Common use of Disbursement of Deposit Clause in Contracts

Disbursement of Deposit. The Deposit shall be held by Escrow Agent, in trust, and disposed of only in accordance with the following provisions: (a) Escrow Agent shall invest the Deposit in an interest-bearing account reasonably satisfactory to Purchaser and Seller, and shall promptly provide Purchaser and Seller with confirmation of the investments made. (b) If the Closing occurs, Escrow Agent shall apply the Deposit on the Closing Date to the Purchase Price payable by Purchaser in accordance with Section 1.2(c). If for any reason the Closing does not occur, Escrow Agent shall deliver the Deposit to Seller (in accordance with their respective percentage interests in the Property) or the Operation Partnership only upon receipt of a written demand therefor from such party, subject to the following provisions of this clause (b). Subject to the last sentence of this clause (b), if for any reason the Closing does not occur and either party makes a written demand (the “Demand”) upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice to the other party of the Demand within five (5) Business Days after receipt of the Demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within five (5) Business Days after the Escrow Agent’s giving to such other party such notice, Escrow Agent is hereby authorized to make the payment set forth in the Demand. If Escrow Agent does receive such written objection within such period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions signed by Seller and Purchaser or a final judgment of a court. (c) The parties acknowledge that Escrow Agent is acting solely as an escrow holder at the request and for the convenience of, Purchaser and Seller. Escrow Agent shall not, however, be deemed to be the agent of either of the parties, and Escrow Agent shall not be liable to either of the parties for any action or omission on its part taken or made in good faith, and not in disregard of this Agreement, but shall be liable only for its negligent acts or willful misconduct, and for any liabilities (including reasonable attorneys’ fees, expenses and disbursements) incurred by Seller or Purchaser resulting from Escrow Agent’s mistake of law respecting Escrow Agent scope or nature of its duties. Seller and Purchaser shall jointly and severally indemnify and hold Escrow Agent harmless from and against all liabilities (including reasonable attorneys’ fees, expenses and disbursements) incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or made by Escrow Agent in bad faith, in disregard of this Agreement or involving negligence or willful misconduct on the part of Escrow Agent. Escrow Agent has executed this Agreement in the place indicated on the signature page hereof in order to confirm that Escrow Agent has received and shall hold the Deposit in escrow, and shall disburse the Deposit pursuant to the provisions of this Article 9.

Disbursement of Deposit. The Deposit shall be held by Escrow Agent, in trust, and disposed of only in accordance with the following provisions: (a) If Escrow Agent shall invest receives a notice from a party hereunder instructing Escrow Agent to deliver the Refundable Deposit, the Non-Refundable Deposit or the Deposit in an interest-bearing account reasonably satisfactory its entirety to Purchaser and Sellersuch party, and shall promptly provide Purchaser and Seller with confirmation of the investments made. (b) If the Closing occurs, Escrow Agent shall apply the Deposit on the Closing Date to the Purchase Price payable by Purchaser in accordance with Section 1.2(c). If for any reason the Closing does not occuras applicable, Escrow Agent shall deliver the Deposit to Seller (in accordance with their respective percentage interests in the Property) or the Operation Partnership only upon receipt of a written demand therefor from such party, subject to the following provisions of this clause (b). Subject to the last sentence of this clause (b), if for any reason the Closing does not occur and either party makes a written demand (the “Demand”) upon Escrow Agent for payment copy of the Deposit, Escrow Agent shall give written notice to the other party of the Demand within five three (53) Business Days days after receipt of the Demandnotice. If Escrow Agent does not receive a written objection from the other party does not object to the proposed payment delivery of the Refundable Deposit, the Non-Refundable Deposit or the Deposit in its entirety as aforesaid within five three (53) Business Days business days after receipt of the Escrow Agent’s giving to such other party such copy of the notice, Escrow Agent shall, and is hereby authorized to, deliver the Refundable Deposit, the Non-Refundable Deposit or the Deposit in its entirety, as applicable, to make the payment set party requesting it pursuant to the notice. Any objection hereunder shall be by written notice setting forth in the Demand. If nature and grounds for the objection and shall be sent to Escrow Agent does receive such written objection within such periodand to the party requesting the Refundable Deposit, Escrow Agent shall continue the Non-Refundable Deposit or the Deposit in its entirety, as applicable. Notwithstanding anything herein to hold such amount until otherwise directed the contrary, upon a termination of this Agreement by written instructions signed by Seller and Purchaser pursuant to Section 5.3 (for any reason other than a Material Title Defect or a final judgment of a court. Material Environmental Issue), (ci) The parties acknowledge that Escrow Agent is acting solely as an escrow holder at the request and Purchaser’s consent shall not be required for the convenience of, Purchaser and Seller. Escrow Agent shall not, however, be deemed to be the agent of either delivery of the partiesNon-Refundable Deposit to Seller, if applicable, and (ii) subject to Seller’s prior receipt of the Rule 3-14 Reimbursements (as defined in Section 16.22), if applicable, Seller’s consent shall not be required for the return of the Refundable Deposit to Purchaser, if applicable, and Escrow Agent shall not be liable is authorized to either of promptly pay the parties for any action or omission on its part taken or made in good faithNon-Refundable Deposit to Seller and, and not in disregard of this Agreement, but shall be liable only for its negligent acts or willful misconduct, and for any liabilities (including reasonable attorneys’ fees, expenses and disbursements) incurred by Seller or Purchaser resulting from Escrow Agent’s mistake of law respecting Escrow Agent scope or nature of its duties. Seller and Purchaser shall jointly and severally indemnify and hold Escrow Agent harmless from and against all liabilities (including reasonable attorneys’ fees, expenses and disbursements) incurred in connection with the performance of Escrow Agent’s duties hereunder, except subject as aforesaid with respect to actions or omissions taken or made by Escrow Agent in bad faith, in disregard Seller’s receipt of this Agreement or involving negligence or willful misconduct on payment of the part of Escrow Agent. Escrow Agent has executed this Agreement Rule 3-14 Reimbursements (if applicable) the Refundable Deposit to Purchaser in the place indicated on the signature page hereof in order to confirm that Escrow Agent has received and shall hold the Deposit in escrow, and shall disburse the Deposit pursuant to the provisions event of this Article 9such termination without requiring anything further hereunder.

