Agmt14 Greystar GPII LLC Property Disposition Agreement

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The Developer holds fee title to the Developer Property; and h. The City shall have deposited with the Escrow Agent all documents and funds required of the City hereunder to close Escrow for conveyance of the City Property to the Developer. 203.2 City's Conditions to Close of Escrow Notwithstanding any provision herein to the contrary, the obligation of the City to consummate the sale of the City Property under this Agreement shall be subject to the satisfaction at or before the Close of Escrow of all of the following conditions precedent, any or all of which may be waived by the City in its sole discretion: a. The Developer has been granted the Project Approvals by the City; b. The City has completed the Project CEQA Review (and, notwithstanding any provision herein to the contrary, this condition precedent may not be waived by the City); c. The Developer holds fee title to the Developer Property; and d. The Developer shall have deposited with the Escrow Agent all documents and funds required of the Developer hereunder to close Escrow for conveyance of the City Property to the Developer. 204. Close of Escrow. Conveyance of Title: Pa ments• Deliver of Possession Provided that the Developer is not in default under this Agreement and all conditions precedent to such conveyance set forth in Section 203 of this Agreement have been satisfied or waived by the parties, and subject to any mutually agreed upon extensions of time, conveyance to the Developer of title to the City Property shall be completed (the "Close of Escrow") on or prior to the date for the Close of Escrow (the "Closing Date") specified in the Schedule of Performance (Attachment No. 3), The City and the Developer agree to perform all acts necessary to conveyance of title in sufficient time for title to be conveyed in accordance with the foregoing.provisions. Upon the Closing Date, the Escrow Agent shall file the SamTrans Quitclaim (unless the Developer has waived the condition precedent set forth in Section 203.1.f. with respect to the SamTrans quitclaim) and City Deed for recordation (in that order) among the land records in the Office of the County Recorder of San Mateo County, shall deliver the Purchase Price and the Community Benefit Payment to the City, and shall deliver to the Developer the City Pre-Closing Certificate, a conformed copy of the recorded City Deed, and the Title Policy insuring title in conformity with Section 208 of this Agreement. The Escrow Agent also shall provide the City and the Developer with copies of Escrow Agent's final closing statements for the transaction. Either party may file written supplemental Escrow instructions with Escrow Agent,provided such supplemental Escrow instructions are consistent with this Agreement. ATTY/AGR/2014 197/RDW GREYSTAR POA REV:10.01.14 PT&VR 82453 00017'+91(127,15 13 9