If the Estimated Adjusted Purchase Price exceeds the Final Adjusted Purchase Price, then, within five (5) Business Days following the final determination of the Final Adjusted Purchase Price, JI and the Buyer shall promptly execute and deliver to the Escrow Agent a joint written instruction directing the Escrow Agent to release and pay to the Buyer amount of such deficit from the Adjustment Escrow Amount; provided, that to the extent such deficit exceeds the amount of the Adjustment Escrow Amount, JI shall be required to pay to the Buyer the amount of such shortfall by wire transfer of immediately available funds to a bank account designated in writing by the Buyer to JI not later than five (5) calendar days prior to the date of payment; provided, further, however, that if the amount of such deficit is less than the Adjustment Escrow Amount, JI and the Buyer shall promptly execute and deliver to the Escrow Agent a joint written instruction directing the Escrow Agent to release and pay to JI the remaining amounts of the Adjustment Escrow Amount.

If the EstimatedFinal Adjusted Purchase Price exceedsis greater than or equal to the FinalEstimated Adjusted Purchase Price, then, within five (5) Business Days following the final determination of the Final Adjusted Purchase Price, JI and# the Buyer shall promptly execute and deliver to the Escrow Agent a joint written instruction directing the Escrow Agent to release and pay to the Buyer amount of such deficit from the Adjustment Escrow Amount; provided, that to the extent such deficit exceeds the amount of the Adjustment Escrow Amount, JI shall be required to pay to the Buyer the amount of such shortfallexcess to JI, by wire transfer of immediately available funds to asuch bank account or accounts as shall be designated in writing by JI, and # the Buyer to JI not later than five (5) calendar days prior to the date of payment; provided, further, however, that if the amount of such deficit is less than the Adjustment Escrow Amount, JI and the BuyerSellers shall promptly execute and deliver to the Escrow Agent a joint written instruction directing the Escrow Agent to release and pay to JI the remaining amounts of the Adjustment Escrow Amount.

Payment from the Adjustment Escrow Funds. If the Estimated AdjustedFinal Purchase Price exceedsis less than the Estimated Purchase Price, then within three (3) Business Days after the date on which the Final Adjusted Purchase Price, then, within five (5) Business Days followingPrice is finally determined, then the final determinationSeller Representative (on behalf of the Final Adjusted Purchase Price, JISellers) and the Buyer shall promptly execute and deliver a joint written instruction to the Escrow Agent a joint written instruction directing the Escrow Agent to release and pay to the Buyer amount of such deficit from the Adjustment Escrow Amount; provided, that to the extent such deficit exceeds the amount of the Adjustment Escrow Amount, JI shall be required to pay to the Buyer the amount of such shortfallBuyer, by wire transfer of immediately available funds to athe bank account designated in writing by the Buyer to JI notsuch joint written instruction no later than five (5) calendar days prior tothe fifth (5th) Business Day after the date on which the Final Purchase Price is finally determined, a portion of payment; provided, further, however, that ifthe Adjustment Escrow Funds equal to the amount of such deficit is less thanshortfall (not to exceed the amount of Adjustment Escrow Funds in the Adjustment Escrow Amount, JI and the Buyer shall promptly execute and deliver to the Escrow Agent a joint written instruction directing the Escrow Agent to release and pay to JI the remaining amounts of the Adjustment Escrow Amount. Account).

IfRelease of Adjustment Escrow Funds. Within three (3) Business Days after the Estimated Adjusteddate on which the Final Purchase Price exceedsis finally determined, the Final Adjusted Purchase Price, then, within five (5) Business Days following the final determinationSeller Representative (on behalf of the Final Adjusted Purchase Price, JISellers) and the Buyer shall promptly execute and deliver to the Escrow Agent a joint written instruction directing the Escrow Agent to release and pay to the Buyer amount of such deficit from the Adjustment Escrow Amount; provided, that to the extent such deficit exceeds the amount of the Adjustment Escrow Amount, JI shall be required to pay to the Buyer the amount of such shortfallSellers in accordance with their respective Pro Rata Percentages, by wire transfer of immediately available funds to athe bank account of each Seller designated in writing by the Buyer to JI notsuch joint written instruction no later than five (5) calendar days prior tothe fifth (5th) Business Day after the date of payment; provided, further, however, that ifon which the Final Purchase Price is finally determined, an amount of such deficit is less thanequal to the Adjustment Escrow Amount, JI and the Buyer shall promptly execute and deliver to the Escrow Agent a joint written instruction directing the Escrow Agent to release and pay to JI theFunds remaining amounts ofin the Adjustment Escrow Amount. Account after giving effect to any payment required pursuant to [Section 2.4(d)(ii)].