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City Draft <br /> 6128113 <br /> ARTICLE 3 <br /> JOINT ESCROW INSTRUCTIONS <br /> 3.1 Opening of Escrow. The City and the Developer sha11 cause the Escrow to be <br /> opened within five {5) days fallowing the Effective Date of this Agreement. The Escrow Agent <br /> sha11 promptiy confirm the Escrow Opening Date in writing to each of the Parties. The Escrow <br /> Closing Date shall be on or before the later of{i) December 6, 2013, or (ii) the date which is <br /> fifteen {15) days after the satisfaction of each of the conditians to Developer's and City's <br /> obligation to close escrow set forth in Sections 3.3 and 3.4, respectively, unless the Escrow <br /> Closing Date is extended as provided in this Agreernent. This ARTICLE 3 sha11 constitute the <br /> joint escrow instructions of the City and the Developer to the Escrow Agent for conducting of <br /> the Escrow. <br /> 3.2 Escrow Agent Authority. The City and the Developer authorize the Escrow <br /> Agent to: <br /> 3.2.1 Char�e. Pay and charge the City and the Developer for their <br /> respecdve shares of the applicable fees, charges and costs payable by either the City or the <br /> Developer regarding the Escrow; <br /> 3.2.2 Settleznent/Closing Statements. Release each Party's Escrow <br /> settlement/closing statement to the other Party; and <br /> 3.2.3 Document Recordin�. Record any instruments delivered for recordang <br /> through the Escrow in the officia� records of the Recorder of the County, pursuant to the joint <br /> instructions of the Parties. <br /> 3.3 Developer's Conditions to Close af Escrow. Provided that the failure of any <br /> such condition to be satisfied is not due to a Default under this Agreement by the Developer, the <br /> Developer's obligation to purchase the City Property from the City on the Escrow Closing Date <br /> sha1l be subject to the satisfaction or waiver of each of the following condi�ions precedent, each <br /> of which can only be waived in wxiting by the Developer: <br /> 3.3.1 Tit�e. The Developer agrees to accept the title to and conveyance of <br /> the City Property,pursuant to Section 2.3; <br /> 3.3.2 Due Dili�ence. The Developer delivers its Due Diligence Completion <br /> Notice to both the City and the Escrow Agent indicating the Developer's unconditional <br /> acceptance of the conditian of the City Property, prior to the expiration of the Due Diligence <br /> Period; <br /> 3.3.3 Title PoliCY. The Title Cornpany is, upon payment of the Title <br /> Company's standard premium for such an insurance policy, plus any supplements or <br /> endorsements requested by Developer pursuant to Section 39 of this Agreement, irrevocably and <br /> unconditionally comrnitted to issue the Title Policy to the Developer, at the Close of Escrow; <br /> 82483.00 00917 5 7 1 3i2.10 21 <br />