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June 27, 2005 Page 3 4.6 You have complied with all provisions of these Instructions, and all matters required hereunder have been performed except for actual disbursement of final payments of funds held in the Escrow, and recordation or final distribution of documents held in the Escrow. 4.7 You have received separate written notices from Seller and from Buyer authorizing you to close. If you do not receive such notices, you shall notify Seller and Buyer immediately, but shall do nothing further other than hold all funds and documents until you receive further written instructions signed by both parties, or receive an order from a court of competent jurisdiction. 5. Closin .You shall close the Escrow no later than the Close of Escrow Date. All documents deposited into this Escrow by Seller and Buyer, if signed by the appropriate party, are to be deemed executed, but such documents shall not be deemed delivered until all deliveries, payments and other procedures that are part of this Escrow have been accomplished. You are authorized and instructed to close this transaction (a) only when all conditions set forth in Section 4 have been fully satisfied, and (b) only when you can perform all of the following tasks in the order set forth below. 5.1 Verify that all documents have all Exhibits attached. 5.2 Compile originals of any documents delivered to you in counterparts. 5.3 Record the Grant Deed in the Official Records of Alameda County, California. 5.4 Record the Easement Deed in the Official Records of Alameda County, California. 5.5 Issue and deliver CLTA Title Policy to Seller. 5.6 Pay to Seller all sums due Seller under the terms of the Purchase Contract and Section 2.3.2 of these Instructions. Such sums to be paid to Seller shall be paid by bank wire transfer to Seller's Account No. at Bank, and without any deductions, prorations or adjustments except as required pursuant to these Instructions and the Purchase Contract. 5.7 Pay all closing, escrow, recording and title costs, transfer taxes, insurance premiums, prorated expenses, and other costs incurred in this Escrow in accordance with the Purchase Contract, and show the exact amount of each item paid pursuant to this Section on the closing statement for Seller or Buyer, as applicable. 5.8 Deliver to the Buyer the fully executed original of the Grant Deed, after endorsement thereof by the Alameda County Recorder, and a copy of the CLTA Title Policy. 5.9 Deliver to the Seller the fully executed original of the Easement Deed, after endorsement thereof by the Alameda County Recorder. 5.10 Deliver the other documents listed in Section 2 to the appropriate person. RBR"I139630\491343.1 Page 3 of Exhibit C