Common use of Escrow Accounts Clause in Contracts

Escrow Accounts. Notwithstanding the other provisions of this Article I, on the Closing Date, Parent shall (a) deduct from the Initial Aggregate Cash Consideration payable to Stockholders (on a pro rata basis in accordance with each such Stockholder’s Pro Rata Percentage), and deposit with the Escrow Agent, the Working Capital Escrow Amount in immediately available funds into an escrow account (the “Working Capital Escrow Account”) to be established and maintained by the Escrow Agent, (b) deliver to the Escrow Agent a certificate (issued in the name of the Escrow Agent or its nominee) representing fifty percent (50%) of the Escrowed Merger Shares (the “Indemnity Escrow Amount”) into an escrow account (the “Indemnity Escrow Account”) to be established and maintained by the Escrow Agent, and (c) deliver to the Escrow Agent a certificate (issued in the name of the Escrow Agent (the “Special Escrow Amount”) or its nominee) representing fifty percent (50%) of the Escrowed Merger Shares (the “Special Escrow Account”) to be established and maintained by the Escrow Agent, in each case, pursuant to the terms and conditions of an escrow agreement, substantially in the form of Exhibit E attached hereto (with such changes as may be required by the Escrow Agent and reasonably acceptable to Parent and the Stockholder Representative), to be entered into on the Closing Date by Parent, the Stockholder Representative and the Escrow Agent (the “Escrow Agreement”). All fees and expenses of the Escrow Agent shall be paid by Parent.

Escrow Accounts. Notwithstanding 2.1.1 On or prior to the other provisions Issue Date, the Company shall cause to be established with the Escrow Agent one or more Dollar-denominated deposit accounts in Macau in the name of this Article Ithe Company, designated the “Escrow Account” with the account numbers set forth in Exhibit A hereto and may thereafter open further term deposit accounts with the Escrow Agent bearing the same designation (together, the “Escrow Accounts”). The Escrow Accounts shall be used to hold the Note Deposit Amount as set forth in Section 2.1.2 and the Collateral Agent shall have a perfected security interest in the Escrow Accounts, the Note Deposit Amount and any Other Amounts on deposit in each such account on an exclusive basis for the benefit of the Trustee and the holders of the Notes pursuant to the Security Document. The Company shall maintain such Escrow Accounts until they may be closed pursuant to the terms of the Security Document. 2.1.2 The Escrow Accounts shall be used for depositing the Note Deposit Amount on the Closing Issue Date, Parent . The Company shall (a) deduct not have any rights to withdraw any amounts from the Initial Aggregate Cash Consideration payable Escrow Accounts (other than to Stockholders (on a pro rata basis in accordance with each such Stockholder’s Pro Rata Percentagetransfer funds between Escrow Accounts). In addition, and deposit as long as the funds are deposited with the Escrow Agent, the Working Capital Escrow Amount in immediately available funds into an escrow account (the “Working Capital Escrow Account”) to they will be established and maintained invested by the Escrow Agent, (b) deliver to at the instruction of the Company, in cash or Cash Equivalents. Accrued interest and Other Amounts earned on any amounts in the Escrow Agent a certificate Accounts or such investments shall be credited to, and remain in, the Escrow Accounts (issued or be reinvested therein) and can be transferred among Escrow Accounts and otherwise applied like other Escrow Account balances (or such investments) in accordance with this Agreement. Amounts on deposit in the name of the Escrow Agent or its nominee) representing fifty percent (50%) of the Escrowed Merger Shares (the “Indemnity Escrow Amount”) into an escrow account (the “Indemnity Escrow Account”) to Accounts shall be established and maintained by the Escrow Agent, and (c) deliver to the Escrow Agent a certificate (issued in the name of the Escrow Agent (the “Special Escrow Amount”) or its nominee) representing fifty percent (50%) of the Escrowed Merger Shares (the “Special Escrow Account”) to be established and maintained by the Escrow Agent, in each case, pursuant to the terms and conditions of an escrow agreement, substantially in the form of Exhibit E attached hereto (with such changes as may be required released by the Escrow Agent and reasonably acceptable to Parent and the Stockholder Representative), to be entered into on the Closing Signing Date by Parent, as follows (provided that no Special Mandatory Escrow Redemption Event has occurred as described in Section 2.2 hereof): (a) The Note Interest Amount shall be transferred to the Stockholder Representative and account or accounts designated the “Note Interest Reserve Account” with the account numbers set forth in Exhibit A hereof (the distribution among Note Interest Reserve Accounts being at the direction of the Company); and (b) The remaining funds in the Escrow Agent Accounts, after deducting the Note Interest Amount so transferred, shall be transferred to the Note Proceeds Accounts with the account numbers set forth in Exhibit A hereof (the “Escrow Agreement”). All fees and expenses distribution among Note Proceeds Accounts being at the direction of the Escrow Agent shall be paid by ParentCompany).

