Common use of Disbursement of Escrowed Funds Clause in Contracts

Disbursement of Escrowed Funds. So that Landlord may pay for the costs of any completed Escrowed Funds Work, the Escrowed Funds shall be disbursed to Landlord in the following manner: within one (1) business day after receipt by Escrow Agent from Landlord of Landlord’s written request for disbursement (herein, a “Disbursement Request”) indicating the amount of the Escrowed Funds to be disbursed to pay for Tenant’s “pro rata share” of such costs (as determined pursuant to Section 4.2.2 of the Work Letter) (herein, the “Disbursement Amount”), together with (i) invoices from the applicable contractor(s), subcontractor(s) and other third parties (collectively, the “Construction Parties”) who performed such applicable Escrowed Funds Work evidencing such costs, and (ii) a written statement from Landlord certifying the amount set forth on such invoice that constitutes (A) Landlord’s “pro rata share” of the amount set forth on each such invoice, and (B) the Disbursement Amount (i.e., Tenant’s “pro rata share” of the amount set forth on each such invoice), Escrow Agent shall disburse to Landlord in accordance with the payment instructions attached hereto as Exhibit A, or as otherwise directed by Landlord, from the Escrowed Funds, the amount of the applicable Disbursement Amount so requested by Landlord to be disbursed in the applicable Disbursement Request. It is anticipated that Landlord shall be delivering to Escrow Agent Disbursement Requests for disbursement of portions of the Escrowed Funds from time to time during the course of the construction of the Escrowed Funds Work. Notwithstanding anything in the foregoing to the contrary, if, following the final completion of the Escrowed Funds Work, any Escrowed Funds remain in the Escrow Account, then Landlord shall deliver to Escrow Agent a Disbursement Request requesting disbursement to Landlord of such remaining Escrowed Funds (which Disbursement Request shall not be required to be accompanied by the items described in clauses (i) and (ii) hereinabove), and within one (1) business day after receipt by Escrow Agent of such Disbursement Request, Escrow Agent shall disburse to Landlord in accordance with the payment instructions attached hereto as Exhibit A, or as otherwise directed by Landlord, the remaining amount of the Escrowed Funds in the Escrow Account. EXHIBIT O

Disbursement of Escrowed Funds. So that Landlord may pay for If at any time on or prior to the costs Closing Date the Minimum Offering Requirement has been met, then upon the happening of any completed Escrowed Funds Worksuch event, the principal amount of the Escrowed Funds shall be disbursed to Landlord remain in the following manner: within one (1) business day after receipt by Escrow Account until the Escrow Agent receives written direction provided by the Company or the Dealer Manager instructing the Escrow Agent to deliver the principal amount, or a portion thereof, of such Escrowed Funds as the Company or the Dealer Manager, as the case may be, shall direct in writing. An affidavit or certification from Landlord an officer of Landlord’s written request the Company or the Dealer Manager to the Escrow Agent stating that the Minimum Offering Requirement has been timely met, shall constitute sufficient evidence for disbursement the purpose of this Agreement that such event has occurred (hereinthe “Break Escrow Affidavit”). The Break Escrow Affidavit shall indicate: (i) the date on which the Minimum Offering Requirement has been met (the “Break Escrow Date”); (ii) the actual total number of Shares sold as of the Break Escrow Date; and (iii) if not all, a “Disbursement Request”) indicating the amount that portion of the Escrowed Funds to be disbursed to pay for Tenant’s “pro rata share” of such costs (as determined pursuant to Section 4.2.2 transferred. Upon the receipt by the Escrow Agent of the Work Letter) (hereinBreak Escrow Affidavit, the Escrow Agent will deliver