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3. CONVEYANCE OF INTEREST IN REAL PROPERTY. Upon delivery of <br />possession on March 31, 2017 or such earlier or later date as the parties may agree in writing <br />( "Possession Date ") Tenant -Seller agrees to execute a Quitclaim Deed in the same form as that <br />attached hereto as Exhibit C in favor of Buyer ( "Quitclaim Deed'), relinquishing, releasing, and <br />forever quitclaiming to Buyer all right title and interest in and to the Conveyed Improvements, <br />4. Tenant- Seller will vacate the property on March 31, 2017 unless otherwise agreed in <br />writing pursuant to Paragraph 3 above. <br />5. CONVEYANCE OF INTEREST IN CONVEYED IMPROVEMENTS. The <br />Quitclaim Deed will convey from Tenant- Seller to Buyer all of Tenant - Seller's interest in and to the <br />Conveyed Improvements, which conveyance shall be free and clear of all recorded and unrecorded <br />encumbrances, liens, assessments, leases, and taxes. Unless otherwise provided, recording of the <br />Quitclaim Deed and Closing (as defined below) of the transaction described herein shall be subject <br />to Tenant- Seller's vacation of the Premises and proof of clear title to all said Conveyed <br />Improvements having been obtained and received by Buyer in accordance with Paragraphs 8 and 9 <br />of this Agreement. <br />6. RECORDING. Recordation of any documents delivered through this Agreement is <br />authorized if necessary or proper, upon acceptance by Buyer as described herein. <br />7. CERTIFICATION OF OWNERSHIP. Tenant- Seller hereby warrants and certifies <br />under penalty of perjury that Tenant - Seller is the owner of the Conveyed Improvements and that no <br />document has been signed by or on behalf of Tenant- Seller for the purpose of creating any lien, <br />encumbrance, or security interest in any of the Conveyed Improvements, and that the Tenant- Seller <br />does not know of any claim of lien, encumbrance, or other security interest therein, EXCEPT: (a) <br />Trust Deeds on the Property, duly recorded; and (b) real and personal property taxes. <br />8. PERMISSION TO ENTER PREMISES. Tenant - Seller hereby grants Buyer or its <br />authorized agent's permission to enter upon the Premises at all reasonable times after the Possession <br />Date, or upon pre - approved permission by Tenant- Seller prior to the Possession Date, for the <br />purpose of making necessary inspections. <br />9. BULK SALE. In order to establish proof of clear title to the Conveyed <br />Improvements, Buyer may publish a Notice to Creditors pursuant to the Bulk Sales Law of the State <br />of California and obtain a title report and /or a report from the Secretary of State's Office as to <br />filings of security interests covering the Conveyed Improvements, <br />10. CONFLICTING INTERESTS. In the event any conflicting claim of title or any <br />security interest or lien of any kind is discovered or asserted as to any of the Conveyed <br />Improvements, Buyer shall, upon receiving notice or knowledge thereof, withhold an amount <br />otherwise payable to Tenant - Seller as is reasonably necessary, in the sole opinion of Buyer, to <br />protect Buyer against such claim of interest or lien. The withholding of such funds shall not prevent <br />Closing of this transaction if the total funds to be withheld from Tenant - Seller do not exceed the net <br />amount to be paid to Tenant - Seller through this transaction. Buyer will not pay out the withheld <br />funds or disburse any withheld funds to any claimant or other party (except upon court order or <br />levy) without the written consent of Tenant - Seller. <br />2 <br />Ckt <br />251 -18 <br />