Common use of Payment of Amount or Expense Clause in Contracts

Payment of Amount or Expense. (a) In the event that Eagles or the Company is obligated to pay the other the Break-up Fee pursuant to Section 8.2(b) (the “Termination Amount”), Eagles or the Company (the “Payor”) shall pay to the other party (the “Payee”) from the applicable Termination Amount deposited into escrow in accordance with the next sentence, an amount equal to the lesser of (i) the Termination Amount and (ii) the sum of (A) the maximum amount that can be paid to the Payee without causing the Payee to fail to meet the requirements of Code Sections 856(c)(2) and (3) determined as if the payment of such amount did not constitute income described in Code Sections 856(c)(2)(H) or Code 856(c)(3)(I) (“Qualifying Income”), as determined by the Payee’s independent certified public accountants, plus (B) in the event the Payee receives either (1) a letter from the Payee’s counsel indicating that the Payee has received a ruling from the IRS described in Section 8.4(b)(ii) or (2) an opinion from the Payee’s outside counsel as described in Section 8.4(b)(ii), an amount equal to the Termination Amount less the amount payable under clause (A) above. To secure the Payor’s obligation to pay these amounts, the Payor shall deposit into escrow an amount in cash equal to the Termination Amount with an escrow agent selected by the Payor and on such terms (subject to Section 8.3(b)) as shall be mutually agreed upon by Eagles, the Company and the escrow agent. The payment or deposit into escrow of the Termination Amount pursuant to this Section 8.3(a) shall be made at the time the Payor is obligated to pay the Payee the such amount pursuant to Section 8.3 or Section 8.2(b), as applicable, by wire transfer or bank check. (b) The escrow agreement shall provide that the Termination Amount in escrow or any portion thereof shall not be released to the Payee unless the escrow agent receives any of the following: (i) a letter from the Payee’s independent certified public accountants indicating the maximum amount that can be paid by the escrow agent to the Payee without causing the Payee to fail to meet the requirements of Code Sections 856(c)(2) and (3) determined as if the payment of such amount did not constitute Qualifying Income or a subsequent letter from the Payee’s accountants revising that amount, in which case the escrow agent shall release such amount to the Payee, or (ii) a letter from the Payee’s counsel indicating that the Payee received a ruling from the IRS holding that the receipt by the Payee of the Termination Amount would either constitute Qualifying Income or would be excluded from gross income within the meaning of Code Sections 856(c)(2) and (3) (or alternatively, the Payee’s outside counsel has rendered a legal opinion to the effect that the receipt by the Payee of the Termination Amount would either constitute Qualifying Income or would be excluded from gross income within the meaning of Code Sections 856(c)(2) and (3)), in which case the escrow agent shall release the remainder of the Termination Amount to the Payee. The Payor agrees to amend this Section 8.4 at the request of the Payee in order to (A) maximize the portion of the Termination Amount that may be distributed to the Payee hereunder without causing the Payee to fail to meet the requirements of Code Sections 856(c)(2) and (3), (B) improve the Payee’s chances of securing a favorable ruling described in this Section 8.3(b), or (C) assist the Company in obtaining a favorable legal opinion from its outside counsel as described in this Section 8.4(b). The escrow agreement shall also provide that any portion of the Termination Amount held in escrow for five years shall be released by the escrow agent to the Payor. The Payor shall not be a party to such escrow agreement and shall not bear any cost of or have liability resulting from the escrow agreement. (c) For the avoidance of doubt, the escrow provisions of clauses (a) and (b) of this Section 8.4 shall only apply at the election of the relevant Payee, such election to be made in its absolute discretion.

Payment of Amount or Expense. (a) In the event that Eagles or one Party (the Company “Fee Payor”) is obligated to pay the other the Break-up Fee pursuant to Section 8.2(b) another Party (the “Termination Fee Payee”) the expenses set forth in Section 9.3 (collectively, the “Section 9.3 Amount”), Eagles or the Company (the “Payor”) Fee Payor shall pay to the other party (the “Payee”) Fee Payee from the applicable Termination Section 9.3 Amount deposited into escrow in accordance with the next sentence, an amount equal to the lesser of (i) the Termination Section 9.3 Amount and (ii) the sum of (A1) the maximum amount that can be paid to the Fee Payee without causing the Fee Payee to fail to meet the requirements of Code Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute income described in Code Sections 856(c)(2)(H856(c)(2)(A) through (H) or 856(c)(3)(A) through (I) of the Code 856(c)(3)(I) (“Qualifying Income”), as determined by the PayeeCompany’s independent certified public accountants, plus (B2) in the event the Fee Payee receives either (1X) a letter from the Fee Payee’s counsel indicating that the Fee Payee has received a ruling from the IRS described in Section 8.4(b)(ii9.4(b)(ii) or (2B) an opinion from the Fee Payee’s outside counsel as described in Section 8.4(b)(ii9.4(b)(ii), an amount equal to the Termination Section 9.3 Amount less the amount payable under clause (A1) above. To secure the Fee Payor’s obligation to pay these amounts, the Fee Payor shall deposit into escrow an amount in cash equal to the Termination Section 9.3 Amount with an escrow agent selected by the Fee Payor and on such terms (subject to Section 8.3(b9.4(b)) as shall be mutually agreed upon by Eaglesthe Company, the Company Parent and the escrow agent. The payment or deposit into escrow of the Termination Section 9.3 Amount pursuant to this Section 8.3(a9.4(a) shall be made at the time the Fee Payor is obligated to pay the Fee Payee the such amount pursuant to Section 8.3 9.2(b), Section 9.2(c) or Section 8.2(b)9.3, as applicable, by wire transfer or bank check. (b) The escrow agreement shall provide that the Termination Section 9.3 Amount in escrow or any portion thereof shall not be released to the Fee Payee unless the escrow agent receives any one or combination of the following: (i) a letter from the Fee Payee’s independent certified public accountants indicating the maximum amount that can be paid by the escrow agent to the Fee Payee without causing the Fee Payee to fail to meet the requirements of Code Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute Qualifying Income or a subsequent letter from the Fee Payee’s accountants revising that amount, in which case the escrow agent shall release such amount to the Fee Payee, or (ii) a letter from the Fee Payee’s counsel indicating that the Fee Payee received a ruling from the IRS holding that the receipt by the Fee Payee of the Termination Section 9.3 Amount should either constitute Qualifying Income or should be excluded from gross income within the meaning of Sections 856(c)(2) and (3) of the Code (or alternatively, indicating that the Fee Payee’s outside counsel has rendered a legal opinion to the effect that the receipt by the Fee Payee of the Section 9.3 Amount would either constitute Qualifying Income or would be excluded from gross income within the meaning of Code Sections 856(c)(2) and (3) (or alternatively, the Payee’s outside counsel has rendered a legal opinion to the effect that the receipt by the Payee of the Termination Amount would either constitute Qualifying Income or would be excluded from gross income within the meaning of Code Sections 856(c)(2) and (3)Code), in which case the escrow agent shall release the remainder of the Termination Section 9.3 Amount to the Fee Payee. The Fee Payor agrees to amend this Section 8.4 9.4(b) at the request of the Fee Payee in order to (Ax) maximize the portion of the Termination Section 9.3 Amount that may be distributed to the Fee Payee hereunder without causing the Fee Payee to fail to meet the requirements of Code Sections 856(c)(2) and (3)) of the Code, (By) improve the Fee Payee’s chances of securing a favorable ruling described in this Section 8.3(b), 9.4(b) or (Cz) assist the Company Fee Payee in obtaining a favorable legal opinion from its outside counsel as described in this Section 8.4(b9.4(b). The escrow agreement shall also provide that any portion of the Termination Section 9.3 Amount held in escrow for five years shall be released by the escrow agent to the Fee Payor. The Fee Payor shall not be a party to such escrow agreement and shall not bear any cost of or have liability resulting from the escrow agreement. (c) For the avoidance of doubt, the escrow provisions of clauses (a) and (b) of this Section 8.4 shall only apply at the election of the relevant Payee, such election to be made in its absolute discretion.

Payment of Amount or Expense. (a) In the event that Eagles or the Company is obligated to pay Parent the other Company Termination Fee, plus any costs and expenses (including reasonable attorney’s fees and disbursements) that shall be paid by the BreakCompany to Parent in connection with a lawsuit commenced by Parent which results in a final, non-up appealable judgment against the Company for the Company Termination Fee pursuant or any portion thereof, then the Company shall pay Parent its costs and expenses (in connection with such suit, together with interest on the Company Termination Fee at the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to Section 8.2(bbe made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) (the “Termination AmountRecovery Costs”), Eagles or the . The Company (the “Payor”) shall pay to the other party (the “Payee”) Parent from the applicable Company Termination Amount Fee, plus the Recovery Costs deposited into escrow in accordance with the next sentence, an amount equal to the lesser of (i) the Company Termination Amount Fee, plus the Company Recovery Costs and (ii) the sum of (A1) the maximum amount that can be paid to the Payee Parent without causing the Payee Parent to fail to meet the requirements of Code Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute income described in Code Sections 856(c)(2)(H) or Code 856(c)(3)(I) (“Qualifying Disqualifying Income”), as determined by the PayeeParent’s independent certified public accountants, plus (B2) in the event the Payee Parent receives either (1X) a letter from the PayeeParent’s counsel indicating that the Payee Parent has received a ruling from the IRS described in Section 8.4(b)(ii) or (2B) an opinion from the PayeeParent’s outside counsel as described in Section 8.4(b)(ii), an amount equal to the Company Termination Amount Fee, plus the Recovery Costs less the amount payable under clause (A1) above. To secure the PayorCompany’s obligation to pay these amounts, the Payor Company shall deposit into escrow an amount in cash equal to the Company Termination Amount Fee, plus the Recovery Costs with an escrow agent selected by the Payor Company and on such terms (subject to Section 8.3(b8.4(d)) as shall be mutually agreed upon by Eaglesthe Company, the Company Parent and the escrow agent. The payment or deposit into escrow of the Company Termination Amount Fee, plus the Recovery Costs pursuant to this Section 8.3(a8.4(c) shall be made at the time the Payor Company is obligated to pay the Payee the Parent such amount pursuant to Section 8.3 or Section 8.2(b), as applicable, by wire transfer or bank checktransfer. (b) The escrow agreement shall provide that the Company Termination Amount Fee, plus the Recovery Costs in escrow or any portion thereof shall not be released to the Payee Parent unless the escrow agent receives any one or combination of the following: (i) a letter from the PayeeParent’s independent certified public accountants indicating the maximum amount that can be paid by the escrow agent to the Payee Parent without causing the Payee Parent to fail to meet the requirements of Code Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute income described in Sections 856(c)(2)(A) through (H) or 856(c)(3)(A) through (I) of the Code (“Qualifying Income Income”) or a subsequent letter from the PayeeParent’s accountants revising that amount, in which case the escrow agent shall release such amount to the PayeeParent, or (ii) a letter from the PayeeParent’s counsel indicating that the Payee Parent received a ruling from the IRS holding that the receipt by the Payee Parent of the Company Termination Amount would Fee plus the Recovery Costs should either constitute Qualifying Income or would should be excluded from gross income within the meaning of Code Sections 856(c)(2) and (3) (or alternatively, the Payee’s outside counsel has rendered a legal opinion to the effect that the receipt by the Payee of the Termination Amount would either constitute Qualifying Income or would be excluded from gross income within the meaning of Code Sections 856(c)(2) and (3)), in which case the escrow agent shall release the remainder of the Termination Amount to the Payee. The Payor agrees to amend this Section 8.4 at the request of the Payee in order to (A) maximize the portion of the Termination Amount that may be distributed to the Payee hereunder without causing the Payee to fail to meet the requirements of Code Sections 856(c)(2) and (3), (B) improve the Payee’s chances of securing a favorable ruling described in this Section 8.3(b), or (C) assist the Company in obtaining a favorable legal opinion from its outside counsel as described in this Section 8.4(b). The escrow agreement shall also provide that any portion of the Termination Amount held in escrow for five years shall be released by the escrow agent to the Payor. The Payor shall not be a party to such escrow agreement and shall not bear any cost of or have liability resulting from the escrow agreement. (c) For the avoidance of doubt, the escrow provisions of clauses (a) and (b) of this Section 8.4 shall only apply at the election of the relevant Payee, such election to be made in its absolute discretion.and

