Common use of Release of Escrow Amount Clause in Contracts

Release of Escrow Amount. Termination. (a) On the date upon which the Sellers satisfy their obligations, if any, pursuant to Section 2.3(c)(i) of the Stock Purchase Agreement (such date being, the "INITIAL ESCROW FUND RELEASE DATE"), the Escrow Agent shall release the remaining Working Capital Escrow Shares to the Sellers as follows: (i) the remaining Magnolia Working Capital Escrow Shares to Magnolia; and (ii) the remaining Hawthorne Working Capital Escrow Shares to Hawthorne Trust. (b) Following the Initial Escrow Fund Release Date and upon the earlier to occur of (i) the date that is twelve (12) months after the date hereof (the "TERMINATION DATE") and (ii) termination of this Agreement pursuant to Section 10 hereof, the Escrow Agent shall transfer, assign, deliver and pay over to Magnolia and Hawthorne Trust the remaining Magnolia Indemnity Escrow Shares and Hawthorne Indemnity Escrow Shares, respectively, remaining in the Escrow Fund. In the event that, on the Termination Date, there are claims for Taxes or, as the case may be, Losses outstanding which have not been satisfied in full during such period because such claims for Taxes or, as the case may be, Losses are in dispute pursuant to Sections 5 or, as the case may be, 6 hereof, then the Escrow Agent shall retain an amount sufficient to satisfy any such Taxes or, as the case may be, Losses in full and shall transfer the balance of the Escrow Fund to the Sellers.

Release of Escrow Amount. TerminationIf the Escrow Agent receives a certificate (or any number of counterparts thereof) signed by both an officer of Parent and Executives’ Representative directing the Escrow Agent as to distribution of all or any part of the Escrow Amount, the Escrow Agent shall immediately distribute such part from the Escrow Amount (including any interest thereon) as directed in such certificate. (a) On the date upon which twentieth business day after receipt by the Sellers satisfy their obligations, if any, pursuant Escrow Agent of a certificate signed by an officer of Parent (an “Officer’s Certificate”) (i) stating that Escrow Agent is obligated to Section 2.3(c)(imake a payment to Parent or Executives (“Payment”) and (ii) specifying the amount of the Stock Purchase Agreement (such date beingPayment, the "INITIAL ESCROW FUND RELEASE DATE")Escrow Agent shall, subject to the provisions of Section 5 hereof, distribute to Parent or Executives (with respect to each Executive, as directed in the Officer’s Certificate) from the funds then held in the Escrow Account an amount (and interest thereon) equal to the Payment as stated in such Officer’s Certificate. (b) If the Escrow Agent does not receive an Officer’s Certificate on or before the 30th day after the Determination Date with respect to any Threshold Test, the Escrow Agent shall release distribute from the remaining Working Capital funds then held in the Escrow Shares Account an amount (and interest thereon) equal to the Sellers Threshold Amount corresponding to such Threshold Test to the Executives pro rata based on contributions to the Escrow Fund with respect to such executive for such Threshold Test as follows: (i) set forth on Exhibit F to the remaining Magnolia Working Capital Escrow Shares to Magnolia; and (ii) the remaining Hawthorne Working Capital Escrow Shares to Hawthorne TrustMerger Agreement. (bc) Following If any funds remain on deposit with the Initial Escrow Fund Release Date and upon Agent hereunder on [insert date 9 months from the earlier to occur of (i) the date that is twelve (12) months after the date hereof (the "TERMINATION DATE") and (ii) termination of this Agreement pursuant to Section 10 hereof, Appointment Time] the Escrow Agent shall transferdeliver such Funds to Parent; provided, assignhowever, deliver and pay over that if a dispute between the parties hereto with respect to Magnolia and Hawthorne Trust the remaining Magnolia Indemnity Escrow Shares and Hawthorne Indemnity Escrow Shares, respectively, remaining in any portion of the Escrow Fund. In the event thatAmount is pending, such funds shall remain on the Termination Date, there are claims for Taxes or, as the case may be, Losses outstanding which have not been satisfied in full during such period because such claims for Taxes or, as the case may be, Losses are in dispute pursuant to Sections 5 or, as the case may be, 6 hereof, then deposit with the Escrow Agent shall retain an amount sufficient to satisfy any hereunder until such Taxes or, as dispute is resolved in accordance with the case may be, Losses in full and shall transfer the balance provisions of the Escrow Fund to the SellersSection 5 hereof.

