Common use of Deposit Escrow Clause in Contracts

Deposit Escrow. (a) On the next Business Day following the Agreement Date, Buyer shall execute and deliver to Sellers the Deposit Escrow Agreement and deposit with the Escrow Agent fifty million dollars ($50,000,000) (the “Deposit Escrow”). (b) The Deposit Escrow shall be held and disbursed pursuant to the terms of the Deposit Escrow Agreement and this Agreement, including: (i) if the Closing shall occur, then the Deposit Escrow, together with all accrued investment income or interest thereon, shall be applied towards the Purchase Price; (ii) if this Agreement is terminated pursuant to and in accordance with Section 8.1(a), Section 8.1(b), Section 8.1(c), Section 8.1(d)(ii), Section 8.1(e) or Section 8.1(f), then the Deposit Escrow, together with all accrued investment income or interest thereon, shall be returned to Buyer; or (iii) if this Agreement is terminated by Sellers pursuant to and in accordance with Section 8.1(d), then the Deposit Escrow, together with all accrued investment income or interest thereon, shall be delivered to Sellers. (c) Unless this Agreement has been validly terminated in accordance with its terms (in which case Section 3.2(b) shall control), in the event that Buyer is not the Successful Bidder or the Back-Up Bidder following the Auction, the Escrow Agent shall return the Deposit Escrow to Buyer within fifteen (15) Business Days after the entry of the sale order by the Bankruptcy Court with respect to the Alternative Transaction involving the Successful Bidder. In the event that Buyer is the Back-Up Bidder following the Auction, the Escrow Agent shall return the Deposit Escrow to Buyer within two (2) Business Days of the Outside Back-Up Date.

Deposit Escrow. (a) On the next Business Day following the Agreement Dateor before July 6, Buyer 2016, Purchaser shall execute and deliver to Sellers Seller the Deposit Escrow Agreement and deposit with the Escrow Agent fifty million dollars Nine Hundred and Eighty-Seven Thousand Five Hundred United States Dollars ($50,000,000US$987,500.00) (the “Deposit Escrow”) (for the avoidance of doubt, the Escrow Deposit shall be withheld from the Purchase Price in accordance with the terms and conditions of this Agreement and shall not be in addition to the Purchase Price.). (b) The Deposit Escrow shall be held and disbursed pursuant to the terms of the Deposit Escrow Agreement and this Agreement, including: (i) if the Closing shall occur, then the Deposit Escrow, together with all accrued investment income or interest thereon, shall be applied towards paid to Seller and included as part of (and not in addition to) the Purchase Price; (ii) if this Agreement is terminated pursuant to and in accordance with Section 8.1(a4.4(a), Section 8.1(b4.4(b), Section 8.1(c4.4(c), Section 8.1(d)(ii4.4(d), Section 8.1(e4.4(e), Section 4.4(f), Section 4.4(g), Section 4.4(i) or Section 8.1(f4.4(k), then the Deposit Escrow, together with all accrued investment income or interest thereon, shall be returned to BuyerPurchaser; or (iii) if this Agreement is terminated by Sellers Seller pursuant to and in accordance with Section 8.1(d4.4(h) or Section 4.4(j), then the Deposit Escrow, together with all accrued investment income or interest thereon, shall be delivered to SellersSeller as full and final liquidated damages hereunder. (c) Unless this Agreement has been validly terminated in accordance with its terms (in which case Section 3.2(b) shall control), in the event that Buyer Purchaser is not the Successful Prevailing Bidder or the Back-Up up Bidder following the Auction, the Escrow Agent shall return the Deposit Escrow to Buyer Purchaser within fifteen (15) Business Days after the entry of the sale order Sale Order by the Bankruptcy Court with respect to the Alternative Transaction involving the Successful Prevailing Bidder. In the event that Buyer Purchaser is the Back-Up up Bidder following the Auction, the Escrow Agent shall return the Deposit Escrow to Buyer Purchaser within two (2) Business Days of the Outside Back-Up Date.

