Loan Documents and act with respect thereto; (xi) originals of a certificate of the Secretary or other appropriate officer of the Company, dated as of the date hereof, certifying (A) copies of the certificate or articles of incorporation and bylaws of the Company and the resolutions and other actions taken or adopted by the Company authorizing the execution, delivery and performance of any Loan Documents to which the Company is or shall become a party, and (B) the incumbency, authority and signatures of each officer of the Company authorized to execute and deliver any such Loan Documents and to act with respect thereto; (xii) originals of a certificate of the Secretary or other appropriate officer of Additional Borrower, dated as of the date hereof, certifying (A) copies of the respective certificate or articles of incorporation and bylaws of Additional Borrower and the resolutions and other actions taken or adopted by Additional Borrower authorizing the execution, delivery and performance of any Loan Documents to which Additional Borrower is or shall become a party, and (B) the incumbency, authority and signatures of each officer of Additional Borrower authorized to execute and deliver any such Loan Documents and to act with respect thereto; and (xiii) an amount of cash sufficient to pay the reasonable attorney’s fee’s incurred by CSCC in connection with the transactions contemplated hereby (the "Deed"), subject to the Permitted Exceptions (the form of the Deed shall be the Title Company's form or such other form as is approved by Buyer“Fee Payment”). (b) An affidavit or qualifying statement which satisfies Immediately upon execution of this Agreement, Borrowers shall cause each other party that is a required signatory to the requirements of Section 1445 Omnibus Amendment, other than Cisco and CSCC, (the “Other Loan Parties”) to deliver to Escrow Agent to hold pursuant to the Escrow Agreement the following (the “Other Loan Party Deposits”): (i) original counterpart signatures of the Internal Revenue Code General Release, duly executed by each of 1986the Other Loan Parties; (ii) original counterpart signatures of the Omnibus Amendment, as amendedduly executed by each of the Other Loan Parties; and (iii) original counterpart signatures of the Option Agreement, and duly executed by each of the regulations thereunder (the "Non-Foreign Affidavit")Other Loan Parties. (c) A "Withholding Exemption CertificateImmediately upon execution of this Agreement, Form 590"Cisco and CSCC shall deliver to Escrow Agent to hold pursuant to the Escrow Agreement the following (“CSCC Deposits”): (i) the Warrants; (ii) the Original Notes; (iii) original counterpart signatures of the General Release duly executed by each of CSCC and Cisco; (iv) original counterpart signature of the Amended and Restated Note, pursuant to which the California Revenue CSCC accepts the Amended and Taxation Code Sections 18805 and 26131, stating either the amount of withholding required from Seller's proceeds or that Seller is exempt from such withholding requirements (the "Certificate").Restated Note; (dv) Two originals original counterpart signatures of a ▇▇▇▇ of sale the Third Amended and assignment (the "▇▇▇▇ of Sale")Restated Agreement, duly executed by Seller, assigning CSCC as “Agent” and conveying to Buyer all of Seller's right, title and interest in and to the Personal Property, the Records and Plans and the Warranties. The ▇▇▇▇ of Sale shall be in the form of Exhibit "C" attached hereto.“Lender”; (evi) Two original counterparts counterpart signatures of an assignment and assumption agreement (the "Assignment and Assumption Agreement") Omnibus Amendment, duly executed by Seller assigning all each of Seller's right, title Cisco and interest in and to the Leases, the Lease Guarantees and the Contracts. The Assignment and Assumption Agreement shall be in the form of Exhibit "D" attached hereto. (f) A notice to the tenants, and to any contractors party to a Contract, of the sale, and Seller's Reaffirmation Certificate. 5.1.2 At least one (1) business day prior to the Closing Date, Buyer shall deposit into Escrow: (a) Funds in accordance with the provisions of Section 1.3.2CSCC; (bvii) Buyer's Reaffirmation Certificateoriginal counterpart signatures of the New Service Provider Agreement duly executed by Cisco; (viii) original counterpart signatures of the Stockholders Agreement duly executed by CSCC; (ix) original counterpart signatures of the Registration Rights Agreement duly executed by CSCC; and (cx) Two original counterparts counterpart signatures of the Assignment and Assumption Option Agreement duly executed by BuyerCSCC. For the avoidance of doubt, the Cash Payment and Fee Payment shall be taken from the Escrowed Cash (as defined in the Escrow Agreement). 5.1.3 Seller and Buyer shall each deposit such other instruments and funds as are reasonably required by Escrow Holder or otherwise required to close Escrow and consummate the sale of the Property in accordance with the terms of this Agreement, including but not limited to documents required under Section 5.4.1.

