Common use of Exchange Fund; Exchange Agent Clause in Contracts

Exchange Fund; Exchange Agent. (a) Prior to the REIT Merger Effective Time, Parent shall appoint a bank or trust company reasonably satisfactory to the Company to act as exchange agent (the “Exchange Agent”) for the payment and delivery of the REIT Common Merger Consideration and the REIT Preferred Merger Consideration, as provided in Section 3.1(b) and Section 3.4. On or before the REIT Merger Effective Time, Parent shall deposit, or cause to be deposited, with the Exchange Agent evidence of book-entry Parent Common Shares and Parent Preferred Shares sufficient to pay the REIT Common Merger Consideration and the REIT Preferred Merger Consideration, respectively (such evidence of book-entry Parent Common Shares and book-entry Parent Preferred Shares, the “Aggregate REIT Merger Consideration” and such Aggregate REIT Merger Consideration as deposited with the Exchange Agent, the “Exchange Fund”), in each case, for the benefit of the holders of shares of Company Common Stock, shares of Company Series A Preferred Stock, shares of Company Series C Preferred Stock and shares of Company Restricted Stock. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, payments of the REIT Common Merger Consideration and the REIT Preferred Merger Consideration and any amounts payable in respect of dividends or distributions on Parent Common Shares and/or Parent Preferred Stock in accordance with Section 3.5(d) out of the Exchange Fund in accordance with this Agreement and the REIT Merger Articles of Merger. The Exchange Fund shall not be used for any other purpose. Any and all interest earned on cash deposited in the Exchange Fund shall be paid to the Surviving Entity of the REIT Merger.

Exchange Fund; Exchange Agent. (a) Prior to the REIT Merger Effective Timemailing of the Joint Proxy Statement in a definitive form, Parent shall appoint will designate a bank or trust company reasonably satisfactory acceptable to the Company to act as exchange agent (the “Exchange Agent”) for the payment and delivery of the REIT Common Merger Consideration and the REIT Preferred Merger Fractional Share Consideration, as provided in Section 3.1(bSections 3.1(a)(ii) and Section 3.4. On 3.6. (b) At or before the REIT Merger Effective Time, Parent shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of the Parent Common Shares in book-entry Parent Common Shares form equal to the aggregate shares to be issued as Merger Consideration and Parent Preferred Shares (ii) cash in immediately available funds in an amount sufficient to pay the REIT Common Merger Fractional Share Consideration, the Option Consideration, the Company Dividend Equivalent Consideration and the REIT Preferred Merger Consideration, respectively any dividends or other distributions in accordance with Section 3.2(e) (such evidence of book-entry Parent Common Shares and book-entry Parent Preferred Shares, the “Aggregate REIT Merger Consideration” and such Aggregate REIT Merger Consideration as deposited cash amounts, together with the Exchange Agentany dividends or other distributions with respect thereto, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock, shares Stock and the holders of Company Series A Preferred StockOptions, shares of Company Series C Preferred Stock and shares of Scheduled Company Restricted StockShare Awards and Company RSUs. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, payments make delivery of the REIT Common Merger Consideration and Consideration, payment of the REIT Preferred Merger Fractional Share Consideration, the Option Consideration, the Company Dividend Equivalent Consideration and any amounts payable in respect of dividends or other distributions on Parent Common Shares and/or Parent Preferred Stock in accordance with Section 3.5(d3.2(e) out of the Exchange Fund in accordance with this Agreement and (provided that any amounts payable to holders of Company Equity Awards with respect to whom Company has a Tax withholding obligation shall be paid as applicable to Parent, the REIT Merger Articles Surviving Entity, any of Mergertheir respective Affiliates, or a third-party payroll provider for payment through an applicable payroll system). The Exchange Fund shall not be used for any other purpose. Any and all interest earned on . (c) The cash deposited in portion of the Exchange Fund shall be invested by the Exchange Agent as directed by Parent or the Surviving Entity. Interest and other income on the Exchange Fund shall be the sole and exclusive property of the Surviving Entity and shall be paid to the Surviving Entity as the Surviving Entity directs. No investment of the REIT MergerExchange Fund shall relieve Parent, the Surviving Entity or the Exchange Agent from making the payments required by this Article 3, and following any losses from any such investment, Parent or the Surviving Entity shall promptly provide additional funds to the Exchange Agent to the extent necessary to satisfy Parent’s and the Surviving Entity’s obligations hereunder for the benefit of the holders of shares of Company Common Stock at the Effective Time, which additional funds will be deemed to be part of the Exchange Fund.

Exchange Fund; Exchange Agent. (a) Prior to the REIT Merger Effective Time, Parent shall appoint a bank or trust company reasonably satisfactory to the Company to act as exchange agent (the “Exchange Agent”) for the payment and delivery of the REIT Common Merger Consideration Consideration, the Stock Award Payments and the REIT Preferred Merger Fractional Share Consideration, as provided in Section 3.1(b) ), Section 3.3 and Section 3.43.8. On or before the REIT Merger Effective Time, Parent shall deposit, or cause to be deposited, with the Exchange Agent evidence (i) the shares of book-entry Parent Common Shares and Parent Preferred Shares sufficient to pay the REIT Common Merger Consideration and the REIT Preferred Merger ConsiderationStock Award Payments, respectively and (ii) cash in immediately available funds in an amount sufficient to pay the Fractional Share Consideration (such evidence shares of book-entry Parent Common Shares and book-entry Parent Preferred Sharescash amounts, the “Aggregate REIT Merger Consideration,” and such Aggregate REIT Merger Consideration as deposited with the Exchange Agent, the “Exchange Fund”), in each case, for the benefit of the holders of shares of Company Common Stock, shares of In-The-Money Company Series A Preferred StockOptions, shares of Company Series C Preferred Restricted Stock Units and shares of Company Restricted Stock, and Company Phantom Shares. In the event the Exchange Fund shall be insufficient to make the payments contemplated by Section 3.8, Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payments, without interest. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, payments of the REIT Common Merger Consideration Consideration, amounts in respect of In-The-Money Company Options, Company Restricted Stock Units, shares of Company Restricted Stock and the REIT Preferred Merger Consideration Company Phantom Shares and any amounts payable in respect of dividends or distributions on shares of Parent Common Shares and/or Parent Preferred Stock in accordance with Section 3.5(d3.3(d) or otherwise payable pursuant to Section 3.8 out of the Exchange Fund in accordance with this Agreement and the REIT Merger Articles Certificate of Merger. The Exchange Fund shall not be used for any other purpose. Any and all interest earned on cash deposited in the Exchange Fund shall be paid to the Surviving Entity of the REIT MergerParent.

