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(b) At the Close of Escrow, the Initial Deposit, all additional deposits, and all other amounts deposited into Escrow by Buyer in partial payment of the Purchase Price, plus the interest accrued thereon if any,(collectively, "Deposit"), shall be credited against the Purchase Price, or in the event of Buyer's default, shall be paid to Seller as liquidated damages as provided in Section 15 below,or in the event of Seller's default,returned to Buyer. (c) Balance of Purchase Price. On or before the Close of Escrow, Buyer shall deposit with Escrow Holder the balance of the Purchase Price, in immediately available funds, which shall be paid to Seller at Close of Escrow. 4. Escrow. (a) Opening of Escrow. On or before the fifth (5th) business day following the Effective Date,Buyer shall open an escrow ("Escrow")with Escrow Holder. Buyer and Seller agree to execute and deliver to Escrow Holder, in a timely manner, all escrow instructions necessary to consummate the transaction contemplated by this Agreement. Any such supplemental instructions shall not conflict with, amend or supersede any ptrtion of this Agreement. If there is any inconsistency between such supplemental instructions and this Agreement, this Agreement shall control, unless otherwise agreed in writing by Buyer and Seller. (b) Close of Escrow. For purposes of this Agreement, "Close of Escrow" shall be defined as the date that the Grant Deed(as hereinafter defined)is recorded in the Official Records of San Joaquin County, California. The Close of Escrow for the Property shall occur on or before thirty (30) days following the expiration or satisfaction of the Contingency Period(as hereinafter defined),and any extensions thereof, as the case may be. Notwithstanding the forgoing,if Seller elects not to proceed with an DRC 1031 exchange pursuant to Section 18 of this Agreement, then the Close of Escrow shall not occur prior to January 1, 2008 without Seller's prior written consent, which may be withheld in Seller's sole discretion. 5. Conditions of Title. The Property shall be conveyed to Buyer by Seller by Grant Deed, in the form customarily used by Escrow Holder in San Joaquin County("Grant Deed"),free and clear of all tenancies, possessory interests, liens and other encumbrances of any kind or nature and subject only to (a)alien to secure payment of real estate taxes, not delinquent; (b) and all other title matters affecting the Property created by or with the written consent of Buyer; and (c)exceptions to title approved and/or accepted by Buyer in accordance with this Agreement (collectively, "Approved Conditions of Title'). 6. Buyer's Conditions to Close of Escrow. (a) Contingency Period: Buyer's obligation to consummate the acquisition of the Promitv shall be s ib'eck tisfaction of the following conditions(or Buyer's waiver thereof)within after the Effective Date(the"Contingency Period"),which are for uycr's sole benefit: (i) Title. Buyer shall have the right to approve any and all matters and exceptions to title of the Property, including the legal description and those exceptions disclosed by the following documents and instruments (collectively, "Title Documents"): (A)a Preliminary Report ("Preliminary Report") issued by Escrow Holder with respect to the Property and all matters referenced therein; and(B)legible copies of all documents,whether recorded or unrecorded,referred to in such Preliminary Report. Buyer shall request Escrow Holder to deliver the Title Documents to Buyer after Seller's execution of this Agreement. Buyer shall, on or before thirty (30) days following the receipt of the Title Documents from Escrow Holder or thirty (30) days after the Effective Date, -2- PSA Stockton-Farmington Sanchez Finat 0530.07