Agmt 2016 Sansome Pacific Properties, Inc. 3054

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Covenants, and/or Covenants, Conditions and Restrictions, or the like) necessary or desirable for the construction and operation of the Project shall be collectively referred to in this Agreement as "Approvals," or, individually, as an "Approval," and the contingency contained in this Section 5.2(b) shall be referred to in this Agreement as the "Entitlements Contingency." Buyer agrees to provide Seller with copies of all written applications and/or submittals delivered by Buyer to any governmental agency in connection with the Approvals. Seller acknowledges that the Approvals will be processed while the Property is in escrow, and thus the Approvals will require written authorization from Seller as the owner of the Property. Accordingly, Seller agrees to cooperate with Buyer to obtain the Approvals, including taking all actions reasonably requested by Buyer (including appearances, if necessary) and signing all documents requested by Buyer to process the Approvals. In the event that Buyer has not received the Approvals by the Entitlements Contingency Date, Buyer shall have the right to extend the Entitlements Contingency Date for one six (6) month extension (the "First Extension"), and two subsequent, consecutive three (3) month extensions (the "Second Extension" and the "Third Extension," respectively) to secure the Approvals. Buyer must provide City with written notice at least ten (10) days prior to the Entitlements Contingency Date to exercise the First Extension. In order to exercise the Second Extension, and subsequently the Third Extension, Buyer must increase the Deposit by an additional Ten Thousand Dollars ($10,000.00) for each such extension (collectively, the "Extension Deposits"), at least ten (10) days prior to the expiration of the First Extension or the Second Extension, as applicable, in addition to providing ten (10) days prior written notice to the City of Buyer's intent to further extend the Entitlements Contingency Date. If Buyer fails to provide the notice and deposit increases required by this Section 5.2(b), this Agreement will terminate as of the Entitlements Contingency Date, or the expiration date of any exercised extension thereof, and neither Seller nor Buyer will have any further obligation or responsibility to the other to perform under this Agreement. If Buyer fails to deliver written notice removing the Entitlements Contingency by the Entitlements Contingency Date, as may be extended, or if Buyer delivers notice to Seller that Buyer has been unable to obtain the Approvals, or if Buyer fails to timely deliver any notice and/or deposit increase required by this Section 5.2(b) pursuant to exercise of the Second or Third Extension, then this Agreement shall be deemed terminated. Such termination will be immediate, neither Seller nor Buyer will have any further obligation or responsibility to the other to perform under this Agreement, and Escrow Holder will return promptly to Buyer the Deposit. (c) Seller has performed all obligations to be performed by Seller pursuant to this Agreement. (d) Seller's representations and warranties herein are true and correct in all material respects as of the Closing Date. (e) The Title Company is irrevocably committed to issue a CLTA Title Policy to Buyer, effective as of the Closing Date, insuring title to Buyer in the full amount of the Purchase Price, subject only to liens for (i) then current real property taxes, bonds and