Common use of Payment of Escrow Funds Clause in Contracts

Payment of Escrow Funds. The Escrow Funds, or portions thereof, shall be paid out by Escrow Agent in accordance with written instructions from MD as follows: (a) to each subscriber, if any, whose subscription has been rejected by MD within five business days after the clearance of those Escrow Funds, that portion of the Escrow Funds attributable to that subscriber as shown on Escrow Agent's records, including any interest earned thereon; (b) to each subscriber, if any, whose Subscription Proceeds have not been contributed to a Partnership prior to the termination of the offering period for Interests in the Partnership, and any subscriber who may be rejected as an Investor Partner subsequent to the period described in Subsection (a) of this Section 4, that portion of the Escrow Funds attributable to the rejected subscriber as shown on Escrow Agent's records together with any interest attributable thereto (as calculated by MD); (c) to each subscriber, if any, whose subscription has been reduced, that portion of the Escrow Funds equal to the amount of such reduction attributable thereto as shown on Escrow Agent's records; (d) to MD for distribution to each subscriber within 60 days of closing of a Partnership, that portion of accrued and unpaid interest on the Escrow Funds relating to that Partnership, which Escrow Funds were deposited no fewer than five business days prior to the termination of the offering of Interests in that Partnership, attributable to that subscriber as shown on Escrow Agent's records; and (e) to an account for a Partnership all remaining Escrow Funds attributable to that Partnership. Notwithstanding the foregoing, no portion of the Escrow Funds may be paid to a Partnership unless the Escrow Agent shall have the excess of $1,000,000 in Escrow Funds with respect to the Partnership and MD informs the Escrow Agent in writing that aggregate Subscription Proceeds for Interests in such Partnership of $1,000,000 or more have been received and cleared from subscribers that MD initially approves as suitable to be Investor Partners (as set forth in the Statement) in the Partnership. Notwithstanding the provisions of this Section 4, or any other provision of this Escrow Agreement, after the Escrow Agent shall have in excess of $1,000,000 in Escrow Funds with respect to a Partnership and MD informs the Escrow Agent in writing that aggregate Subscription Proceeds for Interests in that Partnership of $1,000,000 or more have been received and cleared by Escrow Agent, upon the written request of MD, Escrow Agent shall disburse all or any portion of the Escrow Funds to an account established by MD for the Partnership. Notwithstanding anything contained herein to the contrary, it is expressly contemplated by MD and the Escrow Agent that MD shall be solely responsible for all computations and disbursements of interest and the preparation and mailing of all forms with respect thereto, including without limitation Form 1099 as is contemplated in Subsections (b), (c), and (d) of this Section 4. The Escrow Agent shall deliver to MD from time to time such records and information which are available to Escrow Agent and are necessary to make the computations of interest contemplated herein.

Payment of Escrow Funds. The Escrow Funds, or portions thereof, shall be paid out by Escrow Agent in accordance with written instructions from MD as follows: (a) to each subscriber, if any, whose subscription has been rejected by MD within five business days after the clearance of those Escrow Funds, that portion of the Escrow Funds attributable to that subscriber as shown on Escrow Agent's records, including any interest earned thereon; (b) to each subscriber, if any, whose Subscription Proceeds have not been contributed to a Partnership prior to the termination of the offering period for Interests in the Partnership, and any subscriber who may be rejected as an Investor Partner subsequent to the period described in Subsection (a) of this Section 4, that portion of the Escrow Funds attributable to the rejected subscriber as shown on Escrow Agent's records together with any interest attributable thereto (as calculated by MD); (c) to each subscriber, if any, whose subscription has been reduced, that portion of the Escrow Funds equal to the amount of such reduction attributable thereto as shown on Escrow Agent's records; (d) to MD for distribution to each subscriber within 60 days of closing of a Partnership, that portion of accrued and unpaid interest on the Escrow Funds relating to that Partnership, which Escrow Funds were deposited no fewer than five business days prior to the termination of the offering of Interests in that Partnership, attributable to that subscriber as shown on Escrow Agent's records; and (e) to an account for a Partnership all remaining Escrow Funds attributable to that Partnership. Notwithstanding the foregoing, no portion of the Escrow Funds may be paid to a Partnership unless the Escrow Agent shall have the excess of $1,000,000 in Escrow Funds with respect to the Partnership and MD informs the Escrow Agent in writing that aggregate Subscription Proceeds for Interests in such Partnership of $1,000,000 or more have been received and cleared from subscribers that MD initially approves as suitable to be Investor Partners (as set forth in the Statement) in the Partnership. Notwithstanding the provisions of this Section 4, or any other provision of this Escrow Agreement, after the Escrow Agent shall have in excess of $1,000,000 in Escrow Funds with respect to a Partnership and MD informs the Escrow Agent in writing that aggregate Subscription Proceeds for Interests in that Partnership of $1,000,000 or more have been received and cleared by Escrow Agent, upon the written request of MD, Escrow Agent shall disburse all or any portion of the Escrow Funds to an account established by MD for the Partnership. Notwithstanding anything contained herein to the contrary, it is expressly contemplated by MD and the Escrow Agent that MD shall be solely responsible for all computations and disbursements of interest and the preparation and mailing of all forms with respect thereto, including without limitation Form 1099 as is contemplated in Subsections (b), (c), and (d) of this Section 4. The Escrow Agent shall deliver to MD from time to time such records and information which are available to Escrow Agent and are necessary to make the computations of interest contemplated herein.are

