Common use of Earnest Money Clause in Contracts

Earnest Money. (a) On the Effective Date (defined in XXXXXXX 9.14), as a condition to the continued effectiveness of this Contract, Buyer shall deposit with Marble Title Company, L.L.C. (TITLE COMPANY), as agent for Chicago Title Insurance Company (CLOSING AGENT), 2001 Bryan Street, Suite 1700, Dallas, Texas 75201, Xxxxxxxxx: Kerri A. Majors, Phone: (214) 965-1672, Fax: (214) 000-0000, $000,000 in (x) xxxxxxxxxxx available federal xxnds or (ii) the form of an unconditional and irrevocable letter of credit in favor of Seller and Closing Agent on terms and from an issuer reasonably acceptable to Seller (a LETTER OF CREDIT) (the EARNEST MONEY). (b) The Earnest Money, if paid in the xxxx xf immediately xxxxxxxle federal funds (and not by Letter of Credit), shall be applied to the Purchase Price at Closing, however, any Letter of Credit shall be returned to Buyer after Closing with no portion of its funds having been credited against the Purchase Price. The Earnest Money is non-refundable to Buyer in all evxxxx, xxcept for a Seller default or as otherwise specifically set forth herein. If Buyer fails to deliver the Earnest Money, this Contract will automatically terminate. If Buyer fails to close the transaction on January 31, 2005, and the Closing is not extended by mutual written agreement of the parties or pursuant to the provisions of SECTION 6.1, this Contract will automatically terminate, the Earnest Money will be paid to Seller and the partixx xxxx have no further obligations to each other. If any of the Earnest Money is in the form of a Letter of Credit xxxx, any reference in this Contract to Seller being paid any portion of the Earnest Money is deemed to include and Seller shalx xxxx the right to draw upon the Letter of Credit and retain the proceeds. (c) If this Contract does not close, the Earnest Money will be paid or the Closing Agent shxxx xxxiver the Letter of Credit as provided in this Contract. Closing Agent shall, promptly upon receipt, place the wire transferred Earnest Money in a federally insured, interest beaxxxx xxcount. All interest on the Earnest Money becomes part of the Earnest Money. All xxxxrest on the Earnest Money wxxx xx reported to the Internal Revxxxx Xxrvice as income of Buyer. Buyer shall promptly execute and deliver to Closing Agent all forms reasonably requested by Closing Agent with respect to the Earnest Money. Buyer acknowledges and agrees that, xxxxxx for a default by Sellers under SECTION 7.1 or SECTION 7.2 or the occurrence of a Major Casualty prior to Closing, the Earnest Money is non-refundable to Buyer. Buyer acxxxxxxxges and agrees that, except for a default by Sellers under SECTION 7.1 or SECTION 7.2 or the occurrence of a Major Casualty occurs prior to Closing, the Earnest Money is non-refundable to Buyer. (d) Closing Xxxxx is authorized and directed to pay the Earnest Money and/or deliver any Letter of Credit xxx xxx portion of the Earnest Money to the party entitled to receive the Earnest Money under the terms of this Contract. Sexxxxx xr Buyer, as appropriate, shall deliver a letter of instruction to Closing Agent directing the disbursement of the Earnest Money or the delivery of the Letter of Crexxx xx the party or parties entitled to receive the Earnest Money promptly upon receipt of a demand frxx xxxx party or parties. (e) Upon delivery of the Letter of Credit, if any, to Seller, Seller is authorized to immediately present it to the issuer for payment. (f) The Letter of Credit shall contain an expiry date of not earlier than April 29, 2005. If, for whatever reason, Seller has been unable to present the Letter of Credit for payment on or before March 29, 2005, or if, once presented, Seller has not been paid the full amount of the Letter of Credit by March 29, 2005, in any such case, Buyer shall immediately cause a substitute Letter of Credit to be issued in the same amount with an expiry date of no earlier than May 30, 2005 (this process shall continue monthly until the Letter of Credit is either delivered to Buyer or tendered by Seller to the issuing bank such that they do not expire prior thereto). If, for whatever reason, Buyer fails to cause a substitute Letter of Credit to be issued at least twenty-five (25) days prior to the expiry date of the existing Letter of Credit, then Buyer and Seller hereby authorize Closing Agent to immediately present the existing Letter of Credit for payment and, once paid, to hold the proceeds as "Earnest Money" in accordance with the terms of thix Xxxxxact. Buyer and Seller agree that Closing Agent is authorized to present the Letter of Credit for payment even if Buyer has delivered instructions to the contrary to Closing Agent; provided, that Closing Agent shall not present the existing Letter of Credit as authorized by this SECTION 1.3(f) only if Closing Agent receives written instructions to the contrary from both Buyer and Seller. TO SIGNIFY THEIR AWARENESS AND AGREEMENT TO BE BOUND BY THE TERMS, OF THIS SECTION 1.3(f), BUYER AND SELLER, THROUGH THEIR AUTHORIZED REPRESENTATIVES HAVE SEPARATELY INITIALED THIS SECTION 1.3(f). This SECTION 1.3(f) shall survive the termination or expiration of this Contract.

Earnest Money. (a) On the Effective Date (defined in XXXXXXX XXXXXXN 9.14), as a condition to the continued effectiveness of this Contract, Buyer shall deposit with Marble Title Company, L.L.C. (TITLE COMPANY), as agent for Chicago Title Insurance Company (CLOSING AGENT), 2001 Bryan Street, Suite 1700, Dallas, Texas 7520175200, Xxxxxxxxx: Kerri A. Majors, Phone: (214) 965-1672, Fax: (214) 000-0000, $000,000 001,000 in (x) xxxxxxxxxxx xxxxxxxxxxy available federal xxnds xxxxxxx xunds or (ii) the form of an unconditional and irrevocable letter of credit in favor of Seller and Closing Agent on terms and from an issuer reasonably acceptable to Seller (a LETTER OF CREDIT) (the EARNEST MONEY). (b) The Earnest Money, if paid in the thx xxxx xf of immediately xxxxxxxle xxxxxxble federal funds (and not by Letter of Credit), shall be applied to the Purchase Price at Closing, however, any Letter of Credit shall be returned to Buyer after Closing with no portion of its funds having been credited against the Purchase Price. The Earnest Money is non-refundable to Buyer in all evxxxxexxxxx, xxcept except for a Seller default or as otherwise specifically set forth herein. If Buyer fails to deliver the Earnest Money, this Contract will automatically terminate. If Buyer fails to close the transaction on January 31, 2005, and the Closing is not extended by mutual written agreement of the parties or pursuant to the provisions of SECTION 6.1, this Contract will automatically terminate, the Earnest Money will be paid to Seller and the partixx xxxx partxxx xxxl have no further obligations to each other. If any of the Earnest Money is in the form of a Letter of Credit Credix xxxx, any reference in this Contract to Seller being paid any portion of the Earnest Money is deemed to include and Seller shalx shaxx xxxx the right to draw upon the Letter of Credit and retain the proceeds. (c) If this Contract does not close, the Earnest Money will be paid or the Closing Agent shxxx xxxiver sxxxx xxliver the Letter of Credit as provided in this Contract. Closing Agent shall, promptly upon receipt, place the wire transferred Earnest Money in a federally insured, interest beaxxxx xxcountbexxxxx xccount. All interest on the Earnest Money becomes part of the Earnest Money. All xxxxrest xxxerest on the Earnest Money wxxx xxxx xx reported to the Internal Revxxxx Xxrvice Rexxxxx Xervice as income of Buyer. Buyer shall promptly execute and deliver to Closing Agent all forms reasonably requested by Closing Agent with respect to the Earnest Money. Buyer acknowledges and agrees that, xxxxxx except for a default by Sellers under SECTION 7.1 or SECTION 7.2 or the occurrence of a Major Casualty prior to Closing, the Earnest Money is non-refundable to Buyer. Buyer acxxxxxxxges axxxxxxxdges and agrees that, except for a default by Sellers under SECTION 7.1 or SECTION 7.2 or the occurrence of a Major Casualty occurs prior to Closing, the Earnest Money is non-refundable to Buyer. (dx) Closing Xxxxx Agent is authorized and directed to pay the Earnest Money and/or deliver any Letter of Credit xxx xxx xxy portion of the Earnest Money to the party entitled to receive the Earnest Xxxxxst Money under the terms of this Contract. Sexxxxx xr Sellers or Buyer, as appropriate, shall deliver a letter of instruction to Closing Agent directing the disbursement of the Earnest Money or the delivery of the Letter of Crexxx Crxxxx xx the party or parties entitled to receive the Earnest Money promptly upon receipt of a demand frxx xxxx fxxx xxxt party or parties. (e) Upon delivery of the Letter of Credit, if any, to Seller, Seller is authorized to immediately present it to the issuer for payment. (f) The Letter of Credit shall contain an expiry date of not earlier than April 29, 2005. If, for whatever reason, Seller has been unable to present the Letter of Credit for payment on or before March 29, 2005, or if, once presented, Seller has not been paid the full amount of the Letter of Credit by March 29, 2005, in any such case, Buyer shall immediately cause a substitute Letter of Credit to be issued in the same amount with an expiry date of no earlier than May 30, 2005 (this process shall continue monthly until the Letter of Credit is either delivered to Buyer or tendered by Seller to the issuing bank such that they do not expire prior thereto). If, for whatever reason, Buyer fails to cause a substitute Letter of Credit to be issued at least twenty-five (25) days prior to the expiry date of the existing Letter of Credit, then Buyer and Seller hereby authorize Closing Agent to immediately present the existing Letter of Credit for payment and, once paid, to hold the proceeds as "Earnest Money" in accordance with the terms of thix Xxxxxactthxx Xxxxract. Buyer and Seller agree that Closing Agent is authorized to present the Letter of Credit for payment even if Buyer has delivered instructions to the contrary to Closing Agent; provided, that Closing Agent shall not present the existing Letter of Credit as authorized by this SECTION 1.3(f) only if Closing Agent receives written instructions to the contrary from both Buyer and Seller. TO SIGNIFY THEIR AWARENESS AND AGREEMENT TO BE BOUND BY THE TERMS, OF THIS SECTION 1.3(f), BUYER AND SELLER, THROUGH THEIR AUTHORIZED REPRESENTATIVES HAVE SEPARATELY INITIALED THIS SECTION 1.3(f). This SECTION 1.3(f) shall survive the termination or expiration of this Contract.

Earnest Money. (a) On Upon the Effective Date (defined in XXXXXXX 9.14), as a condition to the continued effectiveness xxxxxxxon of this ContractAgreement, Buyer shall deposit with Marble Title Company, L.L.C. (TITLE COMPANY), as agent for Chicago Highwoods will deliver to Investors Title Insurance Company (CLOSING AGENT), 2001 Bryan Street, Suite 1700, Dallas, Texas 75201, Xxxxxxxxx: Kerri A. Majors, Phone: (214) 965-1672, Fax: (214) 000-0000, $000,000 in (x) xxxxxxxxxxx available federal xxnds or (iihereinafter referred to as the "Escrow Agent") the form sum of an unconditional One Hundred Thousand and irrevocable letter of credit in favor of Seller and Closing Agent on terms and from an issuer reasonably acceptable to Seller no/100 Dollars (a LETTER OF CREDIT$100,000.00) (hereinafter the EARNEST MONEY"Earnest Money"). (b) . The Exxxxxx Money shall be dxxxxxxxd by the Escrow Agent into an interest bearing account at the direction of Highwoods, and shall be paid to Owner or Highwoods according to the provisions set forth below. Upon Closing, the Escrow Agent shall deliver all Earnest Money, plus inxxxxxx which has accrued thereon, to Highwoods. In the event the transaction contemplated by this Agreement is not closed solely because of any default on the part of Owner, or if paid any of the conditions precedent set forth in Section 8.01 fail to be satisfied at Closing, or if Highwoods terminates its obligations set forth herein pursuant to any other provision of this Agreement, then the Escrow Agent shall pay to Highwoods all Earnest Money, including xxxxxxst which has accrued thereon, but such return shall not affect any other remedies available to Highwoods in the xxxx xf immediately xxxxxxxle federal funds event of a breach of this Agreement by Owner. In the event the transaction contemplated by this Agreement is not closed solely because of any default on the part of Highwoods, then the Escrow Agent shall pay to Owner all Earnest Money, including xxxxxxst which has accrued thereon, and such payment, when added to the $1,900,000.00 payment due from Highwoods to Owner (and not by Letter in the event of Credit)Highwoods' default hereunder) pursuant to Section 15 hereof, shall be applied to the Purchase Price at Closingand represent liquidated damages arising out of Highwoods' default, however, any Letter of Credit which liquidated damages shall be returned the full extent of Highwoods' liability with respect to Buyer after Closing with such default and Owner shall have no portion further right or claim against Highwoods. Upon the filing of its funds having been credited against the Purchase Price. The Earnest Money is non-refundable to Buyer in all evxxxx, xxcept a written demand for a Seller default or as otherwise specifically set forth herein. If Buyer fails to deliver the Earnest Money, this Contract will automatically terminate. If Buyer fails to close the transaction on January 31, 2005, and the Closing is not extended by mutual written agreement of the parties or pursuant to the provisions of SECTION 6.1, this Contract will automatically terminate, the Earnest Money will be paid by Highwooxx xx Xwner, pursuant to Seller and this Section 3, the partixx xxxx Escrow Agent shall promptly mail a copy thereof to the other party. The other party shall have no further obligations the right to each other. If any object to the delivery of the Earnest Money by filing xxxxxxx notice of such objection with the Escrow Agent such that it is in actually received by the form Escrow Agent at any time within ten (10) days after the mailing by the Escrow Agent of a Letter of Credit xxxxsuch copy to it, any reference in this Contract but not thereafter. Such notice shall set forth the basis for objecting to Seller being paid any portion of the Earnest Money is deemed to include and Seller shalx xxxx the right to draw upon the Letter of Credit and retain the proceeds. (c) If this Contract does not close, the Earnest Money will be paid or the Closing Agent shxxx xxxiver the Letter of Credit as provided in this Contract. Closing Agent shall, promptly upon receipt, place the wire transferred Earnest Money in a federally insured, interest beaxxxx xxcount. All interest on the Earnest Money becomes part delivery of the Earnest Money. All xxxxrest on Upon rexxxxx xf such notice, the Escrow Agent shall promptly mail a copy thereof to the party who filed the written demand. If the Escrow Agent does not receive a notice of objection as set forth above, it shall pay the Earnest Money, plus ixxxxxxx which has accrued thereon, to the party requesting payment of same. In the event the Escrow Agent shall have received the notice of objection provided for above and within the time therein prescribed, the Escrow Agent shall continue to hold the Earnest Money wxxx xx reported to until (i) xxx Xscrow Agent receives written notice from Owner and Highwoods directing the Internal Revxxxx Xxrvice as income disbursement of Buyer. Buyer shall promptly execute and deliver to Closing Agent all forms reasonably requested by Closing Agent with respect to the said Earnest Money. Buyer acknowledges , in whicx xxxx the Escrow Agent shall then disburse said Earnest Money in accoxxxxxx with said direction; or (ii) in the event of litigation between Owner and agrees that, xxxxxx for a default by Sellers under SECTION 7.1 or SECTION 7.2 or the occurrence of a Major Casualty prior to ClosingHighwoods, the Earnest Money is non-refundable to Buyer. Buyer acxxxxxxxges and agrees that, except for a default by Sellers under SECTION 7.1 or SECTION 7.2 or the occurrence of a Major Casualty occurs prior to Closing, the Earnest Money is non-refundable to Buyer. (d) Closing Xxxxx is authorized and directed to pay the Earnest Money and/or Escrow Agent shall deliver any Letter of Credit xxx xxx portion of the Earnest Money to the party Clexx xx xhe Court in which said litigation is pending; or (iii) the Escrow Agent takes such affirmative steps as the Escrow Agent may, in the Escrow Agent's reasonable opinion, elect in order to terminate the Escrow Agent's duties, including but not limited to, deposit in the Court of appropriate jurisdiction in connection with an action for interpleader, the costs thereof to be borne by whichever of Owner or Highwoods is the losing party. The Escrow Agent may act upon any instrument or other writing believed by it in good faith to be genuine and to be signed and presented by the proper person, and shall not be liable in connection with the performance of any duties imposed upon the Escrow Agent by the provisions of this Agreement, except for the Escrow Agent's own negligence or willful default. The Escrow Agent shall have no duties or responsibilities except those set forth herein. The Escrow Agent shall not be bound by any modification of this Agreement, unless the same is in writing and signed by Highwoods and Owner, and, if the Escrow Agent's duties hereunder are affected, unless Escrow Agent shall have given prior written consent thereto. In the event that the Escrow Agent shall be uncertain as to the Escrow Agent's duties or rights hereunder, or shall receive instructions from Highwoods or Owner which, in the Escrow Agent's opinion, are in conflict with any of the provisions hereof, the Escrow Agent shall be entitled to receive hold and apply the Earnest Money under the terms of this Contractpursuant tx xxx xreceding paragraph and may decline to take any other action. Sexxxxx xr Buyer, as appropriate, shall deliver a letter of instruction to Closing Agent directing the disbursement of the Earnest Money or the delivery of the Letter of Crexxx xx the party or parties entitled to receive the Earnest Money promptly upon receipt of a demand frxx xxxx party or parties. (e) Upon delivery of the Letter of Credit, if any, to Seller, Seller is authorized to immediately present it to the issuer for payment. (f) The Letter of Credit shall contain an expiry date of not earlier than April 29, 2005. If, for whatever reason, Seller has been unable to present the Letter of Credit for payment on or before March 29, 2005, or if, once presented, Seller has not been paid the full amount of the Letter of Credit by March 29, 2005, in any such case, Buyer shall immediately cause a substitute Letter of Credit to be issued in the same amount with an expiry date of no earlier than May 30, 2005 (this process shall continue monthly until the Letter of Credit is either delivered to Buyer or tendered by Seller to the issuing bank such that they do not expire prior thereto). If, for whatever reason, Buyer fails to cause a substitute Letter of Credit to be issued at least twenty-five (25) days prior to the expiry date of the existing Letter of Credit, then Buyer and Seller hereby authorize Closing Agent to immediately present the existing Letter of Credit for payment and, once paid, to hold the proceeds as "Earnest Money" in accordance with the terms of thix Xxxxxact. Buyer and Seller agree that Closing Agent is authorized to present the Letter of Credit for payment even if Buyer has delivered instructions to the contrary to Closing Agent; provided, that Closing Escrow Agent shall not present charge a fee for its services as escrow agent. Upon the existing Letter execution hereof, the Escrow Agent agrees to be bound by all of Credit as authorized by the terms and conditions set forth in this SECTION 1.3(f) only if Closing Agent receives written instructions to the contrary from both Buyer and Seller. TO SIGNIFY THEIR AWARENESS AND AGREEMENT TO BE BOUND BY THE TERMS, OF THIS SECTION 1.3(f), BUYER AND SELLER, THROUGH THEIR AUTHORIZED REPRESENTATIVES HAVE SEPARATELY INITIALED THIS SECTION 1.3(f). This SECTION 1.3(f) shall survive the termination or expiration of this ContractSection 3.

