Common use of Payments from the Escrow Fund Clause in Contracts

Payments from the Escrow Fund. (a) In connection with each Objection ----------------------------- Event, the Warranty Provider and the Adviser shall jointly notify the Escrow Agent in writing (the "Floor Shortfall Payment Notice") of the amount of the ------------------------------ Floor Shortfall and/or Additional Floor Shortfall, if any, (i) within three Business Days of the date such Floor Shortfall and/or Additional Floor Shortfall is finally determined by an arbitrator (the "Arbitrator") that is ---------- chosen pursuant to Section 4.1(e) of the Financial Warranty Agreement, or (ii) in the event the Warranty Provider and the Adviser agree in writing on the amount of any Floor Shortfall and/or Additional Floor Shortfall prior to the Maturity Date and prior to a final determination of such Floor Shortfall and/or Additional Floor Shortfall by the Arbitrator, within three Business Days of the date of such agreement. Within two Business Days of receipt of the Floor Shortfall Payment Notice, the Escrow Agent shall transfer to the Warranty Provider, by wire transfer in immediately available funds, out of the Escrow Account an amount in cash equal to the Floor Shortfall and/or Additional Floor Shortfall set forth in such Floor Shortfall Payment Notice, together with any interest accrued thereon (the "Floor Shortfall Escrow ----------------------- Amount"). In the event that the amount of the Escrow Fund exceeds the Floor Shortfall Escrow Amount, then the Escrow Agent shall, immediately after payment of the Floor Shortfall Escrow Amount to the Warranty Provider, transfer the remaining amount of funds in the Escrow Account to the Adviser. In the event that the Floor Shortfall Payment Notice notifies the Escrow Agent that no payment is required under the Financial Warranty Agreement, the Escrow Agent shall, within two Business Days of its receipt of the Floor Shortfall Payment Notice, transfer to the Adviser by wire transfer in immediately available funds the Escrow Fund out of the Escrow Account.

Payments from the Escrow Fund. (a) In connection with each Objection ----------------------------- Event, the Warranty Provider and the Adviser shall jointly notify the Escrow Agent in writing (the "Floor Shortfall Payment Notice") of the amount of the ------------------------------ Floor Shortfall and/or Additional Floor Shortfall, if any, (i) within three Business Days of the date such Floor Shortfall and/or Additional Floor Shortfall is finally determined by an arbitrator (the "Arbitrator") that is ---------- chosen pursuant to Section 4.1(e) of the Financial Warranty Agreement, or (ii) in the event the Warranty Provider and the Adviser agree in writing on the amount of any Floor Shortfall and/or Additional Floor Shortfall prior to the Maturity Date and prior to a final determination of such Floor Shortfall and/or Additional Floor Shortfall by the Arbitrator, within three Business Days of the date of such agreement. Within two Business Days of receipt of the Floor Shortfall Payment Notice, the The Escrow Agent shall transfer pay all amounts due under an Adjustment Draw-Down Notice or Draw-Down Request, determined according to the Warranty Providerterms of Section 3(a) and Section 3(b) of this Agreement, by wire transfer in immediately available funds, out releasing to the appropriate Buyer Indemnified Party a portion of the Escrow Account an amount in cash equal Amount with any of the Aggregate Escrow Shares being so released to be valued for such purposes at the Adjusted Closing Date Reference Price and the number of the Aggregate Escrow Shares to be so released to be rounded up to the Floor Shortfall and/or Additional Floor Shortfall set forth in such Floor Shortfall Payment Notice, together with any interest accrued thereon (the "Floor Shortfall Escrow ----------------------- Amount")nearest whole number. In the event that there shall not be any Aggregate Cash Sale Proceeds at the time amounts are due under an Adjustment Draw-Down Notice or Draw-Down Request, then only Aggregate Escrow Shares shall be released unless the Escrow Account does not contain sufficient Aggregate Escrow Shares to satisfy an Adjustment Draw-Down Notice or Draw-Down Request, in which case the Escrow Agent shall release to the appropriate Buyer Indemnified Party all Aggregate Escrow Shares contained in the Escrow Account, and shall pay the remaining balance in cash from the Aggregate Dividend Amount. In the event that there shall be Aggregate Cash Sale Proceeds at the time amounts are due under an Adjustment Draw-Down Notice or Draw-Down Request, then both Aggregate Escrow Shares and Aggregate Cash Sale Proceeds shall be released such that the amount of the Escrow Fund exceeds Aggregate Cash Sale Proceeds so released shall represent the Floor Shortfall Escrow AmountCash Proceeds Percentage of the total amount released. If the amount released pursuant to the immediately preceding sentence is not sufficient to satisfy an Adjustment Draw-Down Notice or Draw-Down Request, then the Escrow Agent shall, immediately after payment shall release to the appropriate Buyer Indemnified Party a sufficient amount of the Floor Shortfall Aggregate Cash Sale Proceeds or the Aggregate Escrow Amount Shares (whichever remains) to pay the remaining balance. If the amount released pursuant to the Warranty Providertwo immediately preceding sentences is not sufficient to satisfy an Adjustment Draw-Down Notice or Draw-Down Request, transfer the remaining amount of funds in the Escrow Account to the Adviser. In the event that the Floor Shortfall Payment Notice notifies then the Escrow Agent that no payment is required under the Financial Warranty Agreement, the Escrow Agent shall, within two Business Days of its receipt of the Floor Shortfall Payment Notice, transfer shall pay to the Adviser by wire transfer appropriate Buyer Indemnified Party the remaining balance in immediately available funds cash from the Escrow Fund out of the Escrow AccountAggregate Dividend Amount.

