DEPOSIT AN ADDITIONAL FIVE HUNDRED THOUSAND AND NO/100THS DOLLARS ($500,000.00)
(THE "ADDITIONAL EARNEST MONEY DEPOSIT") WITH ESCROW AGENT WITHIN THREE (3)
BUSINESS DAYS AFTER THE TERMINATION DATE (AS DEFINED BELOW), WHICH ADDITIONAL
EARNEST MONEY DEPOSIT SHALL BECOME
PART OF THE "EARNEST MONEY DEPOSIT" HEREUNDER AND HELD PURSUANT TO THE TERMS OF
THE EARNEST MONEY ESCROW AGREEMENT.
FOR PURPOSES OF THE AGREEMENT, THE TERM
"EARNEST MONEY DEPOSIT" SHALL MEAN THE INITIAL EARNEST MONEY DEPOSIT, TOGETHER
WITH (IF APPLICABLE) THE ADDITIONAL EARNEST MONEY DEPOSIT; IN THE EVENT THAT
PURCHASER FAILS TO DEPOSIT WITH ESCROW AGENT ALL OR ANY PORTION OF THE
ADDITIONAL EARNEST MONEY DEPOSIT, IF APPLICABLE, AS AND WHEN REQUIRED HEREUNDER,
AND PURCHASER DOES NOT CURE SUCH FAILURE WITHIN TWO (2) BUSINESS DAYS AFTER
WRITTEN NOTICE FROM SELLER OF SUCH FAILURE, SELLER SHALL HAVE THE RIGHT TO
TERMINATE THIS AGREEMENT BY DELIVERING WRITTEN NOTICE THEREOF TO PURCHASER AND
RECEIVE THE DISBURSEMENT OF THE FULL AMOUNT OF THE INITIAL EARNEST MONEY
DEPOSIT, WHEREUPON THE PARTIES, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN,
SHALL HAVE NO FURTHER OBLIGATIONS HEREUNDER.
IN THE EVENT THAT THE EARNEST
MONEY DEPOSIT (AND/OR ANY INTEREST THEREON) IS REQUIRED TO BE PAID TO SELLER OR
PURCHASER PURSUANT TO THE TERMS OF THIS AGREEMENT, SELLER AND PURCHASER WILL
EACH EXECUTE AND DELIVER TO ESCROW AGENT A WRITTEN DIRECTION TO DISBURSE THE
EARNEST MONEY DEPOSIT (AND/OR SUCH INTEREST) TO SUCH PERSON.
5.
INDEPENDENT CONSIDERATION.
UPON EXECUTION OF THIS AGREEMENT,
PURCHASER HAS DELIVERED TO SELLER, AND SELLER ACKNOWLEDGES RECEIPT OF, FIFTY AND
NO/100 DOLLARS ($50.00) (THE "INDEPENDENT CONSIDERATION"), AS CONSIDERATION FOR
PURCHASER'S RIGHT TO PURCHASE THE PROPERTY AND FOR SELLER'S EXECUTION, DELIVERY
AND PERFORMANCE OF THIS AGREEMENT.
THE INDEPENDENT CONSIDERATION IS IN ADDITION
TO AND INDEPENDENT OF ANY OTHER CONSIDERATION OR PAYMENT PROVIDED FOR IN THIS
AGREEMENT, IS NON-REFUNDABLE AND SHALL BE RETAINED BY SELLER NOTWITHSTANDING ANY
OTHER PROVISION OF THIS AGREEMENT.
6.
DUE DILIGENCE.
(A)
SUBJECT TO THE RIGHTS OF TENANTS AT THE PROPERTY, PURCHASER AND
ANY REPRESENTATIVES DESIGNATED BY PURCHASER MAY, AT PURCHASER'S EXPENSE, AT
REASONABLE TIMES AND UPON REASONABLE PRIOR NOTICE TO SELLER, TO THE EXTENT
REASONABLY NECESSARY IN CONNECTION WITH THE PURCHASE OF THE PROPERTY,
(A) INSPECT ANY DOCUMENTS AND MATERIALS RELATED TO THE PROPERTY WHICH ARE IN THE
POSSESSION OF SELLER, EXCEPT AS EXCLUDED AS PROVIDED BELOW (COLLECTIVELY, THE
"EVALUATION MATERIALS") ON THE EXPRESS CONDITION THAT PURCHASER AGREES TO TREAT
THE EVALUATION MATERIALS CONFIDENTIAL, AS PROVIDED IN THIS AGREEMENT, AND
(B) INSPECT THE REAL PROPERTY (PROVIDED THAT SUCH INSPECTIONS OF THE REAL
PROPERTY SHALL BE NON-INVASIVE EXCEPT TO THE EXTENT APPROVED IN WRITING BY
SELLER IN ITS SOLE AND ABSOLUTE DISCRETION) (COLLECTIVELY, "INSPECTIONS").
PURCHASER ACKNOWLEDGES AND AGREES THAT THE EVALUATION MATERIALS ARE BEING
PROVIDED BY SELLER AS AN ACCOMMODATION TO PURCHASER AND WITHOUT REPRESENTATION,
RECOURSE OR WARRANTY BY SELLER AS TO THE ACCURACY OR COMPLETENESS THEREOF OR THE
SUITABILITY OF THE INFORMATION CONTAINED THEREIN FOR ANY PURPOSE WHATSOEVER,
UNLESS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT.
ALL ACTIONS TAKEN BY OR
ON BEHALF OF PURCHASER SHALL BE