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3.6.3. Recordation. Record the Grant Deed and other instruments delivered through this escrow, if necessary and proper, to vest title in the Buyer in accordance with the terms and provisions of this Agreement. 3.7. Close of Escrow. 3.7.1. Closing Date. For the purpose of this Agreement, "Close of Escrow" or the "Closing Date ", if and where written in these instructions, shall be defined as the date that the Grant Deed (as defined below) and other necessary instruments of conveyance are recorded in the Official Records of San Mateo County. Recordation of instruments delivered through this escrow is authorized, if necessary or proper in the issuance of the policy of title insurance pursuant to Section 3.7 .3 hereof. Close of Escrow shall occur when all other conditions for the o n Close of Escrow have been met. The Escrow Agent shall buy, affix and cancel any transfer stamps required by law and pay any transfer tax required by law. Any insurance policies governing the Property are not to be transferred. 3.7.2. Grant Deed; Affordable Housing Covenant, Notice of Affordability Restrictions. Not later than three (3) business days prior to the Closing Date, Seller shall timely and properly execute, acknowledge and deliver into Escrow a Grant Deed (the "Grant Deed ") for the Property, in the form attached hereto as Exhibit "B" and incorporated herein. Seller and Buyer shall also properly execute, acknowledge and deliver into Escrow the Affordable Housing Covenant (the "Affordable Housing Covenant "), in the form attached hereto as Exhibit "C" and incorporated herein, and a Notice of Affordability Restrictions (the "Notice of Affordability "), in the form attached hereto as Exhibit "D" and incorporated herein. Seller and Buyer agree to deposit with Escrow Agent any additional instruments as may be necessary to complete this transaction. 3.7.3. Condition of Title. Seller shall convey marketable fee simple title to the Property to Buyer by Grant Deed, free and clear of all recorded and unrecorded liens, encumbrances, assessments, leases, and taxes, except the Permitted Exceptions (as defined below); provided, however, that the Property shall be conveyed free of any possession or right of possession by any person except that of the Buyer and subject to the easements of record. Seller shall not permit or create any new exceptions to title following the Effective Date of this Agreement, whether voluntarily or otherwise, without Buyer's prior approval. A. Preliminary Report: Buyer's Title Notice. Seller shall order from Escrow Agent and cause to be delivered to Buyer within five (5) calendar days after the Effective Date hereof a copy of a Preliminary Report covering the Property (the "Preliminary Report ") and legible copies of all documents referred to in the Preliminary Report (collectively, the "Title Documents "). Buyer shall have until thirty (30) calendar days after the Effective Date to give Seller written notice ( "Buyer's Title Notice ") of Buyer's approval or disapproval of every item or exception set forth in the Preliminary Report. Buyer's failure to give Buyer's Title Notice within such period shall be deemed to be Buyer's approval of title to the Property. B. Seller's Title Notice. If Buyer's Title Notice disapproves any exception, Seller shall have five (5) calendar days after Seller's receipt of Buyer's Title Notice, to give Buyer written notice ( "Seller's Title Notice ") of those disapproved title matters, if any, which, after commercially reasonable efforts to remove or have eliminated from title, Seller is 4 82483 00000\5 5 71002.3 ATTY /AGR/2010.120 103010