Earnest Money. (aI) Within three (3) business days after xxx xxxcution and delivery of this Agreement by Seller and Buyer, Buyer shall deliver to Chicago Title Company, 16969 Von Karman Avenue, Irvine, California 92606, Attention: Charles X. Xxxxx, xx xxxxxx xxxxx (herein called "ESCROW AGENT"), the xxx xx XXX XXXXRED THOUSAND AND NO/100 DOLLARS ($200,000.00) (which sum, together with all interest actually earned thereon during the term of this Agreement, is herein called the "INITIAL EARNEST MONEY"). On or before the date three (3) business days after xxx Xxxondary Offering Completion Date (as defined in SECTION 22, below), Buyer shall deliver to Escrow Agent the additional sum of THREE HUNDRED THOUSAND AND NO/100 DOLLARS ($300,000.00) (which sum, together with all interest actually earned thereon during the term of this Agreement, is herein called the "ADDITIONAL EARNEST MONEY"). The Initial Earnest Money and the Additional Earnest Xxxxx are herein sometimes cxxxxxxxvely called the "EARNEST MXXXX". (II) If Buyer shall fail to deliver any Xxxxxxx Money deposit to Escrow Agent on or before the date herein rexxxxxx, then, at Seller's option, Seller may terminate this Agreement by giving written notice to Buyer on or before the date on which such Earnest Money deposit is actually delivered to Escrow Agent; in the exxxx xx any such termination by Seller, the Earnest Money theretofore deposited shall be paid to Seller as considxxxxxxx for Seller's execution of and entry into this Agreement, all rights and obligations of the parties under this Agreement shall expire, and this Agreement shall become null and void. All deposits by Buyer required pursuant to this SECTION 2(C) shall be in the form of a certified or cashier's check, payable to Escrow Agent, or deposited via wire transfer through the Federal Reserve system pursuant to wire transfer instructions heretofore provided to Buyer by Seller, and no such deposit shall be deemed timely unless actually received by the date therefor set forth in this SECTION 2. (III) Throughout the term of this Agreement, Escrow Agent shall hold and disburse the Earnest Money in accordance with the terms and conditions of this Agrxxxxxx, including, without limitation, the terms and conditions set forth on EXHIBIT "C" attached hereto, and to invest the Earnest Money with a national bank whose depositors are insured by thx Xxxxxal Deposit Insurance Corporation or other financial institutions located in the Irvine, California metropolitan area as are reasonably acceptable to Buyer. (IV) On the Effective Date (defined in XXXXXXX 9.14), as a condition to the continued effectiveness of this Contract, Buyer shall deposit with Marble Title Company, L.L.C. (TITLE COMPANY), as agent for Chicago Title Insurance Company (CLOSING AGENT), 2001 Bryan Street, Suite 1700, Dallas, Texas 75201, Xxxxxxxxx: Kerri A. Majors, Phone: (214) 965-1672, Fax: (214) 000-0000, $000,000 in (x) xxxxxxxxxxx available federal xxnds or (ii) the form of an unconditional and irrevocable letter of credit in favor of Seller and Closing Agent on terms and from an issuer reasonably acceptable to Seller (a LETTER OF CREDIT) (the EARNEST MONEY). (b) The Earnest Money, if paid in the xxxx xf immediately xxxxxxxle federal funds (and not by Letter of Credit), shall be applied to the Purchase Price at Closing, however, any Letter of Credit shall be returned to Buyer after Closing with no portion of its funds having been credited against the Purchase Price. The Earnest Money is non-refundable to Buyer in all evxxxx, xxcept for a Seller default or as otherwise specifically set forth herein. If Buyer fails to deliver the Earnest Money, this Contract will automatically terminate. If Buyer fails to close the transaction on January 31, 2005, and the Closing is not extended by mutual written agreement of the parties or pursuant to the provisions of SECTION 6.1, this Contract will automatically terminateDate, the Earnest Money will be paid to Seller and the partixx xxxx have no further obligations to each other. If any applied as part payment of the Earnest Money is in the form of a Letter of Credit xxxx, any reference in this Contract to Seller being paid any portion of the Earnest Money is deemed to include and Seller shalx xxxx the right to draw upon the Letter of Credit and retain the proceedsPurchase Price. (c) If this Contract does not close, the Earnest Money will be paid or the Closing Agent shxxx xxxiver the Letter of Credit as provided in this Contract. Closing Agent shall, promptly upon receipt, place the wire transferred Earnest Money in a federally insured, interest beaxxxx xxcount. All interest on the Earnest Money becomes part of the Earnest Money. All xxxxrest on the Earnest Money wxxx xx reported to the Internal Revxxxx Xxrvice as income of Buyer. Buyer shall promptly execute and deliver to Closing Agent all forms reasonably requested by Closing Agent with respect to the Earnest Money. Buyer acknowledges and agrees that, xxxxxx for a default by Sellers under SECTION 7.1 or SECTION 7.2 or the occurrence of a Major Casualty prior to Closing, the Earnest Money is non-refundable to Buyer. Buyer acxxxxxxxges and agrees that, except for a default by Sellers under SECTION 7.1 or SECTION 7.2 or the occurrence of a Major Casualty occurs prior to Closing, the Earnest Money is non-refundable to Buyer. (d) Closing Xxxxx is authorized and directed to pay the Earnest Money and/or deliver any Letter of Credit xxx xxx portion of the Earnest Money to the party entitled to receive the Earnest Money under the terms of this Contract. Sexxxxx xr Buyer, as appropriate, shall deliver a letter of instruction to Closing Agent directing the disbursement of the Earnest Money or the delivery of the Letter of Crexxx xx the party or parties entitled to receive the Earnest Money promptly upon receipt of a demand frxx xxxx party or parties. (e) Upon delivery of the Letter of Credit, if any, to Seller, Seller is authorized to immediately present it to the issuer for payment. (f) The Letter of Credit shall contain an expiry date of not earlier than April 29, 2005. If, for whatever reason, Seller has been unable to present the Letter of Credit for payment on or before March 29, 2005, or if, once presented, Seller has not been paid the full amount of the Letter of Credit by March 29, 2005, in any such case, Buyer shall immediately cause a substitute Letter of Credit to be issued in the same amount with an expiry date of no earlier than May 30, 2005 (this process shall continue monthly until the Letter of Credit is either delivered to Buyer or tendered by Seller to the issuing bank such that they do not expire prior thereto). If, for whatever reason, Buyer fails to cause a substitute Letter of Credit to be issued at least twenty-five (25) days prior to the expiry date of the existing Letter of Credit, then Buyer and Seller hereby authorize Closing Agent to immediately present the existing Letter of Credit for payment and, once paid, to hold the proceeds as "Earnest Money" in accordance with the terms of thix Xxxxxact. Buyer and Seller agree that Closing Agent is authorized to present the Letter of Credit for payment even if Buyer has delivered instructions to the contrary to Closing Agent; provided, that Closing Agent shall not present the existing Letter of Credit as authorized by this SECTION 1.3(f) only if Closing Agent receives written instructions to the contrary from both Buyer and Seller. TO SIGNIFY THEIR AWARENESS AND AGREEMENT TO BE BOUND BY THE TERMS, OF THIS SECTION 1.3(f), BUYER AND SELLER, THROUGH THEIR AUTHORIZED REPRESENTATIVES HAVE SEPARATELY INITIALED THIS SECTION 1.3(f). This SECTION 1.3(f) shall survive the termination or expiration of this Contract.

Earnest Money. (a) On the Effective Date (defined in XXXXXXX 9.14), as It is a condition to precedxxx xx the continued effectiveness of this ContractAgreement that within three (3) days of the execution of this Agreement by Purchaser, Buyer Purchaser shall deposit with Marble Hexter-Fair Title Company, L.L.C. (TITLE COMPANY), as agent for Chicago Title Insurance Company (CLOSING AGENT), 2001 Bryan Street8333 Douglas Xxxxxx, Suite 1700130, Dallas, Texas 75201Xxxxx 00000, XxxxxxxxxXxxx: Kerri A. MajorsXxxxx Erick (the "CLOSING AGENT"), Phone: (214) 965-1672by wire transfer or delivery of a cashier's check, Fax: (214) 000-0000, $000,000 in (x) xxxxxxxxxxx immediately available federal xxnds or funds in the amount of Fifty Thousand Dollars (ii) the form of an unconditional and irrevocable letter of credit in favor of Seller and Closing Agent on terms and from an issuer reasonably acceptable to Seller (a LETTER OF CREDIT$50,000) (along with any interest accrued thereon, the "EARNEST MONEY"). (b) The Earnest Money, if paid in On the xxxx xf immediately xxxxxxxle federal funds (and not by Letter Closing Agent's xxxxxxt of Credit), shall be applied to the Purchase Price at Closing, however, any Letter of Credit shall be returned to Buyer after Closing with no portion of its funds having been credited against the Purchase Price. The Earnest Money is non-refundable to Buyer in all evxxxx, xxcept for a Seller default or as otherwise specifically set forth herein. If Buyer fails to deliver the Earnest Money, the Closing Agent shall dxxxxxx such Earnest Money into an interest-bearing mxxxx xxrket account maintained at a federally insured bank or savings and loan association located in Dallas County, Texas. Such account shall have no penalty for early withdrawal. Notwithstanding anything to the contrary contained elsewhere in this Contract will automatically terminateAgreement, $100.00 of the Earnest Money shall serve as independent xxxxxxeration for this Agreement (the "INDEPENDENT CONSIDERATION"), and shall be non-refundable for any reason. If Buyer fails to close the transaction on January 31, 2005, contemplated hereby is consummated in accordance with the terms and the Closing is not extended by mutual written agreement of the parties or pursuant to the provisions of SECTION 6.1, this Contract will automatically terminatehereof, the Earnest Money will shall be paid credited against xxx Xxxchase Price at Closing. All interest earned shall be reported to the Internal Revenue Service as income of Purchaser and Purchaser shall promptly execute all forms reasonably requested by the Closing Agent with respect thereto (except if Seller and the partixx xxxx have no further obligations is entitled to each other. If any of retain the Earnest Money is under Section 7.1, in whicx xxxx the form of a Letter of Credit xxxx, any reference in this Contract to Seller being paid any portion interest earned will be reported as income of the Earnest Money is deemed to include and Seller shalx xxxx the right to draw upon the Letter of Credit and retain the proceedsSeller). (c) If this Contract does not closeThe balance of the Purchase Price, as adjusted by the prorations and credits specified herein, less the Earnest Money will be paid or and less the Closing Agent shxxx xxxiver the Letter of Credit as provided in this Contract. Closing Agent shall, promptly upon receipt, place the wire transferred Earnest Money in a federally insured, interest beaxxxx xxcount. All interest on the Earnest Money becomes part of the Earnest Money. All xxxxrest on the Earnest Money wxxx xx reported to the Internal Revxxxx Xxrvice as income of Buyer. Buyer shall promptly execute and deliver to Closing Agent all forms reasonably requested by Closing Agent with respect to the Earnest Money. Buyer acknowledges and agrees that, xxxxxx for a default by Sellers under SECTION 7.1 or SECTION 7.2 or the occurrence of a Major Casualty prior to Closing, the Earnest Money is non-refundable to Buyer. Buyer acxxxxxxxges and agrees that, except for a default by Sellers under SECTION 7.1 or SECTION 7.2 or the occurrence of a Major Casualty occurs prior to Closing, the Earnest Money is non-refundable to Buyer. (d) Closing Xxxxx is authorized and directed to pay the Earnest Money and/or deliver any Letter of Credit xxx xxx portion of the Earnest Money to the party entitled to receive the Earnest Money under the terms of this Contract. Sexxxxx xr Buyer, as appropriate, shall deliver a letter of instruction to Closing Agent directing the disbursement of the Earnest Money or the delivery of the Letter of Crexxx xx the party or parties entitled to receive the Earnest Money promptly upon receipt of a demand frxx xxxx party or parties. (e) Upon delivery of the Letter of Credit, if any, to Seller, Seller is authorized to immediately present it to the issuer for payment. (f) The Letter of Credit shall contain an expiry date of not earlier than April 29, 2005. If, for whatever reason, Seller has been unable to present the Letter of Credit for payment on or before March 29, 2005, or if, once presented, Seller has not been paid the full amount of the Letter of Credit by March 29Note, 2005, in any such case, Buyer shall immediately cause a substitute Letter of Credit to be issued paid on the Closing Date in the same amount with an expiry date of no earlier than May 30, 2005 (this process shall continue monthly until the Letter of Credit is either delivered to Buyer or tendered by Seller to the issuing bank such that they do not expire prior thereto). If, for whatever reason, Buyer fails to cause a substitute Letter of Credit to be issued at least twenty-five (25) days prior to the expiry date of the existing Letter of Credit, then Buyer and Seller hereby authorize Closing Agent to immediately present the existing Letter of Credit for payment and, once paid, to hold the proceeds as "Earnest Money" manner set forth in accordance with the terms of thix Xxxxxact. Buyer and Seller agree that Closing Agent is authorized to present the Letter of Credit for payment even if Buyer has delivered instructions to the contrary to Closing Agent; provided, that Closing Agent shall not present the existing Letter of Credit as authorized by this SECTION 1.3(f) only if Closing Agent receives written instructions to the contrary from both Buyer and Seller. TO SIGNIFY THEIR AWARENESS AND AGREEMENT TO BE BOUND BY THE TERMS, OF THIS SECTION 1.3(f), BUYER AND SELLER, THROUGH THEIR AUTHORIZED REPRESENTATIVES HAVE SEPARATELY INITIALED THIS SECTION 1.3(f). This SECTION 1.3(f) shall survive the termination or expiration of this ContractSection 6.2.

Earnest Money. Within two (a2) On business days of the Effective Date (defined in XXXXXXX 9.14)Daxx, as a condition Xxrchaser shall deliver to the continued effectiveness of this Contract, Buyer shall deposit with Marble Title Company, L.L.C. (TITLE COMPANY), as agent for Chicago First American Title Insurance Company (CLOSING AGENT"Escrow Agent") the sum of Two Hundred Thousand Dollars ($200,000.00) in immediately available funds (the "Initial Earnest Money") to be received pursuant to the Escrow Agreement attaxxxx xereto as Exhibit D. If Purchaser elects to continue this Agreement after the expiration of the Due Diligence Period (as hereinafter defined), 2001 Bryan Street, Suite 1700, Dallas, Texas 75201, Xxxxxxxxx: Kerri A. Majors, Phone: then Purchaser shall deliver to Escrow Agent the additional sum of Two Hundred Thousand Dollars (214$200,000.00) 965-1672, Fax: (214) 000-0000, $000,000 in (x) xxxxxxxxxxx immediately available federal xxnds or (ii) the form of an unconditional and irrevocable letter of credit in favor of Seller and Closing Agent on terms and from an issuer reasonably acceptable to Seller (a LETTER OF CREDIT) funds (the EARNEST MONEY). "Additional Earnest Money") within two (b2) business days after the expiration of the Xxx Xiligence Period. The Initial Earnest Money and the Additional Earnest Money, if paid together with any interxxx xxxned thereon and net of inxxxxxxxt costs, are referred to in this Agreement as the xxxx xf immediately xxxxxxxle federal funds (and not by Letter of Credit), shall be applied to the Purchase Price at Closing, however, any Letter of Credit shall be returned to Buyer after Closing with no portion of its funds having been credited against the Purchase Price. "Earnest Money." The Earnest Money is non-refundable shall be invested as Purchaser directx. Xxx and all interxxx xxxned on the Earnest Money shall be reported to Buyer in all evxxxx, xxcept for a Seller default or Purchaser's federal tax identificaxxxx xumber. Except as otherwise specifically expressly set forth herein. If Buyer fails to deliver the Earnest Money, this Contract will automatically terminate. If Buyer fails to close the transaction on January 31, 2005, and the Closing is not extended by mutual written agreement of the parties or pursuant herein to the provisions of SECTION 6.1, this Contract will automatically terminatecontrary, the Earnest Money will shall be paid refunded to Seller Purchaser upon the expiration of the Due Xxxxxxnce Period, and the partixx xxxx have no further obligations to each other. If any Agreement terminated, if Purchaser does not notify Seller in writing on or before the expiration of the Earnest Money is in Due Diligence Period that Purchaser elects to continue with the form transaction. Notwithstanding the foregoing, if the transaction fails to close because of Seller's default under this Agreement or failure of a Letter of Credit xxxx, any reference in this Contract condition precedent to Seller being paid any portion of the Earnest Money is deemed Purchaser's obligation to include and Seller shalx xxxx the right to draw upon the Letter of Credit and retain the proceeds. (c) If this Contract does not close, the Earnest Money will shall be paid or returned to Purchaser. If the Closing transaction closes ix xxxxrdance with the terms of this Agreement, then Escrow Agent shxxx xxxiver the Letter of Credit as provided in this Contract. Closing Agent shall, promptly upon receipt, place the wire transferred Earnest Money in a federally insured, interest beaxxxx xxcount. All interest on the Earnest Money becomes part of the Earnest Money. All xxxxrest on the Earnest Money wxxx xx reported to the Internal Revxxxx Xxrvice as income of Buyer. Buyer shall promptly execute and deliver to Closing Agent all forms reasonably requested by Closing Agent with respect to the Earnest Money. Buyer acknowledges and agrees that, xxxxxx for a default by Sellers under SECTION 7.1 or SECTION 7.2 or the occurrence of a Major Casualty prior to Closing, the Earnest Money is non-refundable to Buyer. Buyer acxxxxxxxges and agrees that, except for a default by Sellers under SECTION 7.1 or SECTION 7.2 or the occurrence of a Major Casualty occurs prior to Closing, the Earnest Money is non-refundable to Buyer. (d) Closing Xxxxx is authorized and directed to pay the Earnest Money and/or deliver any Letter of Credit xxx xxx portion of the Earnest Money to Seller at Closing as payment toward the party entitled to receive the Earnest Money under the terms of this Contract. Sexxxxx xr Buyer, as appropriate, shall deliver a letter of instruction to Closing Agent directing the disbursement of the Earnest Money or the delivery of the Letter of Crexxx xx the party or parties entitled to receive the Earnest Money promptly upon receipt of a demand frxx xxxx party or partiesPurchase Price. (e) Upon delivery of the Letter of Credit, if any, to Seller, Seller is authorized to immediately present it to the issuer for payment. (f) The Letter of Credit shall contain an expiry date of not earlier than April 29, 2005. If, for whatever reason, Seller has been unable to present the Letter of Credit for payment on or before March 29, 2005, or if, once presented, Seller has not been paid the full amount of the Letter of Credit by March 29, 2005, in any such case, Buyer shall immediately cause a substitute Letter of Credit to be issued in the same amount with an expiry date of no earlier than May 30, 2005 (this process shall continue monthly until the Letter of Credit is either delivered to Buyer or tendered by Seller to the issuing bank such that they do not expire prior thereto). If, for whatever reason, Buyer fails to cause a substitute Letter of Credit to be issued at least twenty-five (25) days prior to the expiry date of the existing Letter of Credit, then Buyer and Seller hereby authorize Closing Agent to immediately present the existing Letter of Credit for payment and, once paid, to hold the proceeds as "Earnest Money" in accordance with the terms of thix Xxxxxact. Buyer and Seller agree that Closing Agent is authorized to present the Letter of Credit for payment even if Buyer has delivered instructions to the contrary to Closing Agent; provided, that Closing Agent shall not present the existing Letter of Credit as authorized by this SECTION 1.3(f) only if Closing Agent receives written instructions to the contrary from both Buyer and Seller. TO SIGNIFY THEIR AWARENESS AND AGREEMENT TO BE BOUND BY THE TERMS, OF THIS SECTION 1.3(f), BUYER AND SELLER, THROUGH THEIR AUTHORIZED REPRESENTATIVES HAVE SEPARATELY INITIALED THIS SECTION 1.3(f). This SECTION 1.3(f) shall survive the termination or expiration of this Contract.

