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other matters affecting title to the New Resources Property and/or as may be reasonably <br /> required by the title company to delete the so-called "standard exceptions" from the title <br /> insurance policy. <br /> (3) An affidavit of the City regarding liens,judgments, tax liens, bankruptcies, <br /> parties in possession, survey and mechanics' or materialmen's liens and other matters <br /> affecting title to the City's Property and/or as may be reasonably required by the title <br /> company to delete the so-called "standard exceptions" from the title insurance policy. <br /> (4) Transferor's certifications from the City and the Developer stating that <br /> neither Developer nor the City, respectively, is a "foreign person", "foreign partnership", <br /> "foreign trust" or "foreign estate" as those terms are defined in Section 1445 of the <br /> Internal Revenue Code, and containing such additional information as may be required <br /> thereunder. <br /> (5) A settlement statement consistent with this Agreement. <br /> (6) Well disclosure certification, if required, or, if there is no well on the <br /> City's Property or the New Resources Property, the applicable deed given pursuant to <br /> paragraph 3.6(b)(1) above must include the following statement: "The Seller certifies that <br /> the Seller does not know of any wells on the described real property." <br /> (7) A "bring-down" certificate of the Developer, certifying that all of the <br /> warranties made by Developer in this Agreement remain true as of Closing. A "bring- <br /> down" certificate of the City, certifying that all of the warranties made by City in this <br /> Agreement remain true as of Closing. <br /> (8) Any other documents reasonably required by the title company to <br /> evidence that title to the New Resources Property and the City's Property is marketable <br /> and that the Developer and the City have complied with the terms of this Agreement. <br /> (9) Such other documents as shall be required to carry out the intent of this <br /> Agreement. <br /> (c) Closing Costs. In addition to any amounts payable pursuant to Section 3.13, at <br /> Closing, the Developer shall pay: all recording costs, including state deed tax, in connection <br /> with the conveyance of the New Resources Property and costs of recording any instruments used <br /> to clear title encumbrances and outstanding special assessments, if any, with respect to the New <br /> Resources Property; and title insurance commitment fees and premiums, if any, with respect to <br /> its title insurance policy on the City's Property. At Closing, the City shall pay: all recording <br /> costs, including state deed tax, in connection with the conveyance of the City's Property and <br /> costs of recording any instruments used to clear title encumbrances and outstanding special <br /> assessments, if any, with respect to the City's Property; and title insurance commitment fees and <br /> premiums, if any, with respect to its title insurance policy on the New Resources Property. The <br /> City and the Developer will each pay 1/2 of the closing fees charged by the title company to <br /> close the transaction contemplated by this Agreement. <br /> 10 <br /> 512017v5 JSB BL185-52 <br />