Release of Escrow Amount. Termination(a) Any portion of the Escrow Amount not previously released to, or permitted to be retained by, Acquiror as a result of an indemnification claim by Acquiror shall be released to the Series D Holders and Target Retention Bonus Plan Participants on the Release Date pursuant to the Escrow Agreement; provided, however, that a portion of the Indemnity Escrow Amount, which is reasonably necessary (as determined in accordance with Section 9.3) to satisfy any unsatisfied claims specified in any Officer’s Certificate (as defined in Section 9.3) theretofore delivered to the Stockholders’ Agent prior to the Escrow Termination Date with respect to facts and circumstances existing on or prior to the Escrow Termination Date, shall remain in the Indemnity Escrow Fund until such claims have been resolved. (ab) On the date upon which the Sellers satisfy their obligations, if anyRelease Date, pursuant to Section 2.3(c)(i) of the Stock Purchase Agreement (such date being, the "INITIAL ESCROW FUND RELEASE DATE")Escrow Agreement, the Escrow Agent shall release the remaining Working Capital Escrow Shares to the Sellers as follows:release; (i) to the remaining Magnolia Working Capital Series D Holders (through the Payment Agent) their Pro Rata Portion of ninety percent (90%) of the relevant Escrow Shares Amount, less with respect to Magnoliaeach such Series D Holder a portion of the Indemnity Escrow Amount with a value (as determined pursuant to Section 9.3) equal to the sum of (1) such Series D Holder’s Pro Rata Portion of ninety percent (90%) the relevant Escrow Amount previously released to Acquiror in accordance with Section 9.3; andand (2) in the case of the Indemnity Escrow Amount, such Stockholder’s Pro Rata Portion of ninety percent (90%) of the Indemnity Escrow Amount that shall remain in the Indemnity Escrow Fund in accordance with the foregoing Subsection (a) of this Section 9.1 with respect to any pending but unresolved indemnification claims of Acquiror. (ii) to the remaining Hawthorne Working Capital Target Retention Bonus Plan Participants (through the Payment Agent) their Pro Rata Portion of ten percent (10%) of the relevant Escrow Shares Amount, less with respect to Hawthorne Trust. each such Target Retention Bonus Plan Participant a portion of the Indemnity Escrow Amount with a value (b) Following the Initial Escrow Fund Release Date and upon the earlier to occur of (i) the date that is twelve (12) months after the date hereof (the "TERMINATION DATE") and (ii) termination of this Agreement as determined pursuant to Section 10 hereof, 9.3) equal to the sum of (1) such Target Retention Bonus Plan Participant’s Pro Rata Portion of ten percent (10%) the Escrow Agent shall transfer, assign, deliver Amount previously released to Acquiror in accordance with Section 9.3; and pay over to Magnolia and Hawthorne Trust (2) in the remaining Magnolia case of the Indemnity Escrow Shares and Hawthorne Amount, such Target Retention Bonus Plan Participant’s Pro Rata Portion of ten percent (10%) of the Indemnity Escrow Shares, respectively, remaining Amount that shall remain in the Indemnity Escrow FundFund in accordance with the foregoing Subsection (a) of this Section 9.1 with respect to any pending but unresolved indemnification claims of Acquiror. In Any portion of the event thatEscrow Amount held as a result of clauses (i)(2) or (ii)(2) shall be released to the Series D Holders and the Target Retention Bonus Plan Participants, on the Termination Dateone hand, there are claims for Taxes oror released to Acquiror, on the other hand (as the case may be, Losses outstanding which have not been satisfied in full during such period because such claims for Taxes or, as the case may be, Losses are in dispute pursuant to Sections 5 or, as the case may be, 6 hereof, then the Escrow Agent shall retain an amount sufficient to satisfy any such Taxes or, as the case may be, Losses in full and shall transfer the balance appropriate) promptly upon resolution of the Escrow Fund to the Sellerseach specific indemnification claim involved.