Payment of Amount or Expense. (a) In the event that Eagles or the Company is obligated to pay Parent the other Company Termination Fee, plus any costs and expenses (including reasonable attorney’s fees and disbursements) that shall be paid by the BreakCompany to Parent in connection with a lawsuit commenced by Parent which results in a final, non-up appealable judgment against the Company for the Company Termination Fee pursuant or any portion thereof, then the Company shall pay Parent its costs and expenses (in connection with such suit, together with interest on the Company Termination Fee at the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to Section 8.2(bbe made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) (the “Termination AmountRecovery Costs”), Eagles or the . The Company (the “Payor”) shall pay to the other party (the “Payee”) Parent from the applicable Company Termination Amount Fee, plus the Recovery Costs deposited into escrow in accordance with the next sentence, an amount equal to the lesser of (i) the Company Termination Amount Fee, plus the Company Recovery Costs and (ii) the sum of (A1) the maximum amount that can be paid to the Payee Parent without causing the Payee Parent to fail to meet the requirements of Code Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute income described in Code Sections 856(c)(2)(H) or Code 856(c)(3)(I) (“Qualifying Disqualifying Income”), as determined by the PayeeParent’s independent certified public accountants, plus (B2) in the event the Payee Parent receives either (1X) a letter from the PayeeParent’s counsel indicating that the Payee Parent has received a ruling from the IRS described in Section 8.4(b)(ii) or (2B) an opinion from the PayeeParent’s outside counsel as described in Section 8.4(b)(ii), an amount equal to the Company Termination Amount Fee, plus the Recovery Costs less the amount payable under clause (A1) above. To secure the PayorCompany’s obligation to pay these amounts, the Payor Company shall deposit into escrow an amount in cash equal to the Company Termination Amount Fee, plus the Recovery Costs with an escrow agent selected by the Payor Company and on such terms (subject to Section 8.3(b8.4(d)) as shall be mutually agreed upon by Eaglesthe Company, the Company Parent and the escrow agent. The payment or deposit into escrow of the Company Termination Amount Fee, plus the Recovery Costs pursuant to this Section 8.3(a8.4(c) shall be made at the time the Payor Company is obligated to pay the Payee the Parent such amount pursuant to Section 8.3 or Section 8.2(b), as applicable, by wire transfer or bank checktransfer. (b) The escrow agreement shall provide that the Company Termination Amount Fee, plus the Recovery Costs in escrow or any portion thereof shall not be released to the Payee Parent unless the escrow agent receives any one or combination of the following: (i) a letter from the PayeeParent’s independent certified public accountants indicating the maximum amount that can be paid by the escrow agent to the Payee Parent without causing the Payee Parent to fail to meet the requirements of Code Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute income described in Sections 856(c)(2)(A) through (H) or 856(c)(3)(A) through (I) of the Code (“Qualifying Income Income”) or a subsequent letter from the PayeeParent’s accountants revising that amount, in which case the escrow agent shall release such amount to the PayeeParent, or (ii) a letter from the PayeeParent’s counsel indicating that the Payee Parent received a ruling from the IRS holding that the receipt by the Payee Parent of the Company Termination Amount would Fee plus the Recovery Costs should either constitute Qualifying Income or would should be excluded from gross income within the meaning of Code Sections 856(c)(2) and (3) of the Code (or alternatively, the Payeeindicating that Parent’s outside counsel has rendered a legal opinion to the effect that the receipt by the Payee Parent of the Company Termination Amount would Fee, plus the Recovery Costs should either constitute Qualifying Income or would should be excluded from gross income within the meaning of Code Sections 856(c)(2) and (3)) of the Code), in which case the escrow agent shall release the remainder of the Company Termination Amount Fee, plus the Recovery Costs to the PayeeParent. The Payor Company agrees to amend this Section 8.4 at the request of the Payee Parent in order to (Ax) maximize the portion of the Company Termination Amount Fee, plus the Recovery Costs that may be distributed to the Payee Parent hereunder without causing the Payee Parent to fail to meet the requirements of Code Sections 856(c)(2) and (3)) of the Code, (By) improve the PayeeParent’s chances of securing a favorable ruling described in this Section 8.3(b), 8.4(b) or (Cz) assist the Company Parent in obtaining a favorable legal opinion from its outside counsel as described in this Section 8.4(b). The escrow agreement shall also provide that any portion of the Company Termination Amount Fee, plus the Recovery Costs held in escrow for five years shall be released by the escrow agent to the PayorCompany. The Payor Company shall not be a party to such escrow agreement and shall not bear any cost of or have liability resulting from the escrow agreement. (c) For the avoidance of doubt, the escrow provisions of clauses (a) and (b) of this Section 8.4 shall only apply at the election of the relevant Payee, such election to be made in its absolute discretion.

Payment of Amount or Expense. (a) In the event that Eagles AMLI (and AMLI LP if applicable) are obligated to pay to Purchaser the Break-Up Fee or the Company Purchaser Break-Up Expenses pursuant to Section 7.2(b) or Purchaser is obligated to pay to AMLI and AMLI LP the other the AMLI Break-up Fee Up Expenses pursuant to Section 8.2(b7.2(c) (collectively, the “Termination Break-Up Amount”), Eagles AMLI (and AMLI LP if applicable) or the Company Purchaser, as applicable (the “Payor”) ), shall pay to the other party (the “Payee”) from the applicable Termination Break-Up Amount deposited into escrow escrow, if any, in accordance with the next sentence, an amount equal to the lesser of (i) the Termination Break-Up Amount and (ii) the sum of (A1) the maximum amount that can be paid to the Payee without causing the Payee to fail to meet the requirements of Code Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute income described in Code Sections 856(c)(2)(H) or Code 856(c)(3)(I) of the Code (“Qualifying Income”), as determined by the Payee’s independent certified public accountants, plus (B2) in the event the Payee receives either (1A) a letter from the Payee’s counsel indicating that the Payee has received a ruling from the IRS described in Section 8.4(b)(ii7.6(b)(ii) or (2B) an opinion from the Payee’s outside counsel as described in Section 8.4(b)(ii7.6(b)(ii), an amount equal to the Termination Break-Up Amount less the amount payable under clause (A1) above. To secure the Payor’s obligation to pay these amounts, the Payor shall deposit into escrow an amount in cash equal to the Termination Break-Up Amount with an escrow agent selected by the Payor and on such customary terms (subject to Section 8.3(b7.6(b)) as shall be mutually agreed upon by Eaglesreasonably acceptable to each of AMLI, the Company Purchaser and the escrow agent, provided that in the case where the Payor is AMLI and the Payee is Purchaser, the payment or deposit into escrow shall be at Purchaser’s option. The payment or deposit into escrow of the Termination Break-Up Amount pursuant to this Section 8.3(a7.6(a) shall be made at the time the Payor is obligated to pay the Payee the such amount pursuant to Section 8.3 7.2(b) or Section 8.2(b7.2(c), as applicable, by wire transfer or bank checkof immediately available funds. (b) The escrow agreement shall provide that the Termination Break-Up Amount in escrow or any portion thereof shall not be released to the Payee unless the escrow agent receives any one or combination of the following: (i) a letter from the Payee’s independent certified public accountants indicating the maximum amount that can be paid by the escrow agent to the Payee without causing the Payee to fail to meet the requirements of Code Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute Qualifying Income or a subsequent letter from the Payee’s accountants revising that amount, in which case the escrow agent shall release such amount to the Payee, or (ii) a letter from the Payee’s counsel indicating that the Payee received a ruling from the IRS holding that the receipt by the Payee of the Termination BreakUp Amount would either constitute Qualifying Income or would be excluded from gross income within the meaning of Code Sections 856(c)(2) and (3) of the Code (or alternatively, the Payee’s outside counsel has rendered a legal opinion to the effect that the receipt by the Payee of the Termination Break-Up Amount would either constitute Qualifying Income or would be excluded from gross income within the meaning of Code Sections 856(c)(2) and (3)) of the Code), in which case the escrow agent shall release the remainder of the Termination Break-Up Amount to the Payee. The Payor agrees to amend this Section 8.4 7.6 at the reasonable request of the Payee in order to (Ax) maximize the portion of the Termination Break-Up Amount that may be distributed to the Payee hereunder without causing the Payee to fail to meet the requirements of Code Sections 856(c)(2) and (3)) of the Code, (By) improve the Payee’s chances of securing a favorable ruling described in this Section 8.3(b), 7.6(b) or (Cz) assist the Company Payee in obtaining a favorable legal opinion from its outside counsel as described in this Section 8.4(b7.6(b). The escrow agreement shall also provide that any portion of the Termination Break-Up Amount held in escrow for five years shall be released by the escrow agent to the Payor. The Payor shall not be a party to such escrow agreement and shall not bear any cost of or have liability resulting from the escrow agreement. (c) For the avoidance of doubt, the escrow provisions of clauses (a) and (b) of this Section 8.4 shall only apply at the election of the relevant Payee, such election to be made in its absolute discretion.

Payment of Amount or Expense. (a) In the event that Eagles or the Company Parent is obligated to pay the other the Break-up Parent Termination Fee pursuant to Section 8.2(b7.3(c) (the “Termination Section 7.3 Amount”), Eagles or the Company (the “Payor”) Parent shall pay to the other party (the “Payee”) Company from the applicable Termination Section 7.3 Amount deposited into escrow escrow, if any, in accordance with the next sentence, an amount equal to the lesser of (iA) the Termination Section 7.3 Amount and (iiB) the sum of (A1) the maximum amount that can be paid to the Payee Company without causing the Payee Company to fail to meet the requirements of Code Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute income described in Code Sections 856(c)(2)(H856(c)(2) or 856(c)(3) of the Code 856(c)(3)(I) (“Qualifying Income”), as determined by the PayeeCompany’s independent certified public accountants, plus (B2) in the event the Payee Company receives either (1X) a letter from the PayeeCompany’s counsel indicating that the Payee Company has received a ruling from the IRS described in Section 8.4(b)(ii7.4(b)(ii) or (2Y) an opinion from the PayeeCompany’s outside counsel as described in Section 8.4(b)(ii7.4(b)(ii), an amount equal to the Termination Section 7.3 Amount less the amount payable under clause (A1) above. To secure the PayorParent’s obligation to pay these amounts, the Payor Parent shall deposit into escrow an amount in cash equal to the Termination Section 7.3 Amount with an escrow agent selected by the Payor Company and on such terms (subject to Section 8.3(b7.4(b)) as shall be mutually agreed upon by Eaglesthe Company, the Company Parent and the escrow agentagent as reflected in an escrow agreement among such parties, provided that the payment or deposit into escrow shall be at the Company’s option. The payment or deposit into escrow of the Termination Section 7.3 Amount pursuant to this Section 8.3(a7.4(a) shall be made at the time the Payor Parent is obligated to pay the Payee the Company such amount pursuant to Section 8.3 or Section 8.2(b), as applicable, 7.3(c) by wire transfer or bank checkof same day funds. (b) The escrow agreement shall provide that the Termination Section 7.3 Amount in escrow or any portion thereof shall not be released to the Payee Company unless the escrow agent receives any one or combination of the following: (i) a letter from the PayeeCompany’s independent certified public accountants indicating the maximum amount that can be paid by the escrow agent to the Payee Company without causing the Payee Company to fail to meet the requirements of Code Sections 856(c)(2) and (3) of the Code in such year determined as if the payment of such amount did not constitute Qualifying Income or a subsequent letter from the PayeeCompany’s accountants revising that amount, in which case the escrow agent shall release such amount to the PayeeCompany, or (ii) a letter from the PayeeCompany’s counsel indicating that the Payee Company received a ruling from the IRS holding that the receipt by the Payee Company of the Termination Section 7.3 Amount would either constitute Qualifying Income or would be excluded from gross income within the meaning of Code Sections 856(c)(2) and (3) of the Code (or alternatively, the PayeeCompany’s outside counsel has rendered a legal opinion to the effect that the receipt by the Payee Company of the Termination Section 7.3 Amount would either constitute Qualifying Income or would be excluded from gross income within the meaning of Code Sections 856(c)(2) and (3)) of the Code), in which case the escrow agent shall release the remainder of the Termination Section 7.3 Amount to the PayeeCompany. The Payor Parent agrees to amend this Section 8.4 7.4 at the reasonable request of the Payee Company in order to (Ax) maximize the portion of the Termination Section 7.3 Amount that may be distributed to the Payee Company hereunder without causing the Payee Company to fail to meet the requirements of Code Sections 856(c)(2) and (3)) of the Code, (By) improve the PayeeCompany’s chances of securing a favorable ruling described in this Section 8.3(b), 7.4(b) or (Cz) assist the Company in obtaining a favorable legal opinion from its outside counsel as described in this Section 8.4(b). The escrow agreement shall also provide that any portion of the Termination Amount held in escrow for five years shall be released by the escrow agent to the Payor. The Payor shall not be a party to such escrow agreement and shall not bear any cost of or have liability resulting from the escrow agreement. (c) For the avoidance of doubt, the escrow provisions of clauses (a) and (b) of this Section 8.4 shall only apply at the election of the relevant Payee, such election to be made in its absolute discretion.assist