Deposit Escrow. (a) On At or prior to the next Business Day following Closing, the Agreement Date, Buyer shall execute and deliver to Sellers the Deposit Escrow Agreement and (i) deposit immediately into escrow with the Escrow Agent fifty million dollars ($50,000,000) Citibank NA (the “Deposit EscrowEscrow Agent”) an amount equal to one million six-hundred twenty-four thousand seven hundred ninety dollars and ten cents ($1,624,790.10). , and (bii) The Deposit Escrow shall deposit any additional amounts required to be held and disbursed deposited following the Auction pursuant to the terms of the Deposit Escrow Agreement and this Agreement, including: Bidding Procedures Order (the amounts so deposited pursuant to the foregoing clauses (i) if the Closing shall occur, then the Deposit Escrowand (ii), together with all any interest accrued investment income thereon prior to the Closing Date, the “Deposit”) by wire transfer of immediately available funds pursuant to the terms of this Agreement. The Deposit shall not be subject to any lien, attachment, trustee process or interest thereonany other judicial process of any creditor of any of the Parties; provided, that the Seller’s right to receive the Deposit in accordance with the terms of this Agreement shall be applied towards subject to the Purchase Price; liens securing the DIP Obligations. The Deposit shall become payable to the Seller upon the earlier of (i) the Closing or (ii) if the termination of this Agreement is terminated by the Seller pursuant to and in accordance with Section 8.1(a), Section 8.1(b), Section 8.1(c), Section 8.1(d)(ii), Section 8.1(e9.1(d) or Section 8.1(f9.1(i) (any such termination described in the foregoing clause (ii), then a “Buyer Default Termination”). If the Closing occurs, the Deposit Escrow, together with all accrued investment income or interest thereon, shall be returned to Buyer; or (iii) if this Agreement is terminated by Sellers pursuant to and in accordance with Section 8.1(d), then the Deposit Escrow, together with all accrued investment income or interest thereon, shall be delivered to Sellers. an account designated by the Seller by wire transfer of immediately available funds as payment of a portion of the Purchase Price. If the Deposit becomes payable to the Seller by reason of a Buyer Default Termination, then either (cA) Unless this Agreement has been validly terminated the Seller and the Buyer shall jointly instruct the Escrow Agent to disburse, or (B) the Seller or the Buyer shall deliver to the Escrow Agent a final and non-appealable written Order from a court of competent jurisdiction directing the Escrow Agent to disburse, the Deposit to the Seller, in each case in accordance with its terms (in which case Section 3.2(b) shall control)this Agreement, in the event that Buyer is not the Successful Bidder or the Back-Up Bidder following the Auction, and the Escrow Agent shall return the Deposit Escrow to Buyer within fifteen (15) Business Days after the entry of the sale order by the Bankruptcy Court with respect to the Alternative Transaction involving the Successful Bidder. In the event that Buyer is the Back-Up Bidder following the Auctionshall, the Escrow Agent shall return the Deposit Escrow to Buyer within two (2) Business Days after receiving such joint written instruction or Order, as the case may be, disburse the Deposit by wire transfer of immediately available funds to the account designated in writing by the Seller to be retained by the Seller for its own account. If this Agreement or the transactions contemplated herein are terminated other than for a termination which constitutes a Buyer Default Termination, then either (A) the Seller and the Buyer shall jointly instruct the Escrow Agent to return, or (B) the Seller or the Buyer shall deliver to the Escrow Agent a final and non-appealable written Order from a court of competent jurisdiction directing the Escrow Agent to return, and the Escrow Agent shall, within two (2) Business Days after such instruction, return to the Buyer the Deposit by wire transfer of immediately available funds to the account designated in writing by the Buyer. The Escrow Agent’s escrow fees and charges shall be paid by the Buyer. The Parties agree that Xxxxxx’s right to retain the Deposit, as set forth in this Section 3.2 is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Seller for its efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the Outside Back-Up Dateconsummation of the Transactions, which amount would otherwise be impossible to calculate with precision.

