Common use of Holdback Escrow Clause in Contracts

Holdback Escrow. At the Closing, the Buyer shall deposit (or cause to be deposited) an amount equal to the Holdback Amount with the Escrow Agent to be held pursuant to the terms of the Holdback Escrow Agreement (the “Holdback Escrow”). Such amount delivered to the Escrow Agent, together with any investment proceeds thereon, and subject to any reduction for distributions made pursuant to the terms of the Holdback Escrow Agreement, are referred to herein, collectively, as the “Holdback Funds”. If the Buyer or a Buyer Related Party (including, following the Closing, Reorganized RentPath) suffers, sustains or incurs any Holdback Liabilities, it shall promptly provide reasonably detailed written evidence of such Holdback Liabilities to the other Parties (a “Holdback Notice”). The Holdback Funds shall be distributed as follows: (a) following the Closing, if the Buyer or a Buyer Related Party (including, following the Closing, Reorganized RentPath) suffers, sustains or incurs any Holdback Liabilities, the Sellers and the Buyer shall deliver a joint written instruction to the Escrow Agent within two (2) Business Days after a Holdback Notice is duly delivered (or, if a Party disputes the nature or amount of the liabilities described in the Holdback Notice, within two (2) Business Days after such dispute is resolved), which joint written instruction shall direct the Escrow Agent to release Holdback Funds in an amount equal to such Holdback Liabilities to an account designated by Buyer or such Buyer Related Party; (b) after the occurrence of the Sellers’ administrative claims bar date (the “Administrative Claims Bar Date”), within five (5) Business Days following the Buyer’s receipt from Sellers (or Wind Down Co.) of an analysis (with supporting material) of the then-outstanding claims asserted against any Seller, any Seller Related Party or Wind Down Co. with respect to any Specified Tax Liabilities (such claims, including any such similar claims asserted against Buyer or a Buyer Related Party (including, following the Closing, Reorganized RentPath), the “Specified Tax Liabilities Claims”), the Sellers and the Buyer shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to release to Wind Down Co. the difference between (i) $5,000,000 minus (ii) the Specified Tax Liabilities Claims, which resulting number, if negative, shall be deemed to be zero; the amount of the Holdback Funds not so released are referred to herein, collectively, as the “Remaining Holdback”; and (c) on the first (1st) Business Day following the date that is twelve (12) months after the Administrative Claims Bar Date, any amounts remaining in the Remaining Holdback shall be released to an account designated by Wind Down Co., provided that the amount of the Remaining Holdback equal to the amount of any then-outstanding claims with respect to (x) the Specified Tax Liabilities Claims and (y) any other Holdback Liabilities that are then-outstanding against the Buyer or a Buyer Related Party (including, following the Closing, Reorganized RentPath), if any, shall be held until, and promptly released to Wind Down Co. or Buyer or such Buyer Related Party following, resolution of such Specified Tax Liabilities Claims or claims with respect to such Holdback Liabilities (as applicable).

Holdback Escrow. Prior to the Effective Time, PUB and the Shareholders’ Representative shall select, and enter into the Holdback Escrow Agreement with, a bank or trust company to act as escrow agent hereunder (the “Escrow Agent”). At the ClosingEffective Time, the Buyer PUB shall deposit (or cause to be deposited) an amount equal to defer payment of the Holdback Amount with and deliver such Holdback Amount to the Escrow Agent to be held pursuant to the terms of the Holdback Escrow Agreement (the “Holdback Escrow”). Such amount delivered to the Escrow Agent, together with any investment proceeds thereon, released as described in this Section 2.12 and subject to any reduction for distributions made pursuant to the terms of in the Holdback Escrow Agreement, . For purposes of this Section 2.12 it is understood that other real estate owned assets of LSB (“OREO Assets”) are referred to herein, collectively, be valued initially at their current book value as of the Closing Date (“Holdback Funds”. If the Buyer or a Buyer Related Party (including, following the Closing, Reorganized RentPath) suffers, sustains or incurs any Holdback Liabilities, it shall promptly provide reasonably detailed written evidence of such Holdback Liabilities to the other Parties (a “Holdback NoticeOREO Closing Balances”). Any OREO fair value accounting adjustments arising from this transaction in accordance with GAAP shall not impact the Holdback. The Holdback Funds Amount shall be distributed released to the Shareholders’ Representative after the date that is twelve months after the Closing Date (the “Benchmark Date”), subject to adjustment as followsdescribed further on Schedule 2.12 and as described below: (a) following For OREO Assets that are sold prior to the Closing, if the Buyer or a Buyer Related Party (including, following the Closing, Reorganized RentPath) suffers, sustains or incurs any Holdback LiabilitiesBenchmark Date, the Sellers Holdback Amount shall be adjusted to reflect the difference between the gross proceeds received on such assets and the Buyer shall deliver a joint written instruction to the Escrow Agent within two (2) Business Days after a Holdback Notice is duly delivered (orOREO Closing Balances of such OREO assets, if a Party disputes the nature net of income taxes or amount of the liabilities described in the Holdback Notice, within two (2) Business Days after such dispute is resolved), which joint written instruction shall direct the Escrow Agent to release Holdback Funds in an amount equal to such Holdback Liabilities to an account designated by Buyer or such Buyer Related Party;benefits; and (b) after For OREO Assets that are not sold prior to the occurrence of the Sellers’ administrative claims bar date (the “Administrative Claims Bar Benchmark Date”), within five (5) Business Days following the Buyer’s receipt from Sellers (or Wind Down Co.) of an analysis (with supporting material) of the then-outstanding claims asserted against any Seller, any Seller Related Party or Wind Down Co. with respect to any Specified Tax Liabilities (such claims, including any such similar claims asserted against Buyer or a Buyer Related Party (including, following the Closing, Reorganized RentPath), the “Specified Tax Liabilities Claims”), the Sellers and the Buyer Holdback Amount shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to release to Wind Down Co. the difference between be adjusted (i) $5,000,000 minus to reflect any write-downs (net of income taxes or benefits), or (ii) for OREO Assets that have not been subject to any write-downs, a holdback deduction (defined as 10% of the Specified Tax Liabilities ClaimsOREO Closing Balances of said OREO assets) will be subtracted from the Holdback Amount. For avoidance of doubt, which resulting number, if negative, shall write-downs will only be deemed made when a new appraisal is required to be zero; obtained by Bank Regulators and such appraisal mandates a reduction in the amount OREO Closing Balance of a particular OREO Asset, or if a particular write-down is required for GAAP. After the Benchmark Date, PUB and the Shareholders Representative shall calculate whether the Holdback Funds not so released are referred to herein, collectively, as the “Remaining Holdback”; and (c) on the first (1st) Business Day following the date that is twelve (12) months after the Administrative Claims Bar Date, any amounts remaining in the Remaining Holdback shall Amount must be released to an account designated by Wind Down Co., provided that the amount of the Remaining Holdback equal increased or decreased due to the amount of any then-outstanding claims with respect to (x) the Specified Tax Liabilities Claims and (y) any other Holdback Liabilities that are then-outstanding against the Buyer or a Buyer Related Party (including, following the Closing, Reorganized RentPath), if any, shall be held until, and promptly released to Wind Down Co. or Buyer or such Buyer Related Party following, resolution of such Specified Tax Liabilities Claims or claims with respect to such Holdback Liabilities (as applicable).adjustments described in this

