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Date: December 19, 2001
<br />Escrow No: 427175-M"O
<br />Page 4
<br />GENERAL PROVISIONS
<br />1. DEPOSIT OF FUNDS
<br />The law dealing with the disbursement of funds requires
<br />that all funds be available for withdrawal as a matter of right by the
<br />title entity's escrow and/or sub escrow account prior to disbursement
<br />of any funds. Only cash or wire transferred funds can be given
<br />immediate availability upon deposit. Cashier's checks, teller's checks
<br />and Certified checks may be available one business day after deposit.
<br />All other funds such as personal, corporate or partnership checks and
<br />drafts are subject to mandatory holding periods which may cause
<br />material delays in disbursement of funds in this escrow. In order to
<br />avoid delays, all fundings should be wire transfer. Outgoing wire
<br />transfers will not be authorized until confirmation of the respective
<br />incoming wire transfer or of availability of deposited checks.
<br />All funds received in this escrow shall be deposited with
<br />other escrow funds in a general escrow account or accounts of
<br />Fidelity National Title Company, with any state or national bank, or
<br />savings and loan association (the "depository Institution") and may
<br />be transferred to any other such general escrow account or accounts.
<br />The parties to this escrow acknowledge that the maintenance of such
<br />escrow accounts with some depository institutions may result in
<br />Escrow Holder's being provided with an array of bank services,
<br />accommodations or other benefits by the depository institution.
<br />Escrow Holder or its affiliates also may elect to enter into other
<br />business transactions with or obtain loans for investment or other
<br />purposes from the depository institution. All such services,
<br />accommodations and other benefits shall accrue to Escrow Holder
<br />and Escrow Holder shall have no obligation to account to the parties
<br />to this escrow for the value of such services, accommodations or
<br />other benefits.
<br />Said funds will not earn interest unless the instructions
<br />otherwise specifically state that funds shall be deposited in an
<br />interest -bearing account. All disbursements shall be made by check
<br />of Fidelity National Title Company. The principals to this escrow are
<br />hereby notified that the funds deposited herein are insured only to the
<br />limit provided by the Federal Deposit Insurance Corporation. Any
<br />instruction for bank wire will provide reasonable time or notice for
<br />Escrow Holder's compliance with such instruction. Escrow Holder's
<br />sole duty and responsibility shall be to place said wire transfer
<br />instructions with its wiring bank upon confirmation of 01 satisfaction
<br />of conditions precedent or (2) document recordation at close of
<br />escrow. Escrow Holder will NOT be held responsible for lost interest
<br />due to wire delays caused by any bank or the Federal Reserve
<br />System, and recommends that all parties make themselves aware of
<br />banking regulations with regard to placement of wires.
<br />In the event there is insufficient time to place a wire upon
<br />any such confirmation or the wires have closed for the day, the
<br />parties agree to provide written instructions for an alternative method
<br />of disbursement. WITHOUT AN ALTERNATIVE DISBURSEMENT
<br />INSTRUCTION, FUNDS WILL BE HELD IN TRUST IN A NON -INTEREST
<br />BEARING ACCOUNT UNTIL THE NEXT OPPORTUNITY FOR WIRE
<br />PLACEMENT.
<br />To the extent provided by law, if for any reason funds are
<br />retained or remain in escrow following the close of escrow, you are
<br />to deduct therefrom a reasonable monthly charge as custodian
<br />thereof of not less than $10.00 per month.
<br />2. PRORATIONS AND ADJUSTMENTS
<br />All prorations and/or adjustments called for in this escrow
<br />are to be made on the basis of a thirty (30) day month unless
<br />otherwise instructed in writing. You are to use information contained
<br />on last available tax statement, rental statement as provided by the
<br />Seller, beneficiary's statement and fire insurance policy delivered into
<br />escrow for the prorations provided for herein.
<br />3. SUPPLEMENTAL TAXES
<br />The within described property may be subject to
<br />supplemental real property taxes due to the change of ownership
<br />taking place through this escrow. Any supplemental real property
<br />taxes arising as a result of the transfer of the property to Buyer shall
<br />be the sole responsibility of Buyer and any supplemental real property
<br />taxes arising prior to the closing date shall be the sole responsibility
<br />of the Seller. TAX BILLS ISSUED AFTER CLOSE OF ESCROW SHALL
<br />BE HANDLED DIRECTLY BETWEEN BUYER AND SELLER.
<br />4. UTILITIES/POSSESSION
<br />Transfer of utilities and possession of the premises are to
<br />be settled by the parties directly and outside escrow.
<br />5. PREPARATION AND RECORDATION OF INSTRUMENTS
<br />Escrow Holder is authorized to prepare, obtain, record and
<br />deliver the necessary instruments to carry out the terms and
<br />conditions of this escrow and to order the policy of title insurance to
<br />be issued at close of escrow as called for in these instructions. Close
<br />of escrow shall mean the date instruments are recorded.
<br />6. AUTHORIZATION TO FURNISH COPIES
<br />You are authorized to furnish copies of these instructions,
<br />supplements, amendments, notices of cancellation and closing
<br />statements, to the Real Estate Broker(s) and Lender(s) named in this
<br />escrow.
