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b) Lessor shall execute and deliver a Bill of Sale and General Assignment; <br />c) Lessor shall execute and deliver a Transferor's Certification of Non -Foreign <br />Status, together with a California Form 593-C, reflecting that no tax withholding <br />is required; and <br />d) Lessor and Lessee shall deliver such additional, customary escrow closing <br />documents and instruments as Escrow Holder shall reasonably require, including <br />appropriate evidence of authority and a customary owner's affidavit. <br />The Grant Deed and those documents specified in Paragraphs 69.9 (a), (b) and (c) shall <br />be prepared by Lessor and delivered to Lessee for review and approval not later than ten <br />(10) days prior to the Scheduled Closing Date. The exact form and content of such <br />documents shall be subject to good faith negotiation by Lessor and Lessee and the failure <br />of Lessor and Lessee to agree upon the form of such documents not later than 2 Business <br />Days prior to the Scheduled Closing Date shall constitute the failure of a condition of <br />closing, and either party shall then have the right to terminate the Purchase Option and <br />the sale of the Premises. <br />69.14. Prorations and Credits. Pursuant to the terms of the Lease, all real property taxes and <br />assessments and utilities are to be paid by Lessee and as such no prorations for the same <br />are to be made. <br />69.15. Closing Costs. Lessor shall pay for (a) all premiums for the ALTA standard coverage <br />portion of the Title Policy, (b) one-half (%,) of all Escrow fees and costs, (c) all sales and <br />gross receipts taxes, (d) all documentary transfer and/or stamp taxes, if any, and (e) <br />Lessor's share of prorations, if any. Lessee shall pay for (i) all premiums for the ALTA <br />extended coverage portion of the Title Policy and any endorsements requested by Lessee, <br />(ii) all costs relating to the survey and all reports, studies, inspections, investigations and <br />all other costs and expenses incurred by Lessee in connection with its review of any <br />materials, documents, materials, the Premises and other such due diligence conducted by <br />Lessee, (iii) any document recording fees and charges, (iv) one-half ('/2) of all Escrow <br />fees and costs, and (v) Lessee's share of prorations, if any. Lessor and Lessee shall each <br />pay for all of its respective legal and professional fees and fees of other consultants <br />incurred by such respective party, and if Lessee shall finance any of the Purchase Price, <br />Lessee shall pay all costs and expenses incurred or arising in connection with such <br />financing. All other normal and customary closing costs and expenses shall, except as <br />otherwise herein set forth, be allocated between Lessor and Lessee in accordance with the <br />customary practice in the County in which the Project is situated. <br />69.16. Purchase Option Assignment. The Purchase Option is personal to Lessee and may not be <br />assigned in whole or in part at any time. Notwithstanding the foregoing, Lessee may <br />assign the Purchase Option to the City of Santa Ana, or any other governmental entity <br />approved by the City of Santa Ana. <br />(remainder of page left intentionally blank) <br />16 <br />12311947,1148581-00004 <br />