Holdback Escrow. At (a) The parties hereto acknowledge and agree that notwithstanding anything contained herein to the contrary and except as provided in 1.4(b) below, Buyer shall hold back from delivery to Seller at the Closing, the Buyer shall deposit (or cause to be depositedused for the purposes described herein, (i) an amount equal of Two Hundred and Fifty Thousand ($250,000) (such amount, the “Adjustment Holdback Amount”) and (ii) an amount of Three Million Four Hundred Thousand ($3,400,000) (such amount, the “Holdback Amount”), which amounts shall be deposited into an escrow account with X.X. Xxxxxx (the “Escrow Agent”), under the terms of an escrow agreement in a form mutually agreeable to Buyer and Seller (the “Escrow Agreement”). Payment to Seller of all or any portion of the Adjustment Holdback amount or the Holdback Amount with the Escrow Agent to be held pursuant to the terms of the Holdback Escrow Agreement (the “Holdback Escrow”). Such amount delivered to the Escrow Agent, together with any investment proceeds thereon, and subject to any reduction for distributions made pursuant to the terms of the Holdback Escrow Agreement, are referred to herein, collectively, as the “Holdback Funds”. If the Buyer or a Buyer Related Party (including, following the Closing, Reorganized RentPath) suffers, sustains or incurs any Holdback Liabilities, it shall promptly provide reasonably detailed written evidence of such Holdback Liabilities to the other Parties (a “Holdback Notice”). The Holdback Funds shall be distributed contingent upon amounts being available for payment after satisfaction of certain obligations of Seller as follows: (a) following the Closing, if the Buyer or a Buyer Related Party (including, following the Closing, Reorganized RentPath) suffers, sustains or incurs any Holdback Liabilities, the Sellers and the Buyer shall deliver a joint written instruction to the Escrow Agent within two (2) Business Days after a Holdback Notice is duly delivered (or, if a Party disputes the nature or amount of the liabilities described set forth in the Holdback Notice, within two (2) Business Days after such dispute is resolved), which joint written instruction shall direct the Escrow Agent to release Holdback Funds in an amount equal to such Holdback Liabilities to an account designated by Buyer or such Buyer Related Party;this Agreement. (b) after Notwithstanding the occurrence of foregoing paragraph, if, on or prior to the Sellers’ administrative claims bar date Closing Date, Seller has not received and delivered to Buyer a written notice (the “Administrative Claims Bar DateSublease Termination Notice”) from the Landlord (as such term is defined in the Sublease Agreement, dated as of November 30, 2004, by and among Laminations, Inc., Xxxxxxx X. Xxxxx, Xxxxxxx and the other signatories thereto for the property at 0000 Xxxxxxx Xxxxxx (the “Sublease Agreement”), within five (5) Business Days following that the Buyer’s receipt from Sellers (or Wind Down Co.) of an analysis (with supporting materialLandlord has exercised its right under Section 11(a) of the then-outstanding claims asserted against any Seller, any Seller Related Party or Wind Down Co. with respect Sublease Agreement to any Specified Tax Liabilities cause the Term (as such claims, including any term is defined in the Sublease Agreement) of the Lease (as such similar claims asserted against Buyer or a Buyer Related Party term is defined in the Sublease Agreement) to expire and terminate on the date which is three (including, 3) months following the ClosingClosing Date, Reorganized RentPath)then, for the purposes of this Agreement, the “Specified Tax Liabilities Claims”Adjustment Holdback Amount shall be equal to an amount of Six Hundred Thousand ($600,000), the Sellers . (c) The parties hereto acknowledge and the Buyer shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to release to Wind Down Co. the difference between agree that (i) $5,000,000 minus the Adjustment Holdback Amount shall be used to satisfy any right Buyer may have to receive a payment as provided in Sections 1.2(b)(i) and 4.12, if any and (ii) the Specified Tax Liabilities Claims, which resulting numberHoldback Amount shall be used to satisfy any right Buyer may have to receive (A) an indemnification payment as provided in Section 7 herein and (B) a payment pursuant to Sections 1.2(b)(i) and 4.12, if negativeany, shall be deemed to be zero; the amount extent not satisfied out of the Adjustment Holdback Funds not so released are referred Amount. After payment of a Positive Adjustment Amount or a Negative Adjustment Amount pursuant to hereinSection 1.2(b)(i) and, collectivelyif at that time, as the “Remaining Holdback”; and (c) on the first (1st) Business Day following the date that is twelve (12) months after the Administrative Claims Bar Dateall of Seller’s obligations under Section 4.12, any if any, have been satisfied in full, all amounts remaining in the Remaining Holdback shall be released to an account designated by Wind Down Co., provided that the amount as part of the Remaining Adjustment Holdback equal to the amount of any then-outstanding claims with respect to (x) the Specified Tax Liabilities Claims and (y) any other Holdback Liabilities that are then-outstanding against the Buyer or a Buyer Related Party (including, following the Closing, Reorganized RentPath)Amount, if any, shall be held untilreleased and transferred to the Seller. If, at the time that amounts would be released from the Adjustment Holdback Amount as described in the foregoing sentence, Seller’s obligations under Section 4.12, if any, have not been satisfied in full, all amounts remaining as part of the Adjustment Holdback Amount in excess of $350,000, if any, will be released and transferred to Seller and, thereafter, upon satisfaction of Seller’s obligations in Section 4.12, if any, any remaining Adjustment Holdback Amount shall be released and transferred to Seller. On the date which is the earlier of (A) the later of (i) one (1) year from the date of the Closing or (ii) ninety (90) days following the date on which the first annual audit of the Companies is completed (which audit Buyer will use its best efforts to cause to be completed by March 30, 2007) or (B) May 31, 2007 (such earlier date, the “Expiration Date”), all amounts remaining as part of the Holdback Amount, if any, shall be released and transferred to Seller, and promptly released to Wind Down Co. or all rights of Buyer or such Buyer Related Party following, resolution of such Specified Tax Liabilities Claims or claims with respect to such distributed portion of the Holdback Liabilities (Amount shall terminate. Notwithstanding any of the foregoing, if on the Expiration Date there exists any unresolved claims by Buyer hereunder, then a portion of the Holdback Amount in an amount sufficient for the payment of all such unresolved claims shall be retained by the Escrow Agent holding such applicable portion until full and final resolution thereof. The Adjustment Holdback Amount and the Holdback Amount shall be treated as deferred Purchase Price for all Tax purposes. The Buyer shall be responsible for reporting any interest income earned on the Adjustment Holdback Amount or on the Holdback Amount and all such interest shall become part of the Adjustment Holdback Amount or the Holdback Amount, as applicable), and all Taxes with respect thereto shall be payable from the Adjustment Holdback Amount or Holdback Amount, as applicable. Buyer shall receive distributions from the Holdback Amount of 38% of the amount of any taxable income earned on the Holdback Amount.