Disbursement of Deposit. The Escrow Agent shall hold and disburse the Deposit upon the following terms and conditions: 3.1 Escrow Agent shall be held disburse the Deposit and all interest earned thereon to Sellers upon receipt of a Notice (as hereinafter defined) signed by Sellers and Buyer and stating that the Closing has been consummated. 3.2 Escrow AgentAgent shall disburse the Deposit and all interest earned thereon to Buyer promptly upon receipt of a Notice demanding disbursement thereof signed by Buyer and stating that either Sellers has defaulted in the performance of its obligations under the Agreement or that Buyer is otherwise entitled to the return of the Deposit and interest thereon pursuant to the provisions of the Agreement; provided, in trusthowever, and disposed that Escrow Agent shall not comply with such demand until at least five (5) business days after the date on which Escrow Agent shall have given a copy of only such Notice to Sellers, nor thereafter following such five (5) business day period if Escrow Agent shall have received a Notice of objection from Sellers given within such five (5) business day period in accordance with the following provisions:provisions of Section 3.4 hereof. (a) 3.3 Escrow Agent shall invest disburse the Deposit and all interest earned thereon to Sellers promptly upon receipt of a Notice demanding disbursement thereof signed by Sellers and stating that Buyer has defaulted in an interest-bearing account reasonably satisfactory the performance of its obligations under the Agreement or that Sellers are otherwise entitled to Purchaser and Seller, and shall promptly provide Purchaser and Seller with confirmation the payment of the investments madeDeposit and interest thereon pursuant to the provisions of the Agreement; provided, however, that Escrow Agent shall not comply with such demand until at least five (5) business days after the date on which Escrow Agent shall have given a copy of such Notice to Buyer, nor thereafter following such five (5) business day period if Escrow Agent shall have received a Notice of objection from Buyer given within such five (5) business day period in accordance with the provisions of Section 3.4 hereof. (b) If 3.4 Upon receipt of a Notice demanding disbursement of the Closing occursDeposit and interest thereon made by Buyer or Sellers pursuant to Section 3.2 or 3.3 hereof, Escrow Agent shall apply the Deposit on the Closing Date to the Purchase Price payable by Purchaser in accordance with Section 1.2(c). If for any reason the Closing does not occur, Escrow Agent shall deliver the Deposit to Seller (in accordance with their respective percentage interests in the Property) or the Operation Partnership only upon receipt of promptly give a written demand therefor from such party, subject to the following provisions of this clause (b). Subject to the last sentence of this clause (b), if for any reason the Closing does not occur and either party makes a written demand (the “Demand”) upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice copy thereof to the other party. The other party shall have the right to object to the disbursement of the Demand Deposit and interest thereon by giving Notice of objection to Escrow Agent within five (5) Business Days business days after the date on which Escrow Agent gives such copy of the Notice to the other party, but not thereafter. Upon receipt of the Demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within five (5) Business Days after the Escrow Agent’s giving to such other party such notice, Escrow Agent is hereby authorized to make the payment set forth in the Demand. If Escrow Agent does receive such written objection within such periodNotice of objection, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions signed by Seller and Purchaser or promptly give a final judgment of a court. (c) The parties acknowledge that Escrow Agent is acting solely as an escrow holder at the request and for the convenience of, Purchaser and Seller. Escrow Agent shall not, however, be deemed to be the agent of either of the parties, and Escrow Agent shall not be liable to either of the parties for any action or omission on its part taken or made in good faith, and not in disregard of this Agreement, but shall be liable only for its negligent acts or willful misconduct, and for any liabilities (including reasonable attorneys’ fees, expenses and disbursements) incurred by Seller or Purchaser resulting from Escrow Agent’s mistake of law respecting Escrow Agent scope or nature of its duties. Seller and Purchaser shall jointly and severally indemnify and hold Escrow Agent harmless from and against all liabilities (including reasonable attorneys’ fees, expenses and disbursements) incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or made by Escrow Agent in bad faith, in disregard of this Agreement or involving negligence or willful misconduct on the part of Escrow Agent. Escrow Agent has executed this Agreement in the place indicated on the signature page hereof in order to confirm that Escrow Agent has received and shall hold the Deposit in escrow, and shall disburse the Deposit pursuant copy thereof to the provisions of this Article 9party who made the written demand.

