Common use of Post-Closing Escrow Clause in Contracts

Post-Closing Escrow. (a) At Closing, Buyer shall deposit the Escrow Amount with the Escrow Agent pursuant to the terms of this Agreement and the Escrow Agreement. (b) The Escrow Amount will be utilized solely to satisfy any indemnification obligations of the Members to Buyer under Section 13.2 and to cover other amounts that can expressly be paid out of the Escrow Amount in accordance with the terms of this Agreement. The Escrow Agreement shall, subject to paragraph (c) of this Section 13.6, terminate upon the expiration of the General Survival Period, subject to continuation for disputed claims (the “Escrow Term”). The Escrow Agreement shall provide that the Escrow Amount may be drawn upon by Buyer, its successors or assigns solely for the purpose of satisfying any indemnification obligations of the Members under Section 13.2 and to cover other amounts that can expressly be paid from the Escrow Amount in accordance with the terms of this Agreement. (c) If Buyer asserts a claim against the Escrow Amount under this Article XIII and the Member Representative does not dispute such claim, Buyer shall be entitled to indemnification by the Members in accordance with this Article XIII, including the right to receive from the Escrow Amount a number of Common Units being held in the Escrow Account equal to the quotient of Damages for which Buyer is entitled for such claim under this Article XIII divided by the Closing Date Common Unit Value. If, however, the Member Representative disputes such claim, Buyer shall receive the undisputed portion thereof, if any, in accordance with the formula set forth in the previous sentence but shall not be entitled to receive any such disputed portion thereof from the Escrow Amount with respect to such claim prior to resolution of such Dispute and, if such Dispute extends beyond the expiration of the Escrow Term, the term of the Escrow Term will be automatically extended as provided in paragraph (d) of this Section 13.6. (d) Provided the indemnification obligations of the Members for claims of indemnification under this Article XIII of which the Member Representative has been notified prior to the expiration of the Escrow Term have been satisfied and no Dispute then exists as to any claim for indemnification by Buyer for such claims, the balance of the Escrow Amount will be released to the Member Representative for distribution to the Members on the first Business Day immediately following the expiration of the Escrow Term. To the extent there does exist a claim for indemnification by Buyer of which the Member Representative has been notified, which claim has not been satisfied in full in accordance herewith prior to the expiration of the Escrow Term, an amount equal to the reasonable estimate of the amount of such claim hereunder by Buyer will be withheld from the balance of the Escrow Amount and will continue to be held by the Escrow Agent pursuant to the terms of the Escrow Agreement until such claim has been fully resolved and the Escrow Term shall be deemed to be extended accordingly and the balance of the Escrow Amount will be released to the Member Representative for distribution to the Members. Distributions declared and paid on the escrowed Common Units shall be delivered to the Escrow Agent and the Escrow Agent shall, promptly upon receipt of such distributions, release such distributions to the Member Representative. (e) The Parties shall execute and deliver such instruction notices and letters in writing to the Escrow Agent, and take such other actions, as may be reasonably requested, to implement the terms hereof and to disburse the Escrow Amount as contemplated herein. (f) The Parties acknowledge that the Escrow Amount has been established to provide assets that will be available as a source of recovery by Buyer but that the Escrow Amount is not intended to establish any cap or limit on the Members’ obligations resulting from a Buyer Indemnified Claim, other than with respect to Buyer Indemnified Claims arising under Section 13.2(a)(i) that do not relate to Fundamental Representations and Warranties or fraud. (g) The fees and expenses payable to the Escrow Agent pursuant to the Escrow Agreement shall be split equally between Buyer and the Member Representative.

Post-Closing Escrow. (a) At the Closing, Buyer the Purchaser shall deposit deliver the Escrow Amount with Escrowed Closing Consideration to an escrow agent agreed upon by the Escrow Agent pursuant to the terms of this Agreement Purchaser and the Escrow Agreement. (b) The Escrow Amount will be utilized solely to satisfy any indemnification obligations of the Members to Buyer under Section 13.2 and to cover other amounts that can expressly be paid out of the Escrow Amount in accordance with the terms of this Agreement. The Escrow Agreement shall, subject to paragraph (c) of this Section 13.6, terminate upon the expiration of the General Survival Period, subject to continuation for disputed claims Company (the “Escrow TermAgent”). The Escrow Agreement shall provide that the Escrow Amount may be drawn upon by Buyer, its successors or assigns solely for the purpose of satisfying any indemnification obligations of the Members under Section 13.2 and to cover other amounts that can expressly be paid from the Escrow Amount in accordance with the terms of this Agreement. (c) If Buyer asserts a claim against the Escrow Amount under this Article XIII and the Member Representative does not dispute such claim, Buyer shall be entitled to indemnification by the Members in accordance with this Article XIII, including the right to receive from the Escrow Amount a number of Common Units being held in the Escrow Account equal to the quotient of Damages for which Buyer is entitled for such claim under this Article XIII divided by the Closing Date Common Unit Value. If, however, the Member Representative disputes such claim, Buyer shall receive the undisputed portion thereof, if any, in accordance with the formula set forth in the previous sentence but shall not be entitled to receive any such disputed portion thereof from the Escrow Amount with respect to such claim prior to resolution of such Dispute and, if such Dispute extends beyond the expiration of the Escrow Term, the term of the Escrow Term will be automatically extended as provided in paragraph (d) of this Section 13.6. (d) Provided the indemnification obligations of the Members for claims of indemnification under this Article XIII of which the Member Representative has been notified prior to the expiration of the Escrow Term have been satisfied and no Dispute then exists as to any claim for indemnification by Buyer for such claims, the balance of the Escrow Amount will be released to the Member Representative for distribution to the Members on the first Business Day immediately following the expiration of the Escrow Term. To the extent there does exist a claim for indemnification by Buyer of which the Member Representative has been notified, which claim has not been satisfied in full in accordance herewith prior to the expiration of the Escrow Term, an amount equal to the reasonable estimate of the amount of such claim hereunder by Buyer will be withheld from the balance of the Escrow Amount and will continue to be held by the Escrow Agent on behalf of the Members and as collateral to secure the rights of the Purchaser pursuant to this Section 1.4 and of the Indemnified Parties under ARTICLE X. The Escrowed Closing Consideration shall be held pursuant to the terms provisions of an escrow agreement to be entered into among the Purchaser, the Escrow Agent and the Members’ Representative (the “Escrow Agreement”) for a period beginning on the Closing Date and ending at the expiration of the Escrow Agreement until Period as defined in the next sentence (the “Escrow Period”) so long as claim(s) under ARTICLE X are made prior to the end of the Escrow Period. The Escrow Period shall expire as follows: (i) with respect to Purchaser Common Stock to be received all Members other than Xxxxxxx Xxxxxxx and Dr. Xxxxxx Xxxxxxxx, (x) on the one year anniversary of the Closing Date with respect to seventy percent of the Purchaser Common Stock to be received by them and (y) five days after the effective date of a registration statement registering such claim shares with respect to thirty percent of the Purchaser Common Stock to be received by them; (ii) with respect to Purchaser Common Stock to be received by Dr. Xxxxxx Xxxxxxxx, (w) on the two year anniversary of the Closing Date with respect to fifty percent of the Purchaser Common Stock to be received by him; (x) on the one year anniversary of the Closing Date with respect to twenty percent of the Purchaser Common Stock to be received by him; (y) five days after the effective date of a registration statement registering such shares with respect to thirty percent of the Purchaser Common Stock to be received by him; or (z) in the event his employment is terminated by Purchaser without cause, on the date of such termination; and (iii) with respect to Purchaser Common Stock to be received by Xxxxxxx Xxxxxxx (y) on the two year anniversary of the Closing Date or (z) in the event his employment is terminated by Purchaser without cause, on the date of such termination. (b) Any of the Escrowed Closing Consideration not previously released by the Escrow Agent as of the expiration of