Escrow Accounts. Notwithstanding the other provisions of this Article I, on the Closing Date, Parent shall (a) deduct from The Escrow Agent will hold (a) the Initial Aggregate Cash Consideration payable to Stockholders (on a pro rata basis in accordance with each such Stockholder’s Pro Rata Percentage), and deposit with the Escrow Agent, the Working Capital Indemnity Escrow Amount in immediately available funds into an escrow account (the “Working Capital Escrow Account”) to be established and maintained by the Escrow Agent, (b) deliver to the Escrow Agent a certificate (issued in the name of the Escrow Agent or its nominee) representing fifty percent (50%) of the Escrowed Merger Shares (the “Indemnity Escrow Amount”) into an escrow account (the “Indemnity Escrow Account”) to be established used in connection with (i) the funding of any shortfall in the Working Capital Escrow Account under the purchase price adjustment described in Sections 2.8 and maintained by 2.9, if applicable, (ii) the Escrow Agentreimbursement obligations pursuant to Section 6.16(b) and (iii) the indemnification obligations set forth in Article VIII, and (c) deliver to the Escrow Agent a certificate (issued described in the name of the Escrow Agent (the “Special Escrow Amount”) or its nominee) representing fifty percent (50%) of the Escrowed Merger Shares (the “Special Escrow Account”) to be established and maintained by the Escrow Agent, in each case, pursuant to the terms and conditions of an escrow agreement, agreement in substantially in the form of Exhibit E attached hereto (as Exhibit E, with such changes modifications as may be required requested by the Escrow Agent and so long as such modifications are reasonably acceptable to each of Parent and the Stockholder Representative), to be entered into on the Closing Date by Parent, the Stockholder Securityholder Representative and the Escrow Agent (the “Escrow Agreement”), and (b) the Working Capital Escrow Amount in an escrow account used in connection with the purchase price adjustment described in Sections 2.8 and 2.9 (the “Working Capital Escrow Account”, together with the Indemnity Escrow Account, the “Escrow Accounts”) and described in the Escrow Agreement. All fees The portion of the Escrow Amounts delivered to, and expenses held by, the Escrow Agent on behalf of each Securityholder shall be determined in accordance such Securityholder’s Pro Rata Percentage. In the event that Backstop Securities are contributed to the Indemnity Escrow Account in accordance with Section 2.1(c)(iv), at any time the Securityholder Representative may (on behalf of the Backstop Investors), at its option, contribute cash to the Indemnity Escrow Account and, upon receipt of such cash by the Escrow Agent, the Escrow Agent shall release to the Backstop Investors Backstop Securities representing an aggregate Face Amount equal to such contributed cash. The Escrow Amounts shall be retained and released by the Escrow Agent in accordance with the terms of this Agreement and the Escrow Agreement. (b) At any time when Backstop Securities are held in the Indemnity Escrow Account, the Securityholder Representative may vote the Backstop Securities in any matter submitted to a vote of the holders of the applicable class of Backstop Securities and subject to the terms and conditions of the Certificate of Designations governing the Backstop Securities, convert the Backstop Securities into shares of Parent’s common stock (the “Parent Common Escrow Shares”) and/or arrange for the sale of the Parent Common Escrow Shares or Backstop Securities as permitted by applicable law and the terms and conditions of the Backstop Securities Agreement and Backstop Registration Rights Agreement (the “Backstop Securities Sale”). In such case, at, and subject to the consummation of, the closing of the Backstop Securities Sale, Parent shall, contemporaneously with the closing of any Backstop Securities Sale, subject to the deposit of the proceeds into the Indemnity Escrow Account pursuant to the proviso below, reissue the Parent Common Escrow Shares or Backstop Securities, as applicable, to the purchaser of such shares; provided, however, that no such sale shall be permitted pursuant to this Agreement if the proceeds from such Backstop Securities Sale paid into the Indemnity Escrow Account after giving effect to the payment of such proceeds into escrow the amount (based on the aggregate Face Amount and accumulated but unpaid dividends on any Backstop Securities and the amount of any cash then held in the Indemnity Escrow Account) then held in the Indemnity Escrow Account would be less than (x) $22,500,000 minus (y) the amount of any previous distributions out of the Indemnity Escrow Account. In the event that any payment of proceeds from such Backstop Securities Sale are in excess of the aggregate Face Amount plus any accumulated but unpaid dividends on the sold Backstop Securities (or, in the case of the sale of Parent Common Escrow Shares, the aggregate Face Amount plus any accumulated but unpaid dividends on the Backstop Securities that were converted into such Parent Common Escrow Shares) the amount of such excess shall be paid by Parentthe purchaser to the Backstop Investors in accordance with their Backstop Securities Percentages and not deposited into the Indemnity Escrow Account.

