Common use of Xxxxxxx Money Clause in Contracts

Xxxxxxx Money. Within two (2) Business Days after the date of this Agreement, the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”). The Xxxxxxx Money shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSA.

Xxxxxxx Money. Within two Purchaser has delivered to First American Title Insurance Company (2“Title Company”) Business Days after at 000 Xxxxx Xxxxxxxx Xxxxxx, 4th Floor, Los Angeles, California 90017, Attn: Xxxxx Xxxxxxxx, Senior National Commercial Escrow Officer, an xxxxxxx money deposit (the date “Initial Deposit”) in the amount of this AgreementFive Hundred Thousand and no/100 Dollars ($500,000.00) In the event that Purchaser delivers the “Closing Notice” (as defined below) to Seller and elects to proceed to Closing, then within three (3) business days following the Buyer expiration of the “Approval Period” (as defined below), Purchaser shall make an additional xxxxxxx money deposit (the “Additional Deposit”) with Escrow Agent an aggregate the Title Company in the amount under this Agreement of Four Million Five Hundred Thousand and no/100 Dollars ($4,500,000.00), and Purchaser shall reference escrow number: NCS-655440 when making such deposit. The Initial Deposit, together with the Other PSAs equal to $150,000,000 (Additional Deposit, if and when made, and together with all interest accrued thereon, are herein collectively called the “Xxxxxxx Money”). The Xxxxxxx Money shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money invested by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent Title Company in an FDIC-insured, interest-bearing account with as Purchaser shall direct. If the Escrow Agent acceptable to sale of the Buyer and Property is consummated under this Agreement, the Sellers and Xxxxxxx Money, shall be held applied as a credit against the Purchase Price at the last Closing Date (as defined in escrow Section 6.1) or refunded to Purchaser in such amount as the Xxxxxxx Money may exceed such Purchase Price. If Purchaser terminates this Agreement in accordance with any right to terminate granted to Purchaser by the provisions terms of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paidthis Agreement, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied returned to Purchaser, and the Escrow Agent neither party hereto shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” have any further obligations under this Agreement and each Other PSA, shall be reserved except for application to such obligations which by their terms expressly survive the Cash Consideration Amount payable pursuant to termination of this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSASurviving Obligations”).

Xxxxxxx Money. (a) Within two three (23) Business Days business days after the date Purchaser’s execution and delivery of this Agreement, Purchaser shall deliver the Buyer Initial Xxxxxxx Money to Escrow Agent by federal wire transfer or by Purchaser’s check, payable to Escrow Agent, which Initial Xxxxxxx Money shall be held and released by Escrow Agent in accordance with the terms of the Escrow Agreement. (b) Within three (3) business days after the last day of the Inspection Period, Purchaser shall deposit the Additional Xxxxxxx Money with Escrow Agent. The parties hereto mutually acknowledge and agree that time is of the essence in respect of Purchaser’s timely deposit of the Additional Xxxxxxx Money with Escrow Agent an aggregate amount under and that if Purchaser fails to deposit the Additional Xxxxxxx Money with Escrow Agent in the time period set forth above, this Agreement shall terminate, and Escrow Agent shall return the Other PSAs equal Initial Xxxxxxx Money to $150,000,000 Purchaser, and neither party hereto shall have any further rights or obligations hereunder, except those provisions of this Agreement which by their express terms survive the termination of this Agreement. (“Xxxxxxx Money”). c) The Xxxxxxx Money shall be in applied to the form of either (a) immediately available funds by wire transfer to an account Purchase Price at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers Closing and shall otherwise be held in escrow held, refunded, or disbursed in accordance with the provisions terms of Section 14.5the Escrow Agreement and this Agreement. All interest and other income from time to time earned on the Initial Xxxxxxx Money while held by Escrow Agent and the Additional Xxxxxxx Money shall be paid to earned for the party to whom account of Purchaser, and shall be a part of the Xxxxxxx Money; and the Xxxxxxx Money is paid, except that if hereunder shall be comprised of the Closing occursInitial Xxxxxxx Money, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Additional Xxxxxxx Money and any all such interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAother income.

Xxxxxxx Money. Within two (2a) Business Days after Simultaneously with the date execution and delivery of this Agreement, Purchaser is depositing with Commercial Settlements, Inc. (the Buyer "Escrow Agent"), having its office at 0000 X Xxxxxx, X.X., 00xx Xxxxx, Xxxxxxxxxx, X.X. 00000 Attention: Xxxxxx X. Xxxxx, the sum of One Million and No/100 Dollars ($1,000,000.00) (the "Xxxxxxx Money") in good funds, either by certified bank or cashier's check or by federal wire transfer. Purchaser shall deposit with provide Purchaser's federal tax identification number to Escrow Agent an aggregate amount under this Agreement and concurrently with the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”)making of such deposit. The Xxxxxxx Money shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent hold the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account in accordance with the terms and conditions of this Agreement. All interest accruing on such sum shall become a part of the Xxxxxxx Money and shall be distributed as Xxxxxxx Money in accordance with the terms of this Agreement. (b) In the event of termination of this Agreement prior to Closing, the Escrow Agent acceptable to shall disburse the Buyer and the Sellers and shall be held in escrow Xxxxxxx Money in accordance with the provisions of Section 14.5this Agreement governing such termination. All interest earned on Upon receipt of a party's written demand for the Xxxxxxx Money, the Escrow Agent shall promptly mail a copy of such demand to the other party, who shall then have five (5) days to dispute the disbursement by sending written notice of such objection to the Escrow Agent. In the event of any dispute between Seller and Purchaser regarding the disbursement of the Xxxxxxx Money, or in the event the Escrow Agent shall receive conflicting demands or instructions with respect thereto, the Escrow Agent shall withhold disbursement of the Xxxxxxx Money while held by until such dispute is resolved. Alternatively, the Escrow Agent shall be paid entitled to the party to whom deposit the Xxxxxxx Money is paidinto a court of general jurisdiction in the District of Columbia or the United States District Court for the District of Columbia, except that if the Closing occurs, the Buyer shall receive a credit and to interplead Seller and Purchaser in connection therewith. The costs of any such action for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon interpleader shall be applied to paid by whichever of Seller or Purchaser is the Cash Consideration Amount to losing party. The Escrow Agent shall not be paid at the Closing liable for any damage, liability or loss arising out of its services pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in Agreement, except for damage, liability or loss resulting from the form willful or negligent conduct of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder of its officers or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAemployees.

Xxxxxxx Money. Within two (2) Business Days after the date execution of this AgreementAgreement by Buyer and Seller, the Buyer shall deposit with the Title Company, as escrow agent (in such capacity, “Escrow Agent”), an amount equal to Two Million Three Hundred Fifty Thousand Dollars ($2,350,000) (the “First Xxxxxxx Money Deposit”). Provided that this Agreement has not previously been terminated, then, within one (1) Business Day after the expiration of the Due Diligence Period, Buyer shall deposit with the Escrow Agent an aggregate amount under this Agreement and additional Eleven Million Seven Hundred Thousand Dollars ($11,700,000) (the Other PSAs equal to $150,000,000 (“Second Xxxxxxx Money Deposit”). The term “Xxxxxxx Money”” shall mean the First Xxxxxxx Money Deposit, the Second Xxxxxxx Money Deposit (if applicable), and the Alpha Mill Additional Xxxxxxx Money Deposit (if applicable) together with all interest accrued thereon. The Xxxxxxx Money shall be in allocated among the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office Properties as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Moneyset forth on Schedule A-1 attached hereto. To the extent the The First Xxxxxxx Money is Deposit shall be in the form of immediately available funds by wire transfertransfer to such account as Escrow Agent shall designate to the Buyer. The Second Xxxxxxx Money Deposit (if applicable) and the Alpha Mill Additional Xxxxxxx Money Deposit (if applicable) shall be, upon at Buyer's option, in the form of either (i) immediately available funds by wire transfer or (ii) an irrevocable, unconditional, clean standby letter of credit in a form acceptable to Seller and from a national banking association reasonably approved by Seller, naming the Escrow Agent as beneficiary, having a term of not less than six (6) months, in each case to such account as Escrow Agent shall designate to the Buyer. Upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent Agent, such Xxxxxxx Money, if in the Xxxxxxx Money form of cash, will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent reasonably acceptable to the Buyer and the Sellers Seller and shall be held in escrow in accordance with the provisions of Section 14.512.3. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest against the Purchase Price. Upon delivery of the Xxxxxxx Money to the Escrow Agent, the Xxxxxxx Money shall be deemed non-refundable to the Buyer except as otherwise expressly provided in accordance with Section 2.2(b)this Agreement. At The Xxxxxxx Money shall be allocated among the Closing and each Other PSA Closing, a pro rata Properties as set forth on Schedule A-1 attached hereto. If any portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is delivered in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the credit, Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement draw on such letter of credit, (i) at any time that Seller is entitled to receive the Xxxxxxx Money pursuant to the terms of this Agreement, or (ii) on the tenth (10th) Business Day preceding the date of expiration of any such letter of credit, provided that prior to the occurrence of such date the letter of credit has not been renewed by Buyer and Buyer has not deposited xxxx Xxxxxxx Money in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so (or the Second Xxxxxxx Money Deposit attributable to the Properties not yet sold, if less). If Escrow Agent, pursuant to clause (ii), in the immediately preceding sentence, draws on any letter of credit delivered less as Xxxxxxx Money pursuant to the applicable pro rata portion terms of this Agreement, Escrow Agent will hold and disburse such funds as the Xxxxxxx Money released at subject to the Closing (“Replacement Letter terms of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable any escrow instructions delivered pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAhereto.

Xxxxxxx Money. Within two (2) Business Days after the date of this AgreementPurchaser has paid to Xxxx Xxxxx & Associates, Inc., as Escrow Agent, the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 sum of $ (“Xxxxxxx Money”)) contemporaneously with the execution of this agreement. The In the event of failure of Purchaser to pay said Xxxxxxx Money shall be as set out in the form of either foregoing sentence, or if any Xxxxxxx Money check is dishonored by the bank upon which it is drawn (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as in which case, Escrow Agent shall designate promptly give notice of the same to Purchaser and Seller and Purchaser shall have three (3) banking days after receiving such notice to deliver good funds to Escrow Agent), Seller shall have the Buyer or (b) in the form of a letter of credit reasonably acceptable right to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal terminate this Agreement upon notice to the Xxxxxxx MoneyPurchaser. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid Purchase Price at the Closing pursuant time of closing. Should Purchaser fail to close on this Agreement and each Other PSA (unless such Xxxxxxx Money is in by the form of a letter of credit in which case Last Day for Closing, as set out within, the Xxxxxxx Money shall constitute liquidated damages, and will be paid by Escrow Agent to Seller. In such event, it is agreed by the parties that such liquidated damages are not be so applied a penalty and are a good faith estimate of Seller’s actual damages, which damages are difficult to ascertain. Acceptance of said Xxxxxxx Money upon after Purchaser’s failure to close by Last Day for Closing shall satisfy all claims of Seller arising from this Agreement. If there is a dispute over the Xxxxxxx Money which the parties cannot resolve after a reasonable period of time, the Escrow Agent shall return may disburse the undrawn letter Xxxxxxx Money upon a reasonable interpretation of credit to the Buyer and Buyer shall deliver to Agreement, provided that the Escrow Agent first gives all parties 15 days notice stating to whom and why the disbursement will be made. In the alternative, the Escrow Agent may interplead the down payment into a replacement letter court of creditcompetent jurisdiction. The Escrow Agent shall be reimbursed for and may deduct from any funds interpleaded its costs and expenses, in the same form including reasonable attorney’s fees. All parties hereby agree to indemnify and issued by the same issuing bankhold Escrow Agent harmless from and against all claims, having a face amount equal causes of action, suits and damages arising out of or related to the face amount performance by Xxxxxx Agent of the last letter its duties hereunder. All parties further covenant and agree not to sue Escrow Agent for damages relating to any decision of credit so delivered less the applicable pro rata portion of the Escrow Agent to disburse Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) made in accordance with Section 14.33 the requirement of the Master PSAthis Agreement.

