3.2 ESCROW AGENT shall release the Deposit to PURCHASER or SPONSOR as directed: 3.2. Downpayment in Escrow.(a) Seller's attorney ("Escrowee") shall hold the. The Escrow Agent will distribute the Escrow Amount to the Seller on the Final Payment Date, in accordance with to the terms of the Escrow Agreement. An escrow agreement is a legal document outlining the terms and conditions between parties involved in an escrow arrangement.