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ATTACHMENT 2 residual receipts (to be split among the assumed City loans and the Takeback Note) following payment of Project operating expenses, senior debt service, contributions to replacement reserves in an amount specified in the Takeback Loan Documents, and payment of deferred developer fee and partnership and asset management fees in amounts specified in the Takeback Loan Documents and Developer's partnership agreement. If other public agency lenders provide loans for the Project that are payable from residual receipts, the percentage share of residual receipts that will be made available for payment of the City loans, the Takeback Loan, and such other loans maybe increased. All outstanding amounts shall be due and payable on the Maturity Date. The Takeback Deed of Trust shall be subordinated to the deeds of trust securing the repayment of the Project's conventional construction and permanent loans but shall not be subordinated to any other deeds of trust. The form of the Takeback Loan Documents shall be subject to the mutual agreement of the Parties. Section 5. Closing. a. Expenses. All expenses, fees or costs incurred in connection with the Ground Lease of the Property, including but not limited to city and county documentary transfer tax, conveyance taxes, recording charges (if any), and costs of title insurance shall be borne by the Developer. Developer shall pay its own attorneys' and consultants' fees and costs incurred in connection with negotiation and execution of this Agreement, the Ground Lease, and the Takeback Loan Documents, and upon the Closing Date, shall reimburse City for its legal fees incurred in connection with such documents in an amount not to exceed $ b. Proration of Taxes. Real property taxes on the Property shall be prorated as of the Closing Date. c. Title Insurance. The closing of the Ground Lease and transfer of the Improvements shall be conditioned on: (1) payment of the upfront Capitalized Rent; (2) Developer securing all financing (or commitments for financing) necessary for the development of the Project; (3) termination of the Existing Ground Lease; (4) the issuance to Developer of an ALTA leasehold policy of title insurance, from Old Republic Title Company, or other title company chosen by Developer ("Title Company"), insuring the Developer's leasehold interest in the Property subject only to reasonable exceptions approved by Developer; (5) Title Company's issuance to the City of an ALTA lender's policy of title insurance insuring the priority of the Takeback Loan Deed of Trust and all other City deeds of trust secured by the Project, subject only to such exceptions and exclusions as maybe reasonably acceptable to the City, and containing such endorsements as the City may reasonably require, and (6) the satisfaction of such other conditions to closing as maybe specified in the Ground Lease or the Takeback Loan Documents. Section 6. Notices. All notices or other communications made pursuant to this Agreement shall be in writing and shall be deemed properly delivered, given or served to the parties at the following addresses when (i) mailed by certified mail, postage prepaid, return receipt requested; (ii) sent by express delivery service, charges prepaid with a delivery receipt; or (iii) personally delivered when a delivery receipt is obtained: City: OAK #4811-5363-1135 v2