Xxxxxxx Money. Within two (2Balance Purchase Price Due at Closing...........................................$ Property Number(s) Business Days after Purchaser has paid to Auctioneer the date sum of this Agreement$ , as xxxxxxx money, which xxxxxxx money is to be promptly deposited into the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement Auctioneer’s escrow account and is to be applied as part payment of the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”). The Xxxxxxx Money shall be in the form of either (a) immediately available funds by wire transfer to an account purchase price at the Escrow Agent’s office time of closing or as Escrow Agent shall designate to otherwise provided herein. All parties hereto agree that Auctioneer may deposit the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent xxxxxxx money in an interest-bearing escrow account with the Escrow Agent acceptable and all parties hereto understand and agree that disbursement of xxxxxxx money can occur only as follows: (a) at closing; (b) upon written agreement signed by all parties to the Buyer and the Sellers and shall be held in escrow this contract; (c) upon court order; or (d) upon failure of Seller to perform Seller’s obligation to close in accordance with this contract, the provisions xxxxxxx money shall be returned to Purchaser; or (e) upon failure of Section 14.5. All interest earned on Purchaser to fulfill Purchaser’s obligations to close in accordance with this contract, the Xxxxxxx Money while held by Escrow Agent xxxxxxx money shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occursSeller as liquidated damages and not a penalty, the Buyer parties hereto agreeing that the damages caused by a breach of the contract are difficult or impossible to estimate accurately, the parties hereto intend to provide for liquidated damages rather than a penalty and the xxxxxxx money is a reasonable estimate of the probable loss upon a breach. If any dispute arises between Purchaser and Seller as to the final disposition of all or part of the xxxxxxx money, Auctioneer may, in its sole discretion, notify Purchaser and Seller in writing that Auctioneer is unable to resolve such dispute and may interplead all or any disputed part of the xxxxxxx money into court, whereupon Auctioneer shall be discharged from any further liability with respect to the xxxxxxx money deposit and shall be entitled to recover its fees and expenses, including attorneys’ fees in connection with said interpleader from the xxxxxxx money; or, upon fifteen (15) days written notice to the parties, Auctioneer may make a disbursal of the xxxxxxx money upon a reasonable interpretation of this contract. In either event, the parties hereto release and discharge Auctioneer from any claims against Auctioneer related to the xxxxxxx money and shall not seek damages from Auctioneer by reason thereof or by reason of any other matter arising out of this contract or the transaction contemplated hereunder. Seller warrants that they presently have title to said Property, and at the time the sale is consummated agrees to convey good and insurable title to said Property to Purchaser by Limited Warranty Deed, subject only to (1) zoning ordinances affecting said Property, (2) general utility easements of record servicing said Property, (3) subdivision restrictions of record, (4) leases, other easements, other restrictions and encumbrances affecting the Property and (5) all matters of record. Purchaser shall have a reasonable period of time before Closing in which to examine title and to furnish Seller with a written statement of objections affecting the insurability of said title. Seller shall have reasonable time after receipt of such objections to satisfy all valid objections and, if Seller fails to satisfy such valid objections within a reasonable time, then at the option of Purchaser, evidenced by written notice to Seller, this contract shall be null and void, and Purchaser’s xxxxxxx money shall be returned. Seller and Purchaser agree that such documents as may be legally necessary to carry out the terms of this contract shall be executed and delivered by such parties at the time the sale is consummated. Seller anticipates that when the sale is consummated the improvements on the Property will be in the same condition as on the date hereof, normal wear and tear accepted. However, should the premises be destroyed or substantially damaged before the contract is consummated, then at the election of the Purchaser: (a) the contract may be cancelled, or (b) Purchaser may consummate the contract and receive a credit for such interest insurance proceeds as paid on the claim of loss. This election is to be exercised within ten (10) days after the amount of Seller’s damage is determined. Commission is to be paid to Auctioneer pursuant to and in accordance with Section 2.2(b). At the Closing that certain agreement between Auctioneer and each Other PSA ClosingSeller regarding authorization and compensation, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of creditBroker, in the same form and issued by the same issuing bankif any, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at auction sales brochure relative to the time of the sale of such “subject Property” and the “Asset-Related Property” related thereto (as such terms , which documents are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAincorporated herein by reference.

Xxxxxxx Money. Within two (2a) Business Days after On the date Effective Date (defined in SECTION 9.14), as a condition to the continued effectiveness of this AgreementContract, the Buyer shall deposit with Escrow Marble Title Company, L.L.C. (TITLE COMPANY), as agent for Chicago Title Insurance Company (CLOSING AGENT), 0000 Xxxxx Street, Suite 1700, Dallas, Texas 75201, Attention: Xxxxx X. Xxxxxx, Phone: (000) 000-0000, Fax: (214) 965-1631, $798,000 in (i) immediately available federal funds or (ii) the form of an unconditional and irrevocable letter of credit in favor of Seller and Closing Agent on terms and from an aggregate amount under this Agreement and issuer reasonably acceptable to Seller (a LETTER OF CREDIT) (the Other PSAs equal to $150,000,000 XXXXXXX MONEY). (“b) The Xxxxxxx Money”, if paid in the form of immediately available federal funds (and not by Letter of Credit), shall be applied to the Purchase Price at Closing, however, any Letter of Credit shall be returned to Buyer after Closing with no portion of its funds having been credited against the Purchase Price. The Xxxxxxx Money shall be is non-refundable to Buyer in the form of either (a) immediately available funds by wire transfer all events, except for a Seller default or as otherwise specifically set forth herein. If Buyer fails to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to deliver the Xxxxxxx Money, this Contract will automatically terminate. To If Buyer fails to close the extent transaction on January 31, 2005 and the Closing is not extended by mutual written agreement of the parties or pursuant to the provisions of SECTION 6.1, this Contract will automatically terminate, the Xxxxxxx Money will be paid to Seller and the parties will have no further obligations to each other. If any of the Xxxxxxx Money is in the form of immediately available funds by wire transfera Letter of Credit then, upon delivery any reference in this Contract to Seller being paid any portion of such the Xxxxxxx Money by is deemed to include and Seller shall have the Buyer right to Escrow Agent draw upon any Letter of Credit and retain the proceeds. (c) If this Contract does not close, the Xxxxxxx Money will be deposited by Escrow paid or the Closing Agent shall deliver the Letter of Credit as provided in an interest-this Contract. Closing Agent shall, promptly upon receipt, place the wire transferred Xxxxxxx Money in a federally insured, interest bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5account. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall becomes part of the Xxxxxxx Money. All interest on the Xxxxxxx Money will be paid reported to the party Internal Revenue Service as income of Buyer. Buyer shall promptly execute and deliver to whom Closing Agent all forms reasonably requested by Closing Agent with respect to the Xxxxxxx Money. Buyer acknowledges and agrees that, except for a default by Sellers under SECTION 7.1 or SECTION 7.2 or the occurrence of a Major Casualty prior to Closing, the Xxxxxxx Money is paid, except that if non-refundable to Buyer. (d) Closing Agent is authorized and directed to pay the Closing occurs, the Buyer shall receive a credit Xxxxxxx Money and/or deliver any Letter of Credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata any portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount party entitled to be paid at receive the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in under the form terms of this Contract. Sellers or Buyer, as appropriate, shall deliver a letter of credit in which case instruction to Closing Agent directing the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion disbursement of the Xxxxxxx Money released at or the Closing delivery of the Letter of Credit to the party or parties entitled to receive the Xxxxxxx Money promptly upon receipt of a demand from that party or parties. (“Replacement e) Upon delivery of the Letter of Credit”, if any, to Seller, Seller is authorized to immediately present it to the issuer for payment. (f) promptly upon The Letter of Credit shall contain an expiry date of not earlier than April 29, 2005. If, for whatever reason, Seller has been unable to present the ClosingLetter of Credit for payment on or before March 29, 2005, or if, once presented, Seller has not been paid the full amount of the Letter of Credit by March 29, 2005, in any such case, Buyer shall immediately cause a substitute Letter of Credit to be issued in the same amount with an expiry date of no earlier than May 30, 2005 (this process shall continue monthly until the Letter of Credit is either delivered to Buyer or tendered by Seller to the issuing bank such that they do not expire prior thereto). If, for whatever reason, Buyer fails to cause a substitute Letter of Credit to be issued at least twenty-five (25) days prior to the expiry date of the existing Letter of Credit, then Buyer and Seller hereby authorize Closing Agent to immediately present the existing Letter of Credit for payment and, once paid, to hold the proceeds as "Xxxxxxx Money" in accordance with the terms of this Contract. Buyer and Seller agree that Closing Agent is authorized to present the Letter of Credit for payment even if Buyer has delivered instructions to the contrary to Closing Agent; provided, however, that in all events at least Closing Agent shall not present the greater existing Letter of (xCredit as authorized by this SECTION 1.3(f) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application only if Closing Agent receives written instructions to the Cash Consideration Amount payable pursuant to contrary from both Buyer and Seller. TO SIGNIFY THEIR AWARENESS AND AGREEMENT TO BE BOUND BY THE TERMS, OF THIS SECTION 1.3(f), BUYER AND SELLER, THROUGH THEIR AUTHORIZED REPRESENTATIVES HAVE SEPARATELY INITIALED THIS SECTION 1.3(f). This SECTION 1.3(f) shall survive the termination or expiration of this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAContract.

Xxxxxxx Money. (a) Within two one (21) Business Days after business day following the date full execution and delivery of this AgreementAgreement by Seller and Purchaser, the Buyer Purchaser shall deposit with First American Title Insurance Company (“Escrow Agent”) having its office at 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxx Xxxxxx or Xxxxxxx Xxxxxxx, the sum of FIVE MILLION AND NO/100 DOLLARS ($5,000,000.00) (together with accrued interest thereon, the “Xxxxxxx Money”) by wire transfer of immediately available federal funds to the bank account designated in the Escrow Agreement. The full amount of the Xxxxxxx Money is deemed earned by Seller when the Additional Xxxxxxx Money is delivered pursuant hereto by Purchaser and is non-refundable to Purchaser except in the event that this Agreement is timely terminated as a result of Purchaser’s election to terminate in accordance with and pursuant to Section 2.3(b), Section 4.8, Section 6.2 or Section 8.2 below, in which case the Escrow Agent an aggregate shall be obligated to refund the full amount of the Xxxxxxx Money to Purchaser pursuant to the terms of the Escrow Agreement. (b) Escrow Agent shall hold the Xxxxxxx Money in a segregated, interest-bearing account in accordance with the terms and conditions of the Deposit Escrow Instructions attached hereto as Exhibit G (the “Escrow Agreement”). All interest accruing on such sums shall become a part of the Xxxxxxx Money and shall be distributed or applied as Xxxxxxx Money in accordance with the terms of the Escrow Agreement. (c) Time is of the essence for the delivery of Xxxxxxx Money under this Agreement and the Other PSAs equal failure of Purchaser to $150,000,000 (“Xxxxxxx Money”). The Xxxxxxx Money shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata timely deliver any portion of the Xxxxxxx Money and any interest earned thereon same shall be applied a material default, and shall entitle Seller, at Seller’s sole option, to the Cash Consideration Amount to be paid at the Closing pursuant to terminate this Agreement immediately and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver pursue all remedies available to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” Seller under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAAgreement.

Xxxxxxx Money. Within two (2) Business Days after the date Purchaser has paid to PARAST LAW as escrow agent, upon Xxxxxx's execution of this Agreement, the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal $2,000.00 by check, as xxxxxxx money to $150,000,000 (“Xxxxxxx Money”). The Xxxxxxx Money shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office applied as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion part payment of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form purchase price of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA said property at the time of closing (the "Xxxxxxx Money"). Purchaser and Seller understand and agree that Holder shall deposit the xxxxxxx money in Xxxxxx’s non-interest- bearing escrow/trust account. The parties to this Agreement understand and acknowledge that disbursement of xxxxxxx monies held by Xxxxxx, can occur only as follows: (A) at closing; {B) upon written agreement signed by all parties having an interest in 'the funds; {C) upon court order; {D) upon failure of any contingency or failure of either party to fulfill his obligations contained in this Agreement; or (E) as otherwise set out herein. If any dispute arises between Purchaser and Seller as to the final Serial Closing under disposition of all or part of the Master PSA xxxxxxx money, Holder may, at its option, notify Purchaser and Seller in writing that Xxxxxx is unable to resolve such dispute and may, at its option, inter-plead all or any disputed part of the xxxxxxx money into court. Holder shall be entitled to be compensated by the party who does not prevail in the interpleader action for its costs and expenses, including reasonable attorney's fees incurred in filing said interpleader. If Xxxxxx decides not 'to inter-plead, Xxxxxx may make a disbursal of said xxxxxxx money upon a reasonable interpretation of this Agreement. If Xxxxxx decides to make a disbursal to which all parties to this Agreement do not expressly agree, Holder must give all parties fifteen (15) days notice in writing of Xxxxxx's intent to disburse. Such notice shall be delivered by regular mail to the parties’ last known addresses and must recite to whom and when the disbursal will be made. After disbursement, Holder shall notify all parties by mail of such disbursement. In the event Holder inter-pleads the funds into court or makes a disbursal upon a reasonable interpretation of this Agreement, then and in either event, the parties thereafter shall make no claim against Xxxxxx for said disputed xxxxxxx money and shall not seek damages from Holder by reason thereof or by reason of any other matter arising out of this Agreement or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAtransaction contemplated hereunder.

Xxxxxxx Money. Within two (2) Business Days after the date of this Agreement, the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”). The Xxxxxxx Money shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the applicable Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the each Closing under this Agreement and each Other PSA Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the applicable Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the applicable Closing (“Replacement Letter of Credit”) promptly upon the applicable Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” Assets under the Master this Agreement and each Other PSA and (B) the “Transferred Assets” under this Agreement and each Other PSAPSA that does not contemplate Serial Closings, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or and each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder Other PSA Closing shall occur after the final Serial ClosingClosing hereunder); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) Value for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA Amount at the time of the sale of such “Property” Property and the “Asset-Related Property” Property related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSA14.33.

Xxxxxxx Money. Within two Prior to the Effective Date, the Purchasers have delivered Two Million Five Hundred Thousand Dollars (2$2,500,000) Business Days after to the date of this Escrow Agent. Pursuant to that certain Amended and Restated Deposit Escrow Agreement, dated as of the Buyer shall deposit with Effective Date (as such agreement may be further amended in the future, the “Deposit Escrow Agent an aggregate amount under this Agreement Agreement”), by and among the Purchasers, the Sellers and the Other PSAs equal Escrow Agent, the Purchasers shall be refunded Eight Hundred Ten Thousand Six Hundred Eighty Dollars ($810,680) resulting in an amount of One Million Six Hundred Eighty-Nine Thousand Three Hundred Twenty Dollars ($1,689,320) as xxxxxxx money deposit (such amount, as reduced pursuant to $150,000,000 (the terms of Section 1.4(d) below, together with all interest accrued thereon, the “Xxxxxxx MoneyDeposit”). The Xxxxxxx Money Deposit shall be allocated among the Facilities based on the allocation of the Purchase Price as provided in Section 1.7. The Escrow Agent shall hold the form of either Deposit in one or more interest bearing accounts as directed by the Purchasers. (a) immediately available funds by wire transfer to an account at In the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if event the Closing occurs, the Buyer Deposit shall be applied against the Purchase Price payable at the Closing and the Purchasers shall receive a credit for such interest therefor. (b) In the event this Agreement is terminated in accordance with Section 2.2(b). At the Closing 10.1 (other than pursuant to Section 10.1(c) and each Other PSA Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied subject to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is conditions set forth in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and Section 10.3(b)), then the Escrow Agent shall return the undrawn letter of credit Deposit to the Buyer Purchasers, except to the extent a portion of the Deposit is payable to the Sellers pursuant to Section 1.8. (c) In the event this Agreement is terminated in accordance with and Buyer subject to the conditions of Section 10.1(c), then the Escrow Agent shall deliver pay the Deposit to the Sellers, which payment of the Deposit to the Sellers shall constitute the Sellers’ full liquidated damages payment as provided in Sections 10.3(b) and 11.16(c). (d) In the event that this Agreement is terminated with respect to the Regency Grand Facility pursuant to the terms of Section 5.2(i)(i), that portion of the Deposit allocated to the Regency Grand Facility shall be returned to the Purchasers promptly upon written demand by the Purchasers to the Escrow Agent a replacement letter Agent. (e) Upon the disbursement of creditthe Deposit pursuant to Section 1.4(b) or (c) above, in the same form this Agreement shall be null and issued by the same issuing bank, having a face amount equal void and neither Party shall have any further obligation to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved other except for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if those matters which specifically survive such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAa termination.

