54-10 Agreement

provisions thereof apply to the Earnest Money Deposit, this Escrow Agreement or Escrow Agent, Escrow Agent agrees to comply with, and be bound by, the terms thereof. All terms and provisions contained in the Purchase Agreement relating to any of the foregoing are hereby incorporated herein by this reference. 3. When and as required by the Purchase Agreement, Purchaser has delivered or will deliver to Escrow Agent the Earnest Money Deposit. Upon receipt of each installment of the Earnest Money Deposit, Escrow Agent shall provide written notice to both Seller and Purchaser acknowledging such receipt. The Earnest Money Deposit shall promptly be placed in an interest -bearing account and all interest accrued thereon shall belong to Purchaser in all circumstances, except as set forth in the Purchase Agreement. At Closing, the Earnest Money Deposit and any interest thereon shall be credited against the cash balance of the Purchase Price to be paid by Purchaser on the Closing Date. 4. Escrow Agent shall continue to hold or release the Earnest Money Deposit and interest thereon, if any, in accordance with the Purchase Agreement until otherwise directed by joint written instructions signed by Seller and Purchaser or by a final judgment of a court having jurisdiction of the matter; provided, however, to the extent that the Purchase Agreement contains any provisions inconsistent with, or contrary to, the provisions of this Escrow Agreement, the Purchase Agreement shall remain as the agreement of the parties thereto, but Escrow Agent shall be guided by the terms of this Escrow Agreement. If the Purchase Agreement requires that the Earnest Money Deposit be returned to Purchaser, and Purchaser gives Seller written notice to that effect, with a copy of such notice being provided to Escrow Agent, then, unless Escrow Agent receives a written objection from Seller within five (5) business days after delivery of such notice to Seller, Escrow Agent shall immediately return the Earnest Money Deposit and any interest thereon to Purchaser as required by the Purchase Agreement, without any right in Seller to delay, impede or prevent such disbursement to Purchaser of the Earnest Money Deposit, and the parties shall have no further rights or obligations under this Escrow Agreement, at law or in equity. If the Purchase Agreement requires that the Earnest

urchaser of the Earnest Money Deposit, and the parties shall have no further rights or obligations under this Escrow Agreement, at law or in equity. If the Purchase Agreement requires that the Earnest Money Deposit be paid to Seller (i.e., if the Purchase Agreement is terminated and Purchaser does not have the express right to a refund of the same), and Seller give Purchaser written notice to that effect, with a copy of such notice being provided to Escrow Agent, then, unless Escrow Agent receives a written objection from Purchaser within five (5) business days after delivery of such notice to Purchaser, Escrow Agent shall immediately pay the Earnest Money Deposit and any interest thereon to Seller as required by the Purchase Agreement, without any right in Purchaser to delay, impede or prevent such disbursement to Seller of the Earnest Money Deposit, and the parties shall have no further rights or obligations under this Escrow Agreement, at law or in equity. 5. Seller and Purchaser each agree to deliver to Escrow Agent, upon request, such further instruments and documents as may be reasonably requested by Escrow Agent in order to effectuate the terms and conditions of this Escrow Agreement or supervise the investment, maintenance and disbursement of the Earnest Money Deposit. 6. In no event shall Escrow Agent be liable for any act or failure to act under the provisions of the Purchase Agreement or this Escrow Agreement except where Escrow Agent’s acts are the result of its gross negligence or willful misconduct. Accordingly, Escrow Agent shall not incur any such liability with respect to (a) any action taken or omitted in good faith upon advice of its legal counsel given with respect to any questions relating to the duties and Exhibit B, Page 2 GENBUS/718957.4