Common use of Distribution of Escrow Funds Clause in Contracts

Distribution of Escrow Funds. The Escrow Agent shall hold the Escrow Funds in its possession until instructed hereunder to deliver the Escrow Funds or any specified portion thereof as follows: (a) If the Escrow Agent receives a request pursuant to Section 3.01 or Section 3.02 hereof authorizing release of the Escrow Funds, or a portion thereof, the Escrow Agent shall, subject to the terms and conditions described in this Escrow Agreement, disburse the Escrow Funds, or designated portion thereof, including any interest or other amounts earned on the Escrow Funds, pursuant to the instructions set forth in such request; provided, however, that other than as set forth in Section 3.01 or Section 3.02 hereof, the Escrow Agent shall have no duty or obligation to verify or confirm any of the information contained in the request. (b) If the Escrow Agent receives written notice substantially in the form of Exhibit A hereto authorizing termination of the escrow hereunder as related to funds that are attributable to designated Relinquished Property and any earnings thereon for failure to identify the Replacement Property with respect to any Relinquished Property within the Identification Period with respect to such Relinquished Property, signed jointly by or on behalf of authorized representatives of the QI and the applicable Legal Entity, the Escrow Agent shall, (a) if such notice is received by 11:00 a.m. (New York time) on a Business Day, on the Business Day such notice is received or (b) otherwise one Business Day after receipt of such notice, redeem or otherwise liquidate the Escrow Funds or designated portion thereof and disburse the Escrow Funds (including any interest or other amounts earned on the Escrow Funds), or designated portion thereof, to, or as directed by, the applicable Legal Entity pursuant to the instructions set forth in such notice; provided that (i) (x) in the case of Escrow Funds of HVF relating to HVF Vehicles (including any funds that are attributable to Relinquished Property relating to such HVF Vehicles and any earnings thereon), such amount shall be paid to the Collection Account and (y) in the case of Escrow Funds of HVF relating to HVF Segregated Vehicles that constitute Series-Specific Collateral for a particular Segregated Series of Notes (including any funds that are attributable to Relinquished Property relating to such HVF Segregated Vehicles and any earnings thereon), such amount unless otherwise specified in a Segregated Series Supplement shall be paid to the collection account or other account relating to such Segregated Series and (ii) in the case of Escrow Funds of Hertz (including any funds that are attributable to Relinquished Property owned by Hertz and any earnings thereon) with respect to GE Financed Vehicles, such amount shall be paid to the GE Collateral Account. (c) If the Escrow Agent receives written notice substantially in the form of Exhibit A hereto authorizing termination of the escrow hereunder, as related to designated Relinquished Property Proceeds, and any Qualified Earnings thereon, for failure to acquire Replacement Property within the Exchange Period, signed jointly by or on behalf of authorized representatives of the QI and the applicable Legal Entity, such party shall, (a) if such notice is received by 11:00 a.m. (New York time) on a Business Day, on the Business Day such notice is received or (b) otherwise one Business Day after receipt of such notice, redeem or otherwise liquidate the Escrow Funds or designated portion thereof and disburse the Escrow Funds (including any interest or other amounts earned on the Escrow Funds), or designated portion thereof, to, or as directed by, the applicable Legal Entity pursuant to the instructions set forth in such notice; provided that (i) (x) in the case of Escrow Funds of HVF relating to HVF Vehicles, such amount shall be paid to the Collection Account and (y) in the case of Escrow Funds of HVF relating to HVF Segregated Vehicles that constitute Series-Specific Collateral for a particular Segregated Series of Notes, such amount unless otherwise specified in a Segregated Series Supplement shall be paid to the collection account or other account relating to such Segregated Series and (ii) in the case of Escrow Funds of Hertz with respect to GE Financed Vehicles, such amount shall be paid to the GE Collateral Account. (d) If the Escrow Agent receives a written release notice substantially in the form of Exhibit C hereto stating that a new escrow holder has been appointed pursuant to a new escrow agreement and authorizing termination of the escrow hereunder, signed jointly by or on behalf of authorized representatives of the QI and all Legal Entities and consented to by the Trustee and the GE Collateral Agent, such party shall release the Escrow Funds (or any portion thereof), in the amounts and to the parties referenced in such notice, and any documentation related to the tax deferred exchange that it may hold. (e) If the Legal Entities terminate this Escrow Agreement pursuant to Section 6.14 hereof, and thereafter the Escrow Agent receives written notice substantially in the form of Exhibit C-1 hereto stating that a new escrow holder has been appointed pursuant to a new escrow agreement following the termination of all or a portion of this Escrow Agreement, the Escrow Agent shall, on the date set forth in such notice, which in no event shall be less than two (2) Business Days following such party’s receipt of such notice, redeem or otherwise liquidate the Escrow Funds with respect to the portion of this Escrow Agreement that was terminated and disburse the Escrow Funds (including any income, interest, or other amounts earned on the Escrow Funds) to such new escrow holder, pursuant to the instructions set forth in such notice. If (i) the Legal Entities terminate all or a portion of this Escrow Agreement pursuant to Section 6.14 hereof or (ii) the Escrow Agent terminates this Escrow Agreement pursuant to Section 6.10 hereof, and thereafter the Escrow Agent receives written notice substantially in the form of Exhibit C-2 hereto stating that a new escrow holder has not been appointed prior to the termination of this Escrow Agreement, the Escrow Agent shall, on the date set forth in such notice, which in no event shall be less than two (2) Business Days following such party’s receipt of such notice, redeem or otherwise liquidate the Escrow Funds with respect to the portion of this Escrow Agreement that was terminated and disburse such Escrow Funds (including any income, interest, or other amounts earned on the Escrow Funds), pursuant to the instructions set forth in such notice. (f) The Escrow Agent will only accept instructions that have been signed by those persons authorized to do so per an authorization in the form of Exhibit B (as such exhibit may be amended and supplemented from time to time). The signatures contained in an authorization in the form of Exhibit B hereto will be considered good and valid for all purposes of this Escrow Agreement until rescinded or modified in writing via a new authorization in the form of Exhibit B delivered to the Escrow Agent. (g) Except as otherwise provided pursuant to Section 3.01, Section 3.02 and Section 3.06(a) hereof and this Section 5.01, the Escrow Funds may not be disbursed under any conditions except those set forth above in this Section 5.01, and the parties agree that neither the QI nor any Legal Entity shall have the authority to direct (and no such direction shall be effective against) the Escrow Agent to disburse Escrow Funds. All disbursements made pursuant to this Escrow Agreement by the Escrow Agent shall be made by wire or other Electronic Funds Transfer unless such party, in its sole discretion, agrees to another method of disbursement.

