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7.A. - Page 149 ARTICLE 3 JOINT ESCROW INSTRUCTIONS 3.1 Opening of Escrow. The City and the Developer shall cause the Escrow to be opened within five (5) days following the Effective Date of this Agreement. The Escrow Agent shall promptly confirm the Escrow Opening Date in writing to each of the Parties. The Escrow Closing Date shall be on or before the later of (i) December 6, 2013, or (ii) the date which is fifteen (15) days after the satisfaction of each of the conditions to Developer's and City's obligation to close escrow set forth in Sections 3.3 and 3.4, respectively, unless the Escrow Closing Date is extended as provided in this Agreement; provided, however, that at the option of Developer, the Close of Escrow may occur earlier than the date established pursuant to the preceding sentence if each of the following conditions are true (i) Developer shall have (a) given City not less than fifteen (15) days prior written notice of such earlier date for Close of Escrow, and (b) determined and confirmed to City in writing accompanying such notice that the conditions precedent to its obligations set forth in Section 3.3 have either been satisfied or waived by Developer, and (ii) City shall have confirmed to Developer in writing on or before such earlier date that the conditions precedent to its obligations set forth in Section 3.4 have been satisfied or waived by City. This ARTICLE 3 shall constitute the joint escrow instructions of the City and the Developer to the Escrow Agent for conducting of the Escrow. 3.2 Escrow Agent Authority. The City and the Developer authorize the Escrow Agent to: 3.2.1 Char�e. Pay and charge the City and the Developer for their respective shares of the applicable fees, charges and costs payable by either the City or the Developer regarding the Escrow; 3.2.2 Settlement/Closin� Statements. Release each Party's Escrow settlement/closing statement to the other Party; and 3.2.3 Document Recordin�. Record any instruments delivered for recording through the Escrow in the official records of the Recorder of the County, pursuant to the j oint instructions of the Parties. 3.3 Developer's Conditions to Close of Escrow. Provided that the failure of any such condition to be satisfied is not due to a Default under this Agreement by the Developer, the Developer's obligation to purchase the City Property from the City on the Escrow Closing Date shall be subject to the satisfaction or waiver of each of the following conditions precedent, each of which can only be waived in writing by the Developer: 3.3.1 Title. The Developer agrees to accept the title to and conveyance of the City Property, pursuant to Section 2.3; 3.3.2 Due Dili�ence. The Developer delivers its Due Diligence Completion Notice to both the City and the Escrow Agent indicating the Developer's unconditional acceptance of the condition of the City Property, prior to the expiration of the Due Diligence Period; 82483.00009\7571312.11 21 ATTY/AGR/2013.118/BLOCK 2 HUNTER STORM REV: 07-19-13 PT