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