Exchange Fund; Exchange Agent. (a) Prior to the REIT Merger Effective TimeDST Systems, Parent shall appoint a bank or trust company reasonably satisfactory to the Company Inc. is hereby designated to act as a paying and exchange agent in the Merger (the “"Exchange Agent”) for the payment and delivery of the REIT Common Merger Consideration "), and the REIT Preferred Merger Consideration, as provided Exchange Agent will administer the payments described in Section 3.1(b3.1. (b) and Section 3.4. On At or before the REIT Merger Effective Time, Parent shall deposit, or cause to be deposited, with the Exchange Agent evidence of book-entry Parent Common Shares and Parent Preferred Shares cash in immediately available funds in an amount sufficient to pay the REIT Common Merger Consideration and the REIT Preferred Merger Consideration, respectively (such evidence of book-entry Parent Common Shares and book-entry Parent Preferred Sharescash amount, the “Aggregate REIT Merger Consideration” and such Aggregate REIT Merger Consideration as deposited with the Exchange Agent, the “"Exchange Fund”), in each case, ") for the sole benefit of the holders of shares of Company Common Stock, shares of Company Series A Preferred Stock, shares of Company Series C Preferred Stock and shares of Company Restricted Stock. As soon as reasonably practicable after the Effective Time (but in any event within five (5) Business Days after the Effective Time), Parent and the Surviving Entity shall cause the Exchange Agent to (i) mail to each holder of shares of Company Common Stock and shares of Company Restricted Stock for whom the Exchange Agent does not have either a W-9 on file or a certification from the applicable Company stockholder certifying such stockholder's taxpayer identification number, an instruction request letter (which shall be in customary form and have such other provisions as Parent and Company shall reasonably agree), including instructions for effecting the exchange of shares of Company Common Stock and shares of Company Restricted Stock for the Merger Consideration and (ii) subject to the provisions of this Section 3.3(b) and the receipt of the requirements thereof, make, and the Exchange Agent shall make, payments delivery and disbursement of the REIT Common Merger Consideration and the REIT Preferred Merger Consideration and any amounts payable in respect of dividends or distributions on Parent Common Shares and/or Parent Preferred Stock in accordance with Section 3.5(d) out of the Exchange Fund to the holders of shares of Company Common Stock and shares of Company Restricted Stock in accordance with this Agreement (including, with respect to the Company Restricted Stock, the provisions of Section 3.6) and the REIT Merger Articles of Mergerapplicable documentation agreed upon by Company and the Exchange Agent immediately prior to the Effective Time. The Exchange Fund shall not be used for any other purpose. Any Parent and the Surviving Entity shall take all interest earned on cash deposited in other actions necessary following the Effective Time to cause such deliveries and disbursements of the Merger Consideration out of the Exchange Fund to the holders of shares of Company Common Stock and shares of Company Restricted Stock in accordance with this Agreement and the applicable documentation agreed upon by Company and the Exchange Agent immediately prior to the Effective Time. (c) Prior to the Effective Time, Parent will enter into an exchange and paying agent and nominee agreement with the Exchange Agent or an amendment to Company's existing transfer agency agreement with the Exchange Agent, in either case, in a form reasonably acceptable to Parent and Company (the "Exchange Agent Agreement"), setting forth the procedures to be used in accomplishing the deliveries and other actions contemplated by this Section 3.3 and with investment instructions with respect to any investment of the Exchange Fund, as directed by Parent; provided that such investments shall be in obligations of or guaranteed by the United States of America, in commercial paper obligations rated P-1 or A-1 or better by Xxxxx'x Investors Service, Inc. or Standard & Poor's Corporation, respectively, or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three (3) months, or in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of investment. Interest and other income on the Exchange Fund shall be the sole and exclusive property of the Surviving Entity and shall be paid to the Surviving Entity as the Surviving Entity directs. No investment of the REIT MergerExchange Fund shall relieve the Surviving Entity or the Exchange Agent from making the payments required by this Article 3, and following any losses from any such investment, Parent and the Surviving Entity shall promptly provide additional funds to the Exchange Agent to the extent necessary to satisfy the Surviving Entity's obligations hereunder for the benefit of the holders of shares of Company Common Stock and shares of Company Restricted Stock, which additional funds will be deemed to be part of the Exchange Fund. (d) At any time after the Effective Time, the holders of shares of Company Common Stock and shares of Company Restricted Stock shall only hold the right to receive the Per Share Merger Consideration (as may be adjusted in accordance with Section 2.8) as contemplated by this Article 3. No interest shall be paid or accrued for the benefit of holders of shares of Company Common Stock or shares of Company Common Stock on the Per Share Merger Consideration. (e) Any portion of the Exchange Fund that remains undistributed to the holders of Company Common Stock or holders of Company Restricted Stock for twelve (12) months after the Closing Date shall be delivered to the Surviving Entity upon demand, and any former holders of Company Common Stock or former holders of Company Restricted Stock who have not theretofore complied with this Article 3 shall thereafter look only to the Surviving Entity (and only as general creditors thereof) for payment of the Merger Consideration. (f) None of Parent, Company, the Surviving Entity, the Exchange Agent, or any employee, officer, director, agent or Affiliate thereof, shall be liable to any Person in respect of the Merger Consideration if the Exchange Fund has been delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. Any amounts remaining unclaimed by former holders of any shares of Company Common Stock or former holders of any shares of Company Restricted Stock immediately prior to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Surviving Entity, free and clear of any claims or interest of such holders or their successors, assigns or personal representatives previously entitled thereto. (g) Parent agrees to provide to the Exchange Agent, on a timely basis, all such information that is reasonably necessary to permit the preparation and delivery of 1099s for the year in which the Closing occurs to former stockholders of the Company by the date required by applicable Tax Law, with the cooperation of the investor relations personnel of Black Creek Group (provided that, in the event the Company engages in a BTC Spinoff, the value of BTC Spinco shares for all relevant Tax reporting purposes shall be consistent with the Proxy Statement, the Form 10 and the value BTC Spinco reports to its shareholders).

