Common use of Designation of Exchange Agent; Deposit of Exchange Fund Clause in Contracts

Designation of Exchange Agent; Deposit of Exchange Fund. Prior to the Closing, Parent and the Parent External Adviser shall enter into a customary exchange agreement with a nationally recognized financial institution designated by Parent and reasonably acceptable to the Company (the “Exchange Agent”) for the payment of the Merger Consideration as provided in Section 2.1(a)(ii). At or prior to the Effective Time, (i) Parent shall deposit, or cause to be deposited with the Exchange Agent, for exchange in accordance with this Article II, through the Exchange Agent book-entry shares (or certificates if requested) representing the full number of whole shares of Parent Common Stock issuable pursuant to Section 2.1(a)(ii) in exchange for outstanding shares of Company Common Stock, (ii) Parent shall deposit, or cause to be deposited with the Exchange Agent, cash in an aggregate amount necessary to pay that portion of the Cash Consideration equal to $1.5023 per share of Company Common Stock (as may be adjusted pursuant to Section 6.19, the “Parent Cash Consideration”), and Parent shall, after the Effective Time on the appropriate payment date, if applicable, provide or cause to be provided to the Exchange Agent any dividends or other distributions payable on such shares of Parent Common Stock pursuant to Section 2.2(d) and (iii) the Parent External Adviser shall deposit, or cause to be deposited with the Exchange Agent, cash in an aggregate amount necessary to pay that portion of the Cash Consideration equal to $1.6761 per share of Company Common Stock (the “Parent External Adviser Cash Consideration”) (such shares of Parent Common Stock, Parent Cash Consideration and Parent External Adviser Cash Consideration provided to the Exchange Agent, together with any dividends or other distributions with respect thereto, are hereinafter referred to as the “Exchange Fund”). For purposes of the deposit, Parent shall assume that there will not be any fractional shares of Parent Common Stock. Parent shall make available to the Exchange Agent, for addition to the Exchange Fund, from time to time as needed, cash sufficient to pay cash in lieu of fractional shares in accordance with Section 2.1(a)(v). In the event the Exchange Fund shall at any time be insufficient to make the payments contemplated by Section 2.1(a)(ii), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment. Parent shall cause the Exchange Fund to be (x) held for the benefit of the holders of Company Common Stock and (y) applied promptly to making the payments pursuant to Section 2.1(a)(ii). The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to Section 2.1, except as expressly provided for in this Agreement.

Designation of Exchange Agent; Deposit of Exchange Fund. Prior to the Closing, Parent and the Parent External Adviser shall enter into a customary exchange agreement with a nationally recognized financial institution designated by Parent and reasonably acceptable to the Company (the “Exchange Agent”) for the payment of the Merger Consideration as provided in Section 2.1(a)(ii2.2(a)(ii). At or prior to the Company Merger Effective Time, (i) Parent shall deposit, or cause to be deposited with the Exchange Agent, for exchange in accordance with this Article II, through the Exchange Agent book-entry shares (or certificates if requested) representing the full number of whole shares of Parent Common Stock issuable pursuant to Section 2.1(a)(ii2.2(a)(ii) in exchange for outstanding shares of Company Common Stock, (ii) Parent shall deposit, or cause to be deposited with the Exchange Agent, cash in an aggregate amount necessary to pay that the Parent Cash Consideration portion of the Cash Consideration equal to $1.5023 per share of Company Common Stock (as may be adjusted pursuant to Section 6.19, the “Parent Cash Merger Consideration”), and Parent shall, after the Company Merger Effective Time on the appropriate payment date, if applicable, provide or cause to be provided to the Exchange Agent any dividends or other distributions payable on such shares of Parent Common Stock pursuant to Section 2.2(d2.3(d) and (iii) the Parent External Adviser shall deposit, or cause to be deposited with the Exchange Agent, cash in an aggregate amount necessary to pay that portion of the Cash Consideration equal to $1.6761 per share of Company Common Stock (the “Parent External Adviser Cash Consideration”) Consideration portion of the Merger Consideration (such shares of Parent Common Stock, Parent Cash Consideration and Parent External Adviser Cash Consideration provided to the Exchange Agent, together with any dividends or other distributions with respect thereto, are hereinafter referred to as the “Exchange Fund”). For purposes of the deposit, Parent shall assume that there will not be any fractional shares of Parent Common Stock. Parent shall make available to the Exchange Agent, for addition to the Exchange Fund, from time to time as needed, cash sufficient to pay cash in lieu of fractional shares in accordance with Section 2.1(a)(v2.2(d). In the event the Exchange Fund shall at any time be insufficient to make the payments contemplated by Section 2.1(a)(ii2.2(a)(ii), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment. Parent, and with respect to the Parent External Adviser Cash Consideration, Parent External Adviser, shall cause the Exchange Fund to be (xi) held for the benefit of the holders of Company Common Stock and (yii) applied promptly to making the payments pursuant to Section 2.1(a)(ii2.2(a)(ii). The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to Section 2.12.2, except as expressly provided for in this Agreement.