Disbursement of Deposit. The Deposit a. In the event that any Purchaser Indemnitee is entitled to indemnification under the terms of Article XI of the Merger Agreement, such Purchaser Indemnitee (an “Indemnified Party”) shall be held by Escrow Agent, in trust, and disposed of only in accordance with give the following provisions: (a) Escrow Agent shall invest and the Deposit in an interest-bearing account reasonably satisfactory to Purchaser and Seller, and shall promptly provide Purchaser and Seller with confirmation Stockholders’ Representative prompt notice of such claim (a “Claim”) against the investments made. (b) If the Closing occurs, Escrow Agent shall apply the Deposit on the Closing Date to the Purchase Price payable by Purchaser Shares in accordance with Section 1.2(c)16 of this Agreement. If for any reason Such notice shall describe, in reasonable detail, the Closing does not occurLoss that has been or may be suffered by the Indemnified Party. Unless the Escrow Agent receives a timely Objection Notice (as defined below) from the Stockholders’ Representative pursuant to Section 6, the Escrow Agent shall deliver disburse the Deposit amount of Escrow Shares specified in the Claim notice as directed therein. b. In the event that the Escrow Agent receives an instruction letter signed by the Purchaser and the Stockholders’ Representative, the Escrow Agent shall promptly distribute all or any portion of the Escrow Shares as directed by such instruction letter. c. In the event that any portion of the Escrow Shares (not including any amounts subject to Seller (an Objection Notice pursuant to Section 6 of this Agreement, which amounts will remain in escrow pursuant to this Agreement until disbursed in accordance with their respective percentage interests Section 6) remains in escrow with the PropertyEscrow Agent on the date that is eighteen (18) or the Operation Partnership only upon receipt of a written demand therefor from such party, subject to the following provisions of this clause (b). Subject to the last sentence of this clause (b), if for any reason months after the Closing does not occur and either party makes a written demand (the “DemandTermination Date”) upon ), the Escrow Agent for payment of the Depositshall, Escrow Agent shall give written notice to the other party of the Demand within five (5) Business Days after following the receipt of the Demand. If Escrow Agent does not receive a written objection an instruction letter from the other party Stockholders’ Representative at any time after the Termination Date (the “Release Date”), release the remaining Escrow Shares to the proposed payment within five (5) Business Days after Stockholders’ Representative for distribution to the Escrow Agent’s giving to such other party such notice, Escrow Agent is hereby authorized to make the payment set forth Stockholders in the Demand. If Escrow Agent does receive such written objection within such period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions signed by Seller and Purchaser or a final judgment of a court. (c) The parties acknowledge that Escrow Agent is acting solely as an escrow holder at the request and for the convenience of, Purchaser and Seller. Escrow Agent shall not, however, be deemed to be the agent of either of the parties, and Escrow Agent shall not be liable to either of the parties for any action or omission on its part taken or made in good faith, and not in disregard of this Agreement, but shall be liable only for its negligent acts or willful misconduct, and for any liabilities (including reasonable attorneys’ fees, expenses and disbursements) incurred by Seller or Purchaser resulting from Escrow Agent’s mistake of law respecting Escrow Agent scope or nature of its duties. Seller and Purchaser shall jointly and severally indemnify and hold Escrow Agent harmless from and against all liabilities (including reasonable attorneys’ fees, expenses and disbursements) incurred in connection accordance with the performance applicable percentage of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or made by Escrow Agent in bad faith, in disregard of this Agreement or involving negligence or willful misconduct on the part of Escrow Agent. Escrow Agent has executed this Agreement in the place Shares for each Stockholder indicated on the signature page hereof in order to confirm that Escrow Agent has received and shall hold the Deposit in escrow, and shall disburse the Deposit pursuant to the provisions of this Article 9.Exhibit A.

Disbursement of Deposit. The Deposit a. In the event that any Purchaser Indemnitee is entitled to indemnification from the Seller, Hengda or the Company under the terms of Article XI of the Purchase Agreement, one of nominees of the Parent to the Board of Directors of the Parent following the consummation of the transactions contemplated by the Purchase Agreement (a “Parent Board Nominee”) shall be held by provide a notice to Escrow AgentAgent of such claim (a “Claim”) against the Escrow Shares, stating in trust, reasonable detail a description of the facts upon which such Claim is based and disposed a reference to the provisions of only the Purchase Agreement in respect of which such Claim shall have occurred. Escrow Agent shall mail a copy of such Claim notice to the Seller in accordance with the following provisions: (a) provisions of Section 16 of this Agreement. Unless the Escrow Agent shall invest receives a timely Objection Notice (as defined below) from the Deposit in an interest-bearing account reasonably satisfactory Seller pursuant to Purchaser and Seller, and shall promptly provide Purchaser and Seller with confirmation of the investments made. (b) If the Closing occursSection 6, Escrow Agent shall apply disburse the Deposit on amount of Escrow Shares specified in the Closing Date notice of the Claim as directed in such notice of Claim. b. In the event that Escrow Agent receives an instruction letter signed by the Seller and a Parent Board Nominee, the Escrow Agent shall promptly distribute all or any portion of the Escrow Shares as directed by such instruction letter. c. In the event that any portion of the Escrow Shares (not including any amounts subject to the Purchase Price payable by Purchaser an Objection Notice pursuant to Section 6 of this Agreement, which amounts will remain in escrow pursuant to this Agreement until disbursed in accordance with Section 1.2(c). If 6) remains in escrow with the Escrow Agent on the date the Purchaser’s audited financial statements for any reason the Closing does not occurfiscal year ending December 31, 2010 are filed with the Securities and Exchange Commission pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended, on and after such date, the Escrow Agent shall deliver disburse the Deposit to Seller (remaining Escrow Shares in accordance with their respective percentage interests in the Property) or the Operation Partnership only upon receipt of a written demand therefor from such party, subject to the following provisions of this clause (b). Subject to the last sentence of this clause (b), if for any reason the Closing does not occur and either party makes a written demand (the “Demand”) upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice to the other party of the Demand within five (5) Business Days after receipt of the Demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within five (5) Business Days after the Escrow Agent’s giving to such other party such notice, Escrow Agent is hereby authorized to make the payment set forth in the Demand. If Escrow Agent does receive such written objection within such period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions signed by Seller and Purchaser or a final judgment of a court. (c) The parties acknowledge that Escrow Agent is acting solely as an escrow holder at the request and for the convenience of, Purchaser and Seller. Escrow Agent shall not, however, be deemed to be provided by the agent of either of the parties, and Escrow Agent shall not be liable to either of the parties for any action or omission on its part taken or made in good faith, and not in disregard of this Agreement, but shall be liable only for its negligent acts or willful misconduct, and for any liabilities (including reasonable attorneys’ fees, expenses and disbursements) incurred by Seller or Purchaser resulting from Escrow Agent’s mistake of law respecting Escrow Agent scope or nature of its duties. Seller and Purchaser shall jointly and severally indemnify and hold Escrow Agent harmless from and against all liabilities (including reasonable attorneys’ fees, expenses and disbursements) incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or made by Escrow Agent in bad faith, in disregard of this Agreement or involving negligence or willful misconduct on the part of Escrow Agent. Escrow Agent has executed this Agreement in the place indicated on the signature page hereof in order to confirm that Escrow Agent has received and shall hold the Deposit in escrow, and shall disburse the Deposit pursuant to the provisions of this Article 9Seller.

