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accomplished in order to allow the Agency to convey the Agency and Acquisition Parcels to <br />Developer by the date set forth in the Schedule of Performance. <br /> <br /> §309 Conveyance of Title and Delivery of Possession <br /> <br /> Subject to a determination of the Parties regarding the manner in which title will be held, <br />conveyance to Developer of title to the Agency and Acquisition Parcels, or delivery of <br />possession thereof in accordance with Sections 309(A) through (E) hereof, shall be completed <br />contemporaneously through the Escrow as provided in Article 4. The Agency and Developer <br />agree to perform all acts necessary for the timely conveyance of title and delivery of possession <br />under this Agreement in accordance with the Schedule of Performance. <br /> <br /> Possession shall be delivered to Developer not later than the conveyance of title. If this <br />Agreement has not been terminated pursuant to Article 8, then Developer shall accept title and <br />possession in accordance with the Schedule of Performance. <br /> <br /> If, at or prior to the time set forth in the Schedule of Performance for conveyance of the <br />Acquisition Parcels, the Agency has not obtained title to one or more Acquisition Parcels but has <br />obtained a judicial order authorizing the Agency to take possession thereof ("Order for <br />Possession") and: <br /> <br /> A. The Agency delivers a copy of the Order for Possession to the Escrow Agent; <br /> <br /> B. The Agency delivers exclusive possession of the property involved to Developer <br />pursuant to a written lease or other document reasonably approved by the Agency and Developer <br />as a means of effectuating this Agreement, on or prior to the time set for conveyance thereof; <br /> <br /> C. All occupants have been relocated from the portions of the Acquisition Parcels <br />involved; <br /> <br /> D. The right of possession which Developer acquires from the Agency is such that <br />the Title Company will issue a policy or policies of title insurance which will enable Developer <br />to obtain financing for the development of the Project Site; and <br /> <br /> E. The Agency diligently proceeds with the eminent domain action until a final <br />judgment is rendered, and the Agency forthwith deposits the Grant Deed or Grant Deeds to such <br />property in the escrow provided in Article 4 hereof; <br /> <br />then the Agency shall not be in Default and, provided Developer has given the Agency its prior <br />written approval, which approval shall not be unreasonably withheld, of the Order of Possession, <br />Developer shall accept such right of possession and shall proceed with development of the <br />Project Site in accordance with the Schedule of Performance or as otherwise set forth in this <br />Agreement. The escrow provided in Article 4 with respect to the Acquisition Parcels, or portions <br />thereof, shall remain open until the Grant Deed or Grant Deeds to such property can be recorded <br />therein in accordance with this section. <br /> <br /> The parties agree that, where the reason the Title Company will not issue a policy <br />or policies of title insurance under Section 309(D) or the Agency cannot secure a final judgrnent <br />in an eminent domain action under Section 309(E) is (1) the insufficiency of the Letters of Credit <br />(or Cash Deposit), or (2) the failure of Developer and/or the Agency to supplement the same as <br />allowed in Section 307, or (3) the failure of Developer to provide the Agency Developer's <br />monetary commitment in an amount sufficient to enable the Agency to furnish the Title <br /> <br /> 12 <br />DOCSSF1:648942.4 <br />9975-5 C14 <br />120502 <br /> <br /> <br />