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5489135.1 4 <br />4.2. In the event Seller shall be entitled to the Deposit pursuant to Section 10.1, Escrowee shall <br />pay the Deposit to Seller, and Seller shall retain the Deposit in accordance with Section 10.1 <br />below. <br />4.3. In the event this Contract is terminated by Purchaser as a result of a default by Seller <br />pursuant to Section 10.2, then, and only then, shall Escrowee (if it is holding the Deposit) <br />pay the Deposit to Purchaser within three (3) Business Days. If Escrowee has delivered the <br />Deposit to Seller in accordance with Section 4.1, in the event of such termination Seller shall <br />pay the Deposit to Purchaser within three (3) Business Days. <br />4.4. Purchaser may instruct the Escrowee to invest the Deposit in such short term, high grade <br />securities, interest bearing bank accounts, bank certificates of deposit or bank repurchase <br />agreements as mutually agreed by Escrowee, Seller and Purchaser, and all interest and <br />income thereon shall belong to Purchaser and shall be remitted to Purchaser as and when <br />received, irrespective of the disposition of the Deposit itself. <br />4.5. Escrowee, by signing this Contract where indicated, signifies its agreement to hold and <br />disburse the Deposit for the purposes as provided in this Contract. Except for liability <br />resulting from the negligence or willful misconduct of Escrowee, Escrowee shall not incur <br />any liability by reason of any action or non-action taken by it in good faith or pursuant to <br />the judgment or order of a court of competent jurisdiction. Escrowee shall have the right to <br />reasonably rely upon the genuineness of all certificates, notices and instruments delivered <br />to it pursuant hereto, and all the signatures thereto or to any other writing received by <br />Escrowee purporting to be signed by any party hereto, and upon the truth of the contents <br />thereof. <br />4.6. Except as otherwise provided for in Section 4.1, Escrowee shall not pay or deliver the <br />Deposit to any party. <br />4.7. Escrowee shall be entitled to consult with counsel in connection with its duties hereunder. <br />Seller and Purchaser, jointly and severally, agree to reimburse Escrowee, upon demand, for <br />the reasonable out of pocket costs and expenses including attorneys’ fees incurred by <br />Escrowee in connection with its acting in its capacity as Escrowee. In the event of litigation <br />relating to the subject matter of the escrow, whichever of Seller or Purchaser is not the <br />prevailing party shall reimburse the prevailing party for any costs and fees paid by the <br />prevailing party or paid from the escrowed funds to Escrowee. <br />4.8. To the extent required to consummate the transactions contemplated hereby, each party <br />agrees to execute and deliver to Escrowee closing escrow instructions to implement and <br />coordinate the Closing in accordance with the terms of this Contract. <br />5. “As-Is”. “Where-Is”. <br />5.1. Disclaimer. Purchaser acknowledges and agrees that it has been provided the opportunity <br />to thoroughly inspect, investigate and exercise due diligence, and the opportunity to fully <br />and independently become familiar with, and fully satisfy itself regarding, any and all <br />matters relating to the Property. Without limiting the foregoing, pursuant to that certain <br />Standard Industrial/Commercial Single-Tenant Lease - Net dated as of July 13, 2020, by <br />and between Seller, as lessor, and The Illumination Foundation, a California nonprofit <br />public benefit corporation (“Previous Lessee”), as lessee (the “Previous Lease”), that <br />EXHIBIT 1