to U.S. Bank (the “Disbursement AmountCustodian”), together with (i) invoices from as directed by the applicable contractor(s)Company, subcontractor(s) and other third parties (collectivelyon the date of the first closing following the receipt of the Break Escrow Affidavit, the “Construction Parties”) who performed principal and interest earned on such applicable Escrowed Funds Work evidencing such costs, to be transferred and (ii) a written statement from Landlord certifying the amount set forth on such invoice that constitutes (A) Landlord’s “pro rata share” of the amount set forth on each such invoice, and (B) the Disbursement Amount (i.e., Tenant’s “pro rata share” of the amount set forth on each such invoice), Escrow Agent shall disburse from that point forward, transfer on the first business day following each subsequent closing all principal and interest earned on the Escrowed Funds for the prior subscription period to Landlord in accordance the Custodian, as directed by the Company. Additionally, the Company hereby directs the Escrow Agent to provide the Transfer Agent with all electronic files and information needed by the Transfer Agent to perform its duties as record keeper under its agreement with the payment instructions attached hereto as Exhibit ACompany. If the Escrow Agent has not received a Break Escrow Affidavit on or prior to the Closing Date, or as otherwise directed by Landlord, from the Escrow Agent shall promptly return the Escrowed Funds, including interest, if any, thereon, to the amount subscribers, per the name, address and in the amounts provided to the Escrow Agent without deduction, penalty or expense, and the Escrow Agent shall notify the Company and the Dealer Manager in writing of its distribution of the applicable Disbursement Amount so requested by Landlord funds. The subscription payments returned to be disbursed in the applicable Disbursement Request. It is anticipated that Landlord each subscriber shall be delivering to free and clear of any and all claims of the Company or any of its creditors. The parties hereto hereby agree that, for purposes of this Section 2(b), the term “promptly return” shall mean that the Escrow Agent Disbursement Requests for disbursement of portions of shall return the Escrowed Funds from time to time during subscribers, upon the course of the construction of the Escrowed Funds Work. Notwithstanding anything in the foregoing terms and subject to the contraryconditions set forth in this Section 2(b), if, no later than 30 days following the final completion Closing Date, in compliance with Rules 10b-9 and 15c2-4 promulgated under the Securities Exchange Act of the Escrowed Funds Work1934, any Escrowed Funds remain in the Escrow Account, then Landlord shall deliver to Escrow Agent a Disbursement Request requesting disbursement to Landlord of such remaining Escrowed Funds (which Disbursement Request shall not be required to be accompanied by the items described in clauses (i) and (ii) hereinabove), and within one (1) business day after receipt by Escrow Agent of such Disbursement Request, Escrow Agent shall disburse to Landlord in accordance with the payment instructions attached hereto as Exhibit A, or as otherwise directed by Landlord, the remaining amount of the Escrowed Funds in the Escrow Account. EXHIBIT Oamended.

Disbursement of Escrowed Funds. So that Landlord may pay for If at any time on or prior to the costs Closing Date the Minimum Offering Requirement has been met, then upon the happening of any completed Escrowed Funds Worksuch event, the principal amount of the Escrowed Funds shall be disbursed to Landlord remain in the following manner: within one (1) business day after receipt by Escrow Account until the Escrow Agent receives written direction provided by the Company or the Dealer Manager instructing the Escrow Agent to deliver the principal amount, or a portion thereof, of such Escrowed Funds as the Company or the Dealer Manager, as the case may be, shall direct in