Holdback Escrow. 9.4.1 At the Closing, the Buyer shall deposit (or cause to be deposited) an amount equal to the Holdback Amount with the Escrow Agent to be held pursuant to the terms a portion of the Purchase Price in the amount of $400,000 (together with interest thereon, the “Holdback Escrow Agreement Funds”) shall be deposited into an escrow account (the “Holdback Escrow”). Such amount delivered to the ) established with Escrow Agent, together with any investment proceeds thereon, and subject to any reduction for distributions made Agent pursuant to the terms of the a Holdback Escrow Agreement, are referred to herein, collectively, Agreement in the form attached hereto as Exhibit I (the “Holdback Funds”. If the Buyer or a Buyer Related Party (including, following the Closing, Reorganized RentPath) suffers, sustains or incurs any Holdback Liabilities, it shall promptly provide reasonably detailed written evidence of such Holdback Liabilities to the other Parties (a “Holdback NoticeAgreement”). The Holdback Funds shall be distributed disbursed by Escrow Agent only as follows: (a) following In the Closingevent Purchaser becomes aware of a claim with respect to a breach by Seller of a representation or warranty set forth in Section 9.1 hereof or with respect to an Indemnified Claim for which Seller has expressly agreed to indemnify Purchaser under this Agreement (a “Holdback Claim”), Purchaser shall promptly (and in any event prior to the expiration of the Survival Period) give written notice thereof to Seller and Escrow Agent. Purchaser shall commence litigation in a court of competent jurisdiction with respect to a Holdback Claim, if the Buyer or a Buyer Related Party (includingat all, following the Closing, Reorganized RentPath) suffers, sustains or incurs any Holdback Liabilities, the Sellers and the Buyer shall deliver a joint written instruction prior to the later of (i) the expiration of the Survival Period or (ii) twenty-one (21) days after Purchaser’s delivery to Seller and Escrow Agent within two (2) Business Days after of written notice of such Holdback Claim in accordance with the preceding sentence. In the event of the entry of a final, non-appealable judgment by a court of competent jurisdiction in favor of Purchaser with respect to a Holdback Notice is duly Claim of which Purchaser delivered (orwritten notice to Seller and Escrow Agent prior to the expiration of the Survival Period, if a Party disputes Purchaser and Seller shall jointly direct Escrow Agent in writing to disburse to Purchaser Holdback Funds from the nature or Holdback Escrow in the amount of the liabilities described in the Holdback Notice, within two (2) Business Days after such dispute is resolved), which joint written instruction shall direct the Escrow Agent to release Holdback Funds in an amount equal Seller’s liability pursuant to such Holdback Liabilities to an account designated by Buyer or such Buyer Related Party;judgment. (b) after Subject to disbursements of Holdback Funds to pay Holdback Claims in accordance with the occurrence of preceding subsection, Escrow Agent shall continue to hold the Sellers’ administrative claims bar date (Holdback Funds in the “Administrative Claims Bar Date”)Holdback Escrow until, within five (5) Business Days following the Buyer’s receipt from Sellers (or Wind Down Co.) of an analysis (with supporting material) of the then-outstanding claims asserted against any Seller, any Seller Related Party or Wind Down Co. with respect to any Specified Tax Liabilities (such claims, including any such similar claims asserted against Buyer or a Buyer Related Party (including, following the Closing, Reorganized RentPath), the “Specified Tax Liabilities Claims”), the Sellers and the Buyer Holdback Escrow shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to release to Wind Down Co. the difference between terminate upon: (i) $5,000,000 minus if Escrow Agent and Seller have not theretofore received written notice from Purchaser of a Holdback Claim, the expiration of the Survival Period, or (ii) if, prior to the Specified Tax Liabilities Claims, which resulting number, if negative, shall be deemed to be zero; the amount expiration of the Survival Period, Escrow Agent and Seller have received written notice from Purchaser of a Holdback Funds not so released are referred to herein, collectively, as the “Remaining Holdback”; and (c) on the first (1st) Business Day following the date that is twelve (12) months after the Administrative Claims Bar Date, any amounts remaining Claim and Purchaser commences litigation in the Remaining Holdback shall be released to an account designated by Wind Down Co., provided that the amount a court of the Remaining Holdback equal to the amount of any then-outstanding claims with respect to (x) the Specified Tax Liabilities Claims and (y) any other Holdback Liabilities that are then-outstanding against the Buyer or a Buyer Related Party (including, following the Closing, Reorganized RentPath), if any, shall be held until, and promptly released to Wind Down Co. or Buyer or such Buyer Related Party following, resolution of such Specified Tax Liabilities Claims or claims competent jurisdiction with respect to such Holdback Liabilities Claim within the time period required under subsection (as applicable)a) above, the later to occur of (x) the date on which a final judgment has been entered, and the expiration of all appeal periods, in any such litigation, or (y) the expiration of the Survival Period. Upon such termination of the Holdback Escrow, Escrow Agent shall, without the requirement of receiving additional notice from Seller or Purchaser, promptly disburse from the Holdback Escrow to Seller all remaining Holdback Funds, if any. 9.4.2 This Section 9.4 shall survive Closing.