Deposit Escrow. Concurrently with the execution of this Agreement, the Debtor Entities have entered into an escrow agreement, a copy of which is attached hereto as Exhibit A (athe “Escrow Agreement”) On with Kroll Restructuring Administration LLC (the next Business Day following “Escrow Agent”), and the Agreement Date, Buyer shall execute and deliver to Sellers the Deposit Escrow Agreement and (i) deposit immediately into escrow with the Escrow Agent fifty million dollars an amount equal to $270,000, and ($50,000,000ii) (deposit any additional amounts required to be deposited following the “Deposit Escrow”). (b) The Deposit Escrow shall be held and disbursed Auction pursuant to the terms of the Deposit Escrow Agreement and this Agreement, including: Bidding Procedures Order (the amounts so deposited pursuant to the foregoing clauses (i) if and (ii), the “Deposit”) by wire transfer of immediately available funds pursuant to the terms of this Agreement and the Escrow Agreement. The Deposit shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any of the Parties; provided, that the Seller’s right to receive the Deposit in accordance with the terms of this Agreement shall be subject to the liens securing the DIP Obligations. The Deposit shall become payable to the Seller upon the earlier of (i) the Closing shall occur, then the Deposit Escrow, together with all accrued investment income or interest thereon, shall be applied towards the Purchase Price; (ii) if the termination of this Agreement is terminated by (A) the Seller pursuant to and in accordance with Section 8.1(a9.1(d) or Section 9.1(i), or (B) the Seller pursuant to Section 9.1(b), Section 8.1(b), Section 8.1(c), Section 8.1(d)(ii), Section 8.1(e9.1(c) or Section 8.1(f9.1(h), then or the Buyer pursuant to Section 9.1(b) or Section 9.1(h) at a time when the Seller could have terminated this Agreement pursuant to Section 9.1(d) (any such termination described in the foregoing clauses (ii)(A) or (ii)(B), a “Buyer Default Termination”). If the Closing occurs, the Deposit Escrow, together with all accrued investment income or interest thereon, shall be returned to Buyer; or (iii) if this Agreement is terminated by Sellers pursuant to and in accordance with Section 8.1(d), then the Deposit Escrow, together with all accrued investment income or interest thereon, shall be delivered to Sellers. an account designated by the Seller by wire transfer of immediately available funds as payment of a portion of the Purchase Price. If the Deposit becomes payable to the Seller by reason of a Buyer Default Termination, then either (cA) Unless this Agreement has been validly terminated the Seller shall instruct the Escrow Agent to disburse, or (B) the Seller shall deliver to the Escrow Agent a final and non-appealable written Order from a court of competent jurisdiction directing the Escrow Agent to disburse, the Deposit to the Seller, in each case in accordance with its terms (in which case Section 3.2(b) shall control)the Escrow Agreement, in the event that Buyer is not the Successful Bidder or the Back-Up Bidder following the Auction, and the Escrow Agent shall return the Deposit Escrow to Buyer within fifteen (15) Business Days after the entry of the sale order by the Bankruptcy Court with respect to the Alternative Transaction involving the Successful Bidder. In the event that Buyer is the Back-Up Bidder following the Auctionshall, the Escrow Agent shall return the Deposit Escrow to Buyer within two (2) Business Days after receiving such written instruction or Order, as the case may be, disburse the Deposit to an account designated by the Seller by wire transfer of immediately available funds to the Outside Back-Up Dateaccount designated in writing by the Seller to be retained by the Seller for its own account. If this Agreement or the transactions contemplated herein are terminated other than for a termination which constitutes a Buyer Default Termination, the Seller shall instruct the Escrow Agent to, and the Escrow Agent shall, within two (2) Business Days after such instruction, return to the Buyer the Deposit by wire transfer of immediately available funds to the account designated in writing. The Escrow Agent’s escrow fees and charges shall be paid by the Buyer.