Payment of Escrow Funds. The Escrow Funds, or portions thereof, shall be paid out by Escrow Agent in accordance with written instructions from MD as follows: (a) to each subscriber, if any, whose subscription has been rejected by MD within five business days after the clearance of those Escrow Funds, that portion of the Escrow Funds attributable to that subscriber as shown on Escrow Agent's records, including any interest earned thereon; (b) to each subscriber, if any, whose Subscription Proceeds have not been contributed to a the Partnership prior to the termination of the offering period for Interests in the Partnership, and any subscriber who may be rejected as an Investor Partner subsequent to the period described in Subsection (a) of this Section 4, that portion of the Escrow Funds attributable to the rejected subscriber as shown on Escrow Agent's records together with any interest attributable thereto (as calculated by MD); (c) to each subscriber, if any, whose subscription has been reduced, that portion of the Escrow Funds equal to the amount of such reduction attributable thereto as shown on Escrow Agent's records; (d) to MD for distribution to each subscriber within 60 days of closing of a the Partnership, that portion of accrued and unpaid interest on the Escrow Funds relating to that such Partnership, which Escrow Funds were deposited no fewer than five business days prior to the termination of the offering of Interests in that the Partnership, attributable to that subscriber as shown on Escrow Agent's records; and (e) to an account for a the Partnership all remaining Escrow Funds attributable to that the Partnership. Notwithstanding the foregoing, no portion of the Escrow Funds may be paid to a the Partnership unless the Escrow Agent shall have the in excess of $1,000,000 5,000,000 in Escrow Funds with respect to the Partnership and MD informs the Escrow Agent in writing that aggregate Subscription Proceeds for Interests in such the Partnership of $1,000,000 5,000,000 or more have been received and cleared from subscribers that MD initially approves as suitable to be Investor Partners (as set forth such term is defined in the Statement) in the that Partnership. Notwithstanding the provisions of this Section 4, or any other provision of this Escrow Agreement, after the Escrow Agent shall have in excess of $1,000,000 5,000,000 in Escrow Funds with respect to a that Partnership and MD informs the Escrow Agent in writing that aggregate Subscription Proceeds for Interests in that such Partnership of $1,000,000 5,000,000 or more have been received and cleared by Escrow Agent, upon the written request of MD, Escrow Agent shall disburse all or any portion of the Escrow Funds to an account established by MD for the Partnership. Notwithstanding anything contained herein to the contrary, it is expressly contemplated by MD and the Escrow Agent that MD shall be solely responsible for all computations and disbursements of interest and the preparation and mailing of all forms with respect thereto, including without limitation Form 1099 as is contemplated in Subsections (b), (c), and (d) of this Section 4. The Escrow Agent shall deliver to MD from time to time such records and information which are available to Escrow Agent and are necessary to make the computations of interest contemplated herein.

Payment of Escrow Funds. The At the Closing, Buyer shall deposit with the escrow Agent (the “Escrow Agent”) designated in an escrow agreement (the “Escrow Agreement”) to be entered into at Closing in form and substance reasonably acceptable to the Parties, the sum of Sixteen Million Eight Hundred Fifty Thousand Dollars ($16,850,000) (the “Escrow Funds, or portions thereof, ”) as support for the payment and discharge of all Liabilities of the Companies and any indemnification obligations of Seller. The parties hereby acknowledge and agree that the Escrow Agreement shall be paid out by Escrow Agent in accordance with written instructions from MD as follows: call for: (a) the Escrow Funds to each subscriberbe held in escrow until (i) the Neda Release Date at which time the sum of Three Million Four Hundred Thousand Dollars ($3,400,000) will be released to Seller, (ii) the Vessel Launch Date at which time Six Million Six Hundred Thousand Dollars ($6,6000,000) of the Escrow Funds will be released to Seller, and (iii) the Vessel Delivery Date at which time Six Million Six Hundred Thousand Dollars ($6,6000,000) of the Escrow Funds will be released to Seller, and (iv) the Anemi Transfer Date at which time the sum of Two Hundred-Fifty Thousand Dollars ($250,000) will be released to Seller ((i), (ii), (iii) and (iv) collectively, the “Escrow Release Amounts”); provided, however, that if (i) the Escrow Funds in excess of the Escrow Release Amount have previously been applied by Buyer to satisfy Liabilities and indemnity Claims, (ii) there are any Liabilities then remaining and indemnity Claims then pending which in the aggregate are reasonably expected to exceed the estimated amount of any remaining Liabilities or pending indemnity Claims or (iii) the amount of Escrow Funds previously applied to satisfy Liabilities and indemnity Claims plus the reasonable amount of any remaining Liabilities and pending indemnity Claims taken together exceeds the Escrow Release Amount, then a lesser amount shall be released to Seller, if any, whose subscription has been rejected by MD within five business days after such that in no case shall Escrow Funds be distributed to Seller that will result in the clearance of those remaining Escrow FundsFunds being less than the Escrow Release Amount; provided further that should the Neda Release Date fall before the Closing Date, that portion of the Escrow Funds attributable to that subscriber as shown on Escrow Agent's records, including any interest earned thereon; shall be decreased by the amount set forth in (i) above; (b) any remaining Escrow Funds to each subscriber, if any, whose Subscription Proceeds have not been contributed to a Partnership prior to be held in escrow until the termination first