Common use of Exxxxxx Money Clause in Contracts

Exxxxxx Money. Buyer is to deposit the Exxxxxx Money as follows: (a) Within two (2) business days after execution and delivery of this Agreement by the parties, Buyer shall deposit the amount of One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) (the “Initial Deposit”) with Fidelity National Title Group, 6000 Xxxxxx Xxxxxx, Xxxxx XX-00, Xxxxxxx, Xxxxxxxxx 00000 (“Escrow Agent”); (b) if this Agreement has not been terminated prior to the expiration of the Inspection Period, within two (2) business days following the expiration of the Inspection Period, Buyer shall deposit the additional amount of Six Hundred Thousand and No/100 Dollars ($600,000.00) (the “Final Deposit”) with Escrow Agent, and (c) if Buyer elects to extend the Closing Date, the Buyer shall deliver the “Extension Deposit” (as hereinafter defined) to Escrow Agent as provided in Section 4.1 (the Initial Deposit, Final Deposit and Extension Deposit, will all interest thereon as and when paid to Escrow Agent is collectively “Exxxxxx Money”). Escrow Agent shall pay the Exxxxxx Money plus the interest earned thereon (i) to Seller at and upon the Closing (and credit the same toward the payment of the Purchase Price) or (ii) otherwise to the party entitled to receive the Exxxxxx Money in accordance with this Agreement. However, unless and until the Closing occurs under this Agreement, the Exxxxxx Money shall be held and disbursed by Escrow Agent pursuant to this Agreement which shall also serve as escrow instructions to Escrow Agent. Escrow Holder’s acceptance of the instructions and agreement to act in accordance with the same shall be evidenced by Escrow Agent’s execution of this Agreement in the space provided at the end of this Agreement. The Exxxxxx Money (and each and every part thereof) shall be held in a federally insured interest bearing account in a financial institution acceptable to Buyer under Buyer’s tax identification number with any fees of the Escrow Holder to be split equally by Buyer and Seller. The Final Deposit portion of the Exxxxxx Money may be in the form of a letter of credit issued by Regions Bank or other institutional lender reasonably acceptable to Seller, whereby such letter of credit shall be issued in the name of the Escrow Agent and shall entitled the Escrow Agent to draw upon such letter of credit (i) in the event the expiration date of such letter of credit is less than thirty (30) days, (ii) in the event that the Seller delivers written notice to the Escrow Agent certifying that the Buyer is in default under this Agreement, which default has not been cured within the applicable cure period, or (iii) at the Closing to be applied toward the payment of the Purchase Price. The Exxxxxx Money and any interest earned thereon shall be fully refundable to Buyer through the Inspection Period, as defined herein. If, after the Inspection Period, the Buyer elects to proceed with the transaction, all Exxxxxx Money plus any interest earned thereon shall become non-refundable but applicable to the Purchase Price.

Exxxxxx Money. Buyer is to deposit the Exxxxxx Money as follows: (a) Within two (2) business days after On the date of the execution and delivery of this Agreement by Seller and Purchaser, Purchaser shall deliver the partiesInitial Exxxxxx Money to Escrow Agent by federal wire transfer, Buyer which Initial Exxxxxx Money shall be held and released by Escrow Agent in accordance with the terms of the Escrow Agreement. The parties hereto mutually acknowledge and agree that time is of the essence in respect of Purchaser’s timely deposit of the Initial Exxxxxx Money with Escrow Agent. If Purchaser fails to timely deposit the amount of One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) (the “Initial Deposit”) Exxxxxx Money with Fidelity National Title Group, 6000 Xxxxxx Xxxxxx, Xxxxx XX-00, Xxxxxxx, Xxxxxxxxx 00000 (“Escrow Agent”); , then, at the option of Seller, exercisable by written notice to Purchaser and Escrow Agent, this Agreement shall terminate, and no party hereto shall have any further rights or obligations hereunder, except those provisions of this Agreement which by their express terms survive the termination of this Agreement. (b) if If Purchaser has not terminated this Agreement has not been terminated prior to the expiration of the Inspection PeriodPeriod pursuant to the terms hereof, within two (2) on or before the business days day following the expiration of the Inspection Period, Buyer Purchaser shall deposit the additional amount Additional Exxxxxx Money with Escrow Agent. The parties hereto mutually acknowledge and agree that time is of Six Hundred Thousand the essence in respect of Purchaser’s timely deposit of the Additional Exxxxxx Money with Escrow Agent; and No/100 Dollars ($600,000.00) (that if Purchaser fails to timely deposit the “Final Deposit”) Additional Exxxxxx Money with Escrow Agent, then, at the option of Seller, exercisable by written notice to Purchaser and Escrow Agent delivered at anytime prior to Purchaser’s deposit of the Additional Exxxxxx Money, this Agreement shall terminate, and Escrow Agent shall deliver the Initial Exxxxxx Money to Seller, and neither party hereto shall have any further rights or obligations hereunder, except those provisions of this Agreement which by their express terms survive the termination of this Agreement. (c) if Buyer elects to extend the Closing Date, the Buyer shall deliver the “Extension Deposit” (as hereinafter defined) to Escrow Agent as provided in Section 4.1 (the Initial Deposit, Final Deposit and Extension Deposit, will all interest thereon as and when paid to Escrow Agent is collectively “Exxxxxx Money”). Escrow Agent shall pay the Exxxxxx Money plus the interest earned thereon (i) to Seller at and upon the Closing (and credit the same toward the payment of the Purchase Price) or (ii) otherwise to the party entitled to receive the Exxxxxx Money in accordance with this Agreement. However, unless and until the Closing occurs under this Agreement, the The Exxxxxx Money shall be held applied to the Purchase Price at the Closing and shall otherwise be held, refunded, or disbursed by Escrow Agent pursuant to this Agreement which shall also serve as escrow instructions to Escrow Agent. Escrow Holder’s acceptance of the instructions and agreement to act in accordance with the same shall be evidenced by terms of the Escrow Agent’s execution of this Agreement in the space provided at the end of and this Agreement. The All interest and other income from time to time earned on the Initial Exxxxxx Money (and each and every part thereof) the Additional Exxxxxx Money shall be held in earned for the account of Purchaser, and shall be a federally insured interest bearing account in a financial institution acceptable to Buyer under Buyer’s tax identification number with any fees of the Escrow Holder to be split equally by Buyer and Seller. The Final Deposit portion part of the Exxxxxx Money; and the Exxxxxx Money may be in the form of a letter of credit issued by Regions Bank or other institutional lender reasonably acceptable to Seller, whereby such letter of credit hereunder shall be issued in the name comprised of the Escrow Agent and shall entitled Initial Exxxxxx Money, the Escrow Agent to draw upon such letter of credit (i) in the event the expiration date of such letter of credit is less than thirty (30) days, (ii) in the event that the Seller delivers written notice to the Escrow Agent certifying that the Buyer is in default under this Agreement, which default has not been cured within the applicable cure period, or (iii) at the Closing to be applied toward the payment of the Purchase Price. The Additional Exxxxxx Money and any all such interest earned thereon shall be fully refundable to Buyer through the Inspection Period, as defined herein. If, after the Inspection Period, the Buyer elects to proceed with the transaction, all Exxxxxx Money plus any interest earned thereon shall become non-refundable but applicable to the Purchase Priceand other income.

Exxxxxx Money. Buyer is to deposit the Exxxxxx Money as follows: (a) Within two (2) business days after Concurrently with the execution and delivery of this Agreement by the partiesAgreement, Buyer Purchaser shall deposit the amount sum of One Hundred Fifty Thousand FIVE MILLION and No/100 Dollars ($150,000.00) (5,000,000)(together with all interest earned on such sums, the “Initial DepositExxxxxx Money”) in good funds, either by certified bank or cashier’s check or by federal wire transfer, with Fidelity National Partners Title Group, 6000 Xxxxxx Xxxxxx, Xxxxx XX-00, Xxxxxxx, Xxxxxxxxx 00000 Company (“Escrow Agent”); ) having its office at 700 Xxxx Xxxxxx, Xxxxx 0000X, Xxxxxxx, Xxxxx, 00000, Attention: Rxxx Xxxxxxxx, Facsimile No.: (000) 000-0000. (b) if this Agreement Upon the delivery (or required delivery) of all or any portion of the Exxxxxx Money by Purchaser to Escrow Agent, the Exxxxxx Money (including any portion thereof that is required to be delivered but has not been terminated prior delivered by Purchaser) shall be fully earned by Seller and non-refundable to the expiration of the Inspection PeriodPurchaser for any reason whatsoever, within two (2) business days following the expiration of the Inspection Period, Buyer except that Purchaser shall deposit the additional amount of Six Hundred Thousand and No/100 Dollars ($600,000.00) (the “Final Deposit”) with Escrow Agent, and (c) if Buyer elects to extend the Closing Date, the Buyer shall deliver the “Extension Deposit” (as hereinafter defined) to Escrow Agent as provided in Section 4.1 (the Initial Deposit, Final Deposit and Extension Deposit, will all interest thereon as and when paid to Escrow Agent is collectively “Exxxxxx Money”). Escrow Agent shall pay the Exxxxxx Money plus the interest earned thereon (i) to Seller at and upon the Closing (and credit the same toward the payment of the Purchase Price) or (ii) otherwise to the party be entitled to receive a return of the Exxxxxx Money in the event this Agreement is timely terminated as a result of Purchaser’s election to terminate strictly in accordance with this Agreement. Howeverand pursuant to (i) Section 2.3(b) below, unless and until (ii) Section 4.8 below, or (iii) Section 7.2 below (following the Closing occurs under this Agreement, occurrence of a major casualty). (c) Escrow Agent shall hold the Exxxxxx Money shall be held and disbursed by Escrow Agent pursuant to this Agreement which shall also serve as escrow instructions to Escrow Agent. Escrow Holder’s acceptance of the instructions and agreement to act in an interest-bearing account in accordance with the same shall be evidenced by Escrow Agent’s execution of this Agreement in the space provided at the end terms and conditions of this Agreement. The Exxxxxx Money (and each and every part thereof) shall be held invested in a federally insured obligations of, or obligations guaranteed as to principal and interest bearing account in a financial institution acceptable to Buyer under Buyer’s tax identification number with by, the U.S. government or any fees agency or instrumentality thereof, when such obligations are backed by the full faith and credit of the Escrow Holder U.S. investments approved by Purchaser. All interest accruing on such sums shall become a part of the Exxxxxx Money and shall be distributed as Exxxxxx Money in accordance with the terms of this Agreement. Notwithstanding any provision of this Agreement to be split equally by Buyer the contrary, in no event shall Seller have any responsibility or liability to Purchaser in connection with the accrual or payment of interest on any portion of the Exxxxxx Money. (d) Time is of the essence for the delivery of Exxxxxx Money under this Agreement and Seller. The Final Deposit the failure of Purchaser to timely deliver any portion of the Exxxxxx Money may shall be in the form of a letter of credit issued by Regions Bank or other institutional lender reasonably acceptable to material default, and shall entitle Seller, whereby such letter of credit shall be issued in the name of the Escrow Agent at Seller’s sole option, to terminate this Agreement immediately and shall entitled the Escrow Agent to draw upon such letter of credit (i) in the event the expiration date of such letter of credit is less than thirty (30) days, (ii) in the event that the pursue all remedies available to Seller delivers written notice to the Escrow Agent certifying that the Buyer is in default under this Agreement, which default has not been cured within the Agreement and applicable cure period, or (iii) at the Closing to be applied toward the payment of the Purchase Price. The Exxxxxx Money and any interest earned thereon shall be fully refundable to Buyer through the Inspection Period, as defined herein. If, after the Inspection Period, the Buyer elects to proceed with the transaction, all Exxxxxx Money plus any interest earned thereon shall become non-refundable but applicable to the Purchase Pricelaw.

Exxxxxx Money. Buyer is to deposit the Exxxxxx Money as follows: (a) Within two (2) business days after execution and delivery following the Effective Date, Purchaser will deliver to the Escrow Agent the sum of this Agreement by the parties, Buyer shall deposit the amount of One Hundred Fifty Thousand and No/100 Dollars SEVEN HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($150,000.00750,000.00) (the “Initial Deposit”) with Fidelity National Title Group, 6000 Xxxxxx Xxxxxx, Xxxxx XX-00, Xxxxxxx, Xxxxxxxxx 00000 (“Escrow AgentFirst Exxxxxx Money”); (b) if this Agreement has not been terminated prior to the expiration of the Inspection Period, within . Within two (2) business days following the expiration of the Inspection Study Period, Buyer assuming Purchaser has not previously elected to terminate this Agreement, Purchaser shall deposit deliver to the Escrow Agent the additional amount sum of Six Hundred Thousand and No/100 Dollars FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($600,000.00500,000.00) (the “Final DepositSecond Exxxxxx Money”‘) with Escrow Agent(the First Exxxxxx Money and the Second Exxxxxx Money, if any, and (c) if Buyer elects to extend the Closing Date, the Buyer shall deliver the “Extension Deposit” (as hereinafter defined) to Escrow Agent as provided in Section 4.1 (the Initial Deposit, Final Deposit and Extension Deposit, will all interest earned thereon are hereinafter collectively referred to as and when paid to Escrow Agent is collectively the “Exxxxxx Money”). If Purchaser fails to deliver the Second Exxxxxx Money within such two (2) business day period, then Seller shall have the right (exercisable in its sole discretion) to terminate this Agreement by delivery of written notice to Purchaser giving Purchaser three (3) business days after Purchaser’s receipt of such notice to deliver the Second Exxxxxx Money to Escrow Agent. If no such termination notice is given by Seller as herein provided, then the Agreement shall continue in full force and effect in accordance with its terms. If Seller provides the termination notice to Purchaser and Purchaser fails to deliver the Second Exxxxxx Money to Escrow Agent within three (3) business days after Purchaser’s receipt of Seller’s notice, the Seller and Purchaser each shall promptly instruct Escrow Agent to pay the First Exxxxxx Money plus to Seller and, except under those provisions of the Agreement that by their express terms survive the termination of the Agreement, shall have no further rights or obligations under this Agreement. The Exxxxxx Money shall be invested by the Escrow Agent in short-term interest bearing accounts at banks or other financial institutions, which accounts must be insured by the Federal Deposit Insurance Corporation. All interest earned thereon (i) to Seller at and upon the Closing (and credit the same toward the payment of the Purchase Price) or (ii) otherwise on such deposits shall belong to the party (as between Seller and Purchaser) who is entitled to receive the Exxxxxx Money under the applicable provisions of this Agreement. In the event the transactions contemplated herein are not closed in accordance with this Agreement. However, unless and until the Closing occurs under this Agreementprovisions hereof, the Exxxxxx Money shall be held and disbursed by Escrow Agent pursuant to this Agreement which shall also serve either Seller or Purchaser as escrow instructions to Escrow Agent. Escrow Holder’s acceptance of the instructions and agreement to act provided in accordance with the same shall be evidenced by Escrow Agent’s execution of this Agreement in the space provided at the end of this Agreement. The Exxxxxx Money (and each and every part thereof) shall be held in a federally insured interest bearing account in a financial institution acceptable to Buyer under Buyer’s tax identification number with any fees of the Escrow Holder to be split equally by Buyer and Seller. The Final Deposit portion of the Exxxxxx Money may be in the form of a letter of credit issued by Regions Bank or other institutional lender reasonably acceptable to Seller, whereby such letter of credit shall be issued in the name of the Escrow Agent and shall entitled the Escrow Agent to draw upon such letter of credit (i) in the event the expiration date of such letter of credit is less than thirty (30) days, (ii) in the event that the Seller delivers written notice to the Escrow Agent certifying that the Buyer is in default under this Agreement, which default has not been cured within the applicable cure period, or (iii) at the Closing to be applied toward the payment of the Purchase Price. The Exxxxxx Money and any interest earned thereon shall be fully refundable to Buyer through the Inspection Period, as defined herein. If, after the Inspection Period, the Buyer elects to proceed with the transaction, all Exxxxxx Money plus any interest earned thereon shall become non-refundable but applicable to the Purchase Price.

