MAY BE IN THE FORM OF ONE OR MORE IRREVOCABLE LETTERS OF CREDIT ISSUED
BY A U.S. FEDERALLY INSURED COMMERCIAL BANK APPROVED BY SELLERS FOR THE BENEFIT
OF ESCROW HOLDER, EACH OF WHICH
4
SHALL HAVE AN INITIAL TERM OF AT LEAST ONE YEAR, THE FORM AND SUBSTANCE OF WHICH
SHALL BE ACCEPTABLE TO SELLERS AND ESCROW HOLDER.
IF BUYER AND SELLER CANNOT
AGREE UPON THE ISSUER OF A LETTER OF CREDIT OR THE FORM OR SUBSTANCE OF SUCH
LETTER OF CREDIT, THE DEPOSIT SHALL BE IN CASH.
IF AT ANY TIME DURING THE TERM
OF THE AGREEMENT, ANY LETTER OF CREDIT WILL EXPIRE WITHIN THIRTY (30) DAYS,
BUYER SHALL DELIVER TO ESCROW HOLDER EITHER A REPLACEMENT LETTER OF CREDIT, OR
AN ENDORSEMENT TO THE LETTER OF CREDIT, EXTENDING THE EXPIRATION DATE OF THE
LETTER OF CREDIT FOR AT LEAST ONE (1) YEAR, OR TO A DATE THAT IS THIRTY (30)
DAYS FOLLOWING THE SCHEDULED CLOSING DATE, WHICHEVER IS EARLIER.
IF A
REPLACEMENT LETTER OF CREDIT OR ENDORSEMENT IS NOT PROVIDED TO ESCROW HOLDER AS
REQUIRED BY THE PRECEDING SENTENCE WITHIN SEVEN (7) BUSINESS DAYS OF THE
EXPIRATION DATE, ESCROW HOLDER SHALL DRAW UPON THE LETTER OF CREDIT AND THE
PROCEEDS THEREOF SHALL BE HELD BY ESCROW HOLDER AS THE DEPOSIT UNDER THIS
AGREEMENT.
ESCROW HOLDER SHALL DRAW UPON AND DELIVER THE PROCEEDS OF A LETTER
OF CREDIT (OR APPLICABLE PORTION THEREOF) TO A SELLER WHENEVER THE TERMS OF THIS
AGREEMENT REQUIRE THE DEPOSIT OR A PORTION THEREOF TO BE DELIVERED TO SUCH
SELLER, INCLUDING FOLLOWING AN EVENT OF DEFAULT BY BUYER THAT HAS NOT BEEN CURED
DURING ANY REQUISITE CURE PERIOD, AND SHALL DELIVER SUCH LETTER OF CREDIT TO
BUYER WHENEVER THE TERMS OF THIS AGREEMENT REQUIRE THE DEPOSIT TO BE DELIVERED
TO BUYER.
EACH LETTER OF CREDIT SHALL PROVIDE THAT IT MAY BE DRAWN UPON BY
ESCROW HOLDER UPON PRESENTATION, TO ISSUER, OF THE ORIGINAL LETTER OF CREDIT
TOGETHER WITH A SITE DRAFT AND A WRITTEN STATEMENT DULY EXECUTED AND
ACKNOWLEDGED BY AN AUTHORIZED REPRESENTATIVE OF ESCROW HOLDER, CERTIFYING THAT
THE AMOUNT DRAWN THEREUNDER IS BEING DRAWN UPON BY ESCROW HOLDER PURSUANT TO THE
TERMS AND CONDITIONS OF THIS AGREEMENT; AND
(B)
BUYER SHALL, ON OR BEFORE 11:00 A.M. (EASTERN TIME) ON THE CLOSING DATE,
DELIVER TO ESCROW HOLDER, BY BANK WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS
TO AN ACCOUNT DESIGNATED BY ESCROW HOLDER NO LESS THAN THREE (3) BUSINESS DAYS
PRIOR TO CLOSING, THE PURCHASE PRICE LESS THE AMOUNT OF ANY CASH DEPOSIT WHICH
IS BEING PAID TO SELLER AT CLOSING.
AT THE CLOSING, ESCROW HOLDER SHALL DELIVER
TO SELLERS THE PURCHASE PRICE AS ADJUSTED TO REFLECT PRORATIONS AND OTHER
ADJUSTMENTS MADE PURSUANT TO ARTICLE VI.
EXCEPT AS OTHERWISE PROVIDED IN THIS
AGREEMENT, ESCROW HOLDER SHALL HOLD ALL AMOUNTS DEPOSITED BY BUYER UNDER THIS
SECTION 2.1(B) FOR THE BENEFIT OF BUYER UNTIL DELIVERED TO SELLERS AT THE
CLOSING AND BUYER SHALL BE ENTITLED TO A CREDIT AGAINST THE PURCHASE PRICE FOR
ALL INTEREST PAID TO SELLERS