writing. An affidavit or certification from Landlord an officer of Landlord’s written request the Company or the Dealer Manager to the Escrow Agent stating that the Minimum Offering Requirement has been timely met, shall constitute sufficient evidence for disbursement the purpose of this Agreement that such event has occurred (hereinthe “Break Escrow Affidavit”). The Break Escrow Affidavit shall indicate: (i) the date on which the Minimum Offering Requirement has been met (the “Break Escrow Date”); (ii) the actual total number of Shares sold as of the Break Escrow Date; and (iii) if not all, a “Disbursement Request”) indicating the amount that portion of the Escrowed Funds to be disbursed to pay for Tenant’s “pro rata share” of such costs (as determined pursuant to Section 4.2.2 transferred. Upon the receipt by the Escrow Agent of the Work Letter) (hereinBreak Escrow Affidavit, the Escrow Agent will deliver to U.S. Bank (the “Disbursement AmountCustodian”), together with (i) invoices from as directed by the applicable contractor(s)Company, subcontractor(s) and other third parties (collectivelyon the date of the first closing following the receipt of the Break Escrow Affidavit, the “Construction Parties”) who performed principal and interest earned on such applicable Escrowed Funds Work evidencing such costs, to be transferred and (ii) a written statement from Landlord certifying the amount set forth on such invoice that constitutes (A) Landlord’s “pro rata share” of the amount set forth on each such invoice, and (B) the Disbursement Amount (i.e., Tenant’s “pro rata share” of the amount set forth on each such invoice), Escrow Agent shall disburse from that point forward, transfer on the first business day following each subsequent closing all principal and interest earned on the Escrowed Funds for the prior subscription period to Landlord in accordance with the payment instructions attached hereto Custodian, as Exhibit A, or as otherwise directed by Landlordthe Company. If the Escrow Agent has not received a Break Escrow Affidavit on or prior to the Closing Date, from the Escrow Agent shall promptly return the Escrowed Funds, including interest, if any, thereon, to the amount subscribers, per the name, address and in the amounts received by the Escrow Agent without deduction, penalty or expense, and the Escrow Agent shall notify the Company and the Dealer Manager in writing of its distribution of the applicable Disbursement Amount so requested by Landlord funds. The subscription payments returned to be disbursed in the applicable Disbursement Request. It is anticipated that Landlord each subscriber shall be delivering to free and clear of any and all claims of the Company or any of its creditors. The parties hereto hereby agree that, for purposes of this Section 2(b), the term “promptly return” shall mean that the Escrow Agent Disbursement Requests for disbursement of portions of shall return the Escrowed Funds from time to time during subscribers, upon the course of the construction of the Escrowed Funds Work. Notwithstanding anything in the foregoing terms and subject to the contraryconditions set forth in this Section 2(b), if, no later than 30 days following the final completion Closing Date, in compliance with Rules 10b-9 and 15c2-4 promulgated under the Securities Exchange Act of the Escrowed Funds Work1934, any Escrowed Funds remain in the Escrow Account, then Landlord shall deliver to Escrow Agent a Disbursement Request requesting disbursement to Landlord of such remaining Escrowed Funds (which Disbursement Request shall not be required to be accompanied by the items described in clauses (i) and (ii) hereinabove), and within one (1) business day after receipt by Escrow Agent of such Disbursement Request, Escrow Agent shall disburse to Landlord in accordance with the payment instructions attached hereto as Exhibit A, or as otherwise directed by Landlord, the remaining amount of the Escrowed Funds in the Escrow Account. EXHIBIT Oamended.