Distribution of Escrow Funds. The Escrow Agent shall hold the Escrow Funds in its possession until instructed hereunder to deliver the Escrow Funds or any specified portion thereof as follows: (a) If the Escrow Agent receives a request pursuant to Section 3.01 or Section 3.02 hereof authorizing release of the Escrow Funds, or a portion thereof, the Escrow Agent shall, subject to the terms and conditions described in this Escrow Agreement, disburse the Escrow Funds, or designated portion thereof, including any interest or other amounts earned on the Escrow Funds, pursuant to the instructions set forth in such request; providedprovided however that, however, that other than as set forth in Section 3.01 or Section 3.02 hereof, the Escrow Agent shall have no duty or obligation to verify or confirm any of the information contained in the request. (b) If In connection with any Escrow Funds attributable to designated Relinquished Property (and any earnings thereon) with respect to which no Replacement Property has been identified within the Identification Period, if the Escrow Agent receives written notice substantially in the form of Exhibit A hereto authorizing termination of the escrow hereunder as related to funds that are attributable to designated Relinquished Property and any earnings thereon for failure to identify the Replacement Property with respect to any Relinquished Property within the Identification Period with respect to such Relinquished Property, signed jointly by or on behalf of authorized representatives of the QI and the applicable Legal EntityEntity authorizing the disbursement, redemption and/or liquidation of such funds, then the escrow hereunder with respect to such funds shall terminate upon such receipt and the Escrow Agent shall, (a) if such notice is received by 11:00 a.m. (New York time) on a Business Day, on the Business Day such notice is received or (b) otherwise one Business Day after receipt of such notice, redeem or otherwise liquidate the Escrow Funds or designated portion thereof and disburse the Escrow Funds (including any interest or other amounts earned on the Escrow Funds), or designated portion thereof, to, or as directed by, the applicable Legal Entity pursuant to the instructions set forth in such notice; provided that (i) (x) in the case of Escrow Funds of HVF relating to HVF Vehicles (including any funds that are attributable to Relinquished Property relating to such HVF Vehicles and any earnings thereon), such amount shall be paid to the Collection Account and (yii) in the case of Escrow Funds of HVF relating to HVF Segregated Vehicles that constitute Series-Specific Collateral for a particular Segregated Series of Notes (including any funds that are attributable to Relinquished Property relating to such HVF Segregated Vehicles and any earnings thereon), such amount amount, unless otherwise specified in a Segregated Series Supplement Supplement, shall be paid to the collection account or other account relating to such Segregated Series and Series. (iic) in the case of In connection with any Escrow Funds of Hertz (including any funds that are attributable to designated Relinquished Property owned by Hertz Proceeds (and any earnings thereon) with respect to GE Financed Vehicleswhich no Replacement Property has been acquired within the Exchange Period, such amount shall be paid to the GE Collateral Account. (c) If if the Escrow Agent receives written notice substantially in the form of Exhibit A hereto authorizing termination of the escrow hereunder, as related to designated Relinquished Property Proceeds, and any Qualified Earnings thereon, for failure to acquire Replacement Property within the Exchange Period, signed jointly by or on behalf of authorized representatives of the QI and the applicable Legal EntityEntity authorizing the disbursement, redemption and/or liquidation of such party funds, then the escrow hereunder with respect to such funds shall terminate upon such receipt and the Escrow Agent shall, (a) if such notice is received by 11:00 a.m. (New York time) on a Business Day, on the Business Day such notice is received or (b) otherwise one Business Day after receipt of such notice, redeem or otherwise liquidate the Escrow Funds or designated portion thereof and disburse the Escrow Funds (including any interest or other amounts earned on the Escrow Funds), or designated portion thereof, to, or as directed by, the applicable Legal Entity pursuant to the instructions set forth in such notice; provided that (i) (x) in the case of Escrow Funds of HVF relating to HVF Vehicles, such amount shall be paid to the Collection Account and (yii) in the case of Escrow Funds of HVF relating to HVF Segregated Vehicles that constitute Series-Specific Collateral for a particular Segregated Series of Notes, such amount amount, unless otherwise specified in a Segregated Series Supplement Supplement, shall be paid to the collection account or other account relating to such Segregated Series and (ii) in the case of Escrow Funds of Hertz with respect to GE Financed Vehicles, such amount shall be paid to the GE Collateral AccountSeries. (d) If the Escrow Agent receives a written release notice substantially in the form of Exhibit C hereto stating that a new escrow holder has been appointed pursuant to a new escrow agreement and authorizing termination of the escrow hereunder, signed jointly by or on behalf of authorized representatives of the QI and all Legal Entities and consented to by the Trustee and the GE Collateral AgentTrustee, such party shall release the Escrow Funds (or any portion thereof), in the amounts and to the parties referenced in such notice, and any documentation related to the tax deferred exchange that it may hold. (e) If the Legal Entities terminate this Escrow Agreement pursuant to Section 6.14 hereof6.14, and thereafter the Escrow Agent receives written notice substantially in the form of Exhibit C-1 hereto stating that a new escrow holder has been appointed pursuant to a new escrow agreement following the termination of all or a portion of this Escrow Agreement, the Escrow Agent shall, on the date set forth in such notice, which in no event shall be less than two (2) Business Days following such party’s receipt of such notice, redeem or otherwise liquidate the Escrow Funds with respect to the portion of this Escrow Agreement that was terminated and disburse the Escrow Funds (including any income, interest, or other amounts earned on the Escrow Funds) to such new escrow holder, pursuant to the instructions set forth in such notice. If (i) the Legal Entities terminate all or a portion of this Escrow Agreement pursuant to Section 6.14 hereof or (ii) the Escrow Agent terminates this Escrow Agreement pursuant to Section 6.10 hereof6.10, and thereafter the Escrow Agent receives written notice substantially in the form of Exhibit C-2 hereto stating that a new escrow holder has not been appointed prior to the termination of this Escrow Agreement, the Escrow Agent shall, on the date set forth in such notice, which in no event shall be less than two (2) Business Days following such party’s receipt of such notice, redeem or otherwise liquidate the Escrow Funds with respect to the portion of this Escrow Agreement that was terminated and disburse such Escrow Funds (including any income, interest, or other amounts earned on the Escrow Funds), pursuant to the instructions set forth in such notice. (f) The Escrow Agent will only accept instructions that have been signed by those persons authorized to do so per an authorization in the form of Exhibit B (as such exhibit may be amended and supplemented from time to time). The signatures contained in an authorization in the form of Exhibit B hereto will be considered good and valid for all purposes of this Escrow Agreement until rescinded or modified in writing via a new authorization in the form of Exhibit B delivered to the Escrow Agent. (g) Except as otherwise provided pursuant to Section 3.01, Section 3.02 and Section 3.06(a) hereof and this Section 5.01, the Escrow Funds may not be disbursed under any conditions except those set forth above in this Section 5.01, and the parties agree that neither the QI nor any Legal Entity shall have the authority to direct (and no such direction shall be effective against) the Escrow Agent to disburse Escrow Funds. All disbursements made pursuant to this Escrow Agreement by the Escrow Agent shall be made by wire or other Electronic Funds Transfer unless such party, in its sole discretion, agrees to another method of disbursement.

