Common use of Establishment of Escrow Account Clause in Contracts

Establishment of Escrow Account. (a) Each Shareholder and RSI are contemporaneously with the execution and delivery of this Agreement by each of the parties delivering the number of Indemnification Shares and/or the amount of Cash Collateral set forth opposite its name on Schedule A hereto to the Escrow Agent for deposit into separate escrow accounts (each, an "Escrow Account" and collectively, the "Escrow Accounts") by the Escrow Agent and the Escrow Agent hereby acknowledges receipt of the same. All Indemnification Shares and Cash Collateral in the Escrow Accounts shall be available for distribution by the Escrow Agent, subject to the provisions of this Agreement, to reimburse any RSI Indemnitee or any Shareholder Indemnitee, as the case may be, in respect of any Losses that are indemnifiable pursuant to this Agreement. Notwithstanding the escrow of the Indemnification Shares, dividends and other distributions declared and paid on Indemnification Shares held in escrow shall continue to be paid by HQGW to the respective Shareholders and RSI, all voting rights with respect to such shares shall inure to the benefit of and be enjoyed by the respective Shareholders and RSI, and such Shareholders and RSI shall be the legal and beneficial owners of such shares for all purposes subject to the terms of this Agreement; provided, that the parties agree that (i) the Surviving Corporation shall deposit with the Escrow Agent any securities issued to the Shareholders or RSI in respect of any Indemnification Shares held in escrow as a result of a stock split or combination of shares of Voting Common Stock or Non-Voting Common Stock, as the case may be, payment of a stock dividend or other stock distribution made without receipt of consideration therefor in or on the Voting Common Stock or Non-Voting Common Stock, as the case may be, or change of shares of the Voting Common Stock or Non-Voting Common Stock, as the case may be, into any other securities pursuant to or as part of a business combination or otherwise, and (ii) such securities shall be held by the Escrow Agent as, and shall be included within the definition of, Indemnification Shares, as the case may be; provided, however, notwithstanding the foregoing proviso, to the extent that any such distribution of securities is properly taxable as a dividend for federal income tax purposes, HQGW shall distribute such securities to the respective Shareholders and RSI. The Escrow Agent agrees that it shall invest any Cash Collateral in an interest-bearing money market account. The Escrow Agent shall not have any liability for any loss sustained as a result of any investment made pursuant to the preceding sentence or as a result of any liquidation of any such investment prior to its maturity. Any interest earned on any Cash Collateral shall not be used to increase the amount of the Escrow Account of any party hereto and shall be paid to the applicable depositor of the Escrow Account from time to time upon demand, to the extent possible.

Establishment of Escrow Account. (a) Each Shareholder and RSI are contemporaneously On or prior to the commencement of the Offering, the Company shall establish an interest-bearing escrow account with the execution and delivery Escrow Agent, which escrow account shall be entitled “Escrow Account for the Benefit of this Agreement by each Subscribers to Shares of CNL Macquarie Global Growth Trust, Inc.” (the parties delivering the number of Indemnification Shares and/or the amount of Cash Collateral set forth opposite its name on Schedule A hereto to the Escrow Agent for deposit into separate escrow accounts (each, an "“Escrow Account" ”). This Agreement shall be effective on the Effective Date and collectively, the "Escrow Accounts") by Company shall notify the Escrow Transfer Agent and the Escrow Agent hereby acknowledges receipt of the sameEffective Date of the registration statement. All Indemnification Shares and Cash Collateral monies deposited in the Escrow Accounts shall be available Account are hereinafter referred to as the “Escrowed Funds.” The Company will cause the Soliciting Dealers to instruct subscribers to make Payments for distribution by subscriptions payable to the order of UMB Bank, N.A., Escrow AgentAgent for CNL Macquarie Global Growth Trust, subject Inc. until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant to the provisions of this AgreementSection 5(a) below. From and after such time, to reimburse any RSI Indemnitee or any Shareholder Indemnitee, as the case may be, in respect of any Losses that are indemnifiable pursuant to this Agreement. Notwithstanding the escrow of the Indemnification Shares, dividends and other distributions declared and paid on Indemnification Shares held in escrow shall continue to be paid by HQGW to the respective Shareholders and RSI, all voting rights with respect to such shares shall inure to the benefit of and be enjoyed by the respective Shareholders and RSI, and such Shareholders and RSI shall be the legal and beneficial owners of such shares for all purposes subject to the terms of this Agreement; provided, that the parties agree that (i) the Surviving Corporation shall deposit with the Escrow Agent any securities issued shall promptly return to the Shareholders or RSI in respect of Transfer Agent for deposit into an account designated by the Company any Indemnification Shares held in escrow as a result of a stock split or combination of shares of Voting Common Stock or Non-Voting Common Stock, as the case may be, payment of a stock dividend or other stock distribution made without receipt of consideration therefor in or on the Voting Common Stock or Non-Voting Common Stock, as the case may be, or change of shares of the Voting Common Stock or Non-Voting Common Stock, as the case may be, into any other securities pursuant to or as part of a business combination or otherwise, and (ii) such securities shall be held Payments received by the Escrow Agent asor deposited into the Escrow Agent’s account, and shall be included within the definition of, Indemnification Shares, as the case may be; provided, however, notwithstanding the foregoing proviso, pursuant to Section 5(d) below. Any Payments received prior to the extent time, if any, that any such distribution of securities is properly taxable as a dividend for federal income tax purposes, HQGW shall distribute such securities the Escrowed Funds are deliverable to the respective Shareholders and RSI. The Escrow Agent agrees Company pursuant to the provisions of Section 5(a) below that it shall invest any Cash Collateral in an interest-bearing money market account. The are made payable to a party other than the Escrow Agent shall not have any liability for any loss sustained as a result of any investment made pursuant be returned to the preceding sentence or as Soliciting Dealer who submitted the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 broker-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealers. In such case, the Soliciting Dealer will collect the proceeds of the subscribers’ Payments and issue a result Payment made payable to the order of any liquidation of any such investment prior to its maturity. Any interest earned on any Cash Collateral shall not be used to increase the Escrow Agent for the aggregate amount of the Escrow Account of any party hereto and subscription proceeds, which proceeds shall be paid deposited the same as other Payments pursuant to the applicable depositor of the Escrow Account from time to time upon demand, to the extent possibleSection 2 below.