Exxxxxx Money. Buyer is to deposit the Exxxxxx Money as follows: Within one (a) Within two (21) business days after execution and delivery day following the Effective Date, Purchaser will deliver to the Escrow Agent the sum of this Agreement by the parties, Buyer shall deposit the amount of One Hundred Fifty Thousand and No/100 Dollars TWO HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($150,000.00250,000.00) (the “Initial First Exxxxxx Money Deposit”) with Fidelity National Title Group, 6000 Xxxxxx Xxxxxx, Xxxxx XX-00, Xxxxxxx, Xxxxxxxxx 00000 ). Within one (“Escrow Agent”); (b) if this Agreement has not been terminated prior to the expiration of the Inspection Period, within two (21) business days day following the expiration of the Inspection Study Period, Buyer assuming Purchaser has not previously elected to terminate this Agreement, Purchaser shall deposit deliver to the Escrow Agent the additional amount sum of Six Hundred Thousand and No/100 Dollars TWO HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($600,000.00250,000.00) (the “Final Second Exxxxxx Money Deposit”) with Escrow Agent(the First Exxxxxx Money Deposit and the Second Exxxxxx Money Deposit, if any, and (c) if Buyer elects to extend the Closing Date, the Buyer shall deliver the “Extension Deposit” (as hereinafter defined) to Escrow Agent as provided in Section 4.1 (the Initial Deposit, Final Deposit and Extension Deposit, will all interest earned thereon are hereinafter collectively referred to as and when paid to Escrow Agent is collectively the “Exxxxxx Money”). The Exxxxxx Money shall be invested by the Escrow Agent shall pay in short term interest bearing accounts at banks or other financial institutions, which accounts must be insured by the Exxxxxx Money plus the Federal Deposit Insurance Corporation. All interest earned thereon (i) to Seller at and upon the Closing (and credit the same toward the payment of the Purchase Price) or (ii) otherwise on such deposits shall belong to the party (as between the Seller and Purchaser) who is entitled to receive the Exxxxxx Money under the applicable provisions of this Agreement. In the event the transactions contemplated herein are not closed in accordance with this Agreement. However, unless and until the Closing occurs under this Agreementprovisions hereof, the Exxxxxx Money shall be held and disbursed by Escrow Agent pursuant to this Agreement which shall also serve either the Seller or Purchaser as escrow instructions to Escrow Agent. Escrow Holder’s acceptance of the instructions and agreement to act provided in accordance with the same shall be evidenced by Escrow Agent’s execution of this Agreement in the space provided at the end of this Agreement. The Exxxxxx Money (and each and every part thereof) shall be held in a federally insured interest bearing account in a financial institution acceptable to Buyer under Buyer’s tax identification number with any fees Upon the expiration of the Escrow Holder to be split equally by Buyer and Seller. The Final Deposit portion of Study Period, the Exxxxxx Money may will automatically be in the form of a letter of credit issued by Regions Bank or other institutional lender reasonably acceptable to Seller, whereby such letter of credit shall be issued in the name of the Escrow Agent at-risk and shall entitled the Escrow Agent to draw upon such letter of credit (i) in the event the expiration date of such letter of credit is less than thirty (30) days, (ii) in the event that the Seller delivers written notice to the Escrow Agent certifying that the Buyer is in default under this Agreement, which default has not been cured within the applicable cure period, or (iii) at the Closing to be applied toward the payment of the Purchase Price. The Exxxxxx Money and any interest earned thereon shall be fully refundable to Buyer through the Inspection Period, as defined herein. If, after the Inspection Period, the Buyer elects to proceed with the transaction, all Exxxxxx Money plus any interest earned thereon shall become non-refundable but applicable to the Purchase PricePurchaser, except as otherwise set forth in this Agreement.

Exxxxxx Money. Buyer is to deposit the Exxxxxx Money as follows: (a) Within two three (23) business days after execution and delivery of this Agreement by following the partiesEffective Date, Buyer Purchaser shall deposit with Escrow Agent the amount sum of One Hundred Fifty Thousand and No/100 No/00 Dollars ($150,000.0050,000.00) by wire transfer of immediately available funds (the “"Initial Deposit”) with Fidelity National Title Group, 6000 Xxxxxx Xxxxxx, Xxxxx XX-00, Xxxxxxx, Xxxxxxxxx 00000 Exxxxxx Money"). On or before the date which is three (“Escrow Agent”); (b) if this Agreement has not been terminated prior to the expiration of the Inspection Period, within two (23) business days following the expiration of the Inspection PeriodPeriod (as defined in Section 3.2), Buyer in the event Purchaser has not sooner terminated this Agreement in accordance with the terms hereof, Purchaser shall deposit with Escrow Agent the additional amount sum of Six Nine Hundred Fifty Thousand and No/100 No/00 Dollars ($600,000.00950,000.00) by wire transfer of immediately available funds (the “Final Deposit”) with Escrow Agent"Additional Exxxxxx Money"). The Initial Exxxxxx Money and the Additional Exxxxxx Money, and (c) any interest thereon pursuant to Section 10.1 shall individually and collectively be referred to herein as the "Exxxxxx Money." The Exxxxxx Money is consideration for the rights granted to Purchaser to purchase the Property and if Buyer elects Purchaser has not terminated this Agreement in accordance with Section 3.2, then the Exxxxxx Money will be non refundable except if a Purchaser Permitted Termination Event occurs. The Exxxxxx Money shall be applied to extend the Purchase Price on the Closing Date and paid to Seller through the escrow process outlined herein, or at Purchaser's election, upon release of the Purchase Price to Seller on the Closing Date, the Buyer shall deliver the “Extension Deposit” (as hereinafter defined) to Escrow Agent as provided in Section 4.1 (the Initial Deposit, Final Deposit and Extension Deposit, will all interest thereon as and when paid to Escrow Agent is collectively “Exxxxxx Money”). Escrow Agent shall pay the Exxxxxx Money plus the interest earned thereon (i) to Seller at and upon the Closing (and credit the same toward the payment of the Purchase Price) or (ii) otherwise to the party entitled to receive the Exxxxxx Money in accordance with this Agreement. However, unless and until the Closing occurs under this Agreement, the Exxxxxx Money shall be held returned to Purchaser, and shall otherwise be held, credited, disbursed by Escrow Agent pursuant to and refunded in the manner set forth herein. For purposes of this Agreement which shall also serve as escrow instructions to Escrow Agent. Escrow Holder’s acceptance of Agreement, "Purchaser Permitted Termination Event" means the instructions and agreement to act in accordance with the same shall be evidenced by Escrow Agent’s execution termination of this Agreement by Purchaser for any of the following reasons: (i) pursuant to Section 3.2 as a result of Purchaser's inspection of the Property; (ii) pursuant to Section 2.3 as a result of a title or survey matter; (iii) pursuant to Section 4.6 if a closing condition benefiting Purchaser is not satisfied; (v) pursuant to Section 7.1 in the space provided at event of "major" damage to the end Property; or (vi) pursuant to Section 6.2 in the event of a Seller default. (b) In any event, if Purchaser is entitled to have the Exxxxxx Money returned to Purchaser pursuant to any provision of this Agreement. The Exxxxxx Money , One Hundred and No/00 Dollars (and each and every part thereof$100.00) shall be held in a federally insured interest bearing account in a financial institution acceptable to Buyer under Buyer’s tax identification number with any fees of the Escrow Holder to be split equally by Buyer and Seller. The Final Deposit portion of the Exxxxxx Money may shall nevertheless be paid to Seller as good and sufficient consideration for entering into this Agreement. In addition, Seller acknowledges that Purchaser, in evaluating the form of a letter of credit issued by Regions Bank or other institutional lender reasonably acceptable to Seller, whereby such letter of credit shall be issued in the name Property and performing its due diligence investigation of the Escrow Agent Property, will devote internal resources and shall entitled the Escrow Agent to draw upon incur expenses, and that such letter efforts and expenses of credit (i) in the event the expiration date of such letter of credit is less than thirty (30) daysPurchaser also constitute good, (ii) in the event that the Seller delivers written notice to the Escrow Agent certifying that the Buyer is in default under valuable and sufficient consideration for this Agreement, which default has not been cured within the applicable cure period, or (iii) at the Closing to be applied toward the payment of the Purchase Price. The Exxxxxx Money and any interest earned thereon shall be fully refundable to Buyer through the Inspection Period, as defined herein. If, after the Inspection Period, the Buyer elects to proceed with the transaction, all Exxxxxx Money plus any interest earned thereon shall become non-refundable but applicable to the Purchase Price.

Exxxxxx Money. Buyer is to deposit the Exxxxxx Money as follows: (a) Within two (2) 2 business days after execution and delivery of this Agreement by the partiesContract Date, Buyer shall will deposit with the Closing Agent the cash sum of $500,000.00 (as such amount of One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) (the “Initial Deposit”) with Fidelity National Title Group, 6000 Xxxxxx Xxxxxx, Xxxxx XX-00, Xxxxxxx, Xxxxxxxxx 00000 (“Escrow Agent”); (b) if this Agreement has not been terminated prior may be increased pursuant to the expiration of the Inspection Period, within two (2) business days following the expiration of the Inspection Period, Buyer shall deposit the additional amount of Six Hundred Thousand and No/100 Dollars ($600,000.00) (the “Final Deposit”) with Escrow AgentSection 10.1 below, and (c) if Buyer elects to extend the Closing Dateincluding any accrued interest, the Buyer shall deliver the “Extension Deposit” (as hereinafter defined) to Escrow Agent as provided in Section 4.1 (the Initial Deposit, Final Deposit and Extension Deposit, will all interest thereon as and when paid to Escrow Agent is collectively “Exxxxxx Money”). Escrow Agent shall pay the The Exxxxxx Money plus the interest earned thereon (i) to Seller at and upon shall be held by the Closing (and credit the same toward the payment of the Purchase Price) or (ii) otherwise to the party entitled to receive the Exxxxxx Money Agent until disbursed as set forth in accordance with this Agreement. However, unless Buyer shall execute and until deliver any appropriate W-9 forms requested by the Closing occurs under this AgreementAgent. If Buyer acquires the Property, the Exxxxxx Money shall be held paid to Seller and disbursed by Escrow Agent applied as a credit against the Consideration. If all of the conditions precedent set forth in this Agreement are not met or resolved to the satisfaction of Buyer, or Buyer terminates this Agreement as expressly permitted pursuant to the provisions hereof, the Exxxxxx Money shall be returned by the Closing Agent to Buyer without further instruction from Seller. If all of the conditions precedent set forth in this Agreement which shall also serve as escrow instructions have been satisfied or waived by Buyer, and Buyer is obligated to Escrow Agent. Escrow Holder’s acceptance of purchase the instructions and agreement Property pursuant to act in accordance with the same shall be evidenced by Escrow Agent’s execution terms of this Agreement and thereafter Buyer defaults on its obligation to acquire the Property pursuant to the terms of this Agreement and Seller is not otherwise in material default, then the space provided at Exxxxxx Money shall be delivered to Seller and shall be retained by Seller as liquidated damages. If there is a dispute between Buyer and Seller as to the end distribution of the Exxxxxx Money, or if for any other reason the Closing Agent in good faith elects not to make any such disbursement, the Closing Agent shall continue to hold the Exxxxxx Money until otherwise directed by written instructions executed both by Seller and Buyer, or by a final judgment of a court of competent jurisdiction. Upon request, Buyer and Seller shall execute Closing Agent’s standard exxxxxx money escrow agreement in form reasonably acceptable to Buyer and Seller; provided, however, that if there is any conflict or inconsistency between such escrow agreement and this Agreement, then this Agreement shall control. Notwithstanding anything stated to the contrary in this Agreement, the only circumstance under which Seller shall be entitled to receive the Deposit if Closing fails to occur is if Buyer fails to purchase the Property when it is obligated to do so under this Agreement. The Exxxxxx Money (and each and every part thereof) shall be held in a federally insured interest bearing account in a financial institution acceptable In addition, notwithstanding anything to Buyer under Buyer’s tax identification number with any fees of the Escrow Holder to be split equally by Buyer and Seller. The Final Deposit portion contrary contained herein, $100.00 of the Exxxxxx Money may is earned by Seller in consideration of the rights granted to Buyer under Section 6 hereof and shall be in the form of a letter of credit issued by Regions Bank or other institutional lender reasonably acceptable to Seller, whereby such letter of credit shall be issued in the name of the Escrow Agent and shall entitled the Escrow Agent to draw upon such letter of credit (i) in the event the expiration date of such letter of credit is less than thirty (30) days, (ii) in the event that the Seller delivers written notice to the Escrow Agent certifying that the Buyer is in default under this Agreement, which default has not been cured within the applicable cure period, or (iii) at the Closing to be applied toward the payment of the Purchase Price. The Exxxxxx Money and any interest earned thereon shall be fully refundable to Buyer through the Inspection Period, as defined herein. If, after the Inspection Period, the Buyer elects to proceed with the transaction, all Exxxxxx Money plus any interest earned thereon shall become events non-refundable but applicable to the Purchase PriceBuyer.

Exxxxxx Money. Buyer is Purchaser shall deliver to deposit the Exxxxxx Money as follows: PARAGON COMMERCIAL REAL ESTATE (a“Escrow Agent”) Within within two (2) business days after execution the effective date of this Agreement, the sum of TWENTY FIVE THOUSAND AND NO ONE-HUNDREDTHS DOLLARS ($25,000.00) in cash to be held by the Escrow Agent in an interest-bearing escrow account as Purchaser and delivery Seller shall direct in accordance with the provisions of this Agreement, including, without limitation the supplemental escrow instructions set forth on Schedule 1 attached hereto and incorporated herein by reference. In the event there is a conflict between the provisions of this Agreement by and the partiesprovisions of the supplemental escrow instructions, Buyer shall deposit the amount provisions of One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) (the “Initial Deposit”) with Fidelity National Title Group, 6000 Xxxxxx Xxxxxx, Xxxxx XX-00, Xxxxxxx, Xxxxxxxxx 00000 (“Escrow Agent”); (b) if this Agreement has shall govern. If Purchaser does not been terminated prior terminate this Agreement pursuant to Section 4.6, the expiration of the Inspection Period, Purchaser shall deliver to Escrow Agent within two (2) business days following after the expiration of the Inspection Period, Buyer shall deposit the Completion Date an additional amount sum of Six Hundred Thousand and No/100 Dollars ONE HUNDRED SEVENTY FIVE THOUSAND DOLLARS ($600,000.00) (the “Final Deposit”) with Escrow Agent, and (c) if Buyer elects to extend the Closing Date, the Buyer shall deliver the “Extension Deposit” (as hereinafter defined175,000.00) to be held by Escrow Agent in an interest bearing account as provided Purchaser and Seller shall direct in Section 4.1 (accordance with the Initial Deposit, Final Deposit terms set forth above. Said payments are individually and Extension Deposit, will all interest thereon collectively referred to herein as and when paid to Escrow Agent is collectively the “Exxxxxx Money”). Escrow Agent Seller shall pay have the option of terminating this Agreement if the Exxxxxx Money plus is not delivered to the interest earned thereon (i) to Seller at and upon Escrow Agent within either such times. If the Closing (and credit the same toward the payment sale of the Purchase Price) or (ii) otherwise Property is consummated pursuant to the party entitled to receive the Exxxxxx Money in accordance with this Agreement. However, unless and until the Closing occurs under terms of this Agreement, the Exxxxxx Money shall be held and disbursed by Escrow Agent pursuant to this Agreement which shall also serve any accrued interest (less the Independent Consideration as escrow instructions to Escrow Agent. Escrow Holder’s acceptance of the instructions and agreement to act defined in accordance with the same shall be evidenced by Escrow Agent’s execution of this Agreement in the space provided at the end of this Agreement. The Exxxxxx Money (and each and every part thereofSection 3.2) shall be held in a federally insured interest bearing account in a financial institution acceptable paid to Buyer under Buyer’s tax identification number with any fees of the Escrow Holder Seller and applied to be split equally by Buyer and Seller. The Final Deposit portion of the Exxxxxx Money may be in the form of a letter of credit issued by Regions Bank or other institutional lender reasonably acceptable to Seller, whereby such letter of credit shall be issued in the name of the Escrow Agent and shall entitled the Escrow Agent to draw upon such letter of credit (i) in the event the expiration date of such letter of credit is less than thirty (30) days, (ii) in the event that the Seller delivers written notice to the Escrow Agent certifying that the Buyer is in default under this Agreement, which default has not been cured within the applicable cure period, or (iii) at the Closing to be applied toward the payment of the Purchase Price. The If Purchaser terminates this Agreement in accordance with any right to terminate granted by this Agreement, the Exxxxxx Money and any accrued interest earned thereon (less the Independent Consideration) shall be fully refundable promptly returned to Buyer through Purchaser, and no party hereto shall have any further obligations under this Agreement. If Purchaser breaches this Agreement after Purchaser has approved the Inspection Periodmatters set forth in Section 4 of this Agreement, and the sale of the Property is not consummated as defined herein. If, after the Inspection Period, the Buyer elects to proceed with the transactiona result of such breach, all Exxxxxx Money plus deposited hereunder, together with all accrued interest, shall be delivered by the Escrow Agent to Seller, and no party shall have any interest earned thereon shall become non-refundable but applicable to the Purchase Pricefurther obligations under this Agreement.