Payment of Amount or Expense. (a) In the event that Eagles the Company is obligated to pay Parent the Break-Up Fee pursuant to Section 8.2(b) or the Company or Parent is obligated to pay the other the Break-up Fee pursuant to expenses set forth in Section 8.2(b) 8.3 (collectively, the "Section 8.2 Amount"), the Company or Parent (the “Termination Amount”), Eagles or the Company (the “"Payor”") shall pay to the other party (the “"Payee”") from the applicable Termination Section 8.2 Amount deposited into escrow escrow, if any, in accordance with the next sentence, an amount equal to the lesser of (i) the Termination Section 8.2 Amount and (ii) the sum of (A1) the maximum amount that can be paid to the Payee without causing the Payee to fail to meet the requirements of Code Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute income described in Code Sections 856(c)(2)(H) or Code 856(c)(3)(I) of the Code (“"Qualifying Income”"), as determined by the Payee’s 's independent certified public accountants, plus (B2) in the event the Payee receives either (1X) a letter from the Payee’s 's counsel indicating that the Payee has received a ruling from the IRS described in Section 8.4(b)(ii) or (2B) an opinion from the Payee’s 's outside counsel as described in Section 8.4(b)(ii), an amount equal to the Termination Section 8.2 Amount less the amount payable under clause (A1) above. To secure the Payor’s 's obligation to pay these amounts, the Payor shall deposit into escrow an amount in cash equal to the Termination Section 8.2 Amount with an escrow agent selected by the Payor and on such terms (subject to Section 8.3(b8.4(b)) as shall be mutually agreed upon by Eaglesthe Company, Parent and the escrow agent, provided that in the case where the Payor is the Company and the Payee is Parent, the payment or deposit into escrow agentshall be at Parent's option. The payment or deposit into escrow of the Termination Section 8.2 Amount pursuant to this Section 8.3(a8.4(a) shall be made at the time the Payor is obligated to pay the Payee the such amount pursuant to Section 8.3 or Section 8.2(b), as applicable, by wire transfer or bank check. (b) The escrow agreement shall provide that the Termination Section 8.2 Amount in escrow or any portion thereof shall not be released to the Payee unless the escrow agent receives any one or combination of the following: (i) a letter from the Payee’s 's independent certified public accountants indicating the maximum amount that can be paid by the escrow agent to the Payee without causing the Payee to fail to meet the requirements of Code Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute Qualifying Income or a subsequent letter from the Payee’s 's accountants revising that amount, in which case the escrow agent shall release such amount to the Payee, or (ii) a letter from the Payee’s 's counsel indicating that the Payee received a ruling from the IRS holding that the receipt by the Payee of the Termination Section 8.2 Amount would either constitute Qualifying Income or would be excluded from gross income within the meaning of Code Sections 856(c)(2) and (3) of the Code (or alternatively, the Payee’s 's outside counsel has rendered a legal opinion to the effect that the receipt by the Payee of the Termination Section 8.2 Amount would either constitute Qualifying Income or would be excluded from gross income within the meaning of Code Sections 856(c)(2) and (3)) of the Code), in which case the escrow agent shall release the remainder of the Termination Amount to the Payee. The Payor agrees to amend this Section 8.4 at the request of the Payee in order to (A) maximize the portion of the Termination Amount that may be distributed to the Payee hereunder without causing the Payee to fail to meet the requirements of Code Sections 856(c)(2) and (3), (B) improve the Payee’s chances of securing a favorable ruling described in this Section 8.3(b), or (C) assist the Company in obtaining a favorable legal opinion from its outside counsel as described in this Section 8.4(b). The escrow agreement shall also provide that any portion of the Termination Amount held in escrow for five years shall be released by the escrow agent to the Payor. The Payor shall not be a party to such escrow agreement and shall not bear any cost of or have liability resulting from the escrow agreement. (c) For the avoidance of doubt, the escrow provisions of clauses (a) and (b) of this Section 8.4 shall only apply at the election of the relevant Payee, such election to be made in its absolute discretion.8.2

Payment of Amount or Expense. (a) In the event that Eagles or the Company is obligated to pay the other Parent the Break-up Fee pursuant to Section 8.2(b) or the Company or Parent is obligated to pay the other the expenses set forth in Section 8.3 (collectively, the “Termination Section 8.2 Amount”), Eagles or the Company or Parent (the “Payor”) shall pay to the other party (the “Payee”) from the applicable Termination Section 8.2 Amount deposited into escrow in accordance with the next sentence, an amount equal to the lesser of (i) the Termination Section 8.2 Amount and (ii) the sum of (A1) the maximum amount that can be paid to the Payee without causing the Payee to fail to meet the requirements of Code Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute income described in Code Sections 856(c)(2)(H) or Code 856(c)(3)(I) of the Code (“Qualifying Income”), as determined by the Payee’s independent certified public accountants, plus (B2) in the event the Payee receives either (1X) a letter from the Payee’s counsel indicating that the Payee has received a ruling from the IRS described in Section 8.4(b)(ii) or (2B) an opinion from the Payee’s outside counsel as described in Section 8.4(b)(ii), an amount equal to the Termination Section 8.2 Amount less the amount payable under clause (A1) above. To secure the Payor’s obligation to pay these amounts, the Payor shall deposit into escrow an amount in cash equal to the Termination Section 8.2 Amount with an escrow agent selected by the Payor and on such terms (subject to Section 8.3(b)) as shall be mutually agreed upon by Eaglesthe Company, the Company Parent and the escrow agent. The payment or deposit into escrow of the Termination Section 8.2 Amount pursuant to this Section 8.3(a) shall be made at the time the Payor is obligated to pay the Payee the such amount pursuant to Section 8.3 or Section 8.2(b), as applicable, by wire transfer or bank check. (b) The escrow agreement shall provide that the Termination Section 8.2 Amount in escrow or any portion thereof shall not be released to the Payee unless the escrow agent receives any one or combination of the following: (i) a letter from the Payee’s independent certified public accountants indicating the maximum amount that can be paid by the escrow agent to the Payee without causing the Payee to fail to meet the requirements of Code Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute Qualifying Income or a subsequent letter from the Payee’s accountants revising that amount, in which case the escrow agent shall release such amount to the Payee, or (ii) a letter from the Payee’s counsel indicating that the Payee received a ruling from the IRS holding that the receipt by the Payee of the Termination Section 8.2 Amount would either constitute Qualifying Income or would be excluded from gross income within the meaning of Code Sections 856(c)(2) and (3) of the Code (or alternatively, the Payee’s outside counsel has rendered a legal opinion to the effect that the receipt by the Payee of the Termination Section 8.2 Amount would either constitute Qualifying Income or would be excluded from gross income within the meaning of Code Sections 856(c)(2) and (3)) of the Code), in which case the escrow agent shall release the remainder of the Termination Section 8.2 Amount to the Payee. The Payor agrees to amend this Section 8.4 at the request of the Payee in order to (Ax) maximize the portion of the Termination Section 8.2 Amount that may be distributed to the Payee hereunder without causing the Payee to fail to meet the requirements of Code Sections 856(c)(2) and (3)) of the Code, (By) improve the Payee’s chances of securing a favorable ruling described in this Section 8.3(b), ) or (Cz) assist the Company Parent in obtaining a favorable legal opinion from its outside counsel as described in this Section 8.4(b). The escrow agreement shall also provide that any portion of the Termination Section 8.2 Amount held in escrow for five years shall be released by the escrow agent to the Payor. The Payor shall not be a party to such escrow agreement and shall not bear any cost of or have liability resulting from the escrow agreement. (c) For the avoidance of doubt, the escrow provisions of clauses (a) and (b) of this Section 8.4 shall only apply at the election of the relevant Payee, such election to be made in its absolute discretion.

Payment of Amount or Expense. (a) In the event that Eagles the Company is obligated to pay Parent the Break-Up Fee pursuant to Section 8.2(b) or the Company or Parent is obligated to pay the other the Break-up Fee pursuant to expenses set forth in Section 8.2(b) 8.3 (collectively, the “Termination Section 8.2 Amount”), Eagles or the Company or Parent (the “Payor”) shall pay to the other party (the “Payee”) from the applicable Termination Section 8.2 Amount deposited into escrow escrow, if any, in accordance with the next sentence, an amount equal to the lesser of (i) the Termination Section 8.2 Amount and (ii) the sum of (A1) the maximum amount that can be paid to the Payee without causing the Payee to fail to meet the requirements of Code Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute income described in Code Sections 856(c)(2)(H) or Code 856(c)(3)(I) of the Code (“Qualifying Income”), as determined by the Payee’s independent certified public accountants, plus (B2) in the event the Payee receives either (1x) a letter from the Payee’s counsel indicating that the Payee has received a ruling from the IRS described in Section 8.4(b)(ii) or (2y) an opinion from the Payee’s outside counsel as described in Section 8.4(b)(ii), an amount equal to the Termination Section 8.2 Amount less the amount payable under clause (A1) above. To secure the Payor’s obligation to pay these amounts, the Payor shall deposit into escrow an amount in cash equal to the Termination Section 8.2 Amount with an escrow agent selected by the Payor and on such terms (subject to Section 8.3(b8.4(b)) as shall be mutually agreed upon by Eaglesthe Company, the Company Parent and the escrow agent. The payment or deposit into escrow of the Termination Section 8.2 Amount pursuant to this Section 8.3(a8.4(a) shall be made at the time the Payor is obligated to pay the Payee the such amount pursuant to Section 8.3 or Section 8.2(b), as applicable, by wire transfer or bank check. In the case of a payment otherwise required to be made to Parent, the term “Payee” as used in clause (ii) of the first sentence of this Section 8.4(a) or Section 8.4(b) shall include (where appropriate) any direct or indirect equity owner in Parent. (b) The escrow agreement shall provide that the Termination Section 8.2 Amount in escrow or any portion thereof shall not be released to the Payee unless the escrow agent receives any one or combination of the following: (i) a letter from the Payee’s independent certified public accountants indicating the maximum amount that can be paid by the escrow agent to the Payee without causing the Payee to fail to meet the requirements of Code Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute Qualifying Income or a subsequent letter from the Payee’s accountants revising that amount, in which case the escrow agent shall release such amount to the Payee, or (ii) a letter from the Payee’s counsel indicating that the Payee received a ruling from the IRS holding that the receipt by the Payee of the Termination Section 8.2 Amount would either constitute Qualifying Income or would be excluded from gross income within the meaning of Code Sections 856(c)(2) and (3) of the Code (or alternatively, the Payee’s outside counsel has rendered a legal opinion to the effect that the receipt by the Payee of the Termination Section 8.2 Amount would either constitute Qualifying Income or would be excluded from gross income within the meaning of Code Sections 856(c)(2) and (3)) of the Code), in which case the escrow agent shall release the remainder of the Termination Section 8.2 Amount to the Payee. The Payor agrees to amend this Section 8.4 at the reasonable request of the Payee in order to (Ax) maximize the portion of the Termination Section 8.2 Amount that may be distributed to the Payee hereunder without causing the Payee to fail to meet the requirements of Code Sections 856(c)(2) and (3)) of the Code, (By) improve the Payee’s chances of securing a favorable ruling described in this Section 8.3(b), 8.4(b) or (Cz) assist the Company Payee in obtaining a favorable legal opinion from its outside counsel as described in this Section 8.4(b). The escrow agreement shall also provide that any portion of the Termination Section 8.2 Amount held in escrow for five years shall be released by the escrow agent to the Payor. The Payor shall not be a party to such escrow agreement and shall not bear any cost of or have liability resulting from the escrow agreement. (c) For the avoidance of doubt, the escrow provisions of clauses (a) and (b) of this Section 8.4 shall only apply at the election of the relevant Payee, such election to be made in its absolute discretion.

