STAPLES PURCHASE & SALE OF REAL PROPERTY

(vi) Distribute to Seller, or as Seller may instruct,the cash portion of the Purchase Price less Seller's share of closing costs and prorations as provided in this Agreement; (vii) Deliver to Seller the executed Promissory Note; and (viii) Deliver Buyer's Title Policy, if any,to Buyer. (b) Possession. Upon Close of Escrow, exclusive possession of the Property shall be delivered to Buyer, and title to the Property shall be conveyed to Buyer, subject only to the Permitted Exceptions. 2.6 Failure to Close; Cancellation of Charges. In the event Close of Escrow fails due to the default of one of the parties, the defaulting party shall bear the sole and full liability for paying any escrow and title cancellation fees and charges. Otherwise, each party shall pay fifty percent (50%) of such fees and charges. 3. COMPLIANCE WITH SUBDIVISION MAP ACT. Prior to Close of Escrow, Seller, at Seller's sole cost and expense, shall cause the Property to be subdivided into a separate legal parcel in compliance with the applicable provisions of the California Subdivision Map Act. The parties agree that the boundaries and configuration of the Property shall be substantially as shown on Exhibit A (or as otherwise configured as agreed upon by the parties in their respective sole discretion). The subdivision map subdividing the Property is referred to as the "Final Subdivision or Parcel Map." 4. STATE OF TITLE. 4.1 State of Title. Seller shall convey title to the Property to Buyer, and deliver possession of the Property to Buyer,on Close of Escrow subject only to Permitted Exceptions (defined in Section 4.2). 4.2 Permitted Exceptions. Subject to Section 4.3, the phrase "Permitted Exceptions" shall mean: (a) the exceptions to title that affect the Property set forth on that Preliminary Report dated August 17, 2007, bearing Title No. 07-58201-054-A-MG issued by Escrow Holder and attached to this Agreement as Exhibit E; (b) any general and special real property taxes and assessments, a lien not yet delinquent; (c) any matters of record consented to by Buyer, and/or caused by the acts or omissions of Buyer and its Authorized Representatives (which is defined as the directors, officers, employees, agents, and/or contractors of a specified party to this Agreement); (d) any matters in connection with the Final Subdivision or Parcel Map pursuant to Section 3; (e) all standard printed exceptions which appear on the Title Policy; and (f) any matters approved or deemed approved pursuant to Section 4.3. In the event there is any matter of record that is not a Permitted Exception but that Escrow Holder will endorse over (and endorsing over is reasonably acceptable to Buyer), Seller shall pay the premium cost for any such endorsement(s). 000299.0044\839978.8 4