Common use of Deposit and Escrow Clause in Contracts

Deposit and Escrow. 2.1. By no later than 5 pm on Wednesday, July 27, 2011, Escrow Agent shall deliver to Seller by wire transfer, and without need for additional instructions from Buyer, the Deposit. Buyer shall execute and deliver to Escrow Agent any supplemental escrow instructions required by Escrow Agent to allow Escrow Agent to timely release the Deposit to Seller. 2.2. By no later than 5 pm on Monday, August 1, 2011, Buyer shall deliver to Escrow Agent, by wire transfer, the additional sum of $270,000 (the “Second Additional Deposit”). By no later than 5 pm on Tuesday, August 2, 2011, Escrow Agent shall deliver to Seller by wire transfer, and without need for additional instructions from Buyer, the Second Additional Deposit. Buyer shall execute and deliver to Escrow Agent any supplemental escrow instructions required by Escrow Agent to allow Escrow Agent to timely release the Second Additional Deposit to Seller. 2.3. As to the Second Additional Deposit: (i) the sum of $250,000 shall be credited against and applied to the Purchase Price on the Closing Date, and shall be deemed additional liquidated damages to Seller should the Closing fail to occur due to Buyer’s default; and (ii) the sum of $20,000 shall be deemed additional consideration to Seller for entering into this Third Amendment (and reimbursement for Seller’s time and effort and costs and expenses incurred), and said $20,000 shall be non-refundable to Buyer and retained by Seller as its sole property, and not credited against nor applied to the Purchase Price on the Closing Date. Should Escrow Agent fail to receive the entire Second Additional Deposit from Buyer by 5 pm on August 1, 2011, Buyer shall be deemed to be default under the Agreement and this Third Amendment, the Escrow shall be cancelled, the Agreement and this Third Amendment shall terminate (except for those provisions that expressly survive the termination of the Agreement and this Third Amendment), and Seller shall retain the previously delivered Deposit for its own account as liquidated damages. Upon Seller’s receipt of the Deposit and Second Additional Deposit, such sums shall be nonrefundable to Buyer unless a Closing fails to occur due to Seller’s breach or default under or as otherwise provided in the Agreement as amended by this Third Amendment, in which event: (i) the Deposit plus the entire Second Additional Deposit shall be refundable to Buyer in event a Closing fails to occur due to Seller’s default, or (ii) the Deposit plus $250,000 of the Second Additional Deposit shall be refundable to Buyer in the event a Closing fails to occur for a reason otherwise provided in the Agreement as amended by this Third Amendment (for example, a Material Adverse Change in the physical condition of the Property).

Deposit and Escrow. 2.1. By no later than 5 pm on WednesdayThursday, July 27, 2011, Escrow Agent shall deliver to Seller by wire transfer, and without need for additional instructions from Buyer, the Deposit. Buyer shall execute and deliver to Escrow Agent any supplemental escrow instructions required by Escrow Agent to allow Escrow Agent to timely release the Deposit to Seller. 2.2. By no later than 5 pm on Monday, August September 1, 2011, Buyer shall deliver to Escrow Agent, by wire transfer, the additional sum of $270,000 500,000 (the “Second Third Additional Deposit”). By no later than 5 pm on TuesdayFriday, August September 2, 2011, Escrow Agent shall deliver to Seller by wire transfer, and without need for additional instructions from Buyer, the Second Third Additional Deposit. Buyer shall execute and deliver to Escrow Agent any supplemental escrow instructions required by Escrow Agent to allow Escrow Agent to timely release the Second Third Additional Deposit to Seller. 2.32.2. As By no later than 5 pm on Thursday, September 1, 2011, Buyer shall deliver to Escrow Agent, by wire transfer, the Second Additional Deposit: (i) the additional sum of $250,000 35,000 (the “Per Diem Extension Fee Deposit”). 