Deposit Escrow. Concurrently with the execution of this Agreement, the Debtor Entities have entered into an escrow agreement substantially in the form of Exhibit C (athe “Escrow Agreement”) On with Kroll Restructuring Administration LLC (the next Business Day following “Escrow Agent”), and the Agreement Date, Buyer shall execute and deliver to Sellers the Deposit Escrow Agreement and (i) deposit immediately into escrow with the Escrow Agent fifty million dollars an amount equal to Sixty Five Thousand Dollars ($50,000,00065,000.00), and (ii) (deposit any additional amounts required to be deposited following the “Deposit Escrow”). (b) The Deposit Escrow shall be held and disbursed Auction pursuant to the terms of the Deposit Escrow Agreement and this Agreement, including: Bidding Procedures Order (the amounts so deposited pursuant to the foregoing clauses (i) if and (ii), the “Deposit”) by wire transfer of immediately available funds pursuant to the terms of this Agreement and the Escrow Agreement. The Deposit shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any of the Parties; provided, that the Seller’s right to receive the Deposit in accordance with the terms of this Agreement shall be subject to the liens securing the DIP Obligations. The Deposit shall become payable to the Seller upon the earlier of (i) the Closing shall occur, then the Deposit Escrow, together with all accrued investment income or interest thereon, shall be applied towards the Purchase Price; (ii) if the termination of this Agreement is terminated by (A) the Seller pursuant to and in accordance with Section 8.1(a9.1(d) or Section 9.1(i), or (B) the Seller pursuant to Section 9.1(b), Section 8.1(b), Section 8.1(c), Section 8.1(d)(ii), Section 8.1(e9.1(c) or Section 8.1(f9.1(h), then or the Buyer pursuant to Section 9.1(b) or Section 9.1(h) at a time when the Seller could have terminated this Agreement pursuant to Section 9.1(d) (any such termination described in the foregoing clauses (ii)(A) or (ii)(B), a “Buyer Default Termination”). If the Closing occurs, the Deposit Escrow, together with all accrued investment income or interest thereon, shall be returned to Buyer; or (iii) if this Agreement is terminated by Sellers pursuant to and in accordance with Section 8.1(d), then the Deposit Escrow, together with all accrued investment income or interest thereon, shall be delivered to Sellers. an account designated by the Seller by wire transfer of immediately available funds as payment of a portion of the Purchase Price. If the Deposit becomes payable to the Seller by reason of a Buyer Default Termination, then either (cA) Unless this Agreement has been validly terminated the Seller shall instruct the Escrow Agent to disburse, or (B) the Seller shall deliver to the Escrow Agent a final and non-appealable written Order from a court of competent jurisdiction directing the Escrow Agent to disburse, the Deposit to the Seller, in each case in accordance with its terms (in which case Section 3.2(b) shall control)the Escrow Agreement, in the event that Buyer is not the Successful Bidder or the Back-Up Bidder following the Auction, and the Escrow Agent shall return the Deposit Escrow to Buyer within fifteen (15) Business Days after the entry of the sale order by the Bankruptcy Court with respect to the Alternative Transaction involving the Successful Bidder. In the event that Buyer is the Back-Up Bidder following the Auctionshall, the Escrow Agent shall return the Deposit Escrow to Buyer within two (2) Business Days after receiving such written instruction or Order, as the case may be, disburse the Deposit to an account designated by the Seller by wire transfer of immediately available funds to the Outside Back-Up Dateaccount designated in writing by the Seller to be retained by the Seller for its own account. If this Agreement or the transactions contemplated herein are terminated other than for a termination which constitutes a Buyer Default Termination, the Seller shall instruct the Escrow Agent to, and the Escrow Agent shall, within two (2) Business Days after such instruction, return to the Buyer the Deposit by wire transfer of immediately available funds to the account designated in writing. The Escrow Agent’s escrow fees and charges shall be paid by the Buyer.

Deposit Escrow. Subject to the terms and conditions of an escrow agreement (athe “Deposit Escrow Agreement”) On entered into among Buyer, Seller and the next Business Day following Deposit Escrow Agent (as defined below), substantially in the Agreement form attached hereto as Exhibit A, on or prior to the Effective Date, Buyer shall execute and deliver to Sellers and deposit in trust with XX Xxxxxx Xxxxx Bank or other similar escrow agent or company mutually acceptable by written agreement between Buyer and Seller (the “Deposit Escrow Agreement and deposit with Agent”), the Escrow Agent fifty million dollars sum of Three Hundred Fifty Thousand Dollars ($50,000,000350,000) (the “Deposit EscrowDeposit”). (b) The in immediately available, good funds. Upon receipt of the Deposit, the Deposit Escrow