the Escrow Period shall be released by the Escrow Agent to the Members’ Representative, in trust for the Members; provided, however, that in the event Purchaser or any Indemnified Party has been fully resolved made one or more claim(s) under ARTICLE X prior to the end of the Escrow Period, then, in accordance with and subject to the terms and conditions of the Escrow Agreement, the Escrow Period shall continue (and the Escrow Term Agent will continue to hold the portion of the Escrowed Closing Consideration in escrow as is equal to the aggregate claimed amounts) until the full and final resolution of such claim(s). For purposes of the escrow and the Escrow Agreement, the value of each Closing Share as of a particular date shall be deemed to be extended accordingly and equal to the balance VWAP Per Share Price as of such date. By virtue of the Escrow Amount will be released to the execution of this Agreement or a Joinder Agreement by a Member, without any further act of any Member, such Member Representative for distribution to the Members. Distributions declared and paid on the escrowed Common Units shall be delivered deemed to have consented to and approved (A) the use of the Escrowed Closing Consideration as collateral to secure the rights of the Purchaser pursuant to this Section 1.4 in the manner set forth herein and in the Escrow Agent Agreement, (B) the use of the Escrowed Closing Consideration as collateral to secure the rights of the Indemnified Parties under ARTICLE X in the manner set forth herein and in the Escrow Agent shall, promptly upon receipt of such distributions, release such distributions to the Member Representative. (e) The Parties shall execute and deliver such instruction notices and letters in writing to the Escrow AgentAgreement, and take such other actions, as may be reasonably requested, to implement (C) the terms hereof and to disburse the Escrow Amount as contemplated herein. (f) The Parties acknowledge that the Escrow Amount has been established to provide assets that will be available as a source appointment of recovery by Buyer but that the Escrow Amount is not intended to establish any cap or limit on the Members’ obligations resulting from a Buyer Indemnified Claim, other than with respect to Buyer Indemnified Claims arising Representative as the representative under Section 13.2(a)(i) that do not relate to Fundamental Representations and Warranties or fraud. (g) The fees and expenses payable to the Escrow Agent pursuant to the Escrow Agreement shall be split equally between Buyer of the Members under this Agreement and as the Member Representativeattorney-in-fact and agent for and on behalf of such Member.

Post-Closing Escrow. (a) At Closing, Buyer Seller and Purchaser hereby agree that Purchaser shall deposit on the Escrow Amount Closing Date a portion of the Purchase Price in an amount equal to Three Million and 00/100 ($3,000,000.00) Dollars (which amount may be subject to increase pursuant to Section 8.4.2), with the Escrow Agent pursuant to an escrow agreement in the form attached hereto as Exhibit J (the “Post-Closing Escrow Agreement”), which sum (as so increased, if applicable) shall hereinafter be referred to as the “Post Closing Escrow”. The Post Closing Escrow shall be held by Escrow Agent in a separate interest-bearing account pursuant to the terms of this the Post-Closing Escrow Agreement and all earnings or interest on the Post Closing Escrow Agreement. (b) The Escrow Amount will shall be utilized solely paid to satisfy any indemnification obligations Seller upon termination of the Members to Buyer under Section 13.2 and to cover other amounts that can expressly Post Closing Escrow or upon earlier demand by Seller. Disbursements from the Post Closing Escrow shall be paid out of the Escrow Amount made in accordance with the terms of the Post-Closing Escrow Agreement to reimburse Purchaser only for claims (i) for breaches of Seller’s representations or warranties pursuant to Section 11.1.2 hereof or for any damage, loss, cost or expense suffered by Purchaser as a result of materially adverse matters disclosed in an Unacceptable Lease Certificate for which Seller elects to deliver a Seller’s Estoppel Statement in lieu thereof pursuant to Section 8.3.2 of this Agreement, in each case actions for which are commenced within one hundred eighty (180) days following the Closing, (ii) for any amounts due to Purchaser pursuant to Sections 8.4.2 or 9.5, or (iii) for any breach by Seller of its representations, warranties or obligations under Article 12. The If any amounts remain in the Post Closing Escrow Agreement shallas of the date which is one hundred eighty (180) days after the Closing Date, subject unless and to paragraph the extent Purchaser has commenced such an action for any such breach under clauses (ci) or (iii) of this Section 13.615.19 or submitted a claim for any disbursement from the Post Closing Escrow under clause (ii) of this Section 15.19 on or before such date, terminate upon Seller and Purchaser shall cause such amounts to be promptly disbursed to Seller by the expiration Escrow Agent. In the event that, as of the General Survival Perioddate which is one hundred eighty (180) days after the Closing Date, subject to continuation Purchaser has, in the case of clauses (i) or (iii) of this Section 15.19, commenced such an action or, in the case of clause (ii) of this Section 15.19, submitted a claim for disputed claims (the “Escrow Term”). The Escrow Agreement shall provide that the Escrow Amount may be drawn upon by Buyer, its successors or assigns solely for the purpose of satisfying any indemnification obligations of the Members under Section 13.2 and to cover other amounts that can expressly be paid disbursement from the Post Closing Escrow Amount in accordance with the terms of this Agreement. (c) If Buyer asserts a claim against immediately preceding sentence, and there remain amounts in the Post Closing Escrow which would not be necessary to satisfy such claims and disbursements, Seller and Purchaser shall cause such remaining amounts to be promptly disbursed to Seller by the Escrow Amount under this Article XIII and the Member Representative does not dispute such claim, Buyer shall be entitled to indemnification by the Members in accordance with this Article XIII, including the right to receive from the Escrow Amount a number of Common Units being held in the Escrow Account equal to the quotient of Damages for which Buyer is entitled for such claim under this Article XIII divided by the Closing Date Common Unit ValueAgent. If, however, the Member Representative disputes such claim, Buyer shall receive the undisputed portion thereof, if any, in accordance with the formula set forth in the previous sentence but shall not be entitled to receive any such disputed portion thereof from the Escrow Amount with respect to such claim prior to resolution of such Dispute and, if such Dispute extends beyond the expiration of the Escrow Term, the term of the Escrow Term will be automatically extended as provided in paragraph (d) The provisions of this Section 13.615.19 shall survive the Closing. (d) Provided the indemnification obligations of the Members for claims of indemnification under this Article XIII of which the Member Representative has been notified prior to the expiration of the Escrow Term have been satisfied and no Dispute then exists as to any claim for indemnification by Buyer for such claims, the balance of the Escrow Amount will be released to the Member Representative for distribution to the Members on the first Business Day immediately following the expiration of the Escrow Term. To the extent there does exist a claim for indemnification by Buyer of which the Member Representative has been notified, which claim has not been satisfied in full in accordance herewith prior to the expiration of the Escrow Term, an amount equal to the reasonable estimate of the amount of such claim hereunder by Buyer will be withheld from the balance of the Escrow Amount and will continue to be held by the Escrow Agent pursuant to the terms of the Escrow Agreement until such claim has been fully resolved and the Escrow Term shall be deemed to be extended accordingly and the balance of the Escrow Amount will be released to the Member Representative for distribution to the Members. Distributions declared and paid on the escrowed Common Units shall be delivered to the Escrow Agent and the Escrow Agent shall, promptly upon receipt of such distributions, release such distributions to the Member Representative. (e) The Parties shall execute and deliver such instruction notices and letters in writing to the Escrow Agent, and take such other actions, as may be reasonably requested, to implement the terms hereof and to disburse the Escrow Amount as contemplated herein. (f) The Parties acknowledge that the Escrow Amount has been established to provide assets that will be available as a source of recovery by Buyer but that the Escrow Amount is not intended to establish any cap or limit on the Members’ obligations resulting from a Buyer Indemnified Claim, other than with respect to Buyer Indemnified Claims arising under Section 13.2(a)(i) that do not relate to Fundamental Representations and Warranties or fraud. (g) The fees and expenses payable to the Escrow Agent pursuant to the Escrow Agreement shall be split equally between Buyer and the Member Representative.