Exxxxxx Money. Buyer is to deposit the Exxxxxx Money as follows: (a) Within two three (23) business days after execution and delivery the Effective Date of this Agreement by Agreement, Purchaser shall deliver to Sxxxxxx Title Guaranty (“Escrow Agent”) as initial exxxxxx money (the parties“Initial Exxxxxx Money”), Buyer shall deposit the amount of One Hundred Fifty Fourteen Thousand and No/100 Five Hundred Dollars ($150,000.00) (the “114,500), which Initial Deposit”) with Fidelity National Title Group, 6000 Xxxxxx Xxxxxx, Xxxxx XX-00, Xxxxxxx, Xxxxxxxxx 00000 (“Escrow Agent”); (b) if this Agreement has not been terminated prior to the expiration of the Inspection Period, within two (2) business days following the expiration of the Inspection Period, Buyer shall deposit the additional amount of Six Hundred Thousand and No/100 Dollars ($600,000.00) (the “Final Deposit”) with Escrow Agent, and (c) if Buyer elects to extend the Closing Date, the Buyer shall deliver the “Extension Deposit” (as hereinafter defined) to Escrow Agent as provided in Section 4.1 (the Initial Deposit, Final Deposit and Extension Deposit, will all interest thereon as and when paid to Escrow Agent is collectively “Exxxxxx Money”). Escrow Agent shall pay the Exxxxxx Money plus the interest earned thereon (i) to Seller at and upon the Closing (and credit the same toward the payment of the Purchase Price) or (ii) otherwise to the party entitled to receive the Exxxxxx Money in accordance with this Agreement. However, unless and until the Closing occurs under this Agreement, the Exxxxxx Money shall be held and disbursed by Escrow Agent pursuant to this Agreement which shall also serve as escrow instructions to Escrow Agent. Escrow Holder’s acceptance of the instructions and agreement to act in accordance with the same terms of a written Escrow Agreement, a copy of which is attached hereto as Exhibit “C”. At the Closing (as hereinafter defined), the Initial Exxxxxx Money shall be evidenced applied as partial payment of the Purchase Price due and payable at Closing pursuant to Paragraph 3 below. (b) Unless this Agreement is terminated by Purchaser pursuant to Paragraph 5 hereof, Purchaser shall deliver a check to Escrow Agent’s execution Agent in the amount of One Hundred Fourteen Thousand Five Hundred Dollars ($114,500) (said amount being herein referred to as the “Additional Exxxxxx Money”) within one (1) business day after the expiration of the Inspection Period. If Purchaser fails to pay such Additional Exxxxxx Money on or before the date which is one (1) business days after the expiration of the Inspection Period, Purchaser shall be deemed to have terminated this Agreement under Paragraph 5 hereof and Escrow Agent shall promptly disburse the Exxxxxx Money in accordance with Paragraph 5 hereof and this Agreement shall automatically terminate, and except as expressly provided to the contrary in this Agreement, no party hereto shall have any other or further rights or obligations under this Agreement. (c) For the purposes of this Agreement in the space provided term “Exxxxxx Money” shall mean whatever sums have been delivered to Escrow Agent as exxxxxx money hereunder, including without limitation the Initial Exxxxxx Money and the Additional Exxxxxx Money, if any. The Exxxxxx Money shall be applied to the Purchase Price at the end Closing, and shall otherwise be held, refunded, or disbursed in accordance with the terms of this Agreement. The All interest and other income from time to time earned on the Exxxxxx Money (shall belong to Purchaser and each and every part thereof) shall be held disbursed to Purchaser at any time or from time to time as Purchaser shall direct Escrow Agent, all as provided in a federally insured interest bearing account in a financial institution acceptable to Buyer under Buyer’s tax identification number with any fees of the Escrow Holder to Agreement. In no event shall any such interest or other income be split equally by Buyer and Seller. The Final Deposit portion deemed a part of the Exxxxxx Money may be in the form of a letter of credit issued by Regions Bank or other institutional lender reasonably acceptable to Seller, whereby such letter of credit shall be issued in the name of the Escrow Agent and shall entitled the Escrow Agent to draw upon such letter of credit (i) in the event the expiration date of such letter of credit is less than thirty (30) days, (ii) in the event that the Seller delivers written notice to the Escrow Agent certifying that the Buyer is in default under this Agreement, which default has not been cured within the applicable cure period, or (iii) at the Closing to be applied toward the payment of the Purchase Price. The Exxxxxx Money and any interest earned thereon shall be fully refundable to Buyer through the Inspection Period, as defined herein. If, after the Inspection Period, the Buyer elects to proceed with the transaction, all Exxxxxx Money plus any interest earned thereon shall become non-refundable but applicable to the Purchase PriceMoney.

Exxxxxx Money. Buyer is to deposit the Exxxxxx Money as follows: (a) Within two (2) business days after Contemporaneous with Buyer’s execution and delivery of this Agreement by the partiesAgreement, Buyer shall deposit the amount post with Bank of One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) New York Trust Company of Florida, N.A., as escrow agent (the “Initial Deposit”) with Fidelity National Title Group, 6000 Xxxxxx Xxxxxx, Xxxxx XX-00, Xxxxxxx, Xxxxxxxxx 00000 (“Escrow Agent”); (b) if this Agreement has not been terminated prior , an amount equal to the expiration of the Inspection Period, within two (2) business days following the expiration of the Inspection Period, Buyer shall deposit the additional amount of Six Hundred Thousand and No/100 Dollars ($600,000.00) 5,000,000 (the “Final Deposit”) with Escrow Agent, and (c) if Buyer elects to extend the Closing Date, the Buyer shall deliver the “Extension Deposit” (as hereinafter defined) to Escrow Agent as provided in Section 4.1 (the Initial Deposit, Final Deposit and Extension Deposit, will all interest thereon as and when paid to Escrow Agent is collectively “Exxxxxx Money”), pursuant to the terms of the Escrow Agreement attached hereto as Exhibit A (the “Escrow Agreement”). In the event the Closing occurs, the Exxxxxx Money shall be paid by the Escrow Agent to the Sellers in accordance with Section 2.02(a) and credited against the amount to be paid by Buyer to Sellers pursuant to Section 2.02(a). If the Closing does not occur, the Exxxxxx Money shall be paid by the Escrow Agent to the Partnership or paid by the Escrow Agent to Buyer in accordance with the remaining provisions of this Section 2.07. In the event Buyer breaches this Agreement by failing or refusing to close the transaction contemplated hereby on the Closing Date and each of the conditions contained in Sections 9.01 and 9.02 (other than the condition set forth in Section 9.02(f)) otherwise has been either fulfilled (or was capable of being fulfilled, absent Buyer’s breach, in the case of the condition in Section 9.01(c)), or waived, the Escrow Agent shall pay the Exxxxxx Money plus to the interest earned thereon (iPartnership as damages. In addition, in the event Buyer does not close solely on account of a failure of the condition in Section 9.02(f) to Seller at and upon be satisfied, the Closing (and credit the same toward the payment of the Purchase Price) or (ii) otherwise to the party entitled to receive Escrow Agent shall pay the Exxxxxx Money to the Partnership as damages. In all other circumstances, including in accordance with the event where Buyer terminates this Agreement. However, unless and until the Closing occurs under this AgreementAgreement pursuant to Section 2.05(g), the Exxxxxx Money shall be held and disbursed paid by the Escrow Agent to Buyer. The Exxxxxx Money shall be invested by the Escrow Agent pursuant to this Agreement which shall also serve as escrow instructions to Escrow Agent. Escrow Holder’s acceptance of the instructions and agreement to act in accordance with the same shall be evidenced by Escrow Agent’s execution of this Agreement in the space provided at the end of this Agreement. The Exxxxxx Money (and each and every part thereof) shall be held in a federally insured interest bearing account in a financial institution acceptable to Buyer under Buyer’s tax identification number with any fees terms of the Escrow Holder to be split equally by Buyer and Seller. The Final Deposit portion of the Exxxxxx Money may be in the form of a letter of credit issued by Regions Bank or other institutional lender reasonably acceptable to Seller, whereby such letter of credit shall be issued in the name of the Escrow Agent and shall entitled the Escrow Agent to draw upon such letter of credit (i) in the event the expiration date of such letter of credit is less than thirty (30) days, (ii) in the event that the Seller delivers written notice to the Escrow Agent certifying that the Buyer is in default under this Agreement, which default has not been cured within the applicable cure period, or (iii) at the Closing to be applied toward the payment of the Purchase Price. The Exxxxxx Money Agreement and any interest earned investment income thereon shall be fully refundable payable to Buyer through the Inspection Period, or as defined herein. If, after the Inspection Period, the Buyer elects to proceed with the transaction, all Exxxxxx Money plus any interest earned thereon shall become non-refundable but applicable to the Purchase Priceotherwise directed by Buyer.

Exxxxxx Money. Buyer is to deposit the Exxxxxx Money as follows: (a) Within two Purchaser shall deliver to the Escrow Holder no later than 5:00 pm (2Florida time) business days on the second (2nd) Business Days after execution and delivery a counterpart of this Agreement signed by the parties, Buyer shall deposit the amount of One Hundred Fifty Thousand Purchaser and No/100 Dollars ($150,000.00) (the “Initial Deposit”) with Fidelity National Title Group, 6000 Xxxxxx Xxxxxx, Xxxxx XX-00, Xxxxxxx, Xxxxxxxxx 00000 (“Escrow Agent”); (b) if this Agreement Seller has not been terminated prior delivered to the expiration of the Inspection Period, within two (2) business days following the expiration of the Inspection Period, Buyer shall deposit the additional amount of Six Hundred Thousand and No/100 Dollars ($600,000.00) (the “Final Deposit”) with Escrow Agent, and (c) if Buyer elects to extend the Closing DatePurchaser, the Buyer shall deliver the “Extension Deposit” sum of $1,277,000 by federal funds wire transfer (as hereinafter defined) to Escrow Agent as provided in Section 4.1 (the Initial Deposit, Final Deposit and Extension Deposit, will together with all interest thereon as and when paid to Escrow Agent is collectively earned thereon, the “Exxxxxx Money”). Escrow Agent This Agreement shall pay terminate and be deemed void ab initio if the Exxxxxx Money plus is not timely deposited with Escrow Holder. The Exxxxxx Money shall be held in escrow by the Escrow Holder in a segregated interest-bearing account, with interest earned thereon (i) to Seller at and upon accruing for the Closing (and credit the same toward the payment benefit of the Purchase Price) or (ii) otherwise to the party entitled to the payment or return of the Exxxxxx Money. The Exxxxxx Money shall be paid to Seller and applied toward the Purchase Price at Closing, and shall otherwise be paid or applied in accordance with this Agreement. $339,374 of the Exxxxxx Money (the “Deerwood Exxxxxx Money”) shall be allocated to Deerwood Village. $412,144 of the Exxxxxx Money shall be allocated to Villa Tuscany (the “Villa Tuscany Exxxxxx Money”). $61,821 of the Exxxxxx Money shall be allocated to Midway Mxxxx, and $463,661 of the Exxxxxx Money shall be allocated to Vista Grande (the “Vista Gxxxxx Xxxxxxx Money”). The Villa Tuscany Exxxxxx Money shall remain in escrow following the Closing of Vista Grande and Midway Mxxxx, and shall be paid to Seller and applied to the Villa Tuscany Purchase Price and, if applicable, the portion of the Purchase Price allocated to the Deerwood Village Apartment Complex at the Closing of each such Apartment Complex, and shall otherwise be paid or applied in accordance with this Agreement. (b) The Escrow Holder shall hold the Exxxxxx Money pursuant to the following provisions: (i) The Escrow Holder is not a party to, and is not bound by, or charged with notice of any agreement out of which this escrow may arise, other than the terms and provisions of this Section 3.2. (ii) The Escrow Holder shall deliver the Exxxxxx Money to the party so designated on written notice from both the Purchaser and Seller specifying the time and the place where the Exxxxxx Money is to be delivered, provided, however that the Escrow Holder shall have received such written instructions at least one (1) Business Day prior to the date designated for delivery; provided, further, however, the Closing Statement shall be sufficient to constitute such notice regardless of the date so executed. (iii) The Escrow Holder is acting solely as a stakeholder and depository as an accommodation to Purchaser and Seller, and is not responsible or liable for any matter or loss arising out of the Escrow Holder’s conduct hereunder, except for its gross negligence or willful misfeasance. The Escrow Holder shall not be responsible or liable for the sufficiency, correctness, genuineness, or validity of the subject matter of this Agreement, or for the identity or authority of any person executing any documents or instruments in connection herewith. (iv) Purchaser and Seller agree to jointly and severally, indemnify, defend and hold harmless the Escrow Holder from and against any loss, cost, claims, damage or expense, including, without limitation, any and all court costs and attorney’s fees and expenses, collectively called “Expenses”, incurred by the Escrow Holder in connection with or in any way arising out of this Agreement, other than Expenses resulting from the Escrow Holder’s gross negligence or willful misconduct, provided that as between Purchaser and Seller any costs or expenses incurred as a result of any dispute between Seller and Purchaser shall be the responsibility of the non-prevailing party in such dispute. The Escrow Holder may, at its own expense, consult with legal counsel in the event of any dispute or questions as to the construction of any provisions hereof or its duties hereunder, and it shall be fully protected in acting in accordance with the written opinion or instructions of such counsel. (v) The Escrow Holder shall be entitled to act or rely upon, and the Escrow Holder shall be protected in acting or relying upon, the genuineness and validity of any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other document the Escrow Holder shall receive from any party hereto. (vi) Except as otherwise provided in Section 3.2 (b) (ii) above, in the event that (a) the Escrow Holder receives contradictory instructions from the parties hereto, or (b) there shall be any dispute between Seller and Purchaser as to any matter arising under this Agreement, or (c) there shall be any uncertainty as to the meaning or applicability of the provisions hereof or any written instructions received by the Escrow Holder pursuant hereto, the Escrow Holder shall continue to hold the Exxxxxx Money pending resolution of the matter if so instructed by written notification from both Seller and Purchaser or if not so instructed shall deposit the Exxxxxx Money with any appropriate court in the State of New York at the cost and expense of Purchaser and Seller jointly and severally, and, upon making such deposit, the Escrow Holder shall thereupon be discharged and released from any and all liability with respect to the Exxxxxx Money. The Escrow Holder may dispose of the escrowed funds in accordance with a court order, and shall be fully protected if it acts in accordance with any such court order. (vii) Deposits made pursuant to these instructions may be invested on behalf of any party or parties hereto, provided that any direction to the Escrow Holder for such investment shall be in writing and contain the consent of all other parties to this Agreement together with a completed, signed W-9 Form. The Escrow Holder is not to be held responsible for the loss of principal or interest on any investment made pursuant to the aforesaid instruction or in the redemption thereof. (viii) The Exxxxxx Money must be held in a segregated escrow account and may not be commingled with any other escrowed funds held by the Escrow Holder; and (ix) Upon delivery of the Exxxxxx Money in accordance with this Agreement. Howeverthe terms hereof, the Escrow Holder shall be discharged and released from any and all liability with respect to the Exxxxxx Money. (x) Escrow Holder may resign as Escrow Holder hereunder at any time upon written notice to Purchaser and Seller, provided that such resignation shall not be effective unless and until the Closing occurs under this Agreement, the Exxxxxx Money a replacement escrow agent acceptable to Purchaser and Seller shall be held have been identified and disbursed by such replacement escrow agent shall have agreed in writing to serve as Escrow Agent Holder hereunder pursuant to this Agreement which shall also serve as escrow instructions to Escrow Agent. Escrow Holder’s acceptance of the instructions terms and agreement to act in accordance with the same shall be evidenced by Escrow Agent’s execution of this Agreement in the space provided at the end conditions of this Agreement. The Exxxxxx Money . (xi) Purchaser and each and every part thereof) shall be held in a federally insured interest bearing account in a financial institution acceptable to Buyer under Buyer’s tax identification number with any fees Seller may jointly terminate the services of the Escrow Holder to be split equally by Buyer and Seller. The Final Deposit portion of the Exxxxxx Money may be in the form of a letter of credit issued by Regions Bank or other institutional lender reasonably acceptable to Seller, whereby such letter of credit shall be issued in the name of the Escrow Agent and shall entitled the Escrow Agent to draw hereunder at any time upon such letter of credit (i) in the event the expiration date of such letter of credit is less than thirty (30) days, (ii) in the event that the Seller delivers written notice to Escrow Holder, provided that such termination shall not be effective unless and until a replacement escrow agent acceptable to Purchaser and Seller shall have been identified and such replacement escrow agent shall have agreed in writing to serve as Escrow Holder hereunder pursuant to the Escrow Agent certifying that the Buyer is in default under terms and conditions of this Agreement, which default has not been cured within the applicable cure period, or (iii) at the Closing to be applied toward the payment of the Purchase Price. The Exxxxxx Money and any interest earned thereon shall be fully refundable to Buyer through the Inspection Period, as defined herein. If, after the Inspection Period, the Buyer elects to proceed with the transaction, all Exxxxxx Money plus any interest earned thereon shall become non-refundable but applicable to the Purchase Price.

