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title to Said Real Property is free and clear of any and all conditions, restrictions, reservations, <br />exceptions, easements, assessments, profits, limitations, encumbrances (including any and all <br />leases), liens, clouds or defects in title, excepting such specific ones as City may hereinafter <br />expressly agree to take subject to. Acceptance by City of any such policy of title insurance, <br />whether such insurance complies with the requirements of this paragraph or not, shall not <br />constitute a waiver by City of its right to such insurance as is herein required of Seller, nor a <br />waiver by City of any rights of action for damages or any other rights which may accrue to City <br />by reason of the failure of Seller to convey title or to provide title insurance as required in this <br />PSA. <br />4. Escrow. City agrees to open an escrow at the office of Mariners Escrow, 1100 Newport <br />Center Drive, Suite 200, Newport Beach, California, (hereinafter "Escrow Agent") within five <br />(5) days after the date on which City has approved this PSA. This PSA constitutes the joint <br />escrow instructions of City and the Seller and a duplicate original of this PSA shall be delivered <br />to the Escrow Agent upon the opening of the escrow. Escrow is to close on or before May 30, <br />2008. <br />The Escrow Agent hereby is empowered to act under this PSA, and upon indicating its <br />acceptance of this Section 4 and of the General Provisions described in Exhibit "B" attached <br />hereto and incorporated herein by this reference, in writing, delivered to City and to the Seller <br />within five (5) days after delivery of this PSA, shall carry out its duties as Escrow Agent <br />hereunder. <br />City agrees to bear, and Escrow Agent is hereby authorized to charge to City, the cost of any <br />transfer taxes, recording fees, cost of title insurance, reconveyance fees, document preparation <br />fees, escrow fees and any other closing costs incidental to the conveying of Said Real Property to <br />City. Penalties for prepayment of bona fide obligations secured by any existing deed of trust or <br />mortgage shall be waived pursuant to Civil Code Procedures Section 1265.240. <br />The liability of the Escrow Agent under this PSA is limited to performance of the obligations <br />imposed upon it under Section 4, Section 6, Section 11 and the General Escrow Provisions as <br />referenced in Exhibit "B" of this PSA, attached hereto. <br />5. Property Taxes. Such real property taxes, if any, on Said Real Property for the fiscal <br />year within which Said Real Property is conveyed to City as are unpaid at the time of said <br />conveyance shall be cleared and paid in accordance with the provisions of Section 4986 of the <br />Revenue and Taxation Code of the State of California. Seller shall be eligible for a refund under <br />Section 5096.7 of the Revenue and Taxation Code of the State of California for that portion of <br />property taxes on Said Real Property for said fiscal year which have been paid prior to the date <br />the deed conveying Said Real Property to City is recorded which is allocable to that portion of <br />the fiscal year which begins on the date the deed conveying Said Real Property to City is <br />recorded and made uncollectible if unpaid by reason of Section 4986 of the Revenue and <br />Taxation Code of the State of California. All unpaid taxes on Said Real Property for any and all <br />years prior to the fiscal year within which said conveyance is made shall be paid by Seller before <br />conveyance of Said Real Property to City. <br />Page 2 of 11 <br />Seller's Initials ~~, ,~j~ff- t ~~ <br />