25F - AGMT - BRISTOL ST PHASE 3A

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5. CQNVEYANCG OI' rN- rGREST IN IMI'ROVEMLNTS. The Quitclaim Deed will also convey from Tenant - Seller to Buyer all of Tenant- Seller's interest in and to the Improvements, which conveyance shall be fice and clear of all recorded and unrmor-ded encumbrances, lions, assessments, leases, and taxes. Unless otherwise provided, recording of tine Quitclaim Deed and Closing (as defined below) of the transaction 'described herein shall be subject to Tenarnt- Seller's vacation of the Premises and proof of clear title to all said improvements having been obtained and received by Buyer in. accordance with Paragraphs 9 and 10 of this Agreement. 6. RECOIRDINCX: Recordation of any documents delivered through this Agreement is authorized if necessary or proper, upon acceptance by Buyer as described herein. y, CERTII ICr#IC)N OF OWN R HI'. Tenant- Seller hereby warrants and certifies under penalty of perjury that Tenant Seller is the owner of the Improvements and that no document has been signed by or on behalf of Tenant- Seller for tile purpose of creating any lien, enournbrance, or security interest in any of the .Improvements, and that the Tenant »Seller does not know of any claim of lien, encumbrance, or other security interest therein, EXCEPT: (a,) Trust Deeds on Elie Property, duly recorded; and (b) real and personal property taxes. 8. PERMISSION TO FN'1'ER PREMISE . Tenant- Seller hereby grants Buyer or its authorized agent's pernnission to enter upon the Premises at all reasonable times prior to Closing of this transaction for the purpose of making necessary inspoetions, provided Buyer provides seven calendar days notice to Seller, and Seller agrees in writing that the inspection time proposed by Buyer will not unreasonably impair of affect Seller's operations at the Premises. 9, BULK. S Ll . In order to establish proof of clear title to the Improvements, Buyer may publish a Notice to Creditors pursuant to the Bulk Sales Law of the State of California and obtain a title report and /or a report fronn the Secretary of State's Office as to filings of security interests covering the Improvements. 10, CONFLIGT-j_NO INILRESTS. In the event any eonficting claim of title ar flay security interest or lien of any kind is discovered or asserted as to any of the Improvements, Buyer shall, upon receiving notice or knowledge thereof, withhold all amount otherwise payable to Tenant -Seller es is reasonably necessary, in the sole opinion of Buyer, to protect Buyer against such claim of interest or lien, The withholding of such finds shall not prevent Closing of this transaction if the total funds to be withheld from Tenant- Seller do not exceed the net animmt to be paid to Tenant - Seiler through this transaction, Buyer will not pay out the withheld finds or disburse any withheld funds to any claimant or other party (except upon court order or levy) without the written consent of Tenant - Seller. A ,general creditor's claim shall not be deemed to be a claim against arty specific item of Improvements and Tenant - Seller hereby agrees to accept all responsibility therefore, Unless otherwise provided, it shall be presumed that Tenant - Seller is entitled to payment under this transaction for the Improvements. It shall be presumed that the Property owner is the owner of all improvements, fixtures and equipment associated with tine 'Premises other than the Inzproveluents. Ii. DISMISSAL OF EMINENT DOMAIN ACTION. If Buyer has previously filed an action to condemn the Tenancy Interest and /or Tenant- Seller's interest in the Improvements, Tenant- Seller hereby consents to tine dismissal of such action and waives any claims for connpensation, costs, attorney's fees and deposits in said action, or any claim whatsoever which might arise out of the filing of such action, whether or not such claim is specifically identified 4463755.1 --N1565.1 25F -6