Exxxxxx Money. Buyer is to deposit the 4.1 Deposit of Exxxxxx Money as follows: (a) Within two (2) business days after execution and delivery of this Agreement by the parties, Buyer Money. Purchaser shall deposit the amount of One Hundred Fifty Thousand and No/100 Dollars with Sxxxxxxx Marwell Hxxxxxxxx Xxxxx & Hxxxxx, P.C. ($150,000.00) (the “Initial Deposit”) with Fidelity National Title Group, 6000 Xxxxxx Xxxxxx, Xxxxx XX-00, Xxxxxxx, Xxxxxxxxx 00000 (“hereinafter also called "Escrow Agent”"); (b) if this Agreement has not been terminated prior to the expiration of the Inspection Period, within two (2) business days following after the Effective Date, the amount of One hundred thousand and 00/100 ($100,000.00) Dollars ( the "Initial Deposit") in cash by wire transfer in immediately available funds ( the "Initial Exxxxxx Money"). In addition to the Initial Deposit, Purchaser, if it has not elected to cancel this Agreement by the expiration of the Inspection Period, Buyer shall within two (2) business days thereafter deposit with the Escrow Agent the additional amount of Six Hundred Thousand Two hundred thousand and No/100 00/100 ($200,000.00) Dollars ($600,000.00the "Additional Deposit") in cash by wire transfer in immediately available funds (the “Final Deposit”) collectively with Escrow Agent, and (c) if Buyer elects to extend the Closing Date, the Buyer shall deliver the “Extension Deposit” (as hereinafter defined) to Escrow Agent as provided in Section 4.1 (the Initial Deposit, Final the "Exxxxxx Money"). If Purchaser shall fail to so deposit the Exxxxxx Money due under this Agreement with Escrow Agent on the dates required, Seller shall have the right to terminate this Agreement by delivering written notice to Purchaser. Upon receipt of the Initial Deposit and Extension Depositupon receipt of the Additional Deposit as provided herein, will all interest thereon as and when paid to Escrow Agent is collectively “Exxxxxx Money”). Escrow Agent shall pay execute the written acknowledgement by Escrow Agent in the form attached to this Agreement to acknowledge that: (a) the Initial Deposit and a fully executed copy of this Agreement have been received by Escrow Agent; (b) the Additional Deposit has been received by Escrow Agent; (c) the Exxxxxx Money plus the interest earned thereon (i) is being held subject to Seller at and upon the Closing (and credit the same toward the payment of the Purchase Price) or (ii) otherwise to the party entitled to receive the Exxxxxx Money in accordance with this Agreement. However, unless and until the Closing occurs under this Agreement, the Exxxxxx Money shall be held and disbursed clearance by Escrow Agent pursuant to this Agreement which shall also serve as escrow instructions to Escrow Agent. Escrow Holder’s acceptance of the instructions and agreement to act in accordance with the same shall be evidenced by Escrow Agent’s execution of this Agreement in the space provided at the end terms of this Agreement. The Exxxxxx Money ; and (and each and every part thereof) shall be held in a federally insured interest bearing account in a financial institution acceptable to Buyer under Buyer’s tax identification number with any fees of the Escrow Holder to be split equally by Buyer and Seller. The Final Deposit portion of the Exxxxxx Money may be in the form of a letter of credit issued by Regions Bank or other institutional lender reasonably acceptable to Seller, whereby such letter of credit shall be issued in the name of the Escrow Agent and shall entitled the Escrow Agent to draw upon such letter of credit (i) in the event the expiration date of such letter of credit is less than thirty (30) days, (ii) in the event that the Seller delivers written notice to the Escrow Agent certifying that the Buyer is in default under this Agreement, which default has not been cured within the applicable cure period, or (iii) at the Closing to be applied toward the payment of the Purchase Price. The Exxxxxx Money and any interest earned thereon shall be fully refundable to Buyer through the Inspection Period, as defined herein. If, after the Inspection Period, the Buyer elects to proceed with the transaction, all Exxxxxx Money plus any interest earned thereon shall become non-refundable but applicable to the Purchase Price.

Exxxxxx Money. Buyer is to deposit the Exxxxxx Money as follows: (a) Within two (2) one business days day after execution and delivery of this Agreement by the partiesAgreement, and as a condition precedent to Seller’s obligations under this Agreement, Buyer shall deposit the amount $2,000,000 of One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) Exxxxxx Money with U.S. Bank National Association or an affiliate thereof (the “Initial Deposit”) with Fidelity National Title Group, 6000 Xxxxxx Xxxxxx, Xxxxx XX-00, Xxxxxxx, Xxxxxxxxx 00000 (“Escrow Agent”); (b) if this Agreement has not been terminated prior to in Current Funds. The Exxxxxx Money shall be held by the expiration of the Inspection Period, within two (2) business days following the expiration of the Inspection Period, Buyer shall deposit the additional amount of Six Hundred Thousand and No/100 Dollars ($600,000.00) (the “Final Deposit”) with Escrow Agent, and (c) if Buyer elects to extend the Closing Date, the Buyer shall deliver the “Extension Deposit” (as hereinafter defined) to Escrow Agent as provided in Section 4.1 (an interest bearing account pursuant to an escrow agreement in the Initial Deposit, Final Deposit and Extension Deposit, will all interest thereon as and when paid to Escrow Agent is collectively “Exxxxxx Money”). Escrow Agent shall pay the Exxxxxx Money plus the interest earned thereon (i) to Seller at and upon the Closing (and credit the same toward the payment form of the Purchase Price) or (ii) otherwise to the party entitled to receive the Exxxxxx Money in accordance with this Agreement. However, Exhibit B hereto unless and until the Closing occurs under this Exxxxxx Money is disbursed by the Escrow Agent in accordance with the terms of such escrow agreement. As provided in the Escrow Agreement, the Exxxxxx Money shall be held released (i) on the sole order of the Buyer or Buyer’s attorney at any time on or before September 20, 2004, and disbursed by Escrow Agent (ii) on the sole order of Seller or Seller’s attorney after September 20, 2004. If Buyer exercises its option(s) to extend the Closing Date pursuant to this Agreement which shall also serve as escrow instructions to Escrow Agent. Escrow Holder’s acceptance Section 9.1 below, then (a) upon the notice of the instructions and agreement to act in accordance with first extension, the same $2,000,000 of initial Exxxxxx Money shall be evidenced released from the escrow to an account designated by Escrow Agent’s execution Seller, and (b) concurrently with notice of this Agreement in the space provided at the end each such exercise of this Agreementan extension option Buyer shall deliver an additional $1,000,000 of non-refundable Exxxxxx Money to Seller by wire transfer to an account designated by Seller. The Exxxxxx Money (and each and every part thereofincluding any such further $1,000,000 extension option deposit(s)) shall will be held applied to the Acquisition Value due at Closing. In the event of a default by either party, the Exxxxxx Money (including any such further $1,000,000 extension option deposit(s)) will be disbursed in a federally insured interest bearing account in a financial institution acceptable to Buyer under accordance with Article XI hereof. Buyer’s tax identification number with failure to timely deposit any fees of the Escrow Holder to be split equally by Buyer and Seller. The Final Deposit portion installment of the Exxxxxx Money may be in the form of shall constitute a letter of credit issued default by Regions Bank or other institutional lender reasonably acceptable to Seller, whereby such letter of credit shall be issued in the name of the Escrow Agent Buyer hereunder and shall entitled the Escrow Agent make this Agreement terminable at Seller’s option. However, if Seller chooses not to draw upon such letter of credit (i) in the event the expiration date of such letter of credit is less than thirty (30) days, (ii) in the event that the Seller delivers written notice to the Escrow Agent certifying that the Buyer is in default under terminate this Agreement, which default has not been cured within Buyer shall remain contractually obligated to deposit the Exxxxxx Money in accordance with the terms hereof; and if Seller does elect to terminate this Agreement Buyer shall be obligated to pay to Seller the applicable cure period, or (iii) at the Closing to be applied toward the payment installment of the Purchase Price. The Exxxxxx Money, which shall be retained by Seller along with any previous deposit(s) of the Exxxxxx Money and any interest earned thereon shall be fully refundable as liquidated damages due to Buyer through the Inspection Period, as defined herein. If, after the Inspection Period, the Buyer elects to proceed with the transaction, all Exxxxxx Money plus any interest earned thereon shall become non-refundable but applicable to the Purchase PriceSeller.

Exxxxxx Money. Buyer is to deposit the Exxxxxx Money as follows: (a) Within two (2) business days after Concurrently with the execution and delivery of this Agreement by the partiesAgreement, Buyer shall deposit the amount Purchaser, Seller and Escrow Agent have executed escrow instructions of One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) even date herewith (the “Initial Deposit”) with Fidelity National Title Group, 6000 Xxxxxx Xxxxxx, Xxxxx XX-00, Xxxxxxx, Xxxxxxxxx 00000 (“Escrow AgentInstructions”); , the form of such Escrow Instructions being attached hereto as Exhibit “G”. (b) if this Agreement has not been terminated prior to the expiration of the Inspection Period, within two Within one (21) business days Business Day following the expiration of the Inspection PeriodEffective Date, Buyer Purchaser shall deposit the additional amount a sum of Six Five Hundred Thousand and No/100 Dollars ($600,000.00500,000.00) in cash as an exxxxxx money deposit (together with any interest earned thereon, the “Final First Deposit”) with by wire transfer to Escrow Agent. If the First Deposit is not timely made, and then notwithstanding anything to the contrary in this Agreement, Seller may terminate this Agreement at any time prior to receipt by the Escrow Agent of the First Deposit, in which case this Agreement shall terminate. (c) if Buyer elects to extend If the Closing DateContingency Period expires without Purchaser having terminated this Agreement, then no later than 5:00 p.m., Eastern Time, on the Business Day immediately after the Contingency Period expires, Purchaser shall deposit a sum of Five Hundred Thousand and No/100 Dollars ($500,000.00) in cash as an exxxxxx money deposit (together with any interest earned thereon, the Buyer shall deliver the “Extension Second Deposit” (as hereinafter defined”) by wire transfer to Escrow Agent as provided in Section 4.1 (the Initial Deposit, Final First Deposit and Extension Depositthe Second Deposit and any interest earned thereon (less the Independent Consideration, will all interest thereon if applicable) are collectively referred to herein as and when paid to Escrow Agent is collectively the “Exxxxxx Money”). Failure of Purchaser to make the Second Deposit as required pursuant to this Section 2.2(c) shall be deemed a material default by Purchaser under this Agreement and Seller may terminate this Agreement by written notice to Purchaser and Escrow Agent at any time prior to receipt by the Escrow Agent of the Second Deposit, whereupon Escrow Agent shall pay disburse the Exxxxxx Money plus First Deposit to Seller and the interest earned thereon parties shall thereafter have no further rights or liabilities under this Agreement, except that (i) to Seller at and upon the Closing each party shall pay one-half (and credit the same toward the payment 1/2) of the Purchase Price) or expenses of escrow, and (ii) otherwise each party shall continue to be obligated under the Surviving Obligations. (d) The Exxxxxx Money shall be delivered to and held by Escrow Agent in escrow in an interest-bearing account pursuant to the party entitled to receive terms of this Agreement and the Exxxxxx Money Escrow Instructions. If the Closing occurs in accordance with this Agreement. However, unless the terms and until the Closing occurs under provisions of this Agreement, the Exxxxxx Money shall be held paid to Seller and disbursed by Escrow Agent pursuant to this Agreement which shall also serve as escrow instructions to Escrow Agent. Escrow Holder’s acceptance of the instructions and agreement to act in accordance with the same shall be evidenced by Escrow Agent’s execution of this Agreement in the space provided at the end of this Agreement. The Exxxxxx Money (and each and every part thereof) shall be held in a federally insured interest bearing account in a financial institution acceptable to Buyer under Buyer’s tax identification number with any fees of the Escrow Holder to be split equally by Buyer and Seller. The Final Deposit portion of the Exxxxxx Money may be in the form of a letter of credit issued by Regions Bank or other institutional lender reasonably acceptable to Seller, whereby such letter of credit shall be issued in the name of the Escrow Agent and shall entitled the Escrow Agent to draw upon such letter of credit (i) in the event the expiration date of such letter of credit is less than thirty (30) days, (ii) in the event that the Seller delivers written notice to the Escrow Agent certifying that the Buyer is in default under this Agreement, which default has not been cured within the applicable cure period, or (iii) at the Closing to be applied toward the payment of credited against the Purchase Price. The If the Closing does not occur, the Exxxxxx Money and any interest earned thereon shall be fully refundable to Buyer through the Inspection Period, held and delivered as defined herein. If, after the Inspection Periodprovided in this Agreement. (e) Seller and Purchaser acknowledge and agree that if Purchaser does not terminate this Agreement as set forth in Section 1.3(g), the Buyer elects to proceed with the transaction, all Exxxxxx Money plus any interest will be deemed earned thereon shall become by Seller and non-refundable but applicable to the Purchase PricePurchaser for any reason except as otherwise specifically set forth in this Agreement.