Escrow Accounts. Notwithstanding Upon the other provisions closing date of this Article Ithe Bonds, on the Closing Date, Parent University and the Finance Authority agree that the Proceeds shall (a) deduct be disbursed as follows upon receipt by the Finance Authority of a Requisition for the principal amount of the Bonds; The University shall submit a Requisition substantially in the form attached as Exhibit “A” to the Trustee through the Finance Authority directing the Trustee to transfer a portion of the Proceeds from the Initial Aggregate Cash Consideration payable to Stockholders (on a pro rata basis Program Account established in accordance with each such Stockholder’s Pro Rata Percentage), and deposit with Sections _______ of the Escrow Agent, the Working Indenture to a "Capital Escrow Amount in immediately available funds into an escrow account (the “Working Capital Projects Escrow Account”) to be established " hereby created and maintained by the Escrow Agent, (b) deliver Agent pursuant to this Escrow Agreement in which such University funds will be held for the Escrow Agent a certificate (issued sole benefit and use of the University for the Project as provided in the name resolution authorizing the Bonds adopted by the Board on July 9, 2021 (the "ENMU Bond Resolution"). The Finance Authority shall transfer a portion of the Escrow Agent or its nominee) representing fifty percent (50%) Proceeds from the Debt Service Reserve Account established in accordance with Sections _____ of the Escrowed Merger Shares (the “Indemnity Escrow Amount”) into an escrow account (the “Indemnity Indenture to a "Reserve Escrow Account”) to be established " hereby created and maintained by the Escrow AgentAgent pursuant to this Escrow Agreement in which the University’s funds will be held for the sole benefit and use of the University as provided in the ENMU Bond Resolution. Once deposited in the respective Escrow Accounts identified in Section 1.a above, and (c) deliver to the Proceeds shall not be commingled with any other proceeds or funds held by the Trustee for any other purpose, including any purpose under the Indenture, nor shall the Proceeds deposited in the Escrow Accounts be commingled, provided, however, that nothing in this Escrow Agreement shall prohibit the Escrow Agent a certificate (issued from investing the Proceeds held in the name Capital Projects Escrow Account together with other proceeds or funds held in capital projects escrow accounts. The Escrow Accounts shall not be subject to warrants, drafts or checks drawn by the University or the Finance Authority but shall be disbursed solely as set out in Sections 5 through 7 of this Escrow Agreement. The Escrow Agent shall provide to the Finance Authority and the Finance Authority shall provide to the University an accounting of the Escrow Agent (the “Special Escrow Amount”) or its nominee) representing fifty percent (50%) Proceeds held on behalf of the Escrowed Merger Shares (the “Special Escrow Account”) to be established and maintained by University in the Escrow Agent, in each case, pursuant to the terms and conditions of an escrow agreement, substantially in the form of Exhibit E attached hereto (with such changes as may be required Accounts upon request. The Proceeds received by the Escrow Agent and reasonably acceptable to Parent and under this Escrow Agreement shall be University funds, but shall not be considered as a banking deposit by the Stockholder Representative)University, to be entered into on the Closing Date by Parent, the Stockholder Representative and the Escrow Agent (shall have no right to title with respect thereto except as Escrow Agent under the “terms of this Escrow Agreement”). All fees and expenses of the The Escrow Agent shall be paid subject to all state and federal law requirements governing the deposit of the Proceeds received from the issuance and sale of taxable bonds. The Finance Authority warrants and the University agrees that the Escrow Accounts are not part of the Trust Estate defined in and subject to the Indenture and are not subject to any lien or security interest created by Parentthe Indenture. Notwithstanding such agreement, the University expressly acknowledges and agrees that its use of the moneys held in the Escrow Accounts is subject to the requirements and restrictions set forth in Sections _______ through ______ of the Indenture (other than Section 5.2(c) with respect to the Reserve Escrow Account).

Escrow Accounts. Notwithstanding (a) At the other provisions of this Article I, on the Closing DateClosing, Parent shall (a) deduct from deposit, or cause to be deposited, the Initial Aggregate Cash Consideration payable to Stockholders (on a pro rata basis in accordance with each such Stockholder’s Pro Rata Percentage), and deposit Holdback Amount with the Escrow Agent in three separate escrow accounts. The parties shall instruct the Escrow Agent to invest the Holdback Amount as directed by Parent and the Securityholder Agent (by mutual agreement), provided such investments shall be limited to direct obligations of the United States of America, obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, commercial paper rated A-1 or P-1 by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Rating Group, respectively, or certificates of deposit issued by a commercial bank having at least $25 billion in assets; provided, further, that the foregoing investment limitations may be modified by mutual agreement of Parent and the Securityholder Agent. (i) The Escrow Cash shall be deposited in the Escrow Fund, which shall be used to pay Losses, if any, incurred by Parent or the Working Capital Escrow Surviving Corporation. (ii) The Securityholders’ Amount shall be deposited in immediately available funds into an escrow account (the “Working Capital Escrow AccountSecurityholders’ Fund”) ), which shall be used to be established reimburse the Securityholder Agent for out-of-pocket costs and maintained expenses incurred in the performance of his or her duties hereunder, including fees of attorneys and accountants employed by the Escrow Securityholder Agent necessary to discharge his or her duties as Securityholder Agent on behalf of the Securityholders as set forth herein. For the avoidance of doubt, the Securityholder Agent may, at any time on or after the second (2nd) Business Day following the date that all amounts are paid pursuant to Section 3.05(i), and in the Securityholder Agent’s sole discretion, (b) deliver to direct the Escrow Agent a certificate (issued to distribute funds from the Securityholders’ Fund to the Securityholders, provided that any such distribution shall be made on the basis of each Securityholder’s Pro Rata Share in the name of the Escrow Agent or its nomineeSecurityholders’ Fund. (iii) representing fifty percent (50%) of the Escrowed Merger Shares (the “Indemnity Escrow Amount”) into The Adjustment Reserve Amount shall be deposited in an escrow account (the “Indemnity Escrow AccountAdjustment Reserve Fund”) ), which shall be used to pay Parent the Net Adjustment Amount, if such amount is negative, and promptly after all payments have been made as required by Section 3.05(i), any amounts remaining in the Adjustment Reserve Fund shall be established and maintained paid by the Escrow AgentAgent as set forth in Section 3.04(i). (b) Each of the Escrow Fund, the Securityholders’ Fund and the Adjustment Reserve Fund shall be held as a trust fund and shall not be subject to any Lien, attachment or other judicial process of any creditor of any Person, and shall be held and disbursed solely for the purposes and in accordance with the terms hereof and of the Escrow Agreement. (c) deliver to The interests of the Securityholders in the Escrow Agent a certificate (issued Fund, the Securityholders’ Fund and the Adjustment Reserve Fund shall not be assignable or transferable, whether directly, indirectly or by operation of law, except in the name event of death of a Securityholder to such Securityholder’s estate, personal representative or heirs by will or the Escrow Agent (laws of descent and distribution; provided, however, that as a condition to any such transfer the “Special Escrow Amount”transferee(s) or its nominee) representing fifty percent (50%) of the Escrowed Merger Shares (the “Special Escrow Account”) to be established and maintained by the Escrow Agent, in each case, pursuant shall hold such interests subject to the terms and conditions of an escrow agreement, substantially in the form of Exhibit E attached hereto (with such changes as may be required by the Escrow Agent and reasonably acceptable to Parent and the Stockholder Representative), to be entered into on the Closing Date by Parent, the Stockholder Representative this Agreement and the Escrow Agent (the “Escrow Agreement”). All fees and expenses of the Escrow Agent shall be paid by Parent.