Agent shall be held and disbursed immediately deposit the Deposit into an account pursuant to the terms of the Deposit Escrow Agreement and this Agreement, including: (i) if the Closing shall occur, then the . The Deposit Escrow, together with all accrued investment income or interest thereon, shall be applied towards the Purchase Price; (ii) if this Agreement is terminated pursuant to and in accordance with Section 8.1(a), Section 8.1(b), Section 8.1(c), Section 8.1(d)(ii), Section 8.1(e) or Section 8.1(f), then the Deposit Escrow, together with all accrued investment income or interest thereon, shall be returned to Buyer; or (iii) if this Agreement is terminated by Sellers pursuant to and in accordance with Section 8.1(d), then the Deposit Escrow, together with all accrued investment income or interest thereon, shall be delivered to Sellers. (c) Unless this Agreement has been validly terminated in accordance with its terms (in which case Section 3.2(b) shall control), in the event that Buyer is not the Successful Bidder or the Back-Up Bidder following the Auction, the Escrow Agent shall return to Buyer the Deposit (and any interest accrued thereon) upon the earlier of (A) Buyer’s termination of this Agreement under Section 8.1.1 as a result of the failure of a condition to Buyer’s obligations, as set forth in Section 4.2 (a “Seller Default Termination”), (B) Seller’s termination of this Agreement at its election under Section 8.1.1 unless there has been a Buyer Default Termination, (C) mutual termination of this Agreement under Section 8.1.2, or (D) pursuant to Section 2.4.4. The Deposit Escrow Agent shall deliver the Deposit (and any interest accrued thereon) to Seller upon the earlier of (A) Seller’s termination of this Agreement under Section 8.1.1 as a result of the failure of a condition to Seller’s obligations set forth in Sections 4.1.1 or 4.1.2 (a “Buyer Default Termination”) or (B) the Closing. Promptly upon the occurrence of any of the events described in the immediately preceding two sentences, Seller and Buyer shall jointly instruct the Deposit Escrow Agent to release the Deposit in accordance with this Section 2.2. The Deposit Escrow Agent’s escrow fees and charges shall be paid one-half by Seller and one-half by Buyer, in which respect the Seller and the Buyer within fifteen shall not be jointly liable since each shall only be liable for its own part (15one-half) Business Days after the entry of the sale order by the Bankruptcy Court with respect to the Alternative Transaction involving the Successful Bidder. In the event that Buyer is the Back-Up Bidder following the Auction, the Escrow Agent shall return the Deposit Escrow to Buyer within two (2) Business Days of the Outside Back-Up Datesaid fees and charges.

Deposit Escrow. ‌ (a) On the next Business Day following the Agreement Dateor before July 6, Buyer 2016, Purchaser shall execute and deliver to Sellers Seller the Deposit Escrow Agreement and deposit with the Escrow Agent fifty million dollars Nine Hundred and Eighty-Seven Thousand Five Hundred United States Dollars ($50,000,000US$987,500.00) (the “Deposit Escrow”) (for the avoidance of doubt, the Escrow Deposit shall be withheld from the Purchase Price in accordance with the terms and conditions of this Agreement and shall not be in addition to the Purchase Price.). (b) The Deposit Escrow shall be held and disbursed pursuant to the terms of the Deposit Escrow Agreement and this Agreement, including: (i) if the Closing shall occur, then the Deposit Escrow, together with all accrued investment income or interest thereon, shall be applied towards paid to Seller and included as part of (and not in addition to) the Purchase Price; (ii) if this Agreement is terminated pursuant to and in accordance with Section 8.1(a4.4(a), Section 8.1(b4.4(b), Section 8.1(c4.4(c), Section 8.1(d)(ii4.4(d), Section 8.1(e4.4(e), Section 4.4(f), Section 4.4(g), Section 4.4(i) or Section 8.1(f4.4(k), then the Deposit Escrow, together with all accrued investment income or interest thereon, shall be returned to BuyerPurchaser; or (iii) if this Agreement is terminated by Sellers Seller pursuant to and in accordance with Section 8.1(d4.4(h) or Section 4.4(j), then the Deposit Escrow, together with all accrued investment income or interest thereon, shall be delivered to SellersSeller as full and final liquidated damages hereunder. (c) Unless this Agreement has been validly terminated in accordance with its terms (in which case Section 3.2(b) shall control), in the event that Buyer Purchaser is not the Successful Prevailing Bidder or the Back-Up up Bidder following the Auction, the Escrow Agent shall return the Deposit Escrow to Buyer Purchaser within fifteen (15) Business Days after the entry of the sale order Sale Order by the Bankruptcy Court with respect to the Alternative Transaction involving the Successful Prevailing Bidder. In the event that Buyer Purchaser is the Back-Up up Bidder following the Auction, the Escrow Agent shall return the Deposit Escrow to Buyer Purchaser within two (2) Business Days of the Outside Back-Up Date.