Distribution of Escrow Funds. The Escrow Agent shall hold the Escrow Funds in its possession until instructed hereunder to deliver the Escrow Funds or any specified portion thereof as follows: (a) If the Escrow Agent receives a request pursuant to Section 3.01 or Section 3.02 hereof authorizing release of the Escrow Funds, or a portion thereof, the Escrow Agent shall, subject to the terms and conditions described in this Escrow Agreement, disburse the Escrow Funds, or designated portion thereof, including any interest or other amounts earned on the Escrow Funds, pursuant to the instructions set forth in such request; provided, however, that other than as set forth in Section 3.01 or Section 3.02 hereof, the Escrow Agent shall have no duty or obligation to verify or confirm any of the information contained in the request. (b) If the Escrow Agent receives written notice substantially in the form of Exhibit A hereto authorizing termination of the escrow hereunder as related to funds that are attributable to designated Relinquished Property and any earnings thereon for failure to identify the Replacement Property with respect to any Relinquished Property within the Identification Period with respect to such Relinquished Property, signed jointly by or on behalf of authorized representatives of the QI and the applicable Legal Entity, the Escrow Agent shall, (a) if such notice is received by 11:00 a.m. (New York time) on a Business Day, on the Business Day such notice is received or (b) otherwise one Business Day after receipt of such notice, redeem or otherwise liquidate the Escrow Funds or designated portion thereof and disburse the Escrow Funds (including any interest or other amounts earned on the Escrow Funds), or designated portion thereof, to, or as directed by, the applicable Legal Entity pursuant to the instructions set forth in such notice; provided that (i) (x) in the case of Escrow Funds of HVF relating to HVF Vehicles (including any funds that are attributable to Relinquished Property relating to such owned by HVF Vehicles and any earnings thereon), such amount shall be paid to the Collection Account and (y) in the case of Escrow Funds of HVF relating to HVF Segregated Vehicles that constitute Series-Specific Collateral for a particular Segregated Series of Notes (including any funds that are attributable to Relinquished Property relating to such HVF Segregated Vehicles and any earnings thereon), such amount unless otherwise specified in a Segregated Series Supplement shall be paid to the collection account or other account relating to such Segregated Series and (ii) in the case of Escrow Funds of Hertz (including any funds that are attributable to Relinquished Property owned by Hertz and any earnings thereon) with respect to GE Financed Vehicles, such amount shall be paid to the GE Collateral Account. (c) If the Escrow Agent receives written notice substantially in the form of Exhibit A hereto authorizing termination of the escrow hereunder, as related to designated Relinquished Property Proceeds, and any Qualified Earnings thereon, for failure to acquire Replacement Property within the Exchange Period, signed jointly by or on behalf of authorized representatives of the QI and the applicable Legal Entity, such party shall, (a) if such notice is received by 11:00 a.m. (New York time) on a Business Day, on the Business Day such notice is received or (b) otherwise one Business Day after receipt of such notice, redeem or otherwise liquidate the Escrow Funds or designated portion thereof and disburse the Escrow Funds (including any interest or other amounts earned on the Escrow Funds), or designated portion thereof, to, or as directed by, the applicable Legal Entity pursuant to the instructions set forth in such notice; provided that that (i) (x) in the case of Escrow Funds of HVF relating to HVF VehiclesHVF, such amount shall be paid to the Collection Account and (y) in the case of Escrow Funds of HVF relating to HVF Segregated Vehicles that constitute Series-Specific Collateral for a particular Segregated Series of Notes, such amount unless otherwise specified in a Segregated Series Supplement shall be paid to the collection account or other account relating to such Segregated Series and (ii) in the case of Escrow Funds of Hertz with respect to GE Financed Vehicles, such amount shall be paid to the GE Collateral Account. (d) If the Escrow Agent receives a written release notice substantially in the form of Exhibit C hereto stating that a new escrow holder has been appointed pursuant to a new escrow agreement and authorizing termination of the escrow hereunder, signed jointly by or on behalf of authorized representatives of the QI and all Legal Entities and consented to by the Trustee and the GE Collateral Agent, such party shall release the Escrow Funds (or any portion thereof), in the amounts and to the parties referenced in such notice, and any documentation related to the tax deferred exchange that it may hold. (e) If the Legal Entities terminate this Escrow Agreement pursuant to Section 6.14 hereof, and thereafter the Escrow Agent receives written notice substantially in the form of Exhibit C-1 hereto stating that a new escrow holder has been appointed pursuant to a new escrow agreement following the termination of all or a portion of this Escrow Agreement, the Escrow Agent shall, on the date set forth in such notice, which in no event shall be less than two (2) Business Days following such party’s receipt of such notice, redeem or otherwise liquidate the Escrow Funds with respect to the portion of this Escrow Agreement that was terminated and disburse the Escrow Funds (including any income, interest, or other amounts earned on the Escrow Funds) to such new escrow holder, pursuant to the instructions set forth in such notice. If (i) the Legal Entities terminate all or a portion of this Escrow Agreement pursuant to Section 6.14 hereof or (ii) the Escrow Agent terminates this Escrow Agreement pursuant to Section 6.10 hereof, and thereafter the Escrow Agent receives written notice substantially in the form of Exhibit C-2 hereto stating that a new escrow holder has not been appointed prior to the termination of this Escrow Agreement, the Escrow Agent shall, on the date set forth in such notice, which in no event shall be less than two (2) Business Days following such party’s receipt of such notice, redeem or otherwise liquidate the Escrow Funds with respect to the portion of this Escrow Agreement that was terminated and disburse such the Escrow Funds (including any income, interest, or other amounts earned on the Escrow Funds), pursuant to the instructions set forth in such notice. (f) The Escrow Agent will only accept instructions that have been signed by those persons authorized to do so per an authorization in the form of Exhibit B (as such exhibit may be amended and supplemented from time to time). The signatures contained in an authorization in the form of Exhibit B hereto will be considered good and valid for all purposes of this Escrow Agreement until rescinded or modified in writing via a new authorization in the form of Exhibit B delivered to the Escrow Agent. (g) Except as otherwise provided pursuant to Section 3.01, Section 3.02 and Section 3.06(a) hereof and this Section 5.01, the Escrow Funds may not be disbursed under any conditions except those set forth above in this Section 5.01, and the parties agree that neither the QI nor any Legal Entity shall have the authority to direct (and no such direction shall be effective against) the Escrow Agent to disburse Escrow Funds. All disbursements made pursuant to this Escrow Agreement by the Escrow Agent shall be made by wire or other Electronic Funds Transfer unless such party, in its sole discretion, agrees to another method of disbursement.