Exchange Fund; Exchange Agent. (a) Prior Not less than five (5) Business Days prior to the REIT Company Merger Effective Time, Parent shall appoint will designate a bank or trust company reasonably satisfactory acceptable to the Company (it being agreed and understood that Equiniti Trust Company is reasonably acceptable to the Company) to act as exchange agent (the “Exchange Agent”) for the payment and delivery of the REIT Common Merger Consideration and the REIT Preferred Merger Fractional Share Consideration, as provided in Section 3.1(bSections 3.1(a)(ii), 3.1(a)(iii) and Section 3.4. On 3.8. (b) At or before the REIT Company Merger Effective Time, Parent shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of the shares of Parent Common Stock and New Parent Preferred Stock (or depositary shares in respect thereof) in book-entry Parent Common Shares form equal to the aggregate shares to be issued as Merger Consideration and Parent Preferred Shares (ii) cash in immediately available funds in an amount sufficient to pay the REIT Common Merger Fractional Share Consideration, the Company Dividend Equivalent Consideration and the REIT Preferred Merger Consideration, respectively any dividends or other distributions in accordance with Section 3.4(e) (such evidence of book-entry shares of Parent Common Shares and book-entry Stock, New Parent Preferred SharesStock (or depositary shares in respect thereof) and cash amounts, the “Aggregate REIT Merger Consideration” and such Aggregate REIT Merger Consideration as deposited together with the Exchange Agentany dividends or other distributions with respect thereto, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock, shares of Shares and Company Series A D Preferred Stock, shares of Company Series C Preferred Stock Shares and shares the holders of Company Restricted StockShare Awards and Company RSU Awards. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, payments make delivery of the REIT Common Merger Consideration and Consideration, payment of the REIT Preferred Merger Fractional Share Consideration, the Company Dividend Equivalent Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Common Shares and/or Stock or New Parent Preferred Stock in accordance with Section 3.5(d3.4(e) out of the Exchange Fund in accordance with this Agreement Agreement. Notwithstanding the foregoing, any amounts payable to holders of Company Equity Awards with respect to whom the Company or any of its Affiliates has a Tax withholding obligation shall not be deposited with the Exchange Agent and instead shall be paid as applicable by Parent, any of its Affiliates, or a third-party payroll provider to the REIT Merger Articles of Mergerapplicable award holder through an applicable payroll system. The Exchange Fund shall not be used for any other purpose. Any and all interest earned on . (c) The cash deposited in portion of the Exchange Fund shall be invested by the Exchange Agent as directed by Xxxxxx. Interest and other income on the Exchange Fund shall be the sole and exclusive property of Parent and shall be paid to the Surviving Entity Parent as Parent directs. No investment of the REIT MergerExchange Fund shall relieve Parent or the Exchange Agent from making the payments required by this Article 3, and following any losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent to the extent necessary to satisfy Parent’s obligations hereunder for the benefit of the holders of Company Common Shares and Company Series D Preferred Shares at the Company Merger Effective Time, which additional funds will be deemed to be part of the Exchange Fund.

Exchange Fund; Exchange Agent. (a) Prior to the REIT Merger Effective Timemailing of the Joint Proxy Statement, Parent shall appoint will designate a bank or trust company reasonably satisfactory acceptable to the Company to act as exchange agent (the “Exchange Agent”) for the payment and delivery of the REIT Common Merger Consideration and the REIT Preferred Merger Fractional Share Consideration, as provided in Section 3.1(bSections 3.1(a)(ii) and Section 3.4. On 3.6. (b) At or before the REIT Merger Effective Time, Parent shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of the Parent Common Shares in book-entry Parent Common Shares form equal to the aggregate shares to be issued as Merger Consideration and Parent Preferred Shares (ii) cash in immediately available funds in an amount sufficient to pay the REIT Common Merger Fractional Share Consideration and the REIT Preferred Merger Consideration, respectively any dividends under Section 3.2(e) (such evidence of book-entry Parent Common Shares and book-entry Parent Preferred Shares, the “Aggregate REIT Merger Consideration” and such Aggregate REIT Merger Consideration as deposited cash amounts, together with the Exchange Agentany dividends or other distributions with respect thereto, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock, shares of Company Series A Preferred Stock, shares of Company Series C Preferred Stock and shares of Company Restricted Stock. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, payments make delivery of the REIT Common Merger Consideration and Consideration, payment of the REIT Preferred Merger Fractional Share Consideration and any amounts payable in respect of dividends or other distributions on Parent Common Shares and/or Parent Preferred Stock in accordance with Section 3.5(d3.2(e) out of the Exchange Fund in accordance with this Agreement and the REIT Merger Articles of MergerAgreement. The Exchange Fund shall not be used for any other purpose. Any and all interest earned on . (c) The cash deposited in portion of the Exchange Fund shall be invested by the Exchange Agent as directed by Parent or the Surviving Entity. Interest and other income on the Exchange Fund shall be the sole and exclusive property of the Surviving Entity and shall be paid to the Surviving Entity as the Surviving Entity directs. No investment of the REIT MergerExchange Fund shall relieve the Parent, the Surviving Entity or the Exchange Agent from making the payments required by this Article 3, and following any losses from any such investment, the Parent or the Surviving Entity shall promptly provide additional funds to the Exchange Agent to the extent necessary to satisfy the Parent’s and the Surviving Entity’s obligations hereunder for the benefit of the holders of shares of Company Common Stock at the Effective Time, which additional funds will be deemed to be part of the Exchange Fund.