Post-Closing Escrow. (a) At Closing, Buyer notwithstanding any other provision of this Agreement to the contrary, in partial satisfaction of Buyer’s obligation to pay to Seller the Purchase Price at Closing under Section 2.03, a portion of the Deposit in the amount of $6,800,000 shall deposit be reclassified to become the “Holdback Amount” for the purposes of this Agreement and the Escrow Amount Agreement. The Holdback Amount, together with the interest earned thereon from and after the date of this Agreement, are referred to herein as the “Escrow Fund”. The Escrow Fund shall be held in the Escrow Account and paid out in accordance with the provisions of this Section 2.10 and the Escrow Agreement (i) by way of security in support of the indemnification obligations of Sellers under Section 9.02(a), (ii) by way of security in support of the post-Closing revenue and expense obligations of the Parties contained in Section 2.09, and (iii) by way of security in support of the post-Closing Environmental Defect obligations of Sellers contained in Section 3.08. From time to time after Closing, the Escrow Agent pursuant shall be irrevocably instructed in writing by Seller Representative and Buyer to release all or portions of then-remaining Escrow Fund to Buyer or to Manager, on behalf of Sellers, in each case, as provided below in this Section 2.10. The Manager shall be responsible for distributing such portion of the Escrow Fund to the terms Sellers in accordance with the Target Operating Agreement. Notwithstanding the foregoing, all remaining amounts of this Agreement the Deposit in excess of the Holdback Amount shall be remitted to Manager, on behalf of Sellers, in accordance with Section 2.02 and the Escrow Agreement. (b) The Escrow Amount will be utilized solely If at any time prior to satisfy any indemnification obligations 5:00 p.m. (Central Standard Time) on the date that is the six month anniversary of the Members to Buyer under Section 13.2 and to cover other amounts that can expressly be paid out of the Escrow Amount in accordance with the terms of this Agreement. The Escrow Agreement shallClosing Date (such time period, subject to paragraph (c) of this Section 13.6, terminate upon the expiration of the General Survival Period, subject to continuation for disputed claims (the “Escrow TermHoldback Period”). The Escrow Agreement shall provide that the Escrow Amount may be drawn upon by Buyer, its successors or assigns solely for the purpose of satisfying any indemnification obligations of the Members under Section 13.2 and to cover other ) there are amounts that can expressly be paid from the Escrow Amount in accordance with the terms of this Agreement. (c) If Buyer asserts a claim against the Escrow Amount under this Article XIII and the Member Representative does not dispute such claim, Buyer shall be entitled to indemnification by the Members in accordance with this Article XIII, including the right to receive from the Escrow Amount a number of Common Units being held remaining in the Escrow Account equal Fund, to the quotient extent that Sellers do not promptly (and in any event within 30 days after receipt of Damages a Claim Notice from Buyer) reimburse or pay Buyer for any amounts to which any Buyer Indemnitee is entitled for such claim under this Article XIII divided by the Closing Date Common Unit Value. If, however, the Member Representative disputes such claim, Buyer shall receive the undisputed portion thereof, if any, in accordance with the formula set forth in the previous sentence but shall not be entitled to receive any such disputed portion thereof from the Escrow Amount with respect to such claim prior Claim Notice pursuant to resolution of such Dispute andSection 9.02(a), if such Dispute extends beyond the expiration of the Escrow Termthen Buyer shall be entitled, the term of the Escrow Term will be automatically extended as provided in paragraph (d) of this Section 13.6. (d) Provided the indemnification obligations of the Members for claims of indemnification under this Article XIII of which the Member Representative has been notified at any time and from time to time prior to the expiration of the Holdback Period, to deliver to Seller Representative written notice (an “Escrow Term have been satisfied Indemnity Claim Notice”) which notice shall specify with particularity the nature and no Dispute then exists as amount of such Buyer Indemnitee’s claim pursuant to any claim for indemnification by Section 9.02(a) set forth in the Claim Notice (the “Escrow Indemnity Claim”), including specific details of and a specific basis under this Agreement entitling such Buyer for Indemnitee to such claimsEscrow Indemnity Claim and, if such Escrow Indemnity Claim is based upon an inaccuracy or breach of a representation, warranty, covenant or agreement, the balance Escrow Indemnity Claim Notice shall specify the representation, warranty, covenant or agreement that was inaccurate or breached. No Escrow Funds shall be disbursed from the Escrow Account until such Escrow Indemnity Claim has been resolved in accordance with Section 2.10(c) below. (c) Upon final resolution of any such Escrow Indemnity Claim pursuant to the mutual written agreement of Buyer and Seller Representative, or as determined by a final, non-appealable judgment of a court of competent jurisdiction in accordance with Section 11.09, if any Buyer Indemnitee is entitled to all or any portion of the Escrow Amount will be released Fund then-remaining, then Seller Representative and Buyer shall provide joint written instructions to the Member Representative for distribution Escrow Agent to disburse to Buyer the Members on amount set forth in such joint written instruction, which amount shall be that portion of the Escrow Fund then-remaining in the Escrow Account at such time as would satisfy such Escrow Indemnity Claim. (d) On the first Business Day immediately following the expiration of the Escrow Term. To the extent there does exist a claim for indemnification by Holdback Period, Seller Representative and Buyer of which the Member Representative has been notified, which claim has not been satisfied in full in accordance herewith prior to the expiration of the Escrow Term, an amount equal to the reasonable estimate of the amount of such claim hereunder by Buyer will be withheld from the balance of the Escrow Amount and will continue to be held by the Escrow Agent pursuant to the terms of the Escrow Agreement until such claim has been fully resolved and the Escrow Term shall be deemed to be extended accordingly and the balance of the Escrow Amount will be released to the Member Representative for distribution to the Members. Distributions declared and paid on the escrowed Common Units shall be delivered provide joint written instructions to the Escrow Agent and to release to Manager, on behalf of Sellers, any amounts then-remaining in the Escrow Fund, excluding those amounts attributable to any then-outstanding Escrow Indemnity Claim for which Buyer has provided an Escrow Indemnity Claim Notice to Seller Representative and Escrow Agent shallin accordance with Section 2.10(b) that have not been previously satisfied, promptly upon receipt of such distributionsand, release such distributions to the Member Representative. (e) The Parties shall execute and deliver such instruction notices and letters in writing to the Escrow Agent, and take such other actions, as may be reasonably requested, to implement the terms hereof and to disburse the Escrow Amount as contemplated herein. (f) The Parties acknowledge that the Escrow Amount has been established to provide assets that will be available as a source of recovery by Buyer but that the Escrow Amount is not intended to establish any cap or limit on the Members’ obligations resulting from a Buyer Indemnified Claim, other than with respect to Buyer Indemnified Claims arising under Section 13.2(a)(i) that do not relate to Fundamental Representations and Warranties or fraud. each such outstanding Escrow Indemnity Claim, each amount attributable thereto (g) The fees and expenses payable to the extent sufficient funds remain in the Escrow Agent Fund as of such date and if there are insufficient funds remaining in the Escrow Fund as of such date, the entirety of the funds remaining in the Escrow Fund as of such date) shall remain part of the Escrow Fund in the Escrow Account until final resolution of such Escrow Indemnity Claim pursuant to the Escrow Agreement mutual written agreement of Buyer and Seller Representative or as determined by a final, non-appealable judgment of a court of competent jurisdiction in accordance with Section 11.09. The Manager shall be split equally between Buyer and responsible for distributing such portion of the Member RepresentativeEscrow Fund to the Sellers in accordance with the Target Operating Agreement.