Holdback Escrow. EAST\149645359.3 3.3.1 At the Closing, a portion of the Buyer shall deposit (or cause to be deposited) an amount Purchase Price equal to One Million Nine Hundred Thousand and 00/100 Dollars ($1,900,000.00) (the “701 Escrow”) shall be retained by the Title Company and placed into escrow pursuant to a an escrow agreement in the form attached hereto as Exhibit C-1 (“701 Holdback Escrow Agreement”), for the purpose of reimbursing Purchaser for the out of pocket costs incurred following Closing to inspect, repair and restore water intrusion and the resulting damage to the building located at 000 00xx Xxxxxx Xxxxx, Xxxxxxxxxxx, Xxxxxxxxx (“701 Property”) as more particularly set forth in the Holdback Amount Escrow Agreement. 3.3.2 At Closing, a portion of the Purchase Price equal to Six Hundred Thousand and 00/100 Dollars ($600,000.00) (the “Environmental Condition Escrow”) shall be retained by the Title Company and placed into escrow pursuant to an escrow agreement in the form attached hereto as Exhibit C-2 (“Environmental Holdback Escrow Agreement”, and together with the 701 Holdback Escrow Agent Agreement, collectively, “Holdback Escrow Agreement”) for the purpose of reimbursing Purchaser for the out of pocket costs incurred following Closing with respect to the investigation and remediation, including any repairs required in connection therewith, arising out of certain environmental conditions at the Properties located at 0000 Xxxxx Xxx., Xxxxxx, XX (“Xxxxxxx Property”) and 0000 X. Xxxxxxxx Xxxxxx, Xxxxxx, XX (“”Pavilion II Property”), in each case, as more particularly set forth in the Holdback Escrow Agreement. 3.3.3 At Closing, Purchaser, Seller and Title Company shall execute the Holdback Escrow Agreement, and the Holdback Escrow Agreement shall be held added as a Seller Closing Document (pursuant to Section 4.2 of the Agreement) and as a Purchaser Closing Document (pursuant to Section 4.4 of the Agreement). The terms of the Holdback Escrow Agreement (shall survive the “Holdback Escrow”). Such amount delivered to the Escrow Agent, together with any investment proceeds thereon, Closing and subject to any reduction for distributions made pursuant to the terms Seller’s delivery of the Holdback Escrow AgreementDeed for the 701 Property, are referred to herein, collectively, as the “Holdback FundsXxxxxxx Property and Pavilion II Property.”. If the Buyer or a Buyer Related Party (including, following the Closing, Reorganized RentPath) suffers, sustains or incurs any Holdback Liabilities, it shall promptly provide reasonably detailed written evidence of such Holdback Liabilities to the other Parties (a “Holdback Notice”). The Holdback Funds shall be distributed as follows: (a) following the Closing, if the Buyer or a Buyer Related Party (including, following the Closing, Reorganized RentPath) suffers, sustains or incurs any Holdback Liabilities, the Sellers and the Buyer shall deliver a joint written instruction to the Escrow Agent within two (2) Business Days after a Holdback Notice is duly delivered (or, if a Party disputes the nature or amount of the liabilities described in the Holdback Notice, within two (2) Business Days after such dispute is resolved), which joint written instruction shall direct the Escrow Agent to release Holdback Funds in an amount equal to such Holdback Liabilities to an account designated by Buyer or such Buyer Related Party; (b) after the occurrence of the Sellers’ administrative claims bar date (the “Administrative Claims Bar Date”), within five (5) Business Days following the Buyer’s receipt from Sellers (or Wind Down Co.) of an analysis (with supporting material) of the then-outstanding claims asserted against any Seller, any Seller Related Party or Wind Down Co. with respect to any Specified Tax Liabilities (such claims, including any such similar claims asserted against Buyer or a Buyer Related Party (including, following the Closing, Reorganized RentPath), the “Specified Tax Liabilities Claims”), the Sellers and the Buyer shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to release to Wind Down Co. the difference between (i) $5,000,000 minus (ii) the Specified Tax Liabilities Claims, which resulting number, if negative, shall be deemed to be zero; the amount of the Holdback Funds not so released are referred to herein, collectively, as the “Remaining Holdback”; and (c) on the first (1st) Business Day following the date that is twelve (12) months after the Administrative Claims Bar Date, any amounts remaining in the Remaining Holdback shall be released to an account designated by Wind Down Co., provided that the amount of the Remaining Holdback equal to the amount of any then-outstanding claims with respect to (x) the Specified Tax Liabilities Claims and (y) any other Holdback Liabilities that are then-outstanding against the Buyer or a Buyer Related Party (including, following the Closing, Reorganized RentPath), if any, shall be held until, and promptly released to Wind Down Co. or Buyer or such Buyer Related Party following, resolution of such Specified Tax Liabilities Claims or claims with respect to such Holdback Liabilities (as applicable).

Holdback Escrow. At the Closing, Seller shall fund One Million Five Hundred Thousand and no/100 Dollars ($1,500,000.00) (as reduced in accordance with this Section 15.5.5, the Buyer shall deposit (or cause “Holdback Amount”) into an escrow account to be deposited) an amount equal to the Holdback Amount with held by the Escrow Agent to be held pursuant to the terms of the Holdback Escrow Agreement (the “Holdback Escrow”). Such amount delivered to the Escrow Agent, together with any investment proceeds thereon, and subject to any reduction for distributions made ) pursuant to the terms Post-Closing Escrow Agreement in commercially reasonable, mutually acceptable form to be agreed upon by Seller and Purchaser by May 31, 2013 and thereupon attached hereto as Exhibit N (the “Post-Closing Escrow Agreement”). Purchaser shall provide a Claim Notice to Seller and Escrow Agent of any Indemnification Loss on or prior to the date that is two hundred seventy (270) days after the Closing Date (the “Holdback Period”). Within ten (10) days after Seller’s receipt of a Claim Notice, Seller shall either (i) cause Escrow Agent to disburse funds from the Holdback Escrow Agreement, are referred to herein, collectively, as the “Holdback Funds”. If the Buyer or a Buyer Related Party (including, following the Closing, Reorganized RentPath) suffers, sustains or incurs any Holdback Liabilities, it shall promptly provide reasonably detailed written evidence of such Holdback Liabilities to the other Parties (a “Holdback Notice”). The Holdback Funds shall be distributed as follows: (a) following the Closing, if the Buyer or a Buyer Related Party (including, following the Closing, Reorganized RentPath) suffers, sustains or incurs any Holdback Liabilities, the Sellers and the Buyer shall deliver a joint written instruction to the Escrow Agent within two (2) Business Days after a Holdback Notice is duly delivered (or, if a Party disputes the nature or amount of the liabilities described in the Holdback Notice, within two (2) Business Days after such dispute is resolved), which joint written instruction shall direct the Escrow Agent to release Holdback Funds Purchaser in an amount equal to the lesser of (a) the amount of the Indemnification Loss set forth in such Holdback Liabilities to an account designated by Buyer Claim Notice, or such Buyer Related Party; (b) after the occurrence of the Sellers’ administrative claims bar date (the “Administrative Claims Bar Date”), within five (5) Business Days following the Buyer’s receipt from Sellers (or Wind Down Co.) of an analysis (with supporting material) of the then-outstanding claims asserted against any Seller, any Seller Related Party or Wind Down Co. with respect to any Specified Tax Liabilities (such claims, including any such similar claims asserted against Buyer or a Buyer Related Party (including, following the Closing, Reorganized RentPath), the “Specified Tax Liabilities Claims”), the Sellers and the Buyer shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to release to Wind Down Co. the difference between (i) $5,000,000 minus (ii) the Specified Tax Liabilities Claims, which