Exchange Fund; Exchange Agent. (a) Prior to the REIT Second Merger Effective Time, Parent shall appoint will designate a bank or trust company reasonably satisfactory acceptable to the Company to act as exchange agent (the “Exchange Agent”) for the payment and delivery of the REIT Common Merger Consideration and the REIT Preferred Merger Consideration, as provided in Sections 3.2(a)(ii), 3.2(a)(iii), Section 3.1(b3.1(a)(iv) and 3.7. Prior to the Second Merger Effective Time, Parent will enter into an exchange agent agreement with the Exchange Agent in a form reasonably acceptable to Company, setting forth the procedures to be used in accomplishing the deliveries and other actions contemplated by this Section 3.4. On 3.3. (b) At or before the REIT Second Merger Effective Time, Parent shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of the Parent Common Shares, shares of Parent Series A Preferred Stock and shares of Parent Series B Preferred Stock in book-entry Parent form equal to the aggregate shares to be issued as the Common Shares Stock Merger Consideration, Series H Preferred Stock Merger Consideration and Parent Series K Preferred Shares Stock Merger Consideration, respectively, and (ii) cash in immediately available funds in an amount sufficient to pay the REIT Common Merger Consideration aggregate cash in lieu of fractional shares pursuant to Section 3.7 and the REIT Preferred Merger Consideration, respectively any dividends or other distributions in accordance with Section 3.3(e) (such evidence of book-entry Parent Common Shares, Parent Preferred Shares and book-entry Parent Preferred Sharescash amounts, the “Aggregate REIT Merger Consideration” and such Aggregate REIT Merger Consideration as deposited together with the Exchange Agentany dividends or other distributions with respect thereto, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Hermes Sub I Common Stock, shares of Company Series Hermes Sub I Class A Preferred Stock, shares of Company Series C Common Stock and Hermes Sub I Preferred Stock and shares the holders of Company Restricted StockStock Awards. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, payments delivery of the REIT Common applicable Merger Consideration Consideration, aggregate cash in lieu of fractional shares pursuant to Section 3.7 and the REIT Preferred Merger Consideration and any amounts payable in respect of dividends or other distributions on Parent Common Shares and/or and Parent Preferred Stock Shares in accordance with Section 3.5(d3.3(e) out of the Exchange Fund in accordance with this Agreement and (provided that any amounts payable to holders of Company Equity Awards with respect to whom Company has a Tax withholding obligation shall be paid as applicable to Parent, the REIT Merger Articles Surviving Entity, any of Mergertheir respective Affiliates, or a third-party payroll provider for payment through an applicable payroll system). The Exchange Fund shall not be used for any other purpose. Any and all interest earned on . (c) The cash deposited in portion of the Exchange Fund shall be invested by the Exchange Agent as directed by Parent or the Surviving Entity. Interest and other income on the Exchange Fund shall be the sole and exclusive property of the Surviving Entity and shall be paid to the Surviving Entity as the Surviving Entity directs. No investment of the REIT MergerExchange Fund shall relieve Parent, the Surviving Entity or the Exchange Agent from making the payments required by this Article 3, and following any losses from any such investment, Parent or the Surviving Entity shall promptly provide additional funds to the Exchange Agent to the extent necessary to satisfy Parent’s and the Surviving Entity’s obligations hereunder for the benefit of the holders of shares of Hermes Sub I Common Stock, Hermes Sub I Class A Common Stock and Hermes Sub I Preferred Stock at the Second Merger Effective Time, which additional funds will be deemed to be part of the Exchange Fund.

Exchange Fund; Exchange Agent. (a) Prior to the REIT Merger Effective Time, Parent LP shall appoint a bank or trust company reasonably satisfactory to the Company to act as exchange agent (the “Exchange Agent”) for the payment and delivery of the REIT Common Merger Consideration and Consideration, the REIT Preferred Merger Consideration, and the Aggregate Cash Consideration, as provided in Section 3.1(b) ), Section 3.4 and Section 3.43.9. On or before the REIT Merger Effective Time, (i) Parent shall transfer to Parent LP, and Parent LP shall deposit, or cause to be deposited, with the Exchange Agent evidence of book-entry Parent Common Shares and Parent Series A Preferred Shares sufficient to pay the REIT Common Merger Consideration and the REIT Preferred Merger Consideration, respectively and (ii) Parent LP shall deposit, or cause to be deposited, with the Exchange Agent, cash in immediately available funds in an amount sufficient to pay the Aggregate Cash Consideration (such evidence of book-entry Parent Common Shares and book-entry Parent Series A Preferred SharesShares and cash amounts, the “Aggregate REIT Merger Consideration” and such Aggregate REIT Merger Consideration as deposited with the Exchange Agent, the “Exchange Fund”), in each case, for the benefit of the holders of shares of Company Common Stock, shares of Company Series A Preferred Stock, shares of Company Series C Preferred Stock and shares of Company Restricted Stock, and Company RSUs. In the event the Exchange Fund shall be insufficient to make the payments contemplated by Section 3.9, Parent LP shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payments. Parent LP shall cause the Exchange Agent to make, and the Exchange Agent shall make, payments of the REIT Common Merger Consideration and the REIT Preferred Merger Consideration and any amounts payable in respect of dividends or distributions on Parent Common Shares and/or Parent Preferred Stock in accordance with Section 3.5(d) or otherwise payable pursuant to Section 3.9 out of the Exchange Fund in accordance with this Agreement and the REIT Merger Articles of Merger. The Exchange Fund shall not be used for any other purpose. Any and all interest earned on cash deposited in the Exchange Fund shall be paid to the Surviving Entity of the REIT Merger.