Exxxxxx Money. Buyer is In order to deposit the Exxxxxx Money as follows: (a) Within two (2) business days after execution and delivery secure Purchaser’s performance of this Agreement by the partiesAgreement, Buyer shall deposit the amount of One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) (the “Initial Deposit”) with Fidelity National Title Group, 6000 Xxxxxx Xxxxxx, Xxxxx XX-00, Xxxxxxx, Xxxxxxxxx 00000 (“Escrow Agent”); (b) if this Agreement has not been terminated prior to the expiration of the Inspection PeriodPurchaser shall, within two (2) business days following after the expiration Effective Date of the Inspection Periodthis Agreement, Buyer shall deposit the additional amount of Six Hundred Thousand and No/100 Dollars FOUR MILLION AND NO/100 DOLLARS ($600,000.004,000,000.00) in cash or other readily available funds with Heritage Title Insurance Company of Austin, Inc., (the “Final DepositTitle Company”) at its offices at 400 Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, Attn: Axx Xxxxxx. All cash deposited with Escrow Agent, and (c) if Buyer elects the Title Company pursuant to extend the Closing Date, terms hereof is referred to herein collectively as the Buyer shall deliver the “Extension Deposit” (as hereinafter defined) to Escrow Agent as provided in Section 4.1 (the Initial Deposit, Final Deposit and Extension Deposit, will all interest thereon as and when paid to Escrow Agent is collectively “Exxxxxx Money”). Escrow Agent shall pay .” The Exxxxxx Money will be placed in an interest bearing account at one or more state or federally chartered banks while under the control of the Title Company, and all interest earned thereon will become part of the Exxxxxx Money plus the interest earned thereon (i) to Seller at hereunder. Purchaser will promptly execute and upon the Closing (and credit the same toward the payment of the Purchase Price) or (ii) otherwise deliver to the party entitled Title Company all documents and certificates as are required by Title Company to receive invest the Exxxxxx Money in an interest bearing account. If the transaction contemplated hereby is consummated in accordance with this Agreementthe terms and provisions hereof, the Exxxxxx Money shall be applied against the Purchase Price at Closing. However, unless and until If the Closing occurs under this Agreementtransaction is not so consummated, the Exxxxxx Money shall be held and disbursed delivered by Escrow Agent pursuant to this Agreement which shall also serve the Title Company as escrow instructions to Escrow Agenthereinafter provided. Escrow Holder’s acceptance Upon the expiration of the instructions and agreement to act “SDP Contingency Period” (defined in accordance with Section 4.03.A), the same shall be evidenced by Escrow Agent’s execution of this Agreement in the space provided at the end of this Agreement. The Exxxxxx Money (and each and every part thereof) shall will only be held in refundable to Purchaser upon a federally insured interest bearing account in a financial institution acceptable to Buyer under Buyer’s tax identification number with Seller Default or upon any fees specific termination right of Purchaser that expressly provides for the Escrow Holder to be split equally by Buyer and Seller. The Final Deposit portion refund of the Exxxxxx Money may to Purchaser and, otherwise, will be in delivered to Seller as and when provided under the form provisions of a letter of credit issued by Regions Bank or other institutional lender reasonably acceptable to Seller, whereby such letter of credit shall be issued in the name of the Escrow Agent and shall entitled the Escrow Agent to draw upon such letter of credit (i) in the event the expiration date of such letter of credit is less than thirty (30) days, (ii) in the event that the Seller delivers written notice to the Escrow Agent certifying that the Buyer is in default under this Agreement, which default has not been cured within the applicable cure period, or (iii) at the Closing to be applied toward the payment of the Purchase Price. The Exxxxxx Money and any interest earned thereon shall be fully refundable to Buyer through the Inspection Period, as defined herein. If, after the Inspection Period, the Buyer elects to proceed with the transaction, all Exxxxxx Money plus any interest earned thereon shall become non-refundable but applicable to the Purchase Price.

Exxxxxx Money. Buyer is to deposit the Exxxxxx Money as follows: (ai) Within two (2) business days after execution and delivery of the Effective Date of this Agreement by (as defined herein), Purchaser shall deliver to the partiesTitle Insurer (as hereinafter defined), Buyer shall deposit as escrowee (“Escrowee”), the amount sum of One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) (the “Initial Deposit”) with Fidelity National Title Groupin the form of a check payable to Escrowee, 6000 Xxxxxx Xxxxxx, Xxxxx XX-00, Xxxxxxx, Xxxxxxxxx 00000 (“Escrow Agent”); (b) if or a federal funds wire transfer to an account designated by Escrowee. In the event Purchaser does not terminate this Agreement has not been terminated prior to by the expiration end of the Inspection PeriodDue Diligence Period (as defined in Section 9 hereof), within two (2) business days following of the expiration of the Inspection Due Diligence Period, Buyer shall Purchaser will deposit with the Escrowee an additional amount Exxxxxx Money Deposit of Six Three Hundred Fifty Thousand and No/100 Dollars ($600,000.00350,000.00) (the “Final Additional Deposit”) with Escrow Agent, and (c) if Buyer elects to extend the Closing Date, the Buyer shall deliver the “Extension Deposit” (as hereinafter defined) to Escrow Agent as provided in Section 4.1 (the ). The Initial Deposit, Final the Additional Deposit and the Closing Extension Deposit, will all interest thereon Deposit (as and when paid defined in Paragraph 5(a) below) are referred to Escrow Agent is collectively in this Agreement as the “Exxxxxx Money”). Escrow Agent shall pay the .” The Exxxxxx Money plus shall be held by Escrowee pursuant to a joint order escrow agreement between Seller and Purchaser in the interest earned thereon (i) to Seller at and upon the Closing (and credit the same toward the payment form of the Purchase Price) or Escrow Agreement attached as Exhibit E hereto. (ii) otherwise to If the party entitled to receive the Exxxxxx Money transaction contemplated by this Agreement closes in accordance with the terms and conditions of this Agreement. However, unless and until the Closing occurs under this Agreementat Closing, the Exxxxxx Money shall be held and disbursed delivered by Escrow Agent pursuant the Escrowee to this Agreement which shall also serve Seller as escrow instructions to Escrow Agent. Escrow Holder’s acceptance of the instructions and agreement to act in accordance with the same shall be evidenced by Escrow Agent’s execution of this Agreement in the space provided at the end of this Agreement. The Exxxxxx Money (and each and every part thereof) shall be held in a federally insured interest bearing account in a financial institution acceptable to Buyer under Buyer’s tax identification number with any fees of the Escrow Holder to be split equally by Buyer and Seller. The Final Deposit portion of the Exxxxxx Money may be in the form of a letter of credit issued by Regions Bank or other institutional lender reasonably acceptable to Seller, whereby such letter of credit shall be issued in the name of the Escrow Agent and shall entitled the Escrow Agent to draw upon such letter of credit (i) in the event the expiration date of such letter of credit is less than thirty (30) days, (ii) in the event that the Seller delivers written notice to the Escrow Agent certifying that the Buyer is in default under this Agreement, which default has not been cured within the applicable cure period, or (iii) at the Closing to be applied payment toward the payment of the Purchase Price. The Notwithstanding anything to the contrary contained herein, if this Agreement is terminated in its entirety by Purchaser pursuant to the terms hereof, or if the transaction fails to close with respect to the Property for any reason other than solely by reason of a default on the part of Purchaser, the Exxxxxx Money shall be delivered by the Escrowee to Purchaser, together with any and any all interest earned thereon thereon, without deduction or setoff. If the transaction fails to close solely due to a default on the part of Purchaser, the Exxxxxx Money shall be fully refundable delivered by the Escrowee to Buyer through Seller as its sole and exclusive remedy (provided Purchaser shall be responsible for Purchaser’s Continuing Obligations [as hereinafter defined in Paragraph 9(d) below] regardless of the Inspection Periodamount thereof), as defined herein. If, after the Inspection Period, the Buyer elects to proceed with the transaction, all Exxxxxx Money plus any interest earned thereon shall become non-refundable but applicable to the Purchase Pricemore particularly provided for in Paragraph 12(b) below.

Exxxxxx Money. Buyer is to deposit the Exxxxxx Money as follows: (a) Within two (2) business days after execution and delivery The sum of this Agreement by the parties, Buyer shall deposit the amount of One Hundred Fifty Seventy-Five Thousand and No/100 Dollars dollars ($150,000.0075,000) (the “Initial Deposit”) with Fidelity National Title Group, 6000 Xxxxxx Xxxxxx, Xxxxx XX-00, Xxxxxxx, Xxxxxxxxx 00000 (“Escrow Agent”); (b) if this Agreement has not been terminated prior to the expiration of the Inspection Period, within two (2) business days following the expiration of the Inspection Period, Buyer shall deposit the additional amount of Six Hundred Thousand and No/100 Dollars ($600,000.00) (the “Final Deposit”) with Escrow Agent, and (c) if Buyer elects to extend the Closing Date, the Buyer shall deliver the “Extension Deposit” (as hereinafter defined) to Escrow Agent as provided in Section 4.1 (the Initial Deposit, Final Deposit and Extension Deposit, will all interest thereon as and when paid to Escrow Agent is collectively “Exxxxxx Money”). Escrow Agent shall pay ) has been paid to the Exxxxxx Money plus the interest earned thereon (i) to Seller at and upon the Closing (execution of this Agreement and credit the same toward receipt of said $75,000 is hereby acknowledged by the payment of the Purchase Price) or (ii) otherwise to the party entitled to receive the Exxxxxx Money in accordance with this AgreementSeller. However, unless and until the Closing occurs under this Agreement, the The Exxxxxx Money shall be held paid into an interest-bearing account in the name of the Seller and disbursed by Escrow Agent Buyer at the Bank. The Exxxxxx Money shall only be withdrawn pursuant to this Agreement which shall also serve as escrow instructions to Escrow Agent. Escrow Holder’s acceptance of the instructions terms and agreement to act in accordance with the same shall be evidenced by Escrow Agent’s execution of this Agreement in the space provided at the end conditions of this Agreement. The Exxxxxx Money (and each and every part thereof) shall parties hereby agree that if the transaction contemplated herein cannot be held consummated as set forth in a federally insured interest bearing account in a financial institution acceptable to Buyer under Buyer’s tax identification number with any fees of the Escrow Holder to be split equally by Buyer and Seller. The Final Deposit portion of the Exxxxxx Money may be in the form of a letter of credit issued by Regions Bank or other institutional lender reasonably acceptable to Seller, whereby such letter of credit shall be issued in the name of the Escrow Agent and shall entitled the Escrow Agent to draw upon such letter of credit this Agreement due either (i) in to a misrepresentation or breach of any warranty or covenant contained herein by Seller, including, without limitation, Buyer’s termination of this Agreement pursuant to Section 14(b) if such termination is the event the expiration date result of such letter of credit is less than thirty (30) daysSeller’s actions or failures, or (ii) in the event that the Seller delivers written notice Buyer’s termination of this Agreement pursuant to the Escrow Agent certifying that the Buyer is in default under this Agreement, which default has not been cured within the applicable cure periodSection 14(c) or 14(d), or (iii) at the Closing to be applied toward the payment by mutual written consent of the Purchase Price. The Seller and Buyer, the Exxxxxx Money and paid hereunder plus any accrued interest earned thereon shall be fully refundable immediately refunded to Buyer. Should the transaction contemplated herein not be consummated for any reason other than specifically hereinabove described, including, without limitation, failure to obtain approval of the transaction from regulatory authorities and the termination of this Agreement by either the Buyer through or the Inspection PeriodSeller pursuant to the terms of Section 14 of this Agreement (other than those sections of Section 14 specifically referenced above), as defined hereinSeller shall be entitled to all of the Exxxxxx Money (plus any accrued interest thereon). If, after In the Inspection Periodevent the transaction herein is consummated, the Buyer elects to proceed with the transaction, all Exxxxxx Money (plus any interest earned thereon accrued thereon) shall become non-refundable but applicable be applied to the Purchase PriceMerger Consideration.

Exxxxxx Money. Buyer is to deposit the Exxxxxx Money as follows: (a) Within two (2) business days after execution and delivery of this Agreement by the parties, Buyer shall deposit the amount of One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) (the “Initial Deposit”) with Fidelity National Title Group, 6000 Xxxxxx Xxxxxx, Xxxxx XX-00, Xxxxxxx, Xxxxxxxxx 00000 (“Escrow Agent”)Holder; and (b) if this Agreement has not been terminated prior to the expiration of the Initial Inspection Period, within two (2) business days following the expiration of the Initial Inspection Period, Buyer shall deposit the additional amount of Six Hundred Thousand and No/100 Dollars ($600,000.00) (the “Final Deposit”) with Escrow Agent, and (c) if Buyer elects to extend the Closing Date, the Buyer shall deliver the “Extension Deposit” (as hereinafter defined) to Escrow Agent as provided in Section 4.1 (the Initial Deposit, Final Deposit and Extension Deposit, will all interest thereon as and when paid to Escrow Agent is collectively “Exxxxxx Money”)Holder. Escrow Agent Holder shall pay the Exxxxxx Money plus the interest earned thereon (i) to Seller at and upon the Closing (and credit the same toward the payment of the Purchase Price) or (ii) otherwise to the party entitled to receive the Exxxxxx Money in accordance with this Agreement. However, unless and until the Closing occurs under this Agreement, the Exxxxxx Money shall be held and disbursed by Escrow Agent Holder pursuant to this Agreement which shall also serve as escrow instructions to Escrow AgentHolder. Escrow Holder’s acceptance of the instructions and agreement to act in accordance with the same shall be evidenced by Escrow AgentHolder’s execution of this Agreement in the space provided at the end of this Agreement. The Exxxxxx Money (and each and every part thereof) shall be held in a federally insured interest bearing account in a financial institution acceptable to Buyer under Buyer’s tax identification number with any fees of the Escrow Holder to be split equally by Buyer and Seller. The Final Deposit portion of the Exxxxxx Money may be in the form of a letter of credit issued by Regions Bank or other institutional lender reasonably acceptable to Seller, whereby such letter of credit shall be issued in the name of the Escrow Agent and shall entitled the Escrow Agent to draw upon such letter of credit (i) in the event the expiration date of such letter of credit is less than thirty (30) days, (ii) in the event that the Seller delivers written notice to the Escrow Agent certifying that the Buyer is in default under this Agreement, which default has not been cured within the applicable cure period, or (iii) at the Closing to be applied toward the payment of the Purchase Price. The Exxxxxx Money and any interest earned thereon shall be fully refundable to Buyer through the Inspection Period, as defined herein. If, after the Inspection Period, the Buyer elects to proceed with the transaction, all Exxxxxx Money plus any interest earned thereon shall become non-refundable but applicable to the Purchase Price.

