Common use of Disbursement of Down Payment Clause in Contracts

Disbursement of Down Payment. Escrow Agent shall hold the Down Payment in escrow and release the same as follows: (a) If at any time prior to expiration of the Due Diligence Period, Escrow Agent shall receive written notice from Transferee stating that (i) Transferee is terminating this Agreement, and (ii) Transferee is simultaneously giving Transferor a copy of such notice, Escrow Agent shall promptly disburse the Down Payment to Transferee without the need for further instructions from or approvals by any other party to this Agreement. If at any time on or prior to the date that is eight (8) Business Days after the date of this Agreement, Escrow Agent shall receive written notice from Transferor stating that (i) Transferor is terminating this Agreement due to the failure to receive the Transferor Board Consent and (ii) Transferor is simultaneously giving Transferee a copy of such notice, Escrow Agent shall promptly disburse the Down Payment to Transferee without the need for further instructions from or approvals by any other party to this Agreement. (b) If at any time after the expiration of the Due Diligence Period, but prior to Closing, Escrow Agent shall receive written notice from Transferee stating that (i) Transferee is terminating this Agreement for a reason other than a Transferor default or another reason which would permit Transferee to receive the Down Payment, and (ii) Transferee is simultaneously giving Transferor a copy of such notice, Escrow Agent shall promptly disburse the Down Payment to Transferor, without the need for further instructions from or approvals by any other party to this Agreement. (c) Except as provided in Section 13.02(e), if Escrow Agent shall receive written notice from Transferee (“Transferor Default Notice”) stating that (i) Transferor has failed to complete Closing in accordance with the terms of this Agreement, or has defaulted in any other manner under this Agreement, (ii) Transferor has not cured such failure or default in accordance with Section 12.02, and (iii) Transferee is demanding the return of the Down Payment, then Escrow Agent shall immediately and simultaneously deliver a copy of the Transferor Default Notice to Transferor. If on or before the date which is five (5) Business Days following Transferor’s receipt of the Transferor Default Notice, Transferor shall object in writing (“Transferor’s Objection Notice”) to the return of the Down Payment to Transferee, then Escrow Agent shall not return the Down Payment to Transferee. If Transferor shall not deliver a Transferor’s Objection Notice to Escrow Agent on or before the date which is five (5) Business Days following Transferor’s receipt of the Transferor Default Notice, then Escrow Agent shall promptly return the Down Payment to Transferee without the need for further instructions from or approvals by any other party to this Agreement. (d) Except as provided in Section 13.02(e), if Escrow Agent shall receive written notice from Transferor (“Transferee Default Notice”) stating that (i) Transferee has failed to complete Closing in accordance with the terms of this Agreement, or has defaulted in any other manner under this Agreement, (ii) Transferee has not cured such failure or default in accordance with Section 12.03, and (iii) Transferor is demanding the return of the Down Payment, then Escrow Agent shall immediately and simultaneously deliver a copy of the Transferee Default Notice to Transferor. If on or before the date which is five (5) Business Days following Transferee’s receipt of the Transferee Default Notice, Transferee shall object in writing (“Transferee’s Objection Notice”) to the return of the Down Payment to Transferor, then Escrow Agent shall not return the Down Payment to Transferor. If Transferee shall not deliver a Transferee’s Objection Notice to Escrow Agent on or before the date which is five (5) Business Days following Transferee’s receipt of the Transferee Default Notice, then Escrow Agent shall promptly return the Down Payment to Transferor without the need for further instructions from or approvals by any other party to this Agreement. (e) Subject to Section 15.05 below, if Escrow Agent shall receive written notice from Transferee (“Failure of Condition Notice”) stating that Transferee is demanding the return of the Down Payment because either (i) Transferee has failed to complete Closing in accordance with the terms of this Agreement solely due to a failure of the conditions set forth in Section 10.01(d), (e) or (f) or (ii) Transferor has failed to complete Closing in accordance with the terms of this Agreement solely due to a failure of the conditions set forth in Section 10.03(d) or (e) and confirming that Transferor is not in breach of its obligations under Section 9.04, then Escrow Agent shall immediately deliver a copy of the Failure of Condition Notice to Transferor. If on or before the date which is five (5) Business Days following Transferor’s receipt of the Failure of Transferee Condition Notice, Transferor shall object in writing to the return of the Down Payment to Transferee because (x) Transferor objects to Transferee’s statement in the Failure of Condition Notice