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4.2. In the event Seller shall be entitled to the Deposit pursuant to Section 10.1, Escrowee shall pay the Deposit to Seller, and Seller shall retain the Deposit in accordance with Section 10.1 below. 4.3. In the event this Contract is terminated by Purchaser as a result of a default by Seller pursuant to Section 10.2, then, and only then, shall Escrowee (if it is holding the Deposit) pay the Deposit to Purchaser within three (3) Business Days. If Escrowee has delivered the Deposit to Seller in accordance with Section 4.1, in the event of such termination Seller shall. pay the Deposit to Purchaser within three (3) Business Days. 4.4. Purchaser may instruct the Escrowee to invest the Deposit in such short term, high grade securities, interest bearing bank accounts, bank certificates of deposit or bank repurchase agreements as mutually agreed by Escrowee, Seller and Purchaser, and all interest and income thereon shall belong to Purchaser and shall be remitted to Purchaser as and when received, irrespective of the disposition of the Deposit itself. 4.5. Escrowee, by signing this Contract where indicated, signifies its agreement to hold and disburse the Deposit for the purposes as provided in this Contract. Except for liability resulting from the negligence or willful misconduct of Escrowee, Escrowee shall not incur any liability by reason of any action or non -action taken by it in good faith or pursuant to the judgment or order of a court of competent jurisdiction. Escrowee shall have the right to reasonably rely upon the genuineness of all certificates, notices and instruments delivered to it pursuant hereto, and all the signatures thereto or to any other writing received by Escrowee purporting to be signed by any party hereto, and upon the truth of the contents thereof. 4.6. Except as otherwise provided for in Section 4.1, Escrowee shall not pay or deliver the Deposit to any party. 4.7. Escrowee shall be entitled to consult with counsel in connection with its duties hereunder. Seller and Purchaser, jointly and severally, agree to reimburse Escrowee, upon demand, for the reasonable out of pocket costs and expenses including attorneys' fees incurred by Escrowee in connection with its acting in its capacity as Escrowee. In the event of litigation relating to the subject matter of the escrow, whichever of Seller or Purchaser is not the prevailing party shall reimburse the prevailing party for any costs and fees paid by the prevailing party or paid from the escrowed funds to Escrowee. 4.8. To the extent required to consummate the transactions contemplated hereby, each party agrees to execute and deliver to Escrowee closing escrow instructions to implement and coordinate the Closing in accordance with the terms of this Contract. 5. "As -Is". "Where -Is". 5.1. Disclaimer. Purchaser acknowledges and agrees that it has been provided the opportunity to thoroughly inspect, investigate and exercise due diligence, and the opportunity to fully and independently become familiar with, and fully satisfy itself regarding, any and all matters relating to the Property. Without limiting the foregoing, pursuant to that certain Standard Industrial/Commercial Single -Tenant Lease - Net dated as of July 13, 2020, by and between Seller, as lessor, and The Illumination Foundation, a California nonprofit public benefit corporation ("Previous Lessee"), as lessee (the "Previous Lease"), that 5489135.2