Post-Closing Escrow. (a) At the Closing, the PropCo Buyer shall deposit the Escrow Amount with the Escrow Agent Agent, pursuant to an escrow agreement consistent with the terms provisions of this Agreement Section 7.04 and reasonably acceptable to the Seller, the PropCo Buyer and the Escrow Agent (the “Transfer Sub Escrow Agreement. (b) The Escrow Amount will be utilized solely to satisfy any indemnification obligations ”), a portion of the Members Transfer Sub Membership Interests Purchase Price consisting of cash in an amount equal to Buyer under Section 13.2 and $3,500,000 (the “Original Escrowed Amount”), which may be reduced from time to cover other amounts that can expressly be paid out of the Escrow Amount time in accordance with the terms of this Agreement. The the Transfer Sub Escrow Agreement shallto reflect any sums paid to the PropCo Buyer from time to time pursuant to this Section 7.04 (the “Escrowed Amount”). Each of the representations and warranties set forth in Section 6.01 hereof and Sections 3.01(e), subject to paragraph (c3.01(f), 3.02(e)-(h), 3.06(b)-(c) and 3.16(i) of the Transaction Agreement shall be deemed “Surviving Representations” for purposes of this Section 13.67.04; provided, terminate upon the expiration that, any breach of the General representations and warranties set forth in Section 3.01(f) (other than Subsection 3.01(f)(i) and Subsection 3.01(f)(iv)) shall not be deemed to have occurred for purposes of this Section 7.04 if such breach would have occurred even if the Conveyed Property had been conveyed directly to the PropCo Buyer (rather than conveyed to the Transfer Sub with the Transfer Sub Membership Interests transferred to the PropCo Buyer). Notwithstanding the first sentence of Section 10.14 or the Transaction Agreement, the Surviving Representations shall survive the Closing for a period of one (1) year following the Closing Date (the “Survival Period”); provided, that if, prior to the end of the Survival Period, subject the PropCo Buyer shall have asserted in writing a claim with respect to continuation for disputed claims the particular Surviving Representation (a “Claim Notice”) and commenced a legal proceeding against the Seller within sixty (60) days of delivery of such Claim Notice alleging that the Seller is in breach of such Surviving Representation and that the PropCo Buyer has suffered damages as a result thereof, such claim shall continue beyond the end of the Survival Period. If the Parties agree, or a court of competent jurisdiction determines, that (a) the applicable Surviving Representation was breached as of the Closing Date and (b) the PropCo Buyer suffered actual damages (including reasonable out-of-pocket attorneys’ fees and other reasonable out-of-pocket expenses) by reason of such breach (“Escrow TermSurviving Representation Damages”). The Escrow Agreement shall provide that , then the Escrow Amount may be drawn upon by Buyer, its successors or assigns solely for the purpose of satisfying any indemnification obligations of the Members under Section 13.2 and to cover other amounts that can expressly be paid from the Escrow Amount in accordance with the terms of this Agreement. (c) If Buyer asserts a claim against the Escrow Amount under this Article XIII and the Member Representative does not dispute such claim, PropCo Buyer shall be entitled to indemnification receive an amount equal to such damages, but in no event in an amount greater than the then-remaining Escrowed Amount. Any Surviving Representation Damages shall be determined without duplication of recovery by the Members in accordance with this Article XIII, including PropCo Buyer by reason of the right state of facts giving rise to receive from the Escrow Amount such loss constituting a number breach of Common Units being held in the Escrow Account equal to the quotient of Damages for which Buyer is entitled for such claim under this Article XIII divided by the Closing Date Common Unit Valuemore than one (1) Surviving Representation. If, however, the Member Representative disputes such claim, Buyer shall receive the undisputed portion thereof, if any, in accordance with the formula Except as set forth in Section 10.14, following the previous sentence but Survival Period, the Seller shall not be entitled to receive any such disputed portion thereof from the Escrow Amount have no further liability with respect to such claim prior the Surviving Representations and the PropCo Buyer shall look exclusively to resolution the R&W Insurance Policy for any and all claims regarding any breaches of such Dispute andrepresentations and warranties provided for in this Agreement, and there shall be no further requirement of the Seller to maintain all or any portion of the Escrowed Amount; provided, that if such Dispute extends beyond as of the expiration of the Escrow TermSurvival Period, the term PropCo Buyer shall have provided a Claim Notice to the Seller and commences a legal proceeding against the Seller within sixty (60) days of delivery of such Claim Notice alleging that the Seller is in breach of such Surviving Representation and that the PropCo Buyer has suffered damages as a result thereof, then the Escrow Term will be automatically extended as provided in paragraph (d) of this Section 13.6. (d) Provided the indemnification obligations of the Members for claims of indemnification under this Article XIII of which the Member Representative has been notified prior Agent shall retain, pursuant to the expiration of the Transfer Sub Escrow Term have been satisfied and no Dispute then exists as to any claim for indemnification by Buyer for such claimsAgreement, the balance of the Escrow Amount will be released to the Member Representative for distribution to the Members on the first Business Day immediately following the expiration of the Escrow Term. To the extent there does exist a claim for indemnification by Buyer of which the Member Representative has been notified, which claim has not been satisfied cash in full in accordance herewith prior to the expiration of the Escrow Term, an amount equal to the reasonable estimate lesser of (i) the amount claimed by the PropCo Buyer in such writing and (ii) the then-remaining Escrowed Amount, pending resolution or settlement of such claim. Except as set forth in Section 10.14, the aggregate liability of the amount Seller to the PropCo Buyer in respect of such claim hereunder by all obligations for Surviving Representation Damages under this Section 7.04 shall not exceed the Original Escrowed Amount and the PropCo Buyer will be withheld from acknowledges and agrees that in no event shall the balance Seller have any obligation or liability in connection with any breach of the Escrow Surviving Representations in excess of the then-remaining Escrowed Amount, and in the event that the Original Escrowed Amount and will continue is paid to the PropCo Buyer on account of claims under this Section 7.04, then this Section 7.04 shall be held by the Escrow Agent of no further force or effect. The Parties agree to treat any indemnity payment made pursuant to the terms of the Escrow Agreement until such claim has been fully resolved and the Escrow Term shall be deemed to be extended accordingly and the balance of the Escrow Amount will be released this Section 7.04 as an adjustment to the Member Representative Transfer Sub Membership Interests Purchase Price for distribution to the Members. Distributions declared and paid on the escrowed Common Units shall be delivered to the Escrow Agent and the Escrow Agent shall, promptly upon receipt of such distributions, release such distributions to the Member Representative. (e) The Parties shall execute and deliver such instruction notices and letters in writing to the Escrow Agent, and take such other actions, as may be reasonably requested, to implement the terms hereof and to disburse the Escrow Amount as contemplated herein. (f) The Parties acknowledge that the Escrow Amount has been established to provide assets that will be available as a source of recovery by Buyer but that the Escrow Amount is not intended to establish any cap or limit on the Members’ obligations resulting from a Buyer Indemnified Claim, other than with respect to Buyer Indemnified Claims arising under Section 13.2(a)(i) that do not relate to Fundamental Representations and Warranties or fraud. (g) The fees and expenses payable to the Escrow Agent all tax purposes unless otherwise required pursuant to applicable Law. This Section 7.04 shall survive the Escrow Agreement shall be split equally between Buyer and the Member RepresentativeClosing.