Payment of Amount or Expense. (a) In the event that Eagles or the Company is Parent Entities are obligated to pay the other the Break-up Parent Termination Fee pursuant to Section 8.2(b) (the “Termination Amount”7.3(d), Eagles or the Company (the “Payor”) Parent Entities shall pay to the other party (the “Payee”) Company from the applicable Parent Termination Amount Fee deposited into escrow escrow, if any, in accordance with the next sentence, an amount equal to the lesser of (iA) the applicable Parent Termination Amount Fee and (iiB) the sum of (A1) the maximum amount that can be paid to the Payee Company without causing the Payee Company to fail to meet the requirements of Code Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute income described in Code Sections 856(c)(2)(H856(c)(2) or 856(c)(3) of the Code 856(c)(3)(I) (“"Qualifying Income”"), as determined by the Payee’s Company's independent certified public accountants, plus (B2) in the event the Payee Company receives either (1X) a letter from the Payee’s Company's counsel indicating that the Payee Company has received a ruling from the IRS described in Section 8.4(b)(ii7.4(b)(ii) or (2Y) an opinion from the Payee’s Company's outside counsel as described in Section 8.4(b)(ii7.4(b)(ii), an amount equal to the applicable Parent Termination Amount Fee less the amount payable under clause (A1) above. To secure the Payor’s Parent Entities' obligation to pay these amounts, the Payor Parent Entities shall deposit into escrow an amount in cash equal to the applicable Parent Termination Amount Fee with an escrow agent selected by the Payor Company and on such terms (subject to Section 8.3(b7.4(b)) as shall be mutually agreed upon by Eaglesthe Company, the Company Parent Entities and the escrow agentagent as reflected in an escrow agreement among such parties, provided that the payment or deposit into escrow shall be at the Company's option. The payment or deposit into escrow of the applicable Parent Termination Amount Fee pursuant to this Section 8.3(a7.4(a) shall be made at the time the Payor is Parent Entities are obligated to pay the Payee the Company such amount pursuant to Section 8.3 or Section 8.2(b), as applicable, 7.3(d) by wire transfer or bank checkof same day funds. (b) The escrow agreement shall provide that the applicable Parent Termination Amount Fee in escrow or any portion thereof shall not be released to the Payee Company unless the escrow agent receives any one or combination of the following: (i) a letter from the Payee’s Company's independent certified public accountants indicating the maximum amount that can be paid by the escrow agent to the Payee Company without causing the Payee Company to fail to meet the requirements of Code Sections 856(c)(2) and (3) of the Code in such year determined as if the payment of such amount did not constitute Qualifying Income or a subsequent letter from the Payee’s Company's accountants revising that amount, in which case the escrow agent shall release such amount to the PayeeCompany, or (ii) a letter from the Payee’s Company's counsel indicating that the Payee Company received a ruling from the IRS holding that the receipt by the Payee Company of the applicable Parent Termination Amount Fee would either constitute Qualifying Income or would be excluded from gross income within the meaning of Code Sections 856(c)(2) and (3) of the Code (or alternatively, the Payee’s Company's outside counsel has rendered a legal opinion to the effect that the receipt by the Payee Company of the applicable Parent Termination Amount Fee would either constitute Qualifying Income or would be excluded from gross income within the meaning of Code Sections 856(c)(2) and (3)) of the Code), in which case the escrow agent shall release the remainder of the applicable Parent Termination Amount Fee to the PayeeCompany. The Payor agrees Parent Entities agree to amend this Section 8.4 7.4 at the reasonable request of the Payee Company in order to (Ax) maximize the portion of the applicable Parent Termination Amount Fee that may be distributed to the Payee Company hereunder without causing the Payee Company to fail to meet the requirements of Code Sections 856(c)(2) and (3)) of the Code, (By) improve the Payee’s Company's chances of securing a favorable ruling described in this Section 8.3(b), 7.4(b) or (Cz) assist the Company in obtaining a favorable legal opinion from its outside counsel as described in this Section 8.4(b7.4(b). The Parent Entities shall be deemed to have satisfied its obligations pursuant to this Section 7.4 so long as it deposits into escrow agreement the applicable Parent Termination Fee , notwithstanding any delay or reduction in payment to the Company, and shall also provide that any have no further liability with respect to payment of the applicable Parent Termination Fee . The portion of applicable Parent Termination Fee that remains unpaid as of the Termination Amount held in escrow for five years end of a taxable year shall be released by paid as soon as possible during the escrow agent following taxable year, subject to the Payorforegoing limitations of this Section 7.4. The Payor Company shall not be a party to such escrow agreement fully indemnify the Parent Entities and shall not bear hold the Parent Entities harmless from and against any cost of liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or have liability incurred by it resulting directly or indirectly from the escrow agreement. (c) For , including in connection with the avoidance of doubt, the escrow provisions of Parent Entities' compliance with clauses (ax), (y) and (bz) of this Section 8.4 shall only apply at the election of the relevant Payee, such election to be made in its absolute discretion7.4(b).

Payment of Amount or Expense. (a) In the event that Eagles or the Company Parent is obligated to pay the other Company the Break-up Parent Termination Fee pursuant to set forth in Section 8.2(b) (the “Termination Amount”)7.3, Eagles or the Company (the “Payor”) Parent shall pay to the other party (the “Payee”) Company from the applicable Parent Termination Amount deposited into escrow in accordance with the next sentence, Fee an amount equal to the lesser of (i) the Parent Termination Amount Fee and (ii) the sum of (A1) the maximum amount that can be paid to the Payee Company without causing the Payee Company to fail to meet the requirements of Code Sections 856(c)(2) and (3) of the Code for the relevant tax year determined as if the payment of such amount did not constitute income described in Code Sections 856(c)(2)(H856(c)(2)(A) through (H) or 856(c)(3)(A) through (I) of the Code 856(c)(3)(I) (“Qualifying Income”), as determined by the PayeeCompany’s independent certified public accountants, plus (B2) in the event the Payee Company receives either (1A) a letter from the PayeeCompany’s counsel indicating that the Payee Company has received a ruling from the IRS described in Section 8.4(b)(ii) or 7.4(b), (2B) an opinion from the PayeeCompany’s outside counsel as described in Section 8.4(b)(ii7.4(b) or (C) a letter from the Company’s independent certified public accountants indicating that the entire Parent Termination Fee is included in the Company’s income regardless of this Section 7.4(a), an amount equal to the Parent Termination Amount Fee less the amount payable under clause (A1) above. To secure the PayorParent’s obligation to pay these amounts, the Payor Parent shall deposit into escrow an amount in cash equal to the Parent Termination Amount Fee with an escrow agent selected by the Payor Parent and on such terms (subject to Section 8.3(b7.4(b)) as shall be mutually agreed upon by Eaglesthe Company, the Company Parent and the escrow agent. The payment or deposit into escrow of the Parent Termination Amount Fee pursuant to this Section 8.3(a7.4(a) shall be made at the time the Payor Parent is obligated to pay the Payee the Company such amount pursuant to Section 8.3 or Section 8.2(b), as applicable, 7.3 by wire transfer or bank checktransfer. (b) The escrow agreement shall provide that the Parent Termination Amount Fee in escrow or any portion thereof shall not be released to the Payee Company unless the escrow agent receives any one or combination of the following: (i%4) a letter from the PayeeCompany’s independent certified public accountants indicating the maximum amount that can be paid by the escrow agent to the Payee Company without causing the Payee Company to fail to meet the requirements of Code Sections 856(c)(2) and (3) of the Code for the relevant tax year determined as if the payment of such amount did not constitute Qualifying Income or a subsequent letter from the PayeeCompany’s accountants revising that amount, in which case the escrow agent shall release such amount to the PayeeCompany, or (ii%4) a letter from the PayeeCompany’s counsel indicating that the Payee Company’s outside counsel has rendered a legal opinion to the effect that the release of the remainder of the Parent Termination Fee (or portion thereof) from the escrow should not cause the Company to fail to qualify as a REIT, in which case the escrow agent shall release the remainder of the Parent Termination Fee (or portion thereof) to the Company, or (%4) a letter from the Company’s counsel indicating that the Company received a ruling from the IRS holding that the receipt by the Payee Company of the Parent Termination Amount would Fee should either constitute Qualifying Income or would should be excluded from gross income within the meaning of Code Sections 856(c)(2) and (3) of the Code (or alternatively, indicating that the PayeeCompany’s outside counsel has rendered a legal opinion to the effect that the receipt by the Payee Company of the Parent Termination Amount would Fee should either constitute Qualifying Income or would should be excluded from gross income within the meaning of Code Sections 856(c)(2) and (3)) of the Code), in which case the escrow agent shall release the remainder of the Parent Termination Amount Fee to the PayeeCompany. The Payor Parent agrees to amend this Section 8.4 7.4 at the request of the Payee Company in order to (Ax) maximize the portion of the Parent Termination Amount Fee that may be distributed to the Payee Company hereunder without causing the Payee Company to fail to meet the requirements of Code Sections 856(c)(2) and (3)) of the Code, (By) improve the PayeeCompany’s chances of securing a favorable ruling described in this Section 8.3(b), 7.4(b) or (Cz) assist the Company in obtaining a favorable legal opinion from its outside counsel as described in this Section 8.4(b7.4(b). The escrow agreement shall also provide that any portion of the Parent Termination Amount held in escrow for Fee that remains unpaid as of the end of a tax year shall be paid as soon as possible during the following tax year, subject to the foregoing limitations of this Section 7.4; provided, any portion of the Parent Termination Fee that remains unpaid as of December 31 following the date which is five years from the date of this Agreement shall be released by the escrow agent to the PayorParent. The Payor Parent shall not be a party to such escrow agreement and shall not bear any cost of or have liability Liability resulting from the escrow agreement. The Company shall fully indemnify Parent and hold Parent harmless from and against any such cost or Liability. (c) For In the avoidance of doubtevent that the Company is obligated to pay Parent the Company Termination Fee set forth in Section 7.3, the escrow provisions Company shall pay to Parent from the Company Termination Fee an amount equal to the lesser of clauses (ai) the Company Termination Fee and (ii) the sum of (1) the maximum amount that can be paid to Parent without causing Parent to fail to meet the requirements of Sections 856(c)(2) and (b3) of the Code for the relevant tax year determined as if the payment of such amount did not constitute Qualifying Income, as determined by Parent’s independent certified public accountants, plus (2) in the event Parent receives either (A) a letter from Parent’s counsel indicating that Parent has received a ruling from the IRS described in Section 7.4(d), (B) an opinion from the Parent’s outside counsel as described in Section 7.4(d) or (C) a letter from Parent’s independent certified public accountants indicating that the entire Company Termination Fee is included in Parent’s income regardless of this Section 8.4 7.4(c), an amount equal to the Company Termination Fee less the amount payable under clause (1) above. To secure the Company’s obligation to pay these amounts, the Company shall only apply deposit into escrow an amount in cash equal to the Company Termination Fee with an escrow agent selected by the Company and on such terms (subject to Section 7.4(d)) as shall be mutually agreed upon by Parent, the Company and the escrow agent. The payment or deposit into escrow of the Company Termination Fee pursuant to this Section 7.4(c) shall be made at the election time the Company is obligated to pay Parent such amount pursuant to Section 7.3 by wire transfer. (d) The escrow agreement shall provide that the Company Termination Fee in escrow or any portion thereof shall not be released to Parent unless the escrow agent receives any one or combination of the following: (i) a letter from Parent’s independent certified public accountants indicating the maximum amount that can be paid by the escrow agent to Parent without causing Parent to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code for the relevant Payeetax year determined as if the payment of such amount did not constitute Qualifying Income or a subsequent letter from Parent’s accountants revising that amount, in which case the escrow agent shall release such election amount to Parent, (ii) a letter from Parent’s counsel indicating that the Parent’s outside counsel has rendered a legal opinion to the effect that the release of the remainder of the Company Termination Fee (or portion thereof) from the escrow more likely than not would cause Parent to fail to qualify as a REIT, in which case the escrow agent shall release the remainder of the Company Termination Fee (or portion thereof) to Parent, or (iii) a letter from Parent’s counsel indicating that Parent received a ruling from the IRS holding that the receipt by Parent of the Company Termination Fee more likely than not would either constitute Qualifying Income or be made excluded from gross income within the meaning of Sections 856(c)(2) and (3) of the Code (or alternatively, indicating that Parent’s outside counsel has rendered a legal opinion to the effect that the receipt by Parent of the Company Termination Fee should either constitute Qualifying Income or should be excluded from gross income within the meaning of Sections 856(c)(2) and (3) of the Code), in which case the escrow agent shall release the remainder of the Company Termination Fee to Parent. The Company agrees to amend this Section 7.4 at the request of Parent in order to (x) maximize the portion of the Company Termination Fee that may be distributed to Parent hereunder without causing Parent to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code, (y) improve Parent’s chances of securing a favorable ruling described in this Section 7.4(d) or (z) assist Parent in obtaining a favorable legal opinion from its absolute discretionoutside counsel as described in this Section 7.4(d). The escrow agreement shall also provide that any portion of the Company Termination Fee that remains unpaid as of the end of a tax year shall be paid as soon as possible during the following tax year, subject to the foregoing limitations of this Section 7.4; provided, any portion of the Company Termination Fee that remains unpaid as of December 31 following the date which is five years from the date of this Agreement shall be released by the escrow agent to the Company. The Company shall not be a party to such escrow agreement and shall not bear any cost of or have Liability resulting from the escrow agreement. Parent shall fully indemnify the Company and hold the Company harmless from and against any such cost or Liability.