Exxxxxx Money. Buyer is to deposit the Exxxxxx Money as follows: (a) Within two On or before 5:00 PM Eastern Standard Time on the date that is TWO (2) business days after execution and delivery of this Agreement by the partiesEffective Date, Buyer shall deposit pay the amount sum of One Hundred Fifty Thousand and No/100 Dollars ONE HUNDRED THOUSAND DOLLARS ($150,000.00100,000) (the “Initial Deposit”) with Fidelity National to First American Title Group, 6000 Xxxxxx Xxxxxx, Xxxxx XX-00, Xxxxxxx, Xxxxxxxxx 00000 Insurance Company (the “Escrow Agent”); ) pursuant to the wiring instructions attached hereto as Exhibit B. The Initial Deposit payment shall, except as otherwise provided herein, be non-refundable and shall be made by wire delivery of funds through the Federal Reserve System to the Escrow Agent. If Buyer shall fail to timely deposit the Initial Deposit, then this Agreement shall terminate automatically, all rights and obligations of the parties under this Agreement shall expire, and this Agreement shall become null and void. Notwithstanding anything to the contrary contained in this Agreement, no such deposit shall be deemed timely, unless actually received by the date and time therefor set forth in this paragraph 3. (b) Upon the expiration of the Inspection Period (defined below), if this Agreement has not been timely terminated prior by Buyer pursuant to the expiration of the Inspection Periodparagraph 4 hereof, within two (2) business days following the expiration of the Inspection Period, then Buyer shall deposit pay the additional amount sum of Six Hundred Thousand and No/100 Dollars ONE HUNDRED THOUSAND DOLLARS ($600,000.00100,000) (the “Final Subsequent Deposit”) with Escrow Agent, and (c) if Buyer elects to extend the Closing Date, the Buyer shall deliver the “Extension Deposit” (as hereinafter defined) to Escrow Agent pursuant to the wiring instructions attached hereto as provided in Section 4.1 (Exhibit B. The Subsequent Deposit payment shall be made by wire delivery of funds through the Federal Reserve System to the Escrow Agent. If Buyer shall fail to timely deposit the Subsequent Deposit, then this Agreement shall terminate automatically, all rights and obligations of the parties under this Agreement shall expire, Seller shall retain the Initial Deposit, Final Deposit and Extension Depositthis Agreement shall become null and void. Notwithstanding anything to the contrary contained in this Agreement, will all interest thereon no such deposit shall be deemed timely, unless actually received by the date and time therefor set forth in this paragraph 3. The Initial Deposit and the Subsequent Deposit shall be referred to hereinafter, collectively, as and when paid to Escrow Agent is collectively the “Exxxxxx Money”). Escrow Agent shall pay the Exxxxxx Money plus the interest earned thereon . (ic) to Seller at and upon the Closing (and credit the same toward the payment of the Purchase Price) or (ii) otherwise to the party entitled to receive the Exxxxxx Money in accordance with this Agreement. However, unless and until the Closing occurs under this AgreementAt Closing, the Exxxxxx Money shall be held and disbursed by Escrow Agent pursuant to this Agreement which shall also serve applied as escrow instructions to Escrow Agent. Escrow Holder’s acceptance of the instructions and agreement to act in accordance with the same shall be evidenced by Escrow Agent’s execution of this Agreement in the space provided at the end of this Agreement. The Exxxxxx Money (and each and every part thereof) shall be held in a federally insured interest bearing account in a financial institution acceptable to Buyer under Buyer’s tax identification number with any fees of the Escrow Holder to be split equally by Buyer and Seller. The Final Deposit portion of the Exxxxxx Money may be in the form of a letter of credit issued by Regions Bank or other institutional lender reasonably acceptable to Seller, whereby such letter of credit shall be issued in the name of the Escrow Agent and shall entitled the Escrow Agent to draw upon such letter of credit (i) in the event the expiration date of such letter of credit is less than thirty (30) days, (ii) in the event that the Seller delivers written notice to the Escrow Agent certifying that the Buyer is in default under this Agreement, which default has not been cured within the applicable cure period, or (iii) at the Closing to be applied toward the payment of the Purchase Price. (d) In performing any of its duties hereunder, Escrow Agent shall not incur any liability to anyone for damages, losses or expenses, except for gross negligence or willful misconduct, and Escrow Agent shall accordingly, and without limitation, not incur any such liability with respect to: (i) any action taken or omitted in good faith; or (ii) any action taken or omitted in reliance upon any notice or instruction relating to this Agreement, not only as to the due execution and validity and effectiveness of such writing, but also as to the truth and accuracy of any information contained therein. Buyer and Seller shall and hereby do indemnify, defend, and hold harmless Escrow Agent against and in respect of any and all losses, claims, damage, liabilities, and expenses, including reasonable costs of investigation and counsel fees and disbursements, which may be imposed upon Escrow Agent or incurred by Escrow Agent hereunder or in the performance of its duties as Escrow Agent hereunder, including any litigation arising from this Agreement or involving the subject matter hereof. If Escrow Agent is unable to determine the sufficiency or authenticity of any consent or document delivered to it purportedly to satisfy any of the conditions set forth herein or for any other reason, or if Escrow Agent shall not deem itself able to satisfy its obligations hereunder, or if inconsistent demands are made on Escrow Agent, or if any disputes arise as to the application of the funds and documents held by Escrow Agent, Escrow Agent shall be entitled, with no liability for failure to do so: (a) to tender into the registry or custody of any court of competent jurisdiction any funds held by it, together with such legal pleadings or other documents as Escrow Agent may deem appropriate, and thereupon Escrow Agent shall be discharged from all further duties, liabilities and obligations under this Agreement; or (b) to retain such funds until resolution of such dispute or inconsistent demands. The Exxxxxx Money and any interest earned thereon escrow shall be fully refundable to Buyer through terminate on the Inspection Period, date of Closing or the date of termination of this Agreement as defined herein. If, after the Inspection Period, the Buyer elects to proceed with the transaction, all Exxxxxx Money plus any interest earned thereon shall become non-refundable but applicable to the Purchase Priceherein provided.

Exxxxxx Money. Buyer is to deposit the Exxxxxx Money as follows: (a) Within shall, within two (2) business days after execution and delivery the Effective Date, deposit with the Escrow Company, as escrow agent, the sum of this Agreement by the parties$250,000, Buyer shall deposit the as exxxxxx money (said amount of One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) (being referred to herein as the “Initial DepositExxxxxx Money”, and, together with (i) with Fidelity National Title Group, 6000 Xxxxxx Xxxxxx, Xxxxx XX-00, Xxxxxxx, Xxxxxxxxx 00000 (“Escrow Agent”); (b) if this Agreement has not been terminated prior to the expiration of the Inspection Period, within two (2) business days following the expiration of the Inspection Period, Buyer shall deposit the additional amount of Six Hundred Thousand and No/100 Dollars ($600,000.00) (the “Final Deposit”) with Escrow AgentAdditional Exxxxxx Money” deposit described below, and (cii) if Buyer elects to extend the Closing Date, the Buyer shall deliver the “Extension Deposit” Deposit (as hereinafter defined) to Escrow Agent as provided defined in Section 4.1 (the Initial Depositbelow), Final Deposit and Extension Deposit, will all interest thereon accruing thereon, being herein referred to collectively as and when paid to Escrow Agent is collectively the “Exxxxxx Money”), which shall be in the form of a wire transfer of immediately available funds. Escrow Agent Provided that Buyer has not terminated this Agreement pursuant to Section 3.2 below, within two business days after the Due Diligence Expiration Date, Buyer shall pay increase the Exxxxxx Money plus to $400,000 by depositing with the interest earned thereon Escrow Company an additional $150,000 by wire transfer of immediately available funds (i) to Seller at and upon the Closing (and credit the same toward the payment “Additional Exxxxxx Money”). Upon expiration of the Purchase Price) or (ii) otherwise to the party entitled to receive Due Diligence Period, all of the Exxxxxx Money in accordance with this Agreementshall become fully non-refundable and payable to Seller, except as otherwise expressly provided herein. However, unless and until the Closing occurs under this Agreement, the The Exxxxxx Money shall be held and disbursed by the Escrow Agent Company pursuant to this Agreement the escrow agreement in the form of Exhibit J attached hereto (the "Escrow Agreement"), which shall also serve as escrow instructions to Escrow Agent. Escrow Holder’s acceptance of the instructions parties have executed and agreement to act in accordance delivered simultaneously with the same shall be evidenced by Escrow Agent’s execution of this Agreement in the space provided at the end and delivery of this Agreement. The Exxxxxx Money (and each and every part thereof) shall be held invested as provided in a federally insured said Escrow Agreement, with all interest bearing account in a financial institution acceptable to Buyer under Buyer’s tax identification number with any fees accruing thereon being deemed part of the Escrow Holder Exxxxxx Money for all purposes hereunder. In the event Buyer fails to be split equally by Buyer and Seller. The Final Deposit deliver any portion of the Exxxxxx Money may within the time provided in this Agreement, Seller may, prior to Buyer’s deposit of such portion of the Exxxxxx Money with the Escrow Company, at Seller’s option and without limiting any of its other rights or remedies, terminate this Agreement by written notice to Buyer, whereupon any portion of the Exxxxxx Money previously delivered to Escrow Company shall be in the form of a letter of credit issued by Regions Bank or other institutional lender reasonably acceptable immediately delivered to Seller, whereby such letter of credit this Agreement shall terminate, and the parties hereto shall have no further obligations to the other except for the Termination Surviving Obligations. If the sale hereunder is consummated in accordance with the terms hereof, the Exxxxxx Money shall be issued in the name of the Escrow Agent paid to Seller and shall entitled the Escrow Agent to draw upon such letter of credit (i) in the event the expiration date of such letter of credit is less than thirty (30) days, (ii) in the event that the Seller delivers written notice to the Escrow Agent certifying that the Buyer is in default under this Agreement, which default has not been cured within the applicable cure period, or (iii) at the Closing to be applied toward the payment of the Purchase Price. The Exxxxxx Money and any interest earned thereon shall be fully refundable to Buyer through the Inspection Period, as defined herein. If, after the Inspection Period, the Buyer elects to proceed with the transaction, all Exxxxxx Money plus any interest earned thereon shall become non-refundable but applicable to the Purchase PricePrice to be paid by Buyer at the Closing. In all other instances, the Exxxxxx Money shall be paid to Seller or Buyer as provided in other provisions of this Agreement.

Exxxxxx Money. Buyer is to deposit the Exxxxxx Money as follows: Within one (a) Within two (21) business days day after execution and delivery of this Agreement by the partiesEffective Date, Buyer Purchaser shall deposit with Vanguard Title Insurance Agency, LLC, 2000 Xxx Xxxxx, Auburn Hills, MI 48326, Attention: Jxxx Xxxxxxx, as agent for First American Title Insurance Company (the amount “Title Company” and “Escrow Agent”), the sum of One Five Hundred Fifty Thousand and No/100 no/100 Dollars ($150,000.00500,000.00) (the “Initial Deposit”) with Fidelity National Title Groupin good funds, 6000 Xxxxxx Xxxxxx, Xxxxx XX-00, Xxxxxxx, Xxxxxxxxx 00000 either by certified bank or cashier’s check or by federal wire transfer. Within one (“Escrow Agent”); (b1) if this Agreement has not been terminated prior to business day after the expiration of the Inspection Period, within two provided that this Agreement has not been validly terminated, Purchaser shall deposit with Escrow Agent an additional sum of Five Hundred Thousand and no/100 Dollars (2$500,000.00) business days following (the “Second Deposit”; the Initial Deposit and the Second Deposit as outstanding from time to time, together with all interest earned in while Escrow, are hereinafter referred to as the “Exxxxxx Money”). The Escrow Agent shall hold the Exxxxxx Money in an interest-bearing account in accordance with the terms and conditions hereof and any supplementary instructions executed by the parties pursuant to the provisions of Section 1.7 hereof. All interest accruing on such sums shall become a part of the Exxxxxx Money and shall be distributed as Exxxxxx Money in accordance with the terms of this Agreement. Upon the expiration of the Inspection Period, Buyer shall deposit the additional amount of Six Hundred Thousand and No/100 Dollars ($600,000.00) (the “Final Deposit”) with Escrow Agent, and (c) if Buyer elects to extend the Closing Date, the Buyer shall deliver the “Extension Deposit” (as hereinafter defined) to Escrow Agent as provided in Section 4.1 (the Initial Deposit, Final Deposit and Extension Deposit, will all interest thereon as and when paid to Escrow Agent is collectively “Exxxxxx Money”). Escrow Agent shall pay the Exxxxxx Money plus the interest earned thereon (i) to Seller at and upon the Closing (and credit the same toward the payment of the Purchase Price) or (ii) otherwise to the party entitled to receive the Exxxxxx Money in accordance with this Agreement. However, unless and until the Closing occurs under this Agreement, the Exxxxxx Money shall be held and disbursed by Escrow Agent pursuant non-refundable to this Agreement which shall also serve Purchaser except as escrow instructions to Escrow Agent. Escrow Holder’s acceptance of the instructions and agreement to act expressly set forth in accordance with the same shall be evidenced by Escrow Agent’s execution of this Agreement in the space provided at the end of this Agreement. The Exxxxxx Money (and each and every part thereof) shall be held in a federally insured interest bearing account in a financial institution acceptable If Purchaser fails to Buyer under Buyer’s tax identification number with any fees of the Escrow Holder to be split equally by Buyer and Seller. The Final Deposit portion of deliver the Exxxxxx Money may be in to the form of a letter of credit issued by Regions Bank or other institutional lender reasonably acceptable to SellerTitle Company within the time period specified above, whereby such letter of credit shall be issued in the name of the Escrow Agent and shall entitled the Escrow Agent to draw upon such letter of credit (i) in the event the expiration date of such letter of credit is less than thirty (30) daysSeller may, (ii) in the event that the Seller delivers at its option, deliver written notice to the Escrow Agent certifying terminating this Agreement and, if such termination is due to Purchaser’s failure to timely deposit the Second Deposit, the Exxxxxx Money previously deposited (i.e., the Initial Deposit) shall be paid to Seller and neither party shall have any further rights, obligations, or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. Time is of the Buyer is in default essence for the delivery of Exxxxxx Money under this Agreement, which default has not been cured within the applicable cure period, or (iii) at the Closing to be applied toward the payment of the Purchase Price. The Exxxxxx Money and any interest earned thereon shall be fully refundable to Buyer through the Inspection Period, as defined herein. If, after the Inspection Period, the Buyer elects to proceed with the transaction, all Exxxxxx Money plus any interest earned thereon shall become non-refundable but applicable to the Purchase Price.

