CALIFORNIA, STATE OF - JUDICIAL COUNCIL OF CALIFORNIA - 2005

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. . Order No. O-SA-1419432 (08) ("Escrow Holder"), a copy of this Agreement fully executed by the parties. This Agreement shall constitute joint instructions to Escrow Holder; provided, however, that Buyer and Seller shall execute such additional escrow instructions as may be reasonably requested by Escrow Holder so long as such additional instructions do not conflict with this Agreement. Escrow shall not be deemed "opened" until Escrow Holder confirms receipt of a fully executed copy of this Agreement. Any funds deposited by Buyer into Escrow shall be placed in an interest-bearing escrow account with all interest accruing to the benefit of Buyer from the date of deposit until the date of disbursement. 9.2. Close of Escrow, Provided that all of the Buyer Contingencies and Seller Contingencies have been satisfied and/or waived by the respective parties, the parties shall proceed to "close" Escrow as follows ("Close of Escrow"): 9.2.1. Seller's Authorization. Seller shall authorize and instruct Escrow Holder to cause the Grant Deed to be recorded in the Official Records of Orange County, California, subject to any instructions and conditions of Seller which do not conflict with the terms of this Agreement. 9.2.2. Buyer's Authorization, Buyer shall authorize and instruct Escrow Holder to release the Purchase Price to Seller, less Seller's share of the Closing Costs as provided herein, subject to any instructions and conditions of Buyer which do not conflict with the terms of this Agreement. 9,2,3, Disbursement and Recordation, The Close of Escrow shall not be deemed consummated or "closed" unless and until the following have occurred: 9.2.3,1, Owner's Policy, Escrow Holder has confirmed that Title Company is irrevocably and unconditionally committed to issue the 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 the Permitted Exceptions; 9,2,3,2, Recordation of Grant Deed, Escrow Holder has confirmed that Seller's conditions to the recordation of the Grant Deed have been satisfied, and that the Grant Deed has been recorded in the Official Records of Orange County, California; and 9,2,3.3, Disbursement of Purchase Price, Escrow Holder has confirmed that Buyer's conditions to the disbursement of the Purchase Price have been satisfied, and that the Purchase Price, less Seller's share of Closing Costs, has been disbursed to, and received by, Seller in accordance with Seller's instructions. 9.3. Closing Costs, At the Close of Escrow, the costs and fees associated therewith ("Closing Costs") shall be allocated as follows: (i) Seller and Buyer shall each pay one-half (Y:,) of Escrow Holder's charges and fees; (Ii) Seller shall pay the premium for the CL T A coverage portion of the Owner's Policy and any title endorsernents approved by Seller to cure any Disapproved Exceptions; and (Iii) Buyer shall pay the additional cost of the premium for the ALTA - Extended Coverage portion of the Owner's Policy in excess of the CLTA coverage premium paid by Seller. The parties acknowiedge that Buyer and Seller, as governmental entities, are exempt from the payment of documentary transfer taxes and recording fees. Notwithstanding the foregoing, in accordance with the standard practice and policy of the State of California, Buyer shall not be obligated to pay for Buyer's share of the Closing Costs unless Page 9 (Rev. 07/21/05) 557986.11