Disbursement of Deposit. The Deposit shall be held by Escrow Agent, in trust, and disposed of only in accordance with the following provisions: (a) Escrow Agent shall invest the Deposit in an interest-bearing account reasonably satisfactory to Purchaser the Operating Partnership and SellerContributors, and shall promptly provide Purchaser the Operating Partnership and Seller Contributors with confirmation of the investments made. (b) If the Closing occurs, Escrow Agent shall apply the Deposit on the Closing Date to the Purchase Price amount of Cash Consideration payable by Purchaser the Operating Partnership in accordance with Section 1.2(c)) and to the extent the amount of the Deposit exceeds the amount of Cash Consideration so payable, the Deposit (or such applicable portion thereof) shall be returned to the Operating Partnership. If for any reason the Closing does not occur, Escrow Agent shall deliver the Deposit to Seller Contributors (in accordance with their respective percentage interests in the Property) or the Operation Partnership only upon receipt of a written demand therefor from such party, subject to the following provisions of this clause (b). Subject to the last sentence of this clause (b), if for any reason the Closing does not occur and either party makes a written demand (the “"Demand”) upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice to the other party of the Demand within five one (51) Business Days Day after receipt of the Demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within five (5) Business Days after the Escrow Agent’s giving to such other party such notice, Escrow Agent is hereby authorized to make the payment set forth in the Demand. If Escrow Agent does receive such written objection within such period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions signed by Seller Contributors and Purchaser the Operating Partnership or a final judgment of a court... (c) The parties acknowledge that Escrow Agent is acting solely as an escrow holder at the request and for the convenience of, Purchaser the Operating Partnership and SellerContributors. Escrow Agent shall not, however, be deemed to be the agent of either of the parties, and Escrow Agent shall not be liable to either of the parties for any action or omission on its part taken or made in good faith, and not in disregard of this Agreement, but shall be liable only for its negligent acts or willful misconduct, and for any liabilities (including reasonable attorneys’ fees, expenses and disbursements) incurred by Seller Contributors or Purchaser the Operating Partnership resulting from Escrow Agent’s mistake of law respecting Escrow Agent scope or nature of its duties. Seller Contributors and Purchaser the Operating Partnership shall jointly and severally indemnify and hold Escrow Agent harmless from and against all liabilities (including reasonable attorneys’ fees, expenses and disbursements) incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or made by Escrow Agent in bad faith, in disregard of this Agreement or involving negligence or willful misconduct on the part of Escrow Agent. Escrow Agent has executed this Agreement in the place indicated on the signature page hereof in order to confirm that Escrow Agent has received and shall hold the Deposit in escrow, and shall disburse the Deposit pursuant to the provisions of this Article 9.

Disbursement of Deposit. The Deposit (a) In the event that Seller is entitled to release and delivery of Additional Share Consideration under the terms of Section 3.3 of the Purchase Agreement, Seller shall be held by give the Escrow AgentAgent and Buyer notice of such claim (a “Claim”) against the Escrow Shares, in trustwithin the twenty (20) day period following expiration of the Escrow Period, and disposed of only in accordance with Section 15 of this Agreement. Such notice shall describe, in reasonable detail, the following provisions: basis for the release of and calculation of the Additional Share Consideration to Seller. Unless the Escrow Agent receives a timely Objection Notice (aas defined below) from Buyer pursuant to Section 5, the Escrow Agent shall invest disburse to HF Group Holding Corp. the Deposit amount of Escrow Shares specified as Additional Share Consideration in an interest-bearing account reasonably satisfactory to Purchaser and Seller, and shall promptly provide Purchaser and Seller with confirmation of the investments madeClaim notice as directed therein. (b) If In the Closing occursevent that the Escrow Agent receives an instruction letter signed by Seller and Buyer, the Escrow Agent shall apply promptly distribute all or any portion of the Deposit on Escrow Shares as directed by such instruction letter. (c) In the Closing Date event that any Escrow Shares (not including Escrow Shares subject to the Purchase Price payable by Purchaser an Objection Notice pursuant to Section 5 of this Agreement, which will remain in escrow pursuant to this Agreement until disbursed in accordance with Section 1.2(c). If for any reason 5) remain in escrow with the Escrow Agent on the date that is fourteen (14) months after the Closing does not occur, Escrow Agent shall deliver the Deposit to Seller (in accordance with their respective percentage interests in the Property) or the Operation Partnership only upon receipt of a written demand therefor from such party, subject to the following provisions of this clause (b). Subject to the last sentence of this clause (b), if for any reason the Closing does not occur and either party makes a written demand (the “DemandTermination Date”) upon ), the Escrow Agent for payment of the Depositshall, Escrow Agent shall give written notice to the other party of the Demand within five (5) Business Days after following the receipt of the Demand. If Escrow Agent does not receive a written objection an instruction letter from the other party to the proposed payment within five (5) Business Days Buyer at any time after the Termination Date (the “Release Date”), return the Escrow Agent’s giving Shares to such other party such notice, Escrow Agent is hereby authorized to make the payment set forth in the Demand. If Escrow Agent does receive such written objection within such period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions signed by Seller and Purchaser or a final judgment of a courtBuyer. (c) The parties acknowledge that Escrow Agent is acting solely as an escrow holder at the request and for the convenience of, Purchaser and Seller. Escrow Agent shall not, however, be deemed to be the agent of either of the parties, and Escrow Agent shall not be liable to either of the parties for any action or omission on its part taken or made in good faith, and not in disregard of this Agreement, but shall be liable only for its negligent acts or willful misconduct, and for any liabilities (including reasonable attorneys’ fees, expenses and disbursements) incurred by Seller or Purchaser resulting from Escrow Agent’s mistake of law respecting Escrow Agent scope or nature of its duties. Seller and Purchaser shall jointly and severally indemnify and hold Escrow Agent harmless from and against all liabilities (including reasonable attorneys’ fees, expenses and disbursements) incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or made by Escrow Agent in bad faith, in disregard of this Agreement or involving negligence or willful misconduct on the part of Escrow Agent. Escrow Agent has executed this Agreement in the place indicated on the signature page hereof in order to confirm that Escrow Agent has received and shall hold the Deposit in escrow, and shall disburse the Deposit pursuant to the provisions of this Article 9.

