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DRAFT
<br />acceptance by Agency of any deed to said real property, with or without knowledge of any
<br />condition, restriction, reservation, exception, easement, assessment, profit, limitation,
<br />encumbrance (whether monetary or non-monetary, general or specific, and including any and all
<br />leasehold interests), lien, cloud or defect in title, shall not constitute a waiver by Agency of its
<br />right to the full and clear title hereinabove agreed to be conveyed by Seller to Agency, nor of any
<br />right which might accrue to Agency because of the failure of Seller to convey title as hereinabove
<br />provided.
<br />3. Title Insurance. Seller agrees to deliver to Agency, concurrently with the conveyance of
<br />said real property to Agency, within the time and at the place hereinabove specified for said
<br />conveyance of said real property, a CLTA Owner's Policy of Title Insurance, or equivalent, to be
<br />issued by the above mentioned title company, with the Agency therein named as the insured, in
<br />the amount ONE MILLION THREE HUNDRED THOUSAND DOLLARS AND No/100
<br />($1,300,000.00) insuring the title of the Agency to said real property is free and clear of any and
<br />all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations,
<br />encumbrances (whether monetary or non-monetary, general or specific, and including any and all
<br />leasehold interests), liens, clouds or defects in title, excepting such specific ones as Agency may
<br />hereinafter expressly agree to take subject to. Acceptance by Agency of any such policy of
<br />insurance, whether such insurance complies with the requirements of this paragraph or not, shall
<br />not constitute a waiver by Agency of its right to such insurance as is herein required of Seller, nor
<br />a waiver by the Agency of any rights of action for damages or any other rights which may accrue
<br />to Agency by reason of the failure of Seller to convey title or to provide title insurance as
<br />required in this Agreement.
<br />4. Escrow. Agency agrees to open an escrow at the office of First American Title Insurance
<br />Company, located at 2 First American Way, Santa Ana, California, (the Escrow Agent) within
<br />five (5) days from and after the date on which the Agency has approved this Agreement. This
<br />Agreement constitutes the joint escrow instructions of the Agency and the Seller and a duplicate
<br />original of this Agreement shall be delivered to the Escrow Agent upon the opening of the
<br />escrow. Escrow shall close on or before February 27, 2009.
<br />The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its
<br />acceptance of this Section 4 and of the General Provisions described in Exhibit "C" attached
<br />hereto and incorporated herein by this reference, in writing, delivered to the Agency and to the
<br />Seller within five (5) days after delivery of this Agreement, shall carry out its duties as Escrow
<br />Agent hereunder.
<br />Agency and Seller agree to each bear, and Escrow Agent is hereby authorized to charge to the
<br />Agency and Seller, respectively, one-half (1/2) of the cost of any transfer taxes, recording fees,
<br />reconveyance fees, document preparation fees, escrow fees and any other closing costs incidental
<br />to the conveying of said real property to Agency. Seller shall pay, and Escrow Agent is hereby
<br />authorized to charge to the Seller, the entirety of the cost of title insurance as set forth in
<br />Paragraph 3 of this Agreement. Penalties for prepayment of bona fide obligations secured by any
<br />existing deed of trust or mortgage shall be waived pursuant to Civil Code Procedures Section
<br />1265.240.
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