anniversary of the offering period for Interests in the PartnershipClosing Date; provided, and any subscriber who may be rejected as an Investor Partner subsequent to the period described in Subsection (a) of this Section 4however, that portion of the if there are any Liabilities remaining and indemnity Claims pending on such date, Escrow Funds attributable in an amount sufficient to cover the rejected subscriber reasonably expected amount of such Liabilities and Claims shall continue to be held in escrow until such time as shown on Escrow Agent's records together with any interest attributable thereto (as calculated by MD)such Liabilities and Claims are fully and finally resolved; and (c) to each subscriber, if any, whose subscription has been reduced, that portion of the Escrow Funds equal to the amount of such reduction attributable thereto as shown on Escrow Agent's records; (d) to MD for distribution to each subscriber within 60 days of closing of a Partnership, that portion of any interest accrued and unpaid interest on the Escrow Funds relating to that Partnership, which Escrow Funds were deposited no fewer than five business days prior to the termination of the offering of Interests in that Partnership, attributable to that subscriber as shown on Escrow Agent's records; and (e) to an account for a Partnership all remaining Escrow Funds attributable to that Partnership. Notwithstanding the foregoing, no portion of the Escrow Funds may be paid to a Partnership unless the Escrow Agent shall have the excess of $1,000,000 in Escrow Funds with respect to the Partnership and MD informs the Escrow Agent in writing that aggregate Subscription Proceeds for Interests in such Partnership of $1,000,000 or more have been received and cleared from subscribers that MD initially approves as suitable to be Investor Partners (as set forth in the Statement) in the Partnership. Notwithstanding the provisions of this Section 4, or any other provision of this Escrow Agreement, after the Escrow Agent shall have in excess of $1,000,000 in Escrow Funds with respect credited to a Partnership and MD informs the Escrow Agent in writing that aggregate Subscription Proceeds for Interests in that Partnership of $1,000,000 or more have been received and cleared by Escrow Agent, upon the written request of MD, Escrow Agent shall disburse all or any portion of the Escrow Funds to an account established by MD for the Partnership. Notwithstanding anything contained herein to the contrary, it is expressly contemplated by MD and the Escrow Agent that MD shall be solely responsible for all computations and disbursements of interest and the preparation and mailing of all forms with respect thereto, including without limitation Form 1099 as is contemplated in Subsections (b), (c), and (d) of this Section 4. The Escrow Agent shall deliver to MD from time to time such records and information which are available to Escrow Agent and are necessary to make the computations of interest contemplated hereinSeller.

Payment of Escrow Funds. The Escrow Funds, or portions thereof, shall be paid out by Escrow Agent in accordance with written instructions from MD as follows: (a) to each subscriber, if any, whose subscription has been rejected by MD within five business days after the clearance of those Escrow Funds, that portion of the Escrow Funds attributable to that subscriber as shown on Escrow Agent's records, including any interest earned thereon; (b) to each subscriber, if any, whose Subscription Proceeds have not been contributed to a the Partnership prior to the termination of the offering period for Interests in the Partnership, and any subscriber who may be rejected as an Investor Partner subsequent to the period described in Subsection (a) of this Section 4, that portion of the Escrow Funds attributable to the rejected subscriber as shown on Escrow Agent's records together with any interest attributable thereto (as calculated by MD); (c) to each subscriber, if any, whose subscription has been reduced, that portion of the Escrow Funds equal to the amount of such reduction attributable thereto as shown on Escrow Agent's records; (d) to MD for distribution to each subscriber within 60 days of closing of a the Partnership, that portion of accrued and unpaid interest on the Escrow Funds relating to that such Partnership, which Escrow Funds were deposited no fewer than five business days prior to the termination of the offering of Interests in that the Partnership, attributable to that subscriber as shown on Escrow Agent's records; and (e) to an account for a the Partnership all remaining Escrow Funds attributable to that the Partnership. Notwithstanding the foregoing, no portion of the Escrow Funds may be paid to a the Partnership unless the Escrow Agent shall have the in excess of $1,000,000 in Escrow Funds with respect to the Partnership and MD informs the Escrow Agent in writing that aggregate Subscription Proceeds for Interests in such the Partnership of $1,000,000 or more have been received and cleared from subscribers that MD initially approves as suitable to be Investor Partners (as set forth such term is defined in the Statement) in the that Partnership. Notwithstanding the provisions of this Section 4, or any other provision of this Escrow Agreement, after the Escrow Agent shall have in excess of $1,000,000 in Escrow Funds with respect to a that Partnership and MD informs the Escrow Agent in writing that aggregate Subscription Proceeds for Interests in that such Partnership of $1,000,000 or more have been received and cleared by Escrow Agent, upon the written request of MD, Escrow Agent shall disburse all or any portion of the Escrow Funds to an account established by MD for the Partnership. Notwithstanding anything contained herein to the contrary, it is expressly contemplated by MD and the Escrow Agent that MD shall be solely responsible for all computations and disbursements of interest and the preparation and mailing of all forms with respect thereto, including without limitation Form 1099 as is contemplated in Subsections (b), (c), and (d) of this Section 4. The Escrow Agent shall deliver to MD from time to time such records and information which are available to Escrow Agent and are necessary to make the computations of interest contemplated herein.