Exxxxxx Money. Buyer is to deposit For the Exxxxxx Money as follows: (a) Within two (2) business days after execution purpose of securing the performance of Purchaser under the terms and delivery provisions of this Agreement by Contract, Purchaser has delivered to the partiesEscrow Agent the sum of One Hundred Thousand and No/100 Dollars ($100,000.00) (the “Good Faith Deposit”) following execution of the LOI and prior to the date hereof. Upon expiration of the Inspection Period and provided that Purchaser has not exercised its right to terminate this Contract, Buyer Purchaser shall deposit the amount of deliver an additional One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) (the “Initial Deposit”) for an aggregate of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) (the Good Faith Deposit and the Deposit collectively hereinafter referred to as the “Exxxxxx Money Deposit”) are non-refundable, except as otherwise provided herein. The Exxxxxx Money Deposit shall be deposited into an interest bearing, readily available, liquid, federally insured account(s). The account(s) to which the funds are deposited shall be an escrow or trust account(s) of the Escrow Agent and the Exxxxxx Money shall at all times be fully covered by federal insurance so that no portion of the Exxxxxx Money shall ever be at risk. The Exxxxxx Money Deposit (together with Fidelity National Title Groupany interest earned thereon) shall constitute the Exxxxxx Money hereunder and shall be held, 6000 Xxxxxx Xxxxxxinvested, Xxxxx XX-00and disbursed pursuant to the respective terms and provisions hereof and of the Escrow Agreement. If Purchaser terminates this Contract on or before the expiration of the Inspection Period in accordance with Section 3.05 hereof, Xxxxxxx, Xxxxxxxxx 00000 (“Escrow Agent”); (b) if this Agreement has not been terminated prior the Good Faith Deposit shall be promptly returned to Purchaser together with all interest earned thereon. Following the expiration of the Inspection Period, within two (2) business days following the expiration of the Inspection Period, Buyer Purchaser shall deposit the additional amount of Six Hundred Thousand and No/100 Dollars ($600,000.00) (the “Final Deposit”) with Escrow Agent, and (c) if Buyer elects to extend the Closing Date, the Buyer shall deliver the “Extension Deposit” (as hereinafter defined) to Escrow Agent as provided in Section 4.1 (the Initial Deposit, Final Deposit and Extension Deposit, will all interest thereon as and when paid to Escrow Agent is collectively “Exxxxxx Money”). Escrow Agent shall pay the Exxxxxx Money plus the interest earned thereon (i) to Seller at and upon the Closing (and credit the same toward the payment of the Purchase Price) or (ii) otherwise only be entitled to the party entitled to receive the Exxxxxx Money in accordance with this Agreement. However, unless and until the Closing occurs under this Agreement, the Exxxxxx Money shall be held and disbursed by Escrow Agent pursuant to this Agreement which shall also serve as escrow instructions to Escrow Agent. Escrow Holder’s acceptance of the instructions and agreement to act in accordance with the same shall be evidenced by Escrow Agent’s execution of this Agreement in the space provided at the end of this Agreement. The Exxxxxx Money (and each and every part thereof) shall be held in a federally insured interest bearing account in a financial institution acceptable to Buyer under Buyer’s tax identification number with any fees of the Escrow Holder to be split equally by Buyer and Seller. The Final Deposit portion return of the Exxxxxx Money may be in the form of a letter of credit issued by Regions Bank or other institutional lender reasonably acceptable to Seller, whereby such letter of credit shall be issued in the name of Deposit from the Escrow Agent and shall entitled the Escrow Agent to draw upon such letter of credit (i) in the event the expiration date of such letter of credit this Contract is less than thirty (30) days, (ii) in the event terminated pursuant to its terms under circumstances that the Seller delivers written notice entitle Purchaser to the Escrow Agent certifying that the Buyer is in default under this Agreement, which default has not been cured within the applicable cure period, or (iii) at the Closing to be applied toward the payment a return of the Purchase Price. The Exxxxxx Money and any interest earned thereon shall be fully refundable to Buyer through the Inspection Period, as defined herein. If, after the Inspection Period, the Buyer elects to proceed with the transaction, all Exxxxxx Money plus any interest earned thereon shall become non-refundable but applicable to the Purchase PriceDeposit.

Exxxxxx Money. Buyer is to deposit the Exxxxxx Money as follows: (a) Within two (2) business days after execution and delivery following the Effective Date, Purchaser will deliver to the Escrow Agent the sum of this Agreement by the parties, Buyer shall deposit the amount of One Hundred Fifty Thousand and No/100 Dollars SEVEN HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($150,000.00750,000.00) (the “Initial Deposit”) with Fidelity National Title Group, 6000 Xxxxxx Xxxxxx, Xxxxx XX-00, Xxxxxxx, Xxxxxxxxx 00000 (“Escrow AgentFirst Exxxxxx Money”); (b) if this Agreement has not been terminated prior to the expiration of the Inspection Period, within . Within two (2) business days following the expiration of the Inspection Study Period, Buyer assuming Purchaser has not previously elected to terminate this Agreement, Purchaser shall deposit deliver to the Escrow Agent the additional amount sum of Six Hundred Thousand and No/100 Dollars FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($600,000.00500,000.00) (the “Final DepositSecond Exxxxxx Money”) with Escrow Agent(the First Exxxxxx Money and the Second Exxxxxx Money, if any, and (c) if Buyer elects to extend the Closing Date, the Buyer shall deliver the “Extension Deposit” (as hereinafter defined) to Escrow Agent as provided in Section 4.1 (the Initial Deposit, Final Deposit and Extension Deposit, will all interest earned thereon are hereinafter collectively referred to as and when paid to Escrow Agent is collectively the “Exxxxxx Money”). If Purchaser fails to deliver the Second Exxxxxx Money within such two (2) business day period, then Seller shall have the right (exercisable in its sole discretion) to terminate this Agreement by delivery of written notice to Purchaser giving Purchaser three (3) business days after Purchaser’s receipt of such notice to deliver the Second Exxxxxx Money to Escrow Agent. If no such termination notice is given by Seller as herein provided, then the Agreement shall continue in full force and effect in accordance with its terms. If Seller provides the termination notice to Purchaser and Purchaser fails to deliver the Second Exxxxxx Money to Escrow Agent within three (3) business days after Purchaser’s receipt of Seller’s notice, the Seller and Purchaser each shall promptly instruct Escrow Agent to pay the First Exxxxxx Money plus to Seller and, except under those provisions of the Agreement that by their express terms survive the termination of the Agreement, shall have no further rights or obligations under this Agreement. The Exxxxxx Money shall be invested by the Escrow Agent in short-term interest bearing accounts at banks or other financial institutions, which accounts must be insured by the Federal Deposit Insurance Corporation. All interest earned thereon (i) to Seller at and upon the Closing (and credit the same toward the payment of the Purchase Price) or (ii) otherwise on such deposits shall belong to the party (as between Seller and Purchaser) who is entitled to receive the Exxxxxx Money under the applicable provisions of this Agreement. In the event the transactions contemplated herein are not closed in accordance with this Agreement. However, unless and until the Closing occurs under this Agreementprovisions hereof, the Exxxxxx Money shall be held and disbursed by Escrow Agent pursuant to this Agreement which shall also serve either Seller or Purchaser as escrow instructions to Escrow Agent. Escrow Holder’s acceptance of the instructions and agreement to act provided in accordance with the same shall be evidenced by Escrow Agent’s execution of this Agreement in the space provided at the end of this Agreement. The Exxxxxx Money (and each and every part thereof) shall be held in a federally insured interest bearing account in a financial institution acceptable to Buyer under Buyer’s tax identification number with any fees of the Escrow Holder to be split equally by Buyer and Seller. The Final Deposit portion of the Exxxxxx Money may be in the form of a letter of credit issued by Regions Bank or other institutional lender reasonably acceptable to Seller, whereby such letter of credit shall be issued in the name of the Escrow Agent and shall entitled the Escrow Agent to draw upon such letter of credit (i) in the event the expiration date of such letter of credit is less than thirty (30) days, (ii) in the event that the Seller delivers written notice to the Escrow Agent certifying that the Buyer is in default under this Agreement, which default has not been cured within the applicable cure period, or (iii) at the Closing to be applied toward the payment of the Purchase Price. The Exxxxxx Money and any interest earned thereon shall be fully refundable to Buyer through the Inspection Period, as defined herein. If, after the Inspection Period, the Buyer elects to proceed with the transaction, all Exxxxxx Money plus any interest earned thereon shall become non-refundable but applicable to the Purchase Price.

Exxxxxx Money. Buyer is to deposit the Exxxxxx Money as follows: (a) Within two one (21) business days after execution and delivery Business Day of this Agreement the date hereof, Purchaser shall deliver to the Escrow Holder the sum of $5,000,000 by the parties, Buyer shall deposit the amount of One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) federal funds wire transfer (the “Initial Deposit”) with Fidelity National Title Group, 6000 Xxxxxx Xxxxxx, Xxxxx XX-00, Xxxxxxx, Xxxxxxxxx 00000 (“Escrow Agent”); (b) if this Agreement has not been terminated prior to the expiration of the Inspection Period, within two (2) business days following the expiration of the Inspection Period, Buyer shall deposit the additional amount of Six Hundred Thousand and No/100 Dollars ($600,000.00) (the “Final Deposit”) with Escrow Agent, and (c) if Buyer elects to extend the Closing Date, the Buyer shall deliver the “Extension Deposit” (as hereinafter defined) to Escrow Agent as provided in Section 4.1 (the Initial Deposit, Final Deposit and Extension Deposit, will all interest thereon as and when paid to Escrow Agent is collectively “Exxxxxx Money”). Escrow Agent This Agreement shall pay terminate and be deemed void ab initio if the Exxxxxx Money plus is not timely deposited with Escrow Holder. After the interest earned thereon Termination Deadline, if this Agreement is then in effect, the Exxxxxx Money shall be non-refundable to Purchaser except in the event of (i) to Seller at and upon the Closing (and credit the same toward the payment failure of the Purchase Price) or a condition precedent, as provided in Section 5.1, (ii) otherwise to a default by Seller, as provided in Section 11.2 or (iii) the Holder Consent is not issued in accordance with Section 15.1 hereof. The Exxxxxx Money shall be held in escrow and invested by the Escrow Holder in an interest-bearing account, with interest accruing for the benefit of the party entitled to the payment or return of the Exxxxxx Money. The Exxxxxx Money shall be paid to Holder and applied toward the paydown of the Existing Loans as provided in Article 15, and shall otherwise be paid or applied in accordance with this Agreement. (b) The Escrow Holder shall hold the Exxxxxx Money pursuant to the following provisions: (i) The Escrow Holder is not a party to, and is not bound by, or charged with notice of any agreement out of which this escrow may arise, other than the terms and provisions of this Section 3.2 as well as Sections 4.3 and 14.2 of this Agreement. (ii) The Escrow Holder shall deliver the Exxxxxx Money to the party so designated on written notice from both the Purchaser and Seller specifying the time and the place where the Exxxxxx Money is to be delivered, provided, however that the Escrow Holder shall have received such written instructions at least one (1) Business Day prior to the date designated for delivery. (iii) The Escrow Holder is acting solely as a stakeholder and depository as an accommodation to Purchaser and Seller, and is not responsible or liable for any matter or loss arising out of the Escrow Holder’s conduct hereunder, except for its gross negligence or willful misfeasance. The Escrow Holder shall not be responsible or liable for the sufficiency, correctness, genuineness, or validity of the subject matter of this Agreement, or for the identity or authority of any person executing any documents or instruments in connection herewith. (iv) Purchaser and Seller agree to jointly and severally, indemnify, defend and hold harmless the Escrow Holder from and against any loss, cost, claims, damage or expense, including, without limitation, any and all court costs and reasonable attorney’s fees and expenses, collectively called “Expenses”, incurred by the Escrow Holder in connection with or in any way arising out of this Agreement, other than Expenses resulting from the Escrow Holder’s gross negligence or willful misconduct, provided that as between Purchaser and Seller any costs or expenses incurred as a result of any dispute between Seller and Purchaser shall be the responsibility of the non-prevailing party in such dispute. The Escrow Holder may, at its own expense, consult with legal counsel in the event of any dispute or questions as to the construction of any provisions hereof or its duties hereunder, and it shall be fully protected in acting in accordance with the written opinion or instructions of such counsel. (v) The Escrow Holder shall be entitled to act or rely upon, and the Escrow Holder shall be protected in acting or relying upon, the genuineness and validity of any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other document the Escrow Holder shall receive from any party hereto that it reasonably believes to be authentic. (vi) In the event that (a) the Escrow Holder receives contradictory instructions from the parties hereto, or (b) there shall be any dispute between Seller and Purchaser as to any matter arising under this Agreement, or (c) there shall be any uncertainty as to the meaning or applicability of the provisions hereof or any written instructions received by the Escrow Holder pursuant hereto, the Escrow Holder shall continue to hold the Exxxxxx Money pending resolution of the matter if so instructed by written notification from both Seller and Purchaser or if not so instructed shall deposit the Exxxxxx Money with any appropriate court in the State of Florida at the cost and expense of Purchaser and Seller jointly and severally, and, upon making such deposit, the Escrow Holder shall thereupon be discharged and released from any and all liability with respect to the Exxxxxx Money. The Escrow Holder may dispose of the escrowed funds in accordance with a court order, and shall be fully protected if it acts in accordance with any such court order. (vii) Deposits made pursuant to these instructions may be invested on behalf of any party or parties hereto, provided that any direction to the Escrow Holder for such investment shall be in writing and contain the consent of all other parties to this Agreement together with a completed, signed W-9 Form. The Escrow Holder is not to be held responsible for the loss of principal or interest on any investment made pursuant to the aforesaid instruction or in the redemption thereof. (viii) Except as to deposits of funds for which the Escrow Holder has received written instructions as set forth in paragraph (vii) above, the Exxxxxx Money may be commingled with other escrowed funds in a non-segregated escrow account; and (ix) Upon delivery of the Exxxxxx Money in accordance with this Agreement. Howeverthe terms hereof, the Escrow Holder shall be discharged and released from any and all liability with respect to the Exxxxxx Money. (x) Escrow Holder may resign as Escrow Holder hereunder at any time upon written notice to Purchaser and Seller, provided that such resignation shall not be effective unless and until the Closing occurs under this Agreement, the Exxxxxx Money a replacement escrow agent acceptable to Purchaser and Seller shall be held have been identified and disbursed by such replacement escrow agent shall have agreed in writing to serve as Escrow Agent Holder hereunder pursuant to this Agreement which shall also serve as escrow instructions to Escrow Agent. Escrow Holder’s acceptance of the instructions terms and agreement to act in accordance with the same shall be evidenced by Escrow Agent’s execution of this Agreement in the space provided at the end conditions of this Agreement. The Exxxxxx Money . (xi) Purchaser and each and every part thereof) shall be held in a federally insured interest bearing account in a financial institution acceptable to Buyer under Buyer’s tax identification number with any fees Seller may jointly terminate the services of the Escrow Holder to be split equally by Buyer and Seller. The Final Deposit portion of the Exxxxxx Money may be in the form of a letter of credit issued by Regions Bank or other institutional lender reasonably acceptable to Seller, whereby such letter of credit shall be issued in the name of the Escrow Agent and shall entitled the Escrow Agent to draw hereunder at any time upon such letter of credit (i) in the event the expiration date of such letter of credit is less than thirty (30) days, (ii) in the event that the Seller delivers written notice to Escrow Holder, provided that such termination shall not be effective unless and until a replacement escrow agent acceptable to Purchaser and Seller shall have been identified and such replacement escrow agent shall have agreed in writing to serve as Escrow Holder hereunder pursuant to the Escrow Agent certifying that the Buyer is in default under terms and conditions of this Agreement, which default has not been cured within the applicable cure period, or (iii) at the Closing to be applied toward the payment of the Purchase Price. The Exxxxxx Money and any interest earned thereon shall be fully refundable to Buyer through the Inspection Period, as defined herein. If, after the Inspection Period, the Buyer elects to proceed with the transaction, all Exxxxxx Money plus any interest earned thereon shall become non-refundable but applicable to the Purchase Price.