regarding failure of any conditions specified in subsections (i) or (ii) above or (y) Transferor is demanding payment of any Transferor Reimbursable Transaction Costs from the Down Payment (“Transferor’s Failure of Condition Objection Notice”), then Escrow Agent shall not return the Down Payment to Transferee. If Transferor shall not deliver a Transferor’s Failure of Condition Notice to Escrow Agent on or before the date which is five (5) Business Days following Transferor’s receipt of the Failure of Condition Notice, then Escrow Agent shall promptly return the Down Payment to Transferee, without the need for further instructions from or approvals by any other party to this Agreement. If Transferor’s Failure of Condition Notice specifies that Transferor is demanding payment of any Transferor Reimbursable Transaction Costs from the Down Payment, then Escrow Agent shall immediately and simultaneously deliver a copy of the Transferor Failure of Condition Objection Notice to Transferee and on or before the date which is five (5) Business Days following Transferee’s receipt of the Transferor’s Failure of Condition Objection Notice, Escrow Agent shall receive written notice from Transferee stating that Transferee is objecting to the amount of Transferor Reimbursable Transaction Costs which Transferor is demanding be paid to Transferor (the “Transferee Notice of Objection to Transferor Reimbursable Transaction Costs”), then Escrow Agent shall not disburse any portion of the Down Payment to Transferor or Transferee. If Transferee shall not deliver a Transferee’s Notice of Objection to Transferor Reimbursable Transaction Costs on or before the date which is five (5) Business Days following Transferee’s receipt of the Transferor’s Failure of Condition Objection Notice, then Escrow Agent shall promptly disburse to Transferor from the Down Payment, an amount equal to the Transferor Reimbursable Transaction Costs demanded in the Transferor’s Failure of Condition Objection Notice and return to Transferee any remaining portion of the Down Payment, without the need for further instructions from or approvals by any other party to this Agreement. (f) Unless the Down Payment shall have been previously released by Escrow Agent pursuant to this Section 13.02, at Closing, Escrow Agent shall deliver the Down Payment to Newco as part of the Transferee Contribution.

Disbursement of Down Payment. Escrow Agent shall hold the Down Payment in escrow and release the same as follows: (a) If at any time prior to expiration of the Pool One Due Diligence Period, Escrow Agent shall receive written notice from Transferee stating that (i) Transferee is terminating this Agreement, and (ii) Transferee is simultaneously giving Transferor a copy of such notice, Escrow Agent shall promptly disburse 3/5 of the Down Payment to Transferee without the need for further instructions from or approvals by any other party to this Agreement. If at any time on or prior to the date that is eight (8) Business Days after the date of this Agreement, Escrow Agent shall receive written notice from Transferor stating that (i) Transferor is terminating this Agreement due to the failure to receive the Transferor Board Consent with respect to the Pool One Properties and (ii) Transferor is simultaneously giving Transferee a copy of such notice, Escrow Agent shall promptly disburse 3/5 of the Down Payment to Transferee without the need for further instructions from or approvals by any other party to this Agreement. If at any time prior to expiration of the Pool Two Due Diligence Period, Escrow Agent shall receive written notice from Transferee stating that (i) Transferee is terminating this Agreement, and (ii) Transferee is simultaneously giving Transferor a copy of such notice, Escrow Agent shall promptly disburse 2/5 of the Down Payment to Transferee without the need for further instructions from or approvals by any other party to this Agreement. (b) If at any time after the expiration of the Pool One Due Diligence Period, but prior to Closing, Escrow Agent shall receive written notice from Transferee stating that (i) Transferee is terminating this Agreement for a reason other than a Transferor default or another reason which would permit Transferee to receive the Down Payment, and (ii) Transferee is simultaneously giving Transferor a copy of such notice, Escrow Agent shall promptly disburse 3/5 of the Down Payment to Transferor, without the need for further instructions from or approvals by any other party to this Agreement. (c) Except as provided in Section 13.02(e), if Escrow Agent shall receive written notice from Transferee (“Transferor Default Notice”) stating that (i) Transferor has failed to complete Closing in accordance with the terms of this Agreement, or has defaulted in any other manner under this Agreement, (ii) Transferor has not cured such failure or default in accordance with Section 12.02, and (iii) Transferee is demanding the return of the Down Payment, then Escrow Agent shall immediately and simultaneously deliver a copy of the Transferor Default Notice to Transferor. If on or before the date which is five (5) Business Days following Transferor’s receipt of the Transferor Default Notice, Transferor shall object in