Xxxxxxx Money. Within two (2Balance Due at Closing ....................................................................$ Tract Number(s) Business Days after Purchaser has paid to Auctioneer the date sum of this Agreement$ , as xxxxxxx money, which xxxxxxx money is to be promptly deposited into the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement Auctioneer’s escrow account and is to be applied as part payment of the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”). The Xxxxxxx Money shall be in the form of either (a) immediately available funds by wire transfer to an account purchase price at the Escrow Agent’s office time of closing or as Escrow Agent shall designate to otherwise provided herein. All parties hereto agree that Auctioneer may deposit the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent xxxxxxx money in an interest-bearing escrow account with the Escrow Agent acceptable and all parties hereto understand and agree that disbursement of xxxxxxx money can occur only as follows: (a) at closing; (b) upon written agreement signed by all parties to the Buyer and the this contract; (c) upon court order; or (d) upon failure of Sellers and shall be held in escrow Lender to perform Seller and Xxxxxx’s obligation to close in accordance with this contract, the provisions xxxxxxx money shall be returned to Purchaser; or (e) upon failure of Section 14.5. All interest earned on Purchaser to fulfill Purchaser’s obligations to close in accordance with this contract, the Xxxxxxx Money while held by Escrow Agent xxxxxxx money shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occursSellers and Lender as liquidated damages and not a penalty, the Buyer parties hereto agreeing that the damages caused by a breach of the contract are difficult or impossible to estimate accurately, the parties hereto intend to provide for liquidated damages rather than a penalty and the xxxxxxx money is a reasonable estimate of the probable loss upon a breach. If any dispute arises between any of the parties as to the final disposition of all or part of the xxxxxxx money, Auctioneer may, in its sole discretion, notify all parties in writing that Auctioneer is unable to resolve such dispute and may interplead all or any disputed part of the xxxxxxx money into court, whereupon Auctioneer shall be discharged from any further liability with respect to the xxxxxxx money deposit and shall be entitled to recover its fees and expenses, including attorneys’ fees in connection with said interpleader from the xxxxxxx money; or, upon fifteen (15) days written notice to the parties, Auctioneer may make a disbursal of the xxxxxxx money upon a reasonable interpretation of this contract. In either event, the parties hereto release and discharge Auctioneer from any claims against Auctioneer related to the xxxxxxx money and shall not seek damages from Auctioneer by reason thereof or by reason of any other matter arising out of this contract or the transaction contemplated hereunder. Sellers and Lender warrant that they presently have title to said Property, and at the time the sale is consummated agrees to convey good and marketable title to said Property to Purchaser by Limited Warranty Deed, subject only to (1) zoning ordinances affecting said Property, (2) general utility easements of record servicing said Property, (3) subdivision restrictions of record, and (4) leases, other easements, other restrictions and encumbrances affecting the Property. Purchaser shall have reasonable time after date hereof in which to examine title and to furnish Sellers and Lender with a written statement of objections affecting the marketability of said title. Sellers and Lender shall have reasonable time after receipt of such objections to satisfy all valid objections and if Sellers and Lender fail to satisfy such valid objections within a reasonable time, then at the option of Purchaser, evidenced by written notice to all parties, this contract shall be null and void, and Purchaser’s xxxxxxx money shall be returned. All parties agree that such documents as may be legally necessary to carry out the terms of this contract shall be executed and delivered by such parties at the time the sale is consummated. Sellers and Lender warrant that when the sale is consummated the improvements on the Property will be in the same condition as on the date hereof, normal wear and tear accepted. However, should the premises be destroyed or substantially damaged before the contract is consummated, then at the election of the Purchaser: (a) the contract may be cancelled, or (b) Purchaser may consummate the contract and receive a credit for such interest insurance proceeds as paid on the claim of loss. This election is to be exercised within ten (10) days after the amount of damage is determined. Commission is to be paid to Auctioneer pursuant to and in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied that certain agreement between Auctioneer and the Escrow Agent shall return the undrawn letter of credit Sellers and Xxxxxx regarding authorization and compensation, and to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of creditBroker, in the same form and issued by the same issuing bankif any, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at auction sales brochure relative to the time of the sale of such “subject Property” and the “Asset-Related Property” related thereto (as such terms , which documents are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAincorporated herein by reference.

Xxxxxxx Money. Within two (2a) On or before the date which is ten (10) Business Days after the date of upon which both Purchaser and Seller have executed and delivered this Agreement, the Buyer shall Purchaser shall, at Purchaser’s election, either (i) deposit with Xxxxxxx National Title Services (the “Escrow Agent”), having its office at 000 Xxxx Xxxxx Xxxxxx, Suite 601, Baltimore, MD 21202, Attention: Xxxx Xxxxxx, the sum of Seven Hundred Fifty Thousand and No/100 Dollars ($750,000.00) (the “Deposit”) in good funds, either by certified bank or cashier's check or by federal wire transfer, or (ii) deliver to the Escrow Agent an aggregate a Letter of Credit (as defined below) in the amount under this Agreement of the Deposit (and shall simultaneously deliver a copy of the Other PSAs equal Letter of Credit to $150,000,000 Seller). The sums delivered pursuant to option (i) or the Letter of Credit, as applicable, are herein referred to as the “Xxxxxxx Money”. If Purchaser elects option (i). The Xxxxxxx Money shall be in , the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent hold the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions terms and conditions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paidan escrow agreement, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form attached hereto as Exhibit K, to be executed by and among Seller, Purchaser and Escrow Agent simultaneously with the execution of a letter of credit in which case this Agreement (the Xxxxxxx Money shall not be so applied and “Escrow Agreement”). If Purchaser elects option (ii), the Escrow Agent shall return hold such Letter of Credit and any draws made under such Letter of Credit in accordance with the undrawn letter terms and conditions of credit the Escrow Agreement. All interest accruing on such sums, net of any investment charges imposed by Escrow Agent, shall be Purchaser's property and shall be distributed by Escrow Agent to Purchaser from time to time upon Purchaser's demand therefor (and without any further notice to, or instruction by, Seller relative thereto). If Purchaser fails to deliver the Buyer and Buyer shall deliver Xxxxxxx Money to the Escrow Agent a replacement letter of creditwithin the time period specified above, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under then this Agreement and each Other PSAthe Escrow Agreement shall terminate automatically, and neither party shall be reserved for application have any further rights, obligations or liabilities hereunder except to the Cash Consideration Amount payable pursuant to extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAAgreement.

Xxxxxxx Money. (a) Within two (2) Business Days after the date Effective Date, Buyer shall deliver to Escrow Agent the sum of ONE MILLION AND NO/100THS DOLLARS ($1,000,000.00) (which sum, together with all interest actually earned thereon during the term of this Agreement is herein called the “Initial Deposit”) by wire transfer in accordance with wire transfer instructions provided by Escrow Agent. If Buyer does not exercise its right to terminate this Agreement pursuant to paragraph 5(b) on or prior to the Due Diligence Date, then (i) within two (2) Business Days after the Due Diligence Date, Buyer shall deliver to Escrow Agent the additional sum of FIVE MILLION AND NO/100THS DOLLARS ($5,000,000.00) (which sum, together with all interest actually earned thereon during the term of this Agreement is herein called the “Additional Deposit”; as used in this Agreement the term “Xxxxxxx Money shall mean either the Initial Deposit, or collectively the Initial Deposit and the Additional Deposit, as the context requires), and (ii) the Xxxxxxx Money shall become non-refundable to Buyer except as otherwise expressly provided in this Agreement. At Closing, the Xxxxxxx Money will be delivered to Seller and applied as part payment of the Purchase Price. (b) If Buyer shall deposit with fail to timely deliver any portion of the Xxxxxxx Money to Escrow Agent an aggregate amount Agent, then this Agreement shall, at the option of Seller by written notice to Buyer, terminate, whereupon all rights and obligations of the parties under this Agreement shall expire, and the Other PSAs equal this Agreement shall become null and void. All deposits by Buyer required pursuant to $150,000,000 (“Xxxxxxx Money”). The Xxxxxxx Money this paragraph 3 shall be in the form of either (a) immediately available funds by a wire transfer of funds to an account at the Escrow Agent’s office as , and no such deposit shall be deemed timely unless actually received by the date therefor set forth in this paragraph 3. (c) Throughout the term of this Agreement, Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers hold and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent disburse the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions terms and conditions of Section 14.5. All interest earned this Agreement, including, without limitation, the terms and conditions set forth on Exhibit “D” attached hereto, and invest the Xxxxxxx Money while held in a segregated money market deposit account, bearing interest at the rate determined by Escrow Agent the deposit bank and all interest accruing thereon shall be paid to the party entitled to whom the Xxxxxxx Money is paidunder the terms of this Agreement. Buyer and Seller understand and acknowledge that said account in which the Xxxxxxx Money will be held cannot be established until Escrow Agent receives an original executed IRS Form W-9 (November 2017 version) from Buyer. Buyer and Seller understand and acknowledge that while the Xxxxxxx Money will be held in an account established in Buyer’s name, except that if all interest or other income earned under this Agreement shall be allocated and paid as provided herein and reported by the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion recipient of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement Internal Revenue Service as having been so allocated and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSApaid.

Xxxxxxx Money. Within two (2) Business Days after A. Notwithstanding anything in the date Agreement to the contrary, Buyer hereby agrees, contemporaneously with Buyer’s execution of this AgreementAmendment, to deposit the Buyer shall deposit sum of $78,000.00 with Escrow Agent Agent, as an aggregate amount under this Agreement and additional Xxxxxxx Money Deposit (the Other PSAs equal to $150,000,000 (“4A Additional Xxxxxxx MoneyMoney Deposit”). The Xxxxxxx Money shall be Notwithstanding anything to the contrary in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Agreement or this Amendment, Seller and Buyer acknowledge and agree that Escrow Agent shall designate to release the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the 4A Additional Xxxxxxx Money is in Deposit and the form of immediately available funds by wire transfer, upon delivery of such Initial Xxxxxxx Money by the Buyer Deposit (a total of $103,000.00) immediately upon receipt of Buyer’s confirmation to Escrow Agent that the Release Condition (defined below) has been satisfied. The release of the 4A Additional Xxxxxxx Money will Deposit and the Initial Xxxxxxx Money Deposit shall be deposited performed as follows: $100,000.00 shall be released to Xxxxxx Land, pursuant to wire instructions to be provided by Escrow Agent in an interest-bearing account such person, and $3,000.00 shall be released to Xxxxxx Xxxxxx Properties, pursuant to wire instructions to be provided by such entity. Following such release, neither Seller nor Buyer shall have any claim against each other with the Escrow Agent acceptable respect to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Initial Xxxxxxx Money while held by Escrow Agent shall be paid to Deposit or the party to whom the 4A Xxxxxxx Money is paidDeposit, except that if notwithstanding any failure to perform or default by such other party under the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing)Agreement; provided, however, that Seller and Buyer expressly acknowledge and agree that the amount of both the Initial Xxxxxxx Money Deposit and the 4A Additional Xxxxxxx Money Deposit shall be applied against the Purchase Price at Closing. For the purpose of this Amendment, the “Release Condition” shall mean and refer to, collectively, (i) the delivery of a fully executed First Amendment to Deed Restrictions presently under negotiation by and between Fourth Quarter Properties LXII, LP, a Georgia limited partnership (“Fourth Quarter”) and Seller, relating to the Property, in all events at least the greater of (x) $25,000,000 a form satisfactory to Buyer in its sole discretion, and (yii) ten percent (10%) the delivery of fully executed amendments to certain easements encumbering the Property as of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA4A Effective Date, shall be reserved for application in forms satisfactory to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that Buyer in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAits sole discretion.

Xxxxxxx Money. Within two (2a) Business Days after the date Contemporaneously with Buyer’s execution and delivery of this Agreement, Buyer has delivered to Chicago Title Insurance Company, 0000-X Xxxxxxxxx Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, as escrow agent (“Escrow Agent”), the Buyer shall deposit sum of ONE MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($1,500,000.00) (which sum, together with Escrow Agent an aggregate amount under all interest actually earned thereon during the term of this Agreement and Agreement, is herein called the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”). The If Buyer does not terminate this Agreement pursuant to paragraph 5(b) hereof, then, on the first business day after the Due Diligence Date, the Xxxxxxx Money shall be paid to Seller and shall be non-refundable to Buyer (except to the extent expressly provided to the contrary in this Agreement). (b) If Buyer shall fail to deliver any Xxxxxxx Money to Escrow Agent on or before the date herein required, then the Xxxxxxx Money theretofore deposited shall be paid to Seller as consideration for Seller’s execution of and entry into this Agreement, all rights and obligations of the parties under this Agreement shall expire, and this Agreement shall become null and void. All deposits by Buyer required pursuant to this paragraph 3 shall be in the form of either (a) immediately available funds a certified or cashier’s check payable to Escrow Agent or deposited with Escrow Agent by wire transfer delivery of funds through the Federal Reserve System to an account at the designated in writing by Seller and Escrow Agent’s office as , and no such deposit shall be deemed timely unless actually received by the date therefor set forth in this paragraph 3. (c) Throughout the term of this Agreement, Escrow Agent shall designate hold and disburse the Xxxxxxx Money in accordance with the terms and conditions of this Agreement, including, without limitation, the terms and conditions set forth on Exhibit “C” attached hereto, and to invest the Buyer Xxxxxxx Money with a national bank whose depositors are insured by the Federal Deposit Insurance Corporation or (b) other financial institutions located in the form of a letter of credit Atlanta, Georgia as are reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to Buyer. (d) On the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transferClosing Date, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion applied as part payment of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAPurchase Price.