2.3. The Third Additional Deposit shall be credited against and applied to the Purchase Price on the Closing DateClosing, and shall be deemed additional liquidated damages to Seller should the Closing fail to occur due to Buyer’s default; and (ii) the sum of $20,000 shall be deemed additional consideration to Seller for entering into this Third Amendment (and reimbursement for Seller’s time and effort and costs and expenses incurred), and said $20,000 shall be non-refundable to Buyer and retained by Seller as its sole property, and not credited against nor applied to the Purchase Price on the Closing Date. Should Escrow Agent fail to receive the entire Second Third Additional Deposit and Per Diem Extension Fee Deposit from Buyer by 5 pm on August September 1, 2011, Buyer shall be deemed to be default under the Agreement and this Third Fourth Amendment, the Escrow shall be cancelled, the Agreement and this Third Fourth Amendment shall terminate (except for those provisions that expressly survive the termination of the Agreement and this Third Fourth Amendment), and Seller shall retain the previously delivered Deposit and Second Additional Deposit for its own account as liquidated damages. Upon Seller’s receipt of the Deposit and Second Third Additional Deposit, such sums sum shall be nonrefundable to Buyer unless a Closing fails to occur due to Seller’s breach or default under or as otherwise provided in the Agreement as amended by this Third AmendmentFourth Amendment (for example, a Material Adverse Change in the physical condition of the Property), in which event: (i) the Deposit plus the entire Second Additional Deposit and Third Additional Deposit and the Per Diem Extension Fee Deposit shall be refundable to Buyer in event a Closing fails to occur due to Seller’s default, or (ii) the Deposit plus $250,000 of the Second Additional Deposit plus the Third Additional Deposit and the “Per Diem Extension Fee Balance” (as such term is defined in Section 2.4 below) shall be refundable to Buyer in the event a Closing fails to occur for a reason otherwise provided in the Agreement as amended by this Third Fourth Amendment (for example, a Material Adverse Change in the physical condition of the Property). 2.4. Utilizing the Per Diem Extension Fee Deposit, the sum of $2,500 per calendar day (the “Per Diem Extension Fee”) shall be deemed additional consideration to Seller for its agreement to extend the Closing beyond August 31, 2011 until the day of the actual Closing, but not later than September 14, 2011. The Per Diem Extension Fee shall be non-refundable to Buyer and retained by Seller as its sole property, and not credited against nor applied to the Purchase Price on the Closing; the remaining portion of the Per Diem Extension Fee Deposit (the “Per Diem Extension Fee Balance”) shall be refunded by Escrow Agent to Buyer promptly following the Closing. By way of example only, should the actual Closing occur on Tuesday, September 6, 2011, then the aggregate Per Diem Extension Fee payable by Buyer to Seller through Escrow on the day of the Closing shall be $15,000 (i.e., 6 x $2,500), and said $15,000 shall not be credited against nor applied to the Purchase Price; the Per Diem Extension Fee Balance of $20,000 shall be refunded by Escrow Agent to Buyer promptly following the Closing.

Deposit and Escrow. 2.1. By no later than 5 pm on Wednesday, July 27, 2011, Escrow Agent shall deliver to Seller by wire transfer, and without need for additional instructions from Buyer, 1.4.1 Within three (3) Business Days (as defined below) after the Deposit. Buyer shall execute and deliver to Escrow Agent any supplemental escrow instructions required by Escrow Agent to allow Escrow Agent to timely release the Deposit to Seller. 2.2. By no later than 5 pm on Monday, August 1, 2011Effective Date, Buyer shall deliver to Escrow AgentAgent at the following address: 000 Xxxxx Xxxxxx Xxxxxx, by Xxxxx 0000, Xxx Xxxxxxx, XX 00000 Attn: Xxxxxx Xxxxxxx, Vice President, Special Projects (xxxxxxx@xxx.xxx) Phone: (000) 000-0000, a deposit in the form of cash or a wire transfer, transfer of immediately available funds in the additional sum amount of Fifty Nine Thousand Eight Hundred and No/100 Dollars ($270,000 59,800.00) (the “Second Additional Initial Deposit”). By no later than 5 pm on Tuesday, August 2, 2011, Escrow Agent shall deliver to Seller by wire transfer, and without need for additional instructions from Buyerwithin one (1) Business Day following the expiration of the Due Diligence Period (defined in Section 3.2), the Second Additional Deposit. assuming Buyer has not previously terminated this Agreement, Buyer shall execute and deliver to Escrow Agent any supplemental escrow instructions required by an additional good faith deposit (the “Additional Deposit”) of Twenty Nine Thousand Nine Hundred and No/100 Dollars ($29,900.00). The Initial Deposit and the Additional Deposit shall be collectively referred to herein as the “Deposit”. The Deposit shall be held in an insured, interest-bearing account with interest accruing for the benefit of the Buyer. All interest earned on the Deposit shall be reported to the Internal Revenue Service as the income of Buyer. Buyer shall promptly execute such documents as the Escrow Agent may reasonably request to allow Escrow Agent report properly such income. If Buyer fails to timely release deposit the Second Additional Initial Deposit in accordance with this Section, this Agreement shall terminate and neither Seller nor Buyer shall have any further rights, obligations or liabilities to the other party arising out of or resulting from this Agreement except as follows: Buyer shall return to Seller. 