Establishment of Escrow Account. (a) Each Shareholder and RSI are contemporaneously On or prior to the commencement of the Offering, the Company shall establish an interest-bearing escrow account with the execution and delivery Escrow Agent, which escrow account shall be entitled “Escrow Account for the Benefit of this Agreement by each Subscribers to Shares of CNL Macquarie Global Income Trust, Inc.” (the parties delivering the number of Indemnification Shares and/or the amount of Cash Collateral set forth opposite its name on Schedule A hereto to the Escrow Agent for deposit into separate escrow accounts (each, an "“Escrow Account" ”). This Agreement shall be effective on the Effective Date and collectively, the "Escrow Accounts") by Company shall notify the Escrow Transfer Agent and the Escrow Agent hereby acknowledges receipt of the sameEffective Date of the registration statement. All Indemnification Shares and Cash Collateral monies deposited in the Escrow Accounts shall be available Account are hereinafter referred to as the “Escrowed Funds.” The Company will cause the Soliciting Dealers to instruct subscribers to make Payments for distribution by subscriptions payable to the order of UMB Bank, N.A., Escrow AgentAgent for CNL Macquarie Global Income Trust, subject Inc. until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant to the provisions of this AgreementSection 5(a) below. From and after such time, to reimburse any RSI Indemnitee or any Shareholder Indemnitee, as the case may be, in respect of any Losses that are indemnifiable pursuant to this Agreement. Notwithstanding the escrow of the Indemnification Shares, dividends and other distributions declared and paid on Indemnification Shares held in escrow shall continue to be paid by HQGW to the respective Shareholders and RSI, all voting rights with respect to such shares shall inure to the benefit of and be enjoyed by the respective Shareholders and RSI, and such Shareholders and RSI shall be the legal and beneficial owners of such shares for all purposes subject to the terms of this Agreement; provided, that the parties agree that (i) the Surviving Corporation shall deposit with the Escrow Agent any securities issued shall promptly return to the Shareholders or RSI in respect of Transfer Agent for deposit into an account designated by the Company any Indemnification Shares held in escrow as a result of a stock split or combination of shares of Voting Common Stock or Non-Voting Common Stock, as the case may be, payment of a stock dividend or other stock distribution made without receipt of consideration therefor in or on the Voting Common Stock or Non-Voting Common Stock, as the case may be, or change of shares of the Voting Common Stock or Non-Voting Common Stock, as the case may be, into any other securities pursuant to or as part of a business combination or otherwise, and (ii) such securities shall be held Payments received by the Escrow Agent asor deposited into the Escrow Agent’s account, and shall be included within the definition of, Indemnification Shares, as the case may be; provided, however, notwithstanding the foregoing proviso, pursuant to Section 5(d) below. Any Payments received prior to the extent time, if any, that any such distribution of securities is properly taxable as a dividend for federal income tax purposes, HQGW shall distribute such securities the Escrowed Funds are deliverable to the respective Shareholders and RSI. The Escrow Agent agrees Company pursuant to the provisions of Section 5(a) below that it shall invest any Cash Collateral in an interest-bearing money market account. The are made payable to a party other than the Escrow Agent shall not have any liability for any loss sustained as a result of any investment made pursuant be returned to the preceding sentence or as Soliciting Dealer who submitted the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 broker-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealers. In such case, the Soliciting Dealer will collect the proceeds of the subscribers’ Payments and issue a result Payment made payable to the order of any liquidation of any such investment prior to its maturity. Any interest earned on any Cash Collateral shall not be used to increase the Escrow Agent for the aggregate amount of the Escrow Account of any party hereto and subscription proceeds, which proceeds shall be paid deposited the same as other Payments pursuant to the applicable depositor of the Escrow Account from time to time upon demand, to the extent possibleSection 2 below.

