Common use of Exchange Fund Clause in Contracts

Exchange Fund. Prior to the Charter Effective Time, (i) the Company shall irrevocably deposit (or cause to be deposited) in the Escrow Account, in connection with the Pre-Closing Dividend, cash in immediately available funds in an amount equal to the sum of the Aggregate Cash Dividend Amount, plus the Partnership Common Unit Cash Amount, plus the Partnership LTIP Unit Cash Amount, and (ii) Parent, on behalf of Acquisition Sub, shall irrevocably deposit (or cause to be deposited) in the Escrow Account, for payment to the holders of Company Shares, as applicable, pursuant to the provisions of this Article II, cash in immediately available funds in an amount sufficient to pay the aggregate Merger Consideration. Following the Charter Effective Time, (A) at or prior to the Requested Transactions Effective Time, Parent and the Company shall cause the Escrow Agent to irrevocably deposit (or cause to be deposited) with the Payment Agent, in connection with the Pre-Closing Dividend, cash from the Escrow Account in immediately available funds in an amount equal to the sum of the Aggregate Cash Dividend Amount, plus the Partnership Common Unit Cash Amount, plus the Partnership LTIP Unit Cash Amount, (B) at or prior to the Requested Transactions Effective Time, the Company shall irrevocably deposit (or cause to be deposited) with the Payment Agent, in connection with the Pre-Closing Dividend, Class A Stock in book-entry form evidencing a number of shares equal to the Aggregate Stock Dividend Amount, (C) at or prior to the Merger Effective Time, Parent and the Company shall cause the Escrow Agent to irrevocably deposit (or cause to be deposited) with the Payment Agent, for payment to the holders of Company Shares, as applicable, pursuant to the provisions of this Article II, cash from the Escrow Account in immediately available funds in an amount sufficient to pay the aggregate Merger Consideration and (D) at or prior to the consummation of the Parent Common Units Exchange, Parent shall irrevocably deposit (or cause to be deposited) with the Payment Agent a number of Parent Common Units in book-entry form equal to the aggregate number of shares of Class A Stock that are the subject to the Parent Common Units Exchange for payment to Company Stockholders pursuant to the provisions of Section 2.03(f) (such amount of cash stock and units in clauses (A), (B), (C) and (D) collectively being referred to herein as the “Exchange Fund”). Until disbursed in accordance with the terms and conditions of this Agreement, the cash portion of the Exchange Fund shall be invested by the Payment Agent, as directed by Parent or the Surviving Corporation, only in obligations of or guaranteed by the United States of America or obligations of an agency of the United States of America which are backed by the full faith and credit of the United States of America. Any interest and other income resulting from such investments shall be apportioned between, and paid to, the Company and Parent based on the relative amount of cash funded by each of them that has not yet been dispersed. To the extent that there are any losses with respect to any investments of the Exchange Fund, or the Exchange Fund diminishes for any reason below the level required for the Payment Agent to promptly pay the cash amounts contemplated by this Article II, Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the cash in the Exchange Fund so as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Payment Agent to make such payments contemplated by this Article II. Any such losses shall be apportioned between, and paid by the Company and Parent based on the relative amount of cash funded by each of them that has not yet been dispersed. Parent shall direct the Payment Agent to hold the Exchange Fund for the benefit of the holders of Company Shares and to make payments from the Exchange Fund in accordance with this Section 2.09. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Article II.

Exchange Fund. Prior to the Charter Mailing Date, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as the exchange agent (the “Exchange Agent”) in connection with the Mergers and for the payment of the Merger Consideration, and Parent shall enter into an agreement (the “Exchange Agent Agreement”) reasonably acceptable to the Company relating to the Exchange Agent’s responsibilities under this Agreement. Prior to the Company Merger Effective Time, (i) the Company Parent or Merger Sub shall irrevocably deposit (deposit, or cause to be deposited) in the Escrow Account, in connection with the PreExchange Agent (i) evidence of the Parent Common Shares, Parent Series E Preferred Shares and Parent Series F Preferred Shares in book-Closing Dividendentry form issuable pursuant to Section 2.5(a), cash in immediately available funds in an amount Section 2.5(b) and Section 2.8(a) equal to the sum of aggregate Common Share Consideration (excluding any Fractional Share Consideration), the Aggregate Cash Dividend Amount, plus Series I Preferred Share Merger Consideration and the Partnership Common Unit Cash Amount, plus the Partnership LTIP Unit Cash Amount, Series J Preferred Share Merger Consideration and (ii) Parent, on behalf of Acquisition Sub, shall irrevocably deposit (or cause to be deposited) in the Escrow Account, for payment to the holders of Company Shares, as applicable, pursuant to the provisions of this Article II, cash in immediately available funds in an amount sufficient to pay the aggregate Merger Cash Consideration. Following the Charter Effective Time, Fractional Share Consideration and any dividends under Section 2.9(f) (A) at or prior to the Requested Transactions Effective Time, Parent and the Company shall cause the Escrow Agent to irrevocably deposit (or cause to be deposited) with the Payment Agent, in connection with the Pre-Closing Dividend, cash from the Escrow Account in immediately available funds in an amount equal to the sum such evidence of the Aggregate Cash Dividend Amount, plus the Partnership Common Unit Cash Amount, plus the Partnership LTIP Unit Cash Amount, (B) at or prior to the Requested Transactions Effective Time, the Company shall irrevocably deposit (or cause to be deposited) with the Payment Agent, in connection with the Pre-Closing Dividend, Class A Stock in book-entry form evidencing a number of shares equal to the Aggregate Stock Dividend Amount, (C) at or prior to the Merger Effective TimeParent Common Shares, Parent Series E Preferred Shares and the Company shall cause the Escrow Agent to irrevocably deposit (Parent Series F Preferred Shares and cash amounts, together with any dividends or cause to be deposited) other distributions with the Payment Agentrespect thereto, for payment to the holders of Company Shares, as applicable, pursuant to the provisions of this Article II, cash from the Escrow Account in immediately available funds in an amount sufficient to pay the aggregate Merger Consideration and (D) at or prior to the consummation of the Parent Common Units Exchange, Parent shall irrevocably deposit (or cause to be deposited) with the Payment Agent a number of Parent Common Units in book-entry form equal to the aggregate number of shares of Class A Stock that are the subject to the Parent Common Units Exchange for payment to Company Stockholders pursuant to the provisions of Section 2.03(f) (such amount of cash stock and units in clauses (A), (B), (C) and (D) collectively being referred to herein as the “Exchange Fund”), in each case, for the sole benefit of the holders of Company Common Shares (other than Excluded Shares), Company Series I Preferred Shares and Company Series J Preferred Shares. Until disbursed In the event the Exchange Fund shall be insufficient to pay the Cash Consideration, Fractional Share Consideration and any dividends under Section 2.9(f), Parent shall, or shall cause Merger Sub to, promptly deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make delivery of the Merger Consideration, including payment of the Fractional Share Consideration, the Series I Preferred Share Merger Consideration and the Series J Preferred Share Merger Consideration, and any amounts payable in respect of dividends or other distributions on Parent Common Shares in accordance with Section 2.9(f), out of the terms and conditions of Exchange Fund in accordance with this Agreement, the . The Exchange Fund shall not be used for any purpose that is not expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by the Payment Agent, Exchange Agent as reasonably directed by Parent Parent; provided, however, that any investment of such cash shall in all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the Surviving U.S. government, in commercial paper rated P-1 or A-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, only respectively, or in obligations certificates of deposit, bank repurchase agreements or guaranteed by banker’s acceptances of commercial banks with capital exceeding $10 billion (based on the United States most recent financial statements of America such bank that are then publicly available), and that no such investment or obligations loss thereon shall affect the amounts payable to holders of an agency of the United States of America which are backed by the full faith and credit of the United States of AmericaCertificates pursuant to this Article 2. Any interest and other income resulting from such investments shall be apportioned between, and paid to, to the Surviving Entity on the earlier of (i) nine (9) months after the Company and Parent based on Merger Effective Time or (ii) the relative amount of cash funded by each of them that has not yet been dispersed. To the extent that there are any losses with respect to any investments full payment of the Exchange Fund, or the Exchange Fund diminishes for any reason below the level required for the Payment Agent to promptly pay the cash amounts contemplated by this Article II, Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the cash in the Exchange Fund so as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Payment Agent to make such payments contemplated by this Article II. Any such losses shall be apportioned between, and paid by the Company and Parent based on the relative amount of cash funded by each of them that has not yet been dispersed. Parent shall direct the Payment Agent to hold the Exchange Fund for the benefit of the holders of Company Shares and to make payments from the Exchange Fund in accordance with this Section 2.09. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Article II.