writing (“Transferor’s Objection Notice”) to the return of the Down Payment to Transferee, then Escrow Agent shall not return the Down Payment to Transferee. If Transferor shall not deliver a Transferor’s Objection Notice to Escrow Agent on or before the date which is five (5) Business Days following Transferor’s receipt of the Transferor Default Notice, then Escrow Agent shall promptly return the Down Payment to Transferee without the need for further instructions from or approvals by any other party to this Agreement. (d) Except as provided in Section 13.02(e), if Escrow Agent shall receive written notice from Transferor (“Transferee Default Notice”) stating that (i) Transferee has failed to complete Closing in accordance with the terms of this Agreement, or has defaulted in any other manner under this Agreement, (ii) Transferee has not cured such failure or default in accordance with Section 12.03, and (iii) Transferor is demanding the return of the Down Payment, then Escrow Agent shall immediately and simultaneously deliver a copy of the Transferee Default Notice to TransferorTransferee. If on or before the date which is five (5) Business Days following Transferee’s receipt of the Transferee Default Notice, Transferee shall object in writing (“Transferee’s Objection Notice”) to the return of the Down Payment to Transferor, then Escrow Agent shall not return the Down Payment to Transferor. If Transferee shall not deliver a Transferee’s Objection Notice to Escrow Agent on or before the date which is five (5) Business Days following Transferee’s receipt of the Transferee Default Notice, then Escrow Agent shall promptly return the Down Payment to Transferor without the need for further instructions from or approvals by any other party to this Agreement. (e) Subject to Section 15.05 below, if Escrow Agent shall receive written notice from Transferee (“Failure of Condition Notice”) stating that Transferee is demanding the return of the Down Payment because either (i) Transferee has failed to complete Closing in accordance with the terms of this Agreement solely due to a failure of the conditions set forth in Section 10.01(d), (e) or (fe) or (ii) Transferor has failed to complete Closing in accordance with the terms of this Agreement solely due to a failure of the conditions set forth in Section 10.03(d10.02(d) or (e) and confirming that Transferor is not in breach of its obligations under Section 9.04, then Escrow Agent shall immediately deliver a copy of the Failure of Condition Notice to Transferor. If on or before the date which is five (5) Business Days following Transferor’s receipt of the Failure of Transferee Condition Notice, Transferor shall object in writing to the return of the Down Payment to Transferee because (x) Transferor objects to Transferee’s statement in the Failure of Condition Notice regarding failure of any conditions specified in subsections (i) or (ii) above or (y) Transferor is demanding payment of any Transferor Reimbursable Transaction Costs from the Down Payment (“Transferor’s Failure of Condition Objection Notice”), then Escrow Agent shall not return the Down Payment to Transferee. If Transferor shall not deliver a Transferor’s Failure of Condition Notice to Escrow Agent on or before the date which is five (5) Business Days following Transferor’s receipt of the Failure of Condition Notice, then Escrow Agent shall promptly return the Down Payment to Transferee, without the need for further instructions from or approvals by any other party to this Agreement. If Transferor’s Failure of Condition Objection Notice specifies that Transferor is demanding payment of any Transferor Reimbursable Transaction Costs from the Down Payment, then Escrow Agent shall immediately and simultaneously deliver a copy of the Transferor Failure of Condition Objection Notice to Transferee and on or before the date which is five (5) Business Days following Transferee’s receipt of the Transferor’s Failure of Condition Objection Notice, Escrow Agent shall receive written notice from Transferee stating that Transferee is objecting to the amount of Transferor Reimbursable Transaction Costs which Transferor is demanding be paid to Transferor (the “Transferee Notice of Objection to Transferor Reimbursable Transaction Costs”), then Escrow Agent shall not disburse any portion of the Down Payment to Transferor or Transferee. If Transferee shall not deliver a Transferee’s Notice of Objection to Transferor Reimbursable Transaction Costs on or before the date which is five (5) Business Days following Transferee’s receipt of the Transferor’s Failure of Condition Objection Notice, then Escrow Agent shall promptly disburse to Transferor from the Down Payment, an amount equal to the Transferor Reimbursable Transaction Costs demanded in the Transferor’s Failure of Condition Objection Notice and return to Transferee any remaining portion of the Down Payment, without the need for further instructions from or approvals by any other party to this Agreement. (f) Unless the Down Payment shall have been previously released by Escrow Agent pursuant to this Section 13.02, at Closing, Escrow Agent shall deliver the Down Payment to Newco the Company as part of the Pool One Transferee Contribution.

