20B - AA PURCHASE SALE OF BRISTOL ST IMP PROJECT

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2.3 Condition of Title to Property Seller shall cause the conveyance of title to the Property to Buyer as evidenced by an ALTA Owner's Policy of Title Insurance covering the Property and any easements appurtenant thereto ("Title Policy") issued by Commonwealth Land Title Company ("Title Company") in an amount equal to the Purchase Price. During the Due Diligence Period, Buyer shall have the right to obtain and examine: (i) an ALTA title commitment (the'Title Commitment")'binding the Title Company to issue the Title Policy to Buyer; and (ii) an ALTA/ACSM survey of the Property. The Title Policy shall show as exceptions with respect to the Property only matters approved in writing by Buyer, which approval shall be delivered in writing by Buyer to Seller prior to the expiration of the Due Diligence Period. Buyer shall in addition have approved in writing the legal description of the Property to be set forth in the Title Policy prior to the expiration of the Due Diligence Period. At the Close of Escrow, Seller shall cause all standard title exceptions typically appearing on an ALTA title insurance policy, including the gap exception, the exception relating to parties in possession, the survey exception, and all exceptions related to mechanics liens to be deleted from the Title Commitment. 2.4 Escrow and Closing Costs Seller shall pay all applicable documentary transfer taxes and recording fees payable in connection with the purchase and sale of the Property. Seller shall also pay for the cost of the premium for the Title Policy and any endorsements required to cure or eliminate any exceptions not approved by Buyer pursuant to Section 2.2 of this Agreement, and Buyer shall pay for the costs of additional endorsements requested by Buyer. Buyer and Seller shall each spay one-half (1/2) of all escrow fees in connection with the purchase and sale of the Property. Unless specified elsewhere in this Agreement, all other closing costs related to the transaction shall be paid by the Parties in the manner consistent with customary practice for Orange County, California. Escrow Holder shall notify Buyer and Seller in writing of their respective shares of such costs at least five (5) business days prior to the Close of Escrow. 2.5 Deposit of Funds and Documents (a) Priorto Close of Escrow, Buyer shall deposit into Escrow (i) the Escrow Deposit, (ii) all escrow and Buyer's share of closing costs as described above; (iii) the Closing Payment; and (iv) such other documentation as is necessary to close Escrow; provided, however, that Buyer shall not be required to deposit the Closing Payment until Buyer has been notified by Escrow Holder that (i) Seller has delivered to Escrow Holder each of the documents and instruments to be delivered by Seller in connection with the sale of the Property, (ti) Title Company is irrevocably and unconditionally committed to issue and deliver the Title Policy, and (iii) the only impediment to Close of Escrow is delivery of such amount by or on behalf of Buyer. (b) Prior to the Close of Escrow, Seller shall deposit into Escrow (i) the properly executed grant deed for conveyance of the Property to Buyer; (ii) a duly executed bill of sale, assignment and assumption agreement from Sellerwith respect to the OF •