Agmt 2010 Chang Income Property Partnership LP

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company as may be mutually agreed upon by the Parties. Upon the opening of escrow, the Parties shall deposit with the Escrow Agent an executed copy of this Agreement, which shall serve as the joint escrow instructions of Buyer and Seller for this transaction, together with such additional instructions as may be executed by the Parties and delivered to the Escrow Agent. Title Company shall prepare a preliminary Close of Escrow settlement statement ("Closing Statement") and shall deliver such statement to Buyer and Seller for approval no less than three (3) days prior to the Close of Escrow. 5. Closing Documents and Funds. (a) Seller. (A) By no later than two (2) business days prior to the Close of Escrow, Seller shall deposit into escrow all of the following: (i) the Deed, duly executed and acknowledged by Seller; and (ii) such additional duly executed instruments and documents as the Escrow Agent may reasonably require to consummate the transaction contemplated hereby, including without limitation, a Closing Statement, approved by Seller. (b) Buyer. (A) By no later than two (2) business days prior to the Close of Escrow, Buyer shall deposit into escrow all such duly executed instruments and documents as the Escrow Agent may reasonably require to consummate the transaction contemplated hereby including without limitation, a Closing Statement, approved by Buyer. (B) No less than one (1) business day prior to the Close of Escrow, Buyer shall deposit into escrow immediately available funds in the amount equal to: (i) the Purchase Price as adjusted by any prorations between the Parties; and (ii) all escrow fees, recording fees, governmental conveyance fees and transfer taxes, and all costs of any title insurance policy Buyer elects to purchase. 6. Close of Escrow. The Parties intend to close escrow within forty-five (45) days following the Effective Date, unless this Agreement is terminated pursuant to the terms hereof or extended by mutual agreement of the Parties. The Escrow Agent shall close escrow by: (i) delivering to each of Seller and Buyer afully-executed counterpart original of this Agreement duly executed by each Party and initialed by Buyer in Section 15 (unless the same has already been provided to each such Party; (ii) causing the Deed to be recorded in the official records of Alameda County, California; (iii) issuing a title policy pursuant to Buyer's instructions if Buyer has elected to purchase a policy, and delivering same to Buyer; (iv) delivering to Seller the monies constituting the Purchase Price less prorated amounts and charges to be paid by or on behalf of Seller (if any) as shown on the Closing Statement approved by Seller; and (v) delivering to Buyer a conformed copy of the Deed indicating recording information thereon. Possession of the Property shall be delivered to Buyer at the Close of Escrow. 1331533-6