<br />7. RIGHT OF CANCELLATION
<br />Any principal instructing you to cancel this escrow shall file
<br />notice of cancellation in your office in writing. You shall, within two
<br />(2) working days thereafter, deliver, one copy of such notice to each
<br />of the other principals at the addresses stated in this escrow.
<br />UNLESS WRITTEN OBJECTION TO CANCELLATION IS FILED IN
<br />YOUR OFFICE BY A PRINCIPAL WITHIN TEN 110) DAYS AFTER DATE
<br />OF SUCH MAILING, YOU ARE AUTHORIZED TO COMPLY WITH
<br />SUCH NOTICE AND DEMAND PAYMENT OF YOUR CANCELLATION
<br />CHARGES. If written objection is filed, you are authorized to hold all
<br />money and instruments in this escrow and take no further action until
<br />otherwise directed, either by the principals' mutual written
<br />instructions, or by final order of a court of competent jurisdiction.
<br />8. PERSONAL PROPERTY
<br />No examination or insurance as to the amount or payment
<br />of personal property taxes is required unless specifically requested.
<br />By signing these General Provisions, the parties to the
<br />escrow hereby acknowledge that they are indemnifying the Escrow
<br />Holder against any and all matters relating to any "Bulk Sales"
<br />requirements, and instruct Escrow Agent to proceed with the closing
<br />of escrow without any consideration of matter of any nature
<br />whatsoever regarding "Bulk Sales" being handled through escrow.
<br />9. RIGHT OF RESIGNATION
<br />Escrow Holder has the right to resign upon ten 00) days
<br />written notice delivered to the principals herein. If such right is
<br />exercised, all funds and documents shall be returned to the party who
<br />deposited them and Escrow Holder shall have no liability hereunder.
<br />10. AUTHORIZATION TO EXECUTE ASSIGNMENT OF HAZARD
<br />INSURANCE POLICIES
<br />Either Buyer, Seller and/or Lender may hand you the
<br />insurance agent's name and insurance policy information, and you are
<br />to execute, on behalf of the principals hereto, form assignments of
<br />interest in any insurance policy (other than title insurance) called for
<br />in this escrow, forward assignment and policy to the insurance agent,
<br />requesting that the insurer consent to such transfer and/or attach a
<br />loss payable clause and/or such other endorsements as may be
<br />required, and forward such policy(s) to the principals entitled thereto.
<br />It is not your responsibility to verify the information handed you or
<br />the assignability of said insurance. Your sole duty is to forward said
<br />request to insurance agent at close of escrow.
<br />Further, there shall be no responsibility upon the part of
<br />Escrow Holder to renew hazard insurance policy(s) upon expiration or
<br />otherwise keep it in force either during or subsequent to the close of
<br />escrow. Cancellation of any existing hazard insurance policies is to
<br />be handled directly by the principals, and outside of escrow.
<br />11. ACTION IN INTERPLEADER
<br />The principals hereto expressly agree that you, as Escrow
<br />Holder, have the absolute right at your election to file an action in
<br />interpleader requiring the principals to answer and litigate their
<br />several claims and rights among themselves and you are authorized
<br />to deposit with the clerk of the court all documents and funds held
<br />in this escrow. In the event such action is filed, the principals jointly
<br />and severally agree to pay your cancellation charges and costs,
<br />expenses and reasonable attorney's fees which you are required to
<br />expend or incur in such interpleader action, the amount thereof to be
<br />fixed and judgment therefor to be rendered by the court. Upon the
<br />filing of such action, you shall thereupon be fully released and
<br />discharged from all obligations imposed by the terms of this escrow
<br />or otherwise.
<br />12. TERMINATION OF AGENCY OBLIGATION
<br />If there is no action taken on this escrow within six (6)
<br />months after the "time limit date" as set forth in the escrow
<br />instructions or written extension thereof, your agency obligation shall
<br />terminate at your option and all documents, monies or other items
<br />held by you shall be returned to the parties depositing same. In the
<br />event of cancellation of this escrow, whether it be at the request of
<br />any of the principals or otherwise, the fees and charges due Fidelity
<br />National Title Company, including expenditures incurred and/or
<br />authorized shall be borne equally by the parties hereto (unless
<br />otherwise agreed to specifically).
<br />13. CONFLICTING INSTRUCTIONS
<br />Upon receipt of any conflicting instructions, you are to take
<br />no action in connection with this escrow until non -conflicting
<br />instructions are received from all of the principals to this escrow
<br />(subject to sections 7, 9, 11 and 12 above).
<br />14. REIMBURSEMENT ATTORNEY FEES/ESCROW HOLDER
<br />In the event that a suit is brought by any party or parties to
<br />these escrow instructions to which the Escrow Holder is named as a
<br />party which results in a judgment in favor of the Escrow Holder and
<br />against a principal or principals herein, the principals or principals'
<br />agent agree to pay said Escrow Holder all costs, expenses and
<br />reasonable attorney's fees which it may expend or incur in said suit,
<br />the amount thereof to be fixed and judgment therefore to be rendered
<br />by the court in said suit.
<br />15. DELIVERY/RECEIPT
<br />Delivery to principals as used in these instructions unless
<br />otherwise stated herein is to be by regular mail, and receipt is
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