SELLER SHALL PAY TO BUYER RENT IN THE MONTHLY
AMOUNT OF $115,833.34 (WHICH HAS BEEN CALCULATED BY USING AN ANNUAL PER SQUARE
FOOT RENTAL RATE OF $10.96) FOR A PERIOD OF TWELVE (12) MONTHS COMMENCING ON THE
DATE THAT IS THIRTY (30) DAYS AFTER THE EFFECTIVE DATE (AS DEFINED IN THE MASER
LEASE) AND ENDING ON APRIL
, 2007 [INSERT THE DATE THAT IS 12 MONTHS FROM
THE EFFECTIVE DATE] (THE "EXPIRATION DATE").
C.
ON THE CONTRACT DATE SELLER SHALL DEPOSIT $1,390,000.00 FROM THE
PROCEEDS OF THE SALE OF THE PROPERTY INTO AN INTEREST BEARING ESCROW ACCOUNT
WITH ESCROWEE (THE "ESCROW ACCOUNT") WHICH FUNDS SHALL BE HELD AND DISBURSED
PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT (THE "HOLDBACK").
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants
and agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and as a condition of
Buyer's agreement to acquire the Property, the parties hereto agree as follows:
1.
INCORPORATION OF RECITALS.
THE RECITALS ARE HEREBY INCORPORATED
INTO THIS SECTION 1 AS IF FULLY SET FORTH HEREIN.
2.
ESCROW; ESCROW FUNDS.
(A)
ESCROWEE HEREBY CERTIFIES THAT IT HAS RECEIVED THE FULL AMOUNT OF
THE HOLDBACK.
ALL FUNDS DEPOSITED WITH ESCROWEE PURSUANT TO THIS AGREEMENT AND
ANY INTEREST EARNED THEREON ARE HEREINAFTER REFERRED TO COLLECTIVELY AS THE
"ESCROW FUNDS".
T-1
SAID ESCROW FUNDS SHALL BE INVESTED BY THE ESCROWEE IN APPROVED INVESTMENTS (AS
HEREINAFTER DEFINED) AND ALL INVESTMENT INCOME AND APPRECIATION, LESS THE COST
OF THE INVESTMENT, SHALL ACCRUE AND REMAIN IN THE ESCROW ACCOUNT.
(B)
AS USED HEREIN, "APPROVED INVESTMENTS" SHALL MEAN A FEDERALLY
INSURED MONEY MARKET ACCOUNT AND ALLOWING FOR WITHDRAWAL UPON DEMAND.
ESCROWEE
IS AUTHORIZED TO SELL OR OTHERWISE REALIZE UPON SUCH INVESTMENTS AT ANY TIME AND
FROM TIME TO TIME WHEN FUNDS ARE REQUIRED FOR THE PURPOSES OF THIS AGREEMENT.
ALL RISK OF LOSS OR DIMINUTION IN INTEREST OR APPRECIATION UPON SUCH INVESTMENTS
SHALL BECOME A PART OF THE ESCROW FUNDS.
3.
APPOINTMENT OF ESCROWEE.
SELLER AND BUYER HEREBY APPOINT
ESCROWEE AS ESCROWEE PURSUANT TO THE TERMS OF THIS AGREEMENT AND ESCROWEE HEREBY
ACCEPTS SAID APPOINT­MENT PURSUANT TO THE TERMS HEREOF.
THE PARTIES AGREE THAT
ESCROWEE SHALL ACT IN ACCORDANCE WITH THE JOINT WRITTEN DIRECTION OF SELLER AND
BUYER ONLY, UNLESS OTHERWISE PROVIDED HEREIN.
4.
TERM.
THE OBLIGATIONS OF ESCROWEE UNDER THIS AGREEMENT SHALL
TERMINATE ON THE EARLIER TO OCCUR OF:
(A) COMPLETE DISBURSEMENT OF THE ESCROW
FUNDS PURSUANT TO PARAGRAPH 5 HEREOF, OR (B) TENDER OF THE ESCROW FUNDS INTO A
COURT OF COMPETENT JURISDICTION AS PERMITTED BY PARAGRAPH 9 HEREOF. UPON SUCH
TERMINATION, ESCROWEE SHALL BE RELIEVED FROM ALL DUTIES, OBLIGATIONS,
LIABILITIES AND RESPON­SIBILITIES HEREUNDER OTHER THAN THOSE THAT ACCRUED PRIOR
THERETO.
5.
DISBURSEMENT OF ESCROW FUNDS.
(A)
COMMENCING ON THE DATE THAT IS THIRTY (30) DAYS AFTER THE CONTRACT
DATE, ESCROWEE SHALL DISBURSE $115,833.34 ("MONTHLY RENT") TO BUYER, PURSUANT TO
WRITTEN DIRECTIONS PROVIDED BY BUYER TO ESCROWEE PRIOR TO THE DATE OF SUCH
INITIAL