Earnest Money. (a) On Within 24 hours of the Effective Date execution of this Agreement, Xxxxxxser will deposit with the Escrow Holder in immediately available funds by wire transfer $10,000,000 (defined in XXXXXXX 9.14the "Deposit"), as a condition which will be held in escrow by the Escrow Holder pursuant to the continued effectiveness terms of this ContractAgreement, Buyer shall deposit and in accordance with Marble Title Company, L.L.C. (TITLE COMPANY), as agent for Chicago Title Insurance Company (CLOSING AGENT), 2001 Bryan Street, Suite 1700, Dallas, Texas 75201, Xxxxxxxxx: Kerri A. Majors, Phone: (214) 965-1672, Fax: (214) 000-0000, $000,000 in (x) xxxxxxxxxxx available federal xxnds or (ii) the form of an unconditional and irrevocable letter of credit in favor of Seller and Closing Agent on terms and from an issuer reasonably acceptable to Seller (a LETTER OF CREDIT) provisions of the Escrow Agreement by and among the Escrow Holder, CenterAmerica Trust and Purchaser dated of even date herewith (the EARNEST MONEY"Escrow Agreement"). (b) The Earnest MoneyIn order to assure compliance with the requirements of Section 6045 of the Internal Revenue Code of 1986, if paid in as amended (for purposes of this Section 2.3, the xxxx xf immediately xxxxxxxle federal funds (and not by Letter of Credit"Code"), shall be applied and any related reporting requirements of the Code, the parties hereto agree as follows: (i) Provided the Escrow Holder executes a statement in writing (in form and substance reasonably acceptable to the Purchase Price at Closingparties hereunder) pursuant to which it agrees to assume all responsibilities for information reporting required under Section 6045(e) of the Code, howeverSeller and Purchaser will designate the Escrow Holder as the Person to be responsible for all information reporting under Section 6045(e) of the Code (the "Reporting Person"). If the Escrow Holder refuses to execute a statement pursuant to which it agrees to be the Reporting Person, Seller and Purchaser agree to appoint another third party, acceptable to Seller and Purchaser in their reasonable discretion, as the Reporting Person. (ii) Each of Seller and Purchaser will: (A) provide to the Reporting Person all information and certifications regarding the applicable party, as reasonably requested by the Reporting Person or otherwise required to be provided by a party to the transaction described herein under Section 6045 of the Code; and (B) provide to the Reporting Person the applicable party's taxpayer identification number and a statement (on Internal Revenue Service Form W-9 or an acceptable substitute form, or on any Letter other form the applicable current or future Code sections and regulations might require and/or any form requested by the Reporting Person), signed under penalties of Credit shall be returned perjury, stating that the taxpayer identification number supplied by the applicable party to Buyer after the Reporting Person is correct. (iii) Each party will retain this Agreement for not less than four years from the end of the calendar year in which Closing with no portion of its funds having been credited against occurred, and to produce it to the Purchase Price. Internal Revenue Service upon a valid request for this Agreement. (iv) The Earnest Money is non-refundable to Buyer in all evxxxx, xxcept addresses for a Seller default or and Purchaser are as otherwise specifically set forth herein. If Buyer fails to deliver the Earnest Money, this Contract will automatically terminate. If Buyer fails to close the transaction on January 31, 2005in Section 12.1, and the Closing is not extended by mutual written agreement of the parties or pursuant real estate subject to the provisions of SECTION 6.1, this Contract will automatically terminate, the Earnest Money will be paid to Seller and the partixx xxxx have no further obligations to each other. If any of the Earnest Money is in the form of a Letter of Credit xxxx, any reference transfer provided for in this Contract to Seller being paid any portion of the Earnest Money Agreement is deemed to include and Seller shalx xxxx the right to draw upon the Letter of Credit and retain the proceedsdescribed in Schedule 1.1(a)(i)(A). (c) If this Contract does not closeAt the Closing, the Earnest Money Escrow Holder will be paid or deliver the Closing Agent shxxx xxxiver the Letter of Credit Deposit, and interest and other investment income earned thereon, to Seller as provided in this Contract. Closing Agent shall, promptly upon receipt, place the wire transferred Earnest Money in a federally insured, interest beaxxxx xxcount. All interest on the Earnest Money becomes part of the Earnest Money. All xxxxrest on the Earnest Money wxxx xx reported to the Internal Revxxxx Xxrvice as income of Buyer. Buyer shall promptly execute Escrow Agreement and deliver to Closing Agent all forms reasonably requested by Closing Agent with respect to the Earnest Money. Buyer acknowledges and agrees that, xxxxxx for a default by Sellers under SECTION 7.1 or SECTION 7.2 or the occurrence of a Major Casualty prior to Closing, the Earnest Money is non-refundable to Buyer. Buyer acxxxxxxxges and agrees that, except for a default by Sellers under SECTION 7.1 or SECTION 7.2 or the occurrence of a Major Casualty occurs prior to Closing, the Earnest Money is non-refundable to BuyerSection 2.1. (d) Closing Xxxxx is authorized and directed to pay the Earnest Money and/or deliver any Letter of Credit xxx xxx portion of the Earnest Money to the party entitled to receive the Earnest Money under the terms of this Contract. Sexxxxx xr Buyer, as appropriate, shall deliver a letter of instruction to Closing Agent directing the disbursement of the Earnest Money or the delivery of the Letter of Crexxx xx the party or parties entitled to receive the Earnest Money promptly upon receipt of a demand frxx xxxx party or parties. (e) Upon delivery of the Letter of Credit, if any, to Seller, Seller is authorized to immediately present it to the issuer for payment. (f) The Letter of Credit shall contain an expiry date of not earlier than April 29, 2005. If, for whatever reason, Seller has been unable to present the Letter of Credit for payment on or before March 29, 2005, or if, once presented, Seller has not been paid the full amount of the Letter of Credit by March 29, 2005, in any such case, Buyer shall immediately cause a substitute Letter of Credit to be issued in the same amount with an expiry date of no earlier than May 30, 2005 (this process shall continue monthly until the Letter of Credit is either delivered to Buyer or tendered by Seller to the issuing bank such that they do not expire prior thereto). If, for whatever reason, Buyer fails to cause a substitute Letter of Credit to be issued at least twenty-five (25) days prior to the expiry date of the existing Letter of Credit, then Buyer and Seller hereby authorize Closing Agent to immediately present the existing Letter of Credit for payment and, once paid, to hold the proceeds as "Earnest Money" in accordance with the terms of thix Xxxxxact. Buyer and Seller agree that Closing Agent is authorized to present the Letter of Credit for payment even if Buyer has delivered instructions to the contrary to Closing Agent; provided, that Closing Agent shall not present the existing Letter of Credit as authorized by this SECTION 1.3(f) only if Closing Agent receives written instructions to the contrary from both Buyer and Seller. TO SIGNIFY THEIR AWARENESS AND AGREEMENT TO BE BOUND BY THE TERMS, OF THIS SECTION 1.3(f), BUYER AND SELLER, THROUGH THEIR AUTHORIZED REPRESENTATIVES HAVE SEPARATELY INITIALED THIS SECTION 1.3(f). This SECTION 1.3(f) shall survive the termination or expiration of this Contract.

Earnest Money. Within two (a2) On buxxxxxx days after the Effective Execution Date (defined below) Purchaser shall pay as earnest money FIFTY THOUSAND DOLLAXX ($00,000.00) ("First Earnest Money Installment") in XXXXXXX 9.14the xxxx xf a Note payable to the Escrow Holder (defined below), as a condition which shall be reduced to cash and become nonrefundable within two (2) business days after removal of the continued effectiveness of this Contractcontingencies set forth in Section 4.01. In addition, Buyer within fifteen (15) days after the Execution Date, Purchaser shall deposit with Marble Title Company, L.L.C. pay FIFTEEN THOUSAND DOLLARS (TITLE COMPANY), as agent for Chicago Title Insurance Company (CLOSING AGENT), 2001 Bryan Street, Suite 1700, Dallas, Texas 75201, Xxxxxxxxx: Kerri A. Majors, Phone: (214) 965-1672, Fax: (214) 000-0000, $000,000 in (x) xxxxxxxxxxx available federal xxnds or (ii) the form of an unconditional and irrevocable letter of credit in favor of Seller and Closing Agent on terms and from an issuer reasonably acceptable to Seller (a LETTER OF CREDIT15,000.00) ("Second Earnest Money Installment") in casx xx xxe Escrow Holder. The First Earnest Money Installment and the EARNEST MONEY). Xxxxxx Earnest Money Installment (bcollectxxxxx, the "Earnest Money") shall be deposited xxxx xn interest-bearing account with the Escrow Holder to be invested at the direction of Purchaser. The Earnest Money, if paid in including interest, xxxxx be applied toward the xxxx xf immediately xxxxxxxle federal funds Purchase Price. In the event this transaction does not close due to default by Seller, the First Earnest Money Installment (and not by Letter of Credit$50,000), shall be applied to the Purchase Price at Closingxxxxuding interest, however, any Letter of Credit shall be returned to Buyer after Closing with no portion of its funds having been credited against the Purchase PricePurchaser. The Second Earnest Money is non-refundable to Buyer in all evxxxx, xxcept for a Seller default or as otherwise specifically set forth herein. If Buyer fails to deliver the Earnest Money, this Contract will automatically terminate. If Buyer fails to close the transaction on January 31, 2005, Installment ($15,000) xxxxx be nonrefundable and the Closing is not extended by mutual written agreement of the parties or pursuant to the provisions of SECTION 6.1, this Contract will automatically terminate, the Earnest Money will be paid to Seller and at Closing or, if earlier, upon termination of this Agreement , except in the partixx xxxx have no further obligations event this transaction does not close due to each other. If any default by Seller, or unless the Purchaser's review of the Earnest Money is in Seller's records for the form of Property reveal a Letter of Credit xxxx, any reference in this Contract to Seller being paid any portion of the Earnest Money is deemed to include and Seller shalx xxxx the right to draw upon the Letter of Credit and retain the proceeds. (c) If this Contract does not close, the Earnest Money will be paid or the Closing Agent shxxx xxxiver the Letter of Credit as provided in this Contract. Closing Agent shall, promptly upon receipt, place the wire transferred Earnest Money in a federally insured, interest beaxxxx xxcount. All interest on the Earnest Money becomes part of the Earnest Money. All xxxxrest on the Earnest Money wxxx xx reported to the Internal Revxxxx Xxrvice as income of Buyer. Buyer shall promptly execute and deliver to Closing Agent all forms reasonably requested by Closing Agent substantial discrepancy with respect to material facts regarding the Earnest Money. Buyer acknowledges and agrees that, xxxxxx for a default Property from the information provided by Sellers under SECTION 7.1 or SECTION 7.2 or the occurrence of a Major Casualty Seller prior to Closing, the Earnest Money is non-refundable to Buyer. Buyer acxxxxxxxges and agrees that, except for a default by Sellers under SECTION 7.1 or SECTION 7.2 or the occurrence of a Major Casualty occurs prior to Closing, the Earnest Money is non-refundable to Buyer. (d) Closing Xxxxx is authorized and directed to pay the Earnest Money and/or deliver any Letter of Credit xxx xxx portion of the Earnest Money to the party entitled to receive the Earnest Money under the terms execution of this Contract. Sexxxxx xr Buyer, as appropriate, shall deliver a letter of instruction to Closing Agent directing the disbursement of the Earnest Money or the delivery of the Letter of Crexxx xx the party or parties entitled to receive the Earnest Money promptly upon receipt of a demand frxx xxxx party or partiesAgreement. (e) Upon delivery of the Letter of Credit, if any, to Seller, Seller is authorized to immediately present it to the issuer for payment. (f) The Letter of Credit shall contain an expiry date of not earlier than April 29, 2005. If, for whatever reason, Seller has been unable to present the Letter of Credit for payment on or before March 29, 2005, or if, once presented, Seller has not been paid the full amount of the Letter of Credit by March 29, 2005, in any such case, Buyer shall immediately cause a substitute Letter of Credit to be issued in the same amount with an expiry date of no earlier than May 30, 2005 (this process shall continue monthly until the Letter of Credit is either delivered to Buyer or tendered by Seller to the issuing bank such that they do not expire prior thereto). If, for whatever reason, Buyer fails to cause a substitute Letter of Credit to be issued at least twenty-five (25) days prior to the expiry date of the existing Letter of Credit, then Buyer and Seller hereby authorize Closing Agent to immediately present the existing Letter of Credit for payment and, once paid, to hold the proceeds as "Earnest Money" in accordance with the terms of thix Xxxxxact. Buyer and Seller agree that Closing Agent is authorized to present the Letter of Credit for payment even if Buyer has delivered instructions to the contrary to Closing Agent; provided, that Closing Agent shall not present the existing Letter of Credit as authorized by this SECTION 1.3(f) only if Closing Agent receives written instructions to the contrary from both Buyer and Seller. TO SIGNIFY THEIR AWARENESS AND AGREEMENT TO BE BOUND BY THE TERMS, OF THIS SECTION 1.3(f), BUYER AND SELLER, THROUGH THEIR AUTHORIZED REPRESENTATIVES HAVE SEPARATELY INITIALED THIS SECTION 1.3(f). This SECTION 1.3(f) shall survive the termination or expiration of this Contract.

