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written waiver by the Party for whose benefit the condition exists, of all conditions precedent thereto In the event the Escrow is not in a condition for the Closing to occur by the Closing Date for any reason other than the uncured breach of either Buyer or Seller, then any Party who is not then in default of the terms of this Agreement may terminate this Agreement as provided in Article 6 if no (and until a) notice of termination as provided in Article 6 is received by Escrow Holder, Escrow Holder is instructed to proceed with Closing as soon as possible 2 4 Costs of Escrow Because of Buyer's status as a public entity, pursuant to California Revenue and Taxation Code Section 11922, no documentary transfer tax will be payable with respect to the conveyance contemplated by this Agreement Similarly, pursuant to California Government Code Section 27383, no recording fees will be payable with respect to the recording of the Grant Deed Buyei shall pay the reasonable and customary costs of any Title Policy (defined below) Buyer shall pay the Escrow fees and any notary fees attributable to the conveyance of the Transfer Portion Buyer shall also pay the additional costs, if applicable, associated with any title endorsements requested by Buyer Escrow Holdei shall endeavor to provide an estimated Closing costs statement to Buyer and Sellei at least three (3) days prior to the Closing Date 2 5 Buyer's Conditions Precedent to Close of Escrow The Closing and Buyer's obligation to acquire the Transfer Portion and pay the Purchase Price is subject to the satisfaction of the following conditions for Buyer's benefit (oi Buyer's waiver thereof, it being agreed that Buyer may waive any of all of such conditions, provided, however, that the occurrence of the Closing shall not waive or release any breach of or failure to perform undei this Agreement by Seller not actually known to Buyer on of prior to the Closing Date) 2 5 1 Sellei shall have tendered into Escrow all payments, if any, and documents required of Seller pursuant to this Agreement 2 5 2 Seller shall have completed in a timely fashion all of Seller's obligations which are to be completed prior to the Closing as provided in this Agreement 2 5 3 Escrow Holder shall have received an irrevocable commitment from the Title Company to issue any Title Policy required pursuant to this Agreement, subject only to the Permitted Exceptions, as set forth in more detail in Article 3 below 2 5 4 All representations and warranties of Seller hereundei shall be true and correct as of the Effective Date and as of the Closing 2 5 5 All property taxes and assessments attributable to the Property to the date of Closing shall have been paid by Sellei before delinquency and shall be current as of the Closing, provided, however, that, to the extent the same are available, the Purchase Price proceeds may be used to make such payments 2 5 6 Buyei shall have approved Escrow Holder's estimated Closing costs statement, such approval shall not be unreasonably withheld, conditioned of delayed L lcaldjrnlAgreeinents\PSA 31 Stuart Ave SBCTA City of Redlands.jn.docx PSA City of Redlands 56881190 v2 RPRP 511L 076