Exchange Fund. Prior to the Charter Effective Time, (i) Parent shall designate a bank or trust company reasonably acceptable to the Company to act as the exchange agent in connection with the Merger (the “Exchange Agent”). The Exchange Agent shall irrevocably deposit also act as the agent for the Company’s stockholders for the purpose of receiving and holding their certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) and non-certificated shares of Company Common Stock represented by book-entry (“Book-Entry Shares”) and shall obtain no rights or interests in the shares represented thereby. At or immediately after the Effective Time, Parent shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Stock issuable pursuant to Section 2.1(a)(i) in the Escrow Account, in connection with the Prebook-Closing Dividend, cash in immediately available funds in an amount entry form equal to the sum aggregate Parent Stock portion of the Aggregate Cash Dividend Amount, plus the Partnership Common Unit Cash Amount, plus the Partnership LTIP Unit Cash AmountMerger Consideration (excluding any Fractional Share Consideration), and (ii) Parent, on behalf of Acquisition Sub, shall irrevocably deposit (or cause to be deposited) in the Escrow Account, for payment to the holders of Company Shares, as applicable, pursuant to the provisions of this Article II, cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Consideration. Following the Charter Effective Time, Fractional Share Consideration and any dividends under Section 2.2(f) (A) at or prior to the Requested Transactions Effective Time, Parent and the Company shall cause the Escrow Agent to irrevocably deposit (or cause to be deposited) with the Payment Agent, in connection with the Pre-Closing Dividend, cash from the Escrow Account in immediately available funds in an amount equal to the sum such evidence of the Aggregate Cash Dividend Amount, plus the Partnership Common Unit Cash Amount, plus the Partnership LTIP Unit Cash Amount, (B) at or prior to the Requested Transactions Effective Time, the Company shall irrevocably deposit (or cause to be deposited) with the Payment Agent, in connection with the Pre-Closing Dividend, Class A Stock in book-entry form evidencing a number of shares equal to the Aggregate Stock Dividend Amount, (C) at or prior to the Merger Effective Time, Parent and the Company shall cause the Escrow Agent to irrevocably deposit (or cause to be deposited) with the Payment Agent, for payment to the holders of Company Shares, as applicable, pursuant to the provisions of this Article II, cash from the Escrow Account in immediately available funds in an amount sufficient to pay the aggregate Merger Consideration and (D) at or prior to the consummation of the Parent Common Units Exchange, Parent shall irrevocably deposit (or cause to be deposited) with the Payment Agent a number of Parent Common Units in book-entry form equal to the aggregate number of shares of Class A Stock that are the subject to the Parent Common Units Exchange for payment to Company Stockholders pursuant to the provisions of Section 2.03(f) (such amount of and cash stock and units in clauses (A)amounts, (B)together with any dividends or other distributions with respect thereto, (C) and (D) collectively being referred to herein as the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock. Until disbursed In the event the Exchange Fund shall be insufficient to pay the aggregate Cash Consideration Portion, Fractional Share Consideration and any dividends under Section 2.2(f), Parent shall promptly deposit, or cause to be promptly deposited, additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Stock in accordance with Section 2.2(f) out of the terms and conditions of Exchange Fund in accordance with this Agreement, the . The Exchange Fund shall not be used for any purpose that is not expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by the Payment Agent, Exchange Agent as reasonably directed by Parent; provided, however, that no such investment or loss thereon shall affect the amounts payable to holders of Certificates or Book-Entry Shares pursuant to this Article II, and, to the extent of any such loss, Parent shall fund additional cash amounts into the Exchange Fund to enable such payments to be made. Any interest or other income from such investments shall be payable to Parent or the Surviving Corporation, only in obligations of or guaranteed by the United States of America or obligations of an agency of the United States of America which are backed by the full faith and credit of the United States of America. Any interest and other income resulting from such investments shall be apportioned between, and paid to, the Company and as Parent based on the relative amount of cash funded by each of them that has not yet been dispersed. To the extent that there are any losses with respect to any investments of the Exchange Fund, or the Exchange Fund diminishes for any reason below the level required for the Payment Agent to promptly pay the cash amounts contemplated by this Article II, Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the cash in the Exchange Fund so as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Payment Agent to make such payments contemplated by this Article II. Any such losses shall be apportioned between, and paid by the Company and Parent based on the relative amount of cash funded by each of them that has not yet been dispersed. Parent shall direct the Payment Agent to hold the Exchange Fund for the benefit of the holders of Company Shares and to make payments from the Exchange Fund in accordance with this Section 2.09. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Article IIdirects.