Payment of Amount or Expense. (a) In the event that Eagles or the Company Parent is obligated to pay the other Company the Break-up Parent Termination Fee pursuant to set forth in Section 8.2(b) (the “Termination Amount”)7.3, Eagles or the Company (the “Payor”) Parent shall pay to the other party (the “Payee”) Company from the applicable Parent Termination Amount deposited into escrow in accordance with the next sentence, Fee an amount equal to the lesser of (i) the Parent Termination Amount Fee and (ii) the sum of (A1) the maximum amount that can be paid to the Payee Company without causing the Payee Company to fail to meet the requirements of Code Sections 856(c)(2) and (3) of the Code for the relevant tax year determined as if the payment of such amount did not constitute income described in Code Sections 856(c)(2)(H856(c)(2)(A) through (H) or 856(c)(3)(A) through (I) of the Code 856(c)(3)(I) (“Qualifying Income”), as determined by the PayeeCompany’s independent certified public accountants, plus (B2) in the event the Payee Company receives either (1A) a letter from the PayeeCompany’s counsel indicating that the Payee Company has received a ruling from the IRS described in Section 8.4(b)(ii) or 7.4(b), (2B) an opinion from the PayeeCompany’s outside counsel as described in Section 8.4(b)(ii7.4(b) or (C) a letter from the Company’s independent certified public accountants indicating that the entire Parent Termination Fee is included in the Company’s income regardless of this Section 7.4(a), an amount equal to the Parent Termination Amount Fee less the amount payable under clause (A1) above. To secure the PayorParent’s obligation to pay these amounts, the Payor Parent shall deposit into escrow an amount in cash equal to the Parent Termination Amount Fee with an escrow agent selected by the Payor Parent and on such terms (subject to Section 8.3(b7.4(b)) as shall be mutually agreed upon by Eaglesthe Company, the Company Parent and the escrow agent. The payment or deposit into escrow of the Parent Termination Amount Fee pursuant to this Section 8.3(a7.4(a) shall be made at the time the Payor Parent is obligated to pay the Payee the Company such amount pursuant to Section 8.3 or Section 8.2(b), as applicable, 7.3 by wire transfer or bank checktransfer. (b) The escrow agreement shall provide that the Parent Termination Amount Fee in escrow or any portion thereof shall not be released to the Payee Company unless the escrow agent receives any one or combination of the following: (i) a letter from the PayeeCompany’s independent certified public accountants indicating the maximum amount that can be paid by the escrow agent to the Payee Company without causing the Payee Company to fail to meet the requirements of Code Sections 856(c)(2) and (3) of the Code for the relevant tax year determined as if the payment of such amount did not constitute Qualifying Income or a subsequent letter from the PayeeCompany’s accountants revising that amount, in which case the escrow agent shall release such amount to the PayeeCompany, or (ii) a letter from the PayeeCompany’s counsel indicating that the Payee Company’s outside counsel has rendered a legal opinion to the effect that the release of the remainder of the Parent Termination Fee (or portion thereof) from the escrow should not cause the Company to fail to qualify as a REIT, in which case the escrow agent shall release the remainder of the Parent Termination Fee (or portion thereof) to the Company, or (iii) a letter from the Company’s counsel indicating that the Company received a ruling from the IRS holding that the receipt by the Payee Company of the Parent Termination Amount would Fee should either constitute Qualifying Income or would should be excluded from gross income within the meaning of Code Sections 856(c)(2) and (3) of the Code (or alternatively, indicating that the PayeeCompany’s outside counsel has rendered a legal opinion to the effect that the receipt by the Payee Company of the Parent Termination Amount would Fee should either constitute Qualifying Income or would should be excluded from gross income within the meaning of Code Sections 856(c)(2) and (3)) of the Code), in which case the escrow agent shall release the remainder of the Parent Termination Amount Fee to the PayeeCompany. The Payor Parent agrees to amend this Section 8.4 7.4 at the request of the Payee Company in order to (Ax) maximize the portion of the Parent Termination Amount Fee that may be distributed to the Payee Company hereunder without causing the Payee Company to fail to meet the requirements of Code Sections 856(c)(2) and (3)) of the Code, (By) improve the PayeeCompany’s chances of securing a favorable ruling described in this Section 8.3(b), 7.4(b) or (Cz) assist the Company in obtaining a favorable legal opinion from its outside counsel as described in this Section 8.4(b7.4(b). The escrow agreement shall also provide that any portion of the Parent Termination Amount held in escrow for Fee that remains unpaid as of the end of a tax year shall be paid as soon as possible during the following tax year, subject to the foregoing limitations of this Section 7.4; provided, any portion of the Parent Termination Fee that remains unpaid as of December 31 following the date which is five years from the date of this Agreement shall be released by the escrow agent to the PayorParent. The Payor Parent shall not be a party to such escrow agreement and shall not bear any cost of or have liability Liability resulting from the escrow agreement. The Company shall fully indemnify Parent and hold Parent harmless from and against any such cost or Liability. (c) For In the avoidance of doubtevent that the Company is obligated to pay Parent the Company Termination Fee set forth in Section 7.3, the escrow provisions Company shall pay to Parent from the Company Termination Fee an amount equal to the lesser of clauses (ai) the Company Termination Fee and (ii) the sum of (1) the maximum amount that can be paid to Parent without causing Parent to fail to meet the requirements of Sections 856(c)(2) and (b3) of the Code for the relevant tax year determined as if the payment of such amount did not constitute Qualifying Income, as determined by Parent’s independent certified public accountants, plus (2) in the event Parent receives either (A) a letter from Parent’s counsel indicating that Parent has received a ruling from the IRS described in Section 7.4(d), (B) an opinion from the Parent’s outside counsel as described in Section 7.4(d) or (C) a letter from Parent’s independent certified public accountants indicating that the entire Company Termination Fee is included in Parent’s income regardless of this Section 8.4 7.4(c), an amount equal to the Company Termination Fee less the amount payable under clause (1) above. To secure the Company’s obligation to pay these amounts, the Company shall only apply deposit into escrow an amount in cash equal to the Company Termination Fee with an escrow agent selected by the Company and on such terms (subject to Section 7.4(d)) as shall be mutually agreed upon by Parent, the Company and the escrow agent. The payment or deposit into escrow of the Company Termination Fee pursuant to this Section 7.4(c) shall be made at the election time the Company is obligated to pay Parent such amount pursuant to Section 7.3 by wire transfer. (d) The escrow agreement shall provide that the Company Termination Fee in escrow or any portion thereof shall not be released to Parent unless the escrow agent receives any one or combination of the following: (i) a letter from Parent’s independent certified public accountants indicating the maximum amount that can be paid by the escrow agent to Parent without causing Parent to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code for the relevant Payeetax year determined as if the payment of such amount did not constitute Qualifying Income or a subsequent letter from Parent’s accountants revising that amount, in which case the escrow agent shall release such election amount to Parent, (ii) a letter from Parent’s counsel indicating that the Parent’s outside counsel has rendered a legal opinion to the effect that the release of the remainder of the Company Termination Fee (or portion thereof) from the escrow more likely than not would cause Parent to fail to qualify as a REIT, in which case the escrow agent shall release the remainder of the Company Termination Fee (or portion thereof) to Parent, or (iii) a letter from Parent’s counsel indicating that Parent received a ruling from the IRS holding that the receipt by Parent of the Company Termination Fee more likely than not would either constitute Qualifying Income or be made excluded from gross income within the meaning of Sections 856(c)(2) and (3) of the Code (or alternatively, indicating that Parent’s outside counsel has rendered a legal opinion to the effect that the receipt by Parent of the Company Termination Fee should either constitute Qualifying Income or should be excluded from gross income within the meaning of Sections 856(c)(2) and (3) of the Code), in which case the escrow agent shall release the remainder of the Company Termination Fee to Parent. The Company agrees to amend this Section 7.4 at the request of Parent in order to (x) maximize the portion of the Company Termination Fee that may be distributed to Parent hereunder without causing Parent to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code, (y) improve Parent’s chances of securing a favorable ruling described in this Section 7.4(d) or (z) assist Parent in obtaining a favorable legal opinion from its absolute discretionoutside counsel as described in this Section 7.4(d). The escrow agreement shall also provide that any portion of the Company Termination Fee that remains unpaid as of the end of a tax year shall be paid as soon as possible during the following tax year, subject to the foregoing limitations of this Section 7.4; provided, any portion of the Company Termination Fee that remains unpaid as of December 31 following the date which is five years from the date of this Agreement shall be released by the escrow agent to the Company. The Company shall not be a party to such escrow agreement and shall not bear any cost of or have Liability resulting from the escrow agreement. Parent shall fully indemnify the Company and hold the Company harmless from and against any such cost or Liability.