Disbursement of Down Payment. Escrow Agent shall hold the Down Payment in escrow and release the same as follows: (a) If at any time prior to expiration of the Due Diligence Period, Escrow Agent shall receive written notice from Transferee New Investor stating that (i) Transferee New Investor is terminating this Agreement, and (ii) Transferee New Investor is simultaneously giving Transferor and SSLII a copy of such notice, Escrow Agent shall promptly disburse the Down Payment to Transferee without the need for further instructions from or approvals by any other party to this Agreement. If at any time on or prior to the date that is eight (8) Business Days after the date of this Agreement, Escrow Agent shall receive written notice from Transferor stating that (i) Transferor is terminating this Agreement due to the failure to receive the Transferor Board Consent and (ii) Transferor is simultaneously giving Transferee a copy of such notice, Escrow Agent shall promptly disburse the Down Payment to Transferee New Investor without the need for further instructions from or approvals by any other party to this Agreement. (b) If at any time after the expiration of the Due Diligence Period, but prior to Closing, Escrow Agent shall receive written notice from Transferee New Investor stating that (i) Transferee New Investor is terminating this Agreement for a reason other than a Transferor default, an SSLII default or another reason which would permit Transferee New Investor to receive the Down Payment, and (ii) Transferee New Investor or SSLII, as applicable, is simultaneously giving Transferor Seller a copy of such notice, Escrow Agent shall promptly disburse the Down Payment to Transferor, without the need for further instructions from or approvals by any other party to this Agreement. (c) Except as provided in Section 13.02(e13.02(f), if Escrow Agent shall receive written notice from Transferee New Investor (“Transferor Default Notice”) stating that (i) Transferor has failed to complete Closing in accordance with the terms of this Agreement, or has defaulted in any other manner under this Agreement, (ii) Transferor has not cured such failure or default in accordance with Section 12.02, and (iii) Transferee New Investor is demanding the return of the Down Payment, then Escrow Agent shall immediately and simultaneously deliver a copy of the Transferor Default Notice to TransferorTransferor and SSLII. If on or before the date which is five (5) Business Days following Transferor’s receipt of the Transferor Default Notice, Transferor shall object in writing (“Transferor’s Objection Notice”) to the return of the Down Payment to TransfereeNew Investor, then Escrow Agent shall not return the Down Payment to TransfereeNew Investor. If Transferor shall not deliver a Transferor’s Objection Notice to Escrow Agent on or before the date which is five (5) Business Days following Transferor’s receipt of the Transferor Default Notice, then Escrow Agent shall promptly return the Down Payment to Transferee New Investor without the need for further instructions from or approvals by any other party to this Agreement. (d) Except as provided in Section 13.02(e13.02(f), if Escrow Agent shall receive written notice from Transferor New Investor (“Transferee Default Notice”) stating that (i) Transferee or SSLII has failed to complete Closing in accordance with the terms of this Agreement, or has defaulted in any other manner under this Agreement, (ii) Transferee or SSLII has not cured such failure or default in accordance with Section 12.03, and (iii) Transferor New Investor is demanding the return of the Down Payment, then Escrow Agent shall immediately and simultaneously deliver a copy of the Transferee Default Notice to TransferorTransferee and SSLII. If on or before the date which is five (5) Business Days following Transferee’s and SSLII’s receipt of the Transferee Default Notice, Transferee or SSLII shall object in writing (“Transferee’s Objection Notice”) to the return of the Down Payment to TransferorNew Investor, then Escrow Agent shall not return the Down Payment to TransferorNew Investor. If Transferee or SSLII shall not deliver a Transferee’s Objection Notice to Escrow Agent on or before the date which is five (5) Business Days following Transferee’s or SSLII’s receipt of the Transferee Default Notice, then Escrow Agent shall promptly return the Down Payment to Transferor New Investor without the need for further instructions from or approvals by any other party to this Agreement. (e) Subject to Except as provided in Section 15.05 below13.02(f), if Escrow Agent shall receive a written notice from Transferor, Transferee or SSLII (“New Investor Default Notice”) stating that (i) New Investor has failed to complete