Payment of Escrow Funds. (a) The Escrow Funds, or portions thereof, Agent shall be paid out by pay the Escrow Agent Funds to the Participating Common Holders in accordance with written instructions from MD as follows: (a) this Section 2.10 and pursuant to each subscriber, if any, whose subscription has been rejected by MD within five business days after the clearance of those Escrow Funds, that portion terms and conditions of the Escrow Funds attributable to that subscriber as shown on Escrow Agent's recordsAgreement. On each payment date specified below, including any interest earned thereon; (b) to each subscriber, if any, whose Subscription Proceeds have not been contributed to a Partnership prior to the termination of the offering period for Interests in the Partnership, and any subscriber who may be rejected as an Investor Partner subsequent to the period described in Subsection (a) of this Section 4, that portion of the Escrow Funds attributable to the rejected subscriber as shown on Escrow Agent's records together with any interest attributable thereto (as calculated by MD); (c) to each subscriber, if any, whose subscription has been reduced, that portion of the Escrow Funds equal to the amount of such reduction attributable thereto as shown on Escrow Agent's records; (d) to MD for distribution to each subscriber within 60 days of closing of a Partnership, that portion of accrued and unpaid interest on the Escrow Funds relating to that Partnership, which Escrow Funds were deposited no fewer than five business days prior to the termination of the offering of Interests in that Partnership, attributable to that subscriber as shown on Escrow Agent's records; and (e) to an account for a Partnership all remaining Escrow Funds attributable to that Partnership. Notwithstanding the foregoing, no portion of the Escrow Funds may be paid to a Partnership unless the Escrow Agent shall have the excess of $1,000,000 in Escrow Funds with respect pay to each Participating Common Holder an amount equal to the Partnership and MD informs product of (a) such Participating Common Holder's Pro Rata Share multiplied by (b) the Escrow Agent in writing that aggregate Subscription Proceeds for Interests in such Partnership of $1,000,000 or more have been received and cleared from subscribers that MD initially approves as suitable to be Investor Partners (as set forth in the Statement) in the Partnership. Notwithstanding the provisions of this Section 4, or any other provision of this Escrow Agreement, after the Escrow Agent shall have in excess of $1,000,000 in Escrow Funds with respect to a Partnership and MD informs the Escrow Agent in writing that aggregate Subscription Proceeds for Interests in that Partnership of $1,000,000 or more have been received and cleared by Escrow Agent, upon the written request of MD, Escrow Agent shall disburse all or any portion amount of the Escrow Funds to an account established by MD for the Partnership. Notwithstanding anything contained herein be paid on such payment date pursuant to the contrarythis Section 2.10, it is expressly contemplated by MD and the Escrow Agent that MD shall be solely responsible for all computations and disbursements of interest and the preparation and mailing of all forms with respect thereto, including without limitation Form 1099 as is contemplated in Subsections reduced pursuant to paragraph (b), (c), and ) or (d) below, as appropriate. (b) On the first anniversary of this the Closing Date, the Participating Common Holders shall be paid an amount (the "Anniversary Escrow Payment") equal to the Escrow Funds remaining, less (i) the amount of any unresolved claims for indemnification under Section 4. 11.1 other than claims related to any 1998 Matters and, with respect to a particular Participating Common Holder, any claims for indemnification against such Participating Holder under Section 11.2 (collectively, "Unresolved Claims") and (ii) either (x) $1 million unless, by such time, either the applicable statute of limitations has expired without challenge with respect to the 1998 Matters or the IRS has challenged and resolved the 1998 Matters (the "1998 Holdback"), or (y) if resolved, the amount, if any, required to be paid to resolve the 1998 Matters (unless previously paid from the Escrow Funds). (c) On the date that is the earlier of (x) five Business Days after the date on which the applicable statute of limitations has expired without challenge with respect to the 1998 Matters or (y) if the IRS has challenged the manner in which the Company has accounted for the 1998 Matters, five Business Days after the date on which such challenge has been resolved and is final, an amount equal to the Escrow Funds remaining, less (i) $1,400,000, if the Anniversary Escrow Payment has not been made, (ii) the amount of any then Unresolved Claims (not including amounts required to be paid to resolve the 1998 Matters) and (iii) the amount, if any, required to be paid to resolve the 1998 Matters (unless previously paid from Escrow Funds). (d) To the extent that any payment to the Participating Common Holders pursuant to clauses (b) or (c) above is reduced as a result of the pendency of an Unresolved Claim, the parties hereto agree to pay to the Participating Common Holders an amount equal to the difference between the amount so withheld and the amount, if any, finally agreed to be owing to the Buyer in respect of such Unresolved Claim (if less than the amount withheld) within five Business Days of the resolution of such Unresolved Claim. (e) The Holders' Representative and the Buyer shall provide joint written directions to the Escrow Agent on each of the foregoing dates as to the amount of Escrow Funds to be disbursed on such date. (f) Upon the payment of any principal amounts due under any Axxess Notes being