resulting number, if negative, shall be deemed to be zero; the amount of the Holdback Funds not so released are referred to herein, collectively, as Amount remaining on deposit in the Holdback Escrow; or (ii) dispute such claim by delivering written notice (the “Remaining HoldbackDispute Notice”; and ) to Purchaser and the Escrow Agent. Should Seller either (cx) on fail to cause Escrow Agent to disburse funds from the first Holdback Escrow to Purchaser in the amount of the Indemnification Loss set forth in such Claim Notice, or (1sty) Business Day following timely issue a Dispute Notice, Purchaser’s sole remedy shall be an action at law for damages in the amount of the aggregate Indemnification Losses incurred by Purchaser up to, but not in excess of, Seller’s Liability Cap (less any amounts previously disbursed to Purchaser from the Holdback Escrow). Notwithstanding the foregoing and as more specifically set forth in the Post-Closing Escrow Agreement, Escrow Agent shall disburse available funds from the Holdback Escrow to Seller as follows: RELEASE DATE RELEASE AMOUNT On the date that is twelve (12) months 120 days after the Administrative Claims Bar DateClosing Date All amounts held in the Holdback Escrow, if any, that exceed the greater of (i) $1,100,000 or (ii) any Pending Claim Amounts On the date 180 days after the Closing Date All amounts held in the Holdback Escrow, if any, that exceed the greater of (i) $500,000 or (ii) any Pending Claim Amounts On the date 270 days after the Closing Date All amounts remaining in the Remaining Holdback shall be released to an account designated by Wind Down Co., provided that the amount of the Remaining Holdback equal to the amount of any then-outstanding claims with respect to (x) the Specified Tax Liabilities Claims and (y) any other Holdback Liabilities that are then-outstanding against the Buyer or a Buyer Related Party (including, following the Closing, Reorganized RentPath)Escrow, if any, shall be held until, and promptly released to Wind Down Co. or Buyer or such Buyer Related Party following, resolution of such Specified Tax Liabilities Claims or claims with respect to such Holdback Liabilities (as applicable).less any Pending Claim Amounts

Holdback Escrow. At (a) Seller agrees that on the Closing, the Buyer Closing Date ONE HUNDRED AND FIFTY THOUSAND DOLLARS ($150,000) shall deposit (or cause to be deposited) deposited into an amount equal to the Holdback Amount account with the Escrow Agent to be held pursuant to the terms of the Holdback Escrow Agreement (the “Holdback EscrowEscrow Account”)) out of the proceeds of the sale of the Property, which funds shall be held in accordance with this First Amendment. Such amount delivered to the All funds deposited with Escrow Agent, together with any investment proceeds thereon, and subject to any reduction for distributions made Agent pursuant to the terms of the Holdback Escrow Agreement, this First Amendment (and any interest earned thereon) are hereinafter referred to herein, collectively, collectively as the “Holdback Funds”. Notwithstanding any language to the contrary herein, in no case shall Seller be responsible for any Alterations (defined below) work or payment thereof that may exceed the amount in the Escrow Account. If the Holdback Funds (and, therefore, the Escrow Account) is depleted, then Buyer shall be liable for any unreimbursed or a Buyer Related Party (including, following the Closing, Reorganized RentPath) suffers, sustains or incurs any Holdback Liabilities, it shall promptly provide reasonably detailed written evidence of such Holdback Liabilities unpaid Alterations work performed wit regard to the other Parties (a “Holdback Notice”). The Holdback Funds shall be distributed as follows: (a) following the Closing, if the Buyer or a Buyer Related Party (including, following the Closing, Reorganized RentPath) suffers, sustains or incurs any Holdback Liabilities, the Sellers and the Buyer shall deliver a joint written instruction to the Escrow Agent within two (2) Business Days after a Holdback Notice is duly delivered (or, if a Party disputes the nature or amount of the liabilities described in the Holdback Notice, within two (2) Business Days after such dispute is resolved), which joint written instruction shall direct the Escrow Agent to release Holdback Funds in an amount equal to such Holdback Liabilities to an account designated by Buyer or such Buyer Related Party;Property. (b) after The obligations of Escrow Agent with regard to the occurrence of the Sellers’ administrative claims bar date (the “Administrative Claims Bar Date”), within five (5) Business Days following the Buyer’s receipt from Sellers (or Wind Down Co.) of an analysis (with supporting material) of the then-outstanding claims asserted against any Seller, any Seller Related Party or Wind Down Co. with respect to any Specified Tax Liabilities (such claims, including any such similar claims asserted against Buyer or a Buyer Related Party (including, following the Closing, Reorganized RentPath), the “Specified Tax Liabilities Claims”), the Sellers Holdback Funds and the Buyer Escrow Account shall deliver a joint written instruction terminate on the earlier to the Escrow Agent instructing the Escrow Agent to release to Wind Down Co. the difference between occur of: (i) $5,000,000 minus (ii) the Specified Tax Liabilities Claims, which resulting number, if negative, shall be deemed to be zero; the amount complete disbursement of the Holdback Funds not so pursuant to SECTION 1(c) hereof, (ii) tender of the Holdback Funds into a court of competent jurisdiction as permitted by SECTION 2 hereof, or (iii) the date that is nine (9) months after the Closing Date. Upon such termination, Escrow Agent shall be relieved from all duties, obligations, liabilities and responsibilities hereunder other than those that accrued prior thereto. Any Holdback Funds remaining in the Escrow Account following the termination events listed in this SECTION 1(b) shall be released are referred to herein, collectively, as and at the “Remaining Holdback”; anddirection of Seller. (c) From time to time, Buyer may submit a written request to the Escrow Agent, with a copy to Seller, for reimbursement of bona fide costs incurred by Buyer for materials and third party costs necessary to complete the Alterations (defined below). Any such request for reimbursement shall include a description of the Alterations for which reimbursement is sought and ample documentation supporting the cost of such Alterations. All Alterations shall be performed by third parties with no direct or indirect affiliation with Buyer, and the cost of all such Alterations shall not exceed the local fair market rate. (d) For purposes of this First Amendment, “Alterations” shall mean the following work on the first improvements on the Real Property and CPSI Property being sold pursuant to the Agreement and the CPSI Agreement, as applicable: (1sti) Business Day following installation of customary metal flashing on the date that is twelve roofs and buildings; (12ii) months after roof repairs (including the Administrative Claims Bar Date, any amounts remaining replacement of missing shingles); (iii) drainage work precipitated by poor water flow on parts of the Real Property; (iv) install deadbolts in the Remaining Holdback shall be released all apartment units not up to an account designated by Wind Down Co., provided code; (v) replace irrigation system’s faulty back flow preventer and faulty or missing sprinkler heads; and (vi) replace one pool pump and pool drain. The parties to this First Amendment acknowledge that the amount Holdback Funds may be used for the foregoing listed work regardless of whether such work is on improvements on the Remaining Holdback equal to Real Property or the amount of any then-outstanding claims with respect to (x) the Specified Tax Liabilities Claims and (y) any other Holdback Liabilities that are then-outstanding against the Buyer or a Buyer Related Party (including, following the Closing, Reorganized RentPath), if any, shall be held until, and promptly released to Wind Down Co. or Buyer or such Buyer Related Party following, resolution of such Specified Tax Liabilities Claims or claims with respect to such Holdback Liabilities (as applicable)CRLP Property.