Post-Closing Escrow. (a) At the Closing, Buyer the Purchaser shall deposit deliver the Escrow Amount with Escrowed Closing Consideration to an escrow agent agreed upon by the Escrow Agent pursuant to the terms of this Agreement Purchaser and the Escrow Agreement. (b) The Escrow Amount will be utilized solely to satisfy any indemnification obligations of the Members to Buyer under Section 13.2 and to cover other amounts that can expressly be paid out of the Escrow Amount in accordance with the terms of this Agreement. The Escrow Agreement shall, subject to paragraph (c) of this Section 13.6, terminate upon the expiration of the General Survival Period, subject to continuation for disputed claims Company (the “Escrow TermAgent”). The Escrow Agreement shall provide that the Escrow Amount may be drawn upon by Buyer, its successors or assigns solely for the purpose of satisfying any indemnification obligations of the Members under Section 13.2 and to cover other amounts that can expressly be paid from the Escrow Amount in accordance with the terms of this Agreement. (c) If Buyer asserts a claim against the Escrow Amount under this Article XIII and the Member Representative does not dispute such claim, Buyer shall be entitled to indemnification by the Members in accordance with this Article XIII, including the right to receive from the Escrow Amount a number of Common Units being held in the Escrow Account equal to the quotient of Damages for which Buyer is entitled for such claim under this Article XIII divided by the Closing Date Common Unit Value. If, however, the Member Representative disputes such claim, Buyer shall receive the undisputed portion thereof, if any, in accordance with the formula set forth in the previous sentence but shall not be entitled to receive any such disputed portion thereof from the Escrow Amount with respect to such claim prior to resolution of such Dispute and, if such Dispute extends beyond the expiration of the Escrow Term, the term of the Escrow Term will be automatically extended as provided in paragraph (d) of this Section 13.6. (d) Provided the indemnification obligations of the Members for claims of indemnification under this Article XIII of which the Member Representative has been notified prior to the expiration of the Escrow Term have been satisfied and no Dispute then exists as to any claim for indemnification by Buyer for such claims, the balance of the Escrow Amount will be released to the Member Representative for distribution to the Members on the first Business Day immediately following the expiration of the Escrow Term. To the extent there does exist a claim for indemnification by Buyer of which the Member Representative has been notified, which claim has not been satisfied in full in accordance herewith prior to the expiration of the Escrow Term, an amount equal to the reasonable estimate of the amount of such claim hereunder by Buyer will be withheld from the balance of the Escrow Amount and will continue to be held by the Escrow Agent on behalf of the Stockholders and as collateral to secure the rights of the Purchaser pursuant to this Section 1.7 and of the Indemnified Parties under ARTICLE X. The Escrowed Closing Consideration shall be held pursuant to the terms provisions of an escrow agreement to be entered into among the Purchaser, the Escrow Agent and the Stockholders’ Representative substantially in the form of EXHIBIT B hereto (the “Escrow Agreement”) or in such other form as agreed upon by the Purchaser and the Company. (b) Not later than two (2) Business Days prior to the expiration of the period beginning on the Closing Date and ending one hundred eighty (180) days after the Closing Date (the “Escrow Period”), the Company shall deliver to the Purchaser a statement setting forth the Specified Indebtedness Amount as of the expiration of the Escrow Agreement until such claim Period (the “Specified Indebtedness Statement”). If the Specified Indebtedness Amount as set forth in the Specified Indebtedness Statement exceeds $250,000, the Escrow Agent shall distribute to the Purchaser by wire transfer of immediately available funds on the one hundred eighth (180th) day following the Closing Date to an account designated by Purchaser, an amount in cash from the Escrowed Closing Consideration equal to the amount by which the Specified Indebtedness Amount exceeds $250,000. (c) Thereafter, any of the Escrowed Closing Consideration not previously released by the Escrow Agent as of the expiration of the Escrow Period shall be released by the Escrow Agent to the Stockholders’ Representative, in trust for the Stockholders; provided, however, that in the event Purchaser or any Indemnified Party has been fully resolved made one or more claim(s) under ARTICLE X prior to the end of the Escrow Period, then, in accordance with and subject to the terms and conditions of the Escrow Agreement, the Escrow Period shall continue (and the Escrow Term Agent will continue to hold the portion of the Escrowed Closing Consideration in escrow as is equal to the aggregate claimed amounts) until the full and final resolution of such claim(s). For purposes of the escrow and the Escrow Agreement, the value of each Closing Share as of a particular date shall be deemed to be extended accordingly and equal to the balance VWAP Per Share Price as of such date. By virtue of the Escrow Amount will be released to the Member Representative for distribution to the Members. Distributions declared and paid on the escrowed Common Units execution of this Agreement or a Joinder Agreement by a Stockholder, without any further act of any Stockholder, such Stockholder shall be delivered deemed to have consented to and approved (A) the use of the Escrowed Closing Consideration as collateral to secure the rights of the Purchaser pursuant to Section 1.7 in the manner set forth herein and in the Escrow Agent Agreement, (B) the use of the Escrowed Closing Consideration as collateral to secure the rights of the Indemnified Parties under ARTICLE X in the manner set forth herein and in the Escrow Agent shall, promptly upon receipt of such distributions, release such distributions to the Member Representative. (e) The Parties shall execute and deliver such instruction notices and letters in writing to the Escrow AgentAgreement, and take such other actions, (C) the appointment of the Stockholders’ Representative as may be reasonably requested, to implement the terms hereof and to disburse the Escrow Amount as contemplated herein. (f) The Parties acknowledge that the Escrow Amount has been established to provide assets that will be available as a source of recovery by Buyer but that the Escrow Amount is not intended to establish any cap or limit on the Members’ obligations resulting from a Buyer Indemnified Claim, other than with respect to Buyer Indemnified Claims arising representative under Section 13.2(a)(i) that do not relate to Fundamental Representations and Warranties or fraud. (g) The fees and expenses payable to the Escrow Agent pursuant to the Escrow Agreement shall be split equally between Buyer of the Stockholders under this Agreement and as the Member Representativeattorney-in-fact and agent for and on behalf of such Stockholder.