Xxxxxxx Money. Within two (2) Business Days after The Xxxxxxx Money Deposit shall be consideration for Seller reserving the Unit for Purchaser and agreeing not to sell the Unit to anyone other than Purchaser prior to the date of this Agreementset for Closing (as defined in Paragraph 3 below). The parties acknowledge and agree that the Xxxxxxx Money Deposit shall be placed in an non-interest bearing escrow account maintained by the Xxxxxx Auctions Inc, the Buyer shall deposit with X.X. Xxx 0000 Xxxxxxxx, Xxxxxxx 00000 ("Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”Agent"). The Xxxxxxx Money shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and Deposit shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid such account until (i) delivered to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Seller at Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money Deposit will be applied to the Purchase Price; (ii) delivered to Seller and Listing Broker because of Purchaser's default hereunder; or (iii) returned to Purchaser in accordance with the terms of this Agreement. In the event any Xxxxxxx Money Deposit check is not honored, for any reason, by the bank upon which it is drawn, Seller shall promptly notify Purchaser. Purchaser shall have three (3) banking days after notice to deliver good funds to Seller. In the event Purchaser does not timely deliver good funds, the Seller shall have the right to terminate this Agreement upon written notice to the Purchaser. The parties covenant and agree that in performing any of its duties under this Agreement, Escrow Agent shall not be so applied and the liable for any loss, costs, or damage which it may incur as a result of serving as Escrow Agent hereunder, except for any loss, costs, or damage arising out of its willful default or gross negligence. Accordingly, Escrow Agent shall return the undrawn letter not incur any liability with respect to (i) any action taken or not taken in good faith upon advice of credit its counsel given with respect to any questions relating to the Buyer duties and Buyer shall deliver responsibilities of Escrow Agent under this Agreement; or (ii) any action taken or not taken in reliance upon any document, including any written notice of instruction provided for in this Agreement, with such reliance relating not only as to its due execution and the validity and effectiveness of its provisions, but also to the truth and accuracy of any information contained therein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by a replacement letter proper person or persons, and to conform with the provisions of creditthis Agreement. Purchaser and Seller hereby agree to indemnify and hold harmless Escrow Agent against any and all losses, claims, damages, liabilities and expenses, including without limitation, reasonable costs of investigation and attorney’s fees and disbursements which may be imposed upon or incurred by Escrow Agent in connection with its serving as Escrow Agent hereunder, unless arising out of Escrow Agent's willful default or gross negligence. In the event of a dispute between the parties hereto, Escrow Agent, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSAits discretion, shall be reserved for application entitled to tender unto the Cash Consideration Amount payable pursuant to this Agreement registry or each applicable Other PSA at the time custody of the final Serial Closing any court of competent jurisdiction all money or property in its hands held under the Master PSA (or the Closing or any Other PSA Closing if terms of this Agreement, together with such closing hereunder or thereunder shall occur after the final Serial Closing); providedlegal pleading as it deems appropriate, further, that in all events five percent (5%) and thereupon be discharged of the “Allocated Asset Value” (its duties as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAEscrow Agent.

Xxxxxxx Money. Within two (2) Business Days after Simultaneously with the date Contributor's execution of this Agreement, the Buyer shall REIT will deposit, as an xxxxxxx money deposit with Escrow Agent an aggregate amount under this Agreement and (the Other PSAs equal to $150,000,000 (“"Xxxxxxx Money”"). The Xxxxxxx Money shall be , in escrow with Lawyers Title Insurance Corporation (the form "Escrowee"), the sum of either One Million Five Hundred Thousand Dollars (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) $1,500,000.00), in the form of a letter of credit reasonably acceptable to Sellers and issued certified or bank check or by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form wire transfer of immediately available funds by wire transferfunds, upon delivery to be held in accordance with the terms of a separate Escrow Agreement, dated as of March 25, 2002 between the REIT, Contributor and Escrowee. In the event that the REIT terminates its obligations with respect to the contribution transaction contemplated herein in accordance with the terms hereof, the entire amount of such Xxxxxxx Money by shall be returned to the Buyer to Escrow Agent REIT. Escrowee shall invest the Xxxxxxx Money in either a federally insured money market account, United States Treasury Bills, or such other instruments as the REIT and the Contributor may agree upon. At Closing, the Xxxxxxx Money, together with all accrued interest and dividends thereon, will be deposited by Escrow Agent credited against the portion of the Contribution Consideration payable in an interest-bearing account cash to Contributor's Partners, with any balance returned to the REIT, with the Escrow Agent acceptable to REIT responsible for any tax payable on the Buyer interest that accrues on the Xxxxxxx Money in such event. Any and the Sellers all interest and shall be held in escrow in accordance with the provisions of Section 14.5. All interest dividends earned on the Xxxxxxx Money while held by Escrow Agent shall be paid over to the party entitled to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion receipt of the Xxxxxxx Money and any interest earned thereon shall be applied to under the Cash Consideration Amount to be paid at the Closing pursuant to terms of this Agreement and each Other PSA (unless such Xxxxxxx Money is Agreement, which party shall, except as provided in the form of a letter of credit in which case preceding sentence, be responsible for any tax payable on the interest that accrues on the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of creditin such event. UPON A DEFAULT BY THE REIT AFTER THIS AGREEMENT HAS BEEN FULLY EXECUTED AND PRIOR TO THE CLOSING, in the same form and issued by the same issuing bankTHE CONTRIBUTOR'S AND ITS PARTNERS' SOLE AND EXCLUSIVE REMEDY SHALL BE TO EITHER (1) TERMINATE THIS AGREEMENT AND RETAIN THE XXXXXXX MONEY (AND ALL INTEREST ACCRUED THEREON) AS LIQUIDATED DAMAGES, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing OR (“Replacement Letter of Credit”2) promptly upon the ClosingSEEK SPECIFIC PERFORMANCE OF THE REIT'S AND ACQUIROR'S OBLIGATIONS UNDER THIS AGREEMENT. UPON A DEFAULT BY CONTRIBUTOR AFTER THIS AGREEMENT HAS BEEN FULLY EXECUTED AND PRIOR TO CLOSING, THE REIT MAY (1) TERMINATE THIS AGREEMENT, IN WHICH EVENT THE XXXXXXX MONEY AND ALL INTEREST ACCRUED THEREON SHALL BE RETURNED TO THE REIT, (2) SEEK SPECIFIC PERFORMANCE, AND/OR (3) PURSUE ANY OTHER REMEDY AVAILABLE IN LAW OR EQUITY (OTHER THAN CONSEQUENTIAL DAMAGES); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSA.

Xxxxxxx Money. (a) Within two ten (210) Business Days days after the date Effective Date Purchaser shall pay to Xxxx X. Xxxx, P.C. (hereinafter the “Escrow Agent”) the sum of TEN THOUSAND AND NO/100 DOLLARS ($10,000.00) as the initial xxxxxxx money deposit. The initial xxxxxxx money deposit and any additional xxxxxxx money paid to the Escrow Agent by the Purchaser pursuant to this Agreement are herein called the “Xxxxxxx Money.” (b) If Closing should occur hereunder, Escrow Agent shall pay the Xxxxxxx Money to the Closing Agent and the Xxxxxxx Money shall be applied and credited in reduction of the Purchase Price. (c) If Closing does not occur hereunder because: (i) Purchaser exercises any unexpired right or option under this Agreement to rescind, cancel or terminate this Agreement within the time provided herein, (ii) Seller fails or is unable to deliver Seller’s deed and other Seller Deliveries required by Subsection 7(b)(i) to the Purchaser conveying the quality of title to the Property required by this Agreement, the Buyer shall deposit with Escrow Agent an aggregate amount or (iii) Seller defaults under this Agreement and fails to cure such default within the Other PSAs equal period allowed for cure, the Purchaser shall have the option to notify Escrow Agent, after the passage of any required notice period, to immediately refund the Xxxxxxx Money to Purchaser, less the sum of TWO HUNDRED TWENTY-FIVE AND NO/100 DOLLARS ($150,000,000 225.00), which shall be paid to Seller in consideration for this Agreement, whereupon this Agreement shall terminate and the parties to this Agreement shall have no further rights, duties or obligations to the other, except as otherwise specifically provided by this Agreement. (“Xxxxxxx Money”). The d) Otherwise, the Xxxxxxx Money shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers deemed non-refundable and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom Seller upon the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b)termination of this Agreement. At the Closing and each Other PSA Closing, a pro rata portion Until one of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case preceding conditions should exist, the Xxxxxxx Money shall not be so applied held and the disbursed by Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) strictly in accordance with the terms and provisions of Section 14.33 6 of the Master PSAthis Agreement.

Xxxxxxx Money. Within two (2i) Business Days after Prior to the date of this Agreement, Purchaser and Seller entered into that certain letter of intent (the Buyer "Letter of Intent") dated and accepted by Purchaser and Seller on August 19, 1997. Purchaser, pursuant to the Letter of Intent, has deposited with Settlementcorp, located at 0000 Xxxxxxxxx Xxxxxx, X.X., Xxxxx 000, Xxxxxxxxxx X.X. ("Escrowee"), initial xxxxxxx money (together with any interest accrued thereon, the "Initial Xxxxxxx Money") in the sum of Two Hundred Fifty Thousand Dollars ($250,000), Fifty Thousand Dollars ($50,000) of which sum, together with any interest accrued thereon through the date of this Agreement, is hereinafter referred to as the "Property Market Removal Fee" and shall be deemed to have been conclusively earned by Seller upon the date of this Agreement as reasonable compensation for Seller's agreement to enter into this Agreement with Purchaser and for Seller granting Purchaser its permission to inspect the Property prior to the date of this Agreement in order for Purchaser to determine the suitability of the Property for its purposes as more specifically provided in the Letter of Intent and Section 8(A) below. Concurrently with the execution of this Agreement by Purchaser and Seller, Purchaser shall deposit additional xxxxxxx money (the "Additional Xxxxxxx Money") in the sum of Seven Hundred Fifty Thousand Dollars ($750,000) with Escrow Agent an aggregate amount under this Agreement the Escrowee (the Initial Xxxxxxx Money (less the Property Market Removal Fee) and the Other PSAs equal to $150,000,000 (“Additional Xxxxxxx Money”, together with any interest accrued thereon, are collectively referred to herein as the "Xxxxxxx Money"), and Purchaser, Seller and Escrowee shall execute a joint order escrow agreement (the "Joint Order Escrow Agreement") in the form of EXHIBIT D attached hereto. The Xxxxxxx Money shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office invested as Escrow Agent shall designate Seller and Purchaser so direct pursuant to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers terms and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5the Joint Order Escrow Agreement. All Any and all interest earned on the Xxxxxxx Money while held by Escrow Agent and the Property Market Removal Fee shall be paid reported to Purchaser's federal tax identification number. (ii) If the party to whom transaction closes in accordance with the terms of this Agreement, at Closing, the Xxxxxxx Money is paid, except that if shall be delivered by Escrowee to Seller as part payment of the Closing occursPurchase Price. If the transaction fails to close due to a default on the part of Purchaser, the Buyer Xxxxxxx Money shall receive a credit for such interest be delivered by Escrowee to Seller, as liquidated and agreed upon damages in accordance with Section 2.2(b)7(B) below. At If the Closing and each Other PSA Closingtransaction fails to close due to a default on the part of Seller, a pro rata portion the Purchaser shall elect or be deemed to have elected one of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is remedies provided for in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”Section 7(A) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAbelow.