Disbursement of Deposit. The Deposit a. In the event that any Purchaser Indemnitee is entitled to indemnification under the terms of Article XI of the Share Exchange Agreement, such Purchaser Indemnitee (an “Indemnified Party”) shall be held by Escrow Agent, in trust, and disposed of only in accordance with give the following provisions: (a) Escrow Agent shall invest and the Deposit in an interest-bearing account reasonably satisfactory to Purchaser and Seller, and shall promptly provide Purchaser and Seller with confirmation Shareholders prompt notice of such claim (a “Claim”) against the investments made. (b) If the Closing occurs, Escrow Agent shall apply the Deposit on the Closing Date to the Purchase Price payable by Purchaser Shares in accordance with Section 1.2(c)15 of this Agreement. If for any reason Such notice shall describe, in reasonable detail, the Closing does not occurLoss that has been or may be suffered by the Indemnified Party. Unless the Escrow Agent receives a timely Objection Notice (as defined below) from all of the Shareholders pursuant to Section 4, the Escrow Agent shall deliver disburse the Deposit amount of Escrow Shares specified in the Claim notice as directed therein. b. In the event that the Escrow Agent receives an instruction letter signed by the Purchaser and all of the Shareholders, the Escrow Agent shall promptly distribute all or any portion of the Escrow Shares as directed by such instruction letter. c. In the event that any portion of the Escrow Shares (not including any amounts subject to Seller (an Objection Notice pursuant to Section 5 of this Agreement, which amounts will remain in escrow pursuant to this Agreement until disbursed in accordance with their respective percentage interests Section 5) remains in escrow with the PropertyEscrow Agent on the date that is twelve (12) or the Operation Partnership only upon receipt of a written demand therefor from such party, subject to the following provisions of this clause (b). Subject to the last sentence of this clause (b), if for any reason months after the Closing does not occur and either party makes a written demand (the “DemandTermination Date”) upon ), the Escrow Agent for payment of the Depositshall, Escrow Agent shall give written notice to the other party of the Demand within five (5) Business Days after following the receipt of the Demand. If Escrow Agent does not receive a written objection an instruction letter from the other party Shareholders at any time after the Termination Date (the “Release Date”), release the remaining Escrow Shares to the proposed payment within five (5) Business Days after the Escrow Agent’s giving to such other party such notice, Escrow Agent is hereby authorized to make the payment set forth Shareholders in the Demand. If Escrow Agent does receive such written objection within such period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions signed by Seller and Purchaser or a final judgment of a court. (c) The parties acknowledge that Escrow Agent is acting solely as an escrow holder at the request and for the convenience of, Purchaser and Seller. Escrow Agent shall not, however, be deemed to be the agent of either of the parties, and Escrow Agent shall not be liable to either of the parties for any action or omission on its part taken or made in good faith, and not in disregard of this Agreement, but shall be liable only for its negligent acts or willful misconduct, and for any liabilities (including reasonable attorneys’ fees, expenses and disbursements) incurred by Seller or Purchaser resulting from Escrow Agent’s mistake of law respecting Escrow Agent scope or nature of its duties. Seller and Purchaser shall jointly and severally indemnify and hold Escrow Agent harmless from and against all liabilities (including reasonable attorneys’ fees, expenses and disbursements) incurred in connection accordance with the performance applicable percentage of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or made by Escrow Agent in bad faith, in disregard of this Agreement or involving negligence or willful misconduct on the part of Escrow Agent. Escrow Agent has executed this Agreement in the place Shares for each Shareholder indicated on the signature page hereof in order to confirm that Escrow Agent has received and shall hold the Deposit in escrow, and shall disburse the Deposit pursuant to the provisions of this Article 9.Exhibit A.

