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(b) Prior to the Close of Escrow, the Developer shall open escrow with the Title Company and submit an updated Preliminary Title Report issued within 30 days of the Close of Escrow, establishing that the Affordable Site has clear title and shows no liens securing repayment of debt or any other security instruments or encumbrances (other than those associated with the financing of the Affordable Development) and evidencing that the Affordable Housing Restrictive Covenant shall be recorded in first lien position, subject only to the encumbrances approved by the City. The Qualified Designee or the City may, within fifteen (15) days of receiving the updated Preliminary Title Report and prior to Close of Escrow, deliver a Notice of Objection objecting to any exceptions or encumbrances appearing on the updated Preliminary Title Report that were not previously listed in the Preliminary Title Report. If the City or Qualified Designee issues such a Notice of Objection, the Developer may elect to: (1) cause the objectionable exception or encumbrance to be removed; (2) obtain a commitment from a title company acceptable to the Qualified Designee and the City, for an appropriate endorsement to the policy of title insurance to be issued, insuring against the objectionable exception or encumbrance; or (3) terminate this Agreement, unless the City or the Qualified Designee elects to approve title subject to such objectionable exception or encumbrance; or (4) propose substitution of the Affordable Site pursuant to Section 5.6(c) and/or replacement of the Qualified Designee pursuant to Section 6.4. (c) Not more than five (5) days after the Close of Escrow, the Qualified Designee must submit an updated Preliminary Title Report evidencing that the Affordable Housing Restrictive Covenant is recorded in first lien position and that all other Effectuating Agreements have been recorded against the Qualified Designee’s fee title to the Affordable Site. Section 3.5 Occupant Relocation and Relocation Costs. (a) Prior to the Close of Escrow, the Developer shall provide the City and Qualified Designee a list of the existing occupants of the Affordable Site (the “Existing Occupants”) pursuant to the Relocation Plan. The Developer shall represent that other than the Existing Occupants or as otherwise disclosed to the City and Qualified Designee, there will not be any residential or commercial tenants or occupants on the Affordable Site. If and to the extent that the transfer of the Affordable Site results in the permanent or temporary displacement of residential tenants, commercial tenants, homeowners, or businesses, then Developer and/or Qualified Designee shall comply with all applicable local, state, and federal statutes and regulations, (including without limitation California Government Code Section 7260et seq., and accompanying regulations) with respect to relocation planning, advisory assistance, and payment of monetary benefits. Once the land is transferred to Qualified Designee, Qualified Designee shall be solely responsible for the implementation of the Relocation Plan and costs thereof, including but not limited to, payment of any relocation benefits to any displaced persons and any other obligations associated with complying with such relocation laws. (b) If and only to the extent the Developer acquires fee title to the Affordable Site and implements the Relocation Plan, Developer shall defend, with counsel reasonably acceptable to the City and the Qualified Designee, against any claim for damages, compensation, fines, penalties, relocation payments or other amounts arising out of the failure or alleged failure of the Developer to satisfy relocation obligations. The provisions of this Section 3.5 shall survive expiration of the Term or other termination of this Agreement and shall remain in full force and effect. If and only to the extent the Qualified Designee takes title to the Affordable Site and ATTY/RESO.0034/CC RESO APPROVING PROJECT (901 EL CAMINO REAL) - EXHIBIT C REV: 04-22-25 VR Page 14 of 224