2.3. As to the Second Additional Deposit: (i) all Property Information (as defined below); and (ii) all information provided by Seller as part of the sum of $250,000 Exhibits and Schedules to this Agreement. In the event Buyer fails to deposit the Initial Deposit in accordance with this Section, Seller’s remedies shall be credited against limited to receipt of such materials, and in no event shall Seller be entitled to the Initial Deposit. Failure to timely deliver the Additional Deposit (after notice and expiration of any applicable cure period) shall constitute a default by Buyer. 1.4.2 The Deposit (and any interest accrued thereon) shall be applied to the Purchase Price on if the Closing Date, and shall be deemed additional liquidated damages to Seller should the Closing fail to occur due to (as defined below) occurs. Upon delivery of Buyer’s default; and Approval Notice (ii) the sum of $20,000 shall be deemed additional consideration to Seller for entering into this Third Amendment (and reimbursement for Seller’s time and effort and costs and expenses incurredas defined below), and said $20,000 shall be non-refundable to Buyer and retained by Seller as its sole property, and not credited against nor applied to the Purchase Price on the Closing Date. Should Escrow Agent fail to receive the entire Second Additional Deposit from Buyer by 5 pm on August 1, 2011, Buyer shall be deemed to be default under the Agreement and this Third Amendment, the Escrow shall be cancelled, the Agreement and this Third Amendment shall terminate (except for those provisions that expressly survive the termination of the Agreement and this Third Amendment), and Seller shall retain the previously delivered Deposit for its own account as liquidated damages. Upon Seller’s receipt of the Deposit and Second Additional Deposit, such sums shall not be nonrefundable returned to Buyer unless a Closing escrow fails to occur close due to (i) Seller’s breach or default under or as otherwise provided in the Agreement as amended by this Third AmendmentAgreement, in which event: (i) the Deposit plus the entire Second Additional Deposit shall be refundable to Buyer in event a Closing fails to occur due to Seller’s default, or (ii) a failure of a representation or warranty by Seller to be true and correct as of the Closing, (iii) a failure of a condition precedent to Buyer’s obligation to close, and (iv) any other reason that entitles Buyer to have the Deposit plus $250,000 of the Second Additional Deposit shall be refundable to Buyer in the event a Closing fails to occur returned as provided for a herein, including, without limitation, any reason otherwise provided in the Agreement as amended by this Third Amendment (for exampleSections 3.6, a Material Adverse Change in the physical condition of the Property).6.2, 7.1

Deposit and Escrow. 2.1. By no later than 5 pm p.m. on WednesdayThursday, July 27September 15, 2011, Buyer shall deliver to Escrow Agent, by wire transfer, the additional sum of $1,000,000 (the “Fourth Additional Deposit”). By no later than 5 p.m. on Friday, September 16, 2011, Escrow Agent shall deliver to Seller by wire transfer, and without need for additional instructions from Buyer, the Deposit. Buyer shall execute and deliver to Escrow Agent any supplemental escrow instructions required by Escrow Agent to allow Escrow Agent to timely release the Deposit to Seller. 2.2. By no later than 5 pm on Monday, August 1, 2011, Buyer shall deliver to Escrow Agent, by wire transfer, the additional sum of $270,000 (the “Second Additional Deposit”). By no later than 5 pm on Tuesday, August 2, 2011, Escrow Agent shall deliver to Seller by wire transfer, and without need for additional instructions from Buyer, the Second Fourth Additional Deposit. Buyer shall execute and deliver to Escrow Agent any supplemental escrow instructions required by Escrow Agent to allow Escrow Agent to timely release the Second Fourth Additional Deposit to Seller. 