Earnest Money. Within two (a2) On xxxxxess days after the Effective Date Date, Buyer shall deliver to the party designated by Seller at the address to be supplied by Seller, at Ticor Title Insurance Company, Syracuse, NY (defined "Title Company") a check or wire transfer in XXXXXXX 9.14the amount of $50,000.00 (the "Earnest Money"), as a condition which the Txxxx Xxmpany shall immediately deposit for collection in an interest bearing account or accounts bearing interest at not less than the daily passbook rate. If for any reason this Agreement is terminated prior to the continued effectiveness expiration of the Inspection Period, then the Earnest Money and any interexx xxxxued thereon shall be immediately returned to Buyer. If this ContractPurchase and Sale Agreement is not so terminated, Buyer shall deposit with Marble the Title CompanyCompany within two (2) business days after the end of the Inspection Period an additional $50,000, L.L.C. (TITLE COMPANY), as agent for Chicago Title Insurance Company (CLOSING AGENT), 2001 Bryan Street, Suite 1700, Dallas, Texas 75201, Xxxxxxxxx: Kerri A. Majors, Phone: (214) 965-1672, Fax: (214) 000-0000, $000,000 in (x) xxxxxxxxxxx available federal xxnds or (ii) the form of an unconditional and irrevocable letter of credit in favor of Seller and Closing Agent on terms and from an issuer reasonably acceptable to Seller (a LETTER OF CREDIT) (the EARNEST MONEY). (b) The Earnest Money, if paid in the xxxx xf immediately xxxxxxxle federal funds (and not by Letter of Credit), which shall be applied to the Purchase Price at Closing, however, any Letter of Credit shall be returned to Buyer after Closing with no portion of its funds having been credited against the Purchase Price. The Earnest Money is non-refundable to Buyer in all evxxxx, xxcept for a Seller default or as otherwise specifically set forth herein. If Buyer fails to deliver the Earnest Money, this Contract will automatically terminate. If Buyer fails to close the transaction on January 31, 2005, and the Closing is not extended by mutual written agreement of the parties or pursuant to the provisions of SECTION 6.1, this Contract will automatically terminate, the Earnest Money will be paid to Seller and the partixx xxxx have no further obligations to each other. If any part of the Earnest Money is and which sxxxx xxso be deposited in an interest bearing account and held in accordance with the form of a Letter of Credit xxxx, any reference in this Contract to Seller being paid any portion of terms hereof. If the Earnest Money is deemed to include and Seller shalx xxxx the right to draw upon the Letter of Credit and retain the proceeds. (c) If this Contract does not close, the Earnest Money will be paid or the Closing Agent shxxx xxxiver the Letter of Credit as provided in this Contract. Closing Agent shall, promptly upon receipt, place the wire transferred Earnest Money in a federally insured, interest beaxxxx xxcount. All interest on the Earnest Money becomes part of the Earnest Money. All xxxxrest on the Earnest Money wxxx xx reported to the Internal Revxxxx Xxrvice as income of Buyer. Buyer shall promptly execute and deliver to Closing Agent all forms reasonably requested by Closing Agent with respect to the Earnest Money. Buyer acknowledges and agrees that, xxxxxx for a default by Sellers under SECTION 7.1 or SECTION 7.2 or the occurrence of a Major Casualty prior transaction contemplated hereby proceeds to Closing, the Earnest Money is non-refundable to Buyershall be paid xx Xxxxer at Closing and Buyer shall receive a credit against the Purchase Price payable hereunder in the amount of the Earnest Money plus interexx xxxxued thereon. If Buyer acxxxxxxxges does not terminate this Purchase and agrees thatSale Agreement as set forth in and when allowed under Sections 5, except for a default by Sellers under SECTION 7.1 6 or SECTION 7.2 7 hereof, or the occurrence of a Major Casualty occurs prior to Closingotherwise as expressly allowed hereunder, the Earnest Money is shall, excxxx xx the extent any of the contingencies to Buyer's performance hereunder (including without limitation Seller's performance of its obligations hereunder) shall not be satisfied, thereafter be deemed non-refundable to Buyer. (d) Closing Xxxxx is authorized and directed to pay refundable. As used in this Agreement, the Earnest Money and/or deliver any Letter of Credit xxx xxx portion of the Earnest Money to the party entitled to receive the Earnest Money under the terms of this Contract. Sexxxxx xr term "EARNEST MONEY" shall mean txx xxxxnt deposited by Buyer, together with all interest accrued thereon or deemed to have accrued thereon, as appropriate, shall deliver a letter of instruction to Closing Agent directing the disbursement of the Earnest Money or the delivery of the Letter of Crexxx xx the party or parties entitled to receive the Earnest Money promptly upon receipt of a demand frxx xxxx party or partiesprovided above. (e) Upon delivery of the Letter of Credit, if any, to Seller, Seller is authorized to immediately present it to the issuer for payment. (f) The Letter of Credit shall contain an expiry date of not earlier than April 29, 2005. If, for whatever reason, Seller has been unable to present the Letter of Credit for payment on or before March 29, 2005, or if, once presented, Seller has not been paid the full amount of the Letter of Credit by March 29, 2005, in any such case, Buyer shall immediately cause a substitute Letter of Credit to be issued in the same amount with an expiry date of no earlier than May 30, 2005 (this process shall continue monthly until the Letter of Credit is either delivered to Buyer or tendered by Seller to the issuing bank such that they do not expire prior thereto). If, for whatever reason, Buyer fails to cause a substitute Letter of Credit to be issued at least twenty-five (25) days prior to the expiry date of the existing Letter of Credit, then Buyer and Seller hereby authorize Closing Agent to immediately present the existing Letter of Credit for payment and, once paid, to hold the proceeds as "Earnest Money" in accordance with the terms of thix Xxxxxact. Buyer and Seller agree that Closing Agent is authorized to present the Letter of Credit for payment even if Buyer has delivered instructions to the contrary to Closing Agent; provided, that Closing Agent shall not present the existing Letter of Credit as authorized by this SECTION 1.3(f) only if Closing Agent receives written instructions to the contrary from both Buyer and Seller. TO SIGNIFY THEIR AWARENESS AND AGREEMENT TO BE BOUND BY THE TERMS, OF THIS SECTION 1.3(f), BUYER AND SELLER, THROUGH THEIR AUTHORIZED REPRESENTATIVES HAVE SEPARATELY INITIALED THIS SECTION 1.3(f). This SECTION 1.3(f) shall survive the termination or expiration of this Contract.

Earnest Money. (a) On the Effective Date (defined in XXXXXXX 9.14), as It is a condition precedent to the continued effectiveness of this ContractAgreement that within five (5) days of the execution of this Agreement by Purchaser, Buyer Purchaser shall deposit with Marble Hexter-Fair Title Company, L.L.C. (TITLE COMPANY), as agent for Chicago Title Insurance Company (CLOSING AGENT), 2001 Bryan Street8333 Douglas Xxxxxx, Suite 1700130, Dallas, Texas 75201Xxxxx 00000, XxxxxxxxxXxxx: Kerri A. MajorsXxxxx Erick (the "CLOSING AGENT"), Phone: (214) 965-1672by wire transfer or delivery of a cashier's check, Fax: (214) 000-0000, $000,000 in (x) xxxxxxxxxxx immediately available federal xxnds or funds in the amount of Twenty Five Thousand Dollars (ii) the form of an unconditional and irrevocable letter of credit in favor of Seller and Closing Agent on terms and from an issuer reasonably acceptable to Seller (a LETTER OF CREDIT$25,000) (the "INITIAL EARNEST MONEY"). On or before the Inspecxxxx Xxriod Expiration Date, unless this Agreement has been properly terminated by Purchaser in accordance with Section 5.4 hereof, Purchaser shall deliver to Closing Agent an additional Twenty Five Thousand Dollars ($25,000) (the "ADDITIONAL EARNEST MONEY") to be held as additional xxxxxxt money. The Initial Earnest Money xxx xxe Additional Earnest Money, along with any accrued inxxxxxx thereon, are collectively referred to herein as the "EARNEST MONEY." (b) The Earnest Money, if paid in On the xxxx xf immediately xxxxxxxle federal funds (and not by Letter Closing Agent's xxxxxxx of Credit), shall be applied to the Purchase Price at Closing, however, any Letter of Credit shall be returned to Buyer after Closing with no portion of its funds having been credited against the Purchase Price. The Earnest Money is non-refundable to Buyer in all evxxxx, xxcept for a Seller default or as otherwise specifically set forth herein. If Buyer fails to deliver the Earnest Money, this Contract will automatically terminatethe Closing Agent shall dxxxxxx such Earnest Money into an interest-bearing mxxxx xxrket account maintained at a federally insured bank or savings and loan association located in Dallas County, Texas. If Buyer fails to close the transaction on January 31, 2005Such account shall have no penalty for early withdrawal, and the Closing is not extended by mutual written agreement Purchaser agrees and acknowledges that Seller shall have no responsibility or liability for any loss of the parties or pursuant to the provisions of SECTION 6.1, this Contract will automatically terminate, the Earnest Money will be paid to Seller and the partixx xxxx have no further obligations to each otheror any portion thereof. If xxx xx the Earnest Money to be delivered pursuant tx Xxxxxon 2.2(a) is not timely delivered by Purchaser to the Closing Agent, Seller may terminate this Agreement by delivering written notice of such termination to Purchaser, and any of the Earnest Money is previously delivered to Clxxxxx Xgent, if any, shall be delivered to Seller as liquidated damages. Upon said termination, (i) neither Seller nor Purchaser shall have any further obligation or liability to the other hereunder, except as provided in Sections 5.3. and 6.4 hereof, and (ii) Purchaser shall deliver to Seller all of the form of a Letter of Credit xxxx, any reference Documents and Purchaser's Information (as defined in Section 5.2(c)). Notwithstanding anything to the contrary contained elsewhere in this Contract to Seller being paid any portion Agreement, $100.00 of the Earnest Money shall serve as independent xxxxxxeration for this Agreement (the "INDEPENDENT CONSIDERATION"), and shall be non-refundable for any reason. If the transaction contemplated hereby is deemed consummated in accordance with the terms and provisions hereof, the Earnest Money shall be credited against xxx Xxxchase Price at Closing. All interest earned shall be reported to include the Internal Revenue Service as income of Purchaser and Seller shalx xxxx Purchaser shall promptly execute all forms reasonably requested by the right to draw upon the Letter of Credit and retain the proceedsClosing Agent with respect thereto. (c) If this Contract does not closeThe balance of the Purchase Price, as adjusted by the prorations and credits specified herein, less the Earnest Money will be paid or and less the Closing Agent shxxx xxxiver the Letter of Credit as provided in this Contract. Closing Agent shall, promptly upon receipt, place the wire transferred Earnest Money in a federally insured, interest beaxxxx xxcount. All interest on the Earnest Money becomes part of the Earnest Money. All xxxxrest on the Earnest Money wxxx xx reported to the Internal Revxxxx Xxrvice as income of Buyer. Buyer shall promptly execute and deliver to Closing Agent all forms reasonably requested by Closing Agent with respect to the Earnest Money. Buyer acknowledges and agrees that, xxxxxx for a default by Sellers under SECTION 7.1 or SECTION 7.2 or the occurrence of a Major Casualty prior to Closing, the Earnest Money is non-refundable to Buyer. Buyer acxxxxxxxges and agrees that, except for a default by Sellers under SECTION 7.1 or SECTION 7.2 or the occurrence of a Major Casualty occurs prior to Closing, the Earnest Money is non-refundable to Buyer. (d) Closing Xxxxx is authorized and directed to pay the Earnest Money and/or deliver any Letter of Credit xxx xxx portion of the Earnest Money to the party entitled to receive the Earnest Money under the terms of this Contract. Sexxxxx xr Buyer, as appropriate, shall deliver a letter of instruction to Closing Agent directing the disbursement of the Earnest Money or the delivery of the Letter of Crexxx xx the party or parties entitled to receive the Earnest Money promptly upon receipt of a demand frxx xxxx party or parties. (e) Upon delivery of the Letter of Credit, if any, to Seller, Seller is authorized to immediately present it to the issuer for payment. (f) The Letter of Credit shall contain an expiry date of not earlier than April 29, 2005. If, for whatever reason, Seller has been unable to present the Letter of Credit for payment on or before March 29, 2005, or if, once presented, Seller has not been paid the full amount of the Letter of Credit by March 29Note, 2005, in any such case, Buyer shall immediately cause a substitute Letter of Credit to be issued paid on the Closing Date in the same amount with an expiry date of no earlier than May 30, 2005 (this process shall continue monthly until the Letter of Credit is either delivered to Buyer or tendered by Seller to the issuing bank such that they do not expire prior thereto). If, for whatever reason, Buyer fails to cause a substitute Letter of Credit to be issued at least twenty-five (25) days prior to the expiry date of the existing Letter of Credit, then Buyer and Seller hereby authorize Closing Agent to immediately present the existing Letter of Credit for payment and, once paid, to hold the proceeds as "Earnest Money" manner set forth in accordance with the terms of thix Xxxxxact. Buyer and Seller agree that Closing Agent is authorized to present the Letter of Credit for payment even if Buyer has delivered instructions to the contrary to Closing Agent; provided, that Closing Agent shall not present the existing Letter of Credit as authorized by this SECTION 1.3(f) only if Closing Agent receives written instructions to the contrary from both Buyer and Seller. TO SIGNIFY THEIR AWARENESS AND AGREEMENT TO BE BOUND BY THE TERMS, OF THIS SECTION 1.3(f), BUYER AND SELLER, THROUGH THEIR AUTHORIZED REPRESENTATIVES HAVE SEPARATELY INITIALED THIS SECTION 1.3(f). This SECTION 1.3(f) shall survive the termination or expiration of this ContractSection 6.2.

Earnest Money. No later than five (a0) On xxsiness days after the Effective Date full execution hereof, Purchaser and Seller will enter into a joint order escrow agreement (defined the "Escrow") in XXXXXXX 9.14), as a condition form reasonably satisfactory to the continued effectiveness of this Contract, Buyer shall deposit Purchaser and Seller with Marble Title Company, L.L.C. (TITLE COMPANY), as agent for Chicago First American Title Insurance Company (CLOSING AGENTthe "Title Company"), 2001 Bryan Streetor such title insurance company's affiliate, Suite 1700as escrowee ("Escrowee"), Dallasand Purchaser shall deposit into the Escrow, Texas 75201as earnest money, Xxxxxxxxx: Kerri A. Majors, Phone: the amount of One Hundred Thoxxxxx Xollars (214) 965-1672, Fax: (214) 000-0000, $000,000 in (x) xxxxxxxxxxx available federal xxnds or (ii) the form of an unconditional and irrevocable letter of credit in favor of Seller and Closing Agent on terms and from an issuer reasonably acceptable to Seller (a LETTER OF CREDIT100,000) (the EARNEST MONEY"Initial Earnest Money"). . Purchaser shall, within thxxx (b0) business days after Seller's acceptance of an Application (as described in Section 6.2 below), make an additional deposit into the Escrow of One Hundred Thousand Dollars ($100,000) (the "Additional Earnest Money"). The Initial Earnest Money xxx xxx Additional Earnest Monxx, xxxether with all interest eaxxxx xxereon, are referred to herein as the "Earnest Money". The cost of the Escrow shalx xx xxid equally by Seller and Purchaser, except that Purchaser shall pay any investment fee. Purchaser may, at its option, direct the Escrowee to invest the Earnest Money in a federally insured interesx-xxxxxng account designated by Purchaser. The Earnest Money, if paid in the xxxx xf immediately xxxxxxxle federal funds (and not by Letter of Credit), Money shall be applied to as a credit axxxxxx the Purchase Price at Closing, however, any Letter of Credit shall be returned to Buyer after Closing or disbursed in accordance with no portion of its funds having been credited against the Purchase Pricethis Agreement. The Earnest Money is non-shall be refundable to Buyer Purchasxx xxxx termination of this Agreement for any reason other than Purchaser's default in all evxxxx, xxcept for a Seller default or as otherwise specifically set forth hereinits obligation to close. If Buyer fails to deliver In the Earnest Money, this Contract will automatically terminate. If Buyer fails to close the transaction on January 31, 2005, and the Closing is not extended by mutual written agreement of the parties or pursuant to the provisions of SECTION 6.1, this Contract will automatically terminate, the Earnest Money will be paid to Seller and the partixx xxxx have no further obligations to each other. If any of the Earnest Money is in the form event of a Letter of Credit xxxx, any reference default by Purchaser in this Contract its obligation to Seller being paid any portion of the Earnest Money is deemed to include and Seller shalx xxxx the right to draw upon the Letter of Credit and retain the proceeds. (c) If this Contract does not close, the Earnest Money will and any interest earned thereox xxxxx be paid or immediately payable to Seller. In the Closing Agent shxxx xxxiver event either party improperly and unreasonably refuses to cooperate in good faith in the Letter of Credit as provided in this Contract. Closing Agent shall, promptly upon receipt, place the wire transferred Earnest Money in a federally insured, interest beaxxxx xxcount. All interest on the Earnest Money becomes part release of the Earnest Money. All xxxxrest on , then the party at fault shall xx xxxble for and pay all of the other party's costs, expenses, attorneys' fees, and litigation costs (including appeals) incurred to obtain the Earnest Money wxxx together with an amount equal xx reported to xxxxteen percent (18%) per annum on the Internal Revxxxx Xxrvice as income of Buyer. Buyer shall promptly execute and deliver to Closing Agent all forms reasonably requested by Closing Agent with respect to the Earnest Money. Buyer acknowledges and agrees that, xxxxxx for a default by Sellers under SECTION 7.1 or SECTION 7.2 or the occurrence of a Major Casualty prior to Closing, the Earnest Money is non-refundable to Buyer. Buyer acxxxxxxxges and agrees that, except for a default by Sellers under SECTION 7.1 or SECTION 7.2 or the occurrence of a Major Casualty occurs prior to Closing, the Earnest Money is non-refundable to Buyer. (d) Closing Xxxxx is authorized and directed to pay the Earnest Money and/or deliver any Letter of Credit xxx xxx portion entire balance of the Earnest Money to withheld from the date of such xxxxxxl until the date earnest money is available for immediate recxxxx xx the party entitled to receive the Earnest Money under the terms of this Contract. Sexxxxx xr Buyer, as appropriate, shall deliver a letter of instruction to Closing Agent directing the disbursement of the Earnest Money or the delivery of the Letter of Crexxx xx the party or parties entitled to receive the Earnest Money promptly upon receipt of a demand frxx xxxx party or partiesthereto. (e) Upon delivery of the Letter of Credit, if any, to Seller, Seller is authorized to immediately present it to the issuer for payment. (f) The Letter of Credit shall contain an expiry date of not earlier than April 29, 2005. If, for whatever reason, Seller has been unable to present the Letter of Credit for payment on or before March 29, 2005, or if, once presented, Seller has not been paid the full amount of the Letter of Credit by March 29, 2005, in any such case, Buyer shall immediately cause a substitute Letter of Credit to be issued in the same amount with an expiry date of no earlier than May 30, 2005 (this process shall continue monthly until the Letter of Credit is either delivered to Buyer or tendered by Seller to the issuing bank such that they do not expire prior thereto). If, for whatever reason, Buyer fails to cause a substitute Letter of Credit to be issued at least twenty-five (25) days prior to the expiry date of the existing Letter of Credit, then Buyer and Seller hereby authorize Closing Agent to immediately present the existing Letter of Credit for payment and, once paid, to hold the proceeds as "Earnest Money" in accordance with the terms of thix Xxxxxact. Buyer and Seller agree that Closing Agent is authorized to present the Letter of Credit for payment even if Buyer has delivered instructions to the contrary to Closing Agent; provided, that Closing Agent shall not present the existing Letter of Credit as authorized by this SECTION 1.3(f) only if Closing Agent receives written instructions to the contrary from both Buyer and Seller. TO SIGNIFY THEIR AWARENESS AND AGREEMENT TO BE BOUND BY THE TERMS, OF THIS SECTION 1.3(f), BUYER AND SELLER, THROUGH THEIR AUTHORIZED REPRESENTATIVES HAVE SEPARATELY INITIALED THIS SECTION 1.3(f). This SECTION 1.3(f) shall survive the termination or expiration of this Contract.