held in escrow, such payments shall deliver be made directly to MD the Escrow Agent, and such amounts shall thereafter be deemed a portion of the Escrow Funds. All payments to be made from time the Escrow Funds to time Participating Common Holders shall be made via delivery to such records Participating Common Holder of a Axxess Note having an aggregate principal amount equal to the product of (x) such Participating Common Holder's Pro Rata Escrow Share and information which are available (y) the applicable aggregate Escrow Fund payment amount or if such Axxess Notes have been repaid and replaced with cash, a cash payment in the same amount. For purposes of any Escrow Fund payments in Axxess Notes, the value of the Axxess Notes for purposes of determining the amount of any compensation payable shall be the principal amount thereof . Notwithstanding anything herein to the contrary, at the end of each 12-month period, any "in kind" or "PIK" interest paid in respect of Axxess Notes being held in escrow shall be paid directly to the holders of such Axxess Notes. (g) Any payments to be made from the Escrow Funds to any Buyer Indemnified Party for any Claims to be paid to such Buyer Indemnified Party from the Escrow Funds pursuant to Section 11.4 shall be made via a reduction of the principal amount of each Axxess Note held by the Escrow Agent in an amount equal to the product of (x) the Participating Common Holder's Pro Rata Share that holds each such Axxess Note and are necessary to make (y) the computations aggregate amount of interest contemplated hereinsuch payment of Escrow Funds, or if such Axxess Notes have been repaid and replaced with cash, a cash payment in the same amount.

Payment of Escrow Funds. The Escrow Funds, or portions thereof, shall be paid out by Escrow Agent in accordance with written instructions from MD as follows: (a) to each subscriber, if any, whose subscription has been rejected by MD within five business days after the clearance of those Escrow Funds, that portion of the Escrow Funds attributable to that subscriber as shown on Escrow Agent's records, including any interest earned thereon; (b) to each subscriber, if any, whose Subscription Proceeds have not been contributed to a the Partnership prior to the termination of the offering period for Interests in the Partnership, and any subscriber who may be rejected as an Investor Partner subsequent to the period described in Subsection (a) of this Section 4, that portion of the Escrow Funds attributable to the rejected subscriber as shown on Escrow Agent's records together with any interest attributable thereto (as calculated by MD); (c) to each subscriber, if any, whose subscription has been reduced, that portion of the Escrow Funds equal to the amount of such reduction attributable thereto as shown on Escrow Agent's records; (d) to MD for distribution to each subscriber within 60 days of closing of a the Partnership, that portion of accrued and unpaid interest on the Escrow Funds relating to that the Partnership, which Escrow Funds were deposited no fewer than five business days prior to the termination of the offering of Interests in that the Partnership, attributable to that subscriber as shown on Escrow Agent's records; and (e) to an account for a the Partnership all remaining Escrow Funds attributable to that the Partnership. Notwithstanding the foregoing, no portion of the Escrow Funds may be paid to a the Partnership unless the Escrow Agent shall have the excess of $1,000,000 in Escrow Funds with respect to the Partnership and MD informs the Escrow Agent in writing that aggregate Subscription Proceeds for Interests in such the Partnership of $1,000,000 or more have been received and cleared from subscribers that MD initially approves as suitable to be Investor Partners (as set forth such term is defined in the Statement) in the Partnership. Notwithstanding the provisions of this Section 4, or any other provision of this Escrow Agreement, after the Escrow Agent shall have in excess of $1,000,000 in Escrow Funds with respect to a the Partnership and MD informs the Escrow Agent in writing that aggregate Subscription Proceeds for Interests in that the Partnership of $1,000,000 or more have been received and cleared by Escrow Agent, upon the written request of MD, Escrow Agent shall disburse all or any portion of the Escrow Funds to an account established by MD for the Partnership. Notwithstanding anything contained herein to the contrary, it is expressly contemplated by MD and the Escrow Agent that MD shall be solely responsible for all computations and disbursements of interest and the preparation and mailing of all forms with respect thereto, including without limitation Form 1099 as is contemplated in Subsections (b), (c), and (d) of this Section 4. The Escrow Agent shall deliver to MD from time to time such records and information which are available to Escrow Agent and are necessary to make the computations of interest contemplated herein.are