Holdback Escrow. At (a) Seller agrees that on the Closing, the Buyer Closing Date ONE HUNDRED THOUSAND DOLLARS ($100,000) shall deposit (or cause to be deposited) deposited into an amount equal to the Holdback Amount account with the Escrow Agent to be held pursuant to the terms of the Holdback Escrow Agreement (the “Holdback EscrowEscrow Account”)) out of the proceeds of the sale of the Property, which funds shall be held in accordance with this First Amendment. Such amount delivered to the All funds deposited with Escrow Agent, together with any investment proceeds thereon, and subject to any reduction for distributions made Agent pursuant to the terms of the Holdback Escrow Agreement, this First Amendment (and any interest earned thereon) are hereinafter referred to herein, collectively, collectively as the “Holdback Funds”. Notwithstanding any language to the contrary herein, in no case shall Seller be responsible for any Alterations (defined below) work or payment thereof that may exceed the amount in the Escrow Account. If the Holdback Funds (and, therefore, the Escrow Account) is depleted, then Buyer shall be liable for any unreimbursed or a Buyer Related Party (including, following the Closing, Reorganized RentPath) suffers, sustains or incurs any Holdback Liabilities, it shall promptly provide reasonably detailed written evidence of such Holdback Liabilities unpaid Alterations work performed wit regard to the other Parties (a “Holdback Notice”). The Holdback Funds shall be distributed as follows: (a) following the Closing, if the Buyer or a Buyer Related Party (including, following the Closing, Reorganized RentPath) suffers, sustains or incurs any Holdback Liabilities, the Sellers and the Buyer shall deliver a joint written instruction to the Escrow Agent within two (2) Business Days after a Holdback Notice is duly delivered (or, if a Party disputes the nature or amount of the liabilities described in the Holdback Notice, within two (2) Business Days after such dispute is resolved), which joint written instruction shall direct the Escrow Agent to release Holdback Funds in an amount equal to such Holdback Liabilities to an account designated by Buyer or such Buyer Related Party;Property. (b) after The obligations of Escrow Agent with regard to the occurrence of the Sellers’ administrative claims bar date (the “Administrative Claims Bar Date”), within five (5) Business Days following the Buyer’s receipt from Sellers (or Wind Down Co.) of an analysis (with supporting material) of the then-outstanding claims asserted against any Seller, any Seller Related Party or Wind Down Co. with respect to any Specified Tax Liabilities (such claims, including any such similar claims asserted against Buyer or a Buyer Related Party (including, following the Closing, Reorganized RentPath), the “Specified Tax Liabilities Claims”), the Sellers Holdback Funds and the Buyer Escrow Account shall deliver a joint written instruction terminate on the earlier to the Escrow Agent instructing the Escrow Agent to release to Wind Down Co. the difference between occur of: (i) $5,000,000 minus (ii) the Specified Tax Liabilities Claims, which resulting number, if negative, shall be deemed to be zero; the amount complete disbursement of the Holdback Funds not so pursuant to SECTION 1(c) hereof, (ii) tender of the Holdback Funds into a court of competent jurisdiction as permitted by SECTION 2 hereof, or (iii) the date that is nine (9) months after the Closing Date. Upon such termination, Escrow Agent shall be relieved from all duties, obligations, liabilities and responsibilities hereunder other than those that accrued prior thereto. Any Holdback Funds remaining in the Escrow Account following the termination events listed in this SECTION 1(b) shall be released are referred to herein, collectively, as and at the “Remaining Holdback”; anddirection of Seller. (c) From time to time, Buyer may submit a written request to the Escrow Agent, with a copy to Seller, for reimbursement of bona fide costs incurred by Buyer for materials and third party costs necessary to complete the Alterations (defined below). Any such request for reimbursement shall include a description of the Alterations for which reimbursement is sought and ample documentation supporting the cost of such Alterations. All Alterations shall be performed by third parties with no direct or indirect affiliation with Buyer, and the cost of all such Alterations shall not exceed the local fair market rate. (d) For purposes of this First Amendment, “Alterations” shall mean the following work on the first improvements on the Real Property and CRLP Property being sold pursuant to the Agreement and the CRLP Agreement, as applicable: (1sti) Business Day following installation of customary metal flashing on the date that is twelve roofs and buildings; (12ii) months after roof repairs (including the Administrative Claims Bar Date, any amounts remaining replacement of missing shingles); (iii) drainage work precipitated by poor water flow on parts of the Real Property; (iv) install deadbolts in the Remaining Holdback shall be released all apartment units not up to an account designated by Wind Down Co., provided code; (v) replace irrigation system’s faulty back flow preventer and faulty or missing sprinkler heads; and (vi) replace one pool pump and pool drain. The parties to this First Amendment acknowledge that the amount Holdback Funds may be used for the foregoing listed work regardless of whether such work is on improvements on the Remaining Holdback equal to Real Property or the amount of any then-outstanding claims with respect to (x) the Specified Tax Liabilities Claims and (y) any other Holdback Liabilities that are then-outstanding against the Buyer or a Buyer Related Party (including, following the Closing, Reorganized RentPath), if any, shall be held until, and promptly released to Wind Down Co. or Buyer or such Buyer Related Party following, resolution of such Specified Tax Liabilities Claims or claims with respect to such Holdback Liabilities (as applicable)CRLP Property.

