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3. TITLE. Buyer shall instruct Escrow Agent to furnish to Buyer at Seller's expense a Preliminary Title Report on the Property ("Report"), together with full copies of all exceptions set forth therein. Seller shall convey to Buyer at Close of Escrow marketable fee simple title to the Property, subject only to the exceptions approved by Buyer as provided in Exhibit D. Title to the Property shall be insured by a California Land Title Association Owner's Policy in the amount of the total Purchase Price, the premium for which shall be paid by Seller. The cost of any surveys necessary to issue the above referenced policy shall be paid by Seller. 4. PROBATIONS AND CLOSING COSTS. Rents, non-delinquent real property taxes, non- delinquent installments of special assessments, utilities, association dues, and premiums on insurance acceptable to Buyer shall bepro-rated as of the date of Close of Escrow. All security deposits, advance rentals, and considerations involving any future credits shall be credited to Buyer. Seller shall pay all city and county transfer taxes, and all costs of preparing, executing, acknowledging and delivering the grant deed conveying title to Buyer. Escrow fees for the purchase and sale of the Property shall be split equally by Buyer and Seller. 5. DETERMINATION OF LEGAL DESCRIPTION OF PROPERTY. Seller shall retain a licensed surveyor to determine the exact legal description and area of Excess City Acreage I and Excess City Acreage II, which legal descriptions shall be attached to Exhibit B-1 and incorporated herein by this reference. Both Buyer and Seller shall approve of said legal descriptions by written notice to the other within ten (10) days of Seller delivering said legal descriptions to Buyer ("Approval Period"), and such approvals shall not be unreasonably withheld. If a party fails to deliver such approval during the Approval Period, then that party shall be deemed to have approved of said legal descriptions. If a party objects to said legal descriptions by written notice delivered to the other party within the Approval Period, then the parties shall revise and approve of said legal descriptions. 6. SELLER'S REPRESENTATIONS AND WARRANTIES. 6.1 Seller hereby represents and warrants to the best of Seller's actual knowledge that the following items are true and correct as of the Close of Escrow: 6.1.1 Seller and Seller's agents have not received notice of any kind from any government authority or insurance company concerning any condemnation of the Property or any part thereof, or any fire, zoning, health code, building code, occupational safety, or any other federal, state or local violation with respect to the Property that has not been removed and/or corrected. Seller covenants that if Seller should receive any such notice prior to the Close of Escrow, then Seller will provide Buyer with copies of the notice as soon as practicable after receipt by Seller. 6.1.2 Seller and Seller's agents have not received any notice of any defects in the Property that have not been disclosed in writing to Buyer. RBR1139630W91167.6 3