Designation of Exchange Agent; Deposit of Exchange Fund. Prior to the Closing, Parent and the Parent External Adviser shall enter into a customary exchange agreement with a nationally recognized financial institution designated by Parent and reasonably acceptable to the Company (the “Exchange Agent”) for the payment of the Merger Consideration as provided in Section 2.1(a)(ii). At or least one (1) Business Day prior to the Effective Time, (i) Parent shall deposit, or cause to be deposited with the Exchange Agent, for exchange in accordance with this Article II, through the Exchange Agent bookAgent, Book-entry shares Entry Shares (or certificates if requestedrequested by the Company) representing the full number of whole shares of Parent Common Stock issuable pursuant to Section 2.1(a)(ii) in exchange for outstanding shares of Company Common Stock, Stock and (ii) the Parent External Adviser shall deposit, or cause to be deposited with the Exchange Agent, deposit cash in an aggregate amount necessary to pay that the cash portion of the Cash Consideration equal to $1.5023 per share of Company Common Stock (as may be adjusted pursuant to Section 6.19, the “Parent Cash Merger Consideration”), and Parent shall, after the Effective Time on the appropriate payment date, if applicable, provide or cause to be provided to the Exchange Agent any dividends or other distributions payable on such shares of Parent Common Stock pursuant to Section 2.2(d) and (iii) the Parent External Adviser shall deposit, or cause to be deposited with the Exchange Agent, cash in an aggregate amount necessary to pay that portion of the Cash Consideration equal to $1.6761 per share of Company Common Stock (the “Parent External Adviser Cash Consideration”) (such shares of Parent Common Stock, Parent Cash Consideration Stock and Parent External Adviser Cash Consideration cash provided to the Exchange Agent, together with any dividends or other distributions with respect thereto, are hereinafter referred to as the “Exchange Fund”). For purposes of the deposit, Parent shall assume that there will not be any fractional shares of Parent Common Stock. Parent shall make available to the Exchange Agent, for addition to the Exchange Fund, from time to time as needed, cash sufficient to pay cash in lieu of fractional shares in accordance with Section 2.1(a)(v). In the event the Exchange Fund shall at any time be insufficient to make the payments contemplated by Section 2.1(a)(ii), Parent or the Parent External Adviser, as applicable, shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment. Parent and the Parent External Adviser shall cause the Exchange Fund to be (x) held for the benefit of the holders of Company Common Stock and (y) applied promptly to making the payments pursuant to Section 2.1(a)(ii). The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to Section 2.12.1(a), except as expressly provided for in this Agreement.