Distribution of Escrow Funds. The Escrow Agent shall hold the Escrow Funds in its possession until instructed hereunder to deliver the Escrow Funds or any specified portion thereof as follows: (a) If the Escrow Agent receives a request pursuant to Section 3.01 or Section 3.02 hereof authorizing release of the Escrow Funds, or a portion thereof, the Escrow Agent shall, subject to the terms and conditions described in this Escrow Agreement, disburse the Escrow Funds, or designated portion thereof, including any interest or other amounts earned on the Escrow Funds, pursuant to the instructions set forth in such request; providedprovided however that, however, that other than as set forth in Section 3.01 or Section 3.02 hereof, the Escrow Agent shall have no duty or obligation to verify or confirm any of the information contained in the request. (b) If In connection with any Escrow Funds attributable to designated Relinquished Property (and any earnings thereon) with respect to which no Replacement Property has been identified within the Identification Period, if the Escrow Agent receives written notice substantially in the form of Exhibit A hereto authorizing termination of the escrow hereunder as related to funds that are attributable to designated Relinquished Property and any earnings thereon for failure to identify the Replacement Property with respect to any Relinquished Property within the Identification Period with respect to such Relinquished Property, signed jointly by or on behalf of authorized representatives of the QI and the applicable Legal EntityEntity authorizing the disbursement, redemption and/or liquidation of such funds, then the escrow hereunder with respect to such funds shall terminate upon such receipt and the Escrow Agent shall, (a) if such notice is received by 11:00 a.m. (New York time) on a Business Day, on the Business Day such notice is received or (b) otherwise one Business Day after receipt of such notice, redeem or otherwise liquidate the Escrow Funds or designated portion thereof and disburse the Escrow Funds (including any interest or other amounts earned on the Escrow Funds), or designated portion thereof, to, or as directed by, the applicable Legal Entity pursuant to the instructions set forth in such notice; provided that (i) (x) in the case of Escrow Funds of HVF relating to HVF Vehicles (including any funds that are attributable to Relinquished Property relating to such HVF Vehicles and any earnings thereon), such amount shall be paid to the Collection Account and (y) in the case of Escrow Funds of HVF relating to HVF Segregated Vehicles that constitute Series-Specific Collateral for a particular Segregated Series of Notes (including any funds that are attributable to Relinquished Property relating to such HVF Segregated Vehicles and any earnings thereon), such amount amount, unless otherwise specified in a Segregated Series Supplement Supplement, shall be paid to the collection account or other account relating to such Segregated Series and (ii) in the case of Escrow Funds of Hertz (including any funds that are attributable to Relinquished Property owned by Hertz and any earnings thereon) with respect to GE Financed Vehicles, such amount shall be paid to the GE Collateral Account. (c) If In connection with any Escrow Funds attributable to designated Relinquished Property Proceeds (and any earnings thereon) with respect to which no Replacement Property has been acquired within the Exchange Period, if the Escrow Agent receives written notice substantially in the form of Exhibit A hereto authorizing termination of the escrow hereunder, as related to designated Relinquished Property Proceeds, and any Qualified Earnings thereon, for failure to acquire Replacement Property within the Exchange Period, signed jointly by or on behalf of authorized representatives of the QI and the applicable Legal EntityEntity authorizing the disbursement, redemption and/or liquidation of such party funds, then the escrow hereunder with respect to such funds shall terminate upon such receipt and the Escrow Agent shall, (a) if such notice is received by 11:00 a.m. (New York time) on a Business Day, on the Business Day such notice is received or (b) otherwise one Business Day after receipt of such notice, redeem or otherwise liquidate the Escrow Funds or designated portion thereof and disburse the Escrow Funds (including any interest or other amounts earned on the Escrow Funds), or designated portion thereof, to, or as directed by, the applicable Legal Entity pursuant to the instructions set forth in such notice; provided that (i) (x) in the case of Escrow Funds of HVF relating to HVF Vehicles, such amount shall be paid to the Collection Account and (y) in the case of Escrow Funds of HVF relating to HVF Segregated Vehicles that constitute Series-Specific Collateral for a particular Segregated Series of Notes, such amount amount, unless otherwise specified in a Segregated Series Supplement Supplement, shall be paid to the collection account or other account relating to such Segregated Series and (ii) in the case of Escrow Funds of Hertz with respect to GE Financed Vehicles, such amount shall be paid to the GE Collateral Account. (d) If the Escrow Agent receives a written release notice substantially in the form of Exhibit C hereto stating that a new escrow holder has been appointed pursuant to a new escrow agreement and authorizing termination of the escrow hereunder, signed jointly by or on behalf of authorized representatives of the QI and all Legal Entities and consented to by the Trustee and the GE Collateral Agent, such party shall release the Escrow Funds (or any portion thereof), in the amounts and to the parties referenced in such notice, and any documentation related to the tax deferred exchange that it may hold. (e) If the Legal Entities terminate this Escrow Agreement pursuant to Section 6.14 hereof6.14, and thereafter the Escrow Agent receives written notice substantially in the form of Exhibit C-1 hereto stating that a new escrow holder has been appointed pursuant to a new escrow agreement following the termination of all or a portion of this Escrow Agreement, the Escrow Agent shall, on the date set forth in such notice, which in no event shall be less than two (2) Business Days following such party’s receipt of such notice, redeem or otherwise liquidate the Escrow Funds with respect to the portion of this Escrow Agreement that was terminated and disburse the Escrow Funds (including any income, interest, or other amounts earned on the Escrow Funds) to such new escrow holder, pursuant to the instructions set forth in such notice. If (i) the Legal Entities terminate all or a portion of this Escrow Agreement pursuant to Section 6.14 hereof or (ii) the Escrow Agent terminates this Escrow Agreement pursuant to Section 6.10 hereof6.10, and thereafter the Escrow Agent receives written notice substantially in the form of Exhibit C-2 hereto stating that a new escrow holder has not been appointed prior to the termination of this Escrow Agreement, the Escrow Agent shall, on the date set forth in such notice, which in no event shall be less than two (2) Business Days following such party’s receipt of such notice, redeem or otherwise liquidate the Escrow Funds with respect to the portion of this Escrow Agreement that was terminated and disburse such Escrow Funds (including any income, interest, or other amounts earned on the Escrow Funds), pursuant to the instructions set forth in such notice. (f) The Escrow Agent will only accept instructions that have been signed by those persons authorized to do so per an authorization in the form of Exhibit B (as such exhibit may be amended and supplemented from time to time). The signatures contained in an authorization in the form of Exhibit B hereto will be considered good and valid for all purposes of this Escrow Agreement until rescinded or modified in writing via a new authorization in the form of Exhibit B delivered to the Escrow Agent. (g) Except as otherwise provided pursuant to Section 3.01, Section 3.02 and Section 3.06(a) hereof and this Section 5.01, the Escrow Funds may not be disbursed under any conditions except those set forth above in this Section 5.01, and the parties agree that neither the QI nor any Legal Entity shall have the authority to direct (and no such direction shall be effective against) the Escrow Agent to disburse Escrow Funds. All disbursements made pursuant to this Escrow Agreement by the Escrow Agent shall be made by wire or other Electronic Funds Transfer unless such party, in its sole discretion, agrees to another method of disbursement.