Xxxxxxx Money. Within two (2) Business Days Xxxxx agrees to deliver the Xxxxxxx Money within 2 days after the date mutual acceptance of this AgreementAgreement 5 to Selling Licensee who will deposit any check to be held by Selling Broker, the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”). The or deliver any Xxxxxxx Money shall to be in the form held 6 by Closing Agent, within 3 days of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer receipt or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Moneymutual acceptance, whichever occurs later. To the extent If the Xxxxxxx Money is held 7 by Selling Broker and is over $10,000.00 it shall be deposited into an interest bearing trust account in Selling Broker's 8 name provided that Xxxxx completes an IRS Form W-9. Interest, if any, after deduction of bank charges and fees, will 9 be paid to Buyer. Xxxxx agrees to reimburse Selling Broker for bank charges and fees in excess of the form of immediately available funds by wire transferinterest 10 earned, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent if any. If the Xxxxxxx Money will be deposited held by Escrow Agent in an interest-bearing account with Selling Broker is over $10,000.00 Buyer has the Escrow Agent acceptable option to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on require Selling 11 Broker to deposit the Xxxxxxx Money while held by Escrow Agent shall be into the Housing Trust Fund Account, with the interest paid to the party to whom State 12 Treasurer, if both Xxxxxx and Xxxxx so agree in writing. If the Buyer does not complete an IRS Form W-9 before 13 Selling Broker must deposit the Xxxxxxx Money or the Xxxxxxx Money is paid, except that if the Closing occurs$10,000.00 or less, the Xxxxxxx Money shall 14 be deposited into the Housing Trust Fund Account. Selling Broker may transfer the Xxxxxxx Money to Closing Agent at 15 Closing. If all or part of the Xxxxxxx Money is to be refunded to Buyer shall receive a credit for and any such interest in accordance with Section 2.2(b)costs remain unpaid, the Selling 16 Broker or Closing Agent may deduct and pay them therefrom. At the The parties instruct Closing and each Other PSA Closing, a pro rata portion Agent to: (1) provide written 17 verification of receipt of the Xxxxxxx Money and notice of dishonor of any interest earned thereon shall be applied check to the Cash Consideration Amount to be paid parties and Licensees at the Closing pursuant to this Agreement 18 addresses and/or fax numbers provided herein; and each Other PSA (unless such Xxxxxxx Money is 2) commence an interpleader action in the form Superior Court for the 19 county in which the Property is located within 30 days of a letter of credit in which case party's demand for the Xxxxxxx Money shall not be so applied (and the Escrow Agent shall return the undrawn letter of credit deduct up to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount 20 $250.00 of the last letter of credit so delivered less costs thereof) unless the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that parties agree otherwise in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSA.writing. 21

Xxxxxxx Money. Within two (2A) Business Days Purchaser shall deliver to Republic Title of Texas, Inc., 0000 Xxxxxx Xxxxxx, 10th Floor, Dallas, Texas 75204, Attn: Xxxx Xxxxxx (“Escrow Agent”), as agent for a national title underwriter acceptable to Purchaser (“Title Company”), within three (3) business days after the date “Effective Date” (as defined below), an xxxxxxx money deposit (the “Initial Deposit”) in the amount of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00). In the event that Purchaser delivers the “Closing Notice” (as defined in Section 4.1.1 of this Agreement) to Seller, then within three (3) business days following the expiration of the “Approval Period” (as defined in Section 4.1.1 of this Agreement), Purchaser shall make an additional xxxxxxx money deposit (the “Additional Deposit”) with Escrow Agent in the amount of Two Hundred Fifty Thousand and 00/100 ($250,000.00). Not later than the Effective Date, Escrow Agent will provide Seller with an insured closing letter from the Title Company, in form and substance reasonably acceptable to Seller, insuring Seller for all acts of Escrow Agent taken in accordance with this Agreement. (B) The Initial Deposit, together with the Additional Deposit, if delivered hereunder, and together with all interest accrued thereon, are herein collectively called the “Xxxxxxx Money”. The Initial Deposit and the Additional Deposit, if made, shall be invested by the Escrow Agent in an FDIC-insured, interest‑bearing account as Purchaser shall direct. If the sale of the Property is consummated under this Agreement, the Xxxxxxx Money shall be paid to Seller and applied as a credit against the Purchase Price at Closing. If Purchaser terminates this Agreement in accordance with any right to terminate granted to Purchaser by the terms of this Agreement, the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”). The Xxxxxxx Money shall be in the form of either (a) immediately available funds returned to Purchaser by wire transfer to an account at the Escrow Agent’s office as Escrow Agent , and neither party hereto shall designate to the Buyer have any further rights or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” obligations under this Agreement and each Other PSA, shall be reserved except for application to such obligations which by their terms expressly survive the Cash Consideration Amount payable pursuant to termination of this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSASurviving Obligations”).

Xxxxxxx Money. Within two one (21) Business Days business day after the date execution of this Agreement, the Buyer Purchaser shall deposit into a joint order escrow (the “Joint Order Escrow”) established with Escrow Agent Chicago Title & Trust Company (the “Escrowee”), the parties signing and using its standard form, an aggregate amount under this Agreement and initial exxxxxx money deposit of Fifty Thousand Dollars ($50,000.00) (the Other PSAs equal to $150,000,000 (“Xxxxxxx MoneyInitial Deposit”). The Xxxxxxx Money Within one (1) business day after the Expiration of the Inspection and Feasibility Period (as defined in Section 6(b) below) and provided this Agreement is in full force and effect, Purchaser shall be increase the Initial Deposit in the form of either Joint Order Escrow an additional Fifty Thousand Dollars (a$50,000.00) immediately available funds by wire transfer to an account at (the Escrow Agent’s office as Escrow Agent shall designate “Additional Deposit”) to the Buyer or aggregate sum of One Hundred Thousand Dollars (b) $100,000.00). The Initial Deposit and Additional Deposit are referred to herein as the “Exxxxxx Money”. As used herein, the Joint Order Escrow shall mean an escrow created among Purchaser, Seller and the Escrowee in which funds deposited are held by the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal Escrowee, subject to the Xxxxxxx Moneyjoint written direction of Seller and Purchaser. To the extent the Xxxxxxx The Exxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All all net interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paidthereon, except that if the Closing occursany, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released Purchase Price at the Closing (“Replacement Letter of Credit”) promptly as hereinafter defined). The Exxxxxx Money shall be deposited into an interest bearing account or invested in an insured money market or such other investment vehicles as shall be jointly agreed upon by Seller and Purchaser. All net interest earned on the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) investment of the aggregate Allocated Asset Value Exxxxxx Money, if any, shall belong to Purchaser. The cost of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, Joint Order Escrow shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time shared equally by Seller and Purchaser. The cost of investment of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB Exxxxxx Money shall be reserved for application to borne by the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAPurchaser.

Xxxxxxx Money. Within two (2i) Business Days after Prior to the date of this Agreement, Purchaser and Equity Office Properties Management Corp., a Delaware corporation ("EOPMC"), on behalf of Seller, entered into that certain letter of intent (the Buyer "Letter of Intent") dated as of June 15, 1998 and accepted by Purchaser on June 18, 1998. Purchaser, pursuant to the Letter of Intent, has deposited initial xxxxxxx money in the amount of Fifty Thousand Dollars ($50,000) (the "Initial Xxxxxxx Money") with the Chicago, Illinois office of Chicago Title Insurance Company (the "Escrowee"). Upon execution of this Agreement, Purchaser shall deposit with Escrow Agent an aggregate additional xxxxxxx money in the amount under this Agreement of One Hundred Fifty Thousand Dollars ($150,000) (the "Additional Xxxxxxx Money"; the Initial Xxxxxxx Money and the Other PSAs equal to $150,000,000 (“Additional Xxxxxxx Money”, together with any interest accrued thereon, net of investment costs, if any, are collectively referred to herein as the "Xxxxxxx Money") with the Escrowee. To direct the Escrowee as to the retention, investment and disbursement of the Xxxxxxx Money, Purchaser, Seller and Escrowee entered into that certain joint order escrow agreement (the "Joint Order Escrow Agreement"). , a copy of which is attached hereto as EXHIBIT D. The Xxxxxxx Money shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office invested as Escrow Agent shall designate Seller and Purchaser so direct pursuant to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers terms and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5the Joint Order Escrow Agreement. All Any and all interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid reported to Purchaser's federal tax identification number. (ii) If the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest transaction closes in accordance with Section 2.2(b). At the Closing and each Other PSA terms of this Agreement, at Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall be delivered by Escrowee to Seller as part payment of the Purchase Price. If the transaction fails to close due to a default on the part of Purchaser and Seller is not otherwise in material default hereunder, the Xxxxxxx Money shall be so applied delivered by Escrowee to Seller, as liquidated and agreed upon damages as more particularly provided in Section 7(B) below. If the Escrow Agent transaction fails to close due to a default on the part of Seller and Purchaser is not otherwise in material default hereunder, Purchaser shall return have the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of creditremedies provided for in Section 7(A) below and, in the same form and issued by the same issuing bankevent that Purchaser elects or is deemed to have elected option (x) in Section 7(A) below, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application delivered by Escrowee to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAPurchaser.

Xxxxxxx Money. Within two five (25) Business Days after (as hereinafter defined) following the date Effective Date, Purchaser will deliver the sum of this Agreement, TWENTY THOUSAND AND 00/100 DOLLARS ($20,000.00) (the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”) by wire transfer to Xxxxxx, Xxxxx & Xxxxxxxx, P.C. (the “Escrow Agent”). The Xxxxxxx Money shall be held in escrow by Escrow Agent pursuant to the form escrow agreement, a copy of either which is attached hereto as Exhibit B and made a part hereof (the “Escrow Agreement”). (a) immediately available funds by wire transfer The Xxxxxxx Money shall be refundable to an account at Purchaser as follows: i. In the Escrow Agent’s office as Escrow Agent shall designate event Purchaser terminates this Agreement on or prior to the Buyer or expiration of the Inspection Period (b) in the form as hereinafter defined), Purchaser shall receive a full refund of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money; and ii. To In the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable event Purchaser does not terminate this Agreement on or prior to the Buyer and expiration of the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paidInspection Period, except that if the Closing occurs, the Buyer Purchaser shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion full refund of the Xxxxxxx Money and in the event (a) Purchaser elects to terminate this Agreement due to a default by Seller hereunder or otherwise exercises a termination right afforded to Purchaser under this Agreement, (b) any interest earned thereon one of Purchaser Closing Conditions (as hereinafter defined) is not satisfied or waived by Purchaser in writing by its respective deadline, (c) Purchaser elects to terminate this Agreement due to any material casualty or condemnation affecting the Property or any portion thereof as provided in this Agreement, or (d) Purchaser elects to terminate this Agreement as a result of a matter of title or survey pursuant to Section 2.02 hereof. (b) The Xxxxxxx Money shall be applied to the Cash Consideration Amount to be paid Purchase Price at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time benefit of the sale of such “Property” and the “Asset-Related Property” related thereto (Purchaser or released as such terms are defined otherwise provided in the Master PSA) in accordance with Section 14.33 of the Master PSAthis Agreement.

Xxxxxxx Money. Within Purchaser shall deliver to Chicago Title Insurance ------------- Company ("Escrow Agent") pursuant to an escrow agreement identical in form to that which is attached hereto as Exhibit P and incorporated herein for all purposes) at 000 Xxxx Xxxxxxxxxxx Xxxx, Xxx Xxxxxxxxxx, Xxxxxxxxxx 00000, Attention: Xx. Xxxxx Xxxxxx within two (2) Business Days business days after the date a fully- executed copy of this Agreement, Agreement is delivered to the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”). The Xxxxxxx Money shall be in the form of either (a) immediately available funds by Seller, by wire transfer to an account at in accordance with wire transfer instructions provided by the Escrow Agent’s office as Escrow Agent shall designate to , the Buyer or amount of ONE HUNDRED THOUSAND AND NO/100 100 DOLLARS (b$100,000.00) in (which amount, together with all interest accrued thereon, if any, is herein called the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the "Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money ") to be invested by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with as Purchaser and Seller shall direct. Seller shall have the option of terminating this Agreement if the full amount of Xxxxxxx Money is not delivered to the Escrow Agent acceptable as prescribed in this Section 3. 1. Purchaser agrees to promptly deliver or cause the Buyer Escrow Agent to deliver written acknowledgment by the Escrow Agent that the executed copy of this Agreement and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while have been received by and are being held by the Escrow Agent shall be paid pursuant to the party to whom the Xxxxxxx Money is paidterms of this Agreement. Except as provided herein, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly nonrefundable upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” Effective Date (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSA.10.13

Xxxxxxx Money. Within (a) No later than 5:00 p.m. on the date that is two (2) Business Days business days after the date Effective Date hereof, Purchaser shall deposit the sum of this AgreementTWO HUNDRED AND FIFTY THOUSAND AND NO/100 DOLLARS ($250,000.00) in cash as an xxxxxxx money deposit (together with any interest earned thereon, the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”) by wire transfer to Escrow Agent. If the Xxxxxxx Money is not timely made, Seller may terminate this Agreement at any time prior to receipt by the Escrow Agent of the Xxxxxxx Money, in which case this Agreement shall terminate. (b) No later than 5:00 p.m. on the third (3rd) day after the expiration of the Contingency Period, Purchaser shall increase the Xxxxxxx Money deposit to the total sum of FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000.00). Except if Purchaser terminates this Agreement during the Contingency Period pursuant to Section 1.3, if the additional Xxxxxxx Money is not timely paid, Seller may terminate this Agreement at any time after the Contingency Period has expired but prior to receipt by the Escrow Agent of the additional Xxxxxxx Money, in which event this Agreement shall terminate and Seller shall be entitled to retain any Xxxxxxx Money then being held by Escrow Agent. (c) The Xxxxxxx Money shall be in the form of either (a) immediately available funds by wire transfer delivered to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited held by Escrow Agent in escrow in an interest-bearing account with the Escrow Agent acceptable pursuant to the Buyer and terms of this Agreement. If the Sellers and shall be held in escrow Closing occurs in accordance with the terms and provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paidthis Agreement, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied paid to Seller and credited against the Cash Consideration Amount to be paid at Purchase Price. If the Closing does not occur, the Xxxxxxx Money and any interest earned thereon shall be held and delivered as provided in this Agreement. At the time of delivering the Xxxxxxx Money deposit, Purchaser shall deliver to Escrow Agent a completed W-9 form for the attribution of any interest earned on the Xxxxxxx Money. (d) Seller and Purchaser acknowledge and agree that if Purchaser does not terminate this Agreement as set forth in Section 1.3(e), the Xxxxxxx Money will be deemed earned by Seller and non-refundable to Purchaser for any reason other than (i) the failure of any condition precedent to Purchaser’s obligation to purchase the Property, (ii) Seller’s default (after the expiration of the notice and cure period provided in Section 6.2) under this Agreement in any material respect, or (iii) Purchaser’s termination of this Agreement pursuant to Article VIII (Condemnation and Risk of Loss) or any other provision of this Agreement expressly authorizing Purchaser to terminate this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of receive a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAMoney.

