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("Quitclaim Deed"), relinquishing, releasing, and forever quitclaiming to Buyer all right title and <br />interest in and to the Tenancy Interest. <br />4. Tenant Seller to vacate the property by December 31, 2012 <br />5. CONVEYANCE OF INTEREST IN IMPROVEMENTS. The Quitclaim Deed will <br />also convey from Tenant -Seller to Buyer all of Tenant -Seller's interest in and to the Conveyed <br />Improvements, which conveyance shall be free and clear of all recorded and unrecorded <br />encumbrances, liens, assessments, leases, and taxes. Unless otherwise provided, recording of the <br />Quitclaim Deed and Closing (as defined below) of the transaction described herein shall be subject <br />to Tenant -Seller's vacation of the Premises and proof of clear title to all the Conveyed <br />Improvements having been obtained and received by Buyer in accordance with Paragraphs 8 and 9 <br />of this Agreement. <br />6. RECORDING. Recordation of any documents delivered through this Agreement is <br />authorized if necessary or proper, upon acceptance by Buyer as described herein. <br />7. CERTIFICATION OF OWNERSHIP. Tenant -Seller hereby warrants and certifies <br />under penalty of perjury that Tenant -Seller is the owner of the Improvements, that no document has <br />been signed by or on behalf of Tenant -Seller for the purpose of creating any lien, encumbrance, or <br />security interest in any of the Improvements, and that Tenant -Seller does not know of any claim of <br />lien, encumbrance, or other security interest therein, EXCEPT: (a) Trust Deeds on the Property, <br />duly recorded; and (b) real and personal property taxes. <br />8. PERMISSION TO ENTER PREMISES. Tenant -Seller hereby grants Buyer or its <br />authorized agent's permission to enter upon the Premises at all reasonable times prior to Closing of <br />this transaction for the purpose of making necessary inspections. <br />9. BULK SALE. In order to establish proof of clear title to the Improvements, Buyer <br />may publish a Notice to Creditors pursuant to the Bulk Sales Law of the State of California and <br />obtain a title report and/or a report from the Secretary of State's Office as to filings of security <br />interests covering the Conveyed Improvements. <br />10. CONFLICTING INTERESTS. In the event any conflicting claim of title or any <br />security interest or lien of any kind is discovered or asserted as to any of the Conveyed <br />Improvements, Buyer shall, upon receiving notice or knowledge thereof, withhold an amount <br />otherwise payable to Tenant -Seller as is reasonably necessary, in the sole opinion of Buyer, to <br />protect Buyer against such claim of interest or lien. The withholding of such funds shall not prevent <br />Closing of this transaction if the total funds to be withheld from Tenant -Seller do not exceed the net <br />amount to be paid to Tenant -Seller through this transaction. Buyer will not pay out the withheld <br />funds or disburse any withheld funds to any claimant or other party (except upon court order or <br />levy) without the written consent of Tenant -Seller. <br />A general creditor's claim shall not be deemed to be a claim against any specific <br />item of Improvements and Tenant -Seller hereby agrees to accept all responsibility therefore. Unless <br />otherwise provided, it shall be presumed that Tenant -Seller is entitled to payment under this <br />transaction for the Conveyed Improvements. It shall be presumed that the Property owner is the <br />owner of all improvements, fixtures and equipment associated with the Premises other than the <br />Improvements. <br />17336.02100\7050998.2 A-2 <br />