Distribution of Escrow Funds. The Escrow Agent shall hold the Escrow Funds in its possession until instructed hereunder to deliver the Escrow Funds or any specified portion thereof as follows: (ai) If the Escrow Agent receives a request pursuant to Section 3.01 or Section 3.02 3.1 hereof authorizing release of the Escrow Funds, or a portion thereof, the Escrow Agent shall, subject to the terms and conditions described in this Escrow Agreement, disburse the Escrow Funds, or designated portion thereof, including any interest or other amounts earned on the Escrow Funds, pursuant to the instructions set forth in such request; provided, provided however, that other than as set forth in Section 3.01 or Section 3.02 3.1 hereof, the Escrow Agent shall have no duty or obligation to verify or confirm any of the information contained in the request. (bii) If the Escrow Agent receives written notice substantially in the form of Exhibit A B hereto authorizing termination of the escrow hereunder as related to funds that are attributable to designated Relinquished Property and any earnings thereon for failure to identify the Replacement Property with respect to any Relinquished Property within the Identification Period with respect to such Relinquished Property, signed jointly by or on behalf of authorized representatives of the QI and the applicable Legal EntityExchangor, the Escrow Agent shall, within two (a2) if such notice is received by 11:00 a.m. (New York time) on a Business Day, on the Business Day such notice is received or (b) otherwise one Business Day Days after receipt of such notice, redeem or otherwise liquidate the Escrow Funds or designated portion thereof and disburse the Escrow Funds (including any interest or other amounts earned on the Escrow Funds), or designated portion thereof, to, or as directed by, to the applicable Legal Entity Master Collateral Account pursuant to the instructions set forth in such notice; provided that (i) (x) in the case of Escrow Funds of HVF relating to HVF Vehicles (including any funds that are attributable to Relinquished Property relating to such HVF Vehicles and any earnings thereon), such amount shall be paid to the Collection Account and (y) in the case of Escrow Funds of HVF relating to HVF Segregated Vehicles that constitute Series-Specific Collateral for a particular Segregated Series of Notes (including any funds that are attributable to Relinquished Property relating to such HVF Segregated Vehicles and any earnings thereon), such amount unless otherwise specified in a Segregated Series Supplement shall be paid to the collection account or other account relating to such Segregated Series and (ii) in the case of Escrow Funds of Hertz (including any funds that are attributable to Relinquished Property owned by Hertz and any earnings thereon) with respect to GE Financed Vehicles, such amount shall be paid to the GE Collateral Account. (ciii) If the Escrow Agent receives written notice substantially in the form of Exhibit A D hereto authorizing termination of the escrow hereunder, as related to designated Relinquished Property Proceeds, and any Qualified Earnings thereon, for failure to acquire Replacement Property within the Master Exchange Period, signed jointly by or on behalf of authorized representatives of the QI and the applicable Legal EntityExchangor, such party the Escrow Agent shall, within two (a2) if such notice is received by 11:00 a.m. (New York time) on a Business Day, on the Business Day such notice is received or (b) otherwise one Business Day Days after receipt of such notice, redeem or otherwise liquidate the Escrow Funds or designated portion thereof and disburse the Escrow Funds (including any interest or other amounts earned on the Escrow Funds), or designated portion thereof, to, or as directed by, to the applicable Legal Entity Master Collateral Account pursuant to the instructions set forth in such notice; provided that (i) (x) in the case of Escrow Funds of HVF relating to HVF Vehicles, such amount shall be paid to the Collection Account and (y) in the case of Escrow Funds of HVF relating to HVF Segregated Vehicles that constitute Series-Specific Collateral for a particular Segregated Series of Notes, such amount unless otherwise specified in a Segregated Series Supplement shall be paid to the collection account or other account relating to such Segregated Series and (ii) in the case of Escrow Funds of Hertz with respect to GE Financed Vehicles, such amount shall be paid to the GE Collateral Account. (div) If the Escrow Agent receives a written release notice substantially in the form of Exhibit C E hereto stating that a new escrow holder has been appointed pursuant to a new an escrow agreement substantially in the form of this Escrow Agreement and authorizing termination of the escrow hereunder, signed jointly by or on behalf of authorized representatives of the QI and all Legal Entities and consented to by the Trustee and Exchangor, the GE Collateral Agent, such party Escrow Agent shall release the Escrow Funds (or any portion thereof), in the amounts and to the parties referenced in such notice, and any documentation related to the tax deferred exchange that it may hold. At no time during the transition from existing Escrow Agent to the new Escrow Agent shall the Exchangor have the right to receive, pledge, borrow or otherwise obtain the benefits of the Escrow Funds unless such funds become Additional Subsidies. (ev) If the Legal Entities terminate Exchangor terminates this Escrow Agreement pursuant to Section 6.14 hereof, and thereafter the Escrow Agent receives written notice substantially in the form of Exhibit C-1 E hereto stating that a new escrow holder has been appointed pursuant to a new an escrow agreement substantially in the form of this Escrow Agreement following the termination of all or a portion of this Escrow Agreement, the Escrow Agent shall, on the date set forth in such notice, which in no event shall be less than two (2) Business Days following such partythe Escrow Agent’s receipt of such notice, redeem or otherwise liquidate the Escrow Funds with respect to the portion of this Escrow Agreement that was terminated and disburse the Escrow Funds (including any income, interest, or other amounts earned on the Escrow Funds) to such new escrow holder, pursuant to the instructions set forth in such notice. If (i) the Legal Entities terminate all or a portion of this Escrow Agreement pursuant to Section 6.14 hereof or (ii) the Escrow Agent terminates this Escrow Agreement pursuant to Section 6.10 hereof, and thereafter the Escrow Agent receives written notice substantially in the form of Exhibit C-2 hereto stating that a new escrow holder has not been appointed prior to the termination of this Escrow Agreement, the Escrow Agent shall, on the date set forth in such notice, which in no event shall be less than two (2) Business Days following such party’s receipt of such notice, redeem or otherwise liquidate the Escrow Funds with respect to the portion of this Escrow Agreement that was terminated and disburse such Escrow Funds (including any income, interest, or other amounts earned on the Escrow Funds), pursuant to the instructions set forth in such notice. (fvi) The Escrow Agent will only accept instructions that have been signed by those persons authorized to do so per an authorization in the form of Exhibit B C (as such exhibit may be amended and supplemented from time to time). The signatures contained in an authorization in the form of Exhibit B C hereto will be considered good and valid for all purposes of this Escrow Agreement exhibits until rescinded or modified in writing via a new authorization in the form of Exhibit B C delivered to the Escrow Agent. (gvii) Except as otherwise provided pursuant to Section 3.01, Section 3.02 3.1 and Section 3.06(a3.6(a) hereof and this Section 5.015.1, the Escrow Funds may not be disbursed under any conditions except those set forth above in this Section 5.015.1, and the parties agree that neither the QI nor any Legal Entity the Exchangor shall have the authority to direct (and no such direction shall be effective against) the Escrow Agent to disburse Escrow Funds. All disbursements made pursuant to this Escrow Agreement by the Escrow Agent shall be made by wire wire, ACH or other Electronic Funds Transfer unless such party, in its sole discretion, agrees to another method of disbursementdisbursement or delivery.