Designation of Exchange Agent; Deposit of Exchange Fund. Prior to the Closing, Parent and the Parent External Adviser shall enter into a customary exchange agreement with a nationally recognized financial institution designated by Parent and reasonably acceptable to the Company (the “Exchange Agent”) for the payment of the Merger Consideration as provided in Section 2.1(a)(ii)) and for the payment by Parent External Adviser of the Additional Cash Consideration as provided in Section 6.19. At or prior to the Effective Time, (iA) Parent shall deposit, or cause to be deposited deposited, with the Exchange Agent, for exchange in accordance with this Article II, through the Exchange Agent (i) book-entry shares (or certificates if requested) representing the full number of whole shares of Parent Common Stock issuable pursuant to Section 2.1(a)(ii) in exchange for outstanding shares of Company Common Stock, Stock and (ii) Parent shall deposit, or cause to be deposited with the Exchange Agent, cash in an aggregate amount necessary to pay that portion of the Cash Consideration equal to $1.5023 per share of Company Common Stock (as may be adjusted pursuant to Section 6.19, the “Parent Aggregate Cash Consideration”), and Parent shall, after the Effective Time on the appropriate payment date, if applicable, provide or cause to be provided to the Exchange Agent any dividends or other distributions payable on such shares of Parent Common Stock pursuant to Section 2.2(d) ), and (iiiB) the Parent External Adviser shall deposit, or cause to be deposited deposited, with the Exchange Agent, for exchange in accordance with this Article II, through the Exchange Agent cash in an aggregate amount necessary equal to pay that portion of the Additional Cash Consideration equal to $1.6761 per share of Company Common Stock (the “Parent External Adviser Cash Consideration”) (such shares of Parent Common Stock, Parent Stock and Aggregate Cash Consideration and Parent External Adviser Additional Cash Consideration provided to the Exchange Agent, together with any dividends or other distributions with respect thereto, are hereinafter referred to as the “Exchange Fund”). For purposes of the depositdeposit referred to in clause (A) above, Parent shall assume that there will not be any fractional shares of Parent Common Stock. Parent shall make available to the Exchange Agent, for addition to the Exchange Fund, from time to time as needed, cash sufficient to pay cash in lieu of fractional shares in accordance with Section 2.1(a)(v2.1(a)(vi). In the event the Exchange Fund shall at any time be insufficient to make the payments contemplated by Section 2.1(a)(ii) or Section 6.19, Parent (in the case of payments contemplated by Section 2.1(a)(ii)) or Parent External Adviser (in the case of payments contemplated by Section 6.19), Parent as applicable, shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such paymentpayments. Parent shall cause the Exchange Fund to be (x) held for the benefit of the holders of Company Common Stock and (y) applied promptly to making the payments pursuant to Section 2.1(a)(ii)) and Section 6.19. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to Section 2.12.1(a) and Section 6.19, except as expressly provided for in this AgreementSection 2.2(f).

Designation of Exchange Agent; Deposit of Exchange Fund. Prior to the Closing, Parent and the Parent External Adviser shall enter into a customary exchange agreement with a nationally recognized financial institution designated by Parent and reasonably acceptable to the Company (the “Exchange Agent”) for the payment of the Merger Consideration as provided in Section 2.1(a)(ii). At or prior to the Effective Time, (i) Parent shall deposit, deposit or cause to be deposited with the Exchange Agent, for exchange in accordance with this Article II, II through the Exchange Agent Agent, (i) book-entry shares (or certificates if requested) representing the full number of whole shares of Parent Common Stock issuable pursuant to Section 2.1(a)(ii) in exchange for outstanding shares of Company Common Stock, Stock and (ii) Parent shall deposit, or cause to be deposited with the Exchange Agent, cash in an aggregate amount necessary to pay that the Cash Consideration portion of the Cash Consideration equal to $1.5023 per share of Company Common Stock (as may be adjusted pursuant to Section 6.19, the “Parent Cash Merger Consideration”), and Parent shall, after the Effective Time on the appropriate payment date, if applicable, provide or cause to be provided to the Exchange Agent any dividends or other distributions payable on such shares of Parent Common Stock pursuant to Section 2.2(d) and (iii) the Parent External Adviser shall deposit, or cause to be deposited with the Exchange Agent, cash in an aggregate amount necessary to pay that portion of the Cash Consideration equal to $1.6761 per share of Company Common Stock (the “Parent External Adviser Cash Consideration”) (such shares of Parent Common Stock, Parent Cash Consideration Stock and Parent External Adviser Cash Consideration provided to the Exchange Agent, together with any dividends or other distributions with respect thereto, are hereinafter referred to as the “Exchange Fund”). For purposes of the deposit, Parent shall assume that there will not be any fractional shares of Parent Common Stock. Parent shall make available to the Exchange Agent, for addition to the Exchange Fund, from time to time as needed, cash sufficient to pay cash in lieu of fractional shares in accordance with Section 2.1(a)(v2.1(c). In the event the Exchange Fund shall at any time be insufficient to make the payments contemplated by Section 2.1(a)(ii), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment. Parent shall cause the Exchange Fund to be (x) held for the benefit of the holders of Company Common Stock and (y) applied promptly to making the payments pursuant to Section 2.1(a)(ii). The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to Section 2.1, except as expressly provided for in this Agreement.