Closing in accordance with the terms of the Purchase Agreement, or has defaulted in any other manner under this Agreement, (ii) New Investor, as applicable, has not cured such failure or default in accordance with Section 12.04, as applicable, and (iii) Transferor, Transferee or SSLII is demanding the release of the Down Payment to Transferor, Escrow Agent shall promptly deliver a copy of the New Investor Default Notice to New Investor. If on or before the date which is five (5) Business Days following New Investor’s receipt of the New Investor Default Notice, New Investor shall object in writing (“New Investor’s Objection Notice”) to the release of the Down Payment to Transferor, then Escrow Agent shall not release the Down Payment to Transferor. If New Investor shall not deliver a Transferee’s Objection Notice to Escrow Agent on or before the date which is five (5) Business Days following New Investor’s receipt of the New Investor Default Notice, then Escrow Agent shall promptly release the Down Payment to Transferor, without the need for further instructions from or approvals by any other party to this Agreement. (f) If Escrow Agent shall receive written notice from Transferee New Investor or SSLII (“Failure of Condition Notice”) stating that Transferee is demanding the return of the Down Payment because either (i) Transferee New Investor has failed to complete Closing in accordance with the terms of this Agreement solely due to a failure of the conditions set forth in Section 10.01(d), (e) or (f) or (ii) Transferor has Transferee and SSLII have failed to complete Closing in accordance with the terms of this Agreement solely due to a failure of the conditions condition set forth in Section 10.03(d), (e), (f) or (eg) and confirming that Transferor is Transferee and SSLII are not in breach of its their obligations under Section 9.049.04 or Section 9.08, then Escrow Agent shall immediately deliver a copy of the Failure of Condition Notice to Transferor. If on or before the date which is five (5) Business Days following TransferorSeller’s receipt of the Failure of Transferee Condition Notice, Transferor shall object in writing to the return of the Down Payment to Transferee because (x) Transferor objects to Transferee’s statement in the Failure of Condition Notice regarding failure of any conditions specified in subsections (i) or (ii) above or (y) Transferor is demanding payment of any Transferor Reimbursable Transaction Costs from the Down Payment (“Transferor’s Failure of Condition Objection Notice”)) to the return of the Down Payment to New Investor, then Escrow Agent shall not return the Down Payment to TransfereeNew Investor. If Transferor shall not deliver a Transferor’s Failure of Condition Notice to Escrow Agent on or before the date which is five (5) Business Days following Transferor’s receipt of the Failure of Condition Notice, then Escrow Agent shall promptly return the Down Payment to Transferee, without the need for further instructions from or approvals by any other party to this Agreement. If Transferor’s Failure of Condition Notice specifies that Transferor is demanding payment of any Transferor Reimbursable Transaction Costs from the Down Payment, then Escrow Agent shall immediately and simultaneously deliver a copy of the Transferor Failure of Condition Objection Notice to Transferee and on or before the date which is five (5) Business Days following Transferee’s receipt of the Transferor’s Failure of Condition Objection Notice, Escrow Agent shall receive written notice from Transferee stating that Transferee is objecting to the amount of Transferor Reimbursable Transaction Costs which Transferor is demanding be paid to Transferor (the “Transferee Notice of Objection to Transferor Reimbursable Transaction Costs”), then Escrow Agent shall not disburse any portion of the Down Payment to Transferor or Transferee. If Transferee shall not deliver a Transferee’s Notice of Objection to Transferor Reimbursable Transaction Costs on or before the date which is five (5) Business Days following Transferee’s receipt of the Transferor’s Failure of Condition Objection Notice, then Escrow Agent shall promptly disburse to Transferor from the Down Payment, an amount equal to the Transferor Reimbursable Transaction Costs demanded in the Transferor’s Failure of Condition Objection Notice and return to Transferee any remaining portion of the Down PaymentNew Investor, without the need for further instructions from or approvals by any other party to this Agreement. (fg) Unless the Down Payment shall have been previously released by Escrow Agent pursuant to this Section 13.02, at Closing, Escrow Agent shall deliver the Down Payment to Newco Transferee as part of the Transferee CNL Contribution.