Xxxxxxx Money. Within two Purchaser shall deliver to Chicago National Title Insurance Company (2the “Escrow Agent”) within three (3) Business Days after the date Effective Date, by wire transfer in accordance with wire transfer instructions provided by the Escrow Agent, the amount of ONE MILLION AND 00/100 DOLLARS ($1,000,000.00) (the “Initial Xxxxxxx Money”), which amount is to be deposited into and held by the Escrow Agent in a separate escrow account. Seller shall have the option of terminating this Agreement if the full amount of Initial Xxxxxxx Money is not delivered to the Escrow Agent as prescribed in this Section 3.1. Notwithstanding anything herein or elsewhere to the contrary, the Purchaser hereby expressly acknowledges, confirms and agrees that EIGHT HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($850,000.00) of the Initial Xxxxxxx Money (the “Non-Refundable Deposit”) shall at all times be deemed non-refundable to Purchaser, except in the event this Agreement is terminated by Purchaser pursuant to Sections 4.1.1(a), 4.1.2(a), 4.1.2(c), 6.6(e)(ii), 7.1, 7.2 or 8.1 (each, a “Full Refund Section” and collectively, the “Full Refund Sections”). For purposes hereof, the term “Xxxxxxx Money” may also be used to refer to the Initial Xxxxxxx Money in full, including the Non-Refundable Deposit portion thereof and all interest accrued thereon, if any. Purchaser agrees to promptly deliver or cause the Escrow Agent to deliver written acknowledgment by the Escrow Agent when the Initial Xxxxxxx Money has been received by and is being held by the Escrow Agent pursuant to the terms of this Agreement. If the sale of the Property is consummated under this Agreement, the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”). The Xxxxxxx Money shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to Seller and applied to the party payment of the Purchase Price at Closing. If Purchaser terminates this Agreement pursuant to whom one of the Full Refund Sections, the full amount of the Xxxxxxx Money is paidheld by the Escrow Agent shall be refunded and released to Purchaser. Otherwise, except that if in the Closing occursevent Purchaser terminates this Agreement (excluding any termination pursuant to a Full Refund Section), then the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata Non-Refundable Deposit portion of the Xxxxxxx Money and any interest earned thereon held by the Escrow Agent shall be applied disbursed and paid to Seller, the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form remaining balance of a letter of credit in which case the Xxxxxxx Money shall not be so applied refunded and the Escrow Agent release to Purchaser, and no party hereto shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” have any further obligations under this Agreement and each Other PSA, shall be reserved except for application such obligations which by their terms expressly survive the termination of this Agreement (the “Surviving Obligations”). Purchaser agrees to deliver to Seller upon Seller’s written request copies of all Final Reports (as defined in Section 4.2 of this Agreement) in the Cash Consideration Amount payable event this Agreement is terminated pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable termination right other than pursuant to Sections 6.6(e)(ii) or 8.1. The obligations to deliver the Master PSA at Final Reports shall survive the time termination of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAthis Agreement.

Xxxxxxx Money. Within two Purchaser shall pay $61,080.00 in Xxxxxxx Money to Seller. Purchaser shall deliver to Lawyers Title Insurance Corporation, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Xxxxxx X. Xxxxx, Esq. (2the “Escrow Agent”), within one (1) Business Days business day after the date of this Agreement, the Buyer sum of SEVEN THOUSAND SIX HUNDRED THIRTY FIVE DOLLARS ($7,635.00) in cash (such amount, together with all interest, if any, earned thereon being referred to as the “Initial Xxxxxxx Money”). The Initial Xxxxxxx Money shall be invested by the Escrow Agent in an account as Purchaser may direct. Seller shall have the option of terminating this Agreement if the Initial Xxxxxxx Money is not delivered to the Escrow Agent within such time. Upon the expiration of the Inspection Period as hereinafter defined, if Purchaser has not terminated this Agreement pursuant to Section 5.2(a) hereof, Purchaser shall deposit in cash the sum of FIFTY-THREE THOUSAND FOUR HUNDRED FORTY FIVE DOLLARS ($53,445.00) (such amount, together with Escrow Agent an aggregate amount under this Agreement all interest, if any, earned thereon being referred to as the “Additional Xxxxxxx Money” and the Other PSAs equal Additional Xxxxxxx Money together with the Initial Xxxxxxx Money being hereinafter collectively referred to $150,000,000 (as the “Xxxxxxx Money”). The Upon the deposit of the Additional Xxxxxxx Money, and except as otherwise set forth in this Agreement, the entire Xxxxxxx Money deposit shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate become non-refundable pursuant to the Buyer or (b) in terms of this Agreement. If the form sale of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as the Property is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal consummated pursuant to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form terms of immediately available funds by wire transferthis Agreement, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the all Xxxxxxx Money and any interest earned thereon shall be paid to Seller and applied to the Cash Consideration Amount to be paid at payment of the Closing pursuant to Purchase Price. If this Agreement and each Other PSA (unless such is properly terminated prior to the end of Inspection Period or prior to the expiration of the Financing Contingency Period, or in accordance with any other express provision of this Agreement by either party in accordance with the terms hereof, then the Xxxxxxx Money is on deposit and any interest earned thereon shall be immediately returned to Purchaser, and no party hereto shall have any further obligations under this Agreement except for the obligations specified in Section 5.2(a) and Section 11.2. Purchaser and Seller shall enter into with Escrow Agent an Escrow Agreement in the form attached hereto as Exhibit B, with regard to the rights and obligations of a letter of credit in which case Escrow Agent, Purchaser and Seller with regard to the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAMoney.

Xxxxxxx Money. Within two (2a) Business Days after the date Contemporaneously with submission of this Agreement, Purchaser shall deliver to DK Realty Partners, LLC (the Buyer shall “Escrow Agent”), as an initial xxxxxxx money deposit with Escrow Agent an aggregate amount under this Agreement and to be applied to the Other PSAs Purchase Price, the sum equal to $150,000,000 (“Xxxxxxx Money”). The Xxxxxxx Money shall be in 2% of the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) Purchase Price in the form of a letter of credit reasonably acceptable cashier’s or certified check made payable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to (the Buyer and the Sellers and shall be held in escrow in accordance with the provisions “Deposit”). (b) Within three business days after Seller’s acceptance of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paidthis Agreement, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer Purchaser shall deliver to the Escrow Agent additional sums to increase the total Deposit to 10% of the Purchase Price, which shall be added to and become a replacement letter part of credit, in the same form and issued Deposit. (c) The Deposit shall be held by the same issuing bank, having a face amount equal to Escrow Agent in accordance with the face amount terms and conditions of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSAthe Escrow Agent’s standard form of strict joint order escrow trust instructions. The Deposit may be invested by the Escrow Agent at the direction and for the benefit of Purchaser. The net investment income, if any, earned on the Deposit shall become part of the Deposit and shall be reserved for application paid, together with the Deposit, to the Cash Consideration Amount payable pursuant party entitled to receive the Deposit under the terms of this Agreement. In the event this Agreement or each applicable Other PSA at is terminated by Purchaser by reason of Seller’s default, the time Deposit shall be returned to Purchaser forthwith, and Seller agrees, upon Purchaser’s request, to provide any direction to the Escrow Agent required for the return of the final Serial Closing under Deposit to Purchaser. In the Master PSA (or event the Closing or Deposit becomes payable to Seller by reason of Purchaser’s default, Xxxxxxxxx agrees, upon Xxxxxx’s request, to provide any Other PSA Closing if such closing hereunder or thereunder shall occur after direction to the final Serial Closing); provided, further, that in all events five percent (5%) Escrow Agent required for the delivery of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application Deposit to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSASeller.

Xxxxxxx Money. Within two (2) Business Days Buyer shall deliver the Xxxxxxx Money within 2 days after mutual acceptance to Selling Broker or to Closing Agent. If Buyer delivers the date Xxxxxxx Money to Selling Broker, Selling Broker will deposit any check to be held by Selling Firm, or deliver any Xxxxxxx Money to be held by Closing Agent, within 3 days of this Agreementreceipt or mutual acceptance, whichever occurs later. If the Xxxxxxx Money is held by Selling Firm and is over $10,000.00 it shall be deposited into an interest bearing trust account in Selling Firm’s name provided that Buyer completes an IRS Form W-9. Interest, if any, after deduction of bank charges and fees, will be paid to Buyer. Buyer shall reimburse Selling Firm for bank charges and fees in excess of the interest earned, if any. If the Xxxxxxx Money held by Selling Firm is over $10,000.00 Buyer has the option to require Selling Firm to deposit the Xxxxxxx Money into the Housing Trust Fund Account, with the interest paid to the State Treasurer, if both Seller and Buyer so agree in writing. If the Buyer does not complete an IRS Form W-9 before Selling Firm must deposit the Xxxxxxx Money or the Xxxxxxx Money is $10,000.00 or less, the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”). The Xxxxxxx Money shall be in deposited into the form of either (a) immediately available funds by wire Housing Trust Fund Account. Selling Firm may transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx MoneyMoney to Closing Agent at Closing. To the extent If all or part of the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable refunded to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occursany such costs remain unpaid, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b)Selling Firm or Closing Agent may deduct and pay them therefrom. At the The parties instruct Closing and each Other PSA Closing, a pro rata portion Agent to provide written verification of receipt of the Xxxxxxx Money and notice of dishonor of any interest earned thereon shall be applied check to the Cash Consideration Amount to be paid parties and Brokers at the addresses and/or fax numbers provided herein. Upon termination of this Agreement, a party or the Closing pursuant to this Agreement and each Other PSA (unless such Agent may deliver a form authorizing the release of Xxxxxxx Money is in to the other party or the parties. The party(s) shall execute such form and deliver the same to the Closing Agent. If either party fails to execute the release form, a party may make a written demand to the Closing Agent for the Xxxxxxx Money. Pursuant to RCW 64.04, Closing Agent shall deliver notice of a letter the demand to the other party within 15 days. If the other party does not object to the demand within 20 days of credit in which case Closing Agent’s notice, Closing Agent shall disburse the Xxxxxxx Money shall not be so applied and to the Escrow party making the demand within 10 days of the expiration of the 20 day period. If Closing Agent timely receives an objection or an inconsistent demand from the other party, Closing Agent shall return commence an interpleader action within 60 days of such objection or inconsistent demand, unless the undrawn letter parties provide subsequent consistent instructions to Closing Agent to disburse the xxxxxxx money or refrain from commencing an interpleader action for a specified period of credit time. Pursuant to RCW 4.28.080, the parties consent to service of the summons and complaint for an interpleader action by first class mail, postage prepaid at the party’s usual mailing address or the address identified in this Agreement. If the Closing Agent complies with the preceding process, each party shall be deemed to have released Closing Agent from any and all claims or liability related to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount disbursal of the last letter of credit so delivered less Xxxxxxx Money. If either party fails to authorize the applicable pro rata portion release of the Xxxxxxx Money released at to the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, howeverother party when required to do so under this Agreement, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, party shall be reserved for application in breach of this Agreement. For the purposes of this section, the term Closing Agent includes a Selling Firm holding the Xxxxxxx Money. The parties authorize the party commencing an interpleader action to the Cash Consideration Amount payable pursuant deduct up to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) $500.00 for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAcosts thereof.

Xxxxxxx Money. Within two (2) Business Days after the date of this Agreement, the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”). The Xxxxxxx Money shall be in the form of either (a) At such time as the Deposit (as defined under the EIG Realty Purchase Agreement) is due under the EIG Realty Purchase Agreement, Purchaser will deposit with the Escrow Holder in immediately available funds by wire transfer to an account at $50,000 (the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer"Deposit"), upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money which will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow by the Escrow Holder pursuant to the terms of this Agreement, and in accordance with the terms and provisions of the Escrow Agreement by and among the Escrow Holder, Seller and Purchaser dated of even date herewith (the "Escrow Agreement"). (b) In order to assure compliance with the requirements of Section 14.5. All interest earned on 6045 of the Xxxxxxx Money while held by Internal Revenue Code of 1986, as amended (the "Code"), and any related reporting requirements of the Code, the parties hereto agree as follows: (i) Provided the Escrow Agent shall be paid Holder executes a statement in writing (in form and substance reasonably acceptable to the parties hereunder) pursuant to which it agrees to assume all responsibilities for information reporting required under Section 6045(e) of the Code, Seller and Purchaser will designate the Escrow Holder as the Person to be responsible for all information reporting under Section 6045(e) of the Code (the "Reporting Person"). If the Escrow Holder refuses to execute a statement pursuant to which it agrees to be the Reporting Person, Seller and Purchaser agree to appoint another third party, acceptable to Seller and Purchaser in their reasonable discretion, as the Reporting Person. (ii) Each of Seller and Purchaser will: (A) provide to the Reporting Person all information and certifications regarding the applicable party, as reasonably requested by the Reporting Person or otherwise required to be provided by a party to whom the Xxxxxxx Money transaction described herein under Section 6045 of the Code; and (B) provide to the Reporting Person the applicable party's taxpayer identification number and a statement (on Internal Revenue Service Form W-9 or an acceptable substitute form, or on any other form the applicable current or future Code sections and regulations might require and/or any form requested by the Reporting Person), signed under penalties of perjury, stating that the taxpayer identification number supplied by the applicable party to the Reporting Person is paid, except that if correct. (iii) Each party will retain this Agreement for not less than four years from the end of the calendar year in which Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied will produce it to the Cash Consideration Amount Internal Revenue Service upon a valid request for this Agreement. (iv) The addresses for Seller and Purchaser are as set forth in Section 12.1, and the real estate subject to be paid at the Closing pursuant to transfer provided for in this Agreement and each Other PSA (unless such Xxxxxxx Money is described in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%Schedule 1.1(a)(i)(A) of the aggregate Allocated Asset Value of Disclosure Schedule. (c) At the sum of (A) Closing, the remaining “Deferred Assets” under Escrow Holder will deliver the Master PSA Deposit, and (B) interest and other investment income earned thereon, to Seller as provided in the “Transferred Assets” under this Escrow Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSA2.1.

