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qp <br />40 <br />0 <br />SECTION -1. CREATION OF ESCROW, RECEIPT OF ESCROW DOCUMENTS. <br />(A) Subject to the terms and conditions set forth herein, the Parties desire to appoint Agent to <br />perform the duties jet forth herein, and Agent is willing to perforin such duties. <br />(B) The Parties hereby deliver to, or will from time to time deliver to, Agent the documents <br />identified. or to be identified, in Exhibit A hereto necessary to deliver and convey the Property to the <br />Couary and otherwise fulfill the transactions contemplated by the Memorandum of Understanding (the <br />"Escrow Documents"). As provided in Section (1) (D) hereof, Exhibit A shall be updated as the list of <br />Escrow Documents may be added to, deleted from, or otherwise modified from time to time. <br />(C) Agent shall acknowledge its receipt of the Escrow Documents from each Party and the <br />Escrow Documents shall be held in escrow pending disbursement and disposition as provided for herein. <br />(D) In the event the Parties, from time to time jointly add, delete or modify one or more of the <br />documents escrowed hereunder. Arent shall provide a certificate, with a copy to each Pam hereto, <br />identifying all documents cu=ntly held hereunder. Such certificate shall reflect a current composite list of <br />all documents held by Agent. Agent shall be entitled to rely and act upon written instruction from any <br />official, officer or attorney reasonably believed to be acting on behalf of any Party hereto. <br />E) The Agent is hereby directed and authorized to direct disbursement of the Escrow <br />Documents in accordance with a closing memorandum prepared in conjunction with the Bonds and agreed <br />to by the Parties. so long as such memoranda provides for the immediate wire trutsferto the Seller of the <br />net purchase price proceeds due under the County Agreement for Sale and Purchase at closing. <br />SECTION' 2. DISTRIBUTION' OF ESCROkV DDCUNIENTS. 'Delivery_ and <br />distribution of the ,Escrow Documents shall be and is expressly conditioned upon the fulfilling of all <br />conditions and full performance under the Memorandum of Understanding. County Agreement for Sale and <br />Purchase, Developer Agreement for Sale and Purchase. Development Agreement and this Document <br />Escrow Agreement. However, all Parties acknowledge and agree that each shall timely act and continue <br />to perform under the Memorandum of Understanding, County Agreement for Sale and Purchase,. <br />Developer Agreement for Sale and Purchase. Development Ag-reentent. the other Escrow Documents or <br />any other document or covenant associated with the foregoing tall of which are contemplated by the <br />Memorandum of Understanding) to and through closing ornotice oftenninauon. including, but not limited <br />to processing title insurance, surveys, environmental assessments. and site planning and permitting <br />Processes, <br />