Exchange Fund; Exchange Agent. (a) Prior to the REIT Merger Effective TimeClosing, Parent shall appoint a bank or trust company reasonably satisfactory to Company and Absorbing Company will designate American Stock Transfer Company, the Company transfer agent of Absorbing Company, to act as a paying and exchange agent in the Merger (the “Exchange Agent”) for the payment and delivery of the REIT Common Merger Consideration ), and the REIT Preferred Merger Consideration, as provided Exchange Agent will administer the transactions described in Section 3.1(b3.1. Prior to the Effective Time, Absorbing Company will enter into an exchange and paying agent agreement with the Exchange Agent, in a form mutually acceptable to Absorbing Company and Company (the “Exchange Agent Agreement”), setting forth the procedures to be used in accomplishing the deliveries and other actions contemplated by this Section 3.2. (b) and Section 3.4. On At or before the REIT Merger Effective Time, Parent Absorbing Company shall deposit, or cause provide to be deposited, with the Exchange Agent evidence (i) authorization to register the Absorbing Company Common Shares being issued as Merger Consideration in the share register and the branch register of Absorbing Company, as required under applicable Law, or in book-entry Parent Common Shares form in the books of the Exchange Agent, each in accordance with the Amended Absorbing Company Articles, and Parent Preferred Shares (ii) cash in immediately available funds in an amount sufficient to pay the REIT Common Merger Fractional Share Consideration and (the REIT Preferred Merger Consideration, respectively (such evidence of book-entry Parent Common Shares and book-entry Parent Preferred Shares, the “Aggregate REIT Merger Consideration” and such Aggregate REIT Merger Consideration as deposited with the Exchange Agentcash amount, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock, shares of Ordinary Shares and Company Series A Preferred Stock, shares of Company Series C Preferred Stock and shares of Company Restricted StockShares. Parent The Surviving Entity shall cause the Exchange Agent to make, and the Exchange Agent shall make, payments delivery of the REIT Common Merger Consideration (through inclusion of the applicable shareholder’s name in the share register or branch register of Absorbing Company, as required under applicable Law, or in the book-entry ledgers of the Exchange Agent, as applicable) and shall make payment of the REIT Preferred Merger Fractional Share Consideration and any amounts payable in respect of dividends or distributions on Parent Common Shares and/or Parent Preferred Stock in accordance with Section 3.5(d) out of the Exchange Fund in accordance with this Agreement and Agreement. (c) The cash portion of the REIT Merger Articles of Merger. The Exchange Fund shall not be used for any invested by the Exchange Agent as directed by the Surviving Entity. Interest and other purpose. Any and all interest earned income on cash deposited in the Exchange Fund shall be the sole and exclusive property of the Surviving Entity and shall be paid to the Surviving Entity, as the Surviving Entity directs. No investment of the REIT MergerExchange Fund shall relieve the Surviving Entity or the Exchange Agent from making the payments required by this Article 3, and following any losses from any such investment, the Surviving Entity shall promptly provide additional funds to the Exchange Agent to the extent necessary to satisfy the Surviving Entity’s obligations hereunder for the benefit of the holders of Company Ordinary Shares and Company Preferred Shares, which additional funds will be deemed to be part of the Exchange Fund. (d) As soon as reasonably practicable after the Effective Time (but in any event within five (5) Business Days after the Effective Time), the Surviving Entity shall cause the Exchange Agent to mail or otherwise make available to each shareholder of Company, a letter of transmittal (a “Letter of Transmittal”) in customary form as prepared by Absorbing Company and reasonably acceptable to Company (which shall specify, among other things, representations and warranties by the signing holder with respect to the unregistered nature of the Absorbing Company Common Shares being delivered in exchange for such holder’s Company Ordinary Shares, similar to those contained in Section 4.5 of the Share Purchase Agreement). (e) Upon submission of a properly completed and validly executed Letter of Transmittal, applicable U.S. Tax Form(s) and such other documents as may reasonably be required by the Exchange Agent, the former shareholder of Company shall be entitled to receive in exchange therefor the portion of the Merger Consideration for each Company Ordinary Share and each Company Preferred Share formerly held by such Person pursuant to the provisions of this Article 3, plus any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 3.4. No interest shall be paid or accrued for the benefit of any former shareholder of Company on the Merger Consideration or the Fractional Share Consideration payable upon the delivery of the Letter of Transmittal, applicable U.S. Tax Form(s) and other applicable documentation. (f) None of Absorbing Company, Company, the Surviving Entity, the Exchange Agent, or any employee, officer, director, agent, other Representative or Affiliate thereof, shall be liable to any Person in respect of the Merger Consideration if the Exchange Fund has been delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. Any amounts remaining unclaimed by holders of any Company Ordinary Shares immediately prior to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Surviving Entity, free and clear of any claims or interest of such holders or their successors, assigns or personal representatives previously entitled thereto.

Exchange Fund; Exchange Agent. (a) Prior to the REIT Merger Effective Timemailing of the Proxy Statement, Parent shall appoint will designate a bank or trust company reasonably satisfactory acceptable to the Company to act as a paying and exchange agent in the REIT Merger (the “Exchange Agent”) for the payment and delivery of the REIT Common Merger Consideration ), and the REIT Preferred Merger Consideration, as provided Exchange Agent will administer the payments described in Section 3.1(b) 3.1 and Section 3.4. On 3.2. (b) At or before the REIT Merger Effective Time, Parent shall deposit, or cause to be deposited, with the Exchange Agent evidence of book-entry Parent Common Shares and Parent Preferred Shares cash in immediately available funds in an amount sufficient to pay the REIT Common Merger Consideration (other than in respect of any Company Equity Awards) and the REIT Preferred Partnership Merger Consideration, respectively Consideration (such evidence of book-entry Parent Common Shares and book-entry Parent Preferred Shares, the “Aggregate REIT Merger Consideration” and such Aggregate REIT Merger Consideration as deposited with the Exchange Agentcash amount, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock, shares of Company Series A Preferred Stock, shares of Company Series C Preferred Stock and shares of Company Restricted StockPartnership Units. Parent Parent, the REIT Surviving Entity and the Partnership Surviving Entity shall cause the Exchange Agent to make, and the Exchange Agent shall make, payments make delivery of the REIT Common Merger Consideration and the