Xxxxxxx Money. Within two three (23) Business Days after business days following the date Effective Date of this Agreement, the Buyer shall deposit with Escrow Agent an aggregate deliver to Xxxxxxx, Monaghan, Xxxxxxx & Xxxxxx, P.A., Trust Account, Attn: Xxxxx Xxxxxxx, 00 Xxxxxxx Xxxxxx, #302, Cocoa, Florida 32922 (the “Title Company”), by wire transfer, xxxxxxx money in the amount under this Agreement and of FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000.00) (the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”). The Xxxxxxx Money shall be in the form Title Company shall: (i) notify Seller of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form its receipt of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To ; (ii) execute the extent escrow agreement attached hereto as Exhibit C and promptly provide a copy thereof to both Buyer and Seller; and (iii) hold the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with account, subject to the remaining terms and conditions of this Agreement and the Escrow Agent acceptable Agreement. If Buyer fails to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on deliver the Xxxxxxx Money while held by Escrow Agent shall be paid to the party Title Company within the time required by this Agreement, Seller shall have the right to whom terminate this Agreement upon written notice to Buyer. If Buyer terminates this Agreement on or before expiration of the Xxxxxxx Money is paidDue Diligence Period (defined in Section 5 below) for any reason as provided in Section 5 below, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of then the Xxxxxxx Money and any interest earned accrued thereon shall be refunded to Buyer. If Buyer does not terminate this Agreement prior to the expiration of the Due Diligence Period either through the failure to deliver a Notice to Proceed or by delivery of a Termination Notice to Seller as provided in Section 5 below, then the Xxxxxxx Money and any interest accrued thereon shall be: (i) applied to the Cash Consideration Amount to be paid Purchase Price at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer Closing, and Buyer shall deliver to pay the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount balance of the last letter Purchase Price at Closing, subject to adjustments and prorations set forth herein; or (ii) delivered to and be the property of credit so delivered less the applicable pro rata portion Seller if Closing does not occur for any reason other than a default of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); providedSeller, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under unless otherwise expressly provided by this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAAgreement.

Xxxxxxx Money. Within two a. $10,000.00 is herewith tendered and is to be deposited as Xxxxxxx Money with Xxxxxxx Title of Austin, 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxx 00000; Attn: Xx. Xxxxxxx Xxxxxxx; (2000) Business Days after the date of this Agreement000-0000, FAX (512) 472-3101, as Escrow Agent. In additional, should the Buyer shall decide to go forward with this transaction at the end of the specified 60-day feasibility period, then Buyer agrees to deposit an additional $5,000.00 in Xxxxxxx Money with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”)said title company. The Xxxxxxx Money shall be in the form of either (a) immediately available funds by wire transfer to an account deposited with Xxxxxxx Title Company at the Escrow Agent’s office as Escrow Agent shall designate to expiration of the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx MoneyBuyer's feasibility period. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable with the understanding that Escrow Agent (i) does not assume or have any liability for performance or nonperformance of any party (ii) has the right to require the receipt, release and authorization in writing of all parties before paying the deposit to any party and (iii) is not liable for interest or other charge on the funds held. If any party unreasonably fails to agree in writing to an appropriate release of Xxxxxxx Money, then such party shall be liable to the Buyer and other parties to the Sellers and shall be held extent provided in escrow in accordance with the provisions of Section 14.5Paragraph 14. All interest earned on the At closing, Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to any cash down payment required, next to Buyer's closing costs and any excess refunded to Buyer. Before Buyer shall be entitled to refund of Xxxxxxx Money, any actual expenses incurred or paid on Buyer's behalf shall be deducted therefrom and paid to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case creditors entitled hereto. b. [X] Yes [ ] No. The parties herein agree that the Xxxxxxx Money shall not be so applied deposited in an account at an institution of Buyer's choice bearing interest at the highest obtainable rate and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, interest shall be reserved for application credited to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSABuyer.

Xxxxxxx Money. Within two (2) Business Days after the date of this Agreement, the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement Two Million and No/100 Dollars ($2,000,000.00) of xxxxxxx money (the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”) with Xxxxxxx Title of Austin, LLC (“Title Agent”), whose address is 000 X. Xxxxx Xxxxxxxxxx, Xxxxxxxx XXX, Xxxxx 000, Xxxxxx, Xxxxx 00000, Attn: Xxxxxx Xxxxxxxx/Xxxxxxxx Xxxxxxx, Email: xxxxxx.xxxxxxxx@xxxxxxx.xxx/xxxxxxxx@xxxxxxxxxx.xxx, Phone: (000) 000-0000/(000) 000-0000, no later than 5:00 p.m. Austin, Texas time within three (3) business days (as defined below) after the Effective Date. If Buyer fails to timely deposit the Xxxxxxx Money in accordance with this Section 4, Seller shall have the right to terminate this Agreement prior to Buyer’s deposit of the Xxxxxxx Money by delivering written notice to Buyer and neither Buyer nor Seller shall have any further obligations except for those that specifically survive a termination hereunder. The Xxxxxxx Money shall be is not refundable to Buyer, except as otherwise provided in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Moneythis Agreement. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the The Xxxxxxx Money will be deposited by Escrow Agent invested in an interest-bearing account with the Escrow Agent a depository chosen by Xxxxx and acceptable to the Buyer Title Agent, and the Sellers interest earned on the Xxxxxxx Money shall become a part of the Xxxxxxx Money and shall be held in escrow reported as income to Buyer. The Xxxxxxx Money will be applied as a credit against the Purchase Price if Closing occurs or otherwise disbursed to Seller or Buyer in accordance with the provisions of Section 14.5this Agreement. All interest earned on Except as expressly provided in this Agreement, despite any other provision of this Agreement, if this Agreement and the Transaction is terminated and Buyer is entitled to a refund of the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paidMoney, except that if the Closing occursthen, the Buyer shall receive a credit for in such interest in accordance with Section 2.2(b). At the Closing event, One Hundred and each Other PSA Closing, a pro rata portion No/100 Dollars ($100.00) of the Xxxxxxx Money will be non-refundable (the “$100 Independent Consideration”) and any interest earned thereon shall be applied to the Cash Consideration Amount to will be paid at over to and retained by Seller as independent consideration for the Closing pursuant to execution and delivery of this Agreement and each Other PSA (unless such Xxxxxxx Money is for the inspection rights granted to Buyer herein. Except as expressly provided in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the this Agreement, Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion hereby acknowledges that any refund of the Xxxxxxx Money released at provided in this Agreement shall be reduced by the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) foregoing $25,000,000 and (y) ten percent (10%) 100 Independent Consideration. In any of the aggregate Allocated Asset Value of immediately foregoing events, the sum of (A) Title Agent shall promptly pay and deliver by wire transfer to Buyer the remaining “Deferred Assets” under Xxxxxxx Money and to Seller the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSA$100 Independent Consideration.

Xxxxxxx Money. Within two (2) Business Days after Contemporaneously with the date execution and delivery of this AgreementAgreement by Purchaser and Seller, Purchaser has delivered to Seller, by wire transfer of immediately available funds into Seller’s designated bank account, an xxxxxxx money deposit of $1,692,975.00 (together with any interest earnings thereon, the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”). As set forth in Section 5 hereof, the Xxxxxxx Money shall be applied against the Purchase Price at Closing. Except as otherwise expressly provided herein, the Xxxxxxx Money shall be non-refundable; accordingly, except as otherwise expressly provided herein, if Purchaser fails to consummate the purchase of the Property on the Closing Date, for any reason other than the failure of a condition set forth in Section 13, Purchaser shall forfeit any and all interest it may have in the Xxxxxxx Money and Seller shall be entitled to retain the Xxxxxxx Money. The Xxxxxxx Money shall be invested by Seller in the form of either (a) immediately available funds by wire transfer to an account at the Escrow AgentSeller’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers sole and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary absolute discretion and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All all interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to and remain the party to whom property of the Xxxxxxx Money is paidSeller (except as otherwise expressly set forth herein); provided, except that if the Closing occurs, the Buyer shall receive a credit for all such interest shall be included in accordance with Section 2.2(b). At the Closing Xxxxxxx Money and each Other PSA shall be applied against the Purchase Price for the Property at the Closing, a pro rata portion as contemplated elsewhere in this Agreement. The cost of the investment of the Xxxxxxx Money and any shall be paid from the interest earned thereon before such interest is so applied; provided, that Seller shall be applied solely responsible for any and all investment losses incurred with respect to its investment of the Cash Consideration Amount to Xxxxxxx Money. Accordingly, Purchaser shall be paid credited at the Closing pursuant to this Agreement and each Other PSA (unless such with not less than $1,692,975.00 toward the payment of the Purchase Price, regardless of any investment losses incurred by Seller and, in the event that the Xxxxxxx Money is due to be returned to Purchaser in accordance with this Agreement, Seller shall be obligated to pay over to Purchaser the form sum of a letter of credit in which case $1,692,975.00, minus only the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSALender Consent Costs.

Xxxxxxx Money. Within two (2) Business Days after Concurrently with the date execution of this Agreement, the ------------- Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and deposit, in a strict joint order escrow (the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”). The "Xxxxxxx Money shall be in the form of either (aEscrow") immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable the sum of One Million and No/100 Dollars ($1,000,000.00) (the "Initial Deposit"), such amount to the Buyer and the Sellers and shall be held in escrow as an xxxxxxx money deposit hereunder in accordance with the provisions of Section 14.5a strict joint order escrow agreement in the form attached hereto as Exhibit B (the "Xxxxxxx Money Escrow --------- Agreement"). All interest earned on On or before the thirteenth (13/th/) day following the Firm Date, Buyer shall deposit with the Escrow Agent in the Xxxxxxx Money while held by Escrow Agent an additional sum of One Million Dollars ($1,000,000.00) (the "Additional Deposit"). The Initial Deposit and the Additional Deposit are collectively referred to as the "Deposit". The Deposit is non-refundable and the Buyer shall be paid have no right to receive the party Deposit at any time after the Firm Date, unless one of the conditions specified in Xxxxxxx 0.00 (x), (x), (x), (x), (x), (x), (x), (x), (x) or (j) shall not have been satisfied or waived. At the Closing, unless this Agreement has been terminated in accordance with the terms hereof, Buyer and Seller shall cause their respective representatives to whom direct the transfer of the remaining Deposit in the Xxxxxxx Money is paidEscrow to Seller, except that if such amount to be applied in partial satisfaction of the Closing occursobligation of Buyer with respect to the Purchase Price. The Deposit shall be invested from time to time in United States government securities, commercial paper, certificates of deposit or other interest-bearing accounts or certificates as directed by Buyer and as reasonably approved by Seller, in all events such investments to have dates of maturity not later than the Buyer shall receive a credit then estimated date for such interest Closing. All costs and expenses of the Escrow Agent incurred in accordance connection with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion establishment of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case Escrow or the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” paid one-half by Seller and the “Assetone-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAhalf by Buyer.

Xxxxxxx Money. Within two (2) Business Days after the date of this Agreement, the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and deliver the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”). The Xxxxxxx Money shall be in the form of either (a) immediately available funds by wire transfer within 2 days after mutual acceptance to an account at the Escrow Selling Broker or to 5 Closing Agent’s office as Escrow Agent shall designate to the . If Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to delivers the Xxxxxxx MoneyMoney to Selling Broker, Selling Broker will deposit any check to be held by 6 Selling Firm, or deliver any Xxxxxxx Money to be held by Closing Agent, within 3 days of receipt or mutual acceptance, 7 whichever occurs later. To the extent If the Xxxxxxx Money is held by Selling Firm and is over $10,000.00 it shall be deposited into an 8 interest bearing trust account in Selling Firm’s name provided that Buyer completes an IRS Form W-9. Interest, if any, 9 after deduction of bank charges and fees, will be paid to Buyer. Buyer shall reimburse Selling Firm for bank charges 10 and fees in excess of the form of immediately available funds by wire transferinterest earned, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent if any. If the Xxxxxxx Money will be deposited held by Escrow Agent in an interest-bearing account with Selling Firm is over $10,000.00 Buyer 11 has the Escrow Agent acceptable option to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on require Selling Firm to deposit the Xxxxxxx Money while held by Escrow Agent shall be into the Housing Trust Fund Account, with the 12 interest paid to the party to whom State Treasurer, if both Seller and Buyer so agree in writing. If the Buyer does not complete an IRS 13 Form W-9 before Selling Firm must deposit the Xxxxxxx Money or the Xxxxxxx Money is paid, except that if the Closing occurs$10,000.00 or less, the Xxxxxxx 14 Money shall be deposited into the Housing Trust Fund Account. Selling Firm may transfer the Xxxxxxx Money to Closing 15 Agent at Closing. If all or part of the Xxxxxxx Money is to be refunded to Buyer shall receive a credit for and any such interest in accordance with Section 2.2(b)costs remain unpaid, the 16 Selling Firm or Closing Agent may deduct and pay them therefrom. At the The parties instruct Closing and each Other PSA Closing, a pro rata portion Agent to provide written 17 verification of receipt of the Xxxxxxx Money and notice of dishonor of any interest earned thereon check to the parties and Brokers at the 18 addresses and/or fax numbers provided herein. 19 Upon termination of this Agreement, a party or the Closing Agent may deliver a form authorizing the release of Xxxxxxx 20 Money to the other party or the parties. The party(s) shall execute such form and deliver the same to the Closing Agent. 21 If either party fails to execute the release form, a party may make a written demand to the Closing Agent for the Xxxxxxx 22 Money. Pursuant to RCW 64.04, Closing Agent shall deliver notice of the demand to the other party within 15 days. If 23 the other party does not object to the demand within 20 days of Closing Agent's notice, Closing Agent shall disburse the 24 Xxxxxxx Money to the party making the demand within 10 days of the expiration of the 20 day period. If Closing Agent 25 timely receives an objection or an inconsistent demand from the other party, Closing Agent shall commence an 26 interpleader action within 60 days of such objection or inconsistent demand, unless the parties provide subsequent 27 consistent instructions to Closing Agent to disburse the xxxxxxx money or refrain from commencing an interpleader 28 action for a specified period of time. Pursuant to RCW 4.28.080, the parties consent to service of the summons and 29 complaint for an interpleader action by first class mail, postage prepaid at the party's usual mailing address or the 30 address identified in this Agreement. If the Closing Agent complies with the preceding process, each party shall be applied 31 deemed to have released Closing Agent from any and all claims or liability related to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form disbursal of a letter of credit in which case the Xxxxxxx Money shall not be so applied and 32 Money. If either party fails to authorize the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion release of the Xxxxxxx Money released at to the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, howeverother party when required to do so 33 under this Agreement, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, party shall be reserved for application in breach of this Agreement. For the purposes of this section, the term Closing 34 Agent includes a Selling Firm holding the Xxxxxxx Money. The parties authorize the party commencing an interpleader 35 action to the Cash Consideration Amount payable pursuant deduct up to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) $500.00 for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSA.costs thereof. 36

