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monetary encumbrances appearing of reeord ss a result of any action or inaction ,, by Lessee during the Purchase Option Term), <br />d)Iru!tl, Non-delinquent general, special and supplemental real property taxes andassessments; provided however, all delinquent taxes and assessments relating tothe perio<i following the Commencement Date of tho Lease are tho responsibilityof Lessee pursuant to this Leese and shall be paid by Lessee at Closing. <br />c)Printed EKceptlons. Matters shown as printed exceptions in the standard form ofOwner's Policy of Title Insurance. <br />Title Insurance, Lessor shall cause to be delivered to Lessee upon the Close of Purchase Option Escrow, an ALTA standard coverage owner's policy of title insurance on the Premises issued by Escrow Holder with policy limits equal to the Purchase Price and insuring title to the Premises in the condition set forth above and otherwise vested in Lessee. Lessee shall have the right to request issuance ofan ALTA extended eoverage owner's policy of title insurance and any endorsements it may require, but the Closing shall not be delayed or conditioned on the issuance of same. Lessee shall obtain, at its sole cost and expense, any survey required to obtain any such extended coverage Title insurance, and the obtaining or failure to obtain any such survey shall not delay the Closing. <br />69.13. Additional Closing Documents. As part of the Closing, the parties shall execute and deliver the following additional documents to the Escrow Holder: <br />a)Lessor and Lessee shall execute and deliver an Assignment and Assumption ofLease; <br />b)Lessor shall execute and deliver a Bill of Sale and General Assignment; <br />c)Lessor shall execute and deliver a Transferor's Certification of Non-ForeignStatus, together with a California Form 593-C, reflecting that no tax withholdingis required; and <br />d)Lessor and Lessee shall deliver such additional, customary escrow closingdocuments and instruments ss Escrow Holder shall reasonably require, includingappropriate evidence of authority and a customary owner's affidavit. <br />The Grant Deed and those documents specified in Paragraphs 69.9 (a), (b) and (c) shall be prepared by Lessor and delivered to Lessee for review and approval not later than ten ( I 0) days prior to the Scheduled Closing Date. The exact form and content of such documents shall be subject to good faith negotiation by Lessor and Lessee and the failure of Lessor and Lessee to agree upon the form of such documents not later than 2 Business Days prior lo the Scheduled Closing Date shall constitute the failure of a.condition of closing, and either party shall then have the right to terminate the Purchase Option and <br />the sale of the Premises. <br />69.14. Prorations and Credits. Pursuant to the terms of the Lease, all real property taxes and assessments and utilities are to be paid by Lessee and as such no prorations for the same are to be made, <br />l7 <br />ll.926441.1 <br />EXHIBIT 1