Release of Escrow Amount. Termination. (a) On each occasion on which Parent determines that any Indemnified Person may be entitled to indemnification for any amount pursuant to Article VII of the date upon Merger Agreement (whether or not the Basket has been exceeded), Parent shall deliver to the Representative and the Escrow Agent a notice specifying in reasonable detail the nature and dollar amount of any claim that any Indemnified Person may have under Article VII of the Merger Agreement (a "Claim Certificate") for the payment of such amount. (b) Within thirty (30) days after receipt by the Representative of a Claim Certificate, the Representative may deliver to Parent and the Escrow Agent a written objection to all or any part of the Claim Certificate (an "Objection"). The Objection shall set forth in reasonable detail the basis of the Representative's objection to the Claim Certificate and the amount in dispute. (c) If the Representative fails to deliver an Objection to Parent and the Escrow Agent by 5:00 p.m. Eastern Time on the thirtieth (30th) day following the receipt by the Representative of a Claim Certificate, the Escrow Agent shall pay to the Indemnified Persons out of the Escrow Amount an amount equal to the amount requested in the Claim Certificate (up to a maximum of the Escrow Amount). Any such payment shall be made on or before the second (2nd) Business Day following the expiration of such thirty (30) day period. The Escrow Agent shall continue to hold any amounts remaining in the Escrow Account following the payment of any Claim Certificate in accordance with the terms of this Agreement. (d) If the Representative delivers a timely Objection with respect to all or any portion of a Claim Certificate, the Escrow Agent shall not disburse, and shall continue to hold in the Escrow Account, the amount requested in the Claim Certificate or the disputed portion thereof, as the case may be, pending receipt of either (i) payment instructions signed by Parent and the Representative, specifying the agreement of the parties as to the action to be taken by the Escrow Agent in respect of such Claim Certificate ("Joint Payment Instructions") or (ii) a notice from either Parent or the Representative stating that either such Claim Certificate has been submitted to a court of competent jurisdiction for judgment and that a judgment with respect to such matters has been rendered or such Claim Certificate has been submitted to a panel of arbitrators with proper jurisdiction and that a final non-appealable award with respect to such arbitration has been rendered (in each case, a "Judgment Notice") which is accompanied by a copy of a final, nonappealable order of such court or such arbitration panel, as the Sellers satisfy their obligations, if anycase may be (each an "Order"), pursuant to which such court has determined whether and to what extent the Indemnified Persons are entitled to the amount requested in the Claim Certificate. Upon receipt of Joint Payment Instructions or a Judgment Notice, as applicable, the Escrow Agent shall thereafter act in accordance with Section 2.3(c)(i3(e) or 3(f) below, as applicable. A copy of the Stock Purchase Judgment Notice or Order shall be delivered to each party at the same time as it is delivered to the Escrow Agent. (e) Upon receipt by the Escrow Agent of Joint Payment Instructions, if such Joint Payment Instructions indicate that any Indemnified Persons are entitled to payment in respect of all or any portion of the Claim Certificate, then the Escrow Agent shall release from the Escrow Account and pay to the Indemnified Persons the amount indicated in such Joint Payment Instructions (up to a maximum of the Escrow Amount). Such payment shall be made on or before the second (2nd) Business Day following the date on which such Joint Payment Instructions are received by the Escrow Agent. If such Joint Payment Instructions indicate that the Indemnified Persons are not entitled to all or any portion of the amount claimed in such Claim Certificate (a "Discharge Notice"), then the Escrow Agent shall continue to hold such amount in the Escrow Account in accordance with the terms of this Agreement until such amounts are to be disbursed (A) to the Former Stockholders pursuant to Sections 3(h), 3(i) or 3(j) or 3(k), (B) to any Indemnified Persons in respect of another Claim Certificate pursuant to Sections 3(c), 3(e) or 3(f) or (C) to any Person pursuant to Section 3(k). (f) If the Escrow Agent has received a Judgment Notice and an Order with respect to any Claim Certificate, then the Escrow Agent shall release from the Escrow Account and pay to the Indemnified Persons an amount equal to the amount due the Indemnified