Exchange Fund. Prior to the Charter Effective TimeClosing Date, (i) Parent or Merger Sub shall designate an agent reasonably acceptable to the Company to act as the paying and exchange agent in connection with the Mergers (the “Exchange Agent”). On the Closing Date, Parent or Merger Sub shall irrevocably deposit (deposit, or cause to be deposited) in the Escrow Account, in connection with the PreExchange Agent (i) evidence of a number of shares of Parent Common Stock in book-Closing Dividend, cash in immediately available funds in an amount entry form equal to the sum Stock Consideration, (ii) evidence of a number of shares of Parent Series C Preferred Stock in book-entry form issuable pursuant to Section 2.1(b)(ii) sufficient in order for the Aggregate Cash Dividend Amount, plus Exchange Agent to distribute the Partnership Common Unit Cash Amount, plus the Partnership LTIP Unit Cash AmountPer Preferred Share Merger Consideration, and (iiiii) Parent, on behalf of Acquisition Sub, shall irrevocably deposit (or cause to be deposited) in the Escrow Account, for payment to the holders of Company Shares, as applicable, pursuant to the provisions of this Article II, cash in immediately available funds in an amount sufficient to pay for the aggregate Merger Consideration. Following the Charter Effective Time, (A) at or prior to the Requested Transactions Effective Time, Parent and the Company shall cause the Escrow Exchange Agent to irrevocably deposit (or cause to be deposited) with the Payment Agent, in connection with the Pre-Closing Dividend, cash from the Escrow Account in immediately available funds in an amount equal to the sum of distribute the Aggregate Cash Dividend Amount, plus Consideration and the Partnership Common Unit Cash Amount, plus the Partnership LTIP Unit Cash Amount, Adjustment Amount (B) at or prior to the Requested Transactions Effective Time, the Company shall irrevocably deposit (or cause to be deposited) with the Payment Agent, in connection with the Pre-Closing Dividend, Class A Stock in such evidence of book-entry form evidencing a number of shares equal to the Aggregate Stock Dividend Amount, (C) at or prior to the Merger Effective Time, Parent and the Company shall cause the Escrow Agent to irrevocably deposit (or cause to be deposited) with the Payment Agent, for payment to the holders of Company Shares, as applicable, pursuant to the provisions of this Article II, cash from the Escrow Account in immediately available funds in an amount sufficient to pay the aggregate Merger Consideration and (D) at or prior to the consummation of the Parent Common Units Exchange, Parent shall irrevocably deposit (or cause to be deposited) with the Payment Agent a number of Parent Common Units in book-entry form equal to Stock and Parent Series C Preferred Stock and cash deposited with the aggregate number of shares of Class A Stock that are the subject to the Parent Common Units Exchange for payment to Company Stockholders pursuant to the provisions of Section 2.03(f) (such amount of cash stock and units in clauses (A)Agent, (B)collectively, (C) and (D) collectively being referred to herein as the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock or holders of shares of Company Series A Preferred Stock, as applicable. Until disbursed In addition, Parent shall deposit with the Exchange Agent, as necessary from time to time thereafter, any Fractional Share Consideration and any dividends or other distributions payable pursuant to Section 2.2(f) or Section 2.2(g). In the event the cash portion of the Exchange Fund shall be insufficient to pay the Aggregate Cash Consideration and Adjustment Amount, Parent shall promptly deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required for the Exchange Agent to make such payments. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make delivery of the Aggregate Cash Consideration, Stock Consideration, the Adjustment Amount, the Preferred Stock Merger Consideration and payment of all other amounts required to be paid out of the Exchange Fund in accordance with the terms and conditions of this Agreement. In connection with the foregoing, Parent shall enter into an Exchange Agent Agreement with the Exchange Agent, in a form reasonably acceptable to the Company, setting forth the procedures to be used in accomplishing the deliveries and other actions contemplated by this Section 2.2. The Exchange Fund shall not be used for any purpose that is not expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by the Payment Agent, Exchange Agent as reasonably directed by Parent or in accordance with the Surviving Corporation, only in obligations of or guaranteed by the United States of America or obligations of an agency of the United States of America which are backed by the full faith and credit of the United States of AmericaExchange Agent Agreement. Any interest and other income resulting from such investments shall be apportioned between, and paid to, the Company and to Parent based on the relative amount earlier of cash funded by each of them that has not yet been dispersed. To (i) six (6) months after the extent that there are any losses with respect to any investments Closing Date or (ii) the full payment of the Exchange FundAggregate Cash Consideration and Adjustment Amount, or the Exchange Fund diminishes for any reason below the level required for the Payment Agent to promptly pay the cash amounts contemplated by this Article II, Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the cash in the Exchange Fund so as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Payment Agent to make such payments contemplated by this Article II. Any such losses shall be apportioned between, and paid by the Company and Parent based on the relative amount of cash funded by each of them that has not yet been dispersed. Parent shall direct the Payment Agent to hold the Exchange Fund for the benefit of the holders of Company Shares and to make payments from the Exchange Fund in accordance with this Section 2.09. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Article IIif any.

Exchange Fund. Prior to the Charter Effective Time, (i) Parent shall designate a bank or trust company reasonably acceptable to the Company to act as the exchange agent in connection with the Merger (the “Exchange Agent”). The Exchange Agent shall irrevocably deposit also act as the agent for the Company’s stockholders for the purpose of receiving and holding their certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) and non-certificated shares of Company Common Stock represented by book-entry (“Book-Entry Shares”) and shall obtain no rights or interests in the shares represented thereby. At or immediately after the Effective Time, Parent shall deposit, or cause to be deposited) in the Escrow Account, in connection with the Pre-Closing Dividend, cash in immediately available funds in an amount equal to the sum of the Aggregate Cash Dividend Amount, plus the Partnership Common Unit Cash Amount, plus the Partnership LTIP Unit Cash Amount, and (ii) Parent, on behalf of Acquisition Sub, shall irrevocably deposit (or cause to be deposited) in the Escrow Account, for payment to the holders of Company Shares, as applicable, pursuant to the provisions of this Article II, Exchange Agent cash in immediately available funds in an amount sufficient to pay the aggregate Merger Consideration. Following the Charter Effective Time, Upfront Consideration (A) at or prior to the Requested Transactions Effective Time, Parent and the Company shall cause the Escrow Agent to irrevocably deposit (or cause to be deposited) with the Payment Agent, in connection with the Pre-Closing Dividend, cash from the Escrow Account in immediately available funds in an amount equal to the sum of the Aggregate Cash Dividend Amount, plus the Partnership Common Unit Cash Amount, plus the Partnership LTIP Unit Cash Amount, (B) at or prior to the Requested Transactions Effective Time, the Company shall irrevocably deposit (or cause to be deposited) with the Payment Agent, in connection with the Pre-Closing Dividend, Class A Stock in book-entry form evidencing a number of shares equal to the Aggregate Stock Dividend Amount, (C) at or prior to the Merger Effective Time, Parent and the Company shall cause the Escrow Agent to irrevocably deposit (or cause to be deposited) with the Payment Agent, for payment to the holders of Company Shares, as applicable, pursuant to the provisions of this Article II, cash from the Escrow Account in immediately available funds in an amount sufficient to pay the aggregate Merger Consideration and (D) at or prior to the consummation of the Parent Common Units Exchange, Parent shall irrevocably deposit (or cause to be deposited) with the Payment Agent a number of Parent Common Units in book-entry form equal to the aggregate number of shares of Class A Stock that are the subject to the Parent Common Units Exchange for payment to Company Stockholders pursuant to the provisions of Section 2.03(f) (such amount of cash stock and units in clauses (A), (B), (C) and (D) collectively being referred to herein as the “Exchange Fund”)) for the sole benefit of the holders of shares of Company Common Stock. Until disbursed in accordance For the avoidance of doubt, Parent shall not be required to deposit any funds relate to any CVR with the Rights Agent unless and until such deposit is required pursuant to the terms and conditions of this the CVR Agreement, . In the cash portion of event the Exchange Fund shall be invested by insufficient to pay the Payment Agentaggregate Upfront Consideration, as directed by Parent shall promptly deposit, or the Surviving Corporationcause to be promptly deposited, only in obligations of or guaranteed by the United States of America or obligations of an agency of the United States of America which are backed by the full faith and credit of the United States of America. Any interest and other income resulting from such investments shall be apportioned between, and paid to, the Company and Parent based on the relative amount of cash funded by each of them that has not yet been dispersed. To the extent that there are any losses additional funds with respect to any investments of the Exchange Fund, or Agent in an amount which is equal to the Exchange Fund diminishes for any reason below deficiency in the level amount required for the Payment Agent to promptly pay the cash amounts contemplated by this Article II, make such payment. Parent shall, or shall cause the Surviving Corporation toExchange Agent to make, promptly replace or restore the cash in and the Exchange Fund so as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Payment Agent to make such payments contemplated by this Article II. Any such losses shall be apportioned betweenmake, and paid by the Company and Parent based on the relative amount of cash funded by each of them that has not yet been dispersed. Parent shall direct the Payment Agent to hold the Exchange Fund for the benefit delivery of the holders Upfront Consideration out of Company Shares and to make payments from the Exchange Fund in accordance with this Section 2.09Agreement. The Exchange Fund shall not be used for any purpose other than that is not expressly provided for in this Agreement. The Exchange Fund shall be invested by the Exchange Agent as reasonably directed by Xxxxxx; provided, however, that no such investment or loss thereon shall affect the amounts payable to fund payments holders of Certificates or Book-Entry Shares pursuant to this Article II, and, to the extent of any such loss, Parent shall fund additional cash amounts into the Exchange Fund to enable such payments to be made. Any interest or other income from such investments shall be payable to Parent or the Surviving Corporation, as Parent directs. At or prior to the Effective Time, Parent shall duly authorize, execute and deliver, and shall ensure that the Rights Agent duly authorizes, executes and delivers, the CVR Agreement.

