AgdaPkt 2014-10-06 Closed and Joint with SA

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7.3.B. - Page 21 Possession of the City Property shall be delivered to the Developer upon the Closing Date, conveyance of title, except that limited access by the Developer shall remain permitted before the Closing Date pursuant to the Right of Entry Agreement (Jefferson Parcels /Greystar) between Developer and City, dated August 5, 2014. 205. Condition of Title Within the times set forth in the Schedule of Performance (Attachment No. 3), the City shall submit a Preliminary Title Report for the City Property to the Developer for approval. Developer shall approve or disapprove the Preliminary Title Report within fifteen (15) days from the time of receipt. Failure by the Developer to either approve or disapprove the conditions of title within such time shall be deemed an approval. If the condition of title is not acceptable to Developer, the City shall have until the first to occur of (i) thirty (30) days from the receipt of written notice from the Developer of any such disapproval or (ii) the Closing Date to eliminate exceptions to title. If City is unable to eliminate exceptions to title, Developer may, either terminate this Agreement pursuant to Section 406.1, or accept the conditions of title. The City shall convey to the Developer via quitclaim all of its right, title and interest to the City Property free and clear of all recorded liens, encumbrances, assessments, leases and taxes except as are consistent with this Agreement and as approved by the Developer pursuant to this Section 205. 206. Deposit of City Deed and City Pre - Closing Certificate Subject to any mutually agreed upon extensions of time, the City shall deposit the City Deed for the City Property and the City Pre - Closing Certificate with the Escrow Agent at least two (2) business days before the Closing Date established for in the Schedule of Performance (Attachment No. 3). 207. Deposit of Balance of Purchase Price and Community Benefit Payment The Developer shall deposit the balance of the Purchase Price for the City Property, the Community Benefit Payment and other sums required hereunder with the Escrow Agent prior to the Closing Date, provided that the Escrow Agent shall have notified the Developer in writing that the City Deed, properly executed and acknowledged by the City, has been delivered to the Escrow Agent and that title is in condition to be conveyed in conformity with the provisions of Section 205 of this Agreement. 208. Title Insurance Concurrently with recordation of the City Deed, First American Title Insurance Company, or some other title insurance company satisfactory to the City and the Developer having equal or greater financial responsibility ( "Title Company "), shall provide and deliver to the Developer a C.L.T.A. standard form owner's policy of title insurance, or at the Developer's election, an A.L.T.A. form extended coverage owner's policy of title insurance, issued by the Title Company, including all endorsements thereto reasonably required by the Developer, insuring that title to the City Property is vested in the Developer in the condition required by Section 205 of this Agreement the "Title Policy "). The Title Company shall provide the City ATTY /AGR /2014.197/RDW GREYSTAR PDA REV: 10 -01 -14 PT & VR 82483.00017\9102745.13 10