Holdback Escrow. (a) At the Closing, the Buyer shall deposit (or cause to be deposited) an amount equal to the Holdback Amount with the Escrow Agent. The Indemnity Holdback Amount shall be used to support the adjustments under Section 3.03 and the indemnification obligations under Section 9.02. The Termination Holdback Amount shall be used to support the obligations of the lessees under Section 13 of the Management Agreements, and MR Holdings or Mission Residential Holdings, LLC under the Guarantee to pay Buyer certain termination fees in the event of a termination of the Management Agreements under certain circumstances specified therein (the “Termination Fees”). At the Closing, Buyer, Seller and Escrow Agent shall execute an escrow agreement in substantially the form attached hereto as Exhibit 3.02(a) (the “Indemnification/Termination Escrow Agreement”) to be held pursuant to acknowledge the terms Escrow Agent’s receipt of the Holdback Escrow Agreement (Amount and its agreement to hold and disburse the “Holdback Escrow”). Such amount delivered to the Escrow Agent, together Amount strictly in accordance with any investment proceeds thereon, and subject to any reduction for distributions made pursuant to the terms and provisions of the Holdback Indemnification/Termination Escrow Agreement, are referred to herein, collectively, as the “Holdback Funds”. If the Buyer or a Buyer Related Party (including, following the Closing, Reorganized RentPath) suffers, sustains or incurs any Holdback Liabilities, it shall promptly provide reasonably detailed written evidence of such Holdback Liabilities to the other Parties (a “Holdback Notice”). The Holdback Funds shall be distributed as follows: (a) following the Closing, if the Buyer or a Buyer Related Party (including, following the Closing, Reorganized RentPath) suffers, sustains or incurs any Holdback Liabilities, the Sellers and the Buyer shall deliver a joint written instruction to the Escrow Agent within two (2) Business Days after a Holdback Notice is duly delivered (or, if a Party disputes the nature or amount of the liabilities described in the Holdback Notice, within two (2) Business Days after such dispute is resolved), which joint written instruction shall direct the Escrow Agent to release Holdback Funds in an amount equal to such Holdback Liabilities to an account designated by Buyer or such Buyer Related Party;. (b) after On or prior to the occurrence second anniversary of the Sellers’ administrative claims bar date (the “Administrative Claims Bar Closing Date”), within five (5) Business Days following the Buyer’s receipt from Sellers (or Wind Down Co.) of an analysis (with supporting material) of the then-outstanding claims asserted against any Seller, any Seller Related Party or Wind Down Co. with respect to any Specified Tax Liabilities (such claims, including any such similar claims asserted against Buyer or a Buyer Related Party (including, following the Closing, Reorganized RentPath), the “Specified Tax Liabilities Claims”), the Sellers and the Buyer shall deliver a joint written instruction to the Escrow Agent instructing the cause Escrow Agent to release deliver to Wind Down Co. Seller by wire transfer of immediately available funds to the difference between account designated in writing by Seller, the remaining amounts constituting the Indemnity Holdback Amount (together with any interest earned thereon) less (i) $5,000,000 minus any adjustments payable to Buyer under Section 3.03 and (ii) the Specified Tax Liabilities Claims, which resulting number, if negative, shall be deemed to be zero; the amount of all pending claims properly made by Buyer Indemnified Parties pursuant to Section 9.02, and Section 9.04(b) and the Holdback Funds not so released are referred to herein, collectively, as the “Remaining Holdback”; andIndemnification/Termination Escrow Agreement. (c) on On or prior to the first (1st) Business Day following second anniversary of the date that is twelve (12) months after the Administrative Claims Bar Closing Date, any amounts remaining in Buyer shall cause Escrow Agent to deliver to Seller by wire transfer of immediately available funds to the Remaining Holdback shall be released to an account designated in writing by Wind Down Co.Seller, provided that the amount remaining amounts constituting the Termination Holdback Amount less any Termination Fees due Buyer, which have not been paid by the applicable lessee of the Remaining Holdback equal a Managed Property or by MR Holdings or Mission Residential Holdings, LLC pursuant to the amount of any then-outstanding claims with respect to (x) the Specified Tax Liabilities Claims and (y) any other Holdback Liabilities that are then-outstanding against the Buyer or a Buyer Related Party (including, following the Closing, Reorganized RentPath), if any, shall be held until, and promptly released to Wind Down Co. or Buyer or such Buyer Related Party following, resolution of such Specified Tax Liabilities Claims or claims with respect to such Holdback Liabilities (as applicable)Guarantee.