REIT Preferred Merger Consideration and any amounts payable (other than in respect of dividends or distributions on Parent Common Shares and/or Parent Preferred Stock in accordance with Section 3.5(dany Company Equity Awards) and the Partnership Merger Consideration out of the Exchange Fund in accordance with this Agreement and the REIT Merger Articles of MergerAgreement. The Exchange Fund shall not be used for any other purpose. (c) The Exchange Fund shall be invested by the Exchange Agent as directed by Parent, on behalf of the REIT Surviving Entity and the Partnership Surviving Entity. Any Interest and all interest earned other income on cash deposited in the Exchange Fund shall be the sole and exclusive property of the REIT Surviving Entity and the Partnership Surviving Entity and shall be paid to the REIT Surviving Entity and the Partnership Surviving Entity, as the applicable Person directs. No investment of the Exchange Fund shall relieve the REIT Surviving Entity, the Partnership Surviving Entity or the Exchange Agent from making the payments required by this Article 3, and following any losses from any such investment, Parent, the REIT Surviving Entity and the Partnership Surviving Entity shall promptly provide additional funds to the Exchange Agent to the extent necessary to satisfy the REIT Surviving Entity’s and the Partnership Surviving Entity’s obligations hereunder for the benefit of the holders of shares of Company Common Stock and/or Company Partnership Units, which additional funds will be deemed to be part of the Exchange Fund. (d) Prior to the REIT Merger Effective Time, Parent will enter into an exchange and paying agent and nominee agreement with the Exchange Agent, in a form reasonably acceptable to Parent and Company, setting forth the procedures to be used in accomplishing the deliveries and other actions contemplated by this Section 3.3. (e) As soon as reasonably practicable after the REIT Merger Effective Time (but in any event within five (5) Business Days after the REIT Merger Effective Time), Parent, the REIT Surviving Entity and the Partnership Surviving Entity shall cause the Exchange Agent to mail to each holder of record of a Certificate or Book-Entry Share, and to each person who immediately prior to the Partnership Merger Effective Time held Company Partnership Units (other than Company): (i) a letter of transmittal (a “Letter of Transmittal”) in customary form as prepared by Parent, the REIT Surviving Entity and the Partnership Surviving Entity and reasonably acceptable to Company (which shall specify, among other things, that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent), (ii) instructions for use in effecting the surrender of the Certificates or the transfer of Book-Entry Shares in exchange for the REIT Per Share Merger Consideration, and (iii) instructions for use in effecting the surrender of Company Partnership Units in exchange for the Partnership Per Share Merger Consideration. (f) Upon (i) surrender of a Certificate (or affidavit of loss in lieu thereof), or transfer of any Book-Entry Share or Company Partnership Unit to the Exchange Agent, as applicable, together with a Letter of Transmittal properly completed and validly executed in accordance with the instructions thereto, or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of transfer of a Book-Entry Share of Company Partnership, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate, Book-Entry Share or Company Partnership Unit shall be entitled to receive in exchange therefor the REIT Per Share Merger Consideration or the Partnership Per Share Merger Consideration, as applicable, for each share of Company Common Stock formerly represented by such Certificate or Book-Entry Share and each Company Partnership Unit pursuant to the provisions of this Article 3, by mail or by wire transfer after the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof), or “agent’s message” or other evidence, and the Certificate so surrendered or the Book-Entry Share so transferred or the Company Partnership Unit so transferred, as applicable, shall be forthwith cancelled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof), Book-Entry Shares and Company Partnership Units upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. Until surrendered or transferred as contemplated by this Section 3.3, each Certificate Book-Entry Share and Company Partnership Unit shall be deemed, at any time after the REIT Merger Effective Time and the Partnership Effective Time, as applicable, to represent only the right to receive, upon such surrender, the REIT Per Share Merger Consideration or the Partnership Per Share Merger Consideration, as applicable, as contemplated by this Article 3. No interest shall be paid or accrued for the benefit of holders of the Certificates, Unit Certificates or Book-Entry Shares on the REIT Per Share Merger Consideration or the Partnership Per Share Merger Consideration payable upon the surrender of the Certificates, Unit Certificates (if any) or Book-Entry Shares. (g) In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of Company, it shall be a condition of payment that any Certificate surrendered in accordance with the procedures set forth in this Section 3.3 shall be properly endorsed or shall be otherwise in proper form for transfer, and that the Person requesting such payment shall have paid any Transfer Taxes and other Taxes required by reason of the payment of the REIT MergerPer Share Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the reasonable satisfaction of the Partnership Surviving Entity that such Tax either has been paid or is not applicable. Payment of the REIT Per Share Merger Consideration or Partnership Per Share Merger Consideration with respect to Book-Entry Shares or Company Partnership Units shall only be made to the Person in whose name such Book-Entry Shares or Company Partnership Units are registered. (h) Any portion of the Exchange Fund that remains undistributed to the holders of Company Common Stock or Company Partnership Units for twelve (12) months after the Closing Date shall be delivered to the REIT Surviving Entity or the Partnership Surviving Entity, as applicable, upon demand, and any former holders of Company Common Stock or former holders of Company Partnership Units who have not theretofore complied with this Article 3 shall thereafter look only to the REIT Surviving Entity (and only as general creditors thereof) for payment of the REIT Merger Consideration or the Partnership Surviving Entity (and only as general creditors thereof) for payment of the Partnership Merger Consideration, as applicable. (i) None of Parent, Company, the REIT Surviving Entity, the Partnership Surviving Entity, the Exchange Agent, or any employee, officer, director, agent or Affiliate thereof, shall be liable to any Person in respect of the REIT Merger Consideration or the Partnership Merger Consideration, as applicable, if the Exchange Fund has been delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. Any amounts remaining unclaimed by holders of any shares of Company Common Stock or holders of Company Partnership Units immediately prior to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the REIT Surviving Entity or the Partnership Surviving Entity, as applicable, free and clear of any claims or interest of such holders or their successors, assigns or personal representatives previously entitled thereto.