Payment of Amount or Expense. (a) In the event that Eagles or the Company is obligated to pay the other Parent the Break-up Fee pursuant to Section 8.2(b) (or the Company or Parent is obligated to pay the other the expenses set forth in Section 6.4(c)(collectively, the “Termination Section 8.2 Amount”), Eagles or the Company or Parent (the “Payor”) shall pay to the other party (the “Payee”) from the applicable Termination Section 8.2 Amount deposited into escrow in accordance with the next sentence, an amount equal to the lesser of (i) the Termination Section 8.2 Amount and (ii) the sum of (A1) the maximum amount that can be paid to the Payee without causing the Payee to fail to meet the requirements of Code Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute income described in Code Sections 856(c)(2)(H856(c)(2)(A) (H) or 856(c)(3)(A) (I) of the Code 856(c)(3)(I) (“Qualifying Income”), as determined by the Payee’s independent certified public accountants, plus (B2) in the event the Payee receives either (1X) a letter from the Payee’s counsel indicating that the Payee has received a ruling from the IRS described in Section 8.4(b)(ii8.3(b)(ii) or (2B) an opinion from the Payee’s outside counsel as described in Section 8.4(b)(ii8.3(b)(ii), an amount equal to the Termination Section 8.2 Amount less the amount payable under clause (A1) above. To secure the Payor’s obligation to pay these amounts, the Payor shall deposit into escrow an amount in cash equal to the Termination Section 8.2 Amount with an escrow agent selected by the Payor and on such terms (subject to Section 8.3(b)) as shall be mutually agreed upon by Eaglesthe Company, the Company Parent and the escrow agent. The payment or deposit into escrow of the Termination Section 8.2 Amount pursuant to this Section 8.3(a) shall be made at the time the Payor is obligated to pay the Payee the such amount pursuant to Section 8.3 6.4(c) or Section 8.2(b), as applicable, by wire transfer or bank check. (b) The escrow agreement shall provide that the Termination Section 8.2 Amount in escrow or any portion thereof shall not be released to the Payee unless the escrow agent receives any one or combination of the following: (i) a letter from the Payee’s independent certified public accountants indicating the maximum amount that can be paid by the escrow agent to the Payee without causing the Payee to fail to meet the requirements of Code Sections 856(c)(2) and (3) determined as if the payment of such amount did not constitute Qualifying Income or a subsequent letter from the Payee’s accountants revising that amount, in which case the escrow agent shall release such amount to the Payee, or (ii) a letter from the Payee’s counsel indicating that the Payee received a ruling from the IRS holding that the receipt by the Payee of the Termination Amount would either constitute Qualifying Income or would be excluded from gross income within the meaning of Code Sections 856(c)(2) and (3) (or alternatively, the Payee’s outside counsel has rendered a legal opinion to the effect that the receipt by the Payee of the Termination Amount would either constitute Qualifying Income or would be excluded from gross income within the meaning of Code Sections 856(c)(2) and (3)), in which case the escrow agent shall release the remainder of the Termination Amount to the Payee. The Payor agrees to amend this Section 8.4 at the request of the Payee in order to (A) maximize the portion of the Termination Amount that may be distributed to the Payee hereunder without causing the Payee to fail to meet the requirements of Code Sections 856(c)(2) and (3), (B) improve the Payee’s chances of securing a favorable ruling described in this Section 8.3(b), or (C) assist the Company in obtaining a favorable legal opinion from its outside counsel as described in this Section 8.4(b). The escrow agreement shall also provide that any portion of the Termination Amount held in escrow for five years shall be released by the escrow agent to the Payor. The Payor shall not be a party to such escrow agreement and shall not bear any cost of or have liability resulting from the escrow agreement. (c) For the avoidance of doubt, the escrow provisions of clauses (a) and (b) of this Section 8.4 shall only apply at the election of the relevant Payee, such election to be made in its absolute discretion.’s

Payment of Amount or Expense. (a) In the event that Eagles or the Company Parent is obligated to pay the other the Break-up Fee Parent Termination Amount pursuant to Section 8.2(b7.3(c) (the “Termination Section 7.3 Amount”), Eagles or the Company (the “Payor”) Parent shall pay to the other party (the “Payee”) Company from the applicable Termination Section 7.3 Amount deposited into escrow escrow, if any, in accordance with the next sentence, an amount equal to the lesser of (iA) the Termination Section 7.3 Amount and (iiB) the sum of (A1) the maximum amount that can be paid to the Payee Company without causing the Payee Company to fail to meet the requirements of Code Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute income described in Code Sections 856(c)(2)(H856(c)(2) or 856(c)(3) of the Code 856(c)(3)(I) (“Qualifying Income”), as determined by the PayeeCompany’s independent certified public accountants, plus (B2) in the event the Payee Company receives either (1X) a letter from the PayeeCompany’s counsel indicating that the Payee Company has received a ruling from the IRS described in Section 8.4(b)(ii7.4(b)(ii) or (2Y) an opinion from the PayeeCompany’s outside counsel as described in Section 8.4(b)(ii7.4(b)(ii), an amount equal to the Termination Section 7.3 Amount less the amount payable under clause (A1) above. To secure the PayorParent’s obligation to pay these amounts, the Payor Parent shall deposit into escrow an amount in cash equal to the Termination Section 7.3 Amount with an escrow agent selected by the Payor Company and on such terms (subject to Section 8.3(b7.4(b)) as shall be mutually agreed upon by Eaglesthe Company, the Company Parent and the escrow agentagent as reflected in an escrow agreement among such parties, provided that the payment or deposit into escrow shall be at the Company’s option. The payment or deposit into escrow of the Termination Section 7.3 Amount pursuant to this Section 8.3(a7.4(a) shall be made at the time the Payor Parent is obligated to pay the Payee the Company such amount pursuant to Section 8.3 or Section 8.2(b), as applicable, 7.3(c) by wire transfer or bank checkof same day funds. (b) The escrow agreement shall provide that the Termination Section 7.3 Amount in escrow or any portion thereof shall not be released to the Payee Company unless the escrow agent receives any one or combination of the following: (i) a letter from the PayeeCompany’s independent certified public accountants indicating the maximum amount that can be paid by the escrow agent to the Payee Company without causing the Payee Company to fail to meet the requirements of Code Sections 856(c)(2) and (3) of the Code in such year determined as if the payment of such amount did not constitute Qualifying Income or a subsequent letter from the PayeeCompany’s accountants revising that amount, in which case the escrow agent shall release such amount to the PayeeCompany, or (ii) a letter from the PayeeCompany’s counsel indicating that the Payee Company received a ruling from the IRS holding that the receipt by the Payee Company of the Termination Section 7.3 Amount would either constitute Qualifying Income or would be excluded from gross income within the meaning of Code Sections 856(c)(2) and (3) of the Code (or alternatively, the PayeeCompany’s outside counsel has rendered a legal opinion to the effect that the receipt by the Payee Company of the Termination Section 7.3 Amount would either constitute Qualifying Income or would be excluded from gross income within the meaning of Code Sections 856(c)(2) and (3)) of the Code), in which case the escrow agent shall release the remainder of the Termination Section 7.3 Amount to the PayeeCompany. The Payor Parent agrees to amend this Section 8.4 7.4 at the reasonable request of the Payee Company in order to (Ax) maximize the portion of the Termination Section 7.3 Amount that may be distributed to the Payee Company hereunder without causing the Payee Company to fail to meet the requirements of Code Sections 856(c)(2) and (3)) of the Code, (By) improve the PayeeCompany’s chances of securing a favorable ruling described in this Section 8.3(b), 7.4(b) or (Cz) assist the Company in obtaining a favorable legal opinion from its outside counsel as described in this Section 8.4(b7.4(b). The Parent shall be deemed to have satisfied its obligations pursuant to this Section 7.4 so long as it deposits into escrow agreement the Section 7.3 Amount, notwithstanding any delay or reduction in payment to the Company, and shall also provide that any portion have no further liability with respect to payment of the Termination Amount held in escrow for five years shall be released by the escrow agent to the Payor. The Payor shall not be a party to such escrow agreement and shall not bear any cost of or have liability resulting from the escrow agreement. (c) For the avoidance of doubt, the escrow provisions of clauses (a) and (b) of this Section 8.4 shall only apply at the election of the relevant Payee, such election to be made in its absolute discretion.7.3

Payment of Amount or Expense. (a) In the event that Eagles or the Company Parent is obligated to pay the other Company the Break-up Parent Termination Fee pursuant to Section 8.2(b8.3(c) (the “Termination Section 8.3 Amount”), Eagles or the Company Parent (the “Payor”) shall pay to the other party Company (the “Payee”) from the applicable Termination Section 8.3 Amount deposited into escrow escrow, if any, in accordance with the next sentence, an amount equal to the lesser of (iA) the Termination Section 8.3 Amount and (iiB) the sum of (A1) the maximum amount that can be paid to the Payee Company without causing the Payee Company to fail to meet the requirements of Code Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute income described in Code Sections 856(c)(2)(H) or 856(c)(3)(H) or (I) of the Code 856(c)(3)(I) (“Qualifying Income”), as determined by the PayeeCompany’s independent certified public accountants, plus (B2) in the event the Payee Company receives either (1X) a letter from the PayeeCompany’s counsel indicating that the Payee Company has received a ruling from the IRS described in Section 8.4(b)(ii) or (2Y) an opinion from the PayeeCompany’s outside counsel as described in Section 8.4(b)(ii), an amount equal to the Termination Section 8.3 Amount less the amount payable under clause (A1) above. To secure the Payor’s obligation to pay these amounts, the Payor shall deposit into escrow an amount in cash equal to the Termination Section 8.3 Amount with an escrow agent selected by the Payor and on such terms (subject to Section 8.3(b8.4(b)) as shall be mutually agreed upon by Eaglesthe Company, the Company Parent and the escrow agent, provided that the payment or deposit into escrow shall be at the Payee’s option. The payment or deposit into escrow of the Termination Section 8.3 Amount pursuant to this Section 8.3(a8.4(a) shall be made at the time the Payor is obligated to pay the Payee the such amount pursuant to Section 8.3 or Section 8.2(b), as applicable, 8.3(c) by wire transfer or bank check. (b) The escrow agreement shall provide that the Termination Section 8.3 Amount in escrow or any portion thereof shall not be released to the any Payee that is a REIT unless the escrow agent receives any one or combination of the following: (i) a letter from the Payee’s independent certified public accountants indicating the maximum amount that can be paid by the escrow agent to the Payee without causing the Payee to fail to meet the requirements of Code Sections 856(c)(2) and (3) of the Code in such year determined as if the payment of such amount did not constitute Qualifying Income or a subsequent letter from the Payee’s accountants revising that amount, in which case the escrow agent shall release such amount to the Payee, or (ii) a letter from the Payee’s counsel indicating that the Payee received a ruling from the IRS holding that the receipt by the Payee of the Termination Section 8.3 Amount would either constitute Qualifying Income or would be excluded from gross income within the meaning of Code Sections 856(c)(2) and (3) of the Code (or alternatively, the Payee’s outside counsel has rendered a legal opinion to the effect that the receipt by the Payee of the Termination Section 8.3 Amount would either constitute Qualifying Income or would be excluded from gross income within the meaning of Code Sections 856(c)(2) and (3)) of the Code), in which case the escrow agent shall release the remainder of the Termination Section 8.3 Amount to the Payee. The Payor agrees to amend this Section 8.4 at the reasonable request of the any Payee that is a REIT in order to (Ax) maximize the portion of the Termination Section 8.3 Amount that may be distributed to the Payee hereunder without causing the Payee to fail to meet the requirements of Code Sections 856(c)(2) and (3)) of the Code, (By) improve the Payee’s chances of securing a favorable ruling described in this Section 8.3(b), 8.4(b) or (Cz) assist the Company Payee in obtaining a favorable legal opinion from its outside counsel as described in this Section 8.4(b). Any portion of Section 8.3 Amount that remains unpaid as of the end of a taxable year shall be paid as soon as possible during the following taxable year, subject to the foregoing limitations of this Section 8.3. The escrow agreement shall also provide that any portion of the Termination Section 8.3 Amount held in escrow for five years shall be released by the escrow agent to the Payor. The Payor shall not be a party to such escrow agreement and shall not bear any cost of or have liability resulting from the escrow agreement. (c) For the avoidance of doubt, the escrow provisions of clauses (a) and (b) of . The Payor shall be deemed to have satisfied its obligations pursuant to this Section 8.4 so long as it deposits into escrow the Section 8.3 Amount, notwithstanding any delay or reduction in payment to any Payee that is a REIT, and shall only apply at the election have no further liability with respect to payment of the relevant Payee, such election to be made in its absolute discretionSection 8.3 Amount.