Deposits into Escrow. 5.1.1 At least one (1) business day prior to the Closing Date, Seller shall deposit into Escrow: (a) A grant deed conveying the Property Project to Buyer (the "“Deed"”), subject to the Permitted Exceptions (the form of the Deed shall be the Title Company's form or such other form as is approved by Buyer).Exceptions; (b) An affidavit or qualifying statement which satisfies the requirements of Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the "“Non-Foreign Affidavit"”). (c) A ", and a “Withholding Exemption Certificate, Form 590"593”, pursuant to the California Revenue and Taxation Code Sections 18805 and 26131, stating either the amount of withholding required from Seller's ’s proceeds or that Seller is exempt from such withholding requirements requirement (the "“Certificate"”). (dc) Two originals of a An original ▇▇▇▇ of sale and assignment (the "“▇▇▇▇ of Sale"”), duly executed by Seller, assigning and conveying to Buyer all of Seller's ’s right, title and interest in and to the Personal Property, the Records and Plans and the Warranties. The ▇▇▇▇ of Sale shall be in the form of Exhibit "C" “B” attached hereto.; (ed) Two An original counterparts of an assignment and assumption agreement (the "“Assignment and Assumption Agreement"”) duly executed by Seller assigning all of Seller's ’s right, title and interest in and to the Leases, the Lease Guarantees Leases and the Contracts. The Assignment and Assumption Agreement shall be in the form of Exhibit "D" “C” attached hereto.; and (fe) A notice letter to each Tenant (the tenants, and to any contractors party to a Contract, “Tenant Letters”) advising the Tenant of the salesale of the Property, the transfer of the Tenant’s security deposit to Buyer and Seller's Reaffirmation Certificateof the name and address of Buyer (or its property manager). 5.1.2 At least one (1) business day prior to On or before 10:00 a.m. Pacific time or the Closing Date, Buyer shall deposit into Escrow: (a) Funds in accordance with the provisions of Section 1.3.2; (b) Buyer's ’s Reaffirmation Certificate; and; (c) Two An original counterparts counterpart of the Assignment and Assumption Agreement duly executed by Buyer; and (d) the Tenant Letters. 5.1.3 Seller and Buyer shall each deposit such other instruments and funds as are reasonably required by Escrow Holder or otherwise required to close Escrow and consummate the sale of the Property in accordance with the terms of this Agreement, including but not limited to documents required under Section 5.4.1.

Deposits into Escrow. 5.1.1 At least one (1) business day prior to the Closing Date, Seller shall deposit into Escrow: (a) A grant deed conveying the Property to Buyer (the "Deed")) on the Title Company's form, subject to the following (collectively, the "Permitted Exceptions Exceptions"): (i) the form Permitted Exceptions, (ii) installments of general and special real property taxes and assessments not then delinquent, and (iii) any encumbrance arising from the Deed shall be the Title Company's form acts or such other form as is approved by omissions of Buyer). (b) An affidavit or qualifying statement which satisfies the requirements of Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the "Non-Foreign Affidavit"). (c) A "Withholding Exemption Certificate, Form 590", or in the event that the Seller is a non-California resident, a certificate issued by the California Franchise Tax Board, pursuant to the California Revenue and Taxation Code Sections 18805 and 26131, stating either the amount of withholding required from Seller's proceeds or that Seller is exempt from such withholding requirements requirement (the "Withholding Certificate").; (d) Two originals A counterpart original of a ▇▇▇▇ Bill of sale and assignment Sale (the "▇▇Bil▇ ▇▇ of Sale"), duly executed e▇▇▇▇ted by Seller, assigning and conveying to Buyer all of Seller's right, title and interest in and to the Personal Property, the Records and Plans and the Warranties. The ▇▇▇▇ Bill of Sale shall be ▇▇▇▇tantially in the form of of, and upon the terms contained in, Exhibit "CB" attached heretohereto and incorporated herein. (e) Two A counterpart original counterparts of an assignment Assignment and assumption agreement Assumption Agreement (the "Assignment and Assumption Agreement") duly executed by Seller assigning all of Seller's right, title and interest in and to the Leases, the Lease Guarantees and the Surviving Contracts. The Assignment and Assumption Agreement shall be substantially in the form of of, and upon the terms contained in, Exhibit "DC" attached heretohereto and incorporated herein. (f) A notice Written notices addressed to the tenants, and to any contractors party to a Contract, all tenants of the sale, Property informing them of the sale of the Property and Seller's Reaffirmation Certificatethe name and address of the new owner (the "Tenant Notices"). 5.1.2 At least one (1) business day prior to the Closing Date, Buyer shall deposit into Escrow: (a) Funds in accordance with the provisions of Section 1.3.2;. (b) A counterpart original of the Bill of Sale duly exec▇▇▇▇ by Buyer's Reaffirmation Certificate; and. (c) Two A counterpart original counterparts of the Assignment and Assumption Agreement duly executed by BuyerBuyer and assuming all of Seller's obligations under the Surviving Contracts. 5.1.3 Seller and Buyer shall each deposit such other instruments and funds as are reasonably required by Escrow Holder or otherwise required to close Escrow and consummate the sale of the Property in accordance with the terms of this Agreement, including but not limited to documents required under Section 5.4.1.

