BE HELD AND DISBURSED IN ACCORDANCE
WITH THE ESCROW PROVISIONS SET FORTH IN SECTION 2.3.
2.2.2
INTENTIONALLY LEFT BLANK.
2.2.3
THE BALANCE OF THE PURCHASE PRICE PLUS OR MINUS PRORATIONS FOR THE
PROPERTY SHALL BE PAID TO AND RECEIVED BY ESCROW AGENT BY WIRE TRANSFER OF GOOD
FUNDS NO LATER THAN 11:00 A.M. (IN THE TIME ZONE IN WHICH ESCROW AGENT IS
LOCATED) ON THE CLOSING DATE (OR SUCH EARLIER TIME AS REQUIRED BY SELLER'S
LENDER).
2.3
ESCROW PROVISIONS REGARDING DEPOSIT.
2.3.1
ESCROW AGENT SHALL HOLD THE DEPOSIT AND MAKE DELIVERY OF THE
DEPOSIT TO THE PARTY ENTITLED THERETO UNDER THE TERMS OF THIS CONTRACT.
ESCROW
AGENT SHALL INVEST THE DEPOSIT IN SUCH SHORT-TERM, HIGH-GRADE SECURITIES,
INTEREST-BEARING BANK ACCOUNTS, MONEY MARKET FUNDS OR ACCOUNTS, BANK
CERTIFICATES OF DEPOSIT OR BANK REPURCHASE CONTRACTS AS ESCROW AGENT, IN ITS
DISCRETION, DEEMS SUITABLE, AND ALL INTEREST AND INCOME THEREON SHALL BECOME
PART OF THE DEPOSIT AND SHALL BE REMITTED TO THE PARTY ENTITLED TO THE DEPOSIT
PURSUANT TO THIS CONTRACT.
2.3.2
ESCROW AGENT SHALL HOLD THE DEPOSIT UNTIL THE EARLIER OCCURRENCE OF
(I) THE CLOSING DATE, AT WHICH TIME THE DEPOSIT SHALL BE APPLIED AGAINST THE
PURCHASE PRICE FOR THE PROPERTY, OR (II) THE DATE ON WHICH ESCROW AGENT SHALL BE
AUTHORIZED TO DISBURSE THE DEPOSIT AS SET FORTH IN SECTION 2.3.3.
THE TAX
IDENTIFICATION NUMBERS OF THE PARTIES SHALL BE FURNISHED TO ESCROW AGENT UPON
REQUEST.
2.3.3
IF THE DEPOSIT HAS NOT BEEN RELEASED EARLIER IN ACCORDANCE WITH
SECTION 2.3.2, AND PURCHASER OR SELLER'S REPRESENTATIVE MAKES A WRITTEN DEMAND
UPON ESCROW AGENT FOR PAYMENT OF THE DEPOSIT, ESCROW AGENT SHALL GIVE WRITTEN
NOTICE TO THE OTHER PARTIES OF SUCH DEMAND.
IF ESCROW AGENT DOES NOT RECEIVE A
WRITTEN OBJECTION FROM ANOTHER PARTY TO THE PROPOSED PAYMENT WITHIN 5 BUSINESS
DAYS AFTER THE GIVING OF SUCH NOTICE, ESCROW AGENT IS HEREBY AUTHORIZED TO MAKE
SUCH PAYMENT (SUBJECT TO PURCHASER'S OBLIGATION UNDER SECTION 3.5.2 TO RETURN OR
CERTIFY THE DESTRUCTION OF ALL THIRD-PARTY REPORTS AND INFORMATION AND MATERIALS
PROVIDED TO PURCHASER AS A PRE-CONDITION TO THE RETURN OF THE DEPOSIT TO
PURCHASER).
IF ESCROW AGENT DOES RECEIVE SUCH WRITTEN OBJECTION WITHIN SUCH
5‐BUSINESS DAY PERIOD, ESCROW AGENT SHALL CONTINUE TO HOLD SUCH AMOUNT UNTIL
OTHERWISE DIRECTED BY WRITTEN INSTRUCTIONS FROM THE PARTIES TO THIS CONTRACT OR
A FINAL JUDGMENT OR ARBITRATOR'S DECISION.
HOWEVER, ESCROW AGENT SHALL HAVE THE
RIGHT AT ANY TIME TO DEPOSIT THE DEPOSIT AND INTEREST THEREON, IF ANY, WITH A
COURT OF COMPETENT JURISDICTION IN THE STATE IN WHICH THE PROPERTY IS LOCATED.
ESCROW AGENT SHALL GIVE WRITTEN NOTICE OF SUCH DEPOSIT TO SELLER'S
REPRESENTATIVE AND PURCHASER.
UPON SUCH DEPOSIT, ESCROW AGENT SHALL BE RELIEVED
AND DISCHARGED OF ALL FURTHER OBLIGATIONS AND RESPONSIBILITIES HEREUNDER.
SELLER HEREBY APPOINTS SELLER'S REPRESENTATIVE TO GIVE AND RECEIVE NOTICES TO
ESCROW AGENT REGARDING THE DEPOSIT.
2.3.4
THE PARTIES ACKNOWLEDGE THAT ESCROW AGENT IS ACTING SOLELY AS A
STAKEHOLDER AT THEIR REQUEST AND FOR THEIR CONVENIENCE, AND THAT ESCROW AGENT
SHALL NOT BE DEEMED TO BE THE