2.32.2. As By no later than 5 p.m. on Thursday, September 15, 2011, Buyer shall deliver to Escrow Agent, by wire transfer, the Second Additional Deposit: (i) the additional sum of $250,000 97,500 (the “Second Per Diem Extension Fee Deposit”). (Buyer and Seller hereby acknowledge that the original Per Diem Extension Fee Deposit provided for in the Fourth Amendment has, as of September 14, 2011, been utilized by Buyer in full and fully earned by Seller, and that there is no remaining “Per Diem Extension Fee Balance” (as such term is defined in Section 2.4 of the Fourth Amendment) currently owing to Buyer) By no later than 5 p.m. on Friday, September 16, 2011, Escrow Agent shall deliver to Seller by wire transfer, and without need for additional instructions from Buyer, the Per Diem Extension Fee Deposit in the amount of $35,000, and such sum shall not be credited to the Purchase Price nor be refundable to Buyer. 2.3. The Fourth Additional Deposit shall be credited against and applied to the Purchase Price on the Closing DateClosing, and shall be deemed additional liquidated damages to Seller should the Closing fail to occur due to Buyer’s default; and (ii) the sum of $20,000 shall be deemed additional consideration to Seller for entering into this Third Amendment (and reimbursement for any reason other than Seller’s time and effort and costs and expenses incurred), and said $20,000 shall be non-refundable to Buyer and retained by Seller as its sole property, and not credited against nor applied to the Purchase Price on the Closing Datedefault. Should Escrow Agent fail to receive the entire Fourth Additional Deposit and Second Additional Per Diem Extension Fee Deposit from Buyer by 5 pm p.m. on August 1September 15, 2011, Buyer shall be deemed to be default under the Agreement and this Third Fifth Amendment, the Escrow shall be cancelled, the Agreement and this Third Fifth Amendment shall terminate (except for those provisions that expressly survive the termination of the Agreement and this Third Fifth Amendment), and Seller shall retain the previously delivered Deposit, Second Additional Deposit, and Third Additional Deposit for its own account as liquidated damages. Upon Seller’s receipt of the Fourth Additional Deposit and Per Diem Extension Fee Deposit, such sums, along with the Deposit, the Second Additional Deposit, such sums the Third Additional Deposit and the Second Per Diem Extension Fee Deposit shall be nonrefundable to Buyer unless a Closing fails to occur due to Seller’s breach or default under or as otherwise provided in the Agreement as amended by this Third Amendment, in which event: Fifth Amendment (iunless such breach or default is cured by Seller within five (5) business days following Seller’s receipt of Buyer’s written notice specifying the Deposit plus default). In the entire Second Additional Deposit shall be refundable to Buyer in event a Closing fails to occur due to a Seller’s defaultdefault or breach and such default or breach is not timely cured as provided in the prior sentence, or (ii) the Deposit plus $250,000 of the Second Additional Deposit, the Third Additional Deposit, the Fourth Additional Deposit and the “Second Per Diem Extension Fee Deposit Balance” (as such term is defined in Section 4.2 below) shall be refundable to Buyer Buyer. 2.4. Utilizing the Second Per Diem Extension Fee Deposit, the sum of $10,000 per calendar day (the “Second Per Diem Extension Fee”) shall be deemed additional consideration to Seller for its agreement to extend the Closing beyond September 13, 2011 until the day of the actual Closing, but not later than September 23, 2011; notwithstanding anything to the contrary contained in the event Fourth Amendment, the Second Per Diem Extension Fee for September 14, 2011 shall be $10,000, but Buyer shall be entitled to a Closing fails to occur credit of $2,500 for a reason otherwise provided in the Agreement as amended by this Third Amendment (for example, a Material Adverse Change in the physical condition that day payable out of the Property).Per Diem Extension Fee Deposit paid by Buyer pursuant to the Fourth

