2004 NS Purchasing - NORCA HOLDINGS LLC to purchase Durham Technical Community College Satellite Campus Site

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_5 the event of litigation beriveen Seller and Buyer, the Escrow Agent shall deposit the Earnest Morse}~ with the Orange County Superior Court in an interpleader action, the costs of which shall be borne by whichever of Seller or Buyer is the losing party. Upon depositing the Earnest Money with the court, the Escrow Agent's duties shall terminate. The Escrow Agent may act upon any instntment 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 Contract. 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 Contract, mrless the same is in writing and signed by Buyer and Seller, and, if the Escrow Agent's duties hereunder are affected, unless Escrow Agent shall have given prior written consent thereto. Escrow Agents' duties hereunder shall be limited to the safekeeping of the Earnest Money and the disposition of the same in accordance with the terms of this Cottract. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no implied duties or obligations shall be read into this Contract against the Escrow Agent. Seller and Buyer, jointly and severally, hereby agree to indemnify Escrow Agent and hold it harmless from any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or any other expense, fees or charges of any character or nature, which it may incur or with which it maybe tlueatened by reason of its actnig as Escrow Agent under this Contract, and in connection therewith, to indemnify the Escrow Agent against any and all expenses, including attorney's fees and the costs of defending any action, suit or proceedmg or resisting any claim. 3. Surve . The Seller, at its sole cost and expense, shall provide to Buyer no later than July 30, 2004, a current boundary survey (the "Survey") of the Property to be prepared by the John R. McAdams Cotnpany for the purposes of determining an exact metes and bounds description of the Land; provided, however, Seller reserves the right to make minor adjustments to the Survey, including, but not limited to those necessary to accormnodate road alignments and the installation of utilities so long as such adjustments do no prohibit Buyer's ability to develop the Property pursuant to the terms of this Contract and do not reduce the total acreage of the Property. 4. Closin . a. Seller's obligations under this Contract are expressly contingent upon Seller's acquisition of the Property from a third parry on or before January 14, 2005. If Seller does not acquire the Property on or before January 14, 2005, for any reason whatsoever, this Contract shall automatically terminate and shall be null and void and of no further force or effect. Upon termination pursuant to this Paragraph, neither party to this Contract will have any further obligations or remedies hereunder except that in the event of termination pursuant to this Paragraph, Buyer shall have the right to the return of the Earnest Money as described in Paragraph 2(a) of this Contract. 3 RTP 84406v7