Disbursement of Escrowed Funds. So that Landlord may pay for the costs of any completed Escrowed Funds WorkAfter Closing, the Escrowed Funds shall be disbursed to Landlord the payee or payees designated by Seller to persons or parties who are entitled to payment in monthly progress payments equal to the following manner: within one costs for the construction of the Parking Improvements in accordance with the Purchase Contract set forth in each monthly payment application submitted by Seller simultaneously to Escrow Agent and Buyer pertaining to the on-going construction of the Parking Improvements by the Contractor under the Construction Contract. Each monthly payment application shall be accompanied by conditional lien releases with respect to the amounts to be disbursed under the current monthly payment application (1to the extent applicable) business day after receipt and unconditional lien releases with respect to amounts previously disbursed under prior monthly payment applications (to the extent applicable). Each monthly disbursement from the Escrowed Funds shall be disbursed by Escrow Agent from Landlord to the payee or payees designated by Seller within five (5) business days following Seller’s submittal of Landlordthe monthly payment application and associated lien releases referenced above. Buyer shall not contest the disbursement by Escrow Agent of each monthly disbursement as long as Seller has complied with the disbursement requirements set forth herein. Upon (i) substantial completion of the Parking Improvements by the Contractor and (ii) delivery to Buyer of the certificate of occupancy or final building card sign off pertaining to the Parking Improvements, the entire undisbursed portion of the Escrowed Funds shall be disbursed to Seller as additional sale proceeds under the Purchase Contract. Notwithstanding that the Parking Improvements may not have been substantially completed by the Contractor (and/or Buyer has not received a certificate of occupancy or final building card sign off for the Parking Improvements) by the Completion Deadline, Buyer shall have the right, at its sole discretion, to instruct that the remaining Escrowed Funds be disbursed to Seller upon confirmation to Buyer’s written satisfaction that sufficient funds will continue to be held by Seller to ensure final lien-free completion of the Parking Improvements by the Contractor, or Seller provides Buyer with assurances satisfactory to Buyer that such final lien-free completion of the Parking Improvements by the Contractor shall occur. Notwithstanding the foregoing, if (after the expiration of all applicable notice and cure periods set forth in the Purchase Contract) Seller does not cause the substantial completion by the Contractor of the Parking Improvements by the Completion Deadline (as the same may be automatically extended pursuant to the Purchase Contract), Buyer may elect to terminate Seller’s rights to coordinate the construction of the Parking Improvements with the Contractor under the Purchase Contract and may request for the disbursement (herein, a “Disbursement Request”) indicating of the amount remaining balance of the Escrowed Funds to be disbursed Buyer by providing written notice thereof to pay for Tenant’s Escrow Agent and Seller (a “pro rata share” of such costs (as determined pursuant to Section 4.2.2 of the Work Letter) (herein, the “Disbursement AmountTermination Notice”), together with (i) invoices from the applicable contractor(s), subcontractor(s) and other third parties (collectively, the “Construction Parties”) who performed such applicable Escrowed Funds Work evidencing such costs, and (ii) a written statement from Landlord certifying the amount set forth on such invoice that constitutes (A) Landlord’s “pro rata share” of the amount set forth on each such invoice, and (B) the Disbursement Amount (i.e., Tenant’s “pro rata share” of the amount set forth on each such invoice), . Escrow Agent shall disburse to Landlord in accordance with the payment instructions attached hereto as Exhibit A, or as otherwise directed by Landlord, from the Escrowed Funds, the amount of the applicable Disbursement Amount so requested by Landlord to be disbursed in the applicable Disbursement Request. It is anticipated that Landlord shall be delivering to Escrow Agent Disbursement Requests for disbursement of portions remaining balance of the Escrowed Funds from time to time during the course of the construction of the Escrowed Funds Work. Notwithstanding anything in the foregoing to the contrary, if, following the final completion of the Escrowed Funds Work, any Escrowed Funds remain in the Escrow Account, then Landlord shall deliver to Escrow Agent a Disbursement Request requesting disbursement to Landlord of such remaining Escrowed Funds Buyer within five (which Disbursement Request shall not be required to be accompanied by the items described in clauses (i) and (ii) hereinabove), and within one (15) business day after days following Escrow Agent’s receipt by Escrow Agent of such Disbursement Request, Escrow Agent shall disburse to Landlord in accordance with the payment instructions attached hereto as Exhibit A, or as otherwise directed by Landlord, the remaining amount of the Escrowed Funds in the Escrow Account. EXHIBIT Oa Termination Notice from Buyer.