Exchange Fund. Prior to the Charter Mailing Date, Parent will designate a reputable bank or trust company, reasonably acceptable to the Company, to act as the paying and exchange agent for the purpose of effecting the payment and delivery of the Merger Consideration in connection with the Merger (the “Exchange Agent”). The Exchange Agent shall also act as the agent for the holders of Shares for the purposes of (i) mailing and receiving Election Forms and determining, in accordance with this Article II, the form of Merger Consideration to be received by each holder of Shares, and (ii) receiving and holding their Election Forms and certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”) and non-certificated Shares represented by book-entry (“Book-Entry Shares”) and shall obtain no rights or interests in the Shares represented thereby. At or immediately after the Effective Time, (i) the Company Parent shall irrevocably deposit (deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Parent Shares issuable pursuant to Section 2.1(a) and Section 2.1(b) in the Escrow Account, in connection with the Prebook-Closing Dividend, cash in immediately available funds in an amount entry form equal to the sum aggregate number of the Aggregate Cash Dividend Amount, plus the Partnership Common Unit Cash Amount, plus the Partnership LTIP Unit Cash Amount, Parent Shares to be issued as Merger Consideration (excluding any Fractional Share Consideration) and (ii) Parent, on behalf of Acquisition Sub, shall irrevocably deposit (or cause to be deposited) in the Escrow Account, for payment to the holders of Company Shares, as applicable, pursuant to the provisions of this Article II, cash in immediately available funds in an amount sufficient to pay the aggregate cash to be paid as Merger Consideration. Following , the Charter Effective Time, aggregate Company Accelerated Equity Award Payments (A) at or prior except to the Requested Transactions Effective Time, Parent and the Company shall cause the Escrow Agent to irrevocably deposit (or cause extent that any such Equity Award Payments are to be deposited) with made through the Payment Agent, in connection with the Pre-Closing Dividend, cash from the Escrow Account in immediately available funds in an amount equal to the sum payroll of the Aggregate Cash Dividend AmountSurviving Corporation), plus the Partnership Common Unit Cash Amount, plus the Partnership LTIP Unit Cash Amount, any Fractional Share Consideration and any dividends under Section 2.3(f) (B) at or prior to the Requested Transactions Effective Time, the Company shall irrevocably deposit (or cause to be deposited) with the Payment Agent, in connection with the Pre-Closing Dividend, Class A Stock in such evidence of book-entry form evidencing a number of shares equal to Parent Shares and cash amounts, together with any dividends or other distributions with respect thereto, the Aggregate Stock Dividend Amount, (C“Exchange Fund”) at or prior to the Merger Effective Time, Parent and the Company shall cause the Escrow Agent to irrevocably deposit (or cause to be deposited) with the Payment Agentin each case, for payment to the sole benefit of the holders of Company Shares, as applicable, the Shares converted pursuant to Section 2.1(a) and Section 2.1(b) and Company Accelerated Equity Awards. In the provisions of this Article II, cash from event the Escrow Account in immediately available funds in an amount sufficient Exchange Fund shall be insufficient to pay the aggregate Merger Consideration Consideration, the Company Accelerated Equity Award Payments and (D) at or prior to the consummation of the Parent Common Units Exchangedividends under Section 2.3(f), Parent shall irrevocably deposit (promptly deposit, or cause to be promptly deposited) , additional Parent Shares or cash with the Payment Exchange Agent a number in the amount required to make such payments. Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share Consideration and any amounts payable in respect of dividends or other distributions on shares of Parent Common Units in book-entry form equal to the aggregate number of shares of Class A Stock that are the subject to the Parent Common Units Exchange for payment to Company Stockholders pursuant to the provisions of Section 2.03(f) (such amount of cash stock and units in clauses (A), (B), (C) and (D) collectively being referred to herein as the “Exchange Fund”). Until disbursed in accordance with Section 2.3(f), out of the terms and conditions of Exchange Fund in accordance with this Agreement, the . The Exchange Fund shall not be used for any purpose that is not expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by the Payment Agent, Exchange Agent as reasonably directed by Parent; provided, however, that no such investment or loss thereon shall affect the amounts payable to holders of Certificates or Book-Entry Shares pursuant to this Article II and to the extent of any such loss, Parent shall fund additional cash amounts into the Exchange Fund to enable such payments to be made. Any interest or other income from such investments shall be paid promptly to Parent or the Surviving Corporation, only in obligations of or guaranteed by the United States of America or obligations of an agency of the United States of America which are backed by the full faith and credit of the United States of America. Any interest and other income resulting from such investments shall be apportioned between, and paid to, the Company and as Parent based on the relative amount of cash funded by each of them that has not yet been dispersed. To the extent that there are any losses with respect to any investments of the Exchange Fund, or the Exchange Fund diminishes for any reason below the level required for the Payment Agent to promptly pay the cash amounts contemplated by this Article II, Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the cash in the Exchange Fund so as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Payment Agent to make such payments contemplated by this Article II. Any such losses shall be apportioned between, and paid by the Company and Parent based on the relative amount of cash funded by each of them that has not yet been dispersed. Parent shall direct the Payment Agent to hold the Exchange Fund for the benefit of the holders of Company Shares and to make payments from the Exchange Fund in accordance with this Section 2.09. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Article IIdirects.

