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"Acceptance of Escrow Holder" immediately following the signature pages of this Agreement (the "Acceptance ") and returns to Optionee and Owner such Acceptance. (b) Instructions and Fees. This Agreement constitutes joint instructions to the Escrow Holder to consummate the purchase in accordance with the terms and provisions hereof; provided, however, that the parties shall execute such additional escrow instructions, not inconsistent with the provisions hereof, as may be deemed reasonably necessary to carry out the intentions of the parties as expressed herein. If the Closing occurs, Optionee shall pay the cost of the title insurance premium for the Title Policy (as defined in Paragraph 5(c)) and City and County documentary transfer taxes, if any. If the Closing occurs, Owner shall pay the costs of removing any exceptions to title (other than Permitted Exceptions), as defined in Paragraph 5(a), and Personal Property Encumbrances, as defined in Paragraph 5(d). Escrow Fees, recording fees, and any other closing costs shall be borne by the parties in accordance with the custom of the County. (c) Closing. The "Closing" shall occur on a date selected by Optionee (either following or concurrently with the exercise of the Option), provided that Owner has received at least fifteen (15) days prior written notice of such date (the "Closing Date "), and provided further that the Closing Date shall occur not earlier than thirty (30) days after the Opening of Escrow and no later than thirty (30) days after Optionee's exercise of the Option pursuant to Paragraph 2(c) (the "Outside Date "). If Optionee exercises the Option but fails to provide Owner with at least fifteen (15) days prior written notice of the Closing Date, then unless otherwise agreed in writing by Optionee and Owner the Closing Date shall be the Outside Date. The Closing shall occur only after (i) Optionee has exercised the Option, (ii) all parties to Escrow have fully performed their respective duties, (iii) Escrow Holder is irrevocably committed to issue to Optionee the Title Policy, and (iv) nothing remains to be done in order to transfer to Optionee fee title to the Real Property other than Escrow Holder's recordation of Owner's grant deed (the "Grant Deed ") with the County recorder; provided that the Closing shall be deemed to have occurred only upon recordation of the Grant Deed with the County recorder. 5. Title. (a) Title Review. Within ten (10) days after the Opening of Escrow, Optionee shall obtain a current preliminary title report for the Real Property issued by Escrow Holder, together with legible and complete copies of all underlying documents referenced as exceptions in the Title Report and a plot plan for the Real Property showing the locations of all recorded easements (collectively, the "Title Report "). Optionee shall have the right to obtain an ALTA survey or other survey (the "Survey ") of the Real Property at Optionee's sole cost and, if it obtains the Survey, Optionee shall provide Owner with a copy of it. Within fifteen (15) business days following Optionee's receipt of both the Title Report and the Survey (collectively, the "Title Documents ") but not later than November 10, 2010, Optionee shall either approve in writing the exceptions contained in the Title Documents or specify in writing any exceptions or other matters shown on the Survey to which Optionee objects. All title exceptions and Survey matters not objected to, as well as the Lease and the lien for current taxes not yet delinquent, shall be referred to as "Permitted Exceptions," except for the following (collectively, "Owner Removal Items "): liens of deeds of trust or other monetary obligations, judgment liens, and leases or other occupancy agreements (other than the Lease), none of which shall constitute Option Agreement 50 Chemical 10.5.2010 v. 8 7