Designation of Exchange Agent; Deposit of Exchange Fund. Prior to the Closing, Parent and the Parent External Adviser Company shall enter into a customary exchange agent agreement with a nationally recognized financial institution designated by Parent and reasonably acceptable to the Company (the “Exchange Agent”) for the payment of the Merger Consideration as provided in Section 2.1(a)(ii). At or prior to the Effective Time, (i) Parent shall deposit, deposit or cause to be deposited with the Exchange Agent, for exchange in accordance with this Article II, II through the Exchange Agent Agent, book-entry shares (or certificates if requested) representing the full number of whole shares of Parent Common Stock issuable pursuant to Section 2.1(a)(ii) in exchange for outstanding shares of Company Common Stock, (ii) Parent shall deposit, or cause Stock that have been converted into the right to be deposited with receive the Exchange Agent, cash in an aggregate amount necessary to pay that portion of the Cash Merger Consideration equal to $1.5023 per share of Company Common Stock (as may be adjusted pursuant to Section 6.19, the “Parent Cash Consideration”2.1(a)(ii), and Parent shall, after the Effective Time on the appropriate payment date, if applicable, provide or cause to be provided to the Exchange Agent any dividends or other distributions payable on such shares of Parent Common Stock pursuant to Section 2.2(d) and (iii) the Parent External Adviser shall deposit, or cause to be deposited with the Exchange Agent, cash in an aggregate amount necessary to pay that portion of the Cash Consideration equal to $1.6761 per share of Company Common Stock (the “Parent External Adviser Cash Consideration”2.2(e) (such shares of Parent Common Stock, Parent Cash Consideration and Parent External Adviser Cash Consideration Stock provided to the Exchange Agent, together with any dividends or other distributions with respect theretothereto and cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.1(c), are hereinafter referred to as the “Exchange Fund”). For purposes Following the determination of the deposit, Parent shall assume that there will not aggregate amount of cash required to be any fractional shares of Parent Common Stock. Parent shall make available to the Exchange Agent, for addition to the Exchange Fund, from time to time as needed, cash sufficient to pay cash paid in lieu of fractional shares in accordance with pursuant to Section 2.1(a)(v). In the event the Exchange Fund shall at any time be insufficient to make the payments contemplated by Section 2.1(a)(ii2.1(c), Parent shall promptly deposit, cause the Surviving Corporation to deposit or cause to be deposited, additional funds deposited with the Exchange Agent in an such amount which is equal of cash sufficient for payment by the Exchange Agent to the deficiency in the amount required to make such payment. Parent shall cause the Exchange Fund to be (x) held for the benefit of the applicable holders of Company Common Stock and (y) applied promptly to making the payments pursuant to in accordance with Section 2.1(a)(ii2.1(c). The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to Section 2.1, except as expressly provided for in this Agreement.

Designation of Exchange Agent; Deposit of Exchange Fund. Prior to the Closing, Parent and the Parent External Adviser shall enter into a customary exchange agreement with a nationally recognized financial institution designated by Parent and reasonably acceptable to the Company (the “Exchange Agent”) for the payment by Parent of the Merger Consideration as provided in Section 2.1(a)(ii)) and for the payment by Parent External Adviser of the Additional Cash Consideration as provided in Section 6.19. At or prior to the Effective Time, (iA) Parent shall deposit, or cause to be deposited deposited, with the Exchange Agent, for exchange in accordance with this Article II, through the Exchange Agent (i) book-entry shares (or certificates if requested) representing the full number of whole shares of Parent Common Stock issuable pursuant to Section 2.1(a)(ii) in exchange for outstanding shares of Company Common Stock, Stock and (ii) Parent shall deposit, or cause to be deposited with the Exchange Agent, cash in an aggregate amount necessary to pay that portion of the Cash Consideration equal to $1.5023 per share of Company Common Stock (as may be adjusted pursuant to Section 6.19, the “Parent Aggregate Cash Consideration”), and Parent shall, after the Effective Time on the appropriate payment date, if applicable, provide or cause to be provided to the Exchange Agent any dividends or other distributions payable on such shares of Parent Common Stock pursuant to Section 2.2(d) ), and (iiiB) the Parent External Adviser shall deposit, or cause to be