Disbursement of Escrowed Funds. So that Landlord may pay for If at any time on or prior to the costs Closing Date the Minimum Offering Requirement has been met, then upon the happening of any completed Escrowed Funds Worksuch event, the principal amount of the Escrowed Funds shall be disbursed to Landlord remain in the following manner: within one (1) business day after receipt by Escrow Account until the Escrow Agent receives written direction provided by the Company or the Dealer Manager instructing the Escrow Agent to deliver the principal amount, or a portion thereof, of such Escrowed Funds as the Company or the Dealer Manager, as the case may be, shall direct in writing. An affidavit or certification from Landlord an officer of Landlord’s written request the Company or the Dealer Manager to the Escrow Agent stating that the Minimum Offering Requirement has been timely met, shall constitute sufficient evidence for disbursement the purpose of this Agreement that such event has occurred (hereinthe “Break Escrow Affidavit”). The Break Escrow Affidavit shall indicate: (i) the date on which the Minimum Offering Requirement has been met (the “Break Escrow Date”); (ii) the actual total number of Shares sold as of the Break Escrow Date; and (iii) if not all, a “Disbursement Request”) indicating the amount that portion of the Escrowed Funds to be disbursed to pay for Tenant’s “pro rata share” of such costs (as determined pursuant to Section 4.2.2 transferred. Upon the receipt by the Escrow Agent of the Work Letter) (hereinBreak Escrow Affidavit, the Escrow Agent will deliver to U.S. Bank National Association (the “Disbursement AmountCustodian”), together with (i) invoices from as directed by the applicable contractor(s)Company, subcontractor(s) and other third parties (collectivelyon the date of the first [weekly] closing following the receipt of the Break Escrow Affidavit, the “Construction Parties”) who performed principal and interest earned on such applicable Escrowed Funds Work evidencing such costs, to be transferred and (ii) a written statement from Landlord certifying the amount set forth on such invoice that constitutes (A) Landlord’s “pro rata share” of the amount set forth on each such invoice, and (B) the Disbursement Amount (i.e., Tenant’s “pro rata share” of the amount set forth on each such invoice), Escrow Agent shall disburse from that point forward, transfer on the first business day following each subsequent closing all principal and interest earned on the Escrowed Funds for the prior subscription period to Landlord in accordance the Custodian, as directed by the Company. Additionally, the Company hereby directs the Escrow Agent to provide the Transfer Agent with all electronic files and information needed by the Transfer Agent to perform its duties as record keeper under its agreement with the payment instructions attached hereto as Exhibit ACompany. If the Escrow Agent has not received a Break Escrow Affidavit on or prior to the Closing Date, or as otherwise directed by Landlord, from the Escrow Agent shall promptly return the Escrowed Funds, including interest, if any, thereon, to the amount subscribers, per the name, address and in the amounts provided by the Company, the Dealer Manager or the Transfer Agent to the Escrow Agent without deduction, penalty or expense, and the Escrow Agent shall notify the Company and the Dealer Manager in writing of its distribution of the applicable Disbursement Amount so requested by Landlord funds. The subscription payments returned to be disbursed in the applicable Disbursement Request. It is anticipated that Landlord each subscriber shall be delivering to free and clear of any and all claims of the Company or any of its creditors. The parties hereto hereby agree that, for purposes of this Section 2(b), the term “promptly return” shall mean that the Escrow Agent Disbursement Requests for disbursement of portions of shall return the Escrowed Funds from time to time during subscribers, upon the course terms and subject to the conditions set forth in this Section 2(b), by noon of the construction of the Escrowed Funds Work. Notwithstanding anything in the foregoing to the contrary, if, business day following the final completion Closing Date, in compliance with Rules 10b-9 and 15c2-4 promulgated under the Securities Exchange Act of the Escrowed Funds Work1934, any Escrowed Funds remain in the Escrow Account, then Landlord shall deliver to Escrow Agent a Disbursement Request requesting disbursement to Landlord of such remaining Escrowed Funds (which Disbursement Request shall not be required to be accompanied by the items described in clauses (i) and (ii) hereinabove), and within one (1) business day after receipt by Escrow Agent of such Disbursement Request, Escrow Agent shall disburse to Landlord in accordance with the payment instructions attached hereto as Exhibit A, or as otherwise directed by Landlord, the remaining amount of the Escrowed Funds in the Escrow Account. EXHIBIT Oamended.