Escrow Accounts. Notwithstanding (a) Buyer shall place the Indemnity Deposit Amount into an escrow account (or separate escrow accounts) (the "Indemnification Escrow Account") pursuant to the Escrow Agreement (as defined below). Subject to the other provisions of this Article ISection 2.4, on the Closing DateIndemnity Deposit Amount shall be maintained to provide Buyer with payment of indemnification claims that may become owing by the Class A Unit Holders under the provisions of this Agreement. Such escrow will be established pursuant to an escrow agreement, Parent shall dated the date hereof (athe "Escrow Agreement") deduct from among Buyer, Sellers, Young and Comerica Securities, Inc. (the Initial Aggregate Cash Consideration payable "Escrow Agent") in a form agreed to Stockholders (on a pro rata basis in accordance with each such Stockholder’s Pro Rata Percentage)by Buyer, Sellers, Young and deposit with the Escrow Agent. The Indemnity Deposit Amount, together with the Working Capital McEntire Indemnity Escrow Amount in immediately available funds into an escrow account (the “Working Capital Escrow Account”) Share to be established and maintained by the Escrow Agent, (b) deliver delivered to the Escrow Agent a certificate (issued xxxxxxxx to Section 2A.4, constitute the Indemnification Escrow Amount. On the first anniversary of the Closing and subject to the last sentence of this Section 2.4(a), any portion of the Indemnification Escrow Amount that has not been released to Buyer for the payment of such amounts as may be due under Section 9.2 and are not subject to pending indemnification claims shall be released to the Class A Unit Holders in their respective percent participation in the name Indemnification Escrow Account and in accordance with the terms of the Escrow Agent or its nominee) representing fifty percent (50%) Agreement. Any portion of the Escrowed Merger Shares (Indemnification Escrow Amount that is not so released pending an indemnification claim shall be released when the “Indemnity Escrow Amount”) into an escrow account (the “Indemnity Escrow Account”claim is resolved. Anything in this Section 2.4(a) to be established the contrary notwithstanding, (i) the Tax Contingency Escrow Amount shall remain in the Indemnification Escrow Account until the later to occur of (x) the lapse of all applicable statutes of limitations for any claims relating to the Contingent Tax Liabilities or (y) the final termination of any audit relating to the Contingent Tax Liabilities if such audit shall have commenced prior to the occurrence of (x); provided that, after the first anniversary of the Closing, the Class A Unit Holders may substitute for the Tax Contingency Amount in escrow an irrevocable letter of credit for the benefit of Buyer in a form reasonably satisfactory to Buyer, for a term no shorter than the term that would have applied to the escrow of such Tax Contingency Amount in the absence of such substitution and maintained in an amount equal to the Tax Contingency Escrow Amount and (ii) the Lease Claims Amount shall remain in the Indemnification Escrow Account until the earlier to occur of (x) the receipt by Buyer of releases duly executed by the lessors under the Transferred Leases, releasing each member of the ProTrader Group, which is the lessee or is otherwise liable under the applicable Transferred Lease from the Lease Claims, (y) the lapse of all applicable statutes of limitations for any claims relating to the Lease Claims or (z) the termination of all Transferred Leases and the receipt by Buyer of evidence (in a form reasonably satisfactory to Buyer) that all rent owed and other amounts due under the Transferred Leases have been paid in full. (b) Unless the purchase of the Houston Interests is consummated at or prior to the Closing, Buyer also shall place the Houston Deposit Amount in separate subaccounts of the Indemnification Escrow AgentAccount (or in separate escrow accounts) pursuant to the Escrow Agreement. The Houston Deposit Amount, and (c) deliver together with the McEntire Houston Escrow Share to be delivered to the Escrow Agent puxxxxxx xo Section 2A.4, constitute the Houston Interests Escrow Amount. The Houston Interests Escrow Amount shall be used to compensate Buyer for, or to allow Buyer to pay on behalf of itself or the ProTrader Group, any liability relating to the subject matter of Section 5.7 and shall be maintained until the closing of the purchase of Houston Interests pursuant to Section 5.7. Buyer, Sellers and Young agree that the Houston Interests Escrow Amount (i) does not represent an acknowledgement on the part of any Party on the amount of any potential liability to the Trader Group and (ii) is substantially in excess of any such potential liability. Notwithstanding the preceding sentence, Buyer, Sellers and Young agree that Buyer shall be entitled to obtain up to the full amount of the Houston Interests Escrow Amount in order to compensate Buyer for, or to allow Buyer to pay on behalf of itself or the ProTrader Group, any liability relating to the subject matter of Section 5.7. Any portion of the Houston Interests Escrow Amount that has not been released to Buyer and is not subject to a certificate pending claim shall be released to Sellers and Young based on their respective Pro-Rata Portion of such Escrow Amount upon the earlier to occur of (issued i) the consummation of the acquisition of the Houston Interests pursuant to the Tag-Along Agreement or (ii) the lapse of all applicable statutes of limitations for any claim or potential claim under Section 5.7. (c) Buyer also shall place the Contingency Deposit Amount in separate subaccounts of the Indemnification Escrow Account (or in separate escrow accounts) pursuant