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0 <br />the event of litigation between Seller and Buyer, the Escrow Agent shall deposit the Earnest <br />Money with the Orange County Superior Court in an irrterpleader action, the costs of which shall <br />be borne by whichever of Seller or Buyer is the losing party, Upon depositing the Earnest <br />Money with the court, the Escrow Agent's duties shall terminate. <br />The Escrow Agent may act upon any instrument or other writing believed by it in good <br />faith to be genuine and to be signed and presented by the proper person, and shall not be liable in <br />connection with the performance of any duties imposed upon the Escrow Agent by the <br />provisions of this Contract The Escrow Agent shall have no duties or responsibilities except <br />those set forth herein. The Escrow Agent shall not be bound by any modification of this <br />Contract, unless the same is in writing and signed by Buyer and Seller, and, if the Escrow <br />Agent's duties hereunder are affected, unless Escrow Agent shall have given prior written <br />consent thereto. <br />Escrow Agents' duties hereunder shall be limited to the safekeeping of the Earnest <br />Money and the disposition of the same in accordance with the terms of this Contract, <br />Escrow Agent undertakes to perform only such duties as are expressly set forth herein <br />and no implied duties or obligations shall be read into this Contract against the Escrow Agent, <br />Seller and Buyer, jointly and severally, hereby agree to indemnify Escrow Agent and <br />hold it harmless from any and all claims, liabilities, losses, actions, suits or proceedings at law or <br />in equity, or any other expense, fees or charges of any character or nature, which it may incur or <br />with which it may be threatened by reason of its acting as Escrow Agent under this Contract, and <br />in connection therewith, to indemnify the Escrow Agent against any and all expenses, including <br />attorney's fees and the costs of defending any action, suit or proceeding or resisting any claim. <br />3. Surve . The Seller, at its sole cost and expense, shall provide to Buyer no later <br />than July 30, 2004, a current boundary survey (the "Survey ") of the Property to be prepared by <br />the .John R. McAdams Company for the purposes of determining an exact metes and bounds <br />description of the Land; provided, however, Seller reserves the right to make minor adjustments <br />to the Survey, including, but not limited to those necessary to accommodate road alignments and <br />the installation of utilities so long as such adjustments do no prohibit Buyer's ability to develop <br />the Property pursuant to the terms of this Contract and do not reduce the total acreage of the <br />Property. <br />4. Closin - <br />a. Seller's obligations under this Contract are expressly contingent upon Seller's <br />acquisition of the Property from a third party on or before January 14, 2005. If Seller does not <br />acquire the Property on or before .January 14, 2005, for any reason whatsoever, this Contract <br />shall automatically terminate and shall be null and void and of no further force or effect. Upon <br />termination pursuant to this Paragraph, neither party to this Contract will have any further <br />obligations or remedies hereunder except that in the event of termination pursuant to this <br />Paragraph, Buyer shall have the right to the return of the Earnest Money as described in <br />Paragraph 2(a) of this Contract, <br />3 <br />RTP 844060 <br />