Exchange Fund. Prior to the Charter Effective Time, Community shall designate a bank or trust company reasonably acceptable to Steuben to act as the exchange agent in connection with the Merger (i) the Company “Exchange Agent”). The Exchange Agent shall irrevocably deposit (also act as the agent for Steuben’s shareholders for the purpose of receiving and holding their Steuben Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the Effective Time, Community shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of Community Common Stock issuable pursuant to Section 2.1(a) in the Escrow Account, in connection with the Prebook-Closing Dividend, cash in immediately available funds in an amount entry form equal to the sum aggregate Community Common Stock portion of the Aggregate Cash Dividend Amount, plus the Partnership Common Unit Cash Amount, plus the Partnership LTIP Unit Cash AmountMerger Consideration (excluding any Fractional Share Consideration), and (ii) Parent, on behalf of Acquisition Sub, shall irrevocably deposit (or cause to be deposited) in the Escrow Account, for payment to the holders of Company Shares, as applicable, pursuant to the provisions of this Article II, cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Consideration. Following the Charter Effective Time, Fractional Share Consideration and any dividends under Section 2.2(f) (A) at or prior to the Requested Transactions Effective Time, Parent and the Company shall cause the Escrow Agent to irrevocably deposit (or cause to be deposited) with the Payment Agent, in connection with the Pre-Closing Dividend, cash from the Escrow Account in immediately available funds in an amount equal to the sum such evidence of the Aggregate Cash Dividend Amount, plus the Partnership Common Unit Cash Amount, plus the Partnership LTIP Unit Cash Amount, (B) at or prior to the Requested Transactions Effective Time, the Company shall irrevocably deposit (or cause to be deposited) with the Payment Agent, in connection with the Pre-Closing Dividend, Class A Stock in book-entry form evidencing a number of shares equal to the Aggregate Stock Dividend Amount, (C) at or prior to the Merger Effective Time, Parent and the Company shall cause the Escrow Agent to irrevocably deposit (or cause to be deposited) with the Payment Agent, for payment to the holders of Company Shares, as applicable, pursuant to the provisions of this Article II, cash from the Escrow Account in immediately available funds in an amount sufficient to pay the aggregate Merger Consideration and (D) at or prior to the consummation of the Parent Common Units Exchange, Parent shall irrevocably deposit (or cause to be deposited) with the Payment Agent a number of Parent Common Units in book-entry form equal to the aggregate number of shares of Class A Community Common Stock that are the subject to the Parent Common Units Exchange for payment to Company Stockholders pursuant to the provisions of Section 2.03(f) (such amount of and cash stock and units in clauses (A)amounts, (B)together with any dividends or other distributions with respect thereto, (C) and (D) collectively being referred to herein as the “Exchange Fund”), in each case, for the sole benefit of the holders of Steuben Common Shares. Until disbursed In the event the Exchange Fund shall be insufficient to pay the aggregate cash portion of the Merger Consideration, Fractional Share Consideration and any dividends under Section 2.2(f), Community shall promptly deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment. Community shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share Consideration and any amounts payable in respect of dividends or other distributions on shares of Community Common Stock in accordance with Section 2.2(f) out of the terms and conditions of Exchange Fund in accordance with this Agreement, the . The Exchange Fund shall not be used for any purpose that is not expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by the Payment Agent, Exchange Agent as reasonably directed by Parent Community; provided, however, that no such investment or loss thereon shall affect the Surviving Corporation, only in obligations amounts payable to holders of Steuben Certificates or guaranteed by the United States of America or obligations of an agency of the United States of America which are backed by the full faith and credit of the United States of AmericaBook-Entry Shares pursuant to this Article 2. Any interest and other income resulting from such investments shall be apportioned between, and paid to, the Company and Parent based to Community on the relative amount earlier of cash funded by each of them that has not yet been dispersed. To (A) one (1) year after the extent that there are any losses with respect to any investments Effective Time or (B) the full payment of the Exchange Fund, or the Exchange Fund diminishes for any reason below the level required for the Payment Agent to promptly pay the cash amounts contemplated by this Article II, Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the cash in the Exchange Fund so as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Payment Agent to make such payments contemplated by this Article II. Any such losses shall be apportioned between, and paid by the Company and Parent based on the relative amount of cash funded by each of them that has not yet been dispersed. Parent shall direct the Payment Agent to hold the Exchange Fund for the benefit of the holders of Company Shares and to make payments from the Exchange Fund in accordance with this Section 2.09. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Article II.

Exchange Fund. Prior to the Charter Effective Time, (i) Parent or Purchaser shall designate a bank or trust company reasonably acceptable to the Company to act as the exchange agent in connection with the Merger (the “Exchange Agent”). The Exchange Agent shall irrevocably deposit (also act as the agent for the holders of Company Shares and Company Preferred Shares for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the Effective Time, Parent or Purchaser shall deposit, or cause to be deposited, with the Exchange Agent (i) in the Escrow Accountevidence of Parent Common Stock and Parent Series H Preferred Stock issuable pursuant to Section 3.1(a) and Section 3.1(d), respectively, in connection with the Prebook-Closing Dividend, cash in immediately available funds in an amount entry form equal to the sum aggregate Parent Common Stock portion of the Aggregate Cash Dividend AmountCommon Merger Consideration (excluding any Fractional Share Consideration) and the aggregate Preferred Merger Consideration, plus the Partnership Common Unit Cash Amount, plus the Partnership LTIP Unit Cash Amountrespectively, and (ii) Parent, on behalf of Acquisition Sub, shall irrevocably deposit (or cause to be deposited) in the Escrow Account, for payment to the holders of Company Shares, as applicable, pursuant to the provisions of this Article II, cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Consideration. Following the Charter Effective Time, Fractional Share Consideration and any dividends under Section 3.2(f) (A) at or prior to the Requested Transactions Effective Time, Parent and the Company shall cause the Escrow Agent to irrevocably deposit (or cause to be deposited) with the Payment Agent, in connection with the Pre-Closing Dividend, cash from the Escrow Account in immediately available funds in an amount equal to the sum such evidence of the Aggregate Cash Dividend Amount, plus the Partnership Common Unit Cash Amount, plus the Partnership LTIP Unit Cash Amount, (B) at or prior to the Requested Transactions Effective Time, the Company shall irrevocably deposit (or cause to be deposited) with the Payment Agent, in connection with the Pre-Closing Dividend, Class A Stock in book-entry form evidencing a number of shares equal to the Aggregate Stock Dividend Amount, (C) at or prior to the Merger Effective Time, Parent and the Company shall cause the Escrow Agent to irrevocably deposit (or cause to be deposited) with the Payment Agent, for payment to the holders of Company Shares, as applicable, pursuant to the provisions of this Article II, cash from the Escrow Account in immediately available funds in an amount sufficient to pay the aggregate Merger Consideration and (D) at or prior to the consummation of the Parent Common Units Exchange, Parent shall irrevocably deposit (or cause to be deposited) with the Payment Agent a number of Parent Common Units in book-entry form equal to the aggregate number of shares of Class A Stock that are the subject to the and Parent Common Units Exchange for payment to Company Stockholders pursuant to the provisions of Section 2.03(f) (such amount of Series H Preferred Stock and cash stock and units in clauses (A)amounts, (B)together with any dividends or other distributions with respect thereto, (C) and (D) collectively being referred to herein as the “Exchange Fund”), in each case, for the sole benefit of the holders of Company Shares and Company Preferred Shares. Until disbursed in accordance with In the terms and conditions of this Agreement, the cash portion of event the Exchange Fund shall be invested by the Payment Agent, insufficient (other than as directed by Parent or the Surviving Corporation, only in obligations a result of or guaranteed by the United States of America or obligations of an agency payment of the United States of America which are backed by Merger Consideration in accordance with this Agreement) to pay the full faith and credit aggregate cash portion of the United States of America. Any interest Merger Consideration, Fractional Share Consideration and other income resulting from such investments shall be apportioned between, and paid to, the Company and Parent based on the relative amount of cash funded by each of them that has not yet been dispersed. To the extent that there are any losses with respect to any investments of the Exchange Fund, or the Exchange Fund diminishes for any reason below the level required for the Payment Agent to promptly pay the cash amounts contemplated by this Article IIdividends under Section 3.2(f), Parent shall, or shall cause the Surviving Corporation to, promptly replace deposit, or restore the cash in cause to be deposited, additional funds with the Exchange Fund so as Agent in an amount which is equal to ensure the shortfall that the Exchange Fund is at all times maintained at a level sufficient for the Payment Agent required to make such payments contemplated by this Article II. Any such losses shall be apportioned between, and paid by the Company and Parent based on the relative amount of cash funded by each of them that has not yet been dispersedpayment. Parent shall direct cause the Payment Exchange Agent to hold make, and the Exchange Fund for the benefit Agent shall make, delivery of the holders Merger Consideration, including payment of Company Shares the Fractional Share Consideration, and to make payments from any amounts payable in respect of dividends or other distributions on shares of Parent Common Stock in accordance with Section 3.2(f) out of the Exchange Fund in accordance with this Section 2.09Agreement. The Exchange Fund shall not be used for any purpose other than that is not expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by the Exchange Agent as reasonably directed by Parent; provided, however, that any investment of such cash shall in all events be limited to fund payments direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government, in commercial paper rated P-1 or A-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $10 billion (based on the most recent financial statements of such bank that are then publicly available), and that no such investment or loss thereon shall affect the amounts payable to holders of Certificates or Book-Entry Shares pursuant to this Article IIIII. Any interest and other income resulting from such investments shall be paid to the Surviving Corporation on the earlier of (A) one (1) year after the Effective Time or (B) the full payment of the Exchange Fund.