to the Escrow Agreement. The Contingency Deposit Amount, together with the McEntire Contingency Escrow Share to be delivered to the Escrow Agenx xxxxxxnt to Section 2A.4, constitute the Contingency Escrow Amount. The Contingency Escrow Amount shall be used to compensate Buyer for, or to allow Buyer to pay on behalf of itself or the ProTrader Group, any liability relating to the subject matter of Section 5.10. Buyer, Sellers and Young hereby agree and acknowledge that nothing in this Section 2.4(c) is or shall be deemed an admission or recognition by any Party of liability with respect to any claim or potential claim that may be brought against such Party with respect to the subject matter hereof. In addition, Buyer, Sellers and Young agree that the Contingency Escrow Amount represents a substantial over-collateralization for any foreseeable liability arising out of the subject matter hereof. Notwithstanding the preceding sentence, Buyer, Sellers and Young agree that Buyer shall be entitled to obtain up to the full amount of the Contingency Escrow Amount in order to compensate Buyer for, or to allow Buyer to pay on behalf of itself or the ProTrader Group, any liability relating to the subject matter of Section 5.10. Any portion of the Contingency Escrow Amount not released to Buyer or subject to a pending claim shall be released to Sellers and Young based on their respective Pro-Rata Portion of such Escrow Amount upon the earliest to occur of (i) settlement of all claims arising pursuant to Section 5.10 or (ii) the lapse of all applicable statutes of limitations for any claim or potential claim under Section 5.10. (d) Buyer also shall place the Execution Escrow Amount in escrow, such escrow to be maintained until sixty (60) days after the third anniversary of the Closing Date to provide for the payment of certain minimum commission amounts that will be owed under the Execution Agreement. Such escrow will be established pursuant to the Escrow Agreement. On a monthly basis (and for each month, in no event later than the 15th calendar day of the succeeding month), for every $1 million of Fees (as defined in the name Execution Agreement) accrued under the Execution Agreement, an aggregate of $500,000 from the Execution Escrow Amount shall be released to Burch, Jamail and Overunder, to be divided among them according to txxxx xxxxxxxxve Pro-Rata Shares (as defined in the Execution Agreement). If Buyer or any of its Affiliates have not received the minimum commission payments due under the Execution Agreement within 3 days of such amounts being due, Buyer shall be entitled to obtain payment of all or a portion of such minimum commission payment due from the Execution Escrow Amount. (e) Buyer also shall place the Grigsby Deposit Amount in separate subaccounts of the Indemnificatiox Xxxxxw Account (or in separate escrow accounts) pursuant to the Escrow Agreement. The Grigsby Deposit Amount, together with the McEntire Grigsby Escrow Shxxx xx be delivered to the Escrow Agent (puxxxxxx xo Xxxxxxn 2A.4 constitutes the “Special Grigsby Escrow Amount”. The Grigsby Escrow Amount shall be used to coxxxxxxxe Buyer for, or to axxxx Xxyer to pay on behalf of itself or the ProTrader Group, any amounts owed to Grigsby (whether under the Redemption Agreement or otherwise) or its nomineein excxxx xx the Redemption Obligation Amount (x) representing fifty percent (50%) by any member of the Escrowed Merger Shares ProTrader Group or (y) by Buyer as the “Special result of the transactions contemplated by this Agreement. Buyer, Sellers and Young hereby agree and acknowledge that nothing in this Section 2.4(e) is or shall be deemed an admission or recognition by any Party of liability with respect to any claim or potential claim that may be brought against such Party with respect to the subject matter hereof. Notwithstanding the preceding sentence, Buyer, Sellers and Young agree that Buyer shall be entitled to obtain up to the full amount of the Grigsby Escrow Account”Amount in order to compensate Buyer for, or to allow Xxxxx xo pay on behalf of itself or the ProTrader Group, any liability relating to the subject matter hereof. Any portion of the Grigsby Escrow Amount not released to Buyer or subject to a pending xxxxx xhall be released to Sellers and Young based on their respective Pro-Rata Portion of such Escrow Amount upon the earliest to occur of (i) the settlement of all claims by Grigsby against Buyer or any member of the ProTrader Group or (ii) txx xxxxe of all applicable statutes of limitations for any claim or potential claim that could by brought by Grigsby (x) against any member of the ProTrader Group or (y) against Xxxxx as the result of the transactions contemplated by this Agreement. Notwithstanding any other provision herein to the contrary, the Parties agree that any amounts owed to Buyer pursuant to this Section 2.4(e) shall be established and maintained offset to the extent of any amounts paid by the Escrow Agent, in each case, Grigsby to ProTrader LP or any of its Affiliates pursuant to the indxxxxxxxation provisions of the Grigsby Redemption Agreement. (f) Anything in this Agreemenx xx xxe contrary notwithstanding, the McEntire Indemnity Escrow Share, the McEntire Houston Escrow Share, xxx XxXxtire Contingency Escrow Share xxx xxx McEntire Grigsby Escrow Shxxx xxxxl be deemed to have been deposited xxxx xxcxxx xx of the Closing to cover McEntire's share of the escrow obligations under this Section 2.4 anx xxx Xxxxow Agreement. McEntire hereby agrees to be responsible for, and to pay, his Pro-Raxx Xxxxxon of any payments to be made pursuant to the applicable terms of this Agreement and conditions the Escrow Agreement. In the event Buyer makes a valid claim