Agmt01 Western Innisfree Ventures LLC

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If, at or prior to the time set forth in the Schedule of Perfouuance for conveyance of the Acquisition Parcels, the Agency has not obtained title to one or more Acquisition Parcels but has obtained a judicial order authorizing the Agency to take possession thereof ("Order for Possession") and: A. The Agency delivers a copy of the Order for Possession to the Escrow Agent; B. The Agency delivers exclusive possession of the property involved to Developer pursuant to a written lease or other document reasonably approved by the Agency and Developer as a means of effectuating this Agreement, on or prior to the time set for conveyance thereof; C. All occupants have been relocated from the portions of the Acquisition Parcels involved; D. The right of possession which Developer acquires from the Agency is such that the Title Company will issue a policy or policies of title insurance which will enable Developer to obtain financing for the development of the Project Site; and E. The Agency diligently proceeds with the eminent domain action until a final judgment is rendered, and the Agency forthwith deposits the Grant Deed or Grant Deeds to such property in the escrow provided in Article 4 hereof; then the Agency shall not be in Default and, provided Developer has given the Agency its prior written approval, which approval shall not be unreasonably withheld, of the Order of Possession, Developer shall accept such right of possession and shall proceed with development of the Project Site in accordance with the Schedule of Performance or as otherwise set forth in this Agreement. The escrow provided in Article 4 with respect to the Acquisition Parcels, or portions thereof, shall remain open until the Grant Deed or Grant Deeds to such property can be recorded therein in accordance with this section. The parties agree that, where the reason the Title Company will not issue a policy or policies of title insurance under Section 309(D) or the Agency cannot secure a final judgment in an eminent domain action under Section 309(E) is (1) the insufficiency of the Letters of Credit (or Cash Deposit), or (2) the failure of Developer and/or the Agency to supplement the same as allowed in Section 307, or (3) the failure of Developer to provide the Agency Developer's monetary commitment in an amount sufficient to enable the Agency to furnish the Title Company appropriate indemnification, then the Agency will not be in Default for failing to secure a final judgment in an eminent domain action under this Agreement and any termination of this Agreement by reason thereof shall fall under Sections 807, 808 or 809, as the case may be. {}310 Form of Grant Deed or Grant Deeds The Agency shall convey title to the Agency, City-Transfer and Acquisition Parcels to Developer in the condition provided in Section 311 of this Agreement by Grant Deed or Grant Deeds in the form attached to this Agreement as Attachment 7 hereto (the "Grant Deed" or "Grant Deeds"). {}311 ~ Developer shall have caused First American Title Company (the "Title Company") to prepare a Preliminary Report with respect to the Agency Parcel, the City Transfer Parcel and each Acquisition Parcel in connection with the policy or policies of title insurance to be issued pursuant to Section 312. Developer has been provided with a copy of each Preliminary Report and shall have approved the condition of title stated therein with respect to the Agency Parcel, the City Transfer Parcel and each Acquisition Parcel. The Agency shall convey or cause to be conveyed to Developer fee title to the Agency, City-Transfer and Acquisition Parcels free and clear of all recorded liens, encumbrances, 14 DOCSSFl:495065.9 9975-5 NWN