Payment of Escrow Funds. The Escrow Funds, or portions thereof, shall be paid out by Escrow Agent in accordance with written instructions from MD as follows: (a) to each subscriber, if any, whose subscription has been rejected by MD within five business days after the clearance of those Escrow Funds, that portion of the Escrow Funds attributable to that subscriber as shown on Escrow Agent's ’s records, including any interest earned thereon; (b) to each subscriber, if any, whose Subscription Proceeds have not been contributed to a the Partnership prior to the termination of the offering period for Interests in the Partnership, and any subscriber who may be rejected as an Investor Partner subsequent to the period described in Subsection (a) of this Section 4, that portion of the Escrow Funds attributable to the rejected subscriber as shown on Escrow Agent's ’s records together with any interest attributable thereto (as calculated by MD); (c) to each subscriber, if any, whose subscription has been reduced, that portion of the Escrow Funds equal to the amount of such reduction attributable thereto as shown on Escrow Agent's ’s records; (d) to MD for distribution to each subscriber within 60 days of closing of a the Partnership, that portion of accrued and unpaid interest on the Escrow Funds relating to that such Partnership, which Escrow Funds were deposited no fewer than five business days prior to the termination of the offering of Interests in that the Partnership, attributable to that subscriber as shown on Escrow Agent's ’s records; and (e) to an account for a the Partnership all remaining Escrow Funds attributable to that the Partnership. Notwithstanding the foregoing, no portion of the Escrow Funds may be paid to a the Partnership unless the Escrow Agent shall have the in excess of $1,000,000 15,000,000 in Escrow Funds with respect to the Partnership and MD informs the Escrow Agent in writing that aggregate Subscription Proceeds for Interests in such the Partnership of $1,000,000 15,000,000 or more have been received and cleared from subscribers that MD initially approves as suitable to be Investor Partners (as set forth such term is defined in the Statement) in the that Partnership. Notwithstanding the provisions of this Section 4, or any other provision of this Escrow Agreement, after the Escrow Agent shall have in excess of $1,000,000 15,000,000 in Escrow Funds with respect to a that Partnership and MD informs the Escrow Agent in writing that aggregate Subscription Proceeds for Interests in that such Partnership of $1,000,000 15,000,000 or more have been received and cleared by Escrow Agent, upon the written request of MD, Escrow Agent shall disburse all or any portion of the Escrow Funds to an account established by MD for the Partnership. Notwithstanding anything contained herein to the contrary, it is expressly contemplated by MD and the Escrow Agent that MD shall be solely responsible for all computations and disbursements of interest and the preparation and mailing of all forms with respect thereto, including without limitation Form 1099 as is contemplated in Subsections (b), (c), and (d) of this Section 4. The Escrow Agent shall deliver to MD from time to time such records and information which are available to Escrow Agent and are necessary to make the computations of interest contemplated herein.

Payment of Escrow Funds. The Escrow Funds, or portions thereof, shall be paid out by Escrow Agent in accordance with written instructions from MD as follows: (a) to each subscriber, if any, whose subscription has been rejected by MD within five business days after the clearance of those Escrow Funds, that portion of the Escrow Funds attributable to that subscriber as shown on Escrow Agent's records, including any interest earned thereon; (b) to each subscriber, if any, whose Subscription Proceeds have not been contributed to a the Partnership prior to the termination of the offering period for Interests in the Partnership, and any subscriber who may be rejected as an Investor Partner subsequent to the period described in Subsection (a) of this Section 4, that portion of the Escrow Funds attributable to the rejected subscriber as shown on Escrow Agent's records together with any interest attributable thereto (as calculated by MD); (c) to each subscriber, if any, whose subscription has been reduced, that portion of the Escrow Funds equal to the amount of such reduction attributable thereto as shown on Escrow Agent's records; (d) to MD for distribution to each subscriber within 60 days of closing of a the Partnership, that portion of accrued and unpaid interest on the Escrow Funds relating to that the Partnership, which Escrow Funds were deposited no fewer than five business days prior to the termination of the offering of Interests in that the Partnership, attributable to that subscriber as shown on Escrow Agent's records; and (e) to an account for a the Partnership all remaining Escrow Funds attributable to that the Partnership. Notwithstanding the foregoing, no portion of the Escrow Funds may be paid to a the Partnership unless the Escrow Agent shall have the excess of $1,000,000 in Escrow Funds with respect to the Partnership and MD informs the Escrow Agent in writing that aggregate Subscription Proceeds for Interests in such the Partnership of $1,000,000 or more have been received and cleared from subscribers that MD initially approves as suitable to be Investor Partners (as set forth such term is defined in the Statement) in the Partnership. Notwithstanding the provisions of this Section 4, or any other provision of this Escrow Agreement, after the Escrow Agent shall have in excess of $1,000,000 in Escrow Funds with respect to a the Partnership and MD informs the Escrow Agent in writing that aggregate Subscription Proceeds for Interests in that the Partnership of $1,000,000 or more have been received and cleared by Escrow Agent, upon the written request of MD, Escrow Agent shall disburse all or any portion of the Escrow Funds to an account established by MD for the Partnership. Notwithstanding anything contained herein to the contrary, it is expressly contemplated by MD and the Escrow Agent that MD shall be solely responsible for all computations and disbursements of interest and the preparation and mailing of all forms with respect thereto, including without limitation Form 1099 as is contemplated in Subsections (b), (c), and (d) of this Section 4. The Escrow Agent shall deliver to MD from time to time such records and information which are available to Escrow Agent and are necessary to make the computations of interest contemplated herein.