Earnest Money. Within three (a3) On Busxxxxx Xays after the Effective Date (defined in XXXXXXX 9.14)Dxxx, as a condition xxe Buyer will cause to be delivered to the continued effectiveness Escrow Agent the amount of ONE HUNDRED TWENTY FIVE THOUSAND AND NO/100 DOLLARS ($125,000.00 U.S.) in immediately available funds, to secure Buyer's performance pursuant to the terms and conditions of this ContractAgreement, Buyer shall deposit to be held in an interest bearing account with Marble Title Company, L.L.C. (TITLE COMPANY), as agent for Chicago Title Insurance Company (CLOSING AGENT), 2001 Bryan Street, Suite 1700, Dallas, Texas 75201, Xxxxxxxxx: Kerri A. Majors, Phone: (214) 965-1672, Fax: (214) 000-0000, $000,000 in (x) xxxxxxxxxxx available federal xxnds or (ii) the form of an unconditional and irrevocable letter of credit in favor of Seller and Closing Agent on terms and from an issuer a federally insured institution reasonably acceptable to Seller Buyer (a LETTER OF CREDITsaid sum and all interest earned thereon is herein the "INITIAL EARNEST MONEY"). Additional earnest money in the amount of ONE HUNDXXX XXXNTY FIVE THOUSAND AND XX/000 DOLLARS ($125,000.00 U.S.) (the "ADDITIONAL EARNEST MONEY). ") shall be delivered to the Escrow Agent in immediatexx xxxxlable funds within three (b3) Business Days after the expiration of the Buyer's Examination Period as defined herein in the event Buyer does not terminate this Agreement prior to the expiration of the Buyer's Examination Period pursuant to the provisions of this Agreement. The Additional Earnest Money shall also be placed in the interest bearing account xxxxxxxced above and shall be applied at Closing or otherwise disbursed as provided by the other terms of this Agreement. The Initial Earnest Money and the Additional Earnest Money, together with all ixxxxxxx accrued thereon, are herexxxxxxx referred to collectively as the "EARNEST MONEY," which Earnest Money shall be nonrefundable to Buyer xxxxxx Buyer exercisex x xxxht to terminate this Agreement in accordance with the terms of this Agreement and shall be applied at Closing. Seller shall have the option of terminating this Agreement if paid in the xxxx xf immediately xxxxxxxle federal funds (Earnest Money is not delivered to the Escrow Agent within /s/ J.L. /s/ [ILLEGIBLE] Purchase and not by Letter of Credit)Sale Agreement XXL One, Ltd., as Seller Inland Real Estate Acquisitions, Inc., as Buyer such time. In the event this transaction closes, the Earnest Money shall be applied to the Purchase Price at Closing. Thx Xxxxxst Money shall otherwise be disbursed in accordance with the axxxxxxxle provisions of SECTIONS 5, however7, any Letter 11.9, 14, 22 AND 23 of Credit shall be returned to Buyer after Closing with no portion of its funds having been credited against the Purchase Price. The Earnest Money is non-refundable to Buyer in all evxxxx, xxcept for a Seller default or as otherwise specifically set forth hereinthis Agreement. If Buyer fails to deliver the Earnest Money, this Contract will automatically terminate. If Buyer fails to close the transaction on January 31, 2005, and the Closing is not extended by mutual written agreement of the parties or pursuant to the provisions of SECTION 6.1, this Contract will automatically terminate, the Earnest Money will be paid to Seller and the partixx xxxx have no further obligations to each other. If any of the Earnest Money is in returned to Buyer on account of Buyer's election tx xxxxxnate this Agreement, such payment constitutes: a complete release of all claims, if any, that Buyer has or may have against Seller; of any rights that Buyer has under this Agreement; and termination of any obligation Seller has to anyone under this Agreement. Notwithstanding anything to the form of a Letter of Credit xxxx, any reference contrary provided above or elsewhere in this Contract to Seller being paid any portion of Agreement, the Escrow Agent shall disburse the Earnest Money is deemed to include and Seller shalx xxxx the right to draw only upon the Letter of Credit and retain the proceeds. (c) If this Contract does not close, the Earnest Money will be paid or the Closing Agent shxxx xxxiver the Letter of Credit as provided in this Contract. Closing Agent shall, promptly upon receipt, place the wire transferred Earnest Money in a federally insured, interest beaxxxx xxcount. All interest on the Earnest Money becomes part receipt of the Earnest Money. All xxxxrest on joint order of Seller and Buxxx; xxovided, however, that only the Earnest Money wxxx xx reported to the Internal Revxxxx Xxrvice as income order of Buyer. Buyer shall promptly execute and deliver be required to Closing Agent all forms reasonably requested by Closing Agent with respect to the Earnest Money. Buyer acknowledges and agrees that, xxxxxx for a default by Sellers under SECTION 7.1 or SECTION 7.2 or the occurrence of a Major Casualty prior to Closing, the Earnest Money is non-refundable to Buyer. Buyer acxxxxxxxges and agrees that, except for a default by Sellers under SECTION 7.1 or SECTION 7.2 or the occurrence of a Major Casualty occurs prior to Closing, the Earnest Money is non-refundable to Buyer. (d) Closing Xxxxx is authorized and directed to pay the Earnest Money and/or deliver any Letter of Credit xxx xxx portion of the Earnest Money to the party entitled to receive the Earnest Money under the terms of this Contract. Sexxxxx xr Buyer, as appropriate, shall deliver a letter of instruction to Closing Agent directing the direct disbursement of the Earnest Money or the delivery of the Letter of Crexxx xx the party or parties entitled to receive the Earnest Money promptly upon receipt of a demand frxx xxxx party or parties. (e) Upon delivery of the Letter of Credit, if any, to Seller, Seller is authorized to immediately present it to the issuer for payment. (f) The Letter of Credit shall contain an expiry date of not earlier than April 29, 2005. If, for whatever reason, Seller has been unable to present the Letter of Credit for payment on or before March 29, 2005, or if, once presented, Seller has not been paid the full amount of the Letter of Credit by March 29, 2005, in any such case, Buyer shall immediately cause a substitute Letter of Credit to be issued in the same amount with an expiry date of no earlier than May 30, 2005 (this process shall continue monthly until the Letter of Credit is either delivered to Buyer or tendered by Seller to the issuing bank such that they do not expire prior thereto). If, for whatever reason, Buyer fails to cause a substitute Letter of Credit to be issued at least twenty-five (25) days prior to the expiry date of the existing Letter of Credit, then Buyer and Seller hereby authorize Closing Agent to immediately present the existing Letter of Credit for payment and, once paid, to hold the proceeds as "Earnest Money" in accordance with the terms of thix Xxxxxact. Buyer and Seller agree that Closing Agent is authorized to present the Letter of Credit for payment even if Buyer has delivered instructions to the contrary to Closing Agent; provided, that Closing Agent shall not present the existing Letter of Credit as authorized by this SECTION 1.3(f) only if Closing Agent receives written instructions to the contrary from both Buyer and Seller. TO SIGNIFY THEIR AWARENESS AND AGREEMENT TO BE BOUND BY THE TERMS, OF THIS SECTION 1.3(f), BUYER AND SELLER, THROUGH THEIR AUTHORIZED REPRESENTATIVES HAVE SEPARATELY INITIALED THIS SECTION 1.3(f). This SECTION 1.3(f) shall survive the termination or expiration of this ContractBuyer's Examination Period.

Earnest Money. Within two (a2) On business days after the Effective Date Date, Purchaser shall deliver to Title Guaranty Escrow Services, Inc., attention Jeremy Trueblood, as escrow agent for Title Insurer (as hereinafter defined) (“Escrow Agent”), an amount equal to One Million and No/100 Dollars ($1,000,000.00) in immediately available funds (the “Initial Earnest Money”). If Purchaser delivers Notice of Acceptance (as hereinafter defined) pursuant to Section 8.1 below, then Purchaser shall deliver to Escrow Agent an additional amount equal to One Million Six Hundred Twenty-Five Thousand and No/100 Dollars ($1,625,000.00) in immediately available funds (the “Additional Earnest Money”) within two (2) business day after the expiration of the Due Diligence Period (as defined in XXXXXXX 9.14Section 8.1), as a condition to so that the continued effectiveness total earnest money deposit held by Escrow Agent (exclusive of this Contract, Buyer interest earned thereon) shall deposit with Marble Title Company, L.L.C. equal Two Million Six Hundred Twenty-Five Thousand and No/100 Dollars (TITLE COMPANY$2,625,000.00), as agent for Chicago Title Insurance Company (CLOSING AGENT), 2001 Bryan Street, Suite 1700, Dallas, Texas 75201, Xxxxxxxxx: Kerri A. Majors, Phone: (214) 965-1672, Fax: (214) 000-0000, $000,000 in (x) xxxxxxxxxxx available federal xxnds or (ii) . The Initial Earnest Money and the form of an unconditional and irrevocable letter of credit in favor of Seller and Closing Agent on terms and from an issuer reasonably acceptable to Seller (a LETTER OF CREDIT) (the EARNEST MONEY). (b) The Additional Earnest Money, if paid to the extent deposited, together with any interest earned thereon and net of investment costs, are referred to in this Agreement as the xxxx xf immediately xxxxxxxle federal funds (and not by Letter of Credit), “Earnest Money.” The Earnest Money shall be applied invested as Purchaser directs. Any and all interest earned on the Earnest Money shall be reported to Purchaser’s federal tax identification number. Except as expressly set forth herein to the Purchase Price at Closingcontrary, howeverthe Earnest Money shall become nonrefundable upon the expiration of the Due Diligence Period if Purchaser delivers Notice of Acceptance pursuant to Section 8.1 on or before the expiration of the Due Diligence Period. Notwithstanding the prior sentence, any Letter if the transaction fails to close because of Credit Seller’s default under this Agreement and Purchaser elects to terminate this Agreement pursuant to Section 7.1, or if the transaction fails to close due to failure of a condition precedent to Purchaser’s obligations to close, then the Earnest Money shall be returned to Buyer after Closing with no portion of its funds having been credited against the Purchase Price. The Earnest Money is non-refundable to Buyer in all evxxxx, xxcept for a Seller default or as otherwise specifically set forth hereinPurchaser. If Buyer fails to deliver the Earnest Money, this Contract will automatically terminate. If Buyer fails to close the transaction on January 31, 2005, and the Closing is not extended by mutual written agreement of the parties or pursuant to the provisions of SECTION 6.1, this Contract will automatically terminate, the Earnest Money will be paid to Seller and the partixx xxxx have no further obligations to each other. If any of the Earnest Money is in the form of a Letter of Credit xxxx, any reference in this Contract to Seller being paid any portion of the Earnest Money is deemed to include and Seller shalx xxxx the right to draw upon the Letter of Credit and retain the proceeds. (c) If this Contract does not close, the Earnest Money will be paid or the Closing Agent shxxx xxxiver the Letter of Credit as provided in this Contract. Closing Agent shall, promptly upon receipt, place the wire transferred Earnest Money in a federally insured, interest beaxxxx xxcount. All interest on the Earnest Money becomes part of the Earnest Money. All xxxxrest on the Earnest Money wxxx xx reported to the Internal Revxxxx Xxrvice as income of Buyer. Buyer shall promptly execute and deliver to Closing Agent all forms reasonably requested by Closing Agent with respect to the Earnest Money. Buyer acknowledges and agrees that, xxxxxx for a default by Sellers under SECTION 7.1 or SECTION 7.2 or the occurrence of a Major Casualty prior to Closing, the Earnest Money is non-refundable to Buyer. Buyer acxxxxxxxges and agrees that, except for a default by Sellers under SECTION 7.1 or SECTION 7.2 or the occurrence of a Major Casualty occurs prior to Closing, the Earnest Money is non-refundable to Buyer. (d) Closing Xxxxx is authorized and directed to pay the Earnest Money and/or deliver any Letter of Credit xxx xxx portion of the Earnest Money to the party entitled to receive the Earnest Money under the terms of this Contract. Sexxxxx xr Buyer, as appropriate, shall deliver a letter of instruction to Closing Agent directing the disbursement of the Earnest Money or the delivery of the Letter of Crexxx xx the party or parties entitled to receive the Earnest Money promptly upon receipt of a demand frxx xxxx party or parties. (e) Upon delivery of the Letter of Credit, if any, to Seller, Seller is authorized to immediately present it to the issuer for payment. (f) The Letter of Credit shall contain an expiry date of not earlier than April 29, 2005. If, for whatever reason, Seller has been unable to present the Letter of Credit for payment on or before March 29, 2005, or if, once presented, Seller has not been paid the full amount of the Letter of Credit by March 29, 2005, in any such case, Buyer shall immediately cause a substitute Letter of Credit to be issued in the same amount with an expiry date of no earlier than May 30, 2005 (this process shall continue monthly until the Letter of Credit is either delivered to Buyer or tendered by Seller to the issuing bank such that they do not expire prior thereto). If, for whatever reason, Buyer fails to cause a substitute Letter of Credit to be issued at least twenty-five (25) days prior to the expiry date of the existing Letter of Credit, then Buyer and Seller hereby authorize Closing Agent to immediately present the existing Letter of Credit for payment and, once paid, to hold the proceeds as "Earnest Money" closes in accordance with the terms of thix Xxxxxact. Buyer and Seller agree that Closing Agent is authorized to present the Letter of Credit for payment even if Buyer has delivered instructions to the contrary to Closing Agent; providedthis Agreement, that Closing then Escrow Agent shall not present deliver the existing Letter of Credit Earnest Money to Seller at Closing as authorized by payment toward the Purchase Price. The parties shall promptly direct Escrow Agent to deliver the Earnest Money in accordance with this SECTION 1.3(f) only if Closing Agent receives written instructions to the contrary from both Buyer and SellerAgreement. TO SIGNIFY THEIR AWARENESS AND AGREEMENT TO BE BOUND BY THE TERMS, OF THIS SECTION 1.3(f), BUYER AND SELLER, THROUGH THEIR AUTHORIZED REPRESENTATIVES HAVE SEPARATELY INITIALED THIS SECTION 1.3(f). This SECTION 1.3(f) shall survive the termination or expiration of this Contract.1379426.v9 ImanageDB:4161238.11

Earnest Money. The first Five Million Dollars (a$5,000,000) On of the Effective Comxxxx Xxrchase Price (the "Earnest Money") will be paid by Buyer to Seller on the date of executxxx xx this Agreement in cash by wire transfer in accordance with the wire transfer instructions set forth in Exhibit A. Buyer shall be entitled to prompt return of the Earnest Money, together with interest earned thereon at the rate of txx xxx one-half percent (2.5%) per annum, if Buyer notifies Seller on or before the Closing Date (defined in XXXXXXX 9.14), that the Closing shall not occur as a condition result of (i) a failure of Seller to either (A) comply with his obligations under Section 3.2.3 or (B) close the continued effectiveness transactions contemplated by this Agreement other than as a result of this Contracta breach by Buyer, Buyer shall deposit with Marble Title Company, L.L.C. (TITLE COMPANY), as agent for Chicago Title Insurance Company (CLOSING AGENT), 2001 Bryan Street, Suite 1700, Dallas, Texas 75201, Xxxxxxxxx: Kerri A. Majors, Phone: (214) 965-1672, Fax: (214) 000-0000, $000,000 in (x) xxxxxxxxxxx available federal xxnds or (ii) the form existence of an unconditional Potential Environmental Liabilities of more than Five Million Dollars ($5,000,000) in excess of any amount recorded on the Financial Statements, whether or not the fact or condition giving rise to such Potential Environmental Liabilities would cause any representations and irrevocable letter warranties made herein to be inaccurate, or (iii) the failure of credit a landlord of one or more of the Facilities to consent to Buyer's conducting due diligence at such Facilities as contemplated in favor of Seller and Closing Agent on terms and from an issuer reasonably acceptable to Seller Section 6.4. If (a LETTER OF CREDITa) (the EARNEST MONEY). Buyer does not so notify Seller, (b) The Earnest Money, if paid in the xxxx xf immediately xxxxxxxle federal funds (and not by Letter of Credit), shall be applied to the Purchase Price at Closing, however, any Letter of Credit shall be returned to Buyer after Closing with no portion of its funds having been credited against the Purchase Price. The Earnest Money is non-refundable to Buyer in all evxxxx, xxcept for a Seller default or as otherwise specifically set forth herein. If Buyer fails to deliver the Earnest Money, this Contract will automatically terminate. If Buyer fails thereafter refuses to close the transaction transactions contemplated by this Agreement on January 31the Closing Date, 2005even though Seller is obligated to close, and (c) Seller fulfills all of the conditions precedent to the Closing and is not extended by mutual written agreement of ready, willing and able to close on the parties or pursuant Closing Date, then Seller shall be entitled to the provisions of SECTION 6.1, this Contract will automatically terminate, the Earnest Money will be paid to Seller and the partixx xxxx have no further obligations to each other. If any receipt of the Earnest Money is in the form of and all interest earned thereon, as full and liquidated xxxxxxs for Buyer's breach and not as a Letter of Credit xxxxpenalty, any reference in this Contract to and as Seller's sole and exclusive remedy for such breach by Buyer. If Buyer so notifies Seller being paid any portion of and Seller thereafter does not promptly refund the Earnest Money is deemed and interest thereon, then from the date of Buyer's demxxx xxxrefor until the date of payment to include Buyer, the amounts owed hereunder shall bear interest at the rate of ten percent (10%) per annum. Seller and Seller shalx xxxx the right to draw upon Company hereby agree that from and after the Letter date of Credit demand by Buyer and retain the proceeds. (c) If this Contract does not close, until such time as Buyer has been paid the Earnest Money will and all accrued interest in full, any distribution by exxxxx xhe Partnership to the Company or the LLC to Seller shall be paid or to Buyer and applied to reduce the Closing Agent shxxx xxxiver amount owed, and Seller and the Letter Company hereby agree that Buyer shall have a right of Credit as provided in this Contract. Closing Agent shall, promptly upon receipt, place the wire transferred Earnest Money in a federally insured, interest beaxxxx xxcount. All interest on the Earnest Money becomes part of the Earnest Money. All xxxxrest on the Earnest Money wxxx xx reported setoff to the Internal Revxxxx Xxrvice as income of Buyer. Buyer shall promptly execute and deliver to Closing Agent all forms reasonably requested fullest extent permitted by Closing Agent with respect to the Earnest Money. Buyer acknowledges and agrees that, xxxxxx for a default by Sellers under SECTION 7.1 or SECTION 7.2 or the occurrence of a Major Casualty prior to Closing, the Earnest Money is non-refundable to Buyer. Buyer acxxxxxxxges and agrees that, except for a default by Sellers under SECTION 7.1 or SECTION 7.2 or the occurrence of a Major Casualty occurs prior to Closing, the Earnest Money is non-refundable to Buyerlaw during such time. (d) Closing Xxxxx is authorized and directed to pay the Earnest Money and/or deliver any Letter of Credit xxx xxx portion of the Earnest Money to the party entitled to receive the Earnest Money under the terms of this Contract. Sexxxxx xr Buyer, as appropriate, shall deliver a letter of instruction to Closing Agent directing the disbursement of the Earnest Money or the delivery of the Letter of Crexxx xx the party or parties entitled to receive the Earnest Money promptly upon receipt of a demand frxx xxxx party or parties. (e) Upon delivery of the Letter of Credit, if any, to Seller, Seller is authorized to immediately present it to the issuer for payment. (f) The Letter of Credit shall contain an expiry date of not earlier than April 29, 2005. If, for whatever reason, Seller has been unable to present the Letter of Credit for payment on or before March 29, 2005, or if, once presented, Seller has not been paid the full amount of the Letter of Credit by March 29, 2005, in any such case, Buyer shall immediately cause a substitute Letter of Credit to be issued in the same amount with an expiry date of no earlier than May 30, 2005 (this process shall continue monthly until the Letter of Credit is either delivered to Buyer or tendered by Seller to the issuing bank such that they do not expire prior thereto). If, for whatever reason, Buyer fails to cause a substitute Letter of Credit to be issued at least twenty-five (25) days prior to the expiry date of the existing Letter of Credit, then Buyer and Seller hereby authorize Closing Agent to immediately present the existing Letter of Credit for payment and, once paid, to hold the proceeds as "Earnest Money" in accordance with the terms of thix Xxxxxact. Buyer and Seller agree that Closing Agent is authorized to present the Letter of Credit for payment even if Buyer has delivered instructions to the contrary to Closing Agent; provided, that Closing Agent shall not present the existing Letter of Credit as authorized by this SECTION 1.3(f) only if Closing Agent receives written instructions to the contrary from both Buyer and Seller. TO SIGNIFY THEIR AWARENESS AND AGREEMENT TO BE BOUND BY THE TERMS, OF THIS SECTION 1.3(f), BUYER AND SELLER, THROUGH THEIR AUTHORIZED REPRESENTATIVES HAVE SEPARATELY INITIALED THIS SECTION 1.3(f). This SECTION 1.3(f) shall survive the termination or expiration of this Contract.

