PERMFILE119027

• Permit No: C1980003
• IBM Index Class Name: Permit File
• Doc Date: 12/17/2002
• Section_Exhibit Name: 1996 Tab 3 Appendix 3-3 Agreement of Sale
• Media Type: D
• Archive: No

• that the Escrow Agent shall not deposit the Funds in any account
which limits, restricts, or delays their withdrawal. Any
interest or other income earned on the Funds (the "Interest")
shall be held in the Account and disbursed in accordance with the
provisions of-this Agreement as part of the Funds. As used
herein, the term "Funds" shall include the Interest.
3. Disbursement of Funds. The Escrow Agent shall
disburse the Funds as follows:
(A) Joint Instructions or Court Order. The
Escrow Agent shall disburse all or any portion of the Funds at
any time and from time to time pursuant to (i) written
instructions (the "Joint Instructions") executed by both Seller
and Buyer, or (ii) the order of a court of competent jurisdiction
("Court Order"). Buyer and Seller each hereby promise and agree
to execute such Joint Instructions as may be necessary to provide
for the payment of the Funds in accordance with the terms of the
Sale Contract. Within one business day after receipt of any
Joint Instructions or the entry of any Court Order, the
Escrow Agent shall disburse the Funds as directed in such
Joint Instructions or Court Order.
(B) Unilateral Instructions.
(i) Riaht to Give Unilateral Instructions.
• Subject to the provisions of this Paraaraoh 3(B), the
Escrow Agent may also disburse all or any portion of
the Funds at any time and from time to time pursuant to
written instructions (the "Unilateral Instructions")
executed by only one party (the "Requesting Party",).
Upon receipt of any Unilateral Instructions, the
Escrow Agent shall promptly give written notice
(the "Disbursement Notice") of its receipt of the
Unilateral Instructions, together with a copy of
the Unilateral Instructions, to the other party
(the "Receiving Party").
(ii) Riaht to Object. The Receiving Party
shall have the right to object (an "Objection") to any
Unilateral Instructions by delivering written notice of
objection to the Escrow Agent and the Requesting Party
within ten days after its receipt of the Disbursement
Notice (the "Objection Period") stating in reasonable
detail the grounds upon which such Objection is made.
The Receiving Party may waive its right to make an
Objection at any time during the Objection Period by
delivering written notice of waiver to the Escrow Agent
and the Requesting Party, in which event, the Objection
Period shall end as of the date of such notice.
• (iii) Disbursement. Unless the Escrow Agent
earlier receives Joint Instructions or a Court Order,
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