Exchange Fund. Prior At or prior to the Charter Effective Time, (i) the Company Parent shall irrevocably deposit (deposit, or shall cause to be deposited, with a U.S. bank or trust company that shall be appointed by Parent (and reasonably satisfactory to the Company) in to act as a paying agent hereunder (the Escrow Account“Paying Agent”), in connection with trust for the Pre-Closing Dividendbenefit of holders of the Shares, cash in U.S. dollars sufficient to pay the aggregate Merger Consideration, if any, in exchange for all of the Shares issued and outstanding immediately available funds in an amount equal prior to the sum Effective Time (other than the Excluded Shares, the Company Restricted Shares and the Dissenting Shares), payable (i) upon due surrender of the Aggregate Cash Dividend Amountcertificates that, plus immediately prior to the Partnership Common Unit Cash AmountEffective Time, plus the Partnership LTIP Unit Cash Amount, and represented Shares (“Certificates”) (or effective affidavits of loss in lieu thereof) or (ii) Parent, on behalf of Acquisition Sub, shall irrevocably deposit (or cause to be deposited) automatically in the Escrow Account, for payment to the holders case of Company non-certificated Shares represented by book-entry that are not Dissenting Shares (“Book-Entry Shares, as applicable, ”) pursuant to the provisions of this Article II, II (such cash in immediately available funds in an amount sufficient to pay the aggregate Merger Consideration. Following the Charter Effective Time, (A) at or prior to the Requested Transactions Effective Time, Parent and the Company shall cause the Escrow Agent to irrevocably deposit (or cause to be deposited) with the Payment Agent, in connection with the Pre-Closing Dividend, cash from the Escrow Account in immediately available funds in an amount equal to the sum of the Aggregate Cash Dividend Amount, plus the Partnership Common Unit Cash Amount, plus the Partnership LTIP Unit Cash Amount, (B) at or prior to the Requested Transactions Effective Time, the Company shall irrevocably deposit (or cause to be deposited) with the Payment Agent, in connection with the Pre-Closing Dividend, Class A Stock in book-entry form evidencing a number of shares equal to the Aggregate Stock Dividend Amount, (C) at or prior to the Merger Effective Time, Parent and the Company shall cause the Escrow Agent to irrevocably deposit (or cause to be deposited) with the Payment Agent, for payment to the holders of Company Shares, as applicable, pursuant to the provisions of this Article II, cash from the Escrow Account in immediately available funds in an amount sufficient to pay the aggregate Merger Consideration and (D) at or prior to the consummation of the Parent Common Units Exchange, Parent shall irrevocably deposit (or cause to be deposited) with the Payment Agent a number of Parent Common Units in book-entry form equal to the aggregate number of shares of Class A Stock that are the subject to the Parent Common Units Exchange for payment to Company Stockholders pursuant to the provisions of Section 2.03(f) (such amount of cash stock and units in clauses (A), (B), (C) and (D) collectively being hereinafter referred to herein as the “Exchange Fund”). Until disbursed in accordance In the event any Dissenting Shares cease to be Dissenting Shares, Parent shall deposit, or cause to be deposited, with the terms Paying Agent in the Exchange Fund, an amount equal to the product of (x) the Merger Consideration and conditions (y) the number of this Agreement, such formerly Dissenting Shares. In the cash portion of event the Exchange Fund shall be invested by insufficient to make the Payment Agent, as directed by Parent or the Surviving Corporation, only in obligations of or guaranteed by the United States of America or obligations of an agency of the United States of America which are backed by the full faith and credit of the United States of America. Any interest and other income resulting from such investments shall be apportioned between, and paid to, the Company and Parent based on the relative amount of cash funded by each of them that has not yet been dispersed. To the extent that there are any losses with respect to any investments of the Exchange Fund, or the Exchange Fund diminishes for any reason below the level required for the Payment Agent to promptly pay the cash amounts payments contemplated by this Article IIAgreement, Parent shall, or shall cause Merger Sub or the Surviving Corporation to, promptly replace or restore deposit additional funds with the cash Paying Agent in the Exchange Fund so as to ensure that the Exchange Fund is at all times maintained at a level an amount sufficient for the Payment Agent to make such payments contemplated by this Article II. Any such losses shall be apportioned between, and paid by the Company and Parent based on the relative amount of cash funded by each of them that has not yet been dispersed. Parent shall direct the Payment Agent to hold the Exchange Fund for the benefit of the holders of Company Shares and to make payments from the Exchange Fund in accordance with this Section 2.09payments. The Exchange Fund shall not be used for any purpose other than that is not expressly provided for in this Agreement. The Exchange Fund shall be invested by the Paying Agent as reasonably directed by Parent; provided, however, that (1) any investment of such cash shall in all events be limited to fund payments direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government, in commercial paper rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or in deposit accounts, certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $10 billion (based on the most recent financial statements of such bank that are then publicly available), and (2) no such investment or loss thereon shall affect the amounts payable to the former holders of Shares pursuant to this Article II.