Exxxxxx Money. Buyer is to deposit the Exxxxxx Money as follows: (a) Section 4.1 Within two (2) business days Business Days after execution and delivery of this Agreement by the partiesEffective Date, Buyer Purchaser shall deposit the amount sum of One Hundred Fifty Thousand and No/100 Dollars TWO HUNDRED THOUSAND AND NO/100 DOLLARS ($150,000.00200,000.00) (hereinafter called the “Initial DepositFirst Exxxxxx Money”) ), in good and sufficient funds, with Fidelity National Title Group, 6000 Xxxxxx Xxxxxx, Xxxxx XX-00, Xxxxxxx, Xxxxxxxxx 00000 (“the Escrow Agent”); . The Escrow Agent shall, pending consummation of this transaction, hold the First Exxxxxx Money in escrow in an interest bearing account at a financial institution reasonably acceptable to Purchaser. Within one (b1) if this Agreement has not been terminated prior to the expiration of the Inspection Period, within two (2) business days Business Day following the expiration of the Inspection Period, Buyer Purchaser shall deposit the additional amount sum of Six Hundred Thousand and No/100 Dollars FIFTY THOUSAND AND NO/100 DOLLARS ($600,000.0050,000.00) (hereinafter called the “Final Deposit”) with Escrow Agent, and (c) if Buyer elects to extend the Closing Date, the Buyer shall deliver the “Extension Deposit” (as hereinafter defined) to Escrow Agent as provided in Section 4.1 (the Initial Deposit, Final Deposit and Extension Deposit, will all interest thereon as and when paid to Escrow Agent is collectively “Second Exxxxxx Money”), in good and sufficient funds, with the Escrow Agent. The Escrow Agent shall pay shall, pending consummation of this transaction, hold the Second Exxxxxx Money in escrow in an interest bearing account at a financial institution reasonably acceptable to Purchaser. The First Exxxxxx Money, the Second Exxxxxx Money, and the Extension Deposit, if made, together with any interest earned thereon are hereinafter referred to as the “Exxxxxx Money.” All interest earned on the Exxxxxx Money plus the interest earned thereon (i) to Seller at and upon the Closing (and credit the same toward the payment shall become a part of the Purchase Price) or (ii) otherwise to the party entitled to receive the Exxxxxx Money and shall be delivered by Escrow Agent to the Title Company in accordance with this AgreementSection 3.1 above and applied to the Purchase Price in the event the transaction contemplated hereby closes. However, unless and until the Closing occurs under this AgreementExcept as otherwise provided herein, the Exxxxxx Money shall be held paid to Seller and disbursed otherwise credited against the Purchase Price at Closing. In the event the transaction contemplated by this Agreement is not closed, then the Escrow Agent pursuant to this Agreement which shall also serve as escrow instructions to Escrow Agent. Escrow Holder’s acceptance of the instructions and agreement to act in accordance with the same shall be evidenced by Escrow Agent’s execution of this Agreement in the space provided at the end of this Agreement. The Exxxxxx Money (and each and every part thereof) shall be held in a federally insured interest bearing account in a financial institution acceptable to Buyer under Buyer’s tax identification number with any fees of the Escrow Holder to be split equally by Buyer and Seller. The Final Deposit portion of disburse the Exxxxxx Money may be in the form of a letter of credit issued by Regions Bank or other institutional lender reasonably acceptable to Seller, whereby such letter of credit shall be issued in the name of manner provided for elsewhere herein. Section 4.2 The Escrow Agent must sign this Agreement as evidence that the Escrow Agent and shall entitled agrees to be bound by the Escrow Agent to draw upon such letter of credit (i) in the event the expiration date of such letter of credit is less than thirty (30) days, (ii) in the event that the Seller delivers written notice obligations contained herein with respect to the Escrow Agent certifying that the Buyer is in default under this Agreement, which default has not been cured within the applicable cure period, or (iii) at the Closing to be applied toward the payment of the Purchase Price. The Exxxxxx Money and any interest earned thereon shall be fully refundable to Buyer through the Inspection Period, as defined herein. If, after the Inspection Period, the Buyer elects to proceed with the transaction, all Exxxxxx Money plus any interest earned thereon shall become non-refundable but applicable to the Purchase PriceMoney.

Exxxxxx Money. Buyer is to deposit the Exxxxxx Money as follows: (a) Within two (2) business days after execution and delivery of this Agreement by the parties, Buyer Purchaser shall deposit in escrow with the amount of One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) (the “Initial Deposit”) with Fidelity National Title Group, 6000 Xxxxxx Xxxxxx, Xxxxx XX-00, Xxxxxxx, Xxxxxxxxx 00000 (“Escrow Agent”); (b) if this Agreement has not been terminated prior to the expiration of the Inspection Period, Agent within two (2) business days following of the execution hereof, Six Hundred Fifty Thousand Dollars ($650,000) (such deposit together with any interest that may be earned these prior to Closing, being hereinafter called the "Initial Deposit"). If Purchaser does not elect to terminate this Agreement during the Investigation Period (as hereinafter defined), prior to the expiration of the Inspection Investigation Period, Buyer Purchaser shall deliver to Escrow Agent an additional deposit in the additional amount of Six Three Hundred Thousand and No/100 Dollars ($600,000.00300,000) (the “Final "Additional Deposit”) with "). The Initial Deposit and the Additional Deposit are sometimes individually or collectively referred to as the "Exxxxxx Money". The Exxxxxx Money shall be deposited in an interest bearing account using Purchaser’s tax identification number which shall be provided to Escrow Agent, and (c) if Buyer elects to extend . The Exxxxxx Money shall be applied against the cash portion of the purchase price at Closing Date, the Buyer shall deliver the “Extension Deposit” (as hereinafter defined) or refunded in full to Escrow Agent Purchaser as hereinafter provided in Section 4.1 (Paragraph 15. If Purchaser does not notify Seller prior to the Initial Deposit, Final Deposit and Extension Deposit, will all interest thereon as and when paid to Escrow Agent is collectively “Exxxxxx Money”). Escrow Agent shall pay the Exxxxxx Money plus the interest earned thereon (i) to Seller at and upon the Closing (and credit the same toward the payment expiration of the Purchase Price) or (ii) otherwise Investigation Period that Purchaser elects to the party entitled to receive the Exxxxxx Money in accordance with this Agreement. However, unless and until the Closing occurs under terminate this Agreement, the Exxxxxx Money Initial Deposit shall be held and disbursed by Escrow Agent pursuant to this Agreement which shall also serve as escrow instructions to Escrow Agent. Escrow Holder’s acceptance of the instructions and agreement to act in accordance with the same shall be evidenced by Escrow Agent’s execution of this Agreement in the space provided at the end of this Agreement. The Exxxxxx Money (and each and every part thereof) shall be held in a federally insured interest bearing account in a financial institution acceptable to Buyer under Buyer’s tax identification number with non-refundable for any fees of the Escrow Holder to be split equally by Buyer and Seller. The Final Deposit portion of the Exxxxxx Money may be in the form of a letter of credit issued by Regions Bank or reason other institutional lender reasonably acceptable to Seller, whereby such letter of credit shall be issued in the name of the Escrow Agent and shall entitled the Escrow Agent to draw upon such letter of credit than (i) in the event the expiration date of such letter of credit is less than thirty (30) daysa default by Seller, (ii) in the event that the Seller delivers written notice any condition to the Escrow Agent certifying that the Buyer is in default Purchaser’s obligations under this Agreement, which default has Agreement is not been cured within the applicable cure periodsatisfied as provided herein, or (iii) at as otherwise specifically provided herein. If Purchaser does not notify Seller prior to the Closing to be applied toward the payment expiration of the Purchase Price. The Exxxxxx Money Investigation Period that Purchaser elects to terminate this Agreement and any interest earned thereon Purchaser fails to make the Additional Deposit as required, Purchaser shall be fully refundable in default of this Agreement and Seller shall have the right to Buyer through terminate this Agreement and retain the Inspection Period, Initial Deposit as defined herein. If, after the Inspection Period, the Buyer elects to proceed with the transaction, all Exxxxxx Money plus any interest earned thereon shall become non-refundable but applicable to the Purchase Priceprovided in Paragraph 8.

Exxxxxx Money. Buyer is to deposit the Exxxxxx Money as follows: Within one (a) Within two (21) business days after day of the full execution and delivery of this Agreement by Agreement, Purchaser will depositing with Chicago Title Insurance Company (the parties"Title Company"), Buyer shall deposit having its office at 2000 Xxxxx Xxxxxx, Suite 800, Dallas, Texas, Attention: Exxxx Xxxxxx (the amount "Escrow Agent"), the sum of One Hundred Fifty Thousand and No/100 Dollars FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($150,000.00500,000.00) (the “Initial "First Deposit”") with Fidelity National Title Groupin good funds, 6000 Xxxxxx Xxxxxx, Xxxxx XX-00, Xxxxxxx, Xxxxxxxxx 00000 (“Escrow Agent”); (b) if by federal wire transfer of immediately available funds. If Purchaser does not exercise the right to terminate this Agreement has not been terminated prior to the expiration of the Inspection PeriodPeriod in accordance with Sections 2.4, 3.3, 6.2, 7.2 or 7.3 hereof, Purchaser will, on or before the last date of the Inspection Period (as such term is defined in Section 3.1 hereof), deposit with the Escrow Agent the additional sum of FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000.00) (the "Second Deposit") in good funds, by federal wire transfer of immediately available funds as an additional deposit under this Agreement. The Escrow Agent shall hold the First Deposit and the Second Deposit in an interest-bearing account in accordance with the terms and conditions of this Agreement. The First Deposit and the Second Deposit, together with all interest earned on such sums, are herein referred to collectively as the "Exxxxxx Money." All interest accruing on such sums shall become a part of the Exxxxxx Money and shall be distributed as Exxxxxx Money in accordance with the terms of this Agreement. If Purchaser fails to deliver the Second Deposit to the Escrow Agent within two (2) business days following the time period specified above, then Seller may terminate this Agreement, whereupon Escrow Agent shall deliver the Exxxxxx Money to Seller promptly thereafter, and neither party shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. Time is of the essence for the delivery of Exxxxxx Money under this Agreement. Following the expiration of the Inspection Period, Buyer shall deposit the additional amount of Six Hundred Thousand and No/100 Dollars ($600,000.00) (the “Final Deposit”) with Escrow Agent, and (c) if Buyer elects to extend the Closing Date, the Buyer shall deliver the “Extension Deposit” (as hereinafter defined) to Escrow Agent as provided in Section 4.1 (the Initial Deposit, Final Deposit and Extension Deposit, will all interest thereon as and when paid to Escrow Agent is collectively “Exxxxxx Money”). Escrow Agent shall pay the Exxxxxx Money plus the interest earned thereon (i) to Seller at and upon the Closing (and credit the same toward the payment of the Purchase Price) or (ii) otherwise to the party entitled to receive the Exxxxxx Money in accordance with this Agreement. However, unless and until the Closing occurs under this Agreement, the Exxxxxx Money shall be held and disbursed by Escrow Agent pursuant to this Agreement which shall also serve as escrow instructions to Escrow Agent. Escrow Holder’s acceptance of the instructions and agreement to act in accordance with the same shall be evidenced by Escrow Agent’s execution of this Agreement in the space provided at the end of this Agreement. The Exxxxxx Money (and each and every part thereof) shall be held in a federally insured interest bearing account in a financial institution acceptable to Buyer under Buyer’s tax identification number with any fees of the Escrow Holder to be split equally by Buyer and Seller. The Final Deposit portion of the Exxxxxx Money may be in the form of a letter of credit issued by Regions Bank or other institutional lender reasonably acceptable to Seller, whereby such letter of credit shall be issued in the name of the Escrow Agent and shall entitled the Escrow Agent to draw upon such letter of credit (i) in the event the expiration date of such letter of credit is less than thirty (30) days, (ii) in the event that the Seller delivers written notice to the Escrow Agent certifying that the Buyer is in default under this Agreement, which default has not been cured within the applicable cure period, or (iii) at the Closing to be applied toward the payment of the Purchase Price. The Exxxxxx Money and any interest earned thereon shall be fully refundable to Buyer through the Inspection Period, as defined herein. If, after the Inspection Period, the Buyer elects to proceed with the transaction, all Exxxxxx Money plus any interest earned thereon shall become non-refundable but applicable to the Purchase PricePurchaser unless otherwise expressly set forth in this Agreement.

Exxxxxx Money. Buyer is to deposit the Exxxxxx Money as follows: (a) Within On or before the day two (2) business days Business Days after execution the Effective Date, Purchaser shall deliver the Initial Exxxxxx Money to Escrow Agent by federal wire transfer, payable to Escrow Agent, which Initial Exxxxxx Money shall be held and delivery released by Escrow Agent in accordance with the terms of the Escrow Agreement. Seller and Purchaser mutually acknowledge and agree that time is of the essence in respect of Purchaser's timely deposit of the Initial Exxxxxx Money with Escrow Agent; and that if Purchaser fails to timely deposit the Initial Exxxxxx Money with Escrow Agent, this Agreement shall terminate, and neither party hereto shall have any further rights or obligations hereunder, except those provisions of this Agreement which by their express terms survive the parties, Buyer shall deposit the amount termination of One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) (the “Initial Deposit”) with Fidelity National Title Group, 6000 Xxxxxx Xxxxxx, Xxxxx XX-00, Xxxxxxx, Xxxxxxxxx 00000 (“Escrow Agent”); this Agreement. (b) if this Agreement If Purchaser has not been previously terminated prior the Agreement pursuant to Section 3.6, then no later than two Business Days after the expiration of the Inspection Period, within two (2) business days following Purchaser shall deliver the expiration of the Inspection PeriodAdditional Exxxxxx Money to Escrow Agent by federal wire transfer, Buyer shall deposit the additional amount of Six Hundred Thousand and No/100 Dollars ($600,000.00) (the “Final Deposit”) with payable to Escrow Agent, and (c) if Buyer elects to extend the Closing Date, the Buyer shall deliver the “Extension Deposit” (as hereinafter defined) to Escrow Agent as provided in Section 4.1 (the Initial Deposit, Final Deposit and Extension Deposit, will all interest thereon as and when paid to Escrow Agent is collectively “Exxxxxx Money”). Escrow Agent shall pay the Exxxxxx Money plus the interest earned thereon (i) to Seller at and upon the Closing (and credit the same toward the payment of the Purchase Price) or (ii) otherwise to the party entitled to receive the Exxxxxx Money in accordance with this Agreement. However, unless and until the Closing occurs under this Agreement, the which Additional Exxxxxx Money shall be held and disbursed released by Escrow Agent pursuant to this Agreement which shall also serve as escrow instructions to Escrow Agent. Escrow Holder’s acceptance of the instructions and agreement to act in accordance with the same shall be evidenced by terms of the Escrow Agreement. Seller and Purchaser mutually acknowledge and agree that time is of the essence in respect of Purchaser's timely deposit of the Additional Exxxxxx Money with Escrow Agent’s execution of this Agreement in ; and that if Purchaser fails to timely deposit the space provided at the end of Additional Exxxxxx Money with Escrow Agent, this Agreement. The , at Seller's option, shall terminate, Escrow Agent shall return the Initial Exxxxxx Money (and each any interest earned thereon) to Purchaser, and every part thereofneither party hereto shall have any further rights or obligations hereunder, except those provisions of this Agreement which by their express terms survive the termination of this Agreement. (c) The Exxxxxx Money shall be held applied to the Purchase Price at the Closing and shall otherwise be held, refunded, or disbursed in a federally insured interest bearing account in a financial institution acceptable to Buyer under Buyer’s tax identification number accordance with any fees the terms of the Escrow Holder Agreement and this Agreement. Interest and other income from time to time earned on the Exxxxxx Money shall be split equally by Buyer earned for the account of Purchaser, and Seller. The Final Deposit portion shall be a part of the Exxxxxx Money; and the Exxxxxx Money may be in the form of a letter of credit issued by Regions Bank or other institutional lender reasonably acceptable to Seller, whereby such letter of credit hereunder shall be issued in the name comprised of the Initial Exxxxxx Money (to the extent actually deposited by Purchaser with Escrow Agent as provided herein), and shall entitled the Additional Exxxxxx Money (to the extent actually deposited by Purchaser with Escrow Agent to draw upon as provided herein) and all such letter of credit (i) in the event the expiration date of such letter of credit is less than thirty (30) days, (ii) in the event that the Seller delivers written notice to the Escrow Agent certifying that the Buyer is in default under this Agreement, which default has not been cured within the applicable cure period, or (iii) at the Closing to be applied toward the payment of the Purchase Price. The Exxxxxx Money interest and any interest earned thereon shall be fully refundable to Buyer through the Inspection Period, as defined herein. If, after the Inspection Period, the Buyer elects to proceed with the transaction, all Exxxxxx Money plus any interest earned thereon shall become non-refundable but applicable to the Purchase Priceother income.