payable under the Escrow Agreement prior to the actual deposit in escrow of an escrow agreementthe McEntire Indemnity Escrow Share, substantially in the form McEntire Houston Escrow Share, xxx XxXxtire Contingency Escrow Share xxx xxx McEntire Grigsby Escrow Shxxx, XxXntire's Pro-Rata Portion of Exhibit E attached hereto all suxx xxxxxs (with such changes as may xxx "McEntire Escrow Xxxxx Xxxunt") will be required deemed to be deducted from thx xxxxxxable subaccount for the purposes of determining the other Sellers' respective Pro-Rata Portions and the McEntire Purchase Price shall be reduced by the McEntire Escrow Agent Claix Xxxxxx or, if the Second Closing has not occurxxx xx xr before January 2, 2002 (or such later date as mutually agreed by Buyer and reasonably acceptable to Parent and the Stockholder RepresentativeMcEntire), to be entered into on McEntire shall promptly pay the McEntire Escrow Claim Amoxxx xx Xuyex. (g) On or after the Closing Date by Parent, upon three Business Days' notice to Buyer: (i) any Class A Unit Holder may substitute an amount in cash for such Class A Unit Holder's Pro-Rata Portion of the Stockholder Representative shares of Instinet Common Stock then held in escrow pursuant to Section 2.4(a) (or any portion thereof) equal to such Seller's Pro-Rata Portion of $38,478,625.75 less amounts previously paid out pursuant to the indemnification provisions of this Agreement and the Escrow Agent Agreement; (ii) any Seller or Young may substitute an amount in cash for such Person's Pro-Rata Portion of the “shares of Instinet Common Stock then held in escrow pursuant to Section 2.4(b) (or any portion thereof) equal to such Person's Pro-Rata Portion of $9,999,984.07 less amounts previously paid out pursuant to the indemnification provisions of this Agreement and the Escrow Agreement”). All fees and expenses ; and (iii) any Seller or Young may substitute an amount in cash for such Person's Pro-Rata Portion of the shares of Instinet Common Stock then held in escrow pursuant to Section 2.4(e) (or any portion thereof) equal to such Person's Pro-Rata Portion of $381,035.89 less amounts previously paid out pursuant to the indemnification provisions of this Agreement and the Escrow Agent shall be paid by ParentAgreement; (iv) in the event that all of the Instinet Common Stock held in escrow pursuant to Sections 2.4(a), 2.4(b) or 2.4(e) has been substituted with cash pursuant to this Section 2.4(g), any Class A Unit Holder, with respect to Section 2.4(a), or any Seller or Young, with respect to Sections 2.4(b) or 2.4(e), may withdraw such Person's Pro-Rata Portion of any amount then held in such escrow in excess of $50,000,000, with respect to Section 2.4(a), $10,000,000, with respect to Sections 2.4(b) and $381,035.89, with respect to Section 2.4(e).

Escrow Accounts. Notwithstanding (a) Concurrent with the other provisions of this Article I, on the Closing DateEffective Time, Parent shall (a) deduct from the Initial Aggregate Cash Merger Consideration payable due to Stockholders (on a pro rata basis in accordance with each such Stockholder’s Pro Rata Percentage), the Securityholders and deposit with the Escrow AgentTen Million Dollars ($10,000,000) (such amount, the Working Capital “Purchase Price Adjustment Escrow Amount Amount”) in immediately available funds into an escrow account (which may be a sub-account, the “Working Capital Purchase Price Adjustment Escrow Account”) to be established and maintained by the Escrow Agent, (b) deliver to the Escrow Agent a certificate (issued in the name of the Escrow Agent or its nominee) representing fifty percent (50%) of the Escrowed Merger Shares (the “Indemnity Escrow Amount”) into an escrow account (the “Indemnity Escrow Account”) to be established and maintained by the Escrow Agent, and (c) deliver to the Escrow Agent a certificate (issued in the name of the Escrow Agent (the “Special Escrow Amount”) or its nominee) representing fifty percent (50%) of the Escrowed Merger Shares (the “Special Escrow Account”) to be established and maintained by the Escrow Agent, in each case, pursuant to the terms and conditions of an escrow agreement, agreement substantially in the form of Exhibit E attached hereto (hereto, with such changes as may be required by the Escrow Agent and reasonably acceptable to Parent and the Stockholder Representative), to be entered into on the Closing Date by Parent, the Stockholder Representative and the Escrow Agent (the “Escrow Agreement”). Absent fraud, the amounts contained in the Purchase Price Adjustment Escrow Account shall serve as a security for, and, together with the Indemnification Escrow Account, the sole and exclusive source of payment of, Parent’s rights pursuant to Section 1.10, if any. (b) Concurrent with the Effective Time, Parent shall deduct from the Merger Consideration due to the Securityholders and deposit Forty Million Dollars ($40,000,000) (such amount, the “Indemnification Escrow Amount”) in immediately available funds into an escrow account (which may be a sub-account, the “Indemnification Escrow Account”) to be established and maintained by the Escrow Agent pursuant to the terms and conditions of the Escrow Agreement. Absent fraud, the amounts contained in the Indemnification Escrow Account shall serve as a security for, and, (i) together with the Purchase Price Escrow Account, the sole and exclusive source of payment of, Parent’s rights pursuant to Section 1.10, if any, and (ii) the sole and exclusive source of payment of Parent’s rights pursuant to Section 7.03, Section 5.09 or Article IX, if any. (c) All fees fees, costs and expenses of the Escrow Agent pursuant to the Escrow Agreement shall be paid by Parentfrom the Indemnification Escrow Account.