Distribution of Escrow Funds. The Escrow Agent shall hold the Escrow Funds in its possession until instructed hereunder to deliver the Escrow Funds or any specified portion thereof as follows: (a) If the Escrow Agent receives a request pursuant to Section 3.01 or Section 3.02 hereof authorizing release of the Escrow Funds, or a portion thereof, the Escrow Agent shall, subject to the terms and conditions described in this Escrow Agreement, disburse the Escrow Funds, or designated portion thereof, including any interest or other amounts earned on the Escrow Funds, pursuant to the instructions set forth in such request; provided, however, that other than as set forth in Section 3.01 or Section 3.02 hereof, the Escrow Agent shall have no duty or obligation to verify or confirm any of the information contained in the request. (b) If the Escrow Agent receives written notice substantially in the form of Exhibit A hereto authorizing termination of the escrow hereunder as related to funds that are attributable to designated Relinquished Property and any earnings thereon for failure to identify the Replacement Property with respect to any Relinquished Property within the Identification Period with respect to such Relinquished Property, signed jointly by or on behalf of authorized representatives of the QI and the applicable Legal Entity, the Escrow Agent shall, (a) if such notice is received by 11:00 a.m. (New York time) on a Business Day, on the Business Day such notice is received or (b) otherwise one Business Day after receipt of such notice, redeem or otherwise liquidate the Escrow Funds or designated portion thereof and disburse the Escrow Funds (including any interest or other amounts earned on the Escrow Funds), or designated portion thereof, to, or as directed by, the applicable Legal Entity pursuant to the instructions set forth in such notice; provided that (i) (x) in the case of Escrow Funds of HVF relating to HVF Vehicles (including any funds that are attributable to Relinquished Property relating to such owned by HVF Vehicles and any earnings thereon), such amount shall be paid to the Collection Account and (y) in the case of Escrow Funds of HVF relating to HVF Segregated Vehicles that constitute Series-Specific Collateral for a particular Segregated Series of Notes (including any funds that are attributable to Relinquished Property relating to such HVF Segregated Vehicles and any earnings thereon), such amount unless otherwise specified in a Segregated Series Supplement shall be paid to the collection account or other account relating to such Segregated Series and (ii) in the case of Escrow Funds of Hertz (including any funds that are attributable to Relinquished Property owned by Hertz and any earnings thereon) with respect to GE Financed Vehicles, such amount shall be paid to the GE Collateral Account. (c) If the Escrow Agent receives written notice substantially in the form of Exhibit A hereto authorizing termination of the escrow hereunder, as related to designated Relinquished Property Proceeds, and any Qualified Earnings thereon, for failure to acquire Replacement Property within the Exchange Period, signed jointly by or on behalf of authorized representatives of the QI and the applicable Legal Entity, such party shall, (a) if such notice is received by 11:00 a.m. (New York time) on a Business Day, on the Business Day such notice is received or (b) otherwise one Business Day after receipt of such notice, redeem or otherwise liquidate the Escrow Funds or designated portion thereof and disburse the Escrow Funds (including any interest or other amounts earned on the Escrow Funds), or designated portion thereof, to, or as directed by, the applicable Legal Entity pursuant to the instructions set forth in such notice; provided that (i) (x) in the case of Escrow Funds funds of HVF relating to HVF VehiclesHVF, such amount shall be paid to the Collection Account and (y) in the case of Escrow Funds of HVF relating to HVF Segregated Vehicles that constitute Series-Specific Collateral for a particular Segregated Series of Notes, such amount unless otherwise specified in a Segregated Series Supplement shall be paid to the collection account or other account relating to such Segregated Series and (ii) in the case of Escrow Funds of Hertz with respect to GE Financed Vehicles, such amount shall be paid to the GE Collateral Account. (d) If the Escrow Agent receives a written release notice substantially in the form of Exhibit C hereto stating that a new escrow holder has been appointed pursuant to a new escrow agreement and authorizing termination of the escrow hereunder, signed jointly by or on behalf of authorized representatives of the QI and all Legal Entities and consented to by the Trustee and the GE Collateral AgentTrustee, such party shall release the Escrow Funds (or any portion thereof), in the amounts and to the parties referenced in such notice, and any documentation related to the tax deferred exchange that it may hold. (e) If the Legal Entities terminate this Escrow Agreement pursuant to Section 6.14 hereof, and thereafter the Escrow Agent receives written notice substantially in the form of Exhibit C-1 hereto stating that a new escrow holder has been appointed pursuant to a new escrow agreement following the termination of all or a portion of this Escrow Agreement, the Escrow Agent shall, on the date set forth in such notice, which in no event shall be less than two (2) Business Days following such party’s receipt of such notice, redeem or otherwise liquidate the Escrow Funds with respect to the portion of this Escrow Agreement that was terminated and disburse the Escrow Funds (including any income, interest, or other amounts earned on the Escrow Funds) to such new escrow holder, pursuant to the instructions set forth in such notice. If (i) the Legal Entities terminate all or a portion of this Escrow Agreement pursuant to Section 6.14 hereof or (ii) the Escrow Agent terminates this Escrow Agreement pursuant to Section 6.10 hereof, and thereafter the Escrow Agent receives written notice substantially in the form of Exhibit C-2 hereto stating that a new escrow holder has not been appointed prior to the termination of this Escrow Agreement, the Escrow Agent shall, on the date set forth in such notice, which in no event shall be less than two (2) Business Days following such party’s receipt of such notice, redeem or otherwise liquidate the Escrow Funds with respect to the portion of this Escrow Agreement that was terminated and disburse such the Escrow Funds (including any income, interest, or other amounts earned on the Escrow Funds), pursuant to the instructions set forth in such notice. (f) The Escrow Agent will only accept instructions that have been signed by those persons authorized to do so per an authorization in the form of Exhibit B (as such exhibit may be amended and supplemented from time to time). The signatures contained in an authorization in the form of Exhibit B hereto will be considered good and valid for all purposes of this Escrow Agreement until rescinded or modified in writing via a new authorization in the form of Exhibit B delivered to the Escrow Agent. (g) Except as otherwise provided pursuant to Section 3.01, Section 3.02 and Section 3.06(a) hereof and this Section 5.01, the Escrow Funds may not be disbursed under any conditions except those set forth above in this Section 5.01, and the parties agree that neither the QI nor any Legal Entity shall have the authority to direct (and no such direction shall be effective against) the Escrow Agent to disburse Escrow Funds. All disbursements made pursuant to this Escrow Agreement by the Escrow Agent shall be made by wire or other Electronic Funds Transfer unless such party, in its sole discretion, agrees to another method of disbursement.

