BANK OF AMERICA NATIONAL ASSOCIATION IN ITS CAPACITY AS TRUSTEE OF 7-ELEVEN EMPLOYEES' TRUST-2008

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encumbrances (whether monetary or non-monetary, general or specific, and including any and all leasehold interests), liens, clouds or defects in title, excepting such specific ones as city may hereinafter expressly agree to take subject to. Acceptance by City of any such policy of insurance, whether such insurance complies with the requirements of this paragraph or not, shall not constitute a waiver by City of its right to such insurance as is herein required of Seller; nor a waiver by the City of any rights of action for damages or any other rights which may accrue to City by reason of the failure of Seller to convey title or to provide title insurance as required in this PSA. 4. Escrow. City agrees to open an escrow at the office of First American Title Insurance Company, located at 550 South Hope Street, Los Angeles, California 90071, (hereinafter "Escrow Agent") within five (S) days from and after the date on which the City has approved this PSA. This PSA constitutes the joint escrow instructions of the City and the Seller and a duplicate original of this PSA shall be delivered to the Escrow Agent upon the opening of the escrow. Escrow is to close within 120 days after Owner's execution of this PSA, but in any event, not later than _ , 2008. The Effective Date of this PSA shall be established by Escrow Agent and shall be the date upon which the fully executed PSA is received by Escrow Agent. The Escrow Agent hereby is empowered to act under this PSA, and upon indicating its acceptance of this Section 4 and of the General Provisions described in Exhibit "D" attached hereto and incorporated herein by this reference, in writing, delivered to the City and to the Seller within five (5) days after delivery of this PSA, shall carry out its duties as Escrow Agent hereunder. City agrees to bear, and Escrow Agent is hereby authorized to charge to the City, the cost of any transfer taxes, recording fees, cost of title insurance, reconveyance fees, document preparation fees, escrow fees and any other closing costs incidental to the conveying of Said Real Property to City. Penalties for prepayment of bona fide obligations secured by any existing deed of trust or mortgage shall be waived pursuant to Civil Code Procedures Section 1265.240. The liability to the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it under Section 4, Section 6, Section 11 and Exhibit "D" of this PSA. 5. Property Taxes. Such real property taxes, if any, on Said Real Property for the fiscal year within which Said Real Property is conveyed to City as are unpaid at the time of said conveyance shall be cleared and paid in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State of California. Seller shall be eligible for a refund under Section 5096.7 of the Revenue and Taxation Code of the State of California for that portion of property taxes on Said Real Property for said fiscal year which have been paid prior to the date the deed conveying Said Real Property to City is recorded which is allocable to that portion of the fiscal year which begins on the date the deed conveying Said Real Property to City is recorded and made uncollectible if unpaid by reason of Section 4986 of the Revenue and Taxation Code of the State of California. All unpaid taxes on Said Real Property for any and all years prior to the fiscal year within which said conveyance is made shall be paid by Seller before conveyance of Said Real Property to City. 6. Payment of Purchase Price. City agrees to pay to Seller, and Seller agrees to accept from City, as and for the full purchase price for Said Real Property, fixtures & equipment, improvements pertaining to the realty, severance damages, bonus value (if applicable), for the easements herein described, and for any and all other damages which Seller might now or in the future be entitled to, the total cash sum of ONE HUNDRED FIFTY-FNE THOUSAND AND NO/100 DOLLARS ($155,000.00); City agrees to deposit said purchase price in escrow with the Escrow Agent within Sixty (60) days from and after the Page 2 of 12 Seller's Initials Z~~'d~.