Disbursement of Down Payment. Escrow Agent shall hold the Down Payment in escrow and release the same as follows: (a) If at any time prior to expiration of the Due Diligence Period, Escrow Agent shall receive written notice from Transferee stating that (i) Transferee is terminating this Agreement, and (ii) Transferee is simultaneously giving Transferor a copy of such notice, Escrow Agent shall promptly disburse the Down Payment to Transferee without the need for further instructions from or approvals by any other party to this Agreement. If at any time on or prior to the date that is eight (8) Business Days after the date of this Agreement, Escrow Agent shall receive written notice from Transferor stating that (i) Transferor is terminating this Agreement due to the failure to receive the Transferor Board Consent and (ii) Transferor is simultaneously giving Transferee a copy of such notice, Escrow Agent shall promptly disburse the Down Payment to Transferee without the need for further instructions from or approvals by any other party to this Agreement. (b) If at any time after the expiration of the Due Diligence Period, but prior to Closing, Escrow Agent shall receive written notice from Transferee stating that (i) Transferee is terminating this Agreement for a reason other than a Transferor default or another reason which would permit Transferee to receive the Down Payment, and (ii) Transferee is simultaneously giving Transferor a copy of such notice, Escrow Agent shall promptly disburse the Down Payment to Transferor, without the need for further instructions from or approvals by any other party to this Agreement. (c) Except as provided in Section 13.02(e13.02(c), if Escrow Agent shall receive written notice from Transferee Purchaser (“Transferor Seller Default Notice”) stating that (i) Transferor Seller has failed to complete Closing in accordance with the terms of this Agreement, or has defaulted in any other manner under this Agreement, (ii) Transferor Seller has not cured such failure or default in accordance with Section 12.02, and (iii) Transferee Purchaser is demanding the return of the Down Payment, then Escrow Agent shall immediately and simultaneously deliver a copy of the Transferor Seller Default Notice to TransferorSeller. If on or before the date which is five (5) Business Days following TransferorSeller’s receipt of the Transferor Seller Default Notice, Transferor Seller shall object in writing (“TransferorSeller’s Objection Notice”) to the return of the Down Payment to TransfereePurchaser, then Escrow Agent shall not return the Down Payment to TransfereePurchaser. If Transferor Seller shall not deliver a TransferorSeller’s Objection Notice to Escrow Agent on or before the date which is five (5) Business Days following TransferorSeller’s receipt of the Transferor Seller Default Notice, then Escrow Agent shall promptly return the Down Payment to Transferee Purchaser, without the need for further instructions from or approvals by any other party to this Agreement. (db) Except as provided in Section 13.02(e13.02(c), if Escrow Agent shall receive a written notice from Transferor Seller (“Transferee Purchaser Default Notice”) stating that (i) Transferee Purchaser or any Assignee has failed to complete Closing in accordance with the terms of this the Purchase Agreement, or has defaulted in any other manner under this Agreement, (ii) Transferee Purchaser or Assignee has not cured such failure or default in accordance with Section 12.03, 12.03 or Section 12.04 and (iii) Transferor Seller is demanding the return release of the Down PaymentPayment to Seller, then Escrow Agent shall immediately and simultaneously promptly deliver a copy of the Transferee Purchaser Default Notice to TransferorPurchaser. If on or before the date which is five (5) Business Days following TransfereePurchaser’s receipt of the Transferee Purchaser Default Notice, Transferee Purchaser shall object in writing (“TransfereePurchaser’s Objection Notice”) to the return release of the Down Payment to TransferorSeller, then Escrow Agent shall not return release the Down Payment to TransferorSeller. If Transferee Purchaser