Disbursement of Deposit. The Escrow Agent shall hold and disburse the Deposit upon the following terms and conditions: 3.1 Escrow Agent shall be held disburse the Deposit and all interest earned thereon to Seller upon receipt of a Notice (as hereinafter defined) signed by Seller and Buyer and stating that the Closing has been consummated. 3.2 Escrow AgentAgent shall disburse the Deposit and all interest earned thereon to Buyer promptly upon receipt of a Notice demanding disbursement thereof signed by Buyer and stating that either Seller has defaulted in the performance of its obligations under the Agreement or that Buyer is otherwise entitled to the return of the Deposit and interest thereon pursuant to the provisions of the Agreement; provided, in trusthowever, and disposed that Escrow Agent shall not comply with such demand until at least five (5) business days after the date on which Escrow Agent shall have given a copy of only such Notice to Seller, nor thereafter following such five (5) business day period if Escrow Agent shall have received a Notice of objection from Seller given within such five (5) business day period in accordance with the following provisions:provisions of Section 3.4 hereof. (a) 3.3 Escrow Agent shall invest disburse the Deposit and all interest earned thereon to Seller promptly upon receipt of a Notice demanding disbursement thereof signed by Seller and stating that Buyer has defaulted in an interest-bearing account reasonably satisfactory the performance of its obligations under the Agreement or that Seller is otherwise entitled to Purchaser and Seller, and shall promptly provide Purchaser and Seller with confirmation the payment of the investments madeDeposit and interest thereon pursuant to the provisions of the Agreement; provided, however, that Escrow Agent shall not comply with such demand until at least five (5) business days after the date on which Escrow Agent shall have given a copy of such Notice to Buyer, nor thereafter following such five (5) business day period if Escrow Agent shall have received a Notice of objection from Buyer given within such five (5) business day period in accordance with the provisions of Section 3.4 hereof. (b) If 3.4 Upon receipt of a Notice demanding disbursement of the Closing occursDeposit and interest thereon made by Buyer or Seller pursuant to Section 3.2 or 3.3 hereof, Escrow Agent shall apply the Deposit on the Closing Date to the Purchase Price payable by Purchaser in accordance with Section 1.2(c). If for any reason the Closing does not occur, Escrow Agent shall deliver the Deposit to Seller (in accordance with their respective percentage interests in the Property) or the Operation Partnership only upon receipt of promptly give a written demand therefor from such party, subject to the following provisions of this clause (b). Subject to the last sentence of this clause (b), if for any reason the Closing does not occur and either party makes a written demand (the “Demand”) upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice copy thereof to the other party. The other party shall have the right to object to the disbursement of the Demand Deposit and interest thereon by giving Notice of objection to Escrow Agent within five (5) Business Days business days after the date on which Escrow Agent gives such copy of the Notice to the other party, but not thereafter. Upon receipt of the Demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within five (5) Business Days after the Escrow Agent’s giving to such other party such notice, Escrow Agent is hereby authorized to make the payment set forth in the Demand. If Escrow Agent does receive such written objection within such periodNotice of objection, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions signed by Seller and Purchaser or promptly give a final judgment of a court. (c) The parties acknowledge that Escrow Agent is acting solely as an escrow holder at the request and for the convenience of, Purchaser and Seller. Escrow Agent shall not, however, be deemed to be the agent of either of the parties, and Escrow Agent shall not be liable to either of the parties for any action or omission on its part taken or made in good faith, and not in disregard of this Agreement, but shall be liable only for its negligent acts or willful misconduct, and for any liabilities (including reasonable attorneys’ fees, expenses and disbursements) incurred by Seller or Purchaser resulting from Escrow Agent’s mistake of law respecting Escrow Agent scope or nature of its duties. Seller and Purchaser shall jointly and severally indemnify and hold Escrow Agent harmless from and against all liabilities (including reasonable attorneys’ fees, expenses and disbursements) incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or made by Escrow Agent in bad faith, in disregard of this Agreement or involving negligence or willful misconduct on the part of Escrow Agent. Escrow Agent has executed this Agreement in the place indicated on the signature page hereof in order to confirm that Escrow Agent has received and shall hold the Deposit in escrow, and shall disburse the Deposit pursuant copy thereof to the provisions of this Article 9party who made the written demand.

Disbursement of Deposit. The Deposit shall be held by Escrow Agent, in trust, and disposed of only in accordance with the following provisions: (a) Escrow Agent shall invest the Deposit in an interest-bearing account reasonably satisfactory to Purchaser and Seller, and shall promptly provide Purchaser and Seller with confirmation of the investments made. (b) If the Closing occurs, Escrow Agent shall apply the Deposit on the Closing Date to the Purchase Price payable by Purchaser in accordance with Section 1.2(c). If for any reason the Closing does not occur, Escrow Agent shall deliver the Deposit to Seller (in accordance with their respective percentage interests in the Property) or the Operation Partnership only upon receipt of a written demand therefor from such party, subject to the following provisions of this clause (b). Subject to the last sentence of this clause (b), if for any reason the Closing does not occur and either party makes a written demand (the “"Demand”") upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice to the other party of the Demand within five (5) Business Days after receipt of the Demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within five (5) Business Days after the Escrow Agent’s 's giving to such other party such notice, Escrow Agent is hereby authorized to make the payment set forth in the Demand. If Escrow Agent does receive such written objection within such period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions signed by Seller and Purchaser or a final judgment of a court. (c) The parties acknowledge that Escrow Agent is acting solely as an escrow holder at the request and for the convenience of, Purchaser and Seller. Escrow Agent shall not, however, be deemed to be the agent of either of the parties, and Escrow Agent shall not be liable to either of the parties for any action or omission on its part taken or made in good faith, and not in disregard of this Agreement, but shall be liable only for its negligent acts or willful misconduct, and for any liabilities (including reasonable attorneys’ ' fees, expenses and disbursements) incurred by Seller or Purchaser resulting from Escrow Agent’s 's mistake of law respecting Escrow Agent scope or nature of its duties. Seller and Purchaser shall jointly and severally indemnify and hold Escrow Agent harmless from and against all liabilities (including reasonable attorneys’ ' fees, expenses and disbursements) incurred in connection with the performance of Escrow Agent’s 's duties hereunder, except with respect to actions or omissions taken or made by Escrow Agent in bad faith, in disregard of this Agreement or involving negligence or willful misconduct on the part of Escrow Agent. Escrow Agent has executed this Agreement in the place indicated on the signature page hereof in order to confirm that Escrow Agent has received and shall hold the Deposit in escrow, and shall disburse the Deposit pursuant to the provisions of this Article 9.