Exchange Fund. Prior to the Charter Effective Time, Acquiror shall designate the transfer agent for the Acquiror Common Stock, or another bank or trust company mutually acceptable to Acquiror and the Company, to act as exchange agent in connection with the Merger (i) the Company “Exchange Agent”). At or prior to the Effective Time, Acquiror shall irrevocably deposit (deposit, or cause to be deposited) in the Escrow Account, in connection with the PreExchange Agent (i) evidence of Acquiror Common Stock issuable in book-Closing Dividend, cash in immediately available funds in an amount entry form equal to the sum applicable portion of the Aggregate Cash Dividend Amount, plus Merger Consideration payable through the Partnership Exchange Agent hereunder (excluding any cash in lieu of fractional shares of Acquiror Common Unit Cash Amount, plus the Partnership LTIP Unit Cash AmountStock), and (ii) Parent, on behalf of Acquisition Sub, shall irrevocably deposit (or cause to be deposited) in the Escrow Account, for payment to the holders of Company Shares, as applicable, pursuant to the provisions of this Article II, cash in immediately available funds in an amount sufficient to pay any cash in lieu of fractional shares of Acquiror Common Stock in accordance with Section 3.07 (such evidence of book-entry shares of Acquiror Common Stock and such cash amounts, the aggregate Merger Consideration. Following “Exchange Fund”), in each case, for the Charter Effective Time, (A) at or prior to the Requested Transactions Effective Time, Parent and sole benefit of the Company Stockholders (other than holders of any Dissenting Shares or Cancelled Shares). In addition, Acquiror shall cause the Escrow Agent to irrevocably deposit (deposit, or cause to be deposited) , with the Payment Exchange Agent, in connection with as necessary from time to time at or after the Pre-Closing Dividend, cash from the Escrow Account in immediately available funds in an amount equal to pay any cash dividends or distributions payable in accordance with Section 3.03(c). Acquiror shall cause the sum Exchange Agent to make, and the Exchange Agent shall make, delivery of the applicable portion of the Aggregate Cash Dividend Amount, plus the Partnership Common Unit Cash Amount, plus the Partnership LTIP Unit Cash Amount, (B) at or prior to the Requested Transactions Effective Time, the Company shall irrevocably deposit (or cause to be deposited) with the Payment Agent, in connection with the Pre-Closing Dividend, Class A Stock in book-entry form evidencing a number of shares equal to the Aggregate Stock Dividend Amount, (C) at or prior to the Merger Effective Time, Parent and the Company shall cause the Escrow Agent to irrevocably deposit (or cause to be deposited) with the Payment Agent, for payment to the holders of Company Shares, as applicable, pursuant to the provisions of this Article II, cash from the Escrow Account in immediately available funds in an amount sufficient to pay the aggregate Merger Consideration and (D) at or prior to payable through the consummation Exchange Agent hereunder, including payment of the Parent Common Units Exchange, Parent shall irrevocably deposit (or cause to be deposited) with the Payment Agent a number any cash in lieu of Parent Common Units in book-entry form equal to the aggregate number of fractional shares of Class A Acquiror Common Stock that are the subject to the Parent Common Units Exchange for payment to Company Stockholders pursuant to the provisions of Section 2.03(f) (such amount of cash stock and units in clauses (A), (B), (C) and (D) collectively being referred to herein as the “Exchange Fund”). Until disbursed in accordance with Section 3.07 and cash dividends or distributions payable in accordance with Section 3.03(c), out of the terms and conditions of Exchange Fund in accordance with this Agreement, the . The Exchange Fund shall not be used for any purpose that is not expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by the Payment Agent, Exchange Agent as reasonably directed by Parent Acquiror; provided, that (i) no investment of such cash shall have maturities that could prevent or the Surviving Corporation, only delay payments to be made pursuant to this Agreement and (ii) such investments in all events shall be in short-term obligations of or guaranteed by the United States of America or obligations of an agency of the United States of America which are with maturities of no more than 30 days, or guaranteed by, and backed by the full faith and credit of of, the United States of America. Any interest and other income resulting from such investments shall be apportioned between, and paid to, the Company and Parent based on the relative amount of cash funded by each of them that has not yet been dispersedto Acquiror. To the extent that there are any No investment losses with respect to any investments resulting from investment of the Exchange Fund, or Fund shall diminish the Exchange Fund diminishes for rights of any reason below the level required for the Payment Agent former holder of Company Stock to promptly pay the receive cash amounts payments contemplated by this Article IIIII. To the extent, Parent for any reason, the amount in the Exchange Fund is below that required to make prompt payment of the aggregate cash payments contemplated by this Article III, Acquiror shall, or shall cause the Surviving Corporation toupon becoming aware of such deficiency, promptly replace replace, restore or restore supplement the cash in the Exchange Fund so as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Payment Exchange Agent to make such the payment of the aggregate cash payments contemplated by this Article II. Any such losses shall be apportioned between, and paid by the Company and Parent based on the relative amount of cash funded by each of them that has not yet been dispersed. Parent shall direct the Payment Agent to hold the Exchange Fund for the benefit of the holders of Company Shares and to make payments from the Exchange Fund in accordance with this Section 2.09. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Article IIIII.

Exchange Fund. Prior to the Charter Partnership Merger Effective Time, (i) DLR shall designate American Stock Transfer & Trust Company to act as the Company shall irrevocably deposit (or cause to be deposited) in the Escrow Account, exchange agent in connection with the PreMergers (the “Exchange Agent”). Prior to the Company Merger Effective Time, DLR shall deposit, or cause DLR OP to deposit, with the Exchange Agent (i) evidence of DLR Common Stock and DLR Series C Preferred Stock in book-Closing Dividend, cash in immediately available funds in an amount entry form issuable pursuant to Section 2.1(a)(i) equal to the sum of the Aggregate Cash Dividend Amount, plus the Partnership Common Unit Cash Amount, plus the Partnership LTIP Unit Cash Amount, aggregate Merger Consideration (excluding any Fractional Share Consideration) and aggregate Preferred Merger Consideration and (ii) Parent, on behalf of Acquisition Sub, shall irrevocably deposit (or cause to be deposited) in the Escrow Account, for payment to the holders of Company Shares, as applicable, pursuant to the provisions of this Article II, cash in immediately available funds in an amount sufficient to pay the aggregate Merger Consideration. Following the Charter Effective Time, Fractional Share Consideration and any dividends or other distributions under Section 2.2(f) (A) at or prior to the Requested Transactions Effective Time, Parent and the Company shall cause the Escrow Agent to irrevocably deposit (or cause to be deposited) with the Payment Agent, in connection with the Pre-Closing Dividend, cash from the Escrow Account in immediately available funds in an amount equal to the sum such evidence of the Aggregate Cash Dividend Amount, plus the Partnership Common Unit Cash Amount, plus the Partnership LTIP Unit Cash Amount, (B) at or prior to the Requested Transactions Effective Time, the Company shall irrevocably deposit (or cause to be deposited) with the Payment Agent, in connection with the Pre-Closing Dividend, Class A Stock in book-entry form evidencing a number of shares equal to the Aggregate Stock Dividend Amount, (C) at or prior to the Merger Effective Time, Parent and the Company shall cause the Escrow Agent to irrevocably deposit (or cause to be deposited) with the Payment Agent, for payment to the holders of Company Shares, as applicable, pursuant to the provisions of this Article II, cash from the Escrow Account in immediately available funds in an amount sufficient to pay the aggregate Merger Consideration and (D) at or prior to the consummation of the Parent Common Units Exchange, Parent shall irrevocably deposit (or cause to be deposited) with the Payment Agent a number of Parent Common Units in book-entry form equal to the aggregate number of shares of Class A DLR Common Stock that are the subject to the Parent Common Units Exchange for payment to Company Stockholders pursuant to the provisions of Section 2.03(f) (such amount of and DLR Series C Preferred Stock and cash stock and units in clauses (A)amounts, (B)together with any dividends or other distributions with respect thereto, (C) and (D) collectively being referred to herein as the “Exchange Fund”), in each case, for the sole benefit of the holders of shares of Company Common Stock, Company Series C Preferred Stock and DLR (solely to the extent any amounts in the Exchange Fund are in excess of the amounts payable pursuant to Section 2.1(a)(i)). Until disbursed In the event the Exchange Fund shall be insufficient to pay the aggregate Fractional Share Consideration and any dividends or other distributions under Section 2.2(f), DLR shall, or shall cause DLR OP to, promptly deposit additional funds with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment. DLR shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Merger Consideration, including payment of the Fractional Share Consideration and Preferred Merger Consideration and any amounts payable in respect of dividends or other distributions on shares of DLR Common Stock or DLR Series C Preferred Stock in accordance with Section 2.2(f) out of the terms and conditions of Exchange Fund in accordance with this Agreement, the . The Exchange Fund shall not be used for any purpose that is not expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by the Payment Agent, Exchange Agent as reasonably directed by Parent DLR; provided, however, that any investment of such cash shall in all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the Surviving U.S. government, in commercial paper rated P-1 or A-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, only respectively, or in obligations certificates of deposit, bank repurchase agreements or guaranteed by banker’s acceptances of commercial banks with capital exceeding $10 billion (based on the United States most recent financial statements of America such bank that are then publicly available), and that no such investment or obligations loss thereon shall affect the amounts payable to holders of an agency of the United States of America which are backed by the full faith and credit of the United States of AmericaCertificates or Book-Entry Shares pursuant to this Article II. Any interest and other income resulting from such investments shall be apportioned between, and paid to, to DLR on the earlier of (i) one (1) year after the Company and Parent based on Merger Effective Time or (ii) the relative amount of cash funded by each of them that has not yet been dispersed. To the extent that there are any losses with respect to any investments full payment of the Exchange Fund; provided, or the Exchange Fund diminishes for that any reason below the level required for the Payment Agent to promptly pay the cash amounts contemplated by this Article II, Parent shall, or shall cause the Surviving Corporation to, promptly replace or restore the cash in the Exchange Fund so as to ensure that in excess of the Exchange Fund is at all times maintained at a level sufficient for the Payment Agent to make such payments contemplated by this Article II. Any such losses amounts payable under Section 2.1(a)(i) shall be apportioned between, and promptly paid by the Company and Parent based on the relative amount of cash funded by each of them that has not yet been dispersed. Parent shall direct the Payment Agent to hold the Exchange Fund for the benefit of the holders of Company Shares and to make payments from the Exchange Fund in accordance with this Section 2.09. The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to this Article IIDLR.

