CP ARBORS APARTMENTS, LLC - 2010

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3. Title Insurance. It shall be a condition precedent to the City's obligation to proceed with the purchase of said real property that the City has received an undertaking by First American Title Insurance Company (the "Title Company") to issue a standard coverage CLTA policy of title insurance insuring the City's title to the real property, reflecting only such exceptions to title as the City shall approve. If such condition precedent is not satisfied, then, at the City's option, this Agreement shall terminate without further liability to Seller or the City. The City shall pay all premiums associated with the issuance of such policy of title insurance. 4. Escrow. City agrees to open an escrow at the office of First American Title Insurance Company, 2 First American Way, Santa Ana, California (the Escrow Agent) within five (5) days from and after the date of this Agreement. This Agreement constitutes the joint escrow instructions of the City and the Seller and a duplicate original of this Agreement shall be .delivered to the Escrow Agent upon the opening of the escrow. Subject to the terms and conditions set forth in this Agreement, escrow will close on the Closing Date. The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its acceptance of this Paragraph 4 and of the General Provisions described in Exhibit "C" 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 Agreement, the Escrow Agent shall carry out its duties 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, attorneys' fees and other closing costs incidental to the preparation of this Agreement and the conveyance 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. City further agrees to bear and Escrow Agent is hereby authorized to charge to the City and credit to Seller all costs, expenses and other charges incurred by Seller in connection with obtaining a release of said real property from any deed of trust or other encumbrance presently encumbering said real property. It is understood and agreed that the aggregate of such costs, expenses and charges is in the amount of $15,000. The liability to the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it pursuant to this Agreement. The provisions of this Agreement, including each party's representations and warranties, and each party's obligation to pay the costs set forth in this Agreement, shall survive the Closing and, to the extent such costs were incurred, any termination of this Agreement. 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 2 956168.dm FLROHI 06/1/11 10:45 AM