Post-Closing Escrow. To provide for the timely payment of any post-closing claims by Buyer against the applicable Seller with respect to (ai) At Closingany claims by Buyer against the applicable Seller under Section 9.1.1, Buyer shall deposit the Escrow Amount with the Escrow Agent pursuant to the terms of this Agreement and the Escrow Agreement. (bii) The Escrow Amount will be utilized solely to satisfy any indemnification obligations of the Members amounts owed to Buyer under Section 13.2 5.3.6, (iii) any claims by Buyer against the applicable Seller with respect to a breach of a representation or warranty in this Agreement or in any document delivered by Sellers at Closing, and (iv) any breach by Seller of its obligations to cover other amounts that can expressly make payments under Section 5.2, each applicable Seller shall cause to be paid out deposited an amount equal to Two Hundred Thousand and No/100 Dollars ($200,000.00) (for each Hotel, the “Escrow Funds”) for a period of twelve (12) months after Closing (the “Claim Period”) in an escrow account with the Escrow Holder pursuant to the Post-Closing Escrow Agreement in the form attached hereto as Exhibit “G” (the “Post-Closing Escrow Agreement”), which escrow and Post-Closing Escrow Agreement shall be established and entered into at Closing and each Seller shall cause a portion of the Purchase Price to remain in escrow with Escrow Holder to satisfy their respective obligations under this Section 5.5. Without limitation on the foregoing, the Escrow Funds for each Hotel are to be held separately to satisfy the claims made during the Claim Period against each applicable Seller, and the Escrow Funds being held pursuant to this Section 5.5 are being held on a Hotel-by-Hotel basis and shall not be aggregated for any purpose hereunder. Upon the expiration of the Claim Period, if the aggregate estimated amount (as reasonably determined by Buyer in good faith) of all claims (the “Claim Amount“) made during the Claim Period against a Seller is less than Escrow Funds then held by Escrow Holder for a Hotel, the Escrow Funds for such Hotel shall be reduced to the Claim Amount, and Escrow Holder shall deliver the balance of the Escrow Amount in accordance with Funds for such Hotel to the terms of this Agreementapplicable Seller. The Escrow Agreement shallIf Buyer has made no claims during the Claim Period, subject to paragraph (c) of this Section 13.6, terminate upon the expiration of the General Survival Claim Period, Escrow Holder shall deliver all of the Escrow Funds to Sellers without the need for any further instructions from the parties hereto. Escrow Holder shall continue to hold the Claim Amount until a final determination of the rights of the parties subject to continuation for disputed claims (the “Escrow Term”). The Escrow Agreement shall provide such claim(s) is made in an appropriate proceeding, provided that the Escrow Amount may be drawn upon by Buyer, its successors or assigns solely for the purpose of satisfying any indemnification obligations of the Members under Section 13.2 and to cover other amounts that can expressly be paid from the Escrow Amount in accordance with the terms of this Agreement. (c) If Buyer asserts a claim against the Escrow Amount under this Article XIII and the Member Representative does not dispute such claim, Buyer shall be entitled to indemnification by the Members in accordance with this Article XIII, including the right to receive from the Escrow Amount a number of Common Units being held in the Escrow Account equal to the quotient of Damages for which Buyer is entitled for if such claim under this Article XIII divided by is not resolved and Buyer has not commenced a lawsuit or other proceeding for each claim made during the Closing Date Common Unit Value. IfClaim Period within the three (3) months following the Claim Period, however, then the Member Representative disputes Claim Amount attributable to each such claim, Buyer shall receive the undisputed portion thereof, if any, in accordance with the formula set forth in the previous sentence but shall not be entitled to receive any such disputed portion thereof from the Escrow Amount claim with respect to such claim prior to resolution of such Dispute and, if such Dispute extends beyond the expiration of the Escrow Term, the term of the Escrow Term will be automatically extended as provided in paragraph (d) of this Section 13.6. (d) Provided the indemnification obligations of the Members for claims of indemnification under this Article XIII of which the Member Representative has been notified prior to the expiration of the Escrow Term a lawsuit or other proceeding shall not have been satisfied and no Dispute then exists as to any claim for indemnification by Buyer for such claimscommenced, the balance of the Escrow Amount will shall be released by Escrow Holder to Sellers. Notwithstanding the Member Representative for distribution foregoing, Escrow Holder may be required to the Members on the first Business Day immediately following the expiration of the release Escrow Term. To the extent there does exist a claim for indemnification by Funds (upon joint written instructions from Buyer of which the Member Representative has been notified, which claim has not been satisfied in full in accordance herewith prior to the expiration of the Escrow Term, an amount equal to the reasonable estimate of the amount of such claim hereunder by Buyer will be withheld from the balance of the Escrow Amount and will continue to be held by the Escrow Agent Sellers) pursuant to Section 5.3.6 upon the terms final reconciliation of the Escrow Agreement until such claim has been fully resolved and the Escrow Term shall be deemed to be extended accordingly and the balance of the Escrow Amount will be released to the Member Representative for distribution to the Members. Distributions declared and paid on the escrowed Common Units shall be delivered to the Escrow Agent and the Escrow Agent shall, promptly upon receipt of such distributions, release such distributions to the Member Representativeany amounts payable by Sellers thereunder. (e) The Parties shall execute and deliver such instruction notices and letters in writing to the Escrow Agent, and take such other actions, as may be reasonably requested, to implement the terms hereof and to disburse the Escrow Amount as contemplated herein. (f) The Parties acknowledge that the Escrow Amount has been established to provide assets that will be available as a source of recovery by Buyer but that the Escrow Amount is not intended to establish any cap or limit on the Members’ obligations resulting from a Buyer Indemnified Claim, other than with respect to Buyer Indemnified Claims arising under Section 13.2(a)(i) that do not relate to Fundamental Representations and Warranties or fraud. (g) The fees and expenses payable to the Escrow Agent pursuant to the Escrow Agreement shall be split equally between Buyer and the Member Representative.

Post-Closing Escrow. (a) At ClosingSubject to the terms and conditions set forth in this Section 12.10, Buyer shall deposit cause the Escrow Amount Deposit to be deposited into an escrow account with funds, together with funds deposited by Devon under the Devon MIPSA, totaling $100,000,000 in the aggregate (such amount, together with any interest or proceeds earned thereon, the “Escrow Agent Amount”) to be deposited on the Closing Date with an escrow agent mutually agreed to by the parties (the “Escrow Agent”) and pursuant to the terms of this Agreement and an escrow agreement reasonably satisfactory to the Escrow Agent, Sellers’ Representative, Devon and Buyer which incorporates or otherwise properly reflects the terms and provisions of this Agreement, including this Section 12.10 (the “Escrow Agreement”). (b) The Escrow Amount will be utilized solely to satisfy any indemnification obligations of the Members Sellers and Sellers’ Representative (i) to Buyer under Section 13.2 Sections 12.2 and 12.3, respectively, and (ii) to cover other amounts that can expressly be paid out of Devon under the Escrow Amount in accordance with the terms of this AgreementDevon MIPSA. The Escrow Agreement shall, subject to paragraph (c) of this Section 13.612.10, terminate upon have a term of twelve (12) months commencing on the expiration of the General Survival Period, subject to continuation for disputed claims Closing Date (the “Escrow Term”). The Escrow Agreement shall provide that the Escrow Amount may be drawn upon (i) by Buyer, its successors or assigns solely for the purpose of satisfying any indemnification obligations of the Members Sellers under Section 13.2 12.2 and to cover other amounts Sellers’ Representative under Section 12.3 and (ii) by Devon, its successors or assigns, solely for the purposes of satisfying any indemnification obligations of Sellers under Section 12.2 and Sellers’ Representative under Section 12.3 of the Devon MIPSA. The Escrow Agreement shall also provide that can expressly be paid either Buyer or Devon may withdraw, upon joint written instructions by both Buyer and Devon, funds from the Escrow Amount in accordance with excess of such party’s pro rata share of the terms of this AgreementEscrow Amount. (c) If Buyer asserts a claim against the Escrow Amount under this Article XIII XII and the Member Sellers’ Representative does not dispute such claimclaim on behalf of Sellers, Buyer shall be entitled to indemnification by the Members Sellers in accordance with this Article XIIIXII, including the right to receive from the Escrow Amount a number of Common Units being held funds in the Escrow Account an amount equal to the quotient amount of Damages for which Buyer is entitled for such claim under this Article XIII divided by the Closing Date Common Unit ValueXII. If, however, the Member Sellers’ Representative disputes such claim, Buyer shall receive the undisputed portion thereof, if any, in accordance with the formula set forth in the previous sentence but shall not be entitled to receive any such disputed portion thereof from the Escrow Amount with respect to such claim prior to resolution of such Dispute dispute in accordance with Section 13.1 of this Agreement and, if such Dispute dispute extends beyond the expiration of the Escrow Term, the term of the Escrow Term will be automatically extended as provided in paragraph (d) of this Section 13.612.10. (d) Provided the indemnification obligations of the Members Sellers for claims of indemnification under this Article XIII of which the Member XII that Sellers’ Representative has been notified of prior to the expiration of the Escrow