Establishment of Escrow Account. (a) Each Shareholder and RSI are contemporaneously On or prior to the date of the commencement of the Offerings, the parties shall establish a non-interest bearing escrow account with the execution Escrow Agent, which escrow account shall be entitled "Mercer Insurance Group, Inc. Stock Purchase Account" (the "Escrow Acxxxxx"). The Company will instruct subscribers or purchasers to make checks or money orders for subscriptions or purchases payable to "Wilmington Trust Company, as escrow agent for Mercer Insurance Group, Inc." Escrow Agent agrees to hold all funds xxxxxxed by it in escrow for the subscriber or purchaser desiring to purchase Shares in the Offerings or the Third Party Offering. It is understood that all checks or money orders received by the Escrow Agent are subject to clearance time, and delivery of this Agreement by each of the parties delivering funds represented thereby cannot be drawn upon or invested until such time as the number of Indemnification Shares and/or the amount of Cash Collateral set forth opposite its name on Schedule A hereto same constitute good and collected funds. It is also understood that should any checks be returned to the Escrow Agent for deposit into separate escrow accounts (each, an "Escrow Account" and collectivelyas uncollectible, the "Escrow Accounts"Agent is authorized and instructed to charge expenses incurred by the Escrow Agent on such uncollected checks to the Company, and the Company and MMIC hereby jointly and severally agree to pay to the Escrow Agent all such expenses. The Escrow Agent shall redeposit such checks(s) by for collection only upon the verbal or written instruction of the Company; however, in no instance shall the checks(s) be presented for collection more than two (2) times. Should the check(s) be uncollectible after the second presentation, the Escrow Agent shall promptly notify the Company and hold said check(s) until the subscriber or purchaser has replaced the same with a cashier's check or money order or such other form of draft that the Company and the Escrow Agent approve, at which time the Escrow Agent shall as soon as reasonably practicable return said uncollectible check(s) to the subscriber or purchaser. In the event the subscriber or purchaser does not promptly replace said check(s) with a cashier's check or money order or such other form of draft acceptable to the Escrow Agent and the Escrow Agent hereby acknowledges receipt of the same. All Indemnification Shares and Cash Collateral in the Escrow Accounts shall be available for distribution by Company, the Escrow Agent, subject at the instruction of the Company, shall return the check(s) to such subscriber or purchaser. Except pursuant to the provisions of this AgreementCompany's instructions, any checks or money orders received that are made payable to reimburse any RSI Indemnitee or any Shareholder Indemniteea party other than "Wilmington Trust Company, as the case may beescrow agent for Mercer Insurance Group, in respect of any Losses that are indemnifiable pursuant to this Agreement. Notwithstanding the escrow of the Indemnification Shares, dividends and other distributions declared and paid on Indemnification Shares held in escrow shall continue to be paid by HQGW to the respective Shareholders and RSI, all voting rights with respect to such shares shall inure to the benefit of and be enjoyed by the respective Shareholders and RSI, and such Shareholders and RSI Inc." shall be the legal and beneficial owners of such shares for all purposes subject to the terms of this Agreement; provided, that the parties agree that (i) the Surviving Corporation shall deposit with the Escrow Agent any securities issued to the Shareholders or RSI in respect of any Indemnification Shares held in escrow as a result of a stock split or combination of shares of Voting Common Stock or Non-Voting Common Stock, as the case may be, payment of a stock dividend or other stock distribution made without receipt of consideration therefor in or on the Voting Common Stock or Non-Voting Common Stock, as the case may be, or change of shares of the Voting Common Stock or Non-Voting Common Stock, as the case may be, into any other securities pursuant to or as part of a business combination or otherwise, and (ii) such securities shall be held returned by the Escrow Agent asxx xxx subscriber or purchaser submitting such checks or money orders. In such cases, and shall be included within the definition of, Indemnification Shares, as the case may be; provided, however, notwithstanding the foregoing proviso, to the extent that any such distribution of securities is properly taxable as a dividend for federal income tax purposes, HQGW shall distribute such securities to the respective Shareholders and RSI. The Escrow Agent agrees that it shall invest any Cash Collateral in an interest-bearing money market account. The Escrow Agent shall not have any liability for any loss sustained as a result promptly notify the Company of any investment made pursuant to the preceding sentence or as a result of any liquidation of any such investment prior to its maturity. Any interest earned on any Cash Collateral shall not be used to increase the amount of the Escrow Account of any party hereto and shall be paid to the applicable depositor of the Escrow Account from time to time upon demand, to the extent possiblereturn.

Establishment of Escrow Account. (a) Each Shareholder and RSI are contemporaneously On or prior to the commencement of the Offering, the Company shall establish an interest-bearing escrow account with the execution and delivery Escrow Agent, which escrow account shall be entitled “Escrow Account for the Benefit of this Agreement by each Subscribers to Shares of Macquarie CNL Global Income Trust, Inc.” (the parties delivering the number of Indemnification Shares and/or the amount of Cash Collateral set forth opposite its name on Schedule A hereto to the Escrow Agent for deposit into separate escrow accounts (each, an "“Escrow Account" ”). This Agreement shall be effective on the Effective Date and collectively, the "Escrow Accounts") by Company shall notify the Escrow Transfer Agent and the Escrow Agent hereby acknowledges receipt of the sameEffective Date of the registration statement. All Indemnification Shares and Cash Collateral monies deposited in the Escrow Accounts shall be available Account are hereinafter referred to as the “Escrowed Funds.” The Company will cause the Soliciting Dealers to instruct subscribers to make Payments for distribution by subscriptions payable to the order of UMB Bank, N.A., Escrow AgentAgent for Macquarie CNL Global Income Trust, subject Inc. until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant to the provisions of this AgreementSection 5(a) below. From and after such time, to reimburse any RSI Indemnitee or any Shareholder Indemnitee, as the case may be, in respect of any Losses that are indemnifiable pursuant to this Agreement. Notwithstanding the escrow of the Indemnification Shares, dividends and other distributions declared and paid on Indemnification Shares held in escrow shall continue to be paid by HQGW to the respective Shareholders and RSI, all voting rights with respect to such shares shall inure to the benefit of and be enjoyed by the respective Shareholders and RSI, and such Shareholders and RSI shall be the legal and beneficial owners of such shares for all purposes subject to the terms of this Agreement; provided, that the parties agree that (i) the Surviving Corporation shall deposit with the Escrow