Persons. Such payment shall be made on or before the second (2nd) Business Day following the date on which the Escrow Agent received such date beingOrder. If such Order indicates that the Indemnified Persons were not entitled to all or any portion of the amount claimed in the Claim Certificate (a "Determination Discharge"), then the Escrow Agent shall continue to hold such amount to which the Indemnified Persons were determined not to be entitled in accordance with the terms of this Agreement until such amounts are to be disbursed (A) to the Former Stockholders pursuant to Sections 3(h), 3(i), 3(j) or 3(k), (B) to any Indemnified Persons in respect of another Claim Certificate pursuant to Sections 3(c), 3(e) or 3(f) or (C) to any Person pursuant to Section 3(k). (g) As promptly as practicable following the disbursement of any funds from the Escrow Account, the Escrow Agent shall send a written statement to the Representative and Parent stating the amount of the disbursement and the amounts remaining in the Escrow Account. (h) January 31, 2007 is referred to herein as the "Initial Reduction Date". On the Initial Reduction Date, the Escrow Amount shall automatically be reduced by the excess of the Escrow Amount on hand on the Initial Reduction Date over the sum of (i) $7,950,000 plus (ii) the Pending and Paid Claims Amount (as defined below) (the amount of such distribution, together with any share of interest and other earnings on the Escrow Amount as provided below, being referred to as the "Initial Escrow Disbursement"). On or before the third (3rd) Business Day following the receipt of Joint Written Instructions by the Escrow Agent notifying the Escrow Agent of the Initial Reduction Date, subject to the provisions of the following sentence, the Escrow Agent shall pay to the Former Stockholders the Initial Escrow Disbursement. For purposes of this Section 3(h), the "INITIAL ESCROW FUND RELEASE DATEPending and Paid Claims Amount" shall equal the sum of (x) the amounts theretofore paid to Parent, plus (y) the amount of claims evidenced by Claim Certificates submitted prior to the Initial Reduction Date and which have not been paid in accordance with Section 3(c) as of the Initial Reduction Date and as to which, as of the Initial Reduction Date, the Escrow Agent has not received and fully acted upon Joint Payment Instructions or an Order, nor received a Discharge Notice or a Determination Discharge (any such Claim Certificate(s) being referred to as an "Initial Outstanding Claim(s)"). The Initial Escrow Disbursement shall also include a share of the earnings and interest earned on the Escrow Amount through the Initial Reduction Date, and after deducting any expenses of the Escrow Agent hereunder, determined by multiplying such amount by a fraction, the numerator of which is the amount of the Initial Escrow Disbursement and the denominator of which is $19,875,000. The balance of the Escrow Amount shall be held in escrow to fund claims for indemnification by any Indemnified Person pursuant to Article VII of the Merger Agreement. (i) April 30, 2007 is referred to herein as the "Second Reduction Date". On the Second Reduction Date, the Escrow Amount shall automatically be reduced by the excess of the Escrow Amount on hand on the Second Reduction Date over the sum of (i) $3,975,000, plus (ii) the Pending and Paid Claims Amount (as defined below) (the amount of such distribution, together with any share of interest and other earnings on the Escrow Amount as provided below, being referred to as the "Second Escrow Disbursement"). On or before the third (3rd) Business Day following the receipt of Joint Written Instructions by the Escrow Agent notifying the Escrow Agent of the Second Reduction Date, the Escrow Agent shall pay to the Former Stockholders the Second Escrow Disbursement. For purposes of this Section 3(i), the Pending and Paid Claims Amount shall equal the sum of (x) the amounts theretofore paid to the Parent, plus (y) the amount of claims evidenced by Claim Certificates submitted prior to the Second Reduction Date and which have not been paid in accordance with Section 3(c) as of the Second Reduction Date and as to which, as of the Second Reduction Date, the Escrow Agent has not received and fully acted upon Joint Payment Instructions or an Order, nor received a Discharge Notice or a Determination Discharge (any such Claim Certificate(s) being referred to as an "Second Outstanding Claim(s)"). The Second Escrow Disbursement shall also include a share of the earnings and interest earned on the Escrow Amount through the Second Reduction Date, and after deducting any expenses of the Escrow Agent hereunder, determined by multiplying such amount by a