Term have been satisfied and no Dispute dispute then exists as to any claim for indemnification by Buyer for such claims, the balance of the Escrow Amount will be released to the Member Sellers’ Representative for distribution to the Members on behalf of Sellers on the first Business Day immediately following the expiration of the Escrow Term. To the extent there does exist a claim for indemnification by Buyer of which the Member that Sellers’ Representative has been notifiednotified of, which claim has not been satisfied in full in accordance herewith prior to the expiration of the Escrow Term, an amount equal to the reasonable estimate of the maximum possible amount of such claim reasonably believed to be due or likely to be due hereunder by Buyer Sellers will be withheld from the balance of the Escrow Amount and will continue to be held by the Escrow Agent pursuant to the terms of the Escrow Agreement until such claim has been fully resolved and the Escrow Term Agreement shall be deemed to be extended accordingly and accordingly. (e) Notwithstanding anything else herein to the contrary, in no event shall Sellers’ indemnification obligations under Section 12.2(ii) exceed, at any time, the amount of the balance of the Escrow Amount will be released to the Member Representative for distribution to the Members. Distributions declared and paid on the escrowed Common Units shall be delivered to the Escrow Agent and the Escrow Agent shall, promptly upon receipt of such distributions, release such distributions to the Member RepresentativeAmount. (ef) The Parties parties shall execute and deliver such instruction notices and letters in writing to the Escrow Agent, and take such other actions, as may be reasonably requested, to implement the terms hereof and to disburse the Escrow Amount as contemplated herein. (f) The Parties acknowledge that the Escrow Amount has been established to provide assets that will be available as a source of recovery by Buyer but that the Escrow Amount is not intended to establish any cap or limit on the Members’ obligations resulting from a Buyer Indemnified Claim, other than with respect to Buyer Indemnified Claims arising under Section 13.2(a)(i) that do not relate to Fundamental Representations and Warranties or fraud. (g) The fees and expenses payable to the Escrow Agent pursuant to the Escrow Agreement shall be split equally between Buyer and the Member Representative.

Post-Closing Escrow. (a) At the Closing, Buyer shall deposit the Escrow Amount Deposit into escrow with Rogin, Nassau, Xxxxxx, Xxxxxxx & Xxxxxx, LLC (the “Escrow Agent”) as security for Selling Parties’ indemnification obligations under Section 5.1(a) of this Agreement. The following terms and conditions shall govern the Escrow Deposit. (a) The Escrow Agent pursuant to the terms of this Agreement and shall invest the Escrow AgreementDeposit in an interest bearing account (with interest, the “Escrow Account”) to be disbursed as provided for herein. (b) The Escrow Amount will be utilized solely to satisfy Buyer may at any indemnification obligations of the Members to Buyer under Section 13.2 and to cover other amounts that can expressly be paid out of the Escrow Amount in accordance with the terms of this Agreement. The Escrow Agreement shalltime before February 1, subject to paragraph (c) of this Section 13.6, terminate upon the expiration of the General Survival Period, subject to continuation for disputed claims 2007 (the “Escrow TermCut-Off Date”). The Escrow Agreement shall provide that ) give written notice to Selling Parties and the Escrow Amount may Agent that Buyer has (i) a Liability Claim against Selling Parties or (ii) an Agreement Claim against Selling Parties which individually or together with other Agreement Claims exceeds $15,000 Any such notice shall contain a description of each claim and the amount thereof, and be drawn upon signed by an officer of Buyer, its successors or assigns solely for the purpose of satisfying any indemnification obligations of the Members under Section 13.2 and to cover other amounts that can expressly be paid from the Escrow Amount in accordance with the terms of this Agreement. (c) If Buyer asserts a claim against the Escrow Amount under this Article XIII Agent and Buyer do not receive from Selling Parties prior to the Member Representative does not dispute thirtieth (30th) day following the date of receipt of such notice from Buyer, a written notice from Selling Parties disputing the claim, Buyer shall be entitled to indemnification by the Members in accordance with this Article XIII, including the right to receive from the Escrow Amount a number of Common Units being held in the Escrow Account Agent shall pay to Buyer an amount equal to the quotient claim asserted in Buyer’s notice of Damages for which Buyer is entitled for such claim under this Article XIII divided by the Closing Date Common Unit Value. If, however, the Member Representative disputes such claim, Buyer shall receive the undisputed portion thereof, if any, in accordance with the formula set forth in the previous sentence but shall not be entitled to receive any such disputed portion thereof from the Escrow Amount with respect to such claim prior to resolution of such Dispute and, if such Dispute extends beyond the expiration of the Escrow Term, the term of the Escrow Term will be automatically extended as provided in paragraph (d) of this Section 13.6. (d) Provided the indemnification obligations If Selling Parties deliver a notice of the Members for claims of indemnification under this Article XIII of which the Member Representative has been notified prior to the expiration of the Escrow Term have been satisfied and no Dispute then exists as to any claim for indemnification by Buyer for such claims, the balance of the Escrow Amount will be released to the Member Representative for distribution to the Members on the first Business Day immediately following the expiration of the Escrow Term. To the extent there does exist a claim for indemnification by Buyer of which the Member Representative has been notified, which claim has not been satisfied in full in accordance herewith prior to the expiration of the Escrow Term, an amount equal to the reasonable estimate of the amount of such claim hereunder by Buyer will be withheld from the balance of the Escrow Amount and will continue to be held by the Escrow Agent pursuant to the terms of the Escrow Agreement until such claim has been fully resolved and the Escrow Term shall be deemed to be extended accordingly and the balance of the Escrow Amount will be released to the Member Representative for distribution to the Members. Distributions declared and paid on the escrowed Common Units shall be delivered dispute to the Escrow Agent and Buyer within the thirty (30) day period, then the Escrow Agent shallshall refrain from disbursing from the Escrow Account the amount disputed in the notice from Selling Parties unless pursuant to or in accordance with: (i) a written authorization signed by Selling Parties and Buyer, promptly upon receipt which authorization shall set forth the distribution from the Escrow Account, or (ii) a certified copy of such distributionsa final judgment of a court of competent jurisdiction following an arbitration pursuant to Section 6.10 (Arbitration); provided, release such distributions to however, that a certified copy of a final judgment shall be effective only if no right of appeal exists, the Member Representativetime for appeal has expired and no appeal has been perfected, or all appeals have been exhausted. (e) The Parties shall execute On the Cut-Off Date, any and deliver such instruction notices and letters all funds in writing to the Escrow AgentAccount, and take such other actionsincluding any interest earned, as in excess of that which the Escrow Agent is or may be reasonably requestedrequired to pay by reason of a claim notice delivered by Buyer in accordance with this section and which have not theretofore been paid, shall be distributed to implement Seller without the terms hereof and to disburse the Escrow Amount as contemplated hereinrequirement of any further act or consent by either Buyer or Seller. (f) The Parties acknowledge that In the event of a dispute or disagreement under this Section, the Escrow Amount has been established Agent shall have the right to provide assets that will be available as a source of recovery by Buyer but that retain the Escrow Amount is not intended Account as provided in Section 5.5(d) or commence an action for interpleader and in connection therewith, to establish deposit the Escrow Account with the court having jurisdiction over the interpleader action and thereafter, the Escrow Agent shall be discharged from any cap further liability under this Agreement. Following the commencement of the interpleader action, the dispute or limit on the Members’ obligations resulting from a Buyer Indemnified Claim, other than with respect disagreement shall be referred to Buyer Indemnified Claims arising under Section 13.2(a)(i) that do not relate arbitration pursuant to Fundamental Representations and Warranties or fraudsection 6.10 (Arbitration). (g) The Escrow Agent may rely upon, and shall be protected in acting or refraining from acting upon, any written notice, instruction or request furnished to it under this Agreement, believed by it to be genuine, and believed by it to have been signed or presented by the proper party or parties. The Escrow Agent shall not be liable for any action taken by it in good faith, and believed by it to be authorized or within the rights or powers conferred upon it by this Agreement. Accordingly, the Escrow Agent shall only be responsible for losses caused by its gross negligence or willful misconduct. The Escrow Agent shall have no liability whatsoever arising out of its investment of the escrowed funds. The Escrow Agent shall be entitled to recover from the Escrow Account its reasonable legal fees and expenses payable disbursements in any action or proceeding to determine the parties’ rights to the Escrow Account. (h) Buyer and Seller waive any conflict which may be created by the Escrow Agent pursuant being the attorney for a party to this agreement, including but not limited to, the Escrow Agent’s continued representation of such party in any matter related to the Escrow Agreement shall be split equally between Buyer Account including any dispute, arbitration or litigation which may arise hereunder or under any document delivered in connection herewith, and expressly consent to such continued representation by the Member RepresentativeEscrow Agent.