Agent any securities issued shall promptly send to the Shareholders or RSI in respect of Transfer Agent for deposit into an account designated by the Company any Indemnification Shares held in escrow as a result of a stock split or combination of shares of Voting Common Stock or Non-Voting Common Stock, as the case may be, payment of a stock dividend or other stock distribution made without receipt of consideration therefor in or on the Voting Common Stock or Non-Voting Common Stock, as the case may be, or change of shares of the Voting Common Stock or Non-Voting Common Stock, as the case may be, into any other securities pursuant to or as part of a business combination or otherwise, and (ii) such securities shall be held Payments received by the Escrow Agent asor deposited into the Escrow Agent’s account, and shall be included within the definition of, Indemnification Shares, as the case may be; provided, however, notwithstanding the foregoing proviso, pursuant to Section 5(d) below. Any Payments received prior to the extent time, if any, that any such distribution of securities is properly taxable as a dividend for federal income tax purposes, HQGW shall distribute such securities the Escrowed Funds are deliverable to the respective Shareholders and RSI. The Escrow Agent agrees Company pursuant to the provisions of Section 5(a) below that it shall invest any Cash Collateral in an interest-bearing money market account. The are made payable to a party other than the Escrow Agent shall not have any liability for any loss sustained as a result of any investment made pursuant be returned to the preceding sentence or as Soliciting Dealer who submitted the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 broker-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealers. In such case, the Soliciting Dealer will collect the proceeds of the subscribers’ Payments and issue a result Payment made payable to the order of any liquidation of any such investment prior to its maturity. Any interest earned on any Cash Collateral shall not be used to increase the Escrow Agent for the aggregate amount of the Escrow Account of any party hereto and subscription proceeds, which proceeds shall be paid deposited the same as other Payments pursuant to the applicable depositor of the Escrow Account from time to time upon demand, to the extent possibleSection 2 below.

Establishment of Escrow Account. (a) Each Shareholder and RSI are contemporaneously On or prior to the date of the commencement of the Offerings, the parties shall establish an escrow account with the execution Escrow Agent, which escrow account shall be entitled "Xxxxxx Insurance Group, Inc. Stock Purchase Account" (the "Escrow Account"). The Company will instruct subscribers or purchasers to make checks or money orders for subscriptions or purchases payable to "Xxxxxx Insurance Group, Inc." Escrow Agent agrees to hold all funds received by it in escrow for the subscriber or purchaser desiring to purchase Shares in the Offerings. It is understood that all checks or money orders received by the Escrow Agent are subject to clearance time, and delivery of this Agreement by each of the parties delivering funds represented thereby cannot be drawn upon or invested until such time as the number of Indemnification Shares and/or the amount of Cash Collateral set forth opposite its name on Schedule A hereto same constitute good and collected funds. It is also understood that should any checks be returned to the Escrow Agent for deposit into separate escrow accounts (each, an "Escrow Account" and collectivelyas uncollectible, the "Escrow Accounts"Agent is authorized and instructed to charge expenses incurred by the Escrow Agent on such uncollected checks to the Company, and the Company hereby agrees to pay to the Escrow Agent all such expenses. The Escrow Agent shall redeposit such checks(s) by for collection only upon the verbal or written instruction of the Company; however, in no instance shall the checks(s) be presented for collection more than two (2) times. Should the check(s) be uncollectible after the second presentation, the Escrow Agent shall promptly notify the Company and hold said check(s) until the subscriber or purchaser has replaced the same with a cashier's check or money order or such other form of draft that the Company and the Escrow Agent approve, at which time the Escrow Agent shall as soon as reasonably practicable return said uncollectible check(s) to the subscriber or purchaser. In the event the subscriber or purchaser does not promptly replace said check(s) with a cashier's check or money order or such other form of draft acceptable to the Escrow Agent and the Escrow Agent hereby acknowledges receipt of the same. All Indemnification Shares and Cash Collateral in the Escrow Accounts shall be available for distribution by Company, the Escrow Agent, subject at the instruction of the Company, shall return the check(s) to such subscriber or purchaser. Except pursuant to the provisions of this AgreementCompany's instructions, to reimburse any RSI Indemnitee checks or any Shareholder Indemnitee, as the case may be, in respect of any Losses money orders received that are indemnifiable pursuant made payable to this Agreement. Notwithstanding the escrow of the Indemnification Sharesa party other than "Xxxxxx Insurance Group, dividends and other distributions declared and paid on Indemnification Shares held in escrow shall continue to be paid by HQGW to the respective Shareholders and RSI, all voting rights with respect to such shares shall inure to the benefit of and be enjoyed by the respective Shareholders and RSI, and such Shareholders and RSI Inc." shall be the legal and beneficial owners of such shares for all purposes subject to the terms of this Agreement; provided, that the parties agree that (i) the Surviving Corporation shall deposit with the Escrow Agent any securities issued to the Shareholders or RSI in respect of any Indemnification Shares held in escrow as a result of a stock split or combination of shares of Voting Common Stock or Non-Voting Common Stock, as the case may be, payment of a stock dividend or other stock distribution made without receipt of consideration therefor in or on the Voting Common Stock or Non-Voting Common Stock, as the case may be, or change of shares of the Voting Common Stock or Non-Voting Common Stock, as the case may be, into any other securities pursuant to or as part of a business combination or otherwise, and (ii) such securities shall be held returned by the Escrow Agent as, and shall be included within the definition of, Indemnification Shares, as the case may be; provided, however, notwithstanding the foregoing proviso, to the extent that any subscriber or purchaser submitting such distribution of securities is properly taxable as a dividend for federal income tax purposeschecks or money orders. In such cases, HQGW shall distribute such securities to the respective Shareholders and RSI. The Escrow Agent agrees that it shall invest any Cash Collateral in an interest-bearing money market account. The Escrow Agent shall not have any liability for any loss sustained as a result promptly notify the Company of any investment made pursuant to the preceding sentence or as a result of any liquidation of any such investment prior to its maturity. Any interest earned on any Cash Collateral shall not be used to increase the amount of the Escrow Account of any party hereto and shall be paid to the applicable depositor of the Escrow Account from time to time upon demand, to the extent possiblereturn.

