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<br />September 22, 2005 (the "Closing Date"), unless AGENCY and SELLER agree otherwise in <br />writing. If, for any reason, Close of Escrow has not occurred on or before the Closing Date and <br />if the parties have not agreed, in writing, to extend the Closing Date, this Agreement and Escrow <br />shall automatically terminate and the parties shall thereafter be entitled to pursue their remedies, <br />if any, at law or in equity, subject to Section 13 below. <br /> <br />4.3 Closing Costs. AGENCY shall pay one hundred percent (100%) of (i) any City and <br />County documentary transfer taxes, (ii) Escrow Holder's fees with the exception ofthose <br />attributable to the TOT Reserve as defined in Section 4.4, (iii) any recording fees, (iv) recording <br />costs, premiums on the Title Policy and on the Lease Policy and on any other title coverage, and <br />(v) all other escrow and closing costs. Each party shall pay their respective attorneys' fees and <br />notary expenses. AGENCY staff is available to provide notary services for SELLER without <br />charge. AGENCY shall be responsible for one hundred percent (100%) of property inspection <br />costs. <br /> <br />4.4 Prorations. <br /> <br />A. Rents. All Motel room charges and rents ("Rents") shall be prorated as of the Close of <br />Escrow. Rents that are due but not collected during the period of SELLER's ownership prior to <br />the Close of Escrow (e.g., amounts due from social service agencies) and that are later received <br />by AGENCY shall be paid to SELLER within five (5) business days ofreceipt by AGENCY. <br /> <br />B. Taxes; TOT. Any delinquent Taxes shall be paid in full by SELLER on or before Close <br />of Escrow. Taxes, not yet delinquent, shall be prorated as of the Close of Escrow and shall be <br />paid by SELLER in accordance with the provisions of California Revenue and Taxation Code <br />("Code") Section 5086. Additionally, any transient occupancy tax ("TOT") owed by SELLER <br />for Guest occupancy prior to Close of Escrow, shall be paid by SELLER prior to Close of <br />Escrow. If said sum is not subject to calculation prior to Close of Escrow, Escrow Officer is <br />hereby instructed to retain any past due TOT plus the amount of Fifteen Thousand Dollars <br />($15,000) from the Purchase Price (the "TOT Reserve") in an interest bearing account to assure <br />full payment of such TOT owed by SELLER. Escrow Officer shall thereafter be instructed to <br />make timely payment of such TOT from the TOT Reserve on behalf of the SELLER when such <br />TOT becomes due. If the TOT Reserve is not sufficient to pay the TOT owed prior to Close of <br />Escrow, SELLER shall be responsible for additional payments to satisfy such taxes. If the TOT <br />Reserve is in excess of what is owed, Escrow Officer shall be instructed, upon full satisfaction of <br />the TOT to refund the remainder, plus interest accrued, to SELLER. AGENCY shall be <br />responsible for any fees imposed by Escrow Holder for administering the provisions of this <br />Section. <br /> <br />AGENCY shall have no responsibility to reimburse SELLER for any Taxes which are <br />allocable to that part ofthe fiscal year which begins on the date of apportionment determined <br />pursuant to Code Section 5082. SELLER shall be solely responsible for seeking any refund of <br />Taxes for which SELLER may be eligible under Code Section 5096.7; AGENCY shall cooperate <br />with SELLER in obtaining any such refunds. All other expenses of the Property shall be <br />prorated between SELLER and AGENCY as of the Close of Escrow. <br /> <br />4 <br />