Disbursement of Escrowed Funds. So (a) The parties agree that Landlord may pay for the costs of any completed Escrowed Funds Work, the Escrowed Funds shall be disbursed to Landlord in the following manner: within one (1) business day after receipt by Escrow Agent from Landlord of Landlord’s written request for disbursement (herein, a “Disbursement Request”) indicating the amount all of the Escrowed Funds are available to be disbursed satisfy the obligation of Sellers to pay indemnify Horizon and Purchaser for Tenant’s “pro rata share” of such costs (as determined pursuant to Section 4.2.2 those items set out in Sections 7.02, 7.03 and 7.04 of the Work Letter) (herein, the “Disbursement Amount”), together with (i) invoices from the applicable contractor(s), subcontractor(s) and other third parties (collectively, the “Construction Parties”) who performed such applicable Escrowed Funds Work evidencing such costs, and (ii) a written statement from Landlord certifying the amount set forth on such invoice that constitutes (A) Landlord’s “pro rata share” of the amount set forth on each such invoice, and (B) the Disbursement Amount (i.e., Tenant’s “pro rata share” of the amount set forth on each such invoice), Purchase Agreement. The Escrow Agent shall disburse to Landlord in accordance with the payment instructions attached hereto as Exhibit A, release all or as otherwise directed by Landlord, from the Escrowed Funds, the amount a portion of the applicable Disbursement Amount so requested by Landlord Escrow Deposit to be disbursed in the applicable Disbursement Request. It is anticipated that Landlord shall be delivering to Escrow Agent Disbursement Requests for disbursement of portions of the Escrowed Funds from time to time during the course of the construction of the Escrowed Funds Work. Notwithstanding anything in the foregoing to the contrary, if, Purchaser twenty (20) days following the final completion of the Escrowed Funds Work, any Escrowed Funds remain in the Escrow Account, then Landlord shall deliver to Escrow Agent a Disbursement Request requesting disbursement to Landlord of such remaining Escrowed Funds (which Disbursement Request shall not be required to be accompanied by the items described in clauses (i) and (ii) hereinabove), and within one (1) business day after receipt by Escrow Agent of a written statement form Purchaser's Representative, a copy of which shall be provided simultaneously to Sellers stating (i) the dollar amount of any indemnification owed to Purchaser by either Seller under the Purchase Agreement, (ii) a concise statement of the facts giving rise to such Disbursement Requestclaim for indemnification, (iii) that Purchaser has made a claim for such indemnification pursuant to the terms of the Purchase Agreement and (iv) that Purchaser has not received payment of such indemnification amounts within twenty (20) days after delivery of such claim to the Sellers; provided that if such sworn written statement shall be disputed by Sellers in writing delivered to Escrow Agent with a copy to Purchaser's Representative within fifteen (15) days after Escrow Agent's receipt of such written statement from Purchaser's Representative, the Escrow Agent shall disburse continue to Landlord hold in escrow the portion of the Escrow Deposit subject to such dispute until the dispute shall have been finally resolved by mutual agreement or by a court of competent jurisdiction. Any notice disputing the Purchaser's sworn written statement shall set forth a concise statement of the facts upon which Sellers are relying in disputing said sworn statement. The Escrowed Funds to be delivered to Purchaser in accordance with the payment instructions attached hereto preceding paragraph shall be disbursed to Purchaser or Horizon as Exhibit Adirected by Purchaser. Except as expressly set forth in the Stock Purchase Agreement, Purchaser's failure to claim, or as otherwise directed by Landlorddelay in claiming, the remaining amount of the Escrowed Funds shall not be a waiver of Purchaser's rights and shall in the Escrow Account. EXHIBIT Ono way affect or prejudice Purchaser's rights and remedies against Sellers to recover any amounts due Purchaser.