Escrow Accounts. Notwithstanding the other provisions of this Article I, on the Closing Date, Parent shall (a) deduct from On or before the Initial Aggregate Cash Consideration payable Delivery Date, the Master Servicer shall establish, and hereby agrees to Stockholders (on a pro rata basis maintain for the duration of this Agreement, an Escrow Account. The Escrow Account shall be an Eligible Account. The Escrow Account shall consist of one or more subaccounts, each of which shall relate solely to collections with respect to the Mortgage Loans, and funds in accordance with each such Stockholder’s Pro Rata Percentage), and deposit with subaccount in the Escrow AgentAccount shall be held by such Master Servicer for the benefit of the Certificateholders and the related Mortgagors and shall not be commingled with any other moneys. The Master Servicer shall, within five (5) Business Days of the Working Capital establishment thereof, notify the Trustee and the Special Servicer in writing of the location and account number of each subaccount in the Escrow Amount in immediately available funds Account and shall give the Trustee and the Special Servicer written notice of any change of such location or account number on or prior to the date of such change. The Master Servicer shall deposit into an escrow account the appropriate subaccount of the related Escrow Account any Escrow Payments that it receives, including, without limitation, (the “Working Capital Escrow Account”i) any Payment Reserve, Repair and Remediation Reserve, Replacement Reserve or Tenant Improvement and Leasing Commissions Reserve required to be established deposited therein on the Applicable Closing Date and maintained by as of each Due Date for a Mortgage Loan and (ii) any related Insurance Proceeds or Condemnation Proceeds. In addition, if the amounts in any subaccount of the Escrow AgentAccount are invested for the benefit of the Master Servicer, such Master Servicer shall deposit into such subaccount out of its own funds an amount representing net losses realized on Permitted Investments with respect to funds in such subaccount. (b) deliver Subject to the Escrow Agent a certificate (issued in the name terms of the Escrow Agent or its nominee) representing fifty percent (50%) of the Escrowed Merger Shares (the “Indemnity Escrow Amount”) into an escrow account (the “Indemnity Escrow Account”) to be established and maintained by the Escrow AgentMortgage Loan Documents, and to applicable Law, any funds in any subaccount of an Escrow Account may be invested by (c) deliver or, if required by such Mortgage Loan Documents or applicable Law, shall be invested by), at the risk of, and for the benefit of, the Master Servicer in Permitted Investments and any such Permitted Investment shall not be sold or disposed of prior to the Escrow Agent a certificate (issued in the name of the Escrow Agent (the “Special Escrow Amount”) or its nominee) representing fifty percent (50%) of the Escrowed Merger Shares (the “Special Escrow Account”) to be established and maintained by the Escrow Agentmaturity. If, in each casehowever, pursuant to the terms and conditions of the related Mortgage Loan Documents, or pursuant to applicable Law, any funds in an Escrow Account are required to be invested for the benefit of the related Mortgagor, the Master Servicer shall so invest such funds. (c) Withdrawals from any subaccount of an escrow agreement, substantially Escrow Account may be made (to the extent amounts have been escrowed for such purpose and to the extent permitted by the related Mortgage Loan Documents) only for the following purposes in the form following order of Exhibit E attached hereto priority: (i) to recoup any amount deposited in such subaccount and not required to be deposited therein or to refund to the related Mortgagor any sums determined to be overages; (ii) to pay interest earned on such account, if any, to itself or to the related Mortgagor as required by subsection (b) above; (iii) from amounts on deposit in such subaccount representing the Payment Reserve for a Mortgage Loan, to effect (by means of deposit to the Collection Account pursuant to Section 4.02(c) hereof) the timely payment of principal or interest on such Mortgage Loan; (iv) to effect the timely payment of taxes, assessments, insurance and other basic carrying costs in connection with the related Mortgage Loan; (v) from amounts on deposit in such changes subaccount representing Insurance Proceeds for a Mortgage Loan, to effect the restoration or repair of the related Mortgaged Property or to release to the related Mortgagor in accordance with the terms of the related Mortgage Loan Documents or, to the extent not expressly provided therein, in accordance with Accepted Servicing Practices or Accepted Special Servicing Practices, as may applicable, and applicable Law; (vi) from amounts on deposit in such subaccount representing Condemnation Proceeds for a Mortgage Loan, to effect the restoration or repair of the related Mortgaged Property or to release to the related Mortgagor in accordance with the terms of the related Mortgage Loan Documents or, to the extent not expressly provided therein, in accordance with Accepted Servicing Practices or Accepted Special Servicing Practices, as applicable, and applicable Law; (vii) without duplication of any amounts otherwise reimbursed pursuant to Section 4.03(a) to the Master Servicer or the Special Servicer, to reimburse the Master