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• and Personal Property Encumbrances, as defined in Paragraph 5(d). All Escrow fees shall be shared equally by Seller and Buyer. 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 Buyer, provided that Seller has received at least four (4) business days' prior written notice of such date (the "Closing Date "), and provided further that the Closing Date shall occur no later than fifteen (15) days after expiration of the Feasibility Period (the "Outside Date "). If Buyer fails to provide Seller with at least four (4) business days' prior written notice of the Closing Date, then unless otherwise agreed in writing by Buyer and Seller the Closing Date shall be the Outside Date. The Closing shall occur only after (i) all parties to Escrow have fully performed their respective duties, (ii) Escrow Holder is irrevocably committed to issue to Buyer the Title Policy, and (iii) nothing remains to be done in order to transfer to Buyer fee title to the Real Property other than Escrow Holder's recordation of Seller'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. At the Closing, any amounts required to pay off any liens (including mortgages, deeds of trust, mechanics' liens and judgment liens) encumbering the Property shall be paid by Seller from the Purchase Price through the Escrow to the person or persons entitled to payment. 5. Title. (a) Title Review. Within ten (10) days after the Opening of Escrow, Buyer 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 "). Buyer shall have the right to obtain an ALTA survey or other survey (the "Survey ") of the Real Property at Buyer's sole cost and, if it obtains the Survey, Buyer shall provide Seller with a copy of it. Within ten (10) business days following Buyer's receipt of both the Title Report and the Survey (collectively, the "Title Documents ") Buyer 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 Buyer 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, "Seller Removal Items "): liens of deeds of trust or other monetary obligations secured by the Real Property, judgment liens, and notices of pending action, none of which shall constitute "Permitted Exceptions." Seller shall have ten (10) days after receipt of such notice to advise Buyer by written notice of any disapproved exceptions or matters which will not be removed from title by Seller prior to the Closing (other than Seller Removal Items, which Seller shall be required to remove prior to the Closing). If Buyer provides the Notice to Proceed to Seller during the Feasibility Period, the exceptions contained in the Seller's notice (other than Seller Removal Items) shall be deemed additional Permitted Exceptions. (b) New Exceptions. If any new exceptions or matters are first included in any supplement or update to the Title Report issued after the expiration of the Feasibility Period (collectively, "New Exceptions "), Buyer shall notify Seller in writing on or before 5:00 p.m. Pacific Time within three (3) business days after receipt of such supplement if Buyer disapproves Purchase and Sale Agreement 1548 Maple 03.04. 2011 v.4 4