Disbursement of Deposit. The Deposit shall be held by Escrow Agent, in trust, and disposed of only in accordance with the following provisions: (a) Escrow Agent shall invest the Deposit in an interest-bearing account reasonably satisfactory Subject to Purchaser and Seller, and shall promptly provide Purchaser and Seller with confirmation of the investments made. (b) If the Closing occurs, Escrow Agent shall apply the Deposit on the Closing Date to the Purchase Price payable by Purchaser in accordance with Section 1.2(c). If for any reason the Closing does not occur, Escrow Agent shall deliver the Deposit to Seller (in accordance with their respective percentage interests in the Property) or the Operation Partnership only upon receipt of a written demand therefor from such party, subject to the following provisions 3 of this clause (b). Subject to Escrow Agreement, the last sentence of this clause (b), if for any reason the Closing does not occur and either party makes a written demand (the “Demand”) upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice to the other party of the Demand within five (5) Business Days after receipt of the Demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within five (5) Business Days after the Escrow Agent’s giving to such other party such notice, Escrow Agent is hereby authorized to make disbursements of the payment set forth Deposit only as follows: (i) on or prior to December 31, 2012, the Company may obtain a release of all of the Deposit and any other amounts in the Demand. If Escrow Agent does receive Account (i) to make a contribution to Xxxxxxxx and/or Merger Sub to enable it or them concurrently to consummate the Merger in all material respects in accordance with the terms of the Merger Agreement, including as such written objection within such periodmay be amended or conditions to closing waived, Escrow Agent provided that no amendment or waiver shall continue be materially adverse to hold such amount until otherwise directed by written instructions signed by Seller and Purchaser or a final judgment the Holders without the consent of the Holders of a court.majority in principal amount of the Stage I Notes outstanding having been obtained by the Company and (ii) to use any remaining funds following the consummation of the Merger for any other purpose permitted under the Stage I Indenture, (cii) The parties acknowledge that Escrow Agent is acting solely as an escrow holder at the request and for the convenience of, Purchaser and Seller. Escrow Agent shall not, however, be deemed to be the agent of either of the parties, and Escrow Agent shall not be liable to either of the parties for any action or omission on its part taken or made in good faith, and not in disregard of this Agreement, but shall be liable only for its negligent acts or willful misconduct, and for any liabilities (including reasonable attorneys’ fees, expenses and disbursements) incurred by Seller or Purchaser resulting from Escrow Agent’s mistake of law respecting Escrow Agent scope or nature of its duties. Seller and Purchaser shall jointly and severally indemnify and hold Escrow Agent harmless from and against all liabilities (including reasonable attorneys’ fees, expenses and disbursements) incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or made by Escrow Agent in bad faith, in disregard of this Agreement or involving negligence or willful misconduct on the part date that any scheduled payment of Escrow Agent. Escrow Agent has executed this Agreement in the place indicated interest may be due on the signature page hereof in order to confirm that Escrow Agent has received and shall hold Stage I Notes, the Company may obtain a release of the Deposit in escrowthe maximum amount necessary to concurrently make such interest payment in full, and (iii) if the Merger shall not have occurred on or prior to December 31, 2012 (or the Merger shall have been terminated or abandoned prior to such date), the Company shall, no later than the third (3rd) Business Day following December 31, 2012 (or such earlier date on which the Merger shall have been terminated or abandoned), obtain a release of all of the Deposit and any other amounts in the Escrow Account, which such amounts shall be applied by the Company first, to the redemption of all of the Stage I Notes then outstanding at a redemption price (calculated by the Company) equal to 100.250% of the aggregate principal amount thereof, together with accrued but unpaid interest (including, for the avoidance of doubt, pre-issuance interest) thereon from October 15, 2012, to the date of such redemption (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), and shall disburse second, any amounts remaining after such redemption of the Deposit Stage I Notes may be used by the Company for any legally permitted purpose, in each case, upon delivery to the Escrow Agent and the Stage I Trustee: (1) by the Company of an Officers’ Certificate (as defined below) certifying that all such conditions in respect of the applicable disbursement have been satisfied and specifying the amount and the wire transfer or other delivery instructions and the date and time of such disbursement in accordance with Section 5(b); and, (2) solely in the case of a disbursement pursuant to Section 5(a)(i) hereof, by Xxxxxxxx of an Officers’ Certificate to the provisions effect that: (x) the funds held in the Escrow Account will be used upon release to concurrently consummate the Merger in all material respects in accordance with the terms of this Article 9.the Merger Agreement as it may be amended or waived, provided that, if the Merger Agreement has been amended or conditions therein waived, such Officers’ Certificate shall further certify that either (1) no such amendment or waiver is materially adverse to the Holders or (2) if any such amendment or waiver is materially adverse to the Holders, that the consent of the Holders of a majority in principal amount of the Stage I Notes outstanding to such amendment or waiver has been obtained; and (1) immediately following consummation of the Merger, it will have committed undrawn revolving credit borrowing capacity that, together with unrestricted cash or Cash Equivalents on hand, is not less than $100.0 million and (2) no Default or Event of Default (as defined under the Indenture, dated as of April 10, 2012, as amended by the First Supplemental Indenture thereto, dated as of April 10, 2012, and the Second Supplemental Indenture thereto, dated as of September 19, 2012 (as so amended, the “Existing Xxxxxxxx Indenture”), among Xxxxxxxx, the guarantors party thereto and The Bank of New York Trust Company, N.A., as trustee), would occur as a result of the consummation of the Merger or Merger-related financing,