Payment of Escrow Funds. (a) The Escrow Funds, or portions thereof, shall be paid out by Agent agrees to deliver assets held in the Escrow Agent Funds only in accordance with written instructions the terms and conditions set forth herein. (b) Payments shall be made out of the Escrow Funds from MD as follows: (a) to each subscriberthe applicable Escrow Account in accordance with the provisions of this Escrow Agreement and the Merger Agreement. Payments of Transamerica Common Shares, if any, to TOL Stockholders out of any Escrow Fund shall be made to each TOL Stockholder whose subscription has been rejected by MD within five business days after shares of TOL Common Stock were converted into Transamerica Common Shares pursuant to the clearance first sentence of those Escrow Funds, that portion Section 2.1(b) of the Merger Agreement in amounts which constitute the same proportion of the Transamerica Common Shares to be released from the applicable Escrow Funds attributable Fund that the Transamerica Common Shares which each such TOL Stockholder was entitled to that subscriber as shown on Escrow Agent's records, including any interest earned thereon; (b) to each subscriber, if any, whose Subscription Proceeds have not been contributed to a Partnership prior receive pursuant to the termination first sentence of Section 2.1(b) of the offering period for Interests in the Partnership, and any subscriber who may be rejected as an Investor Partner subsequent Merger Agreement bear to the period described in Subsection (aTransamerica Common Shares which all TOL Stockholders whose shares of TOL Common Stock were converted into Transamerica Common Shares pursuant to the first sentence of Section 2.1(b) of this Section 4, that portion of the Escrow Funds attributable Merger Agreement were entitled to the rejected subscriber as shown on Escrow Agent's records together with any interest attributable thereto (as calculated by MD); so receive. (c) to each subscriber, if any, whose subscription has been reduced, that portion Promptly following the conclusion of the Escrow Funds equal 20-day period following delivery by Transamerica to Arthxx xxx Dennxx xx the Closing Report and the completion of the report contemplated by the penultimate sentence of Section 2.5(e) of the Merger Agreement, Transamerica Common Shares shall be distributed to Transamerica and/or TOL Stockholders whose shares were converted into Transamerica Common Shares pursuant to the amount first sentence of Section 2.1(b) of the Merger Agreement, as appropriate, from the Adjustment Escrow Fund to the extent the adjustments to be made pursuant to Sections 2.6(c), 2.6(d), 2.7(c) and 2.7(d) of the Merger Agreement shall have been mutually resolved during such reduction attributable thereto period, so long as shown on thereafter there shall remain in the Adjustment Escrow Agent's records; Fund Transamerica Common Shares having a value, calculated by (d) Transamerica shall not be entitled to MD receive any of the assets held in Escrow Funds A, B or C unless it has delivered a Claims Notice to the Escrow Agent, to Arthxx xxx Dennxx, xx behalf of the TOL Stockholders, and to the TOL Agents stating that Transamerica has a Claim or Claims for distribution all or part of the relevant Escrow Fund and, to each subscriber within 60 the extent reasonably ascertainable, the estimated amount thereof. With respect to any Claim against any of Escrow Funds A, B or C delivered pursuant to Section 2.3 of the Merger Agreement, Arthxx, Xxxxxx xx any TOL Agent shall have fifteen business days of closing from receipt of a Partnership, that portion of accrued and unpaid interest Claims Notice to serve on the Escrow Funds relating Agent, with a copy to Transamerica, a Preliminary Objecting Notice that Partnership, which the TOL Stockholders object to all or part of such Claims against the applicable Escrow Funds were deposited no fewer than five Fund. Arthxx xxx Dennxx xxxll have twenty business days prior to the termination following delivery of the offering Preliminary Objecting Notice to deliver an Objecting Notice to Transamerica. As promptly as practicable following final resolution by agreement or mediation among Arthxx, Xxxxxx xxx Transamerica or final determination by the federal district court in the Northern District of Interests in that Partnership, attributable to that subscriber as shown on Escrow Agent's records; and (e) to an account for a Partnership all remaining Escrow Funds attributable to that Partnership. Notwithstanding California or the foregoing, no portion Superior Court of the Escrow Funds may be paid to a Partnership unless State of California in and for the Escrow Agent shall have City and County of San Francisco of any disputed Claim, as provided in Section 2.3(d) of the excess of $1,000,000 in Escrow Funds with respect to the Partnership and MD informs the Escrow Agent in writing that aggregate Subscription Proceeds for Interests in such Partnership of $1,000,000 or more have been received and cleared from subscribers that MD initially approves as