Exchange Fund; Exchange Agent. (a) Prior to the Closing, Parent will designate a bank or trust company reasonably acceptable to the Company to act as an exchange agent in the REIT Merger (the “Exchange Agent”), and the Exchange Agent will administer the payment of REIT Merger Consideration described in Section 3.1. (b) Prior to the REIT Merger Effective Time, Parent shall appoint will enter into an exchange agreement with the Exchange Agent, in a bank or trust company form reasonably satisfactory acceptable to the Company Company, setting forth the procedures to act as exchange agent be used in accomplishing the deliveries and other actions contemplated by this Section 3.7. (the “Exchange Agent”c) for the payment and delivery of the REIT Common Merger Consideration and the REIT Preferred Merger Consideration, as provided in Section 3.1(b) and Section 3.4. On At or before the REIT Merger Effective Time, Parent shall deposit, or cause to be deposited, with the Exchange Agent evidence of book-entry Parent Common Shares and Parent Preferred Shares sufficient to pay the REIT Common Merger Consideration and the REIT Preferred Merger Consideration, respectively as well as sufficient funds for payments to be made in accordance with Section 3.7(g) and Section 3.10 (such evidence of book-entry Parent Common Shares and book-entry Parent Preferred Shares, the “Aggregate REIT Merger Consideration” and such Aggregate REIT Merger Consideration as deposited with the Exchange Agent, the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of the Company Common Stock, shares of Class A Shares and Company Series A Preferred Stock, shares of Company Series C Preferred Stock and shares of Company Restricted StockEquity Awards. Parent and the REIT Surviving Entity shall cause the Exchange Agent to make, and the Exchange Agent shall make, payments delivery of the REIT Common Merger Consideration and the REIT Preferred Merger Consideration and any amounts payable in respect of dividends or distributions on Parent Common Shares and/or Parent Preferred Stock in accordance with Section 3.5(d) out of the Exchange Fund in accordance with this Agreement and (provided, that any amounts payable to holders of Company Equity Awards with respect to whom a Company Party or any Company Subsidiary has a Tax withholding obligation shall be paid as applicable to Parent, the REIT Merger Articles Surviving Entity, any of Mergertheir respective Affiliates, or a third-party payroll provider for payment through an applicable payroll system). The Exchange Fund shall not be used for any other purpose. (d) The Exchange Fund shall be invested by the Exchange Agent as directed by Parent, on behalf of the REIT Surviving Entity; provided, that no such investment or loss thereon will affect the amounts payable to holders of the Company Class A Shares or the Company Equity Awards pursuant to this Article III. Any Interest and all interest earned other income on cash deposited in the Exchange Fund shall be the sole and exclusive property of the REIT Surviving Entity and shall be paid to the REIT Surviving Entity. No investment of the Exchange Fund shall relieve Parent, the REIT Surviving Entity, or the Exchange Agent from making the payments required by this Article III, and following any losses from any such investment, Parent and the REIT Surviving Entity shall promptly provide additional funds to the Exchange Agent to the extent necessary to satisfy the REIT Surviving Entity’s obligations hereunder for the benefit of the holders of the Company Class A Shares and the Company Equity Awards, which additional funds will be deemed to be part of the Exchange Fund. (e) As soon as reasonably practicable after the REIT Merger Effective Time (but in any event within three (3) Business Days after the REIT Merger Effective Time), Parent and the REIT Surviving Entity shall cause the Exchange Agent to mail to each holder of record of a Company Share Certificate or Book-Entry Share immediately prior to the REIT Merger Effective Time a letter of transmittal (a “Company Letter of Transmittal”) in customary form as prepared by Parent and the REIT Surviving Entity and reasonably acceptable to the Company (which shall specify, among other things, that delivery shall be effected, and risk of loss and title to the Company Share Certificates and Book-Entry Shares shall pass, only upon proper delivery of the Company Share Certificates (or affidavits of loss in lieu thereof in accordance with Section 3.9) or transfer of any Book-Entry Shares to the Exchange Agent) and instructions for use in effecting the surrender of such Company Share Certificates or the transfer of such Book-Entry Shares in exchange for the REIT Per Share Merger Consideration. (f) Upon surrender of a Company Share Certificate (or affidavit of loss in lieu thereof in accordance with Section 3.9) or transfer of any Book-Entry Share for exchange and cancellation to the Exchange Agent, together with a Company Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Company Share Certificate or Book-Entry Share shall be entitled to receive in exchange therefor and in respect of each share represented by such Company Share Certificates or Book-Entry Shares, the REIT Per Share Merger Consideration into which each such share has been converted pursuant to this Agreement, together with any dividends or other distributions to which such Company Share Certificate or Book-Entry Share become entitled in accordance with Section 3.7(g) or Section 3.10, and the Company Share Certificate so surrendered and Book-Entry Share so transferred shall be cancelled. In the event of a transfer of ownership of Company Class A Shares that is not registered in the transfer or stock records of the Company, any cash to be paid upon, or shares of Parent Common Stock to be issued upon, due surrender of the Company Share Certificate or Book-Entry Share formerly representing such Company Class A Shares may be paid or issued, as the case may be, to such a transferee if such Company Share Certificate or Book-Entry Share is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other similar Taxes have been paid or are not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Company Share Certificate or Book-Entry Share. Until surrendered as contemplated by this Section 3.7, each Company Share Certificate or Book-Entry Share shall be deemed at any time after the REIT Merger Effective Time to represent only the right to receive, upon such surrender and in respect of each share represented thereby, the REIT Per Share Merger Consideration into which each share represented by such Company Share Certificate or Book-Entry Share has been converted pursuant to this Agreement, together with any dividends or other distributions to which such Company Share Certificate or Book-Entry Share become entitled in accordance with this Section 3.7(f). (g) No dividends or other distributions, if any, with a record date after the REIT Merger Effective Time with respect to Parent Common Stock, shall be paid to the holder of any unsurrendered Company Class A Shares to be converted into shares of Parent Common Stock pursuant to Section 3.1(a) until such holder shall surrender such share in accordance with this Section 3.7. After the surrender in accordance with this Section 3.7 of a Company Class A Share to be converted into shares of Parent Common Stock pursuant to Section 3.1(a), the holder thereof shall be entitled to receive (in addition to the REIT Per Share Merger Consideration payable to such holder pursuant to this Article III) any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to the share of Parent Common Stock represented by such Company Class A Share. (h) In the event of a transfer of ownership of the Company Class A Shares that is not registered in the transfer records of the Company, it shall be a condition of payment that any Company Share Certificate surrendered or transferred in accordance with the procedures set forth in this Section 3.7 shall be properly endorsed or shall be otherwise in proper form for transfer, or any Book-Entry Share shall be properly transferred, and that the Person requesting such payment shall have paid any Transfer Taxes and other Taxes required by reason of the payment of the REIT MergerPer Share Merger Consideration to a Person other than the registered holder of the Company Share Certificate or Book-Entry Share surrendered, or shall have established to the reasonable satisfaction of the REIT Surviving Entity that such Tax either has been paid or is not applicable. (i) Any portion of the Exchange Fund that remains undistributed to the former holders of the Company Class A Shares or Company Equity Awards for twelve (12) months after the Closing Date shall be delivered to the REIT Surviving Entity upon demand, and any former holders of the Company Class A Shares and the Company Equity Awards who have not theretofore complied with this Article III shall thereafter look only to the REIT Surviving Entity (and only as general creditors thereof) for payment of the REIT Merger Consideration. (j) None of Parent, the Company, the REIT Surviving Entity, the Exchange Agent, or any employee, officer, trustee, director, agent or Affiliate thereof, shall be liable to any Person in respect of the REIT Merger Consideration if the Exchange Fund has been delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. Any amounts remaining unclaimed by holders of any Company Share Certificates or Book-Entry Shares immediately prior to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the REIT Surviving Entity free and clear of any claims or interest of such holders or their successors, assigns or personal representatives previously entitled thereto.