Establishment of Escrow Account. (a) Each Shareholder and RSI are contemporaneously On or prior to the commencement of the Offering, the Company shall establish an interest-bearing escrow account with the execution and delivery Escrow Agent, which escrow account shall be entitled “Escrow Account for the Benefit of this Agreement by each Subscribers to Shares of CNL Diversified Lifestyle Properties, Inc.” (the parties delivering the number of Indemnification Shares and/or the amount of Cash Collateral set forth opposite its name on Schedule A hereto to the Escrow Agent for deposit into separate escrow accounts (each, an "“Escrow Account" ”). This Agreement shall be effective on the Effective Date and collectively, the "Escrow Accounts") by Company shall notify the Escrow Transfer Agent and the Escrow Agent hereby acknowledges receipt of the sameEffective Date. All Indemnification Shares and Cash Collateral monies deposited in the Escrow Accounts shall be available Account are hereinafter referred to as the “Escrowed Funds.” The Company will cause the Soliciting Dealers to instruct subscribers to make Payments for distribution by subscriptions payable to the order of UMB Bank, N.A., Escrow AgentAgent for CNL Diversified Lifestyle Properties, subject Inc. until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant to the provisions of this AgreementSection 4(a) below. From and after such time, to reimburse any RSI Indemnitee or any Shareholder Indemnitee, as the case may be, in respect of any Losses that are indemnifiable pursuant to this Agreement. Notwithstanding the escrow of the Indemnification Shares, dividends and other distributions declared and paid on Indemnification Shares held in escrow shall continue to be paid by HQGW to the respective Shareholders and RSI, all voting rights with respect to such shares shall inure to the benefit of and be enjoyed by the respective Shareholders and RSI, and such Shareholders and RSI shall be the legal and beneficial owners of such shares for all purposes subject to the terms of this Agreement; provided, that the parties agree that (i) the Surviving Corporation shall deposit with the Escrow Agent any securities issued shall promptly send to the Shareholders or RSI in respect of Transfer Agent for deposit into an account designated by the Company any Indemnification Shares held in escrow as a result of a stock split or combination of shares of Voting Common Stock or Non-Voting Common Stock, as the case may be, payment of a stock dividend or other stock distribution made without receipt of consideration therefor in or on the Voting Common Stock or Non-Voting Common Stock, as the case may be, or change of shares of the Voting Common Stock or Non-Voting Common Stock, as the case may be, into any other securities pursuant to or as part of a business combination or otherwise, and (ii) such securities shall be held Payments received by the Escrow Agent as, and shall be included within or deposited into the definition of, Indemnification Shares, as the case may be; provided, however, notwithstanding the foregoing proviso, Escrow Agent’s account pursuant to Section 4(d) below. Any Payments received prior to the extent time, if any, that any such distribution of securities is properly taxable as a dividend for federal income tax purposes, HQGW shall distribute such securities the Escrowed Funds are deliverable to the respective Shareholders and RSI. The Escrow Agent agrees Company pursuant to the provisions of Section 4(a) below that it shall invest any Cash Collateral in an interest-bearing money market account. The are made payable to a party other than the Escrow Agent shall not have any liability for any loss sustained as a result of any investment made pursuant be returned to the preceding sentence or as Soliciting Dealer who submitted the Payment. The Managing Dealer may authorize certain Soliciting Dealers that are “$250,000 broker-dealers” to instruct their customers to make their Payments for Shares subscribed for payable directly to such Soliciting Dealers. In such case, the Soliciting Dealer will collect the proceeds of the subscribers’ Payments and issue a result Payment made payable to the order of any liquidation of any such investment prior to its maturity. Any interest earned on any Cash Collateral shall not be used to increase the Escrow Agent for the aggregate amount of the Escrow Account of any party hereto and subscription proceeds, which proceeds shall be paid deposited the same as other Payments pursuant to the applicable depositor of the Escrow Account from time to time upon demand, to the extent possibleSection 2 below.