Servicer or the Special Servicer, in that order, out of related collections on the related Mortgage Loan for any Servicing Advances made by such Servicer pursuant to this Agreement together with interest at the Advance Rate pursuant to Sections 4.05(c) and 6.10(d), respectively; (viii) upon satisfaction of the conditions relating thereto in the related Mortgage Loan Documents, to disburse to the related Mortgagor any amounts in the Replacement Reserve, the Repair and Remediation Reserve or the Tenant Improvement and Leasing Commissions Reserve required to be so disbursed; or (ix) to clear and terminate such subaccount on payment in full of the related Mortgage or upon termination of this Agreement. (d) To the extent that interest earned on funds in an Escrow Account is insufficient to pay interest on such funds to the related Mortgagor to the extent required by applicable Law, the Master Servicer shall, as part of its servicing duties under this Agreement, pay such interest from its own funds as a Servicing Advance, and shall be entitled to reimbursement therefor pursuant to Section 4.03(a) hereof; provided, however, that the Master Servicer shall not be required by to make a Nonrecoverable Advance. (e) The Master Servicer shall maintain accurate records with respect to each related Mortgaged Property reflecting the Escrow Agent status of taxes, assessments, insurance premiums and reasonably acceptable to Parent other similar items that are or may become a lien thereon and the Stockholder Representative)status of insurance premiums and ground rent, if applicable, payable in respect thereof. The Master Servicer shall obtain, from time to be entered into on time, all bills for the Closing Date by Parentpayment of such items (including renewal premiums) and shall effect timely payment thereof in accordance with the provisions of Section 4.01(c) hereof, employing for such purpose amounts in the Stockholder Representative and related Escrow Account as allowed under the Escrow Agent (the “Escrow Agreement”). All fees and expenses terms of the related Mortgage Loan Documents or, if not paid from amounts on deposit in such Escrow Agent Account, by making a Servicing Advance pursuant to Section 4.01(c) hereof. The Master Servicer shall make such Servicing Advances until a Mortgage Loan becomes a Specially Serviced Mortgage Loan and shall be paid by Parententitled to reimbursement therefore pursuant to Section 4.03(a) or Section 4.06(c).

Escrow Accounts. Notwithstanding (a) Concurrent with the other provisions of this Article I, on the Closing DateEffective Time, Parent shall (a) deduct from the Initial Aggregate Cash Merger Consideration payable due to Stockholders (on a pro rata basis in accordance with each such Stockholder’s Pro Rata Percentage), the Securityholders and deposit with the Escrow AgentTwo Million One Hundred Thirty Thousand Dollars ($2,130,000) (such amount, the Working Capital "Purchase Price Adjustment Escrow Amount Amount") in immediately available funds into an escrow account (which may be a sub-account, the “Working Capital "Purchase Price Adjustment Escrow Account”") to be established and maintained by the Escrow Agent, (b) deliver to the Escrow Agent a certificate (issued in the name of the Escrow Agent or its nominee) representing fifty percent (50%) of the Escrowed Merger Shares (the “Indemnity Escrow Amount”) into an escrow account (the “Indemnity Escrow Account”) to be established and maintained by the Escrow Agent, and (c) deliver to the Escrow Agent a certificate (issued in the name of the Escrow Agent (the “Special Escrow Amount”) or its nominee) representing fifty percent (50%) of the Escrowed Merger Shares (the “Special Escrow Account”) to be established and maintained by the Escrow Agent, in each case, pursuant to the terms and conditions of an escrow agreement, agreement substantially in the form of Exhibit E attached hereto (hereto, with such changes as may be required by the Escrow Agent and reasonably acceptable to Parent and the Stockholder Representative), to be entered into on the Closing Date by Parent, the Stockholder Representative and the Escrow Agent (the “"Escrow Agreement”"). Absent fraud or willful misconduct, the amounts contained in the Purchase Price Adjustment Escrow Account shall serve as a security for, and, together with the Indemnification Escrow Account, the sole and exclusive source of payment of, Parent's rights pursuant to Section 1.10, if any. (b) Concurrent with the Effective Time, Parent shall further deduct from the Merger Consideration due to the Securityholders and deposit Fourteen Million Two Hundred Thousand Dollars ($14,200,000) (such amount, the "Indemnification Escrow Amount") in immediately available funds into a second escrow account (which may be a sub-account, the "Indemnification Escrow Account") to be established and maintained by the Escrow Agent pursuant to the terms and conditions of the Escrow Agreement. Absent fraud or willful misconduct, the amounts contained in the Indemnification Escrow Account shall serve as a security for, and, (i) together with the Purchase Price Adjustment Escrow Account, the sole and exclusive source of payment of, Parent's rights pursuant to Section 1.10, if any, and (ii) the sole and exclusive source of payment of Parent's rights pursuant to Section 7.03 or Article IX, if any. (c) All fees fees, costs and expenses of the Escrow Agent pursuant to the Escrow Agreement shall be paid by Parent.