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(a).Record the Deed with the San Joaquin County Recorder;and (b).Deliver the money described in Section 2.2 to Seller,less Seller's share of prorations and costs as provided in this Agreement. 6.6. P_rordtions and Atmortionments. All revenues and all expenses of the Property shall be prorated and apportioned as of 12:01 a.m. on the Closing Date, so that Seller shall bear all expenses with respect to the Property and shall have the benefit of all income with respect t0 the Property through and including the period preceding the Closing Date. Any revenue'or expense amount which cannot be ascertained with certainty as of the Closing Date shall be prorated on the basis of the parties' reasonable estimates of such amount and shall be the subject of a final proration thirty(30)days after the Closing Date or as soon-thereafter as the precise amounts can be ascertained. 6.7. Costs and Expenses. Buyer and Seller shall pay equally all Escrow i fees and associated costs. Seller shall pay for the CLTA(or ALTA)Title policy costs, including all endorsements reasonably requested by Buyer. Any City/County transfer tax will be paid by Seller. Seller will pay any bonds and assessments of public record which are a lien against the Property at Close of Escrow. ARTICLE VII REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer that,as of the date hereof,the following are true and correct and shall be deemed remade as of the date of the Closing except as Seller may otherwise notify Buyer in writing prior to the Feasibility Date: 7.1. Land Use Regulation. Other than as previously set forth in this agreement to Seller's knowledge,there are no condemnation, environmental,zoning or, other land use regulation proceedings, either instituted or planned to be instituted,nor has Seller received notice of any special assessment proceedings affecting the Property other than referred to in Article III. 515303/02 12