Hunt
Undersigned herein acknowledged:
bebe studio realty, LLC
By:
bebe studio, Inc., sole member
By:
Manny Mashouf, Chairman
12
SUPPLEMENTAL ESCROW INSTRUCTIONS
TO:
WILSHIRE ESCROW COMPANY
ESCROW NO:
116254
DATE:
February 24, 2004
PAGE 1 OF 2
1)
WINDSOR EXCHANGE CORP., A CALIFORNIA
CORPORATION ("WINDSOR"), IS HEREBY SUBSTITUTED FOR 10345 OLYMPIC LLC, A
CALIFORNIA LIMITED LIABILITY COMPANY, EXCHANGOR, AS SELLER IN THIS ESCROW, IN
CONNECTION WITH EXCHANGOR'S DESIRE TO EFFECT A LIKE-KIND EXCHANGE PURSUANT TO
I.R.C. SECTION 1031.
2)
BUYER HEREBY ACKNOWLEDGES AND AGREES
THAT:
A)
WINDSOR WILL BE ACQUIRING THE REAL
PROPERTY DESCRIBED IN THIS ESCROW (THE "PROPERTY") CONCURRENTLY WITH WINDSOR'S
CONVEYANCE THEREOF TO BUYER, SOLELY FOR THE PURPOSE OF FACILITATING EXCHANGOR'S
DESIRE TO EFFECT A LIKE-KIND EXCHANGE.
WINDSOR HAS NOT MADE OR ASSUMED, NOR
SHALL WINDSOR BE LIABLE FOR, ANY COVENANT, OBLIGATION, REPRESENTATION OR
WARRANTY MADE BY EXCHANGOR CONCERNING OR AFFECTING THE PROPERTY OR THE CONDITION
THEREOF, EXCEPT WINDSOR'S AGREEMENT TO CONVEY THE PROPERTY TO BUYER IN
ACCORDANCE HEREWITH.
B)
BUYER HAS INVESTIGATED AND IS SATISFIED
WITH THE PROPERTY AND ALL CONTINGENCIES TO THIS TRANSACTION, AND SHALL ACQUIRE
THE PROPERTY "AS IS" AND WITHOUT REPRESENTATION OR WARRANTY OF WINDSOR.
BUYER
HEREBY RELEASES WINDSOR AND SHALL HOLD HARMLESS WINDSOR FROM AND AGAINST ANY
CLAIM, LIABILITY OR EXPENSE IN CONNECTION WITH THE PROPERTY OR ANY TERM OR
CONDITION OF THIS TRANSACTION.
C)
BUYER'S SOLE RECOURSE SHALL BE TO
PROCEED AGAINST EXCHANGOR WITH RESPECT TO ANY CLAIM OR ALLEGATION OF BUYER
CONCERNING THE PROPERTY OR ANY CONTINUING COVENANT, OBLIGATION, REPRESENTATION
OR WARRANTY OF EXCHANGOR IN CONNECTION WITH THIS TRANSACTION; AND EXCHANGOR
AGREES TO REMAIN LIABLE TO BUYER AND THAT THE CONVEYANCE OF THE PROPERTY TO
WINDSOR SHALL NOT RELIEVE EXCHANGOR THEREFROM.
3)
THE ACKNOWLEDGEMENTS AND AGREEMENTS OF
BUYER SET FORTH HEREIN SHALL SURVIVE THE CLOSE OF ESCROW AND RECORDATION OF ANY
DEED OR OTHER INSTRUMENT IN CONNECTION HEREWITH.
4)
ANY AND ALL PRORATIONS, ESCROW FEES AND
OTHER COSTS OF EXPENSES CHARGEABLE TO SELLER IN CONNECTION WITH CONVEYANCE OF
THE PROPERTY SHALL BE PAID FROM FUNDS OTHERWISE PAYABLE TO SELLER AT CLOSING.
YOU ARE INSTRUCTED TO PAY NET PROCEEDS OF SALE TO WINDSOR BY WIRE TRANSFER OR
CASHIER'S CHECK, AS DIRECTED BY WINDSOR.
5)
NEITHER THIS AMENDMENT NOR ANY EXISTING
ESCROW INSTRUCTIONS REFERRED TO HEREIN SHALL SUPERSEDE, AMEND OR MODIFY ANY
EXCHANGE OR OTHER AGREEMENT BETWEEN OR AMONG THE UNDERSIGNED PARTIES OUTSIDE OF
ESCROW.
As a matter of record, with which this escrow is not concerned, undersigned
herein understand and acknowledge that the officers and shareholders of Windsor
Exchange Corp. are the same officers and shareholders of Wilshire Escrow
Company, a California corporation.
6)
NOTWITHSTANDING ANY OTHER SPECIFIC
PROVISION HEREIN, EXCHANGOR HEREBY REQUESTS THAT THE CONVEYANCE OF THE PROPERTY
SHALL BE BY "DIRECT DEED" FROM EXCHANGOR TO BUYER PURSUANT TO THE PROVISIONS OF
INTERNAL REVENUE RULING 90-34.
13
ALL OTHER TERMS AND CONDITIONS OF THIS ESCROW SHALL REMAIN UNCHANGED.
ACCOMODATOR/SELLER:
BUYER:
Windsor Exchange Corp.
bebe studio realty, LLC
By:
By:
bebe studio, Inc., sole member
By:
By:
Manny Mashouf, Chairman