HOLDER
SHALL NOTIFY THE PARTIES IN WRITING OF THE DATE OF SUCH RECEIPT. THIS AGREEMENT
SHALL CONSTITUTE JOINT ESCROW INSTRUCTIONS TO ESCROW HOLDER.
THE PARTIES SHALL
EXECUTE SUCH ADDITIONAL INSTRUCTIONS NOT INCONSISTENT WITH THE PROVISIONS OF
THIS AGREEMENT WHICH MAY BE REASONABLY REQUIRED BY ESCROW HOLDER AND SHALL BE
BOUND BY ESCROW HOLDER'S GENERAL INSTRUCTIONS, BUT IF ANY CONFLICT BETWEEN THE
PROVISIONS OF THIS AGREEMENT AND THE PROVISIONS OF ESCROW HOLDER'S GENERAL
INSTRUCTIONS EXISTS OR ARISES, THEN THE PROVISIONS OF THIS AGREEMENT SHALL
CONTROL.
ESCROW HOLDER IS DESIGNATED THE "REAL ESTATE REPORTING PERSON" FOR
PURPOSES OF SECTION 6045 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED AND
TREASURY REGULATION 1.6045-4, AND ANY INSTRUCTIONS OR SETTLEMENT STATEMENT
PREPARED BY ESCROW HOLDER SHALL SO PROVIDE.
ESCROW HOLDER SHALL BE RESPONSIBLE
FOR FILING FORM 1099-S WITH THE INTERNAL REVENUE SERVICE.
3.2
INITIAL DEPOSIT.
(A)
BUYER HAS PREVIOUSLY DELIVERED THE INITIAL DEPOSIT TO ESCROW
HOLDER.
(B)
AT ALL TIMES, THE INITIAL DEPOSIT (AND ANY EXTENSION DEPOSIT LATER
RECEIVED) SHALL BE (A) NON-REFUNDABLE TO BUYER FOR ANY REASON, AND
(B) CREDITABLE TO PAYMENT OF THE PURCHASE PRICE AT CLOSING.
SELLER SHALL HAVE
THE UNIMPEDED RIGHT TO USE THE INITIAL DEPOSIT TO PAY TO TENANT LEASE
TERMINATION FEES INCURRED PURSUANT TO THE LEASE TERMINATION AGREEMENT, AND ALL
SUCH PAYMENTS SHALL BE NON-RECOVERABLE BY BUYER.
(C)
ESCROW HOLDER SHALL INVEST THE DEPOSIT AS DIRECTED BY BUYER IN
WRITING; PROVIDED THAT THE DEPOSIT SHALL NOT BE INVESTED IN ANY AFFILIATE OF OR
PARTY RELATED TO BUYER.
ALL INTEREST EARNED ON THE DEPOSIT SHALL BE ADDED TO
AND COMPRISE PART OF THE DEPOSIT AND USED FOR PAYMENT OF THE PURCHASE PRICE.
4.
BUYER'S INSPECTIONS AND FEASIBILITY INVESTIGATIONS.
4.1
TITLE.
(A)
SELLER, AT BUYER'S SOLE COST AND EXPENSE, HAS DELIVERED TO BUYER A
CURRENT PRELIMINARY REPORT ("PRELIMINARY REPORT") OF TITLE TO THE PROPERTY,
ISSUED BY THE TITLE COMPANY, TOGETHER WITH LEGIBLE COPIES OF ALL DOCUMENTS
REFERENCED IN THE PRELIMINARY REPORT AS EXCEPTIONS TO TITLE AND TO A PLOT PLAN
FOR THE PROPERTY SHOWING ALL THE LOCATIONS OF ALL RECORDED EASEMENTS.
SELLER
HAS ALSO DELIVERED TO BUYER ANY SURVEY OF THE PROPERTY IN SELLER'S POSSESSION.
ALL OBJECTIONS TO TITLE, IF ANY, HAVE BEEN WAIVED BY BUYER.
ADDITIONALLY, ALL
MONETARY LIENS OR ENCUMBRANCES, WHETHER OR NOT BUYER SPECIFICALLY OBJECTS TO
THEM, SHALL BE DEEMED "DISAPPROVED EXCEPTIONS" AND SELLER SHALL ELIMINATE THEM
BEFORE OR CONCURRENTLY WITH THE CLOSING.
(B)
SELLER SHALL DELIVER TITLE TO THE PROPERTY AT THE CLOSING SUBJECT
ONLY TO THE PERMITTED EXCEPTIONS.
SELLER SHALL USE REASONABLE EFFORTS TO REMOVE
ANY EXCEPTIONS TO TITLE SHOWN ON ANY SUPPLEMENT TO THE PRELIMINARY REPORT THAT
MAY BE ISSUED FROM TIME TO TIME BY THE TITLE COMPANY AT OR BEFORE THE CLOSING.
ALTERNATIVELY, SELLER SHALL CAUSE THE TITLE COMPANY TO ENDORSE OVER SUCH
EXCEPTIONS AT THE CLOSING PURSUANT TO TITLE ENDORSEMENTS SATISFACTORY TO BUYER,
UNLESS BUYER EXPRESSLY APPROVES SUCH EXCEPTIONS IN WRITING, OR UNLESS SUCH
EXCEPTIONS ARE PERMITTED EXCEPTIONS.
4.2
FEASIBILITY STUDY.
SELLER HAS PROVIDED BUYER WITH COMPLETE COPIES
OF ALL STUDIES,