Exchange Fund. Prior to the Charter Effective Time, (i) Parent or Purchaser shall designate a bank or trust company reasonably acceptable to the Company to act as the exchange agent in connection with the Merger (the “Exchange Agent”). The Exchange Agent shall irrevocably deposit (also act as the agent for the holders of Company Shares and Company Preferred Shares for the purpose of receiving and holding their Form of Election in Merger, Certificates and Book­Entry Shares and shall obtain no rights or interests in the shares represented thereby. At or immediately after the Effective Time, Parent or Purchaser shall deposit, or cause to be deposited, with the Exchange Agent (i) in the Escrow Accountevidence of Parent Common Stock and Parent Series E Preferred Stock issuable pursuant to Section 3.1(a) and Section 3.1(d), respectively, in connection with the Pre-Closing Dividend, cash in immediately available funds in an amount book­entry form equal to the sum aggregate Parent Common Stock portion of the Aggregate Cash Dividend AmountCommon Merger Consideration (excluding any Fractional Share Consideration) and the aggregate Preferred Merger Consideration, plus the Partnership Common Unit Cash Amount, plus the Partnership LTIP Unit Cash Amountrespectively, and (ii) Parent, on behalf of Acquisition Sub, shall irrevocably deposit (or cause to be deposited) in the Escrow Account, for payment to the holders of Company Shares, as applicable, pursuant to the provisions of this Article II, cash in immediately available funds in an amount sufficient to pay the aggregate cash portion of the Merger Consideration. Following the Charter Effective Time, (A) at or prior to the Requested Transactions Effective Time, Parent and the Company shall cause the Escrow Agent to irrevocably deposit (or cause to be deposited) with the Payment Agent, in connection with the Pre-Closing Dividend, cash from the Escrow Account in immediately available funds in an amount equal to the sum of the Aggregate Cash Dividend Amount, plus the Partnership Common Unit Cash Amount, plus the Partnership LTIP Unit Cash Amount, (B) at or prior to the Requested Transactions Effective Time, the Company shall irrevocably deposit (or cause to be deposited) with the Payment Agent, in connection with the Pre-Closing Dividend, Class A Stock in book-entry form evidencing a number of shares equal to the Aggregate Stock Dividend Amount, (C) at or prior to the Merger Effective Time, Parent and the Company shall cause the Escrow Agent to irrevocably deposit (or cause to be deposited) with the Payment Agent, for payment to the holders of Company Shares, as applicable, pursuant to the provisions of this Article II, cash from the Escrow Account in immediately available funds in an amount sufficient to pay the aggregate Merger Fractional Share Consideration and any dividends under Section 3.2(f) (D) at or prior to the consummation such evidence of the Parent Common Units Exchange, Parent shall irrevocably deposit (or cause to be deposited) with the Payment Agent a number book­entry shares of Parent Common Units in book-entry form equal to the aggregate number of shares of Class A Stock that are the subject to the and Parent Common Units Exchange for payment to Company Stockholders pursuant to the provisions of Section 2.03(f) (such amount of Series E Preferred Stock and cash stock and units in clauses (A)amounts, (B)together with any dividends or other distributions with respect thereto, (C) and (D) collectively being referred to herein as the “Exchange Fund”), in each case, for the sole benefit of the holders of Company Shares and Company Preferred Shares. Until disbursed in accordance with In the terms and conditions of this Agreement, the cash portion of event the Exchange Fund shall be invested by the Payment Agent, insufficient (other than as directed by Parent or the Surviving Corporation, only in obligations a result of or guaranteed by the United States of America or obligations of an agency payment of the United States of America which are backed by Merger Consideration in accordance with this Agreement) to pay the full faith and credit aggregate cash portion of the United States of America. Any interest Merger Consideration, Fractional Share Consideration and other income resulting from such investments shall be apportioned between, and paid to, the Company and Parent based on the relative amount of cash funded by each of them that has not yet been dispersed. To the extent that there are any losses with respect to any investments of the Exchange Fund, or the Exchange Fund diminishes for any reason below the level required for the Payment Agent to promptly pay the cash amounts contemplated by this Article IIdividends under Section 3.2(f), Parent shall, or shall cause the Surviving Corporation to, promptly replace deposit, or restore the cash in cause to be deposited, additional funds with the Exchange Fund so as Agent in an amount which is equal to ensure the shortfall that the Exchange Fund is at all times maintained at a level sufficient for the Payment Agent required to make such payments contemplated by this Article II. Any such losses shall be apportioned between, and paid by the Company and Parent based on the relative amount of cash funded by each of them that has not yet been dispersedpayment. Parent shall direct cause the Payment Exchange Agent to hold make, and the Exchange Fund for the benefit Agent shall make, delivery of the holders Merger Consideration, including payment of Company Shares the Fractional Share Consideration, and to make payments from any amounts payable in respect of dividends or other distributions on shares of Parent Common Stock in accordance with Section 3.2(f) out of the Exchange Fund in accordance with this Section 2.09Agreement. The Exchange Fund shall not be used for any purpose other than that is not expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by the Exchange Agent as reasonably directed by Parent; provided, however, that any investment of such cash shall in all events be limited to fund payments direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government, in commercial paper rated P-1 or A­1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $10 billion (based on the most recent financial statements of such bank that are then publicly available), and that no such investment or loss thereon shall affect the amounts payable to holders of Certificates or Book­Entry Shares pursuant to this Article IIIII. Any interest and other income resulting from such investments shall be paid to the Surviving Corporation on the earlier of (A) one (1) year after the Effective Time or (B) the full payment of the Exchange Fund.