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(b) The Developer and/or the City, as applicable, shall deposit into Escrow funds to pay for such fees, charges and costs as the Escrow Agent has notified the City and Developer are necessary to close Escrow (which costs are anticipated to be paid for through the City Loan). (c) Escrow Agent Obligations. (1) The Escrow Agent shall notify the City and Developer when all outstanding documents, including the City Deed of Trust have been executed and submitted to Escrow by the applicable party. (2) Upon confirmation by the Escrow Agent that all of the City's Predisposition Requirements set forth in Section 7.1 have been satisfied, or waived by the City, the Escrow Agent shall record the City Deed of Trust. Escrow Officer shall ensure that the City Deed of Trust is recorded as a lien against the Site subordinate only to the liens for current real property taxes and assessments not yet due and payable, applicable City Ground Lease and liens for such other Development financing approved by the City. (3) Any amendment to these escrow instructions shall be in writing and signed by the City. At the time of any amendment, the Escrow Agent shall agree to carry out its duties as Escrow Agent under such amendment. (4) The liability of the Escrow Agent in the capacity of escrow holder with respect to the City is limited to performance of the obligations imposed under it under Section 8.3 of this Agreement. Section 8.4 Closing. (a) The Closing Date shall occur within thirty(30) days following the date on which all conditions precedent to conveyance set forth in Article 7 have been satisfied, but in no event later than the date set forth in the Schedule of Performance, and only in the event that all conditions precedent to conveyance set forth in Article 7 have been satisfied or waived by the City. In addition to the conditions precedent to execution of the City Ground Lease as set forth in Section 2 (including but not limited to the closing of the financing set forth in the approved Financing Plan), the following conditions shall be satisfied prior to or concurrently with, and as conditions of, execution of the City Ground Lease: (b) The Developer shall have furnished the City with evidence of the insurance coverage meeting the general insurance requirements set forth in Section 10.5. (c) The Developer shall have executed and delivered to the City, the City Ground Lease(s), the Memoranda of Ground Lease, the City Note, the City Deed of Trust and any other documents and instruments required to be executed and delivered, all in a form and substance satisfactory to the City. (d) The Memoranda of Ground Lease and the City Deed of Trust shall have been recorded against the Developer's interest in the Site as a lien subject only to the exceptions authorized by the City. 18 191A52V1242198.13