Deposits into Escrow. 5.1.1 At least one (1) business day prior to the Closing Date, Seller shall deposit into Escrow: (a) A grant deed in the form of Exhibit "C" attached hereto, conveying the Property to Buyer (the "Deed"), subject to the Permitted Exceptions (the form of the Deed shall be the Title Company's form or such other form as is approved by Buyer).Exceptions; (b) An affidavit or qualifying statement which satisfies the requirements of Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the "Non-Foreign Affidavit").; (c) A "Withholding Exemption Certificate, Form 590", pursuant to the California Revenue and Taxation Code Sections 18805 and 26131, 26131 stating either the amount of withholding required from Seller's proceeds or that Seller is exempt from such withholding requirements requirement (the "Certificate").; (d) Two originals An original bill of a sale and ass▇▇▇▇ of sale and assignment ▇ent (the "▇▇▇▇ Bill of Sale"), duly executed ▇▇▇cuted by Seller, assigning and conveying to Buyer all of Seller's right, title and interest in and to the Personal Property, the Records and Plans and the Warranties. The ▇▇▇▇ Bill of Sale shall be in b▇ ▇▇ the form of Exhibit "CD" attached hereto.; (e) Two An original counterparts of an assignment and assumption agreement (the "Assignment and Assumption Agreement") duly executed by Seller assigning all of Seller's right, title and interest in and to the Leases, the Lease Guarantees Leases and the Contracts. The Assignment and Assumption Agreement shall be in the form of Exhibit "DE" attached hereto.; (f) A notice An original counterpart of each of the Leases, Contracts and keys to the tenants, and to any contractors party to a Contract, Property that are in Seller's possession and/or under its control; (g) Notices for each of the sale, tenants and Seller's Reaffirmation Certificate. 5.1.2 At least one occupants of the Property of the transfer of the Property to Buyer in the form of Exhibit "F" attached hereto (1) business day prior to the Closing Date, Buyer shall deposit into Escrow: (a) Funds in accordance with the provisions of Section 1.3.2"Notices"); (bh) To the extent they are in Seller's possession, a complete set of all plans, specifications and as-built drawings, and all building permits, certificates of occupancy, third-party soil reports, and environmental reports and studies relating to the Project (to the extent not previously delivered to Buyer); (i) All warranties and operating manuals that are in Seller's Reaffirmation Certificatepossession or control with request to the Property or any portion thereof (to the extent not previously delivered to Buyer); and (c) Two original counterparts of the Assignment and Assumption Agreement duly executed by Buyer. 5.1.3 Seller and Buyer shall each deposit such other instruments and funds as are reasonably required by Escrow Holder or otherwise required to close Escrow and consummate the sale of the Property in accordance with the terms of this Agreement, including but not limited to documents required under Section 5.4.1.