Payment of Amount or Expense. (a) In the event that Eagles or the Company Parent is obligated to pay the other Company the Break-up Fee pursuant to Parent Termination Fee, plus the Parent Expenses and the Parent Recovery Costs set forth in Section 8.2(b) (the “Termination Amount”)7.3, Eagles or the Company (the “Payor”) Parent shall pay to the other party (the “Payee”) Company from the applicable Parent Termination Amount Fee, plus the Parent Expenses and the Parent Recovery Costs deposited into escrow in accordance with the next sentence, an amount equal to the lesser of (i) the Parent Termination Amount Fee, plus the Parent Expenses and the Parent Recovery Costs and (ii) the sum of (A1) the maximum amount that can be paid to the Payee Company without causing the Payee Company to fail to meet the requirements of Code Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute income described in Code Sections 856(c)(2)(H856(c)(2)(A) through (H) or 856(c)(3)(A) through (I) of the Code 856(c)(3)(I) (“Qualifying Income”), as determined by the PayeeCompany’s independent certified public accountants, plus (B2) in the event the Payee Company receives either (1A) a letter from the PayeeCompany’s counsel indicating that the Payee Company has received a ruling from the IRS described in Section 8.4(b)(ii7.4(b)(ii) or (2B) an opinion from the PayeeCompany’s outside counsel as described in Section 8.4(b)(ii7.4(b)(ii), an amount equal to the Parent Termination Amount Fee, plus the Parent Expenses and the Parent Recovery Costs less the amount payable under clause (A1) above. To secure the PayorParent’s obligation to pay these amounts, the Payor Parent shall deposit into escrow an amount in cash equal to the Parent Termination Amount Fee, plus any Parent Expenses and the Parent Recovery Costs with an escrow agent selected by the Payor Parent and on such terms (subject to Section 8.3(b7.4(b)) as shall be mutually agreed upon by Eaglesthe Company, the Company Parent and the escrow agent. The payment or deposit into escrow of the Parent Termination Amount Fee, plus the Parent Expenses and the Parent Recovery Costs pursuant to this Section 8.3(a7.4(a) shall be made at the time the Payor Parent is obligated to pay the Payee the Company such amount pursuant to Section 8.3 or Section 8.2(b), as applicable, 7.3 by wire transfer or bank checktransfer. (b) The escrow agreement shall provide that the Parent Termination Amount Fee, plus the Parent Expenses and the Parent Recovery Costs in escrow or any portion thereof shall not be released to the Payee Company unless the escrow agent receives any one or combination of the following: (i) a letter from the PayeeCompany’s independent certified public accountants indicating the maximum amount that can be paid by the escrow agent to the Payee Company without causing the Payee Company to fail to meet the requirements of Code Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute Qualifying Income or a subsequent letter from the PayeeCompany’s accountants revising that amount, in which case the escrow agent shall release such amount to the PayeeCompany, or (ii) a letter from the PayeeCompany’s counsel indicating that the Payee Company received a ruling from the IRS holding that the receipt by the Payee Company of the Parent Termination Amount would Fee, plus the Parent Expenses and the Parent Recovery Costs should either constitute Qualifying Income or would should be excluded from gross income within the meaning of Code Sections 856(c)(2) and (3) of the Code (or alternatively, indicating that the PayeeCompany’s outside counsel has rendered a legal opinion to the effect that the receipt by the Payee Company of the Parent Termination Amount would Fee, plus the Parent Expenses and the Parent Recovery Costs should either constitute Qualifying Income or would should be excluded from gross income within the meaning of Code Sections 856(c)(2) and (3)) of the Code), in which case the escrow agent shall release the remainder of the Parent Termination Amount Fee, plus the Parent Expenses and the Parent Recovery Costs to the PayeeCompany. The Payor Parent agrees to amend this Section 8.4 7.4 at the request of the Payee Company in order to (Ax) maximize the portion of the Parent Termination Amount Fee, plus the Parent Expenses and the Parent Recovery Costs that may be distributed to the Payee Company hereunder without causing the Payee Company to fail to meet the requirements of Code Sections 856(c)(2) and (3)) of the Code, (By) improve the PayeeCompany’s chances of securing a favorable ruling described in this Section 8.3(b), 7.4(b) or (Cz) assist the Company in obtaining a favorable legal opinion from its outside counsel as described in this Section 8.4(b7.4(b). The escrow agreement shall also provide that any portion of the Parent Termination Amount Fee, plus the Parent Expenses and the Parent Recovery Costs held in escrow for five years shall be released by the escrow agent to the PayorParent. The Payor shall not be a party to such escrow agreement and Parent shall not bear any cost of or have liability resulting from the escrow agreement. (c) For the avoidance of doubt, the escrow provisions of clauses (a) and (b) of this Section 8.4 shall only apply at the election of the relevant Payee, such election to be made in its absolute discretion.

Payment of Amount or Expense. (a) In the event Upon determination that Eagles or the Company is obligated to pay Parent the other the Break-up Termination Fee pursuant to Section 8.2(b) (the “Termination Amount”)or Expense Reimbursement, Eagles or the Company (the “Payor”) shall pay Parent directly in cash by wire transfer of immediately available funds (to the other party (the “Payee”an account designated by Parent) from the applicable Termination Amount deposited into escrow in accordance with the next sentence, an amount equal to the lesser of (i) the Termination Amount Fee or Expense Reimbursement and (ii) the sum of (A) the maximum amount that can be paid to the Payee Parent without causing the Payee Parent to fail to meet the requirements of Code Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute income described in Code Sections 856(c)(2)(H856(c)(2)(A) through (H) or 856(c)(3)(A) through (I) of the Code 856(c)(3)(I) (the “Qualifying Income”), as determined by the PayeeParent’s independent certified public accountants, plus (B) in . In the event the Payee receives either (1) a letter from the Payee’s counsel indicating that the Payee has received a ruling from the IRS described in Section 8.4(b)(ii) or (2) an opinion from the Payee’s outside counsel as described in Section 8.4(b)(ii), an amount equal to any portion of the Termination Amount less the amount payable under Fee or Expense Reimbursement cannot be paid directly to Parent pursuant to clause (Ai) above. To secure of the Payor’s obligation to pay these amountspreceding sentence, the Payor Company shall deposit into escrow an amount in cash equal to the Termination Amount with an escrow agent selected by the Payor Company (the “Escrow Agent”) and on such terms (subject to Section 8.3(b8.4(b)) as shall be mutually agreed upon by Eaglesthe Company, Parent and the Escrow Agent (the agreement effecting such deposit, the Company and “Escrow Agreement”) an amount in cash equal to the escrow agentTermination Fee or Expense Reimbursement, less any amounts paid directly to Parent pursuant to clause (ii) of the preceding sentence (the amount of such deficit, the “Deficit Amount”). The payment or deposit into escrow of the Termination Deficit Amount pursuant to this Section 8.3(a8.4(a) shall be made at the time the Payor Company is obligated to pay the Payee the Parent such amount pursuant to Section 8.3 or Section 8.2(b), as applicable, by wire transfer or bank checktransfer. (b) The escrow agreement Escrow Agreement shall provide that the Termination Deficit Amount in escrow or any portion thereof shall not be released to the Payee Parent unless the escrow agent Escrow Agent receives any one or combination of the following: (i) a letter from the PayeeParent’s independent certified public accountants indicating the maximum amount that can be paid by the escrow agent Escrow Agent to the Payee Parent without causing the Payee Parent to fail to meet the requirements of Code Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute Qualifying Income Income, or a subsequent letter from the PayeeParent’s accountants revising that amount, in which case the escrow agent Escrow Agent shall release such amount to the PayeeParent, or (ii) a letter from the PayeeParent’s counsel indicating that the Payee Parent received a ruling from the IRS holding that the receipt by the Payee Parent of the Termination Deficit Amount would should either constitute Qualifying Income or would should be excluded from gross income within the meaning of Code Sections 856(c)(2) and (3) of the Code (or alternatively, the Payeeindicating that Parent’s outside counsel has rendered a legal opinion to the effect that the receipt by the Payee Parent of the Termination Amount would Fee or Expense Reimbursement should either constitute Qualifying Income or would should be excluded from gross income within the meaning of Code Sections 856(c)(2) and (3)) of the Code), in which case the escrow agent Escrow Agent shall release the remainder of the Termination Deficit Amount to the PayeeParent. The Payor agrees to amend this Section 8.4 at the request of the Payee in order to (A) maximize the portion of the Termination Amount that may be distributed to the Payee hereunder without causing the Payee to fail to meet the requirements of Code Sections 856(c)(2) and (3), (B) improve the Payee’s chances of securing a favorable ruling described in this Section 8.3(b), or (C) assist the Company in obtaining a favorable legal opinion from its outside counsel as described in this Section 8.4(b). The escrow agreement Escrow Agreement shall also provide that any portion of the Termination Deficit Amount held in escrow for five (5) years shall be released by the escrow agent Escrow Agent to the PayorCompany, and the Company shall have no obligation to make any further payments to Parent, notwithstanding that such Deficit Amount has not been paid as of such date nor any other provision of this Agreement. The Payor shall not be a party to such escrow agreement and Company shall not bear any cost of or have bear any liability resulting from the escrow agreementEscrow Agreement, and Parent shall indemnify the Company for any such costs or liabilities assessed on the Company. (c) For the avoidance of doubt, the escrow provisions of clauses (a) and (b) of this Section 8.4 shall only apply at the election of the relevant Payee, such election to be made in its absolute discretion.

Payment of Amount or Expense. (a) In the event that Eagles or the Company Parent is obligated to pay the other the Break-up Fee Parent Termination Amount pursuant to Section 8.2(b7.3(c) (the “Termination Section 7.3 Amount”), Eagles or the Company (the “Payor”) Parent shall pay to the other party (the “Payee”) Company from the applicable Termination Section 7.3 Amount deposited into escrow escrow, if any, in accordance with the next sentence, an amount equal to the lesser of (iA) the Termination Section 7.3 Amount and (iiB) the sum of (A1) the maximum amount that can be paid to the Payee Company without causing the Payee Company to fail to meet the requirements of Code Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute income described in Code Sections 856(c)(2)(H856(c)(2) or 856(c)(3) of the Code 856(c)(3)(I) (“Qualifying Income”), as determined by the PayeeCompany’s independent certified public accountants, plus (B2) in the event the Payee Company receives either (1X) a letter from the PayeeCompany’s counsel indicating that the Payee Company has received a ruling from the IRS described in Section 8.4(b)(ii7.4(b)(ii) or (2Y) an opinion from the PayeeCompany’s outside counsel as described in Section 8.4(b)(ii7.4(b)(ii), an amount equal to the Termination Section 7.3 Amount less the amount payable under clause (A1) above. To secure the PayorParent’s obligation to pay these amounts, the Payor Parent shall deposit into escrow an amount in cash equal to the Termination Section 7.3 Amount with an escrow agent selected by the Payor Company and on such terms (subject to Section 8.3(b7.4(b)) as shall be mutually agreed (acting reasonably) upon by Eaglesthe Company, the Company Parent and the escrow agentagent as reflected in an escrow agreement among such parties, provided that the payment or deposit into escrow shall be at the Company’s option. The payment or deposit into escrow of the Termination Section 7.3 Amount pursuant to this Section 8.3(a7.4(a) shall be made at the time the Payor Parent is obligated to pay the Payee the Company such amount pursuant to Section 8.3 or Section 8.2(b), as applicable, 7.3(c) by wire transfer or bank checkof same day funds. (b) The escrow agreement shall provide that the Termination Section 7.3 Amount in escrow or any portion thereof shall not be released to the Payee Company unless the escrow agent receives any one or combination of the following: (i) a letter from the PayeeCompany’s independent certified public accountants indicating the maximum amount that can be paid by the escrow agent to the Payee Company without causing the Payee Company to fail to meet the requirements of Code Sections 856(c)(2) and (3) of the Code in such year determined as if the payment of such amount did not constitute Qualifying Income or a subsequent letter from the Payee’s accountants revising that amount, in which case the escrow agent shall release such amount to the Payee, or (ii) a letter from the Payee’s counsel indicating that the Payee received a ruling from the IRS holding that the receipt by the Payee of the Termination Amount would either constitute Qualifying Income or would be excluded from gross income within the meaning of Code Sections 856(c)(2) and (3) (or alternatively, the Payee’s outside counsel has rendered a legal opinion to the effect that the receipt by the Payee of the Termination Amount would either constitute Qualifying Income or would be excluded from gross income within the meaning of Code Sections 856(c)(2) and (3)), in which case the escrow agent shall release the remainder of the Termination Amount to the Payee. The Payor agrees to amend this Section 8.4 at the request of the Payee in order to (A) maximize the portion of the Termination Amount that may be distributed to the Payee hereunder without causing the Payee to fail to meet the requirements of Code Sections 856(c)(2) and (3), (B) improve the Payee’s chances of securing a favorable ruling described in this Section 8.3(b), or (C) assist the Company in obtaining a favorable legal opinion from its outside counsel as described in this Section 8.4(b). The escrow agreement shall also provide that any portion of the Termination Amount held in escrow for five years shall be released by the escrow agent to the Payor. The Payor shall not be a party to such escrow agreement and shall not bear any cost of or have liability resulting from the escrow agreement. (c) For the avoidance of doubt, the escrow provisions of clauses (a) and (b) of this Section 8.4 shall only apply at the election of the relevant Payee, such election to be made in its absolute discretion.not

