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<br />Escrow Holder of cash in the amount of the Purchase Price plus such additional funds as may be <br />required to pay AGENCY's share of prorations and closing costs as set forth in Sections 4.3 and <br />4.4 below. <br /> <br />4. ESCROW <br /> <br />4.1 Opening of Escrow. <br /> <br />A. On May 23,2005, but in no event later than five (5) business days following the Effective <br />Date, AGENCY shall open Escrow by depositing with Escrow Holder, a fully executed copy of <br />this Agreement, together with Two Hundred Thousand and Noll 00 Dollars ($200,000.00) in <br />cash ("Escrow Deposit") into an interest bearing account established by Escrow Holder. All <br />interest thereon shall be deemed a part of the Escrow Deposit. On or after May 23,2005, <br />SELLER may immediately withdraw Fifty Thousand Dollars ($50,000) ("First Escrow <br />Withdrawal"), at which time the First Escrow Withdrawal shall be non-refundable to AGENCY. <br />On June 22, 2005, SELLER may withdraw an additional Fifty Thousand and No/I 00 Dollars <br />($50,000.00) ("Second Escrow Withdrawal"), at which time the Second Escrow Withdrawal <br />shall be non-refundable to AGENCY. On or after July 22, 2005, SELLER may withdraw an <br />additional Fifty Thousand and No/IOO Dollars ($50,000.00) ("Third Escrow Withdrawal"), at <br />which time the Third Escrow Withdrawal shall be non-refundable to AGENCY. On or after <br />August 22,2005, SELLER may withdraw an additional Fifty Thousand and No/I 00 Dollars <br />($50,000.00) ("Fourth Escrow Withdrawal"), at which time the Fourth Escrow Withdrawal shall <br />be non-refundable to AGENCY. <br /> <br />If AGENCY fails to make the Escrow Deposit on or before the fifth (5th) business day <br />following the Effective Date, then SELLER, at its option, may terminate this Agreement. <br /> <br />B. If the purchase and sale transaction is consummated as contemplated by this Agreement, <br />then the entire amount of the Escrow Deposit shall be credited against the Purchase Price. <br />Except as otherwise set forth in paragraph A. above, the Escrow Deposit is non-refundable to <br />AGENCY. Notwithstanding the foregoing, the Escrow Deposit shall be returned immediately to <br />AGENCY in the event that: (i) AGENCY shall have performed fully or tendered performance of <br />its obligations under this Agreement; and (ii) a Seller Event of Default (as defined below) has <br />occurred and is continuing beyond any applicable notice and cure period. A Seller Event of <br />Default and return of the Escrow Deposit to AGENCY shall not be considered termination of <br />this Agreement; however, the schedule of Escrow Withdrawals shall be suspended until said <br />Seller Event of Default is remedied. <br /> <br />For the purposes ofthis Agreement, a "Seller Event of Default" shall mean (i) SELLER's <br />inability to convey title to the Property as required under Section 6.1 of this Agreement, or (ii) <br />SELLER's material failure to perform its obligations under this Agreement after receipt of notice <br />from AGENCY and a reasonable opportunity to cure. <br /> <br />4.2 Close of Escrow. Not later than two (2) business days prior to the Close of Escrow, <br />AGENCY and SELLER shall deliver to Escrow Holder additional written closing instructions, <br />consistent with this Agreement, as necessary to close Escrow. Escrow shall close on or before <br /> <br />3 <br />