Earnest Money. (a) On the Effective Date (defined in XXXXXXX 9.14), as It is a condition precedent to the continued effectiveness xxxxxxiveness of this ContractAgreement that within five (5) days of the execution of this Agreement by Purchaser, Buyer Purchaser shall deposit with Marble Republic Title Companyof Texas, L.L.C. (TITLE COMPANY)Inc., as agent for Chicago Title Insurance Company (CLOSING AGENT), 2001 Bryan 2626 Howell Street, Suite 170010th Floor, Dallas, Texas 7520175204, XxxxxxxxxXxxx: Kerri A. MajorsXxxxxxxx Xxxxxxx (the "CLOSING AGENT"), Phone: (214) 965-1672by wire trxxxxxx xx xxxxxxxx xx a cashier's check, Fax: (214) 000-0000, $000,000 in (x) xxxxxxxxxxx immediately available federal xxnds or funds in the amount of Ten Thousand Dollars (ii) the form of an unconditional and irrevocable letter of credit in favor of Seller and Closing Agent on terms and from an issuer reasonably acceptable to Seller (a LETTER OF CREDIT$10,000) (along with any accrued interest, the "EARNEST MONEY"). (b) The Earnest On the Closing Agent's receipt ox xxx Xarnest Money, if paid the Closing Agent shall deposit sucx Xxxxxst Money into an interest-bearing money markex xxxxxnt maintained at a federally insured bank or savings and loan association located in the xxxx xf immediately xxxxxxxle federal funds (and not by Letter of Credit)Dallas County, Texas. Such account shall be applied to the Purchase Price at Closing, however, any Letter of Credit shall be returned to Buyer after Closing with have no portion of its funds having been credited against the Purchase Price. The Earnest Money is non-refundable to Buyer in all evxxxx, xxcept penalty for a Seller default or as otherwise specifically set forth herein. If Buyer fails to deliver the Earnest Money, this Contract will automatically terminate. If Buyer fails to close the transaction on January 31, 2005early withdrawal, and the Closing is not extended by mutual written agreement of the parties or pursuant to the provisions of SECTION 6.1, this Contract will automatically terminate, the Earnest Money will be paid to Purchaser agrees and acknowledges that Seller and the partixx xxxx shall have no further obligations to each other. If responsibility or liability for any loss of the Earnest Money or any portion thereof. If the Earnexx Xxxxy to be delivered pursuant to Section 2.2(a) is not timely delivered by Purchaser to the Closing Agent, Seller may terminate this Agreement by delivering written notice of such termination to Purchaser. Upon said termination, (i) neither Seller nor Purchaser shall have any further obligation or liability to the other hereunder, except as provided in the form of a Letter of Credit xxxxSections 5.3. and 6.4 hereof, any reference in this Contract and (ii) Purchaser shall deliver to Seller being paid any portion all of the Earnest Money is deemed to include Documents and Seller shalx xxxx the right to draw upon the Letter of Credit and retain the proceedsPurchaser's Information (as defined in Section 5.2(c)). (c) Upon execution hereof, Purchaser shall deliver to Seller the sum of $100.00 which shall be independent consideration for this Agreement (the "INDEPENDENT CONSIDERATION"). (d) If this Contract does not closethe transaction contemplated hereby is consummated in accordance with the terms and provisions hereof, the Earnest Money will shall be paid or credited against the Closing Agent shxxx xxxiver the Letter of Credit as provided in this Contract. Closing Agent shall, promptly upon receipt, place the wire transferred Earnest Money in a federally insured, interest beaxxxx xxcountPurchaxx Xxxxe at Closing. All interest on the Earnest Money becomes part of the Earnest Money. All xxxxrest on the Earnest Money wxxx xx earned shall be reported to the Internal Revxxxx Xxrvice Revenue Service as income of Buyer. Buyer Purchaser and Purchaser shall promptly execute and deliver to Closing Agent all forms reasonably requested by the Closing Agent with respect to the Earnest Money. Buyer acknowledges and agrees that, xxxxxx for a default by Sellers under SECTION 7.1 or SECTION 7.2 or the occurrence of a Major Casualty prior to Closing, the Earnest Money is non-refundable to Buyer. Buyer acxxxxxxxges and agrees that, except for a default by Sellers under SECTION 7.1 or SECTION 7.2 or the occurrence of a Major Casualty occurs prior to Closing, the Earnest Money is non-refundable to Buyer. (d) Closing Xxxxx is authorized and directed to pay the Earnest Money and/or deliver any Letter of Credit xxx xxx portion of the Earnest Money to the party entitled to receive the Earnest Money under the terms of this Contract. Sexxxxx xr Buyer, as appropriate, shall deliver a letter of instruction to Closing Agent directing the disbursement of the Earnest Money or the delivery of the Letter of Crexxx xx the party or parties entitled to receive the Earnest Money promptly upon receipt of a demand frxx xxxx party or partiesthereto. (e) Upon delivery The balance of the Letter of CreditPurchase Price, if anyas adjusted by the prorations and credits specified herein, to Seller, Seller is authorized to immediately present it to less the issuer for payment. (f) The Letter of Credit shall contain an expiry date of not earlier than April 29, 2005. If, for whatever reason, Seller has been unable to present Earnest Money and less the Letter of Credit for payment on or before March 29, 2005, or if, once presented, Seller has not been paid the full amount of the Letter of Credit by March 29Note, 2005, shaxx xx xaid on the Closing Date in any such case, Buyer shall immediately cause a substitute Letter of Credit to be issued t/he manner set forth in the same amount with an expiry date of no earlier than May 30, 2005 (this process shall continue monthly until the Letter of Credit is either delivered to Buyer or tendered by Seller to the issuing bank such that they do not expire prior thereto). If, for whatever reason, Buyer fails to cause a substitute Letter of Credit to be issued at least twenty-five (25) days prior to the expiry date of the existing Letter of Credit, then Buyer and Seller hereby authorize Closing Agent to immediately present the existing Letter of Credit for payment and, once paid, to hold the proceeds as "Earnest Money" in accordance with the terms of thix Xxxxxact. Buyer and Seller agree that Closing Agent is authorized to present the Letter of Credit for payment even if Buyer has delivered instructions to the contrary to Closing Agent; provided, that Closing Agent shall not present the existing Letter of Credit as authorized by this SECTION 1.3(f) only if Closing Agent receives written instructions to the contrary from both Buyer and Seller. TO SIGNIFY THEIR AWARENESS AND AGREEMENT TO BE BOUND BY THE TERMS, OF THIS SECTION 1.3(f), BUYER AND SELLER, THROUGH THEIR AUTHORIZED REPRESENTATIVES HAVE SEPARATELY INITIALED THIS SECTION 1.3(f). This SECTION 1.3(f) shall survive the termination or expiration of this ContractSection 6.2.

Earnest Money. No later than five (a0) On xxxxness days after the Effective Date full execution hereof, Purchaser and Seller will enter into a joint order escrow agreement (defined the "Escrow") in XXXXXXX 9.14), as a condition form reasonably satisfactory to the continued effectiveness of this Contract, Buyer shall deposit Purchaser and Seller with Marble Title Company, L.L.C. (TITLE COMPANY), as agent for Chicago First American Title Insurance Company (CLOSING AGENTthe "Title Company"), 2001 Bryan Streetor such title insurance company's affiliate, Suite 1700as escrowee ("Escrowee"), Dallasand Purchaser shall deposit into the Escrow, Texas 75201as earnest money, Xxxxxxxxx: Kerri A. Majors, Phone: the amount of One Hundred Thousxxx Xxxlars (214) 965-1672, Fax: (214) 000-0000, $000,000 in (x) xxxxxxxxxxx available federal xxnds or (ii) the form of an unconditional and irrevocable letter of credit in favor of Seller and Closing Agent on terms and from an issuer reasonably acceptable to Seller (a LETTER OF CREDIT100,000) (the EARNEST MONEY"Initial Earnest Money"). . Purchaser shall, within threx (b0) xusiness days after Seller's acceptance of an Application (as described in Section 6.2 below), make an additional deposit into the Escrow of One Hundred Thousand Dollars ($100,000) (the "Additional Earnest Money"). The Initial Earnest Money anx xxx Xdditional Earnest Money, if paid xxxxxher with all interest earnxx xxxxeon, are referred to herein as the "Earnest Money". The cost of the Escrow shall xx xxxx equally by Seller and Purchaser, except that Purchaser shall pay any investment fee. Purchaser may, at its option, direct the Escrowee to invest the Earnest Money in the xxxx xf immediately xxxxxxxle federal funds (and not a federally insured interest-xxxxxxx account designated by Letter of Credit), shall be applied to the Purchase Price at Closing, however, any Letter of Credit shall be returned to Buyer after Closing with no portion of its funds having been credited against the Purchase PricePurchaser. The Earnest Money is non-shall be applied as a credit agaxxxx xxe Purchase Price at Closing or disbursed in accordance with this Agreement. The Earnest Money shall be refundable to Buyer Purchaser xxxx xermination of this Agreement for any reason other than Purchaser's default in all evxxxx, xxcept for a Seller default or as otherwise specifically set forth hereinits obligation to close. If Buyer fails to deliver In the Earnest Money, this Contract will automatically terminate. If Buyer fails to close the transaction on January 31, 2005, and the Closing is not extended by mutual written agreement of the parties or pursuant to the provisions of SECTION 6.1, this Contract will automatically terminate, the Earnest Money will be paid to Seller and the partixx xxxx have no further obligations to each other. If any of the Earnest Money is in the form event of a Letter of Credit xxxx, any reference default by Purchaser in this Contract its obligation to Seller being paid any portion of the Earnest Money is deemed to include and Seller shalx xxxx the right to draw upon the Letter of Credit and retain the proceeds. (c) If this Contract does not close, the Earnest Money will be paid or and any interest earned thereon xxxxx xe immediately payable to Seller. In the Closing Agent shxxx xxxiver event either party improperly and unreasonably refuses to cooperate in good faith in the Letter of Credit as provided in this Contract. Closing Agent shall, promptly upon receipt, place the wire transferred Earnest Money in a federally insured, interest beaxxxx xxcount. All interest on the Earnest Money becomes part release of the Earnest Money. All xxxxrest on , then the party at fault shall bx xxxxxe for and pay all of the other party's costs, expenses, attorneys' fees, and litigation costs (including appeals) incurred to obtain the Earnest Money wxxx xx reported together with an amount equal to xxxxxxen percent (18%) per annum on the Internal Revxxxx Xxrvice as income of Buyer. Buyer shall promptly execute and deliver to Closing Agent all forms reasonably requested by Closing Agent with respect to the Earnest Money. Buyer acknowledges and agrees that, xxxxxx for a default by Sellers under SECTION 7.1 or SECTION 7.2 or the occurrence of a Major Casualty prior to Closing, the Earnest Money is non-refundable to Buyer. Buyer acxxxxxxxges and agrees that, except for a default by Sellers under SECTION 7.1 or SECTION 7.2 or the occurrence of a Major Casualty occurs prior to Closing, the Earnest Money is non-refundable to Buyer. (d) Closing Xxxxx is authorized and directed to pay the Earnest Money and/or deliver any Letter of Credit xxx xxx portion entire balance of the Earnest Money to withheld from the date of such rxxxxxx until the date earnest money is available for immediate receixx xx xhe party entitled to receive the Earnest Money under the terms of this Contract. Sexxxxx xr Buyer, as appropriate, shall deliver a letter of instruction to Closing Agent directing the disbursement of the Earnest Money or the delivery of the Letter of Crexxx xx the party or parties entitled to receive the Earnest Money promptly upon receipt of a demand frxx xxxx party or partiesthereto. (e) Upon delivery of the Letter of Credit, if any, to Seller, Seller is authorized to immediately present it to the issuer for payment. (f) The Letter of Credit shall contain an expiry date of not earlier than April 29, 2005. If, for whatever reason, Seller has been unable to present the Letter of Credit for payment on or before March 29, 2005, or if, once presented, Seller has not been paid the full amount of the Letter of Credit by March 29, 2005, in any such case, Buyer shall immediately cause a substitute Letter of Credit to be issued in the same amount with an expiry date of no earlier than May 30, 2005 (this process shall continue monthly until the Letter of Credit is either delivered to Buyer or tendered by Seller to the issuing bank such that they do not expire prior thereto). If, for whatever reason, Buyer fails to cause a substitute Letter of Credit to be issued at least twenty-five (25) days prior to the expiry date of the existing Letter of Credit, then Buyer and Seller hereby authorize Closing Agent to immediately present the existing Letter of Credit for payment and, once paid, to hold the proceeds as "Earnest Money" in accordance with the terms of thix Xxxxxact. Buyer and Seller agree that Closing Agent is authorized to present the Letter of Credit for payment even if Buyer has delivered instructions to the contrary to Closing Agent; provided, that Closing Agent shall not present the existing Letter of Credit as authorized by this SECTION 1.3(f) only if Closing Agent receives written instructions to the contrary from both Buyer and Seller. TO SIGNIFY THEIR AWARENESS AND AGREEMENT TO BE BOUND BY THE TERMS, OF THIS SECTION 1.3(f), BUYER AND SELLER, THROUGH THEIR AUTHORIZED REPRESENTATIVES HAVE SEPARATELY INITIALED THIS SECTION 1.3(f). This SECTION 1.3(f) shall survive the termination or expiration of this Contract.

Earnest Money. Within two (a2) On the Effective business days after txx Approval Date (defined in XXXXXXX 9.14as hereinafter defined), as a condition to the continued effectiveness of this Contract, Buyer shall deposit with Marble deliver to Stewart Title Austin, Inc. (the "Title Company, L.L.C. (TITLE COMPANY), as agent for Chicago Title Insurance Company (CLOSING AGENT), 2001 Bryan Street") at 100 Cxxxxxxx Avenue, Suite 1700200, DallasAustin, Texas 7520100000, XxxxxxxxxXxxx: Kerri A. MajorsXxxx Xxxxx, Phone: xxx xxx xx Xxx Xxxxxxx xxd No/100 Dxxxxxx (214$0,000,000.00) 965-1672, Fax: (214) 000-0000, $000,000 in (x) xxxxxxxxxxx cash or other immediately available federal xxnds or (ii) funds. All funds so delivered to the form of an unconditional and irrevocable letter of credit in favor of Seller and Closing Agent on terms and from an issuer reasonably acceptable Title Company are hereinafter referred to Seller (a LETTER OF CREDIT) (as the EARNEST MONEY). (b) The "Earnest Money, if paid in the xxxx xf immediately xxxxxxxle federal funds (and not by Letter of Credit), shall be applied to the Purchase Price at Closing, however, any Letter of Credit shall be returned to Buyer after Closing with no portion of its funds having been credited against the Purchase Price. ." The Earnest Money is non-refundable to Buyer in all evxxxx, xxcept for a Seller default or as otherwise specifically set forth herein. If Buyer fails to deliver shall be hexx xxx disbursed by the Earnest Money, this Contract will automatically terminate. If Buyer fails to close the transaction on January 31, 2005, and the Closing is not extended by mutual written agreement of the parties or pursuant to the provisions of SECTION 6.1, this Contract will automatically terminate, the Earnest Money will be paid to Seller and the partixx xxxx have no further obligations to each other. If any of the Earnest Money is in the form of a Letter of Credit xxxx, any reference in this Contract to Seller being paid any portion of the Earnest Money is deemed to include and Seller shalx xxxx the right to draw upon the Letter of Credit and retain the proceeds. (c) If this Contract does not close, the Earnest Money will be paid or the Closing Agent shxxx xxxiver the Letter of Credit Titxx Company as provided in this Contract. Closing Agent shall, promptly upon receipt, place the wire transferred Earnest Money in a federally insured, interest beaxxxx xxcount. All interest on If Buyer fails to deposit the Earnest Money becomes part of with the Earnest Money. All xxxxrest Title Company on or before xxx required date set forth herein, Seller may cancel this Contract by written notice to Buyer at any time thereafter prior to Buyer's depositing the Earnest Money wxxx xx reported with the Title Company. The Earnexx Xxxxy shall be "at risk" and non-refundable to Xxxxx except in the Internal Revxxxx Xxrvice as income event of Buyer. Buyer shall promptly execute and deliver to Closing Agent all forms reasonably requested by Closing Agent with respect to the Earnest Money. Buyer acknowledges and agrees that, xxxxxx for a default by Sellers under SECTION 7.1 Seller in Seller's obligations hereunder. In the event this Agreement terminates for any reason other than a default by Seller or SECTION 7.2 or the occurrence of a Major Casualty prior pursuant to Closingsection 4 below, the Earnest Money is non-refundable shall be promptly delivered to BuyerSelxxx xxx Buyer shall have no rights thereto. Buyer acxxxxxxxges and agrees that, except for a default by Sellers under SECTION 7.1 or SECTION 7.2 or the occurrence of a Major Casualty occurs prior to Closing, the The Earnest Money is nonshall be deposited by the Title Cxxxxxx with a national bank in Austin, Texas, in an interest-refundable to bearing account or fund approved by Buyer. (d) Closing Xxxxx is authorized , and directed to pay the Earnest Money and/or deliver any Letter of Credit xxx xxx portion all interest accrued thereon shall be paid along with and upon final disposition of the Earnest Money to the party entitled to receive the Earnest Money under the terms of this Contract. Sexxxxx xr Buyer, as appropriate, shall deliver a letter of instruction to Closing Agent directing the disbursement of the Earnest Money or the delivery of the Letter of Crexxx xx the party or parties entitled to receive the Earnest Money promptly upon receipt of a demand frxx xxxx party or partiesherein provided. (e) Upon delivery of the Letter of Credit, if any, to Seller, Seller is authorized to immediately present it to the issuer for payment. (f) The Letter of Credit shall contain an expiry date of not earlier than April 29, 2005. If, for whatever reason, Seller has been unable to present the Letter of Credit for payment on or before March 29, 2005, or if, once presented, Seller has not been paid the full amount of the Letter of Credit by March 29, 2005, in any such case, Buyer shall immediately cause a substitute Letter of Credit to be issued in the same amount with an expiry date of no earlier than May 30, 2005 (this process shall continue monthly until the Letter of Credit is either delivered to Buyer or tendered by Seller to the issuing bank such that they do not expire prior thereto). If, for whatever reason, Buyer fails to cause a substitute Letter of Credit to be issued at least twenty-five (25) days prior to the expiry date of the existing Letter of Credit, then Buyer and Seller hereby authorize Closing Agent to immediately present the existing Letter of Credit for payment and, once paid, to hold the proceeds as "Earnest Money" in accordance with the terms of thix Xxxxxact. Buyer and Seller agree that Closing Agent is authorized to present the Letter of Credit for payment even if Buyer has delivered instructions to the contrary to Closing Agent; provided, that Closing Agent shall not present the existing Letter of Credit as authorized by this SECTION 1.3(f) only if Closing Agent receives written instructions to the contrary from both Buyer and Seller. TO SIGNIFY THEIR AWARENESS AND AGREEMENT TO BE BOUND BY THE TERMS, OF THIS SECTION 1.3(f), BUYER AND SELLER, THROUGH THEIR AUTHORIZED REPRESENTATIVES HAVE SEPARATELY INITIALED THIS SECTION 1.3(f). This SECTION 1.3(f) shall survive the termination or expiration of this Contract.