Payments from the Escrow Fund. (a) In connection with each Objection ----------------------------- Eventthe event that the Final Actual Current Asset Amount is equal to or greater than the Estimated Current Asset Amount, then the Warranty Provider Buyer and the Adviser Sellers shall jointly notify the Escrow Agent in writing to such effect not later than three (3) Business Days following the "Floor Shortfall Payment Notice"determination of the Final Actual Current Asset Amount, and the Escrow Agent shall, within three (3) Business Days after its receipt of such notice, liquidate all investments in the Escrow Account and pay in full to the Sellers in immediately available funds all such amounts as shall be received upon the liquidation of such investments (and any and all other amounts then on deposit in the Escrow Account), less any payments required to be made to the Arbiter from the Escrow Account, immediately upon receipt of such amounts by the Escrow Agent. (b) In the event that the Final Actual Current Asset Amount is less than the Estimated Current Asset Amount, then the Buyer and Sellers shall jointly provide written notice to the Escrow Agent of the amount of the ------------------------------ Floor Shortfall and/or Additional Floor Shortfall, if any, such difference not later than three (i3) within three Business Days of following the date such Floor Shortfall and/or Additional Floor Shortfall is finally on which the Final Actual Current Asset Amount shall have been determined by an arbitrator (the "Arbitrator") that is ---------- chosen pursuant to Section 4.1(e) 3.3 of the Financial Warranty Purchase Agreement, or . Within three (ii3) in the event the Warranty Provider and the Adviser agree in writing on the amount of any Floor Shortfall and/or Additional Floor Shortfall prior to the Maturity Date and prior to a final determination Business Days after its receipt of such Floor Shortfall and/or Additional Floor Shortfall by the Arbitrator, within three Business Days of the date of such agreement. Within two Business Days of receipt of the Floor Shortfall Payment Noticenotice, the Escrow Agent shall liquidate all investments in the Escrow Account and shall transfer to the Warranty ProviderBuyer Parties, by wire transfer in immediately available funds, out of the Escrow Account an amount in cash equal to the Floor Shortfall and/or Additional Floor Shortfall set forth amount specified in such Floor Shortfall Payment Noticenotice, together with any interest accrued thereon (provided that such payment shall not exceed the "Floor Shortfall Escrow ----------------------- Amount"). In the event that the amount of the Escrow Fund exceeds the Floor Shortfall Escrow Amount, then the Escrow Agent shall, immediately after payment of the Floor Shortfall Escrow Amount to the Warranty Provider, transfer the remaining amount of funds in the Escrow Account less any payments required to be made to the AdviserArbiter from the Escrow Account. (c) In the event that the Floor Shortfall Payment Notice notifies Sellers are required to make any payment to the Arbiter under Section 3.3 of the Purchase Agreement, the Sellers shall provide written notice to the Escrow Agent that no of the amount of such payment is required under not later than three (3) Business Days following the Financial Warranty Agreementdetermination of the Final Actual Current Asset Amount, and within three (3) Business Days after receipt of such notice, the Escrow Agent shall, within two Business Days of its receipt of the Floor Shortfall Payment Notice, shall transfer to the Adviser Arbiter by wire transfer in immediately available funds the Escrow Fund funds, out of the Escrow Account an amount in cash equal to the amount specified in such notice. (d) Immediately upon the payment in full of the amounts set forth in subsection (b) above to the Buyer Parties and subsection (c) above to the Arbiter (if applicable), the Escrow Agent shall transfer to the Sellers any and all amounts remaining in the Escrow Account. 5.

Payments from the Escrow Fund. (a) In connection with each Objection ----------------------------- Event, the Warranty Provider and the Adviser shall jointly notify the Escrow Agent in writing (the "Floor Shortfall Payment Notice") of the amount of the ------------------------------ Floor Shortfall and/or Additional Floor Shortfall, if any, (i) within three Business Days of the date such Floor Shortfall and/or Additional Floor Shortfall is finally determined by an arbitrator (the "Arbitrator") that is ---------- chosen pursuant to Section 4.1(e) of the Financial Warranty Agreement, or (ii) in the event the Warranty Provider and the Adviser agree in writing on the amount of any Floor Shortfall and/or Additional Floor Shortfall prior to the Maturity Date and prior to a final determination of such Floor Shortfall and/or Additional Floor Shortfall by the Arbitrator, within three Business Days of the date of such agreement. Within two Business Days of receipt of the Floor Shortfall Payment Notice, the Escrow Agent shall transfer to the Warranty Provider, by wire transfer in immediately available funds, out of the Escrow Account an amount in cash equal to the Floor Shortfall and/or Additional Floor Shortfall set forth in such Floor Shortfall Payment Notice, together with any interest accrued thereon (the "Floor Shortfall Escrow ----------------------- Amount"). In the event that the amount of the Escrow Fund exceeds the Floor Shortfall Escrow Amount, then the Escrow Agent shall, immediately after payment of the Floor Shortfall Escrow Amount to the Warranty Provider, transfer the remaining amount of funds in the Escrow Account to the Adviser. In the event that the Floor Shortfall Payment Notice notifies the Escrow Agent that no payment is required under the Financial Warranty Agreement, the Escrow Agent shall, within two Business Days of its receipt of the Floor Shortfall Payment Notice, transfer to the Adviser by wire transfer in immediately available funds the Escrow Fund out of the Escrow Account.