Establishment of Escrow Account. (a) Each Shareholder and RSI are contemporaneously On or prior to the date of the commencement of the Offerings, the parties shall establish an escrow account with the execution Escrow Agent ("Escrow Account"). The Company, through the prospectus or otherwise, will instruct subscribers or purchasers to make checks or money orders for subscriptions or purchases payable to the Escrow Agent, for deposit into the Escrow Account and delivery shall return to subscribers for correction of this Agreement any non-conforming instruments or reject the deposits and cause the return of funds to such subscribers or purchasers. Escrow Agent agrees to hold all funds received by each it in escrow for the subscriber or purchaser desiring to purchase Shares in the Offerings until such time as the conditions for release of funds are met. It is understood that all checks or money orders received by the parties delivering Escrow Agent are subject to clearance time, and the number of Indemnification Shares and/or funds represented thereby cannot be drawn upon or invested until such time as the amount of Cash Collateral set forth opposite its name on Schedule A hereto same constitute good and collected funds. It is also understood that should any checks be returned to the Escrow Agent for deposit into separate escrow accounts (each, an "Escrow Account" and collectivelyas uncollectible, the "Escrow Accounts"Agent is authorized and instructed to charge expenses incurred by the Escrow Agent on such uncollected checks to the Company, and the Company hereby agrees to pay to the Escrow Agent all such expenses. The Escrow Agent shall redeposit such checks(s) by for collection only upon the verbal or written instruction of the Company; however, in no instance shall the checks(s) be presented for collection more than two (2) times. Should the check(s) be uncollectible after the second presentation, the Escrow Agent shall promptly notify the Company and hold said check(s) until the subscriber or purchaser has replaced the same with a cashier's check or money order or such other form of draft that the Company and the Escrow Agent approve, at which time the Escrow Agent shall as soon as reasonably practicable return said uncollectible check(s) to the subscriber or purchaser. In lieu thereof, the Company may reject the tendered subscription or purchase. In the event the subscriber or purchaser does not promptly replace said check(s) with a cashier's check or money order or such other form of draft acceptable to the Escrow Agent and the Escrow Agent hereby acknowledges receipt of Company or the same. All Indemnification Shares and Cash Collateral in Company rejects the Escrow Accounts shall be available for distribution by tender, the Escrow Agent, subject to at the provisions of this Agreement, to reimburse any RSI Indemnitee or any Shareholder Indemnitee, as the case may be, in respect of any Losses that are indemnifiable pursuant to this Agreement. Notwithstanding the escrow instruction of the Indemnification SharesCompany, dividends and other distributions declared and paid on Indemnification Shares held in escrow shall continue to be paid by HQGW to return the respective Shareholders and RSI, all voting rights with respect check(s) to such shares shall inure to the benefit of and be enjoyed subscriber or purchaser, accompanied by correspondence approved by the respective Shareholders and RSI, and such Shareholders and RSI shall be the legal and beneficial owners of such shares for all purposes subject to the terms of this Agreement; provided, that the parties agree that (i) the Surviving Corporation shall deposit with the Escrow Agent any securities issued to the Shareholders or RSI in respect of any Indemnification Shares held in escrow as a result of a stock split or combination of shares of Voting Common Stock or Non-Voting Common Stock, as the case may be, payment of a stock dividend or other stock distribution made without receipt of consideration therefor in or on the Voting Common Stock or Non-Voting Common Stock, as the case may be, or change of shares of the Voting Common Stock or Non-Voting Common Stock, as the case may be, into any other securities pursuant to or as part of a business combination or otherwise, and (ii) such securities shall be held by the Escrow Agent as, and shall be included within the definition of, Indemnification Shares, as the case may be; provided, however, notwithstanding the foregoing proviso, to the extent that any such distribution of securities is properly taxable as a dividend for federal income tax purposes, HQGW shall distribute such securities to the respective Shareholders and RSI. The Escrow Agent agrees that it shall invest any Cash Collateral in an interest-bearing money market account. The Escrow Agent shall not have any liability for any loss sustained as a result of any investment made pursuant to the preceding sentence or as a result of any liquidation of any such investment prior to its maturity. Any interest earned on any Cash Collateral shall not be used to increase the amount of the Escrow Account of any party hereto and shall be paid to the applicable depositor of the Escrow Account from time to time upon demand, to the extent possibleCompany.