Post-Closing Escrow. (a) At Upon Closing, Buyer $5.0 million (the “Post-Closing Escrowed Funds”), which shall deposit be funded from the Escrow Amount with the Escrow Agent pursuant to the terms of this Agreement and the Escrow Agreement. (b) The Escrow Amount will Escrowed Funds, shall be utilized solely to satisfy any indemnification obligations of the Members to Buyer under Section 13.2 and to cover other amounts that can expressly be paid out of the Escrow Amount in accordance with the terms of this Agreement. The Escrow Agreement shall, subject to paragraph (c) of this Section 13.6, terminate upon the expiration of the General Survival Period, subject to continuation for disputed claims deposited at an account (the “Escrow TermAccount”) with LaSalle Bank, as escrow agent (“Post-Closing Escrow Agent”), pursuant to an escrow agreement mutually agreed to by Purchaser, Parent and Post-Closing Escrow Agent (the “Post-Closing Escrow Agreement”). The Post-Closing Escrow Agreement Funds shall provide that be used to reimburse Purchaser for any Transfer Taxes paid or payable by Purchaser in excess of $250,000, deficits for Net Working Capital and deficits in capital expenditures in relation to the Escrow Amount may Capex Plan. The Post-Closing Escrowed Funds shall be drawn upon by Buyer, its successors or assigns solely for the purpose of satisfying any indemnification obligations of the Members under Section 13.2 and to cover other amounts that can expressly be paid from the Escrow Amount in accordance with the terms of this Agreement.distributed as follows: (ca) If Buyer asserts a claim against the Escrow Amount under this Article XIII and the Member Representative does not dispute such claim, Buyer shall be entitled to indemnification by the Members in accordance with this Article XIII, including the right to receive from the Escrow Amount a number of Common Units being held in the Escrow Account equal event that Purchaser paid or is obligated to the quotient pay any Transfer Taxes in excess of Damages for which Buyer is entitled for such claim under this Article XIII divided by the Closing Date Common Unit Value. If, however, the Member Representative disputes such claim, Buyer shall receive the undisputed portion thereof, if any, in accordance with the formula set forth $250,000 in the previous sentence but shall not be entitled to receive any such disputed portion thereof from aggregate (the Escrow Amount with respect to such claim prior to resolution of such Dispute and, if such Dispute extends beyond the expiration of the Escrow Term, the term of the Escrow Term will be automatically extended as provided in paragraph (d) of this Section 13.6. (d) Provided the indemnification obligations of the Members for claims of indemnification under this Article XIII of which the Member Representative has been notified prior to the expiration of the Escrow Term have been satisfied and no Dispute then exists as to any claim for indemnification by Buyer for such claims, the balance of the Escrow Amount will be released to the Member Representative for distribution to the Members on the first Business Day immediately following the expiration of the Escrow Term. To the extent there does exist a claim for indemnification by Buyer of which the Member Representative has been notified, which claim has not been satisfied in full in accordance herewith prior to the expiration of the Escrow Term“Excess Amount”), an amount equal to the reasonable estimate Excess Amount shall be transferred from the Escrow Account to an account or accounts designated by Purchaser within five days after Purchaser’s request therefor, subject to the dispute provisions set forth in the Post-Closing Escrow Agreement; (b) in the event of a Purchase Price adjustment pursuant to Section 3.6(b), an amount equal to such adjustment shall be paid to Purchaser within five days after Purchaser’s request therefor, subject to the dispute provisions set forth in the Post-Closing Escrow Agreement; (c) in the event of a Purchase Price adjustment pursuant to Section 3.6(c), an amount equal to such adjustment shall be paid to Parent within five days after Parent’s request therefor; (d) within five Business Days after the calculation of the Balance Sheet Schedule becomes binding and conclusive on the parties pursuant to Section 3.5(c), Sellers or Purchaser, as the case may be, shall make (or shall cause the Escrow Agent to make) the payment described below by wire transfer of immediately available funds to the account or accounts designated in writing by the party entitled to receive such payment to the party required to make such payment: (i) In the event of an Actual Deficit, an amount equal to the Actual Deficit shall be distributed from the Post-Closing Escrowed Funds, together with all accrued investment income or interest on the Post-Closing Escrowed Funds, by the Post- Closing Escrow Agent to Purchaser and, in the event the Actual Deficit is greater than the amount of such claim hereunder by Buyer will be withheld from the balance Post-Closing Escrowed Funds, Sellers shall pay the amount equal to the Actual Deficit less the amount of the Escrow Amount and will continue Post-Closing Escrowed Funds. (ii) In the event of an Actual Surplus, Purchaser shall pay to be held by the Escrow Agent pursuant Sellers an amount equal to the terms of the Escrow Agreement until such claim has been fully resolved and the Escrow Term shall be deemed to be extended accordingly and the balance of the Escrow Amount will be released to the Member Representative for distribution to the Members. Distributions declared and paid on the escrowed Common Units shall be delivered to the Escrow Agent and the Escrow Agent shall, promptly upon receipt of such distributions, release such distributions to the Member RepresentativeActual Surplus. (e) The Parties shall execute and deliver such instruction notices and letters in writing to To the Escrow Agentextent there are any remaining amounts, and take such other actions, as may be reasonably requested, to implement the terms hereof and to disburse the Escrow Amount as contemplated herein. (f) The Parties acknowledge that the Escrow Amount has been established to provide assets that will be available as a source of recovery by Buyer but that the Escrow Amount is not intended to establish any cap including all accrued investment income or limit interest on the Members’ obligations resulting from a Buyer Indemnified ClaimPost-Closing Escrowed Fund, other than with respect to Buyer Indemnified Claims arising under Section 13.2(a)(i) that do not relate to Fundamental Representations and Warranties or fraud. (g) The fees and expenses payable to in the Post-Closing Escrow Agent Funds after satisfying all of the payments pursuant to Section 3.4(a), (b) and (c), then the Escrow Agreement remainder shall be split equally between Buyer distributed to Sellers; provided, however, if there is a shortfall of funds in the Post-Closing Escrow, Sellers shall still be obligated to pay to Purchaser any adjustments set forth in Sections 3.5 and the Member Representative3.6.