CALIFORNIA, STATE OF - JUDICIAL COUNCIL OF CALIFORNIA - 2005

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. . 6,1,7, Due Diligence Deadline, By no later than 5:00 p.m. of the twentieth (20th) business day following Buyer's receipt of Seller's Cure Notice ("Due Diligence Deadline") Buyer shall have the right, but not the obligation, to deliver to Escrow Holder and Seller a written notice approving and/or waiving Buyer's Contingency under this Section 6,1 ("Due Diligence Contingency Notice"). Prior to the expiration of the Due Diligence Deadline, Buyer and Seller shall cooperate in good faith to resolve any issues or disagreements relating to the Disapproved Conditions. If Buyer does not deliver the Due Diligence Contingency Notice on or prior to the Due Diligence Deadline, Buyer shall be deemed to have disapproved of the condition of the Real Property, and Buyer shall have the right to terminate this Agreement and cancel the Escrow pursuant to Section 8.2. 6.2. Owner's Policy, By no later than three (3) days prior to the Closing Date, Title Company shall be irrevocably and unconditionally committed to issue an AL T A Owner's Policy of Title Insurance - Extended Coverage ("Owner's Policy"), with liability coverage in the amount of the appraised value of the Real Property, and showing fee title to the Real Property vested in Buyer, free and clear of all liens and encumbrances, except for (i) those certain public utility easements of record shown and described on Exhibit D attached hereto ("Permitted Utility Easements"); (ii) any exceptions shown on the Title Report which Buyer has not specifically disapproved; and (iii) any Disapproved Conditions shown on the Title Report which Seller has expressly agreed to cure to the satisfaction of Buyer by a method other than removal (collectively, "Permitted Exceptions"). 6,3, Accuracy of Representations and Warranties, As of the Close of Escrow, all of Seller's representations and warranties set forth herein shall be true and accurate with the same force and effect as if remade by Seller in a separate certificate at the Close of Escrow. 6,4, No Breach or Event of Default, As of the Close of Escrow, no uncured Event of Default by Seller, nor any Breach by Seller which could become an Event of Default with the passage of time, shall exist 6.5. Seller Deliveries, By no later than five (5) business days prior to the Closing Date, or sooner if otherwise expressly required elsewhere in this Agreement, Seller shall deliver, or cause to be delivered, to Escrow Holder the following ("Seller Deliveries"): 6.5,1, One (1) original of the Grant Deed duly executed by Seller and notarized; 6.5.2. One (1) copy of Seller's City Council resolution or certified City Clerk's minute order evidencing Seller's authorization to enter into, deliver, and perform under all of the documents and instruments necessary to effect the sale of the Real Property to Buyer in accordance with the terms of this Agreement; and 6.5.3. Any other documents, instruments, or items reasonably requested and deemed necessary by Escrow Holder to consummate the Close of Escrow in accordance with the terms of this Agreement 6.6, SPWB Approval and Acceptance, The State Public Works Board ("SPWB") shall have (i) authorized Buyer's acquisition of the Real Property pursuant to the terms of this Agreement and the Real Property Acquisition Law set forth in Government Code sections 15850 to 15866; and (ii) executed and notarized the Certificate of Acceptance attached to the Grant Deed, or in such form and content as then required by applicable law. Page 4 (Rev.07f21/05) 557986.11