Deposit and Escrow. 2.1. By no later than 5 pm on Wednesday, July 27, 2011, Escrow Agent shall deliver to Seller by wire transfer, and without need for additional instructions from Buyer, 1.4.1 Within three (3) Business Days (as defined below) after the Deposit. Buyer shall execute and deliver to Escrow Agent any supplemental escrow instructions required by Escrow Agent to allow Escrow Agent to timely release the Deposit to Seller. 2.2. By no later than 5 pm on Monday, August 1, 2011Effective Date, Buyer shall deliver to Escrow AgentAgent at the following address: 000 Xxxxx Xxxxxx Xxxxxx, by Xxxxx 0000, Xxx Xxxxxxx, XX 00000 Attn: Xxxxxx Xxxxxxx, Vice President, Special Projects (xxxxxxx@xxx.xxx) Phone: (000) 000-0000, a deposit in the form of cash or a wire transfer, transfer of immediately available funds in the additional sum amount of One Hundred Eleven Thousand One Hundred and No/100 Dollars ($270,000 111,100.00) (the “Second Additional "Initial Deposit”). By no later than 5 pm on Tuesday, August 2, 2011, Escrow Agent shall deliver to Seller by wire transfer, and without need for additional instructions from Buyerwithin one (1) Business Day following the expiration of the Due Diligence Period (defined in Section 3.2), the Second Additional Deposit. assuming Buyer has not previously terminated this Agreement, Buyer shall execute and deliver to Escrow Agent any supplemental escrow instructions required by an additional good faith deposit (the "Additional Deposit”) of Fifty Five Thousand Five Hundred Fifty and No/100 Dollars ($55,550.00). The Initial Deposit and the Additional Deposit shall be collectively referred to herein as the “Deposit”. The Deposit shall be held in an insured, interest-bearing account with interest accruing for the benefit of the Buyer. All interest earned on the Deposit shall be reported to the Internal Revenue Service as the income of Buyer. Buyer shall promptly execute such documents as the Escrow Agent may reasonably request to allow Escrow Agent report properly such income. If Buyer fails to timely release deposit the Second Additional Initial Deposit in accordance with this Section, this Agreement shall terminate and neither Seller nor Buyer shall have any further rights, obligations or liabilities to the other party arising out of or resulting from this Agreement except as follows: Buyer shall return to Seller. 2.3. As to the Second Additional Deposit: (i) all Property Information (as defined below); and (ii) all information provided by Seller as part of the sum of $250,000 Exhibits and Schedules to this Agreement. In the event Buyer fails to deposit the Initial Deposit in accordance with this Section, Seller’s remedies shall be credited against limited to receipt of such materials, and in no event shall Seller be entitled to the Initial Deposit. Failure to timely deliver the Additional Deposit (after notice and expiration of any applicable cure period) shall constitute a default by Buyer. 1.4.2 The Deposit (and any interest accrued thereon) shall be applied to the Purchase Price on if the Closing Date, and shall be deemed additional liquidated damages to Seller should the Closing fail to occur due to (as defined below) occurs. Upon delivery of Buyer’s default; and Approval Notice (ii) the sum of $20,000 shall be deemed additional consideration to Seller for entering into this Third Amendment (and reimbursement for Seller’s time and effort and costs and expenses incurredas defined below), and said $20,000 shall be non-refundable to Buyer and retained by Seller as its sole property, and not credited against nor applied to the Purchase Price on the Closing Date. Should Escrow Agent fail to receive the entire Second Additional Deposit from Buyer by 5 pm on August 1, 2011, Buyer shall be deemed to be default under the Agreement and this Third Amendment, the Escrow shall be cancelled, the Agreement and this Third Amendment shall terminate (except for those provisions that expressly survive the termination of the Agreement and this Third Amendment), and Seller shall retain the previously delivered Deposit for its own account as liquidated damages. Upon Seller’s receipt of the Deposit and Second Additional Deposit, such sums shall not be nonrefundable returned to Buyer unless a Closing escrow fails to occur close due to (i) Seller’s breach or default under or as otherwise provided in the Agreement as amended by this Third AmendmentAgreement, in which event: (i) the Deposit plus the entire Second Additional Deposit shall be refundable to Buyer in event a Closing fails to occur due to Seller’s default, or (ii) a failure of a representation or warranty by Seller to be true and correct as of the Closing, (iii) a failure of a condition precedent to Buyer’s obligation to close, and (iv) any other reason that entitles Buyer to have the Deposit plus $250,000 of the Second Additional Deposit shall be refundable to Buyer in the event a Closing fails to occur returned as provided for a herein, including, without limitation, any reason otherwise provided in the Agreement as amended by this Third Amendment (for exampleSections 3.6, a Material Adverse Change in the physical condition of the Property).6.2, 7.1