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June 27, 2005 Page 2 2.3 Funds from Buyer in an amount sufficient to pay to Seller all sums due Seller under the Purchase Contract, and all closing costs, prorations and other obligations to be paid by Buyer under the Purchase Contract. 2.4 A complete and final Real Estate Settlement Procedure Act ("RESPA") Disclosure/Settlement Statement form ("Settlement Statement"). 2.5 A CLTA title insurance policy, subject only to exceptions Nos. set forth in the Preliminary Report. The CLTA Title Policy shall be in the amount of the Purchase Price. Buyer and Seller shall be named as joint insureds. 3. Document Execution. Prior to closing, you shall obtain due execution and, as appropriate, acknowledgment, of each of the documents listed in Section 2 that require execution, and you shall obtain all other documents, signatures and acknowledgements necessary to close the Escrow. All undated documents shall be dated and effective as of the Close of Escrow Date. All documents that any party delivers to you pursuant to these Instructions must be executed without alteration and, as necessary, acknowledged by the specific individuals in the specific capacities indicated in the typed signature blanks. All blanks in the documents must be filled in and initialed by the parties. If any exhibits are not attached, then you must procure and attach the missing exhibits, and deliver to the appropriate party conformed copies for review and approval. You shall assume all risks and bear full responsibility if, for any reason, the Escrow closes with documents that lack exhibits or are not executed. Neither Seller nor Buyer shall execute a document under power of attorney without the prior written consent of the other party approving both the power of attorney and the documents to be executed under it. 4. Conditions to Closing. You are instructed to close the transaction only upon complete satisfaction of all of the following conditions: 4.1 You are prepared and irrevocably committed to issue to the Seller the CLTA Title Policy. 4.2 You are able to comply with the following conditions of title as of the recordation of the Grant Deed: the Buyer's interest must be subject only to (a) the lien of real property taxes and assessments for the current fiscal year, not delinquent; (b) the lien of supplemental taxes that may be assessed as a result of revised assessed values; (c) assessments and bonds, not delinquent; and (d) exceptions Nos. set forth in the Preliminary Report. 4.3 You have received all the documents listed in Section 2, executed and notarized as required. 4.4 You hold all funds to be deposited pursuant to Section 2. 4.5 You are fully prepared to perform immediately each of the tasks set forth in Section 5 below. RBR'R39630\491343.1 Page 2 of Exhibit C