shall not deliver a TransfereePurchaser’s Objection Notice to Escrow Agent on or before the date which is five (5) Business Days following TransfereePurchaser’s receipt of the Transferee Purchaser Default Notice, then Escrow Agent shall promptly return release the Down Payment to Transferor Seller, without the need for further instructions from or approvals by any other party to this Agreement. (ec) Subject to Section 15.05 below, if If Escrow Agent shall receive written notice from Transferee Purchaser (“Failure of Condition Notice”) stating that Transferee is demanding the return of the Down Payment because either (i) Transferee Purchaser has failed to complete Closing in accordance with the terms of this Agreement solely due to a failure of the conditions set forth in Section 10.01(d), (e) one or (f) or (ii) Transferor has failed to complete Closing in accordance with the terms of this Agreement solely due to a failure more of the conditions set forth in Section 10.03(d) or (e) and confirming that Transferor is not in breach of its obligations under Section 9.04, 10.01 then Escrow Agent shall immediately deliver a copy of the Failure of Condition Notice to TransferorSeller. If on or before the date which is five (5) Business Days following TransferorSeller’s receipt of the Failure of Transferee Condition Notice, Transferor Seller shall object in writing (“Seller’s Failure of Condition Objection Notice”) to the return of the Down Payment to Transferee because (x) Transferor objects to Transferee’s statement in the Failure of Condition Notice regarding failure of any conditions specified in subsections (i) or (ii) above or (y) Transferor is demanding payment of any Transferor Reimbursable Transaction Costs from the Down Payment (“Transferor’s Failure of Condition Objection Notice”)Purchaser, then Escrow Agent shall not return the Down Payment to TransfereePurchaser. If Transferor Seller shall not deliver a TransferorSeller’s Failure of Condition Notice to Escrow Agent on or before the date which is five (5) Business Days following TransferorSeller’s receipt of the Failure of Condition Seller Default Notice, then Escrow Agent shall promptly return the Down Payment to Transferee, without the need for further instructions from or approvals by any other party to this Agreement. If Transferor’s Failure of Condition Notice specifies that Transferor is demanding payment of any Transferor Reimbursable Transaction Costs from the Down Payment, then Escrow Agent shall immediately and simultaneously deliver a copy of the Transferor Failure of Condition Objection Notice to Transferee and on or before the date which is five (5) Business Days following Transferee’s receipt of the Transferor’s Failure of Condition Objection Notice, Escrow Agent shall receive written notice from Transferee stating that Transferee is objecting to the amount of Transferor Reimbursable Transaction Costs which Transferor is demanding be paid to Transferor (the “Transferee Notice of Objection to Transferor Reimbursable Transaction Costs”), then Escrow Agent shall not disburse any portion of the Down Payment to Transferor or Transferee. If Transferee shall not deliver a Transferee’s Notice of Objection to Transferor Reimbursable Transaction Costs on or before the date which is five (5) Business Days following Transferee’s receipt of the Transferor’s Failure of Condition Objection Notice, then Escrow Agent shall promptly disburse to Transferor from the Down Payment, an amount equal to the Transferor Reimbursable Transaction Costs demanded in the Transferor’s Failure of Condition Objection Notice and return to Transferee any remaining portion of the Down PaymentPurchaser, without the need for further instructions from or approvals by any other party to this Agreement. (fd) Unless the Down Payment shall have been previously released by Escrow Agent pursuant to this Section 13.02, at Closing, Escrow Agent shall deliver the Down Payment to Newco Seller as part of the Transferee ContributionPurchase Price and the parties shall procure that appropriate instructions are given to the Escrow Agent to ensure such delivery simultaneously with Closing.