Deposits into Escrow. 5.1.1 At least one (1) business day prior to the Closing Date, Seller shall deposit into Escrow: (a) A grant deed conveying the Property Project to Buyer (the "“Deed"”), subject to the Permitted Exceptions (the form of the Deed shall be the Title Company's form or such other form as is approved by Buyer).Exceptions; (b) An affidavit or qualifying statement which satisfies the requirements of Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the "“Non-Foreign Affidavit"”). (c) A ", and a “Withholding Exemption Certificate, Form 590"593”, pursuant to the California Revenue and Taxation Code Sections 18805 and 26131, stating either the amount of withholding required from Seller's ’s proceeds or that Seller is exempt from such withholding requirements requirement (the "“Certificate"”). (dc) Two originals of a An original ▇▇▇▇ of sale and assignment (the "“▇▇▇▇ of Sale"”), duly executed by Seller, assigning and conveying to Buyer all of Seller's ’s right, title and interest in and to the Personal Property, the Records and Plans and the Warranties. The ▇▇▇▇ of Sale shall be in the form of Exhibit "C" “B” attached hereto.; (ed) Two An original counterparts of an assignment and assumption agreement (the "“Assignment and Assumption Agreement"”) duly executed by Seller assigning all of Seller's ’s right, title and interest in and to the Leases, the Lease Guarantees Leases and the Contracts. The Assignment and Assumption Agreement shall be in the form of Exhibit "D" “C” attached hereto.hereto (at or before Closing, Seller shall terminate all Contracts as to which Buyer shall have directed Seller in writing to terminate); (e) A letter to each Tenant (the “Tenant Letters”) advising the Tenant of the sale of the Property, the transfer of the Tenant’s security deposit to Buyer and of the name and address of Buyer (or its property manager); and (f) A notice Seller’s Reaffirmation Certificate (subject to Section 4.1.7), and any certificates of occupancy and zoning letters with respect to the tenants, and Property in Seller’s possession not previously delivered to Buyer (Seller has no obligation to obtain any contractors party to a Contract, such certificates of the sale, and Seller's Reaffirmation Certificateoccupancy or zoning letters). 5.1.2 At least one (1) business day prior to On or before 10:00 a.m. Pacific time or the Closing Date, Buyer shall deposit into Escrow: (a) Funds in accordance with the provisions of Section 1.3.2; (b) Buyer's ’s Reaffirmation Certificate; and; (c) Two An original counterparts counterpart of the Assignment and Assumption Agreement duly executed by Buyer. 5.1.3 Seller and Buyer shall each deposit such other instruments and funds as are reasonably required by Escrow Holder or otherwise required to close Escrow and consummate the sale of the Property in accordance with the terms of this Agreement, including but not limited to documents required under Section 5.4.1.; and

Deposits into Escrow. 5.1.1 At least one (1) business day prior to the Closing Date, Seller shall deposit into Escrow: (a) A grant deed conveying the Property Project to Buyer (the "DeedDEED"), subject to the Permitted Exceptions (the form of the Deed shall be the Title Company's form or such other form as is approved by Buyer).Exceptions; (b) An affidavit or qualifying statement which satisfies the requirements of Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the "NonNON-Foreign AffidavitFOREIGN AFFIDAVIT"). (c) A , and a "Withholding Exemption Certificate, Form 590593", pursuant to the California Revenue and Taxation Code Sections 18805 and 26131, stating either the amount of withholding required from Seller's proceeds or that Seller is exempt from such withholding requirements requirement (the "CertificateCERTIFICATE"). (dc) Two originals of a An original ▇▇▇▇ of sale and assignment (the "▇▇▇▇ of SaleOF SALE"), duly executed by Seller, assigning and conveying to Buyer Bayer all of Seller's right, title and interest in and to the Personal Property, the Records and Plans and the Warranties. The ▇▇▇▇ of Sale shall be in the form of Exhibit EXHIBIT "CB" attached hereto.; (ed) Two An original counterparts of an assignment and assumption agreement (the "Assignment and Assumption AgreementASSIGNMENT AND ASSUMPTION AGREEMENT") duly executed by Seller assigning all of Seller's right, title and interest in and to the Leases, the Lease Guarantees Leases and the Contracts. The Assignment and Assumption Agreement shall be in the form of Exhibit EXHIBIT "DC" attached hereto.; and (fe) A notice letter to each Tenant (the tenants, and to any contractors party to a Contract, "TENANT LETTERS") advising the Tenant of the salesale of the Property, the transfer of the Tenant's security deposit to Buyer and Seller's Reaffirmation Certificateof the name and address of Buyer (or its property manager). 5.1.2 At least one (1) business day prior to On or before 10:00 a.m. Pacific time or the Closing Date, Buyer shall deposit into Escrow: (a) Funds in accordance with the provisions of Section 1.3.2; (b) Buyer's Reaffirmation Certificate; and; (c) Two An original counterparts counterpart of the Assignment and Assumption Agreement duly executed by Buyer. 5.1.3 Seller and Buyer shall each deposit such other instruments and funds as are reasonably required by Escrow Holder or otherwise required to close Escrow and consummate the sale of the Property in accordance with the terms of this Agreement, including but not limited to documents required under Section 5.4.1.; and