Exchange Fund; Exchange Agent. (a) Prior DST Systems, Inc., or another third party reasonably acceptable and agreed to the REIT Merger Effective Timeby Company and Parent, Parent shall appoint a bank or trust company reasonably satisfactory to the Company is hereby designated to act as a paying and exchange agent in the Merger (the “Exchange Agent”) for the payment and delivery of the REIT Common Merger Consideration ), and the REIT Preferred Merger Consideration, as provided Exchange Agent will administer the payments described in Section 3.1(b3.1. (b) and Section 3.4. On At or before the REIT Merger Effective Time, Parent shall deposit, or cause to be deposited, with the Exchange Agent evidence of book-entry Parent Common Shares and Parent Preferred Shares cash in immediately available funds in an amount sufficient to pay the REIT Common Merger Consideration and the REIT Preferred Merger Consideration, respectively (such evidence of book-entry Parent Common Shares and book-entry Parent Preferred Shares, the “Aggregate REIT Merger Consideration” and such Aggregate REIT Merger Consideration as deposited with the Exchange Agentcash amount, the “Exchange Fund”), in each case, ) for the sole benefit of the holders of shares of Company Common Stock, shares of Company Series A Preferred Stock, shares of Company Series C Preferred Stock and shares of Company Restricted Stock. As soon as reasonably practicable after the Merger Effective Time (but in any event within five (5) Business Days after the Merger Effective Time), Parent and the Surviving Entity shall cause the Exchange Agent to (i) mail to each holder of shares of Company Common Stock and shares of Company Restricted Stock for whom the Exchange Agent does not have either a W-9 on file or a certification from the applicable Company stockholder certifying such stockholder’s taxpayer identification number, an instruction request letter (which shall be in customary form and have such other provisions as Parent and Company shall reasonably agree), including instructions for effecting the exchange of shares of Company Common Stock and shares of Company Restricted Stock for the Merger Consideration and (ii) subject to the provisions of this Section 3.3(b)(i) and the receipt of the requirements thereof, make, and the Exchange Agent shall make, payments delivery and disbursement of the REIT Common Merger Consideration and the REIT Preferred Merger Consideration and any amounts payable in respect of dividends or distributions on Parent Common Shares and/or Parent Preferred Stock in accordance with Section 3.5(d) out of the Exchange Fund to the holders of shares of Company Common Stock and shares of Company Restricted Stock in accordance with this Agreement (including, with respect to the Company Restricted Stock, the provisions of Section 3.5) and the REIT applicable documentation agreed upon by Company and the Exchange Agent immediately prior to the Merger Articles of MergerEffective Time. The Exchange Fund shall not be used for any other purpose. Any Parent and the Surviving Entity shall take all interest earned on cash deposited in other actions necessary following the Merger Effective Time to cause such deliveries and disbursements of the Merger Consideration out of the Exchange Fund to the holders of shares of Company Common Stock and shares of Company Restricted Stock in accordance with this Agreement and the applicable documentation agreed upon by Company and the Exchange Agent immediately prior to the Merger Effective Time. (c) Prior to the Merger Effective Time, Parent will enter into an exchange and paying agent and nominee agreement with the Exchange Agent or an amendment to Company’s existing transfer agency agreement with the Exchange Agent, in either case, in a form reasonably acceptable to Parent and Company (the “Exchange Agent Agreement”), setting forth the procedures to be used in accomplishing the deliveries and other actions contemplated by this Section 3.3 and with investment instructions with respect to any investment of the Exchange Fund, as directed by Parent; provided that such investments shall be in obligations of or guaranteed by the United States of America, in commercial paper obligations rated P-1 or A-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three (3) months, or in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of investment. Interest and other income on the Exchange Fund shall be the sole and exclusive property of the Surviving Entity and shall be paid to the Surviving Entity as the Surviving Entity directs. No investment of the REIT MergerExchange Fund shall relieve the Surviving Entity or the Exchange Agent from making the payments required by this Article 3, and following any losses from any such investment, Parent and the Surviving Entity shall promptly provide additional funds to the Exchange Agent to the extent necessary to satisfy the Surviving Entity’s obligations hereunder for the benefit of the holders of shares of Company Common Stock and shares of Company Restricted Stock, which additional funds will be deemed to be part of the Exchange Fund. (d) At any time after the Merger Effective Time, the holders of shares of Company Common Stock and shares of Company Restricted Stock shall only hold the right to receive the Per Share Merger Consideration as contemplated by this Article 3. No interest shall be paid or accrued for the benefit of holders of shares of Company Common Stock or shares of Company Common Stock on the Per Share Merger Consideration. (e) Any portion of the Exchange Fund that remains undistributed to the holders of Company Common Stock or holders of shares of Company Restricted Stock for twelve (12) months after the Closing Date shall be delivered to the Surviving Entity upon demand, and any former holders of Company Common Stock or shares of Company Restricted Stock who have not theretofore complied with this Article 3 shall thereafter look only to the Surviving Entity (and only as general creditors thereof) for payment of the Merger Consideration. (f) None of Parent, Company, the Surviving Entity, the Exchange Agent, or any employee, officer, director, agent or Affiliate thereof, shall be liable to any Person in respect of the Merger Consideration if the Exchange Fund has been delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. Any amounts remaining unclaimed by former holders of any shares of Company Common Stock or former holders of shares of Company Restricted Stock immediately prior to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Surviving Entity, free and clear of any claims or interest of such holders or their successors, assigns or personal representatives previously entitled thereto.