Establishment of Escrow Account. (a) Each Shareholder and RSI are contemporaneously On or prior to the date of the commencement of the Offerings, the parties shall establish an interest-bearing escrow account with the execution Escrow Agent, which escrow account shall be entitled "NCRIC Group, Inc. Stock Purchase Account" (the "Escrow Account"). NCRIC will instruct subscribers or purchasers to make checks or money orders for subscriptions or purchases payable to "Wilmington Trust Company, escrow agent for NCRIC Group, Inc." Escrow Agent agrees to hold all funds received by it in escrow for the subscriber or purchaser desiring to purchase Shares in the Offerings. It is understood that all checks or money orders received by the Escrow Agent are subject to clearance time, and delivery of this Agreement by each of the parties delivering funds represented thereby cannot be drawn upon or invested until such time as the number of Indemnification Shares and/or the amount of Cash Collateral set forth opposite its name on Schedule A hereto same constitute good and collected funds. It is also understood that should any checks be returned to the Escrow Agent for deposit into separate escrow accounts (each, an "Escrow Account" and collectivelyas uncollectible, the "Escrow Accounts") Agent is authorized and instructed to charge expenses incurred by the Escrow Agent and the Escrow Agent hereby acknowledges receipt of the same. All Indemnification Shares and Cash Collateral in the Escrow Accounts shall be available for distribution by the Escrow Agent, subject on such uncollected checks to the provisions of this Agreement, to reimburse any RSI Indemnitee or any Shareholder Indemnitee, as the case may be, in respect of any Losses that are indemnifiable pursuant to this Agreement. Notwithstanding the escrow of the Indemnification Shares, dividends and other distributions declared and paid on Indemnification Shares held in escrow shall continue to be paid by HQGW to the respective Shareholders and RSI, all voting rights with respect to such shares shall inure to the benefit of and be enjoyed by the respective Shareholders and RSI, and such Shareholders and RSI shall be the legal and beneficial owners of such shares for all purposes subject to the terms of this Agreement; provided, that the parties agree that (i) the Surviving Corporation shall deposit with the Escrow Agent any securities issued to the Shareholders or RSI in respect of any Indemnification Shares held in escrow as a result of a stock split or combination of shares of Voting Common Stock or Non-Voting Common Stock, as the case may be, payment of a stock dividend or other stock distribution made without receipt of consideration therefor in or on the Voting Common Stock or Non-Voting Common Stock, as the case may be, or change of shares of the Voting Common Stock or Non-Voting Common Stock, as the case may be, into any other securities pursuant to or as part of a business combination or otherwise, and (ii) such securities shall be held by the Escrow Agent as, and shall be included within the definition of, Indemnification Shares, as the case may be; provided, however, notwithstanding the foregoing proviso, to the extent that any such distribution of securities is properly taxable as a dividend for federal income tax purposes, HQGW shall distribute such securities to the respective Shareholders and RSI. The Escrow Agent agrees that it shall invest any Cash Collateral in an interest-bearing money market accountNCRIC. The Escrow Agent shall redeposit such checks(s) for collection only upon the verbal instruction of NCRIC; however, in no instance shall the checks(s) be presented for collection more than two (2) times. Should the check(s) be uncollectible after the second presentation, the Escrow Agent shall promptly notify NCRIC and hold said check(s) until the subscriber or purchaser has replaced the same with a cashier's check or money order or such other form of draft that NCRIC and the Escrow Agent approve, at which time the Escrow Agent shall as soon as practicable return said uncollectible check(s) to the subscriber or purchaser. In the event the subscriber or purchaser does not have any liability for any loss sustained as promptly replace said check(s) with a result cashier's check or money order or such other form of any investment made draft acceptable to the Escrow Agent and NCRIC, the Escrow Agent shall return the check(s) to such subscriber or purchaser. Except pursuant to the preceding sentence NCRIC's instructions, any checks or as money orders received that are made payable to a result of any liquidation of any such investment prior to its maturity. Any interest earned on any Cash Collateral party other than "Wilmington Trust Company, escrow agent for NCRIC Group, Inc." shall not be used to increase the amount of returned by the Escrow Account of any party hereto and shall be paid Agent to the applicable depositor of subscriber or purchaser submitting such checks or money orders. In such cases, the Escrow Account from time to time upon demand, to the extent possibleAgent shall promptly notify NCRIC of such return.

Establishment of Escrow Account. (a) Each Shareholder and RSI are contemporaneously On or prior to the date of the commencement of the Offerings, the parties shall establish an escrow account with the execution Escrow Agent (“Escrow Account”). The Company, through the prospectus or otherwise, will instruct subscribers or purchasers to make checks or money orders for subscriptions or purchases payable to the Escrow Agent, for deposit into the Escrow Account and delivery shall return to subscribers for correction of this Agreement any non-conforming instruments or reject the deposits and cause the return of funds to such subscribers or purchasers. Escrow Agent agrees to hold all Note Certificates and funds received by each it in escrow for the subscriber or purchaser desiring to purchase Shares in the Offerings until such time as the conditions for release of the parties delivering Note Certificates and funds are met. It is understood that all checks or money orders received by the number of Indemnification Shares and/or Escrow Agent are subject to clearance time, and the amount of Cash Collateral set forth opposite its name on Schedule A hereto funds represented thereby cannot be drawn upon or invested until such time as the same constitute good and collected funds. It is also understood that should any checks be returned to the Escrow Agent for deposit into separate escrow accounts (each, an "Escrow Account" and collectivelyas uncollectible, the "Escrow Accounts"Agent is authorized and instructed to charge expenses incurred by the Escrow Agent on such uncollected checks to the Company, and the Company hereby agrees to pay to the Escrow Agent all such expenses. The Escrow Agent shall redeposit such checks(s) by for collection only upon the verbal or written instruction of the Company; however, in no instance shall the checks(s) be presented for collection more than two (2) times. Should the check(s) be uncollectible after the second presentation, the Escrow Agent shall promptly notify the Company and hold said check(s) until the subscriber or purchaser has replaced the same with a cashier’s check or money order or such other form of draft that the Company and the Escrow Agent approve, at which time the Escrow Agent shall as soon as reasonably practicable return said uncollectible