Deed - Portion of Williams St - File D-1394, 2005

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with this Agreement, at the Close of Escrow the Deposit, shall be applied and credited toward payment of the Purchase Price. The City is solely responsible for paying all closing costs. 1.2 Grant Deed. On or before the Closing Date, Property Owner shall deliver to Escrow Holder a Grant Deed conveying the Extension Property to the City, subject only to the liens and encumbrances listed in Exhibit E (the "Approved Exceptions"). 1.3 Closin . Escrow will close on a date agreed upon by the parties, but in no event later than June 15, 2005 (the "Closing Date"). On the Closing Date, the Grant Deed shall be recorded with the Alameda County Recorder's Office, and the Purchase Price shall be paid and delivered by Escrow Holder to Buyer (the "Close of Escrow"). 1.4 Further Assurances. Each party shall execute and deliver to the other and/or to Escrow Holder such other and further documents and instructions, consistent herewith, and take such other and further actions consistent herewith, as Escrow Holder may request or as may otherwise be reasonable, necessary and customary to effect transfer and sale of the Extension Property in accordance with this Agreement. Section 2. Condition to Parties' Obligations. 2.1 Lien Release. The City acknowledges that (a) the Extension Property is currently subject to that that certain Deed of Trust, Security Agreement and Fixture Filing originally granted to TRSTE, Inc., a Virginia corporation, as trustee for the benefit of Wachovia Bank, National Association (including any successor -in -interest, "Mortgagee"), dated November 23, 2004 and recorded in the Official Records of Alameda County, State of California, at Series Number 2004-524944, and certain related security instruments (together, (including all amendments thereto, the Deed of Trust), and (b) Property Owner must obtain a release of the Extension Property from the lien of the Deed of Trust (the "Release") in order to convey the same to City in accordance with this Agreement. The parties' obligations under this Agreement are subject to and conditioned upon Property Owner obtaining from the Mortgagee, on or before the Closing Date and without cost to Property Owner, the Release. From and after the Effective Date, Property Owner shall promptly request, and shall thereafter use its best commercially reasonable efforts to obtain on or before the Closing Date, the Release from the Mortgagee; provided, in no event shall Property Owner be required to pay any amount to the Mortgagee in order to obtain the Release. If Property Owner has been unable to obtain the Release from the Mortgagee on or before the Closing Date, then either party shall be entitled, upon written notice to the other, to terminate this Agreement, whereupon Escrow Holder shall refund the Deposit to the City and each party shall be released and discharged from any further obligations hereunder. 2.2 Legal Lot. City and Property Owner acknowledge that the Extension Property is not currently a legal lot, and the City agrees that Property Owner has no obligation to obtain any approvals necessary to make the Extension Property a legal lot of record. Section 3. Disclaimer of Representations and Warranties. Property Owner and City agree that neither Property Owner nor any agent or representative of Property Owner has made any representations or warranties regarding the Extension Property, including without limitation Westgate Agreement - Z -