deposited deposited, with the Exchange Agent, for exchange in accordance with this Article II, through the Exchange Agent cash in an aggregate amount necessary equal to pay that portion of the Additional Cash Consideration equal to $1.6761 per share of Company Common Stock (the “Parent External Adviser Cash Consideration”) (such shares of Parent Common Stock, Parent Stock and Aggregate Cash Consideration and Parent External Adviser Additional Cash Consideration provided to the Exchange Agent, together with any dividends or other distributions with respect thereto, are hereinafter referred to as the “Exchange Fund”). For purposes of the depositdeposit referred to in clause (A) above, Parent shall assume that there will not be any fractional shares of Parent Common Stock. Parent shall make available to the Exchange Agent, for addition to the Exchange Fund, from time to time as needed, cash sufficient to pay cash in lieu of fractional shares in accordance with Section 2.1(a)(v). In the event the Exchange Fund shall at any time be insufficient to make the payments contemplated by Section 2.1(a)(ii) or Section 6.19, Parent (in the case of payments contemplated by Section 2.1(a)(ii)) or Parent External Adviser (in the case of payments contemplated by Section 6.19), Parent as applicable, shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such paymentpayments. Parent shall cause the Exchange Fund to be (xI) held for the benefit of the holders of Company Common Stock and (yII) applied promptly to making the payments pursuant to Section 2.1(a)(ii)) and Section 6.19. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to Section 2.12.1(a)(ii) and Section 6.19, except as expressly provided for in this AgreementSection 2.2(f).

Designation of Exchange Agent; Deposit of Exchange Fund. Prior to the Closing, Parent and the Parent External Adviser shall enter into a customary exchange agreement with a nationally recognized financial institution designated by Parent and reasonably acceptable to the Company (the “Exchange Agent”) for the payment of the Merger Consideration as provided in Section 2.1(a)(ii)) and Section 2.6. At or prior to the Effective Time, (i) Parent shall deposit, or cause to be deposited deposited, with the Exchange Agent, for exchange in accordance with this Article II, through the Exchange Agent book-entry shares (or certificates if requested) representing the full number of whole shares of Parent Common Stock issuable pursuant to Section 2.1(a)(ii) and Section 2.6 in exchange for outstanding shares of Company Common Stock, (ii) Parent shall deposit, or cause to be deposited deposited, with the Exchange Agent, cash in an aggregate amount necessary to pay that portion of the Cash Consideration equal to $1.5023 per share of Company Common Stock (as may be adjusted pursuant to Section 6.19, the “Parent Aggregate Cash Consideration”), and Parent shall, after the Effective Time on the appropriate payment date, if applicable, provide or cause to be provided to the Exchange Agent any dividends or other distributions payable on such shares of Parent Common Stock pursuant to Section 2.2(d2.2(c) and (iii) the Parent External Adviser shall deposit, or cause to be deposited deposited, with the Exchange Agent, cash in an aggregate amount necessary to pay that portion of the Cash Consideration equal to $1.6761 per share of Company Common Stock (the “Parent External Adviser Aggregate Cash Consideration”) Consideration (such shares of Parent Common Stock, Parent Aggregate Cash Consideration and Parent External Adviser Aggregate Cash Consideration provided to the Exchange Agent, together with any dividends or other distributions with respect thereto, are hereinafter referred to as the “Exchange Fund”). For purposes of the depositdeposit referred to in the previous sentence, Parent shall assume that there will not be any fractional shares of Parent Common Stock. Parent shall make available to the Exchange Agent, for addition to the Exchange Fund, from time to time as needed, cash sufficient to pay cash in lieu of fractional shares in accordance with Section 2.1(a)(v2.1(a)(vi). In the event the Exchange Fund shall at any time be insufficient to make the payments contemplated by Section 2.1(a)(ii)) and Section 2.6, Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such paymentpayments. Parent, and with respect to the Parent External Adviser Aggregate Cash Consideration, the Parent External Adviser, shall cause the Exchange Fund to be (x) held for the benefit of the holders of Company Common Stock and (y) applied promptly to making the payments pursuant to Section 2.1(a)(ii)) and Section 2.6. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to Section 2.12.1(a) and Section 2.6, except as expressly provided for in this AgreementSection 2.2(e).