Distribution of Escrow Funds. The Escrow Agent shall hold the Escrow Funds in its possession until instructed hereunder to deliver the Escrow Funds or any specified portion thereof as follows: (ai) If any Selling Shareholder fails to complete the Escrow Agent receives a request submission of its Circular 7 Filing with the relevant PRC Tax authority pursuant to Section 3.01 or Section 3.02 hereof authorizing release of the Escrow Funds, or a portion thereof, the Escrow Agent shall, subject to the terms and conditions described in this Escrow Agreement, disburse the Escrow Funds, or designated portion thereof, including any interest or other amounts earned on the Escrow Funds, pursuant to the instructions set forth in such request; provided, however, that other than as set forth in Section 3.01 or Section 3.02 hereof, the Escrow Agent shall have no duty or obligation to verify or confirm any of the information contained in the request. (b) If the Escrow Agent receives written notice substantially in the form of Exhibit A hereto authorizing termination of the escrow hereunder as related to funds that are attributable to designated Relinquished Property and any earnings thereon for failure to identify the Replacement Property with respect to any Relinquished Property within the Identification Period with respect to such Relinquished Property, signed jointly by or on behalf of authorized representatives of the QI and the applicable Legal Entity, the Escrow Agent shall, (a) if such notice is received by 11:00 a.m. (New York time) on a Business Day, on the Business Day such notice is received or (b) otherwise one Business Day after receipt of such notice, redeem or otherwise liquidate the Escrow Funds or designated portion thereof and disburse the Escrow Funds (including any interest or other amounts earned on the Escrow Funds7.2(ii), or designated portion thereofthen, to, or as directed by, the applicable Legal Entity pursuant to the instructions set forth in such notice; provided that within three (i) (x) in the case of Escrow Funds of HVF relating to HVF Vehicles (including any funds that are attributable to Relinquished Property relating to such HVF Vehicles and any earnings thereon), such amount shall be paid to the Collection Account and (y) in the case of Escrow Funds of HVF relating to HVF Segregated Vehicles that constitute Series-Specific Collateral for a particular Segregated Series of Notes (including any funds that are attributable to Relinquished Property relating to such HVF Segregated Vehicles and any earnings thereon), such amount unless otherwise specified in a Segregated Series Supplement shall be paid to the collection account or other account relating to such Segregated Series and (ii) in the case of Escrow Funds of Hertz (including any funds that are attributable to Relinquished Property owned by Hertz and any earnings thereon) with respect to GE Financed Vehicles, such amount shall be paid to the GE Collateral Account. (c) If the Escrow Agent receives written notice substantially in the form of Exhibit A hereto authorizing termination of the escrow hereunder, as related to designated Relinquished Property Proceeds, and any Qualified Earnings thereon, for failure to acquire Replacement Property within the Exchange Period, signed jointly by or on behalf of authorized representatives of the QI and the applicable Legal Entity, such party shall, (a) if such notice is received by 11:00 a.m. (New York time) on a Business Day, on the Business Day such notice is received or (b) otherwise one Business Day after receipt of such notice, redeem or otherwise liquidate the Escrow Funds or designated portion thereof and disburse the Escrow Funds (including any interest or other amounts earned on the Escrow Funds), or designated portion thereof, to, or as directed by, the applicable Legal Entity pursuant to the instructions set forth in such notice; provided that (i) (x) in the case of Escrow Funds of HVF relating to HVF Vehicles, such amount shall be paid to the Collection Account and (y) in the case of Escrow Funds of HVF relating to HVF Segregated Vehicles that constitute Series-Specific Collateral for a particular Segregated Series of Notes, such amount unless otherwise specified in a Segregated Series Supplement shall be paid to the collection account or other account relating to such Segregated Series and (ii) in the case of Escrow Funds of Hertz with respect to GE Financed Vehicles, such amount shall be paid to the GE Collateral Account. (d) If the Escrow Agent receives a written release notice substantially in the form of Exhibit C hereto stating that a new escrow holder has been appointed pursuant to a new escrow agreement and authorizing termination of the escrow hereunder, signed jointly by or on behalf of authorized representatives of the QI and all Legal Entities and consented to by the Trustee and the GE Collateral Agent, such party shall release the Escrow Funds (or any portion thereof), in the amounts and to the parties referenced in such notice, and any documentation related to the tax deferred exchange that it may hold. (e) If the Legal Entities terminate this Escrow Agreement pursuant to Section 6.14 hereof, and thereafter the Escrow Agent receives written notice substantially in the form of Exhibit C-1 hereto stating that a new escrow holder has been appointed pursuant to a new escrow agreement following the termination of all or a portion of this Escrow Agreement, the Escrow Agent shall, on the date set forth in such notice, which in no event shall be less than two (23) Business Days following after the second anniversary of the Closing, such party’s receipt Selling Shareholder and the Company shall promptly jointly authorize and instruct the relevant bank to release and transfer the then-remaining Escrow Funds from the applicable Joint Bank Account to a bank account of such notice, redeem or otherwise liquidate the Company which the Company has specified in writing. If the Escrow Funds with respect to any Selling Shareholder have been released and transferred to the portion Company in accordance with this Section 7.4(i), following a written notice from the applicable PRC Tax authority that a member of this Escrow Agreement the Company Group is required to pay an amount of Taxes on behalf of such Selling Shareholder in connection with the sale and repurchase of the relevant Repurchased Shares (together with a copy of the written assessment notices issued by such PRC Tax authority), the Company shall promptly provide a written notice to such Selling Shareholder and pay an amount equal to the lower of (x) the amount of such Taxes as notified by the applicable PRC Tax authority and (y) the amount of the Escrowed Funds with respect to such Selling Shareholder that was terminated have been previously released and disburse transferred to the Company. If there is any remaining Escrow Funds after the payment of Taxes (including plus any incomeinterests or fines payable thereon, interestif applicable), or other amounts earned on the Escrow Funds) Company shall release and transfer such surplus amount to a bank account such new escrow holderSelling Shareholder has specified in writing. If the amount paid by the Company is less than the amount of such Taxes as notified by the applicable PRC Tax authority, pursuant the aforementioned Selling Shareholder shall pay such shortfall and any interest and penalties related thereto to the instructions set forth applicable PRC Tax authority and shall