Holdback Escrow. At the Closing, the Buyer Seller hereby --------------- agrees that Escrow Holder shall deposit (or cause to be deposited) holdback from Seller's proceeds an amount ("Holdback Amount") equal to Two Million Five Hundred Thousand Dollars ($2,500,000), which Holdback Amount shall be held in an interest bearing escrow account ("Post-Closing Escrow") during the Survival Period. Upon the expiration of the Survival Period, provided written notice has not been given to Escrow Holder of a claim in connection with this Agreement or of the commencement of a legal action relating to such claim by Buyer, Escrow Holder shall promptly release the Holdback Amount to Seller. If however, any such claim has been brought, the Holdback Amount shall remain with Escrow Holder until such time as all such claims have been resolved; and the Holdback Amount, or portions thereof, shall be paid as directed by Seller and Buyer or a final, non-appealable court order and Escrow Holder shall make demand for payment of any letter of credit substituted for cash as the Holdback Amount in order to make such payment. The parties hereby agree that Seller may elect, at any time during the Survival Period, to substitute a letter of credit payable in multiple drafts at a bank or branch located in Chicago, Illinois, having a term of at least one year, payable only on condition that Escrow Agent sends a sight draft, the form and issuer of which letter of credit shall be reasonably acceptable to Buyer. Unless and until the letter of credit is released to Seller in accordance with this Section 10.17, if the letter of credit has not been renewed or replaced by a substitute letter of credit satisfying the requirements of this Section 10.17 at least sixty (60) days prior to its stated expiration, the Escrow Agent to shall immediately demand full payment of the letter of credit, and the proceeds thereof then shall be held pursuant to the terms of the Holdback Escrow Agreement (the “Holdback Escrow”). Such amount delivered to the Escrow Agent, together with any investment proceeds thereon, and subject to any reduction for distributions made pursuant to the terms of the Holdback Escrow Agreement, are referred to herein, collectively, as the “Holdback Funds”. If the Buyer or a Buyer Related Party (including, following the Closing, Reorganized RentPath) suffers, sustains or incurs any Holdback Liabilities, it shall promptly provide reasonably detailed written evidence of such Holdback Liabilities to the other Parties (a “Holdback Notice”). The Holdback Funds shall be distributed as follows: (a) following the Closing, if the Buyer or a Buyer Related Party (including, following the Closing, Reorganized RentPath) suffers, sustains or incurs any Holdback Liabilities, the Sellers and the Buyer shall deliver a joint written instruction to the Escrow Agent within two (2) Business Days after a Holdback Notice is duly delivered (or, if a Party disputes the nature or amount of the liabilities described in the Holdback Notice, within two (2) Business Days after such dispute is resolved), which joint written instruction shall direct the Escrow Agent to release Holdback Funds in an amount equal to such Holdback Liabilities to an account designated by Buyer or such Buyer Related Party; (b) after the occurrence of the Sellers’ administrative claims bar date (the “Administrative Claims Bar Date”), within five (5) Business Days following the Buyer’s receipt from Sellers (or Wind Down Co.) of an analysis (with supporting material) of the then-outstanding claims asserted against any Seller, any Seller Related Party or Wind Down Co. with respect to any Specified Tax Liabilities (such claims, including any such similar claims asserted against Buyer or a Buyer Related Party (including, following the Closing, Reorganized RentPath), the “Specified Tax Liabilities Claims”), the Sellers and the Buyer shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to release to Wind Down Co. the difference between (i) $5,000,000 minus (ii) the Specified Tax Liabilities Claims, which resulting number, if negative, shall be deemed to be zero; the amount of the Holdback Funds not so released are referred to herein, collectively, as the “Remaining Holdback”; and (c) on the first (1st) Business Day following the date that is twelve (12) months after the Administrative Claims Bar Date, any amounts remaining in the Remaining Holdback shall be released to an account designated by Wind Down Co., provided that the amount of the Remaining Holdback equal to the amount of any then-outstanding claims with respect to (x) the Specified Tax Liabilities Claims and (y) any other Holdback Liabilities that are then-outstanding against the Buyer or a Buyer Related Party (including, following the Closing, Reorganized RentPath), if any, shall be held until, and promptly released to Wind Down Co. or Buyer or such Buyer Related Party following, resolution of such Specified Tax Liabilities Claims or claims with respect to such Holdback Liabilities (as applicable)this Section 10.

Holdback Escrow. At the Closing, the Buyer shall deposit withhold One Million Dollars $1,000,000 from the Purchase Price as a fund from which all or a portion of Seller's indemnification obligations under this SECTION 12 and the Leases may be satisfied, by paying such funds into Escrow (or cause to be deposited"HOLDBACK AMOUNT") an amount equal to the Holdback Amount with the Escrow Agent to be held pursuant to the terms of the Holdback Escrow Agreement (and to be distributed in accordance with the “Holdback Escrow”)notice and claim submission procedures contained in the Escrow Agreement. Such amount delivered In the event Buyer is entitled to indemnity from Seller under this Agreement or the Leases, without prejudice to the Escrow Agentrights of Buyer to seek any recovery from and against Seller, together with Buyer shall be entitled to recover all or any investment proceeds thereon, and subject to any reduction for distributions made pursuant portion of such claimed amount to the terms extent of the Holdback Escrow AgreementAmount held in the Escrow; provided, are referred to hereinhowever, collectively, as that Buyer shall first make a claim against the “Holdback Funds”. If the Buyer or a Buyer Related Party (including, following the Closing, Reorganized RentPath) suffers, sustains or incurs any Holdback Liabilities, it shall promptly provide reasonably detailed written evidence of such Holdback Liabilities to the other Parties (a “Holdback Notice”Amount before exercising its rights under SECTION 12.6 OR SECTION 12.8(C). The Holdback Funds shall be distributed as follows: (a) following the Closing, if the Buyer or a Buyer Related Party (including, following the Closing, Reorganized RentPath) suffers, sustains or incurs any Holdback Liabilities, the Sellers and the Buyer shall deliver a joint written instruction to Claims under the Escrow Agent within two (2) Business Days after a Holdback Notice is duly delivered (or, if a Party disputes the nature or amount of the liabilities described in the Holdback Notice, within two (2) Business Days after such dispute is resolved), which joint written instruction shall direct the Escrow Agent to release Holdback Funds in an amount equal to such Holdback Liabilities to an account designated by Buyer or such Buyer Related Party; (b) after the occurrence of the Sellers’ administrative claims bar date (the “Administrative Claims Bar Date”), within five (5) Business Days following the Buyer’s receipt bear interest from Sellers (or Wind Down Co.) of an analysis (with supporting material) of the then-outstanding claims asserted against any Seller, any Seller Related Party or Wind Down Co. with respect to any Specified Tax Liabilities (such claims, including any such similar claims asserted against Buyer or a Buyer Related Party (including, following the Closing, Reorganized RentPath), the “Specified Tax Liabilities Claims”), the Sellers and the Buyer shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to release to Wind Down Co. the difference between (i) $5,000,000 minus (ii) the Specified Tax Liabilities Claims, which resulting number, if negative, shall be deemed to be zero; the amount of the Holdback Funds not so released are referred to herein, collectively, as the “Remaining Holdback”; and (c) on the first (1st) Business Day following the date that on which the claim is twelve (12) months after asserted until paid at the Administrative Claims Bar Date, any amounts remaining in the Remaining Holdback shall be released to an account designated by Wind Down Co., provided that the amount rate of the Remaining Holdback equal to the amount of any then-outstanding claims with respect to (x) the Specified Tax Liabilities Claims and (y) any other Holdback Liabilities that are then-outstanding against the Buyer or a Buyer Related Party (including, following the Closing, Reorganized RentPath)interest, if any, earned on funds held in the Escrow. Except as provided in the preceding sentence, all interest earned on the Holdback Amount shall be held untilpayable to Seller. Provided that there has not been any claim made by Buyer against the Holdback Amount (or if such claim has been made, and promptly released it has been satisfactorily resolved between the parties), the Holdback Amount (or the balance thereof remaining after deducting payments made to Wind Down Co. or Buyer or such Buyer Related Party following, resolution from the Holdback Amount) shall be paid to Seller on the first anniversary of such Specified Tax Liabilities Claims or claims with respect to such Holdback Liabilities (as applicable)the Closing.