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7.A. - Page 154 receipt of written confirmation from both the City and the Developer that each of their respective conditions to the Close of Escrow are either satisfied or waived, the Escrow Agent shall schedule the Escrow Closing Date by written Notice to both Parties and, thereafter, shall close the Escrow by doing all of the following: 3.7.1 Recordation and Distribution of Documents. Escrow Agent shall file the following documents with the office of the Recorder of the County for recording in the official records of the County, in the following order, at the Close of Escrow: (i) the City Deed covering the City Property, (ii) the Notice of Agreement to be recorded against the Site, (iii) Senior Loan Mortgage to be recorded against the Site, if applicable, (iv) the Parking Covenant and Agreement to be recorded against the Site, and (v) any other documents to be recorded through the Escrow upon the j oint instructions of the Parties. The Escrow Agent shall deliver conformed copies of all documents filed for recording in the official records of the County and originals or copies of all other documents delivered through the Escrow to the City, the Developer and any other Person designated in the j oint escrow instructions of the Parties to receive an original or conformed copy of each such document. Each copy of a document filed for recording shall show all recording information. The Parties intend and agree that this Section 3.7 shall establish the relative priorities of the documents to be recorded in the official records of the County through the Escrow, by providing for recordation of senior interests prior in time to junior interests, as provided in this Section 3.7; 3.7.2 PCO Report. File the PCO Report with the office of the Recorder of the County of San Mateo, California; 3.7.3 FIRPTA Affidavit File the FIRPTA Affidavit with the United States Internal Revenue Service; 3.7.4 Form 593 File the Form 593 with the State of California Franchise Tax Board; 3.7.5 Title Policv. Obtain and deliver the Title Policy to the Developer; 3.7.6 Funds. Deliver the Purchase Price, Public Benefit Contribution and all other funds held by the Escrow Agent for the account of the City to the City, less the City's share of the Escrow closing costs, less the funds reserved or "held back" pursuant to the Environmental Holdback Agreement, and less any other charges to the account of the City, and return all remaining funds held by the Escrow Agent for the account of the Developer to the Developer, less the Developer's share of the Escrow closing costs, and less any other charges to the account of the Developer. The Escrow Agent shall retain the Holdback Amount until such time as the parties mutually direct its disbursement in writing. 3.7.7 Report to IRS. Following the Close of Escrow and prior to the last date on which such report is required to be filed with the Internal Revenue Service, if such report is required pursuant to Section 6045(e) of the Internal Revenue Code, the Escrow Agent shall report the gross proceeds of the purchase and sale of the City Property to the Internal Revenue Service on Form 1099-B, Form W-9 or such other form(s) as may be specified by the Internal Revenue Service pursuant to Section 6045(e) or the associated Federal regulations. Upon the 82483.00009\7571312.11 26 ATTY/AGR/2013.118/BLOCK 2 HUNTER STORM REV: 07-19-13 PT