fraction, the numerator of which is the amount of the Second Escrow Disbursement and the denominator of which is $19,875,000. The balance of the Escrow Amount shall be held in escrow to fund claims for indemnification by any Indemnified Person pursuant to Article VII of the Merger Agreement. (j) July 31, 2007 is referred to herein as the "Final Reduction Date". On or before the third (3rd) Business Day following the receipt of Joint Written Instructions by the Escrow Agent notifying the Escrow Agent of the Final Reduction Date, the Escrow Agent shall pay to the Former Stockholders an amount equal to the then remaining balance of the Escrow Amount, including any interest or other earnings, reduced by the Pending Claims Amount (as defined below). For purposes of this Section 3(j), the Pending Claims Amount shall equal the amount of claims evidenced by Claim Certificates submitted prior to the Final Reduction Date and which have not been paid in accordance with Section 3(c) as of the Final Reduction Date and as to which, as of the Final Reduction Date, the Escrow Agent has not received and fully acted upon Joint Payment Instructions or an Order, nor received a Discharge Notice or a Determination Discharge (any such Claim Certificate(s) being referred to as "Final Outstanding Claim(s)"). The Escrow Agent shall retain and continue to hold in accordance with the terms hereof an amount equal to the amount requested in all such Final Outstanding Claims (all such amounts, together with any portion of the Retained Amount not previously disbursed as provided in Section 3(i), the "Final Retained Amount"); and thereafter the Escrow Agent shall release from the Escrow Account to Parent and/or Former Stockholders, as applicable, all or portions of the Final Retained Amount as and when it receives Joint Payment Instructions, Orders, Discharge Notices or Determination Discharges, as applicable, related to the Final Outstanding Claims. Following the Final Reduction Date, in the event that the Final Retained Amount at any time exceeds the amount of all Final Outstanding Claims which have not been paid to the Indemnified Parties or which are not subject to a Discharge Notice or Determination Discharge, the Escrow Agent shall pay to the Former Stockholders within three (3) Business Days of the Representative's written request for such payment, an amount equal to such excess. (k) Notwithstanding the foregoing, if at any time the Escrow Agent shall receive Joint Written Instructions to release all or a portion of the Escrow Amount, then within three (3) Business Days after receipt of such Joint Written Instructions, the Escrow Agent shall release the remaining Working Capital Escrow Shares Amount in accordance with such Joint Written Instructions. The parties will cooperate in good faith in executing such Joint Written Instructions whenever reasonably necessary to ensure distributions of escrowed funds to the Sellers party entitled thereto under the terms of the Merger Agreement. The date on which the entire Escrow Amount has been disbursed from the Escrow Account shall be referred to herein as follows: (i) the remaining Magnolia Working Capital Escrow Shares to Magnolia; and (ii) the remaining Hawthorne Working Capital Escrow Shares to Hawthorne Trust"Termination Date. (bl) Following Any and all payments to be made to the Initial Escrow Fund Release Date and upon the earlier Former Stockholders pursuant to occur of (i) the date that is twelve (12) months after the date hereof (the "TERMINATION DATE") and (ii) termination of this Agreement pursuant to Section 10 hereof, shall be allocated among the Escrow Agent shall transfer, assign, deliver and pay over to Magnolia and Hawthorne Trust the remaining Magnolia Indemnity Escrow Shares and Hawthorne Indemnity Escrow Shares, respectively, remaining Former Stockholders in the Escrow Fund. In percentages set forth next to the event that, on the Termination Date, there are claims for Taxes or, as the case may be, Losses outstanding which have not been satisfied in full during such period because such claims for Taxes or, as the case may be, Losses are in dispute pursuant to Sections 5 or, as the case may be, 6 hereof, then the Escrow Agent shall retain an amount sufficient to satisfy any such Taxes or, as the case may be, Losses in full and shall transfer the balance names of the Escrow Fund Former Stockholders as set forth on Schedule 2. All payments to Former Stockholders shall be made by check made payable to the SellersFormer Stockholders in the name and mailed to the address of such Former Stockholders set forth on Schedule 2, or such updated or corrected address as may be provided by a Former Stockholder or the Representative.