remain responsible for any Indemnifiable Loss suffered, incurred or sustained by any Company Indemnified Party or to which such Company Indemnified Party becomes subject, directly or indirectly, in connection with such notice. Tax obligations. (ii) If (i) any Selling Shareholder has completed the Legal Entities terminate all or a portion submission of this Escrow Agreement its Circular 7 Filing with the relevant PRC Tax authority pursuant to Section 6.14 hereof 7.2(ii) but the relevant PRC Tax Authority fails to issue a written assessment or a written determination of Taxes in connection with the Repurchased Shares sold by such Selling Shareholder, then, within three (ii) the Escrow Agent terminates this Escrow Agreement pursuant to Section 6.10 hereof, and thereafter the Escrow Agent receives written notice substantially in the form of Exhibit C-2 hereto stating that a new escrow holder has not been appointed prior to the termination of this Escrow Agreement, the Escrow Agent shall, on the date set forth in such notice, which in no event shall be less than two (23) Business Days following after the first anniversary of the Closing, such party’s receipt of Selling Shareholder and the Company shall promptly jointly authorize and instruct the relevant bank to release and transfer the then-remaining Escrow Funds from the applicable Joint Bank Account to a bank account which such notice, redeem or otherwise liquidate Selling Shareholder has specified in writing. If the Escrow Funds with respect to any Selling Shareholder have been released and transferred to such Selling Shareholder in accordance with this Section 7.4(ii), (x) following a written notice from the portion applicable PRC Tax authority that such Selling Shareholder shall pay an amount of this Escrow Agreement that was terminated Taxes in connection with the sale and disburse such Escrow Funds (including any income, interestrepurchase of the relevant Repurchased Shares, or other amounts earned (y) following a written notice by the Company to such Selling Shareholder that the applicable PRC Tax authority has requested in writing that a member of the Company Group is required to pay an amount of Taxes on behalf of such Selling Shareholder in connection with the Escrow Fundssale and repurchase of the relevant Repurchased Shares, such Selling Shareholder shall promptly use its own funds to pay any such amount to the relevant PRC Tax authority and provide to the Company a copy of tax payment receipt issued by the relevant PRC Tax authority evidencing that any and all Tax required to be paid by such Selling Shareholder (or in the case of clause (y), pursuant to such member of the instructions set forth Company Group ) in such noticeconnection with the sale and repurchase of the relevant Repurchased Shares has been paid in full. (fiii) The Escrow Agent will only accept instructions Upon the delivery by any Selling Shareholder to the Company of a copy of written assessment issued by the relevant PRC Tax authority evidencing its determination that have been signed by those persons authorized no Taxes are due from such Selling Shareholder in connection with the sale and repurchase of the relevant Repurchased Shares, the Company and such Selling Shareholder shall, as soon as practicable (but in any event within three (3) Business Days), jointly authorize and instruct the relevant bank to do so per an authorization in release and transfer to a bank account of the form of Exhibit B (as such exhibit may be amended and supplemented from time to time). The signatures contained in an authorization in Selling Shareholder which the form of Exhibit B hereto will be considered good and valid for all purposes of this Escrow Agreement until rescinded or modified Selling Shareholder has specified in writing via a new authorization in the form of Exhibit B delivered then-remaining Escrow Funds with respect to the Escrow Agentsuch Selling Shareholder. (giv) Except In the event that the relevant PRC Tax authority has made a written determination that a certain amount of Taxes (plus any interests or fines payable thereon, if applicable) is required to be paid by any Selling Shareholder in connection with the sale and repurchase of the Repurchased Shares, such Selling Shareholder shall promptly provide a copy of written notice to the Company of such determination together with a copy of the written assessment notices issued by such PRC Tax authority, whereupon such Selling Shareholder and Company shall promptly (but in any event within three (3) Business Days after its receipt of such written notice) jointly authorize and instruct the relevant bank to: (x) release and transfer from the applicable Joint Bank Account the amount of Taxes (plus any interests or fines payable thereon, if applicable) to a bank account of the relevant PRC Tax authority and (y) to the extent there is any remaining Escrow Funds in such Joint Bank Account after the payment of Taxes (plus any interests or fines payable thereon, if applicable), release and transfer from the Joint Bank Account such surplus amount to a bank account such Selling Shareholder has specified in writing. In the event that the amount of the then-remaining Escrow Funds with respect to any Selling Shareholder is less than the amount of Taxes (plus any interests or fines payable thereon, if applicable) required to be paid by such Selling Shareholder in connection with the sale and repurchase of the relevant Repurchased Shares, such Selling Shareholder shall promptly use its own funds to pay any such shortfall amount to the relevant PRC Tax authority and provide to the Company a copy of tax payment receipt issued by the relevant PRC Tax authority evidencing that any and all Tax required to be paid by such Selling Shareholder in connection with the sale and repurchase of the relevant Repurchased Shares has been paid in full. (v) For the avoidance of doubt, the Parties agree and acknowledge that, in the event that any Selling Shareholder breaches any provisions of this Section 7.4 (including by failing to timely complete the actions required by this Section 7.4) and the relevant PRC Tax authority imposes any interests, fines or other penalties upon such Selling Shareholder and/or any member of the Company Group as a result thereof or there are any other Taxes related to the relevant Consideration paid to such Selling Shareholder or otherwise provided with respect to the transaction contemplated hereby, such Selling Shareholder shall bear and pay any such interests, fines other penalties and Taxes and indemnify the Company Indemnified Party pursuant to Section 3.01, Section 3.02 8.1(i) and Section 3.06(aotherwise in accordance with this Agreement. (vi) hereof The fees and this Section 5.01, expenses of each Joint Bank Account shall be borne by the Escrow Funds may not be disbursed under any conditions except those set forth above in this Section 5.01relevant Selling Shareholder that designates a joint signatory to such Joint Bank Account, and the parties agree that neither the QI nor any Legal Entity shall have the authority to direct (and no such direction Selling Shareholders shall be effective against) jointly responsible for the Escrow Agent to disburse Escrow Funds. All disbursements made pursuant to this Escrow Agreement by fees and expenses for the Escrow Agent shall be made by wire or other Electronic Funds Transfer unless such party, in its sole discretion, agrees to another method engagement of disbursementthe Filing Agent.