Disbursement of Deposit. 2.4.1 The Deposit shall be held in escrow by Escrow Agent, in trust, and disposed of only Agent in accordance with the following provisionsprovisions of this Section 2 and the laws of New York. Except as otherwise expressly provided herein, the parties and Escrow Agent agree that the Deposit shall be disbursed as follows: (a) Escrow Agent shall invest the Deposit in an interest-bearing account reasonably satisfactory to Purchaser and Seller, and shall promptly provide Purchaser and Seller with confirmation of the investments made. (b) 2.4.1.1 If the Closing occurs, Escrow Agent shall apply the Deposit on the shall be delivered to Colonial REIT at Closing Date to and credited against the Purchase Price payable by Purchaser in accordance with Section 1.2(c). If for any reason the Closing does not occur, Escrow Agent shall deliver (unless the Deposit to Seller (in accordance with their respective percentage interests is in the Property) or the Operation Partnership only upon receipt form of a written demand therefor from such partyLetter of Credit). 2.4.1.2 If Closing is not held by reason of Buyer’s default, subject the Deposit shall be delivered to the following provisions of this clause (b). Subject to the last sentence of this clause (b), if for any reason the Closing does not occur and either party makes a written demand (the “Demand”) upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice to the other party of the Demand Colonial REIT within five (5) Business Days after receipt business days of the Demand. If Colonial REIT’s delivery to Escrow Agent does not receive of a written objection notice (a copy of which shall be delivered contemporaneously to Buyer) from the other party Colonial REIT that Colonial REIT is entitled to the proposed payment Deposit pursuant to the terms of this Agreement, unless Buyer disputes Colonial REIT’s notice by written notice to Escrow Agent and Colonial REIT within five (5) Business Days business days after the Escrow Agentgiving of Colonial REIT’s giving to notice. In such other party such notice, event Escrow Agent shall not deliver the Deposit to Colonial REIT unless instructed to do so by Colonial REIT and the Buyer, or ordered to do so by a court of competent jurisdiction. In the event that it is hereby authorized subsequently determined that the Deposit should have been paid over to make Colonial REIT, the payment Buyer shall be responsible for paying Colonial REIT’s reasonable costs and expenses in obtaining the Deposit, including, but not limited to, court costs and attorneys’ fees. In the event that it is subsequently determined that the Deposit should not have been paid over to Colonial REIT, Colonial REIT shall be responsible for paying Colonial REIT’s reasonable costs and expenses in retaining the Deposit, including, but not limited to, court costs and attorneys’ fees. The failure of Buyer to dispute Colonial REIT’s notice by delivery of Buyer’s notice as aforesaid within the required period shall constitute Buyer’s consent to the delivery of the Deposit to Colonial REIT. 2.4.1.3 If Closing is otherwise not held for any failure of a condition to Closing set forth in herein, other than a default of Buyer, the Demand. If Deposit shall be returned to Buyer within five (5) business days of Buyer’s delivery to Escrow Agent does receive of a written notice (a copy of which shall be delivered contemporaneously to Colonial REIT) from Buyer that Buyer is entitled to the Deposit pursuant to the terms of this Agreement, unless Colonial REIT disputes Buyer’s notice by written notice to Escrow Agent and Buyer within five (5) business days after giving of Buyer’s notice. In such written objection within such periodevent, Escrow Agent shall continue not deliver the Deposit to hold such amount until otherwise directed Buyer unless instructed to do so by written instructions signed the Buyer and Colonial REIT, or ordered to do so by Seller a court of competent jurisdiction. In the event that it is subsequently determined that the Deposit should have been paid over to Buyer, Colonial REIT shall be responsible for paying Buyer’s reasonable costs and Purchaser or a final judgment of a court. (c) The parties acknowledge that Escrow Agent is acting solely as an escrow holder at expenses in retaining the request and for the convenience ofDeposit, Purchaser and Seller. Escrow Agent shall not, however, be deemed to be the agent of either of the parties, and Escrow Agent shall not be liable to either of the parties for any action or omission on its part taken or made in good faith, and not in disregard of this Agreementincluding, but shall be liable only for its negligent acts or willful misconductnot limited to, court costs and for any liabilities (including reasonable attorneys’ fees. In the event that it is subsequently determined that the Deposit should not have been paid over to Buyer, Buyer shall be responsible for paying Colonial REIT’s reasonable costs and expenses in obtaining the Deposit, including, but not limited to, court costs and disbursements) incurred by Seller or Purchaser resulting from Escrow Agent’s mistake of law respecting Escrow Agent scope or nature of its duties. Seller and Purchaser shall jointly and severally indemnify and hold Escrow Agent harmless from and against all liabilities (including reasonable attorneys’ fees, expenses and disbursements) incurred in connection with . The failure of Colonial REIT to dispute Buyer’s notice by delivery of Colonial REIT’s notice as aforesaid within the performance required period shall constitute Colonial REIT’s consent to the release of Escrow Agent’s duties hereunder, except with respect the Deposit to actions or omissions taken or made by Buyer. 2.4.2 The Escrow Agent in bad faith, in disregard acknowledges receipt of this Agreement or involving negligence or willful misconduct on the part of Escrow Agent. Escrow Agent has executed this Agreement in the place indicated on the signature page hereof in order to confirm that Escrow Agent has received Deposit and shall hold the Deposit in escrow, and one or more segregated money market type interest bearing accounts with one or more banking or savings institutions. Accrued interest shall disburse be considered part of the Deposit pursuant to the provisions of “Deposit” for all purposes under this Article 9Agreement.