Payments at Closing (a) At the Closing, the Base Purchase Price, minus the amounts to be paid into escrow pursuant to Section 2.3(b) and 2.3(c), shall be paid by Buyer by wire transfer of U.S. dollars to an account to be established by the Shareholder Representative on behalf of all of the Shareholders. The Shareholder Representative shall provide wire transfer instructions for such account to the Buyer not less than five (5) days prior to the Closing Date. Buyer's transfer of funds to such account at the Closing shall constitute payment by the Buyer to each Shareholder of such Shareholder's Proportionate Interest of such amount. Notwithstanding the above, the Shareholders have the option to elect to receive an aggregate of up to Thirty-Five Million Dollars ($35,000,000) of the amount to be paid pursuant to this Section 2.3(a) in promissory notes in the form attached hereto as Exhibit A. Each note shall bear interest from and after the Closing at a fixed rate per annum equal to the LIBOR rate, minus twenty-five (25) basis points, and shall be due in full on January 15, 1996. The exercise of the right to receive promissory notes shall be effected by a written notice delivered by the Shareholder Representative to the Buyer at least ten (10) business days prior to the Closing Date setting forth the aggregate amount of the notes to be issued. Once made, the election shall be irrevocable and shall bind all the Shareholders. In the event of such election, each Shareholder shall receive at Closing a promissory note in the form attached hereto as Exhibit A in the principal amount of such Shareholder's Proportionate Interest of the aggregate amount of the promissory notes. The cash payment due at the Closing pursuant to this Section 2.3(a) shall be reduced by the principal amount of the promissory notes issued at the Closing. (b) Buyer shall pay to the Escrow Agent the sum of Two Million Dollars ($2,000,000) (the "General Escrow Fund") pursuant to the terms of the General Escrow Fund Agreement substantially similar in substance to the form attached hereto as Exhibit B. (c) Buyer shall pay to the Escrow Agent the sum of Five Hundred Thousand Dollars ($500,000) (the "Balance Sheet Escrow Fund"), pursuant to the terms of the Balance Sheet Escrow Fund Agreement substantially similar in substance to the form attached hereto as Exhibit C. Buyer's transfer of funds to the Escrow Agent at the Closing pursuant to Sections 2.3(b) and 2.3(c) shall constitute payment by Buyer to each Shareholder of such Shareholder's Proportionate Interest of the amount paid to the Escrow Agent.