Item 03 - Joint Public Hearing – Resolution and Purchase and Sale Agreement for Acquisition of Real Property for Park Space

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4 Buyer and that come into existence after issuance of the Repor t but prior to Closing. Seller shall, on or before the Closing, remove all deeds of trust, mortgages and delinquent taxes (but not the lien for any real property taxes or assessments not yet delinquent). (ii) Buyer’s Title Policy. On or before the Closing, the Title Company shall, upon payment (by Buyer) of the Title Company’s premium, have agreed to issue to Buyer, a CLTA owner’s policy of title insurance (“Buyer’s Title Policy”) in the amount of the Purchase Price showing fee title to the Real Property vested solely in Buyer and subject only to the (i) the standard, preprinted exceptions to Buyer’s Title Policy; (ii) liens to secure payment of real estate taxes or assessments not yet delinquent; (iii) matters affecting the Real Property created by or with the written consent of Buyer; and (iv) those matters specifically approved in writing by Buyer. Buyer shall have the right, at its sole cost and expense, to obtain coverage beyond that offered by a CLTA policy; provided, however, that Buyer’s ability to obta in such extended coverage shall not be a Buyer’s Contingency and Buyer’s obligations hereunder shall in no way be conditioned or contingent upon obtaining such extended coverage. Buyer shall have sole responsibility for obtaining, and bearing the cost of, any endorsements and for any survey or other matters required by the Title Company for such extended coverage. (iii) Physical and Legal Inspections and Studies. On or before the Contingency Date, Buyer shall have approved in writing, in Buyer’s sole and absolute discretion, the results of any physical and legal (but not feasibility or economic) inspections, investigations, tests and studies Buyer elects to make or obtain, including, but not limited to, investigations with regard to zoning, building codes and other governmental regulations; engineering tests; soils, seismic and geologic reports; environmental audits, inspections and studies; environmental investigation or other invasive or subsurface testing; and any other physical or legal inspections and/or investigations as Buyer may elect to make or obtain. (iv) Property and Formation Documents. On or before the Contingency Date, Buyer shall have approved in writing, in Buyer’s reasonable discretion, the terms, conditions and status of all of the Property Documents. (v) Delivery of Documents. Seller’s delivery of all documents described in Section 8, below. (vi) Representations and Warranties. All representations and warranties of Seller contained in this Agreement shall be materially true and correct as of the date made and as of the Closing. (vii) Title Company Confirmation. The Title Company shall have confirmed that it is prepared to issue the Buyer’s Title Policy consistent with the provisions of this Agreement. (viii) No Default. As of the Closing, Seller shall not be in defaul t in the performance of any material covenant or agreement to be performed by Seller under this Agreement. (ix) Oversight Board and Department of Finance (“DOF”) Approval. The Oversight Board and, if required as a condition of the issuance of title insurance or by either party hereto, approval by DOF, shall have been given as to the disposition of the Real Property by Seller to Buyer under this Agreement.