check(s) to the subscriber or purchaser. In lieu thereof, the Company may reject the tendered subscription or purchase. In the event the subscriber or purchaser does not promptly replace said check(s) with a cashier’s check or money order or such other form of draft acceptable to the Escrow Agent and the Escrow Agent hereby acknowledges receipt of Company or the same. All Indemnification Shares and Cash Collateral in Company rejects the Escrow Accounts shall be available for distribution by tender, the Escrow Agent, subject to at the provisions of this Agreement, to reimburse any RSI Indemnitee or any Shareholder Indemnitee, as the case may be, in respect of any Losses that are indemnifiable pursuant to this Agreement. Notwithstanding the escrow instruction of the Indemnification SharesCompany, dividends and other distributions declared and paid on Indemnification Shares held in escrow shall continue to be paid by HQGW to return the respective Shareholders and RSI, all voting rights with respect check(s) to such shares shall inure to the benefit of and be enjoyed subscriber or purchaser, accompanied by correspondence approved by the respective Shareholders and RSI, and such Shareholders and RSI shall be the legal and beneficial owners of such shares for all purposes subject to the terms of this Agreement; provided, that the parties agree that (i) the Surviving Corporation shall deposit with the Escrow Agent any securities issued to the Shareholders or RSI in respect of any Indemnification Shares held in escrow as a result of a stock split or combination of shares of Voting Common Stock or Non-Voting Common Stock, as the case may be, payment of a stock dividend or other stock distribution made without receipt of consideration therefor in or on the Voting Common Stock or Non-Voting Common Stock, as the case may be, or change of shares of the Voting Common Stock or Non-Voting Common Stock, as the case may be, into any other securities pursuant to or as part of a business combination or otherwise, and (ii) such securities shall be held by the Escrow Agent as, and shall be included within the definition of, Indemnification Shares, as the case may be; provided, however, notwithstanding the foregoing proviso, to the extent that any such distribution of securities is properly taxable as a dividend for federal income tax purposes, HQGW shall distribute such securities to the respective Shareholders and RSI. The Escrow Agent agrees that it shall invest any Cash Collateral in an interest-bearing money market account. The Escrow Agent shall not have any liability for any loss sustained as a result of any investment made pursuant to the preceding sentence or as a result of any liquidation of any such investment prior to its maturity. Any interest earned on any Cash Collateral shall not be used to increase the amount of the Escrow Account of any party hereto and shall be paid to the applicable depositor of the Escrow Account from time to time upon demand, to the extent possibleCompany.

Establishment of Escrow Account. On or prior to the Effective Date (a) Each Shareholder as defined below), the Company and RSI are contemporaneously the Managing Dealers shall establish an interest-bearing escrow account with the execution Escrow Agent, which escrow account shall be entitled “Wachovia Bank - Orange Hospitality Escrow Account” (the “Escrow Account”). All monies deposited in the Escrow Account are hereinafter referred to as the “Escrowed Funds.” The Managing Dealers will, and delivery of this Agreement by each will cause selected broker-dealers acting as Soliciting Dealers to, instruct subscribers to make checks for subscriptions payable to the order of the parties delivering Escrow Account. Any checks received that are made payable to a payee other than the number Escrow Account shall be returned to the Soliciting Dealer or Managing Dealer who submitted the check. The Managing Dealers may authorize certain Soliciting Dealers which are “$250,000 broker-dealers” to instruct their customers to make their checks for Shares subscribed for payable directly to the Soliciting Dealer. In such case, the Soliciting Dealer will collect the proceeds of Indemnification Shares and/or the subscribers’ checks and issue a check made payable to the order of the Escrow Agent for the aggregate amount of Cash Collateral set forth opposite its name on Schedule A hereto the subscription proceeds. Alternatively, any of the Managing Dealers and Soliciting Dealers which are “$250,000 broker-dealers” who collect subscription funds for the purchase of Shares from their respective customers may remit such funds by wire transfer to the Escrow Agent for deposit into separate escrow accounts (each, an "credit to the Escrow Account" and collectively, the "Escrow Accounts") in accordance with wire transfer procedures to be established by the Escrow Agent Company and the Escrow Agent hereby acknowledges receipt of the same. All Indemnification Shares and Cash Collateral in the Escrow Accounts shall be available for distribution by the Escrow Agent, subject to the provisions of this Agreement, to reimburse any RSI Indemnitee or any Shareholder Indemnitee, as the case may be, in respect of any Losses that are indemnifiable pursuant to this Agreement. Notwithstanding the escrow of the Indemnification Shares, dividends and other distributions declared and paid on Indemnification Shares held in escrow shall continue to be paid by HQGW to the respective Shareholders and RSI, all voting rights with respect to such shares shall inure to the benefit of and be enjoyed by the respective Shareholders and RSI, and such Shareholders and RSI shall be the legal and beneficial owners of such shares for all purposes subject to the terms of this Agreement; provided, that the parties agree that (i) the Surviving Corporation shall deposit with the Escrow Agent any securities issued to the Shareholders or RSI in respect of any Indemnification Shares held in escrow as a result of a stock split or combination of shares of Voting Common Stock or Non-Voting Common Stock, as the case may be, payment of a stock dividend or other stock distribution made without receipt of consideration therefor in or on the Voting Common Stock or Non-Voting Common Stock, as the case may be, or change of shares of the Voting Common Stock or Non-Voting Common Stock, as the case may be, into any other securities pursuant to or as part of a business combination or otherwise, and (ii) such securities shall be held by the Escrow Agent as, and shall be included within the definition of, Indemnification Shares, as the case may be; provided, however, notwithstanding the foregoing proviso, to the extent that any such distribution of securities is properly taxable as a dividend for federal income tax purposes, HQGW shall distribute such securities to the respective Shareholders and RSI. The Escrow Agent agrees that it shall invest any Cash Collateral in an interest-bearing money market account. The Escrow Agent shall not have any liability for any loss sustained as a result of any investment made pursuant to the preceding sentence or as a result of any liquidation of any such investment prior to its maturity. Any interest earned on any Cash Collateral shall not be used to increase the amount of the Escrow Account of any party hereto and shall be paid to the applicable depositor of the Escrow Account from time to time upon demand, to the extent possible.