Release of Escrow Amount. Termination.If on the date of closing of the Offerings (as more fully described in the Registration Statement) the Escrow Agent has received from the Company and Centennial a certificate stating that the Company has received subscriptions or purchase orders for at least 680,000 Shares and that the Offerings have closed, then the Escrow Agent: (a) On is authorized and instructed to pay to the date Company the Escrow Amount held by the Escrow Agent in the Escrow Account, less those amounts specified in subsections (b) through (e) below; (b) shall, upon receipt of the written confirmation from Centennial or the Company set forth in, and otherwise in accordance with, Section VII, distribute to purchasers in the Subscription Offering and the Community Offering out of the Escrow Amount deposited amounts with respect to stock orders which the Sellers satisfy their obligations3 Company has rejected in accordance with Section IV, if any, or to subscribers in the event of an oversubscription in the Subscription Offering in accordance with instructions provided by the Company and Centennial; (c) shall be entitled to retain amounts from the Escrow Amount owing to it pursuant to Section 2.3(c)(iXI; (d) of the Stock Purchase Agreement (such date beingshall, the "INITIAL ESCROW FUND RELEASE DATE"), subject to receipt by the Escrow Agent shall release of a written confirmation signed by both Centennial and the remaining Working Capital Escrow Shares Company as to the Sellers agreed amount due, pay to Centennial out of the Escrow Amount an amount equal to Centennial's fees as follows: (i) the remaining Magnolia Working Capital Escrow Shares to MagnoliaSales Agent for the offering as described in the Registration Statement and a Sales Agent Agreement between Centennial and the Company; and (iie) shall, subject to receipt by the remaining Hawthorne Working Capital Escrow Shares Agent of a written confirmation signed by both Centennial and the Company as to Hawthorne Trust. the agreed amount due, pay to Centennial's counsel such amounts as agreed as the fees due to be paid to Centennial's counsel pursuant to the Sales Agent Agreement. The Escrow Agent shall not be required to interpret the Sales Agent Agreement, the Registration Statement or any other agreement as to the proper amounts due to be paid under (b) Following the Initial Escrow Fund Release Date and upon the earlier to occur of (i) the date that is twelve (12) months after the date hereof (the "TERMINATION DATE"d) and (iie) termination of above, but shall rely solely upon the written confirmations described therein. The Escrow Agents obligation to make distributions under this Agreement pursuant Section is limited to Section 10 hereof, the Escrow Agent shall transfer, assign, deliver and pay over to Magnolia and Hawthorne Trust the remaining Magnolia Indemnity Escrow Shares and Hawthorne Indemnity Escrow Shares, respectively, remaining actual amounts on deposit in the Escrow Fund. In the event that, on the Termination Date, there are claims for Taxes or, as the case may be, Losses outstanding which have not been satisfied in full during such period because such claims for Taxes or, as the case may be, Losses are in dispute pursuant to Sections 5 or, as the case may be, 6 hereof, then the Escrow Agent shall retain an amount sufficient to satisfy any such Taxes or, as the case may be, Losses in full and shall transfer the balance of the Escrow Fund to the SellersAccount.

Release of Escrow Amount. Termination. (a) On Promptly (and in any event within 2 Business Days) following the date upon which the Sellers satisfy their obligations, if any, pursuant to Section 2.3(c)(i) of the Stock Purchase Agreement (such date beingFirst Escrow Release Date, the "INITIAL ESCROW FUND RELEASE DATE"), Releasor Representative and the Releasee Representative shall execute and deliver to the Escrow Agent shall release a Joint Instruction directing the remaining Working Capital Escrow Shares Agent to pay to the Sellers as follows: Releasors from the Escrow Account an amount equal to forty million U.S. dollars (i$40,000,000.00) by wire transfer of immediately available funds pursuant to the remaining Magnolia Working Capital Escrow Shares to Magnolia; and (ii) the remaining Hawthorne Working Capital Escrow Shares to Hawthorne Trustwire instructions set forth in such joint written instruction. (b) Following Promptly (and in any event within 2 Business Days) following the Initial Second Escrow Fund Release Date Date, the Releasor Representative and upon the earlier Releasee Representative shall execute and deliver to occur of (i) the date that is twelve (12) months after the date hereof (the "TERMINATION DATE") and (ii) termination of this Agreement pursuant to Section 10 hereof, the Escrow Agent shall transfer, assign, deliver and a Joint Instruction directing the Escrow Agent to pay over to Magnolia and Hawthorne Trust the remaining Magnolia Indemnity Escrow Shares and Hawthorne Indemnity Escrow Shares, respectively, Releasors any amounts then remaining in the Escrow Fund. Account (which, for the avoidance of doubt, shall include any interest earned on the funds held in the Escrow Account less any expenses of the Escrow Agent to be paid out of the Escrow Account in accordance with the terms of the Escrow agreement). (c) In the event that, on prior to the Termination occurrence of the First Escrow Release Date or the Second Escrow Release Date, there are claims for Taxes ora Final Determination has been entered in favor of, as or the case may beReleasors have entered in a legally binding and enforceable settlement agreement with, Losses outstanding which have not been satisfied in full during such period because such claims for Taxes or, as the case may be, Losses are in dispute State of Georgia pursuant to Sections 5 orwhich the State of Georgia (together with its successors and assigns, as the case may be“State Parties”) (i) is entitled to receive payment in respect of any Third-Party Claims and (ii) expressly releases Releasees from any liability to the State Parties in respect of any Third-Party Claims (and provided that Releasees are express third-party beneficiaries of such release) (a “State Settlement Agreement,” and any such amounts owed to any State Parties pursuant to such Final Determination or State Settlement Agreement, 6 hereofa “State Award”), then the Releasor Representative and the Releasee Representative shall execute and deliver to the Escrow Agent a Joint Instruction directing the Escrow Agent to pay to (x) such State Parties the lesser of (1) the amount owed to such State Parties pursuant to such Final Determination or State Settlement Agreement and (2) the amount of funds then remaining in the Escrow Account (which, for the avoidance of doubt, shall retain an amount sufficient to satisfy include any such Taxes or, as interest earned on the case may be, Losses funds held in full and shall transfer the balance Escrow Account less any expenses of the Escrow Fund Agent to be paid out of the Escrow Account in accordance with the terms of the Escrow Agreement) and (y) the Releasors the amount of funds (if any) remaining in the Escrow Account following the payment described in the foregoing clause (x). For the avoidance of doubt, the foregoing shall not relieve the Releasors of their obligation to indemnify and hold harmless the Releasees in accordance with the terms of Sections 8 and 11 from and against any losses incurred by the Releasees with respect to the Sellersportion of any State Award in excess of the amount of funds remaining in the Escrow Account at the time of such State Award.