Payment of Amount or Expense. (a) In the event that Eagles or the Company Parent is obligated to pay the other Company the Break-up Fee pursuant to Parent Termination Fee, plus the Parent Expenses and the Recovery Costs set forth in Section 8.2(b) (the “Termination Amount”)7.3, Eagles or the Company (the “Payor”) Parent shall pay to the other party (the “Payee”) Company from the applicable Parent Termination Amount Fee, plus the Parent Expenses and the Recovery Costs deposited into escrow in accordance with the next sentence, an amount equal to the lesser of (i) the Parent Termination Amount Fee, plus the Parent Expenses and the Recovery Costs and (ii) the sum of (A1) the maximum amount that can be paid to the Payee Company without causing the Payee Company to fail to meet the requirements of Code Sections 856(c)(2) and (3) of the Code for the relevant tax year determined as if the payment of such amount did not constitute income described in Code Sections 856(c)(2)(H856(c)(2)(A) through (H) or 856(c)(3)(A) through (I) of the Code 856(c)(3)(I) (“Qualifying Income”), as determined by the PayeeCompany’s independent certified public accountants, plus (B2) in the event the Payee Company receives either (1X) a letter from the PayeeCompany’s counsel indicating that the Payee Company has received a ruling from the IRS described in Section 8.4(b)(ii7.4(b)(ii) or (2B) an opinion from the PayeeCompany’s outside counsel as described in Section 8.4(b)(ii7.4(b)(ii), an amount equal to the Parent Termination Amount Fee, plus the Parent Expenses and the Recovery Costs less the amount payable under clause (A1) above. To secure the PayorParent’s obligation to pay these amounts, the Payor Parent shall deposit into escrow an amount in cash equal to the Parent Termination Amount Fee, plus the Parent Expenses and the Recovery Costs with an escrow agent selected by the Payor Parent and on such terms (subject to Section 8.3(b7.4(b)) as shall be mutually agreed upon by Eaglesthe Company, the Company Parent and the escrow agent. The payment or deposit into escrow of the Parent Termination Amount Fee, plus the Parent Expenses and the Recovery Costs pursuant to this Section 8.3(a7.4(a) shall be made at the time the Payor Parent is obligated to pay the Payee the Company such amount pursuant to Section 8.3 or Section 8.2(b), as applicable, 7.3 by wire transfer or bank checktransfer. (b) The escrow agreement shall provide that the Parent Termination Amount Fee, plus the Parent Expenses and the Recovery Costs in escrow or any portion thereof shall not be released to the Payee Company unless the escrow agent receives any one or combination of the following: (i) a letter from the PayeeCompany’s independent certified public accountants indicating the maximum amount that can be paid by the escrow agent to the Payee Company without causing the Payee Company to fail to meet the requirements of Code Sections 856(c)(2) and (3) of the Code for the relevant tax year determined as if the payment of such amount did not constitute Qualifying Income or a subsequent letter from the PayeeCompany’s accountants revising that amount, in which case the escrow agent shall release such amount to the PayeeCompany, or (ii) a letter from the PayeeCompany’s counsel indicating that the Payee Company’s outside counsel has rendered a legal opinion to the effect that the release of the remainder of the Parent Termination Fee, plus the Parent Expenses and the Recovery Costs (or portion thereof) from the escrow should not cause the Company to fail to qualify as a REIT, in which case the escrow agent shall release the remainder of the Parent Termination Fee, plus the Parent Expenses and the Recovery Costs (or portion thereof) to the Company, or (iii) a letter from the Company’s counsel indicating that the Company received a ruling from the IRS holding that the receipt by the Payee Company of the Parent Termination Amount would Fee, plus the Parent Expenses and the Recovery Costs should either constitute Qualifying Income or would should be excluded from gross income within the meaning of Code Sections 856(c)(2) and (3) of the Code (or alternatively, indicating that the PayeeCompany’s outside counsel has rendered a legal opinion to the effect that the receipt by the Payee Company of the Parent Termination Amount would Fee, plus the Parent Expenses and the Recovery Costs should either constitute Qualifying Income or would should be excluded from gross income within the meaning of Code Sections 856(c)(2) and (3)) of the Code), in which case the escrow agent shall release the remainder of the Parent Termination Amount Fee, plus the Parent Expenses and the Recovery Costs to the PayeeCompany. The Payor Parent agrees to amend this Section 8.4 7.4 at the request of the Payee Company in order to (Ax) maximize the portion of the Parent Termination Amount Fee, plus the Parent Expenses and the Recovery Costs that may be distributed to the Payee Company hereunder without causing the Payee Company to fail to meet the requirements of Code Sections 856(c)(2) and (3)) of the Code, (By) improve the PayeeCompany’s chances of securing a favorable ruling described in this Section 8.3(b), 7.4(b) or (Cz) assist the Company in obtaining a favorable legal opinion from its outside counsel as described in this Section 8.4(b7.4(b). The escrow agreement shall also provide that any portion of the Parent Termination Amount held in escrow for Fee, plus the Parent Expenses and the Recovery Costs that remains unpaid as of the end of a tax year shall be paid as soon as possible during the following tax year, subject to the foregoing limitations of this Section 7.4; provided, any portion of the Parent Termination Fee, plus the Parent Expenses and the Recovery Costs that remains unpaid as of December 31 following the date which is five years from the date of this Agreement shall be released by the escrow agent to the PayorParent. The Payor Parent shall not be a party to such escrow agreement and shall not bear any cost of or have liability Liability resulting from the escrow agreement. The Company shall fully indemnify Parent and hold Parent harmless from and against any such cost or Liability. (c) For the avoidance of doubt, the escrow provisions of clauses (a) and (b) of this Section 8.4 shall only apply at the election of the relevant Payee, such election to be made in its absolute discretion.

Payment of Amount or Expense. (a) In the event that Eagles AMLI (and AMLI LP if applicable) are obligated to pay to Purchaser the Break-Up Fee or the Company Purchaser Break-Up Expenses pursuant to Section 7.2(b) or Purchaser is obligated to pay to AMLI and AMLI LP the other the AMLI Break-up Fee Up Expenses pursuant to Section 8.2(b7.2(c) (collectively, the “Termination "Break-Up Amount”"), Eagles AMLI (and AMLI LP if applicable) or the Company Purchaser, as applicable (the “"Payor”) "), shall pay to the other party (the “"Payee”") from the applicable Termination Break-Up Amount deposited into escrow escrow, if any, in accordance with the next sentence, an amount equal to the lesser of (i) the Termination Break-Up Amount and (ii) the sum of (A1) the maximum amount that can be paid to the Payee without causing the Payee to fail to meet the requirements of Code Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute income described in Code Sections 856(c)(2)(H) or Code 856(c)(3)(I) of the Code (“"Qualifying Income”"), as determined by the Payee’s 's independent certified public accountants, plus (B2) in the event the Payee receives either (1A) a letter from the Payee’s 's counsel indicating that the Payee has received a ruling from the IRS described in Section 8.4(b)(ii7.6(b)(ii) or (2B) an opinion from the Payee’s 's outside counsel as described in Section 8.4(b)(ii7.6(b)(ii), an amount equal to the Termination Break-Up Amount less the amount payable under clause (A1) above. To secure the Payor’s 's obligation to pay these amounts, the Payor shall deposit into escrow an amount in cash equal to the Termination Break-Up Amount with an escrow agent selected by the Payor and on such customary terms (subject to Section 8.3(b7.6(b)) as shall be mutually agreed upon by Eaglesreasonably acceptable to each of AMLI, the Company Purchaser and the escrow agent, provided that in the case where the Payor is AMLI and the Payee is Purchaser, the payment or deposit into escrow shall be at Purchaser's option. The payment or deposit into escrow of the Termination Break-Up Amount pursuant to this Section 8.3(a7.6(a) shall be made at the time the Payor is obligated to pay the Payee the such amount pursuant to Section 8.3 7.2(b) or Section 8.2(b7.2(c), as applicable, by wire transfer or bank checkof immediately available funds. (b) The escrow agreement shall provide that the Termination Break-Up Amount in escrow or any portion thereof shall not be released to the Payee unless the escrow agent receives any one or combination of the following: (i) a letter from the Payee’s 's independent certified public accountants indicating the maximum amount that can be paid by the escrow agent to the Payee without causing the Payee to fail to meet the requirements of Code Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute Qualifying Income or a subsequent letter from the Payee’s 's accountants revising that amount, in which case the escrow agent shall release such amount to the Payee, or (ii) a letter from the Payee’s 's counsel indicating that the Payee received a ruling from the IRS holding that the receipt by the Payee of the Termination Break-Up Amount would either constitute Qualifying Income or would be excluded from gross income within the meaning of Code Sections 856(c)(2) and (3) of the Code (or alternatively, the Payee’s 's outside counsel has rendered a legal opinion to the effect that the receipt by the Payee of the Termination Break-Up Amount would either constitute Qualifying Income or would be excluded from gross income within the meaning of Code Sections 856(c)(2) and (3)) of the Code), in which case the escrow agent shall release the remainder of the Termination Break-Up Amount to the Payee. The Payor agrees to amend this Section 8.4 7.6 at the reasonable request of the Payee in order to (Ax) maximize the portion of the Termination Break-Up Amount that may be distributed to the Payee hereunder without causing the Payee to fail to meet the requirements of Code Sections 856(c)(2) and (3)) of the Code, (By) improve the Payee’s 's chances of securing a favorable ruling described in this Section 8.3(b), 7.6(b) or (Cz) assist the Company Payee in obtaining a favorable legal opinion from its outside counsel as described in this Section 8.4(b7.6(b). The escrow agreement shall also provide that any portion of the Termination Break-Up Amount held in escrow for five years shall be released by the escrow agent to the Payor. The Payor shall not be a party to such escrow agreement and shall not bear any cost of or have liability resulting from the escrow agreement. (c) For the avoidance of doubt, the escrow provisions of clauses (a) and (b) of this Section 8.4 shall only apply at the election of the relevant Payee, such election to be made in its absolute discretion.