Deposit Escrow. On or before 5:00PM (aEastern Time) On on November 27, 2020, the next Business Day following Seller and the Agreement Date, Buyer shall execute have entered into the escrow agreement appended hereto as Exhibit F (the “Escrow Agreement”), with First Republic Bank (the “Escrow Agent”), and deliver to Sellers the Deposit Escrow Agreement and deposit Buyer shall have deposited into escrow with the Escrow Agent fifty an amount equal to fifty-four million dollars ($50,000,00054,000,000) (such amount, together with any interest accrued thereon prior to the Closing Date, the “Deposit EscrowDeposit”). (b) The Deposit Escrow shall be held and disbursed by wire transfer of immediately available funds pursuant to the terms of the Deposit Escrow Agreement to an account specified therein (the “Escrow Account”). Subject to the following sentence and this AgreementSection 3.2, including: (i) if the Closing shall occur, then the Deposit Escrowshall not be subject to any lien, together with all accrued investment income attachment, trustee process or interest thereon, any other judicial process of any creditor of any of the Selling Entities or the Buyer. The Deposit shall be applied towards become payable to the Purchase Price; Seller upon the earlier of (iia) if this Agreement such time as it is terminated pursuant to and released in accordance with the terms and conditions of Section 8.1(a3.2(d), or (b) the termination of this Agreement pursuant to Section 8.1(b9.1(c) (a “Buyer Default Termination”). In such event, Buyer shall have no further Liability hereunder and shall not be subject to Section 10.12. Each of the Parties expressly acknowledges and agrees that in the event that the Deposit is retained by the Seller pursuant to this Section 3.3, (x) the Seller’s right to receive payment of such amount shall constitute the sole and exclusive remedy of the Selling Entities against the Buyer and each of its Affiliates for all losses and damages in respect of the Transaction Documents and the transactions contemplated thereby; and (y) none of the Selling Entities shall be entitled to commence or pursue any Action against any of the Buyer of any of its Affiliates arising out of or in connection with the Transaction Documents or the failure to consummate the transactions contemplated thereby. Prior to the Closing (including as a result of any Buyer Default Termination or any other failure by Buyer to consummate the transactions contemplated hereby), Section 8.1(c), Section 8.1(d)(ii), Section 8.1(e) or Section 8.1(f), then the Deposit Escrow, together maximum aggregate liability of the Buyer and its Affiliates for losses and damages in connection with all accrued investment income or interest thereon, the Transaction Documents and the transactions contemplated thereby shall be returned limited to Buyer; or the Deposit, and no Selling Entity shall seek or obtain, nor shall it cause or direct any of its Representatives or any other Person on its or their behalf to seek or obtain, any recovery or award or any losses or damages of any kind (iii) if this Agreement is terminated by Sellers pursuant to and in accordance with Section 8.1(d)including damages for the loss of the benefit of the bargain, then the Deposit Escrowopportunity cost, together with all accrued investment income loss of premium, time value of money or interest thereonotherwise, shall be delivered to Sellers. (c) Unless this Agreement has been validly terminated in accordance with its terms (in which case Section 3.2(b) shall controlor any consequential, special, expectancy, indirect or punitive damages), in the event aggregate, in excess of the Deposit against the Buyer or any of its Affiliates, collectively, and recovery of the Deposit from the Escrow Account in accordance with the terms of the Escrow Agreement will be the Selling Entities’ sole and exclusive source of recovery for any amounts owing to them as a result of any Buyer Default Termination or any other failure by Buyer to consummate the transactions contemplated hereby. The Parties agree that Buyer the Seller’s right to retain the Deposit, as set forth in this Section 3.3 is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate the Successful Bidder or Selling Entities for their respective efforts and resources expended and the Back-Up Bidder following opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the Auctionexpectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision. At the Closing, the entirety of the Deposit shall remain in the Escrow Account in accordance with the Escrow Agreement until released in accordance with the terms and conditions of Section 3.2(d). In the event the Deposit becomes payable to the Seller by reason of a Buyer Default Termination, the Escrow Agent shall return the Deposit Escrow to Buyer within fifteen (15) Business Days after the entry of the sale order by the Bankruptcy Court with respect to the Alternative Transaction involving the Successful Bidder. In the event that Buyer is the Back-Up Bidder following the Auctionshall, the Escrow Agent shall return the Deposit Escrow to Buyer within two (2) Business Days after receiving notice of such Buyer Default Termination from Seller, disburse the Outside Back-Up DateDeposit to an account designated by the Seller by wire transfer of immediately available funds to be retained by the Seller for its own account. If this Agreement or the transactions contemplated herein are terminated other than for a termination which constitutes a Buyer Default Termination, the Seller and the Buyer shall instruct the Escrow Agent to, and the Escrow Agent shall, within two (2) Business Days after such instruction, return to the Buyer the Deposit by wire transfer of immediately available funds. The Parties agree to promptly deliver any joint instruction that the Escrow Agent may require to effectuate the payments contemplated by this Section 3.3. The Escrow Agent’s escrow fees and charges shall be paid by the Buyer.