Earnest Money. Within two (2) business days after xxx xxecution and delivery of this Agreement, Buyer ------------- shall deposit Eight Million Eight Hundred Thousand Dollars ($8,800,000) (the “Earnest Money Deposit”), in an escrow account (the “Xxxxxw Account”) with Bank One Trust Company, National Association (the “Escrow Agent”) in accordance with the escrow agreement to be executed contemporaneously with this Agreement by and among the Emmis Entities, Buyer and the Escrow Agent (the “Escrow Agreement”), in a form reasonably acceptable to the parties thereto. The Earnest Money Deposit shall be held and disbursed xx xxxxrdance with the terms of the Escrow Agreement and the provisions of this Section 2.5. ----------- (a) On At the Effective Date (defined in XXXXXXX 9.14)Closing, as a condition to the continued effectiveness of this Contract, Emmis Entities and Buyer shall deposit jointly instruct the Escrow Agent to disburse the Earnest Money Deposit held by the Escrow Agent purxxxxx xo the Escrow Agreement to Buyer, together with Marble Title Company, L.L.C. (TITLE COMPANY), as agent for Chicago Title Insurance Company (CLOSING AGENT), 2001 Bryan Street, Suite 1700, Dallas, Texas 75201, Xxxxxxxxx: Kerri A. Majors, Phone: (214) 965-1672, Fax: (214) 000-0000, $000,000 in (x) xxxxxxxxxxx available federal xxnds or (ii) all interest and other earnings on the form of an unconditional and irrevocable letter of credit in favor of Seller and Closing Agent on terms and from an issuer reasonably acceptable to Seller (a LETTER OF CREDIT) (the EARNEST MONEY)Earnest Money Deposit not previously distributed tx Xxxxx. (b) The Earnest Money, if paid in the xxxx xf immediately xxxxxxxle federal funds (and not by Letter of CreditIf this Agreement is terminated pursuant to Sections 10.1(a)(i), (iii), (iv), (v), (vi), (vii), (viii), (ix) or ------------------- ----- ---- --- ---- ----- ----- ---- (x) and Section 2.5(c) does not apply, the Emmis Entities and Buyer shall be applied jointly instruct the Escrow Agent to the Purchase Price at Closing, however, any Letter of Credit shall be returned to Buyer after Closing with no portion of its funds having been credited against the Purchase Price. The Earnest Money is non-refundable to Buyer in all evxxxx, xxcept for a Seller default or as otherwise specifically set forth herein. If Buyer fails to deliver the Earnest Money, this Contract will automatically terminate. If Buyer fails to close the transaction on January 31, 2005, and the Closing is not extended by mutual written agreement of the parties or pursuant to the provisions of SECTION 6.1, this Contract will automatically terminate, disburse --- -------------- the Earnest Money will be paid Deposit held by the Escrow Agent purxxxxx xo the Escrow Agreement to Seller Buyer, together with all interest and the partixx xxxx have no further obligations to each other. If any of other earnings on the Earnest Money is in the form of a Letter of Credit xxxx, any reference in this Contract to Seller being paid any portion of the Earnest Money is deemed to include and Seller shalx xxxx the right to draw upon the Letter of Credit and retain the proceedsDeposit not previously distributed tx Xxxxx. (c) If this Contract does not closeAgreement is terminated pursuant to Section 10.1(a)(ii), the Emmis Entities and Buyer shall jointly ------------------- instruct the Escrow Agent (i) to disburse the Earnest Money will be paid or Deposit held by the Closing Escrow Agent shxxx xxxiver purxxxxx xo the Letter of Credit as provided in this Contract. Closing Agent shallEscrow Agreement to the Emmis Entities, promptly upon receipt, place the wire transferred Earnest Money in a federally insured, and (ii) to disburse to Buyer all interest beaxxxx xxcount. All interest and other earnings on the Earnest Money becomes part of the Earnest Money. All xxxxrest on the Earnest Money wxxx xx reported to the Internal Revxxxx Xxrvice as income of Buyer. Buyer shall promptly execute and deliver to Closing Agent all forms reasonably requested by Closing Agent with respect to the Earnest Money. Buyer acknowledges and agrees that, xxxxxx for a default by Sellers under SECTION 7.1 or SECTION 7.2 or the occurrence of a Major Casualty prior to Closing, the Earnest Money is non-refundable to Buyer. Buyer acxxxxxxxges and agrees that, except for a default by Sellers under SECTION 7.1 or SECTION 7.2 or the occurrence of a Major Casualty occurs prior to Closing, the Earnest Money is non-refundable to BuyerDeposit not previously distributed tx Xxxxx. (d) Closing Xxxxx is authorized and directed to pay the Earnest Money and/or deliver any Letter of Credit xxx xxx portion of the Earnest Money to the party entitled to receive the Earnest Money under the terms of this Contract. Sexxxxx xr Buyer, as appropriate, shall deliver a letter of instruction to Closing Agent directing the disbursement of the Earnest Money or the delivery of the Letter of Crexxx xx the party or parties entitled to receive the Earnest Money promptly upon receipt of a demand frxx xxxx party or parties. (e) Upon delivery of the Letter of Credit, if any, to Seller, Seller is authorized to immediately present it to the issuer for payment. (f) The Letter of Credit shall contain an expiry date of not earlier than April 29, 2005. If, for whatever reason, Seller has been unable to present the Letter of Credit for payment on or before March 29, 2005, or if, once presented, Seller has not been paid the full amount of the Letter of Credit by March 29, 2005, in any such case, Buyer shall immediately cause a substitute Letter of Credit to be issued in the same amount with an expiry date of no earlier than May 30, 2005 (this process shall continue monthly until the Letter of Credit is either delivered to Buyer or tendered by Seller to the issuing bank such that they do not expire prior thereto). If, for whatever reason, Buyer fails to cause a substitute Letter of Credit to be issued at least twenty-five (25) days prior to the expiry date of the existing Letter of Credit, then Buyer and Seller hereby authorize Closing Agent to immediately present the existing Letter of Credit for payment and, once paid, to hold the proceeds as "Earnest Money" in accordance with the terms of thix Xxxxxact. Buyer and Seller agree that Closing Agent is authorized to present the Letter of Credit for payment even if Buyer has delivered instructions to the contrary to Closing Agent; provided, that Closing Agent shall not present the existing Letter of Credit as authorized by this SECTION 1.3(f) only if Closing Agent receives written instructions to the contrary from both Buyer and Seller. TO SIGNIFY THEIR AWARENESS AND AGREEMENT TO BE BOUND BY THE TERMS, OF THIS SECTION 1.3(f), BUYER AND SELLER, THROUGH THEIR AUTHORIZED REPRESENTATIVES HAVE SEPARATELY INITIALED THIS SECTION 1.3(f). This SECTION 1.3(f) shall survive the termination or expiration of this Contract.

Earnest Money. (a) On The aggxxxxxx consideration for the Effective Date Asset shall be equal to One Hundred and Two Million Seven Hundred Fifty Thousand Dollars (defined in XXXXXXX 9.14), $102,750,000) (as a condition the same may be reduced pursuant to subsection 2.2(c) below) (the "Purchase Price") which consists of the Phase I Purchase Price Portion and the Phase II Purchase Price Portion. The Purchase Price shall be paid by the Buyer to the continued effectiveness Seller as set forth in subsection 2.2(c) below by wire transfer of funds and adjusted for Closing adjustments as described in Article X below. (b) The Purchase Price shall be paid to the Seller as follows: (i) upon execution of this ContractAgreement, the Buyer shall deposit with Marble Title Company, L.L.C. (TITLE COMPANY)Associates, as agent for Chicago Title Insurance Company Company, as escrow agent (CLOSING AGENT"Escrow Agent"), 2001 Bryan Streetthe amount of Three Million Dollars ($3,000,000) (together with any interest earned thereon, Suite 1700, Dallas, Texas 75201, Xxxxxxxxx: Kerri A. Majors, Phone: (214the "Earnest Money") 965-1672, Fax: (214in ixxxxxxxely available funds by wire transfer to such account as Escrow Agent shall designate to the Buyer; the Earnest Money shall be helx in escrow in accordance with the provisions of Section 14.5 and shall be nonrefundable to the Buyer except if all of the conditions set forth in Section 5.2 have not been met by the Closing Date or otherwise as set forth in Article VII or subsection 2.2(d) 000-0000, $000,000 in (x) xxxxxxxxxxx available federal xxnds or below; and (ii) on the form of an unconditional and irrevocable letter of credit Phase I Closing Date, the Buyer shall deliver the Phase I Purchase Price Portion as reduced by the Phase I Earnest Money Portiox xx xxe Seller in favor of Seller and Closing Agent on terms and from an issuer reasonably acceptable immediately available funds by wire transfer to Seller (a LETTER OF CREDIT) (such account or accounts that BREA, as agent for the EARNEST MONEY)Seller, shall designate to the Buyer. (biii) The on the Phase II Closing Date, the Buyer shall deliver the Phase II Purchase Price Portion (as the same may be reduced pursuant to subsection 2.2(c) below) less the Phase II Earnest MoneyMoney Portion to txx Seller in immediately available funds by wire transfer to such account or accounts that BREA, if paid in as agent for the xxxx xf immediately xxxxxxxle federal funds (and not by Letter of Credit)Seller, shall be applied designate to the Buyer. By execution of this Agreement, the Seller acknowledges that the Purchase Price at Closing, however, any Letter of Credit shall be returned to Buyer after Closing with no portion of its funds having been credited against the Purchase Price. The Earnest Money is non-refundable to Buyer in and all evxxxx, xxcept for a Seller default or as otherwise specifically set forth herein. If Buyer fails to deliver the Earnest Money, this Contract will automatically terminate. If Buyer fails to close the transaction on January 31, 2005, and the Closing is not extended by mutual written agreement of the parties or pursuant other amounts payable to the provisions of SECTION 6.1Seller hereunder may be wired, this Contract will automatically terminate, the Earnest Money will be paid to Seller and the partixx xxxx have no further obligations to each other. If any of the Earnest Money is in the form of a Letter of Credit xxxx, any reference BREA as its agent hereunder unless otherwise explicitly stated in this Contract to Seller being paid any portion of the Earnest Money is deemed to include and Seller shalx xxxx the right to draw upon the Letter of Credit and retain the proceedsAgreement. (c) If this Contract does not close, In the Earnest Money will be paid or event that the Closing Agent shxxx xxxiver the Letter of Credit as provided in this Contract. Closing Agent shall, promptly upon receipt, place the wire transferred Earnest Money in a federally insured, interest beaxxxx xxcount. All interest on the Earnest Money becomes part of the Earnest Money. All xxxxrest on the Earnest Money wxxx xx reported to the Internal Revxxxx Xxrvice as income of Buyer. Buyer shall promptly execute and deliver to Closing Agent all forms reasonably requested by Closing Agent with respect to the Earnest Money. Buyer acknowledges and agrees that, xxxxxx for a default by Sellers under SECTION 7.1 or SECTION 7.2 or the occurrence of a Major Casualty prior to Closing, the Earnest Money is nonPre-refundable to Buyer. Buyer acxxxxxxxges and agrees that, except for a default by Sellers under SECTION 7.1 or SECTION 7.2 or the occurrence of a Major Casualty occurs prior to Closing, the Earnest Money is non-refundable to Buyer. (d) Closing Xxxxx is authorized and directed to pay the Earnest Money and/or deliver any Letter of Credit xxx xxx portion of the Earnest Money to the party entitled to receive the Earnest Money under the terms of this Contract. Sexxxxx xr Buyer, as appropriate, shall deliver a letter of instruction to Closing Agent directing the disbursement of the Earnest Money or the delivery of the Letter of Crexxx xx the party or parties entitled to receive the Earnest Money promptly upon receipt of a demand frxx xxxx party or parties. (e) Upon delivery of the Letter of Credit, if any, to Seller, Seller is authorized to immediately present it to the issuer for payment. (f) The Letter of Credit shall contain an expiry date of not earlier than April 29, 2005. If, for whatever reason, Seller has been unable to present the Letter of Credit for payment on or before March 29, 2005, or if, once presented, Seller Leasing Requirement has not been paid satisfied as of the full Phase I Closing Date and, pursuant to Section 3.4, Industrial Building 2 will not be constructed, the Phase II Purchase Price Portion shall be reduced by the amount of the Letter of Credit by March 29, 2005, in any such case, Buyer One Million Seven Hundred Sixty-Five Thousand Five Hundred Dollars ($1,765,500). No adjustment shall immediately cause a substitute Letter of Credit to be issued in the same amount with an expiry date of no earlier than May 30, 2005 (this process shall continue monthly until the Letter of Credit is either delivered to Buyer or tendered by Seller made to the issuing bank such that they do not expire prior thereto). If, for whatever reason, Buyer fails to cause a substitute Letter of Credit to be issued at least twenty-five (25Purchase Price except as explicitly set forth in this subsection 2.2(c) days prior to the expiry date of the existing Letter of Credit, then Buyer and Seller hereby authorize Closing Agent to immediately present the existing Letter of Credit for payment and, once paid, to hold the proceeds as "Earnest Money" or elsewhere in accordance with the terms of thix Xxxxxact. Buyer and Seller agree that Closing Agent is authorized to present the Letter of Credit for payment even if Buyer has delivered instructions to the contrary to Closing Agent; provided, that Closing Agent shall not present the existing Letter of Credit as authorized by this SECTION 1.3(f) only if Closing Agent receives written instructions to the contrary from both Buyer and Seller. TO SIGNIFY THEIR AWARENESS AND AGREEMENT TO BE BOUND BY THE TERMS, OF THIS SECTION 1.3(f), BUYER AND SELLER, THROUGH THEIR AUTHORIZED REPRESENTATIVES HAVE SEPARATELY INITIALED THIS SECTION 1.3(f). This SECTION 1.3(f) shall survive the termination or expiration of this ContractAgreement.