Release of Escrow Amount. Termination. (a) On Upon delivery, at any time on or before the date upon which is one hundred eighty (180) days following the Sellers satisfy their obligations, if any, pursuant to Section 2.3(c)(i) of Closing Date (the Stock Purchase Agreement (such date being, the "INITIAL ESCROW FUND RELEASE DATE"“Escrow Period”), to the Escrow Agent shall release and the remaining Working Capital Escrow Shares to the Sellers as follows: Selling Entity, of a certificate signed by any officer of Buyer (an “Officer’s Certificate”) stating that Buyer has received (i) the remaining Magnolia Working Capital Escrow Shares to Magnolia; and an Estoppel and Consent Certificate for a Restricted Branch and (ii) an assignment document to evidence the remaining Hawthorne Working Capital assignment to Buyer of the Unexpired Lease for such Restricted Branch, each in form and substance reasonably satisfactory to Buyer, Escrow Shares Agent shall, no later than the date that is three (3) Business Days after Escrow Agent’s receipt of such Officer’s Certificate and subject to Hawthorne Trustthe provisions of this Schedule B, cause to be disbursed to Selling Entity a portion of the Escrow Amount equal to $500,000 for each Restricted Branch (plus Escrow Earnings relating to such amount) that is the subject of such Officer’s Certificate. (b) Following Within three (3) Business Days of the Initial end of the Escrow Fund Release Date Period (the “Escrow Termination Date”), Buyer shall deliver to the Escrow Agent and upon the earlier Selling Entity an Officer’s Certificate stating which of each Remaining Branch is a Terminated Branch, and within 3 Business Days of receipt of such Officer’s Certificate, Escrow Agent shall cause to occur of be disbursed (i) to Buyer a portion of the date Escrow Amount equal to $500,000 for each Terminated Branch (plus Escrow Earnings relating to such amount) that is twelve (12) months after set forth in the date hereof (the "TERMINATION DATE") Officer’s Certificate and (ii) termination to Selling Entity the remainder of the Escrow Amount (plus Escrow Earnings). Bank: ABA No.: Acct. Name: Account No.: Bank: ABA No.: Acct. Name: Account No.: This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of ___ , 2007, by and among Check Mart of Florida, Inc., a Delaware corporation (“Assignee”), and CCS Financial Services, Inc., a Florida corporation, (the “Assignor”). Assignor and Assignee are entering into this Agreement pursuant to Section 10 hereofthat certain Asset Purchase Agreement, dated as of ___, 2007 (the Escrow Agent “Purchase Agreement”), by and among Assignor, Assignee, and certain other parties. All capitalized terms used and not otherwise defined herein shall transfer, assign, deliver and pay over to Magnolia and Hawthorne Trust have the remaining Magnolia Indemnity Escrow Shares and Hawthorne Indemnity Escrow Shares, respectively, remaining meanings ascribed thereto in the Escrow Fund. In the event that, on the Termination Date, there are claims for Taxes or, as the case may be, Losses outstanding which have not been satisfied in full during such period because such claims for Taxes or, as the case may be, Losses are in dispute pursuant to Sections 5 or, as the case may be, 6 hereof, then the Escrow Agent shall retain an amount sufficient to satisfy any such Taxes or, as the case may be, Losses in full and shall transfer the balance of the Escrow Fund to the SellersPurchase Agreement.