suitable to be Investor Partners (as set forth in the Statement) in the Partnership. Notwithstanding the provisions of this Section 4, or any other provision of this Escrow Merger Agreement, after the Escrow Agent shall have in excess of $1,000,000 in Escrow Funds with respect to a Partnership and MD informs the Escrow Agent in writing that aggregate Subscription Proceeds for Interests in that Partnership of $1,000,000 or more have been received and cleared by Escrow Agent, upon the written request of MD, Escrow Agent shall disburse all or any portion of the Escrow Funds to an account established by MD for the Partnership. Notwithstanding anything contained herein to the contrary, it is expressly contemplated by MD and the Escrow Agent that MD shall be solely responsible for all computations and disbursements of interest and the preparation and mailing of all forms with respect thereto, including without limitation Form 1099 as is contemplated in Subsections (b), (c), and (d) of this Section 4. The Escrow Agent shall deliver to MD from time Transamerica the portion of the relevant Escrow Fund which has been determined is due to time such records and information which are available Transamerica. To the extent that neither Arthxx xxx Dennxx xxx any TOL Agent shall deliver a Preliminary Objecting Notice within fifteen business days following receipt of the Claims Notice (or, if the Claims Notice does not specify the estimated amount thereof, as soon thereafter as the amount of the Claim is ascertainable), or, if the Preliminary Objecting Notice is delivered within the appropriate period provided for in Section 2.3(d) of the Merger Agreement, to the extent that neither Arthxx xxx Dennxx xxxll deliver an Objecting Notice within twenty business days following receipt by Transamerica of the Preliminary Objecting Notice, the Escrow Agent shall deliver to Transamerica the portion of the applicable Escrow Fund which it claimed in the Claims Notice in respect of which no Preliminary Objecting Notice or Objecting Notice, as the case may be, has been received together with all interest actually earned and are necessary distributions made on it (after deduction or provision for any applicable taxes). (e) The assets held in the Adjustment Escrow Fund shall be delivered to make Transamerica and/or distributed by the computations Escrow Agent to the TOL Stockholders whose shares of TOL Common Stock were converted into Transamerica Common Shares pursuant to the first sentence of Section 2.1(b) of the Merger Agreement in accordance with Sections 2.5(e), 2.6(d) and 2.7(d) of the Merger Agreement. (f) For purposes of all Claims against any of the Escrow Funds by Transamerica, the value of each Transamerica Common Share with respect to which a Claim has been made by Transamerica or which Transamerica or the TOL Stockholders whose shares were converted into Transamerica Common Shares pursuant to the first sentence of Section 2.1(b) of the Merger Agreement were otherwise entitled to receive, shall be deemed to be the Deemed Average Share Price, regardless of whether the actual trading price for the Transamerica Common Shares is greater than or lower than the Deemed Average Share Price, which shall be adjusted to account for any split, combination or recapitalization of Transamerica Common Shares. (g) Unless Transamerica shall have theretofore delivered to the Escrow Agent a Claims Notice stating that Transamerica has a Claim or Claims against the applicable Escrow Fund pursuant to Section 2.3 of the Merger Agreement, the amounts then remaining in such Escrow Fund together with interest contemplated herein.earned and distributions actually made on such amounts (after deduction for any applicable taxes) shall, in the case of Escrow Funds A, B and C, be delivered to the TOL Stockholders whose shares of TOL Common Stock were converted into Transamerica Common Shares pursuant to the first sentence of Section 2.1(b) of the Merger Agreement as promptly as practicable after the second anniversary of the Closing Date; provided, however, that to the extent that on such second anniversary there continues to exist an unresolved dispute regarding a Claim by Transamerica under Section 2.3(b) of the Merger Agreement, the portion of the applicable Escrow Fund that represents the amount of Transamerica's Claim shall be retained in such Escrow Fund until any dispute with respect to such claim is finally resolved; provided, further, that Arthxx xxx Dennxx, xx their sole discretion, may extend the period of the Escrow Funds A, B and/or C and/or cause Transamerica Common Shares to be retained in such Escrow Funds for purposes of satisfying any of the indemnification obligations under Section 8.10(b) or 8.11 of the Merger Agreement, in each case in the circumstances specified in Section 8.12 of the Merger Agreement; provided, finally, that any amounts remaining in Escrow Fund B, together with interest earned and distributions actually made on such amounts (after deduction for any applicable taxes), shall be distributed to the TOL Stockholders