Deposit Escrow. Subject to the terms and conditions of an escrow agreement entered into among Buyer, Seller and the Deposit Escrow Agent (a) On as defined below), substantially in the next Business Day following form attached hereto as Exhibit A (the Agreement “Deposit Escrow Agreement”), on or prior to the Effective Date, Buyer shall execute and deliver to Sellers and deposit in trust with XX Xxxxxx Xxxxx Bank or other similar escrow agent or company mutually acceptable by written agreement between Buyer and Seller (the “Deposit Escrow Agreement and deposit with Agent”), the Escrow Agent fifty million dollars sum of Two Million Dollars ($50,000,0002,000,000.00) (the “Deposit EscrowDeposit”). (b) The in immediately available, good funds. Upon receipt of the Deposit, the Deposit Escrow Agent shall be held and disbursed immediately deposit the Deposit into an account pursuant to the terms of the Deposit Escrow Agreement and this Agreement, including: (i) if the Closing shall occur, then the . The Deposit Escrow, together with all accrued investment income or interest thereon, shall be applied towards the Purchase Price; (ii) if this Agreement is terminated pursuant to and in accordance with Section 8.1(a), Section 8.1(b), Section 8.1(c), Section 8.1(d)(ii), Section 8.1(e) or Section 8.1(f), then the Deposit Escrow, together with all accrued investment income or interest thereon, shall be returned to Buyer; or (iii) if this Agreement is terminated by Sellers pursuant to and in accordance with Section 8.1(d), then the Deposit Escrow, together with all accrued investment income or interest thereon, shall be delivered to Sellers. (c) Unless this Agreement has been validly terminated in accordance with its terms (in which case Section 3.2(b) shall control), in the event that Buyer is not the Successful Bidder or the Back-Up Bidder following the Auction, the Escrow Agent shall return to Buyer the Deposit (and any interest accrued thereon) upon the earlier of (A) Buyer’s termination of this Agreement under Section 8.1.1 as a result of the failure of a condition to Buyer’s obligations, as set forth in Section 4.2 (a “Seller Default Termination”), (B) Seller’s termination of this Agreement at its election under Section 8.1.1 unless there has been a Buyer Default Termination, (C) mutual termination of this Agreement under Section 8.1.2, (D) Buyer’s or Seller’s termination of this Agreement under Section 8.1.3 unless there has been a Buyer Default Termination, (E) pursuant to Section 2.4.5, or (F) the failure of the Bankruptcy Court to enter an unstayed Approval Order because of the acceptance of a higher bid. The Deposit Escrow Agent shall deliver the Deposit (and any interest accrued thereon) to Seller upon the earlier of (A) Seller’s termination of this Agreement under Section 8.1.1 as a result of the failure of a condition to Seller’s obligations set forth in Sections 4.1.1 or 4.1.2 (a “Buyer Default Termination”), (B) pursuant to Section 2.4.5 or (C) Seller’s termination of this Agreement under Section 8.1.3 if there has been a Buyer Default Termination. Promptly upon the occurrence of any of the events described in the immediately preceding two sentences, CPPLP and Buyer shall jointly instruct the Deposit Escrow Agent to release the Deposit in accordance with this Section 2.2. The Deposit Escrow Agent’s escrow fees and charges shall be paid one-half by Seller and one-half by Buyer, in which respect the Seller and the Buyer within fifteen shall not be jointly liable since each shall only be liable for its own part (15one-half) Business Days after the entry of the sale order by the Bankruptcy Court with respect to the Alternative Transaction involving the Successful Bidder. In the event that Buyer is the Back-Up Bidder following the Auction, the Escrow Agent shall return the Deposit Escrow to Buyer within two (2) Business Days of the Outside Back-Up Datesaid fees and charges.