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ARTICLE 8. LEASE OF SITE Section 8.1 City's Obligation to Ground Lease. Provided the pre-disposition requirements set forth in Article 7 and the additional closing conditions set forth in Article 8 have been satisfied, City shall lease to Developer the Site pursuant to one or more ground leases (the "City Ground Lease(s)") generally consistent with the terms, covenants, and conditions of the Agreement and the Ground Lease Term Sheet attached as Exhibit D. Section 8.2 Steps for Closing. The Closing shall be completed as follows: (a) On or before the Closing, the Housing Authority shall obtain written approval from HUD for the demolition of the existing buildings on the Site (as applicable) and the disposition of leasehold interests in the Site, as provided herein. (b) On or before the Closing, the City shall execute, acknowledge, deposit and deliver to the Title Company, as necessary and appropriate, the City Ground Lease(s), a memorandum of each of the Ground Leases in form and substance acceptable to City and Developer, collectively, ("Memoranda of Ground Leases"), and the fully executed City Deed of Trust. (c) The City and the Developer shall instruct the Title Company to consummate the escrow and upon Closing, the Title Company shall record in the Official Records, Memoranda of Ground Leases and any other documents required to be recorded under the terms of this Agreement. (d) The Title Company shall issue title policies to the Developer and the City, as required below. Section 8.3 Escrow Instructions. (a) City and Developer agree to open an escrow (the "Escrow") with ORTC (the "Escrow Agent"),by the time established therefor in the Schedule of Performance. Upon the opening of the Escrow, a duplicate original of this Agreement shall be delivered to the Escrow Agent. The Escrow Agent is hereby empowered to act under this Agreement, and the Escrow Agent, upon indicating within five (5) days after the opening of the Escrow its acceptance of the provisions of this Section 8.3, in writing, delivered to the City and the Developer, shall carry out its duties as Escrow Agent hereunder. In the event of any conflict or inconsistency between the additional escrow instructions required by the Escrow Agent and the provisions of this Agreement, the provisions of this Agreement shall supersede and control. Any amendment of the escrow instructions set forth or described herein shall be in writing and signed by both City and Developer. At the time of any authorized amendment to the escrow instructions, the Escrow Agent shall agree, by signing below an appropriate statement on such an amendment, to carry out its duties as Escrow Agent under such an amendment. All communications from the Escrow Agent to City or Developer shall be in writing and directed to the addresses and in the manner established in Section 2.4 of this Agreement for notices, demands, and communications between City and Developer. 17 191\52\1242198 13