Earnest Money. Within five (a5) On days after the Effective Date of thix Xxxxxment (defined in XXXXXXX 9.14hereafter defined), as a condition to the continued effectiveness of this Contract, Buyer shall deposit with Marble Title CompanyTitleOne Corporation, L.L.C. (TITLE COMPANY), as agent for Chicago Title Insurance Company (CLOSING AGENT), 2001 Bryan 1101 West River Street, Suite 1700201, DallasBoise, Texas 75201Idaho 83702, Xxxxxxxxx: Kerri A. Majorsan earnest mxxxx xxxxxxx (xxxxxxxxx "Xxxxxxx Xxxxx") xx xxx xxxxxt of XXXXXX THOUSAND AND NO/100THS Dollxxx ($00,000.00). TitleOne Corporation is hereby designated by the parties as the Closing Agent for this transaction (hereafter "Closing Agent"). The Earnest Money shall be deposited by the Closing Agent in an insured xxxxxxst-bearing account and all interest earned thereon shall accrue to Buyer's benefit (i.e., Phoneeither returned to the Buyer in the event the conditions are not satisfied or applied to the purchase price at closing); provided, however, if the Seller shall become entitled to the Earnest Money (i.e., as a result of a breach of this Agreement by Bxxxx), the interest earned on such deposit shall accrue to Seller's benefit. If this transaction does not close because of the failure of a condition precedent or for any other reason not the fault of the Buyer, all Earnest Money shall be returned by the Closing Agent to the Buyer. XX XXX BUYER FAILS OR REFUSES TO CLOSE THE PURCHASE THROUGH NO FAULT OF THE SELLER, IN BREACH OF THIS AGREEMENT, THE EARNEST MONEY SHALL BE PAID TO THE SELLER AND SHALL BE RETAINED BY XXX XXXLER AS AGREED LIQUIDATED DAMAGES AS THE SOLE AND EXCLUSIVE REMEDY OF THE SELLER. Unless provided to the contrary, as used in this Agreement, "Earnest Money" shall mean the Earnest Money deposited by the Buyer xxxx xxe Closing Agent and all xxxxxxst earned thereon. As used in this Agreement, "Effective Date" shall mean the later of the following dates: (214i) 965-1672the date of execution of this Agreement by the Seller, Fax: (214) 000-0000, $000,000 in (x) xxxxxxxxxxx available federal xxnds or (ii) the form date of an unconditional and irrevocable letter of credit in favor of Seller and Closing Agent on terms and from an issuer reasonably acceptable to Seller (a LETTER OF CREDIT) (the EARNEST MONEY). (b) The Earnest Money, if paid in the xxxx xf immediately xxxxxxxle federal funds (and not by Letter of Credit), shall be applied to the Purchase Price at Closing, however, any Letter of Credit shall be returned to Buyer after Closing with no portion of its funds having been credited against the Purchase Price. The Earnest Money is non-refundable to Buyer in all evxxxx, xxcept for a Seller default or as otherwise specifically set forth herein. If Buyer fails to deliver the Earnest Money, this Contract will automatically terminate. If Buyer fails to close the transaction on January 31, 2005, and the Closing is not extended by mutual written agreement of the parties or pursuant to the provisions of SECTION 6.1, this Contract will automatically terminate, the Earnest Money will be paid to Seller and the partixx xxxx have no further obligations to each other. If any of the Earnest Money is in the form of a Letter of Credit xxxx, any reference in this Contract to Seller being paid any portion of the Earnest Money is deemed to include and Seller shalx xxxx the right to draw upon the Letter of Credit and retain the proceeds. (c) If this Contract does not close, the Earnest Money will be paid or the Closing Agent shxxx xxxiver the Letter of Credit as provided in this Contract. Closing Agent shall, promptly upon receipt, place the wire transferred Earnest Money in a federally insured, interest beaxxxx xxcount. All interest on the Earnest Money becomes part of the Earnest Money. All xxxxrest on the Earnest Money wxxx xx reported to the Internal Revxxxx Xxrvice as income of Buyer. Buyer shall promptly execute and deliver to Closing Agent all forms reasonably requested by Closing Agent with respect to the Earnest Money. Buyer acknowledges and agrees that, xxxxxx for a default by Sellers under SECTION 7.1 or SECTION 7.2 or the occurrence of a Major Casualty prior to Closing, the Earnest Money is non-refundable to Buyer. Buyer acxxxxxxxges and agrees that, except for a default by Sellers under SECTION 7.1 or SECTION 7.2 or the occurrence of a Major Casualty occurs prior to Closing, the Earnest Money is non-refundable to Buyer. (d) Closing Xxxxx is authorized and directed to pay the Earnest Money and/or deliver any Letter of Credit xxx xxx portion of the Earnest Money to the party entitled to receive the Earnest Money under the terms execution of this Contract. Sexxxxx xr Agreement by the Buyer, as appropriate, shall deliver a letter of instruction to Closing Agent directing evidenced by the disbursement of the Earnest Money or the delivery of the Letter of Crexxx xx the party or parties entitled to receive the Earnest Money promptly upon receipt of a demand frxx xxxx party or parties. (e) Upon delivery of the Letter of Credit, if any, to Seller, Seller is authorized to immediately present it to the issuer for payment. (f) The Letter of Credit shall contain an expiry date of not earlier than April 29, 2005. If, for whatever reason, Seller has been unable to present execution on the Letter of Credit for payment on or before March 29, 2005, or if, once presented, Seller has not been paid the full amount of the Letter of Credit by March 29, 2005, in any such case, Buyer shall immediately cause a substitute Letter of Credit to be issued in the same amount with an expiry date of no earlier than May 30, 2005 (this process shall continue monthly until the Letter of Credit is either delivered to Buyer or tendered by Seller to the issuing bank such that they do not expire prior thereto). If, for whatever reason, Buyer fails to cause a substitute Letter of Credit to be issued at least twenty-five (25) days prior to the expiry date of the existing Letter of Credit, then Buyer and Seller hereby authorize Closing Agent to immediately present the existing Letter of Credit for payment and, once paid, to hold the proceeds as "Earnest Money" in accordance with the terms of thix Xxxxxact. Buyer and Seller agree that Closing Agent is authorized to present the Letter of Credit for payment even if Buyer has delivered instructions to the contrary to Closing Agent; provided, that Closing Agent shall not present the existing Letter of Credit as authorized by this SECTION 1.3(f) only if Closing Agent receives written instructions to the contrary from both Buyer and Seller. TO SIGNIFY THEIR AWARENESS AND AGREEMENT TO BE BOUND BY THE TERMS, OF THIS SECTION 1.3(f), BUYER AND SELLER, THROUGH THEIR AUTHORIZED REPRESENTATIVES HAVE SEPARATELY INITIALED THIS SECTION 1.3(f). This SECTION 1.3(f) shall survive the termination or expiration signature page of this ContractAgreement.

Earnest Money. Seller hereby ackxxxxxxxes that Assignor has deposited Earnest Money with the Escrow Agenx xx xxe amount of $488,500.00, representing the sum of the Initial Earnest Money ($250,000.00), the Axxxxxxxal Earnest Money ($250,000.00) and txx Xxxxrest Deposit ($13,500.00), less the Non-Refundable Amount ($25,000.00). Seller and Buyer acknowledge and agree that the Escrow Agent shall hold and disburse the Initial Earnest Money, Additional Earnexx Xxxxy and Interest Dexxxxx, including any accrued interest thereon (collectively, the "Escrowed Funds"), in accordance with the terms and provisions of the Agreement, as amended by this Second Amendment, as if the Agreement had not been terminated by Buyer pursuant to the Termination Notice. Notwithstanding the foregoing, the provisions of this Second Amendment shall only take effect after Seller's receipt of written notice (the "Board Approval Notice") from a duly authorized officer of Assignor on or before the Board Approval Contingency Expiration Date (as defined hereinafter), which provides for approval of this Second Amendment by the independent directors of the Assignor's Board ("Assignor's Board Approval"). Seller shall promptly procure an accounting from Escrow Agent showing the current balance of the escrow account, and deliver the accounting to Buyer and Seller. Notwithstanding anything to the contrary contained in the Agreement or herein and following Assignor's Board Approval: (a) On the Effective Date (defined in XXXXXXX 9.14), as a condition to the continued effectiveness of this Contract, Buyer shall deposit with Marble Title Company, L.L.C. (TITLE COMPANY), as agent for Chicago Title Insurance Company (CLOSING AGENT), 2001 Bryan Street, Suite 1700, Dallas, Texas 75201, Xxxxxxxxx: Kerri A. Majors, Phone: (214) 965-1672, Fax: (214) 000-0000, $000,000 in (x) xxxxxxxxxxx available federal xxnds or (ii) the form of an unconditional and irrevocable letter of credit in favor of Seller and Closing Agent on terms and from an issuer reasonably acceptable to Seller (a LETTER OF CREDIT) (the EARNEST MONEY). (b) The Earnest Money, if paid in the xxxx xf immediately xxxxxxxle federal funds (and not by Letter of Credit), Interest Deposit shall be applied to the Purchase Price at Closing, however, any Letter of Credit shall be returned to Buyer after Closing with no portion of its funds having been credited against the Purchase Price. The Earnest Money is non-refundable to Buyer in all evxxxx, xxcept for a Seller default or as otherwise specifically set forth herein. If Buyer fails to deliver the Earnest Money, this Contract will automatically terminate. If Buyer fails to close the transaction on January 31, 2005, and the Closing is not extended by mutual written agreement of the parties or pursuant to the provisions of SECTION 6.1, this Contract will automatically terminate, the Earnest Money will be paid to Seller and the partixx xxxx have no further obligations to each other. If any of the Earnest Money is in the form of a Letter of Credit xxxx, any reference in this Contract to Seller being paid any portion of the Earnest Money is deemed to include and Seller shalx xxxx the right to draw upon the Letter of Credit and retain the proceeds. (c) If this Contract does not close, the Earnest Money will be paid or the Closing Agent shxxx xxxiver the Letter of Credit as provided in this Contract. Closing Agent shall, promptly upon receipt, place the wire transferred Earnest Money in a federally insured, interest beaxxxx xxcount. All interest on the Earnest Money becomes part of the Earnest Money. All xxxxrest on , and shall bx xxxxied or distributed by the Earnest Money wxxx xx reported Escrow Agent in accordance with Section 3.4 of the Agreement; (b) if Buyer elects to terminate the Agreement pursuant to either of the contingencies provided for in Paragraphs 6 or 9 of this Second Amendment prior to the Internal Revxxxx Xxrvice Financing Contingency Expiration Date (as income defined hereinafter) or EDIC Approval Contingency Expiration Date (as defined hereinafter), respectively, Escrow Agent shall pay the Escrowed Funds (less the Additional Non-Refundable Amount, which should previously have been paid to Seller within five (5) Business Days following Seller's receipt of Assignor's Board Approval) to Buyer five (5) Business Days following receipt by Escrow Agent of written notice from Buyer of Buyer. Buyer shall promptly execute and deliver 's election to Closing terminate the Agreement (unless the Seller notifies Escrow Agent all forms reasonably requested by Closing Agent with respect to that it disputes the Earnest Money. Buyer acknowledges and agrees that, xxxxxx for a default by Sellers under SECTION 7.1 or SECTION 7.2 or the occurrence of a Major Casualty prior to Closing, the Earnest Money is non-refundable to Buyer. Buyer acxxxxxxxges and agrees that, except for a default by Sellers under SECTION 7.1 or SECTION 7.2 or the occurrence of a Major Casualty occurs prior to Closing, the Earnest Money is non-refundable to Buyer. (d) Closing Xxxxx is authorized and directed to pay the Earnest Money and/or deliver any Letter of Credit xxx xxx portion right of the Earnest Money Buyer to the party entitled exercise such termination right and to receive the Earnest Money under Escrowed Funds (less the terms of this Contract. Sexxxxx xr Buyer, as appropriate, shall deliver a letter of instruction to Closing Agent directing the disbursement of the Earnest Money or the delivery of the Letter of Crexxx xx the party or parties entitled to receive the Earnest Money promptly upon receipt of a demand frxx xxxx party or parties. (e) Upon delivery of the Letter of Credit, if any, to Seller, Seller is authorized to immediately present it to the issuer for payment. (f) The Letter of Credit shall contain an expiry date of not earlier than April 29, 2005. If, for whatever reason, Seller has been unable to present the Letter of Credit for payment on or before March 29, 2005, or if, once presented, Seller has not been paid the full amount of the Letter of Credit by March 29, 2005Additional Non-Refundable Amount), in any such case, Buyer shall immediately cause a substitute Letter of Credit to be issued in which event Escrow Agent may interplead the same amount with an expiry date of no earlier than May 30, 2005 (this process shall continue monthly until the Letter of Credit is either delivered to Buyer or tendered by Seller to the issuing bank such that they do not expire prior thereto). If, for whatever reason, Buyer fails to cause a substitute Letter of Credit to be issued at least twenty-five (25) days prior to the expiry date of the existing Letter of Credit, then Buyer and Seller hereby authorize Closing Agent to immediately present the existing Letter of Credit for payment and, once paid, to hold the proceeds as "Earnest Money" Escrowed Funds in accordance with the terms and provisions of thix Xxxxxact. Buyer and Seller agree that Closing Agent is authorized to present the Letter of Credit for payment even Agreement); and (c) if Buyer has delivered instructions elects to terminate the Agreement pursuant to the contrary contingency provided for in Paragraph 10 of this Second Amendment prior to Closing Agent; providedthe Board Approval Contingency Expiration Date (as defined hereinafter), that Closing Agent then (i) this Second Amendment shall be deemed null and void ab initio and of no force and effect, and (ii) the Seller and Assignor shall retain the same respective rights to the Escrowed Funds (less the Additional Non-Refundable Amount, which is the sole and exclusive property of Seller), in accordance with the terms and provisions of the Agreement, as if the Agreement had not present the existing Letter of Credit as authorized been reinstated by this SECTION 1.3(f) only if Closing Agent receives written instructions to Second Amendment. The rights of Seller and Assignor hereunder in the contrary from both Buyer Escrowed Funds are specifically reserved and Seller. TO SIGNIFY THEIR AWARENESS AND AGREEMENT TO BE BOUND BY THE TERMS, OF THIS SECTION 1.3(f), BUYER AND SELLER, THROUGH THEIR AUTHORIZED REPRESENTATIVES HAVE SEPARATELY INITIALED THIS SECTION 1.3(f). This SECTION 1.3(f) shall survive any termination of the termination or expiration Agreement pursuant to Paragraph 10 of this ContractSecond Amendment for Buyer's failure to obtain Assignor's Board Approval.

Earnest Money. Within two (a2) On xxxxxxxs days after the Effective Date (defined in XXXXXXX 9.14as hereinafter defined), Buyer agrees to deliver as a condition to earnest money the continued effectiveness sum of this Contract, Buyer shall deposit with Marble Title Company, L.L.C. One Hxxxxxx and No/100 Dollars (TITLE COMPANY), as agent for Chicago Title Insurance Company (CLOSING AGENT), 2001 Bryan Street, Suite 1700, Dallas, Texas 75201, Xxxxxxxxx: Kerri A. Majors, Phone: (214) 965-1672, Fax: (214) 000-0000, $000,000 in (x) xxxxxxxxxxx available federal xxnds or (ii) the form of an unconditional and irrevocable letter of credit in favor of Seller and Closing Agent on terms and from an issuer reasonably acceptable to Seller (a LETTER OF CREDIT100.00) (the EARNEST MONEY). (b) The "Earnest Money") to be held in xxxxxx by Texas American Title Company of Austin (the "Title Company") as escrow agent whose address is 811 Barton Springs Road, if paid in Suite 000, Xxxxxx, Texas 78704. If requested by Buyer, Title Company is authorized to place the xxxx xf immediately xxxxxxxle federal funds (and not by Letter of Credit), shall be applied to the Purchase Price at Closing, however, any Letter of Credit shall be returned to Buyer after Closing with no portion of its funds having been credited against the Purchase Price. The Earnest Money is non-refundable to Buyer in all evxxxx, xxcept for an interest bxxxxxx account at a Seller default or as otherwise specifically set forth herein. If Buyer fails to deliver financial institution whose accounts are insured by an agency of the Earnest Money, this Contract will automatically terminate. If Buyer fails to close the transaction on January 31, 2005federal government, and the Closing is not extended by mutual written agreement of the parties or pursuant to the provisions of SECTION 6.1, this Contract will automatically terminate, the Earnest Money will be paid to Seller and the partixx xxxx have no further obligations to each other. If any of the Earnest Money is in the form of a Letter of Credit xxxx, any reference in this Contract to Seller being paid any portion of the Earnest Money is deemed to include and Seller shalx xxxx the right to draw upon the Letter of Credit and retain the proceeds. (c) If this Contract does not close, the Earnest Money will interest earned on such funds shall be paid or the Closing Agent shxxx xxxiver the Letter of Credit as provided in this Contract. Closing Agent shall, promptly upon receipt, place the wire transferred Earnest Money in a federally insured, interest beaxxxx xxcount. All interest on the Earnest Money becomes part of the Earnest Money. All xxxxrest on the Earnest Money wxxx xx reported to the Internal Revxxxx Xxrvice as income of Buyer. Buyer shall promptly execute and deliver to Closing Agent all forms reasonably requested by Closing Agent with respect to the Earnest Money. Buyer acknowledges and agrees that, xxxxxx for a default by Sellers under SECTION 7.1 or SECTION 7.2 or the occurrence of a Major Casualty prior to Closing, the Earnest Money is non-refundable to Buyer. Buyer acxxxxxxxges and agrees that, except for a default by Sellers under SECTION 7.1 or SECTION 7.2 or the occurrence of a Major Casualty occurs prior to Closing, the Earnest Money is non-refundable to Buyer. (d) Closing Xxxxx is authorized and directed to pay the Earnest Money and/or deliver any Letter of Credit xxx xxx portion of the Earnest Money credited to the party entitled to receive the Earnest Money under the terms of xx xxxx Contract. All references in this Contract to the term "Escrow Money" shall be understood to mean the above-referenced cash Escrow Money deposit and the proceeds therefrom. If Buyer defaults under this Contract and Sellers are not in default, Sellers shall be entitled to receive on a prorata basis the Earnest Money as liquidated daxxxxx xs provided in this Contract. Sexxxxx xr If a Seller defaults under this Contract, or if any of Buyer, as appropriate, shall deliver a letter of instruction 's conditions to Closing Agent directing are not satisfied, Buyer shall be entitled to receive a return of the Earnest Money as provided in txxx Xxxtract. In the event of any dispute between a Seller and Buyer concerning disbursement of the Earnest Money or Money, the delivery Title Compaxx xxxxl be authorized to file an interpleader suit in the District Court of the Letter county in which the Property is located, and the disposition of Crexxx xx the party or parties entitled to receive the Earnest Money promptly upon receipt of a demand frxx xxxx party or parties. (e) Upon delivery of the Letter of Credit, if any, to Seller, Seller is authorized to immediately present it to the issuer for payment. (f) The Letter of Credit such funds shall contain an expiry date of not earlier than April 29, 2005. If, for whatever reason, Seller has been unable to present the Letter of Credit for payment on or before March 29, 2005, or if, once presented, Seller has not been paid the full amount of the Letter of Credit by March 29, 2005, in any such case, Buyer shall immediately cause a substitute Letter of Credit to be issued in the same amount with an expiry date of no earlier than May 30, 2005 (this process shall continue monthly until the Letter of Credit is either delivered to Buyer or tendered by Seller to the issuing bank such that they do not expire prior thereto). If, for whatever reason, Buyer fails to cause a substitute Letter of Credit to be issued at least twenty-five (25) days prior to the expiry date of the existing Letter of Credit, then Buyer and Seller hereby authorize Closing Agent to immediately present the existing Letter of Credit for payment and, once paid, to hold the proceeds as "Earnest Money" determined in accordance with such proceeding, and the terms Title Company shall be released of thix Xxxxxact. Buyer and Seller agree that Closing Agent is authorized all further liability with respect to present the Letter of Credit for payment even if Buyer has delivered instructions to the contrary to Closing Agent; provided, that Closing Agent shall not present the existing Letter of Credit as authorized by this SECTION 1.3(f) only if Closing Agent receives written instructions to the contrary from both Buyer and Seller. TO SIGNIFY THEIR AWARENESS AND AGREEMENT TO BE BOUND BY THE TERMS, OF THIS SECTION 1.3(f), BUYER AND SELLER, THROUGH THEIR AUTHORIZED REPRESENTATIVES HAVE SEPARATELY INITIALED THIS SECTION 1.3(f). This SECTION 1.3(f) shall survive the termination or expiration of this Contractsuch Earnest Money.