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7.A. - Page 145 instructions. Any provision in the Escrow Agent's standard or general escrow instructions that purports to exculpate the Escrow Agent from or require the Developer or the City to indemnify the Escrow Agent against the Escrow Agent's negligence or willful misconduct shall be deemed "unreasonable" and shall not be included in any standard or general escrow instructions requested by the Escrow Agent. In the event of any conflict between the provisions of this Agreement and any such standard or general escrow instructions requested by the Escrow Agent, the provisions of this Agreement shall be controlling. 2.2 Payment of Purchase Price. The Developer shall deposit the Purchase Price into Escrow, as follows. 2.2.1 Escrow Deposit. Within five (5) days following the opening of Escrow, the Developer shall deposit an amount equal to FNE HUNDRED THOUSAND DOLLARS ($500,000) ("Escrow Deposit") into the Escrow. The Escrow Deposit shall become non-refundable upon the termination of the Due Diligence Period. Upon the Close of Escrow, the Escrow Deposit shall be credited to the Developer toward the Purchase Price and paid to the City as part of the Purchase Price. Upon any cancellation of Escrow, the Escrow Deposit either shall be paid to the City or returned to Developer, as set forth in Section 3.10.2 and 7.3.2. 2.2.2 At Close of Escrow. At least one (1) business day preceding the Escrow Closing Date, the Developer shall deposit into the Escrow the amount of the Purchase Price, less the amount of the Escrow Deposit. 2.3 Title Approval. 2.3.1 Developer's Title Notice. Within five (5) days after the Effective Date of this Agreement, the City shall request the Preliminary Report from the Title Company, with instructions to the Title Company to deliver a copy of the Preliminary Report to the Developer concurrent with delivery of the Preliminary Report to the City. Within thirty (30) days following the Developer's receipt of the Preliminary Report, the Developer shall deliver the Developer's Title Notice to the City. The City agrees that it will not cause, permit or suffer any liens, encumbrances or other matters affecting title to the City Property after the date of the Preliminary Report unless approved in writing by the Developer, which approval may be granted or withheld in Developer's sole discretion. 2.3.2 Failure to Deliver Developer's Title Notice. If the Developer fails to deliver Developer's Title Notice to the City, within thirty (30) days following the Developer's receipt of the Preliminary Report, the Developer shall be deemed to disapprove the status of title to the City Property and refuse to accept title to the City Property. 2.3.3 Citv's Title Notice Response. Within fifteen (15) days following the earlier of the City's receipt of Developer's Title Notice or expiration of the time period provided in this Section 2.3 for delivery of Developer's Title Notice, the City shall serve City's Title Notice Response. If the Developer's Title Notice does not disapprove or conditionally approve any matter in the Preliminary Report or the Developer fails to deliver the Developer's Title Notice, the City shall not be required to serve City's Title Notice Response. If the City does not serve City's Title Notice Response, if necessary, within fifteen (15) days following its receipt of 82483.00009\7571312.11 17 ATTY/AGR/2013.118/BLOCK 2 HUNTER STORM REV: 07-19-13 PT