Xxxxxxx Money. Within (a) Purchaser shall deliver to the Escrow Holder within two (2) Business Days after the date of this AgreementEffective Date, the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement sum of Six Hundred Thousand Five Hundred and No/100 Dollars ($600,500.00), by federal funds wire transfer (the Other PSAs equal to $150,000,000 (“"Xxxxxxx Money”"). The Xxxxxxx Money shall be non-refundable to Purchaser, except as otherwise expressly set forth in this Agreement. The Xxxxxxx Money shall be held in escrow and invested by the Escrow Holder in an interest-bearing account. Interest earned from the depository on the Xxxxxxx Money shall belong to Purchaser and shall be disbursed by the Escrow Holder to Purchaser at Closing or upon Purchaser's request. The Xxxxxxx Money shall be applied toward the Purchase Price at Closing, and shall otherwise be paid or applied in accordance with this Agreement. (b) The Escrow Holder shall hold the Xxxxxxx Money pursuant to the following provisions: (i) The Escrow Holder is not a party to, and is not bound by, or charged with notice of any agreement out of which this escrow may arise, other than the terms and provisions of this Section 3.2. (ii) The Escrow Holder shall deliver the Xxxxxxx Money to the party so designated on written notice from both the Purchaser and Seller specifying the time and the place where the Xxxxxxx Money is to be delivered, provided, however that (i) the Escrow Holder shall have received such written instructions at least one (1) Business Day prior to the date designated for delivery, and (ii) if Purchaser delivers a Termination Notice in accordance with Section 14.2 hereof, then the Escrow holder shall disburse the Xxxxxxx Money to Seller irrespective of any objection from Purchaser, except as otherwise provided herein. (iii) The Escrow Holder is acting solely as a stakeholder and depository as an accommodation to Purchaser and Seller, and is not responsible or liable for any matter or loss arising out of the Escrow Holder's conduct hereunder, except for its gross negligence or willful misfeasance. The Escrow Holder shall not be responsible or liable for the sufficiency, correctness, genuineness, or validity of the subject matter of this Agreement, or for the identity or authority of any person executing any documents or instruments in connection herewith. (iv) Notwithstanding the foregoing, as between Purchaser and Seller, the non-prevailing party in any dispute shall be solely responsible for payment of Escrow Holder's Expenses. The Escrow Holder may, at its own expense, consult with legal counsel in the form event of either any dispute or questions as to the construction of any provisions hereof or its duties hereunder, and it shall be fully protected in acting in accordance with the written opinion or instructions of such counsel. (v) The Escrow Holder shall be entitled to act or rely upon, and the Escrow Holder shall be protected in acting or relying upon the genuineness and validity of any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other document the Escrow Holder shall receive from any party hereto. (vi) In the event that (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to Holder receives contradictory instructions from the Buyer parties hereto, or (b) in there shall be any dispute between Seller and Purchaser as to any matter arising under this Agreement or (c) there shall be any uncertainty as to the form meaning or applicability of the provisions hereof or any written instructions received by the Escrow Holder pursuant hereto, the Escrow Holder shall continue to hold the Xxxxxxx Money pending resolution of the matter if so instructed by written notification from both Seller and Purchaser or if not so instructed shall deposit the Xxxxxxx Money with a letter court of credit reasonably acceptable to Sellers competent jurisdiction at the cost and issued by expense of Purchaser and Seller jointly and severally, and, upon making such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary deposit, the Escrow Holder shall thereupon be discharged and having a face amount equal released from any and all liability with respect to the Xxxxxxx Money. To The Escrow Holder may dispose of the extent escrowed funds in accordance with a court order, and shall be fully protected if it acts in accordance with any such court order. (vii) Deposits made pursuant to these instructions may be invested on behalf of any party or parties hereto, provided that any direction to the Escrow Holder for such investment shall be in writing and contain the consent of all other parties to this Agreement together with a completed, signed W-9 Form. The Escrow Holder is not to be held responsible for the loss of principal or interest on any investment made pursuant to the aforesaid instruction or in the redemption thereof. (viii) Except as to deposits of funds for which the Escrow Holder has received written instructions as set forth in paragraph (vii) above, the Xxxxxxx Money is may be commingled with other escrowed funds in the form of immediately available funds by wire transfer, upon a non-segregated escrow account; and (ix) Upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on terms hereof, the Escrow Holder shall be discharged and released from any and all liability with respect to the Xxxxxxx Money while held by Escrow Agent shall be paid Money. (x) Xxxxxx Holder may resign as Xxxxxx Holder hereunder at any time upon written notice to the party to whom the Xxxxxxx Money is paidXxxxxxxxx and Seller, except provided that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money resignation shall not be so applied effective unless and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent until a replacement letter of credit, escrow agent acceptable to Purchaser and Seller shall have been identified and such replacement escrow agent shall have agreed in the same form and issued by the same issuing bank, having a face amount equal writing to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing serve as Xxxxxx Agent hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA terms and conditions of this Agreement. (xi) Purchaser and Seller may jointly terminate the services of Escrow Holder hereunder at any time upon written notice to Escrow Holder, provided that such termination shall not be effective unless and until a replacement escrow agent acceptable to Purchaser and Seller shall have been identified and such replacement escrow agent shall have agreed in writing to serve as Escrow Holder hereunder pursuant to the time terms and conditions of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAthis Agreement.

Xxxxxxx Money. Within two (2a) Business Days after the date Contemporaneously with its execution of this Agreement, Xxxxx has paid to the Buyer shall deposit with Escrow Agent an aggregate amount under $5,664,417 (together with the interest or other earnings thereon, the “Xxxxxxx Money”) pursuant to this Agreement and the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”)Escrow Agreement. The Xxxxxxx Money shall be in In the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if event the Closing occurs, the Buyer Xxxxxxx Money shall receive a credit for such interest be credited against the Purchase Price as provided in Section 11.5(a) and shall remain in escrow as the Indemnity Escrow Amount. If the Closing does not occur, the Parties shall instruct the Escrow Agent to pay the Xxxxxxx Money to Seller or Buyer, as applicable, in accordance with this Section 2.2(b)3.3. (b) In the event an Xxxxxxx Money Retention Event occurs, the Parties shall instruct the Escrow Agent to pay the Xxxxxxx Money to Seller, which shall serve as liquidated damages in lieu of all other damages (and as Seller’s sole remedy in such event) unless Seller (in its sole discretion) pursues specific performance pursuant to Section 15.10. At The Parties hereby acknowledge that the Closing extent of damages to Seller occasioned by such Xxxxxxx Money Retention Event would be impossible or extremely impractical to ascertain and each Other PSA Closing, a pro rata portion that the amount of the Xxxxxxx Money is a fair and any interest earned thereon shall be applied to reasonable estimate of such damages under the Cash Consideration Amount to be paid at circumstances. (c) In the event the Closing pursuant to this Agreement does not occur and each Other PSA (unless such the Xxxxxxx Money is in not paid to Seller pursuant to the form foregoing provisions of a letter of credit in which case this Section 3.3, the Parties shall instruct the Escrow Agent to pay the Xxxxxxx Money to Buyer. (d) For federal income tax purposes, any interest or other earnings on the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter treated as income of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSABuyer.

Xxxxxxx Money. Within two On the Effective Date, Purchaser will deposit Ten Thousand Dollars (2$10,000) Business Days after (the date "Xxxxxxx Money") with First American Title Company (the "Escrow Agent") to be held in trust on the terms herein set forth for the mutual benefit of this Agreement, the Buyer shall deposit with parties hereto. The Xxxxxxx Money will be invested by Escrow Agent an aggregate amount under this Agreement in a money market fund or a federally-insured interest-bearing account. Interest on the Xxxxxxx Money will for all purposes become and constitute part of the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”). Notwithstanding the foregoing, a portion of the Xxxxxxx Money in the amount of One Hundred Dollars ($100) will be independent consideration for the agreements of Seller set forth herein. The Xxxxxxx Money shall be in refunded to the form Purchaser if Purchaser decides, for any reason, to not proceed with the purchase of either the Property at any time prior to the expiration of the Feasibility Period (aas defined herein). Upon expiration of the Feasibility Period, and upon written notice of the satisfaction of the Feasibility Analysis (as defined herein), if Purchaser shall decide to proceed with the purchase of the Property, then Purchaser shall deposit an additional Ninety Thousand Dollars ($90,000) immediately available funds by wire transfer to an account at with the Escrow Agent’s office as Escrow Agent shall designate to , increasing the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the total Xxxxxxx Money is in to One Hundred Thousand Dollars ($100,000). After Purchaser deposits the form of immediately available funds by wire transferadditional $90,000 with the Escrow Agent, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will become non-refundable and be deposited held by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to until the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b)Closing. At the Closing and each Other PSA Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at Purchase Price. As used in this Agreement, the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case term "Refund" shall mean the Xxxxxxx Money Money, with interest, shall not be so applied and returned to Purchaser except for the $100, which Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under Seller as consideration for Seller's entering into this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAAgreement.

Xxxxxxx Money. Within two five (25) Business Days business days after the date of this Agreementan election has been made or deemed made under clause (c), the Buyer acquiring Tenant in Common shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”). The Xxxxxxx Money shall be a mutually acceptable third-party escrow agent a non-refundable xxxxxxx money deposit in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” amount the selling Tenant in Common is entitled to receive for its Interest under this Exhibit E, which amount shall be applied to the purchase price at closing. If the acquiring Tenant in Common should thereafter fail to consummate the transaction for any reason other than a default by the selling Tenant in Common or a refusal by any lender with respect to the Property who has a right under its loan documents to consent to such transfer to so consent, (i) (A) the xxxxxxx money deposit shall be distributed from escrow to the selling Tenant in Common, free of all claims of the acquiring Tenant in Common, as such term is defined liquidated damages and constituting the sole and exclusive remedy available to the selling Tenant in Common because of a default by the Master PSAacquiring Tenant in Common or (B) the selling Tenant in Common may, by delivering to the acquiring Tenant in Common written notice thereof, elect to buy the acquiring Tenant in Common’s entire Interest for an amount equal to the amount the acquiring Tenant in Common would have been entitled to receive if the Tenants in Common had sold the Property for the Baylor College Station MOB shall be reserved for application to Valuation Amount and the “Cash Consideration Amount” payable pursuant to Tenants in Common had immediately paid all Property level liabilities and Imputed Closing Costs and distributed the Master PSA at the time net proceeds of the sale of such “Property” and to the “Asset-Related Property” related thereto (as such terms are defined Tenants in Common pursuant to Section 3, in which case, the Closing Date therefor shall be the date specified in the Master PSAselling Tenant in Common’s notice, and (ii) if the acquiring Tenant in accordance with Section 14.33 Common was the Offeror, the non-refundable xxxxxxx money deposit for any future election by the acquiring Tenant in Common to buy the selling Tenant in Common’s Interest shall be twenty percent (20%) of the Master PSAamount the selling Tenant in Common is entitled to receive for its Interest in connection with such future election.

Xxxxxxx Money. Within two three (23) Business Days after business days of executed contract and or the date of this AgreementContract, the Buyer Purchaser shall deposit with remit to the Escrow Agent an aggregate amount under this Agreement the sum of Five Thousand Dollars and No Cents ($5,000.00) in Xxxxxxx Money as the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”)"Initial Deposit". The Initial Deposit Xxxxxxx Money shall may be considered refundable under the terms of this contract offering set by FHFC III, Inc. Agreement for Purchase and Sale of Real Estate 000 Xxxxx Xxxx, Quincy, FL Within five (5) days upon the expiration of the Inspection Period, the Purchaser will deposit a Second Deposit in the form amount of either Five Thousand Dollars and No Cents (a$5,000.00), (the “Second Deposit”) immediately available funds by wire transfer to an account at with the Escrow Agent’s office as . The Second Deposit may be considered refundable under the terms of offering set by the Florida Housing Finance Corporation. If a one time, 30-day extension of the closing is required and executed by the Purchaser, a Third Deposit in the amount of Five Thousand Dollars and No Cents ($5,000.00) will be deposited with the Escrow Agent and the First and Second Deposits shall be considered non-refundable. Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of promptly deposit all such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent and additional amounts received in an interest bearing or non-interest-bearing account with the Escrow Agent acceptable all interest (if applicable) belonging to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5Purchaser. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion make disbursements of the Xxxxxxx Money in accordance with this Agreement. Should any controversy arise between or among the Seller, Purchaser, and/or Escrow Agent with respect to (i) this agreement, or (ii) any rights to the payment, application, or delivery of the Xxxxxxx Money, the Escrow Agent shall have the right to institute a Xxxx of Interpleader in the Circuit Court of Xxxx County, Florida to determine the rights of the parties. The Xxxxxxx Money and any the interest earned thereon (if any) shall be applied to the Cash Consideration Amount Purchase Price at Closing. 2. The Contract is also amended to delete Item 13.1 thereof in its entirety and substituting in its place the following: 13.1 Purchaser shall have one hundred twenty (120) days from the Effective Date of this contract to complete an investigation of the Property, said period of time being referred to herein as the Inspection Period. Seller agrees to cooperate with Purchaser and/or his representatives during the Inspection Period. Purchaser shall be paid granted access at any time during this contract for third party reports (environmental engineering report, lender's inspection, survey, and appraisal. Seller to grant access for any third-party reports or inspections at any reasonable time after notice before Closing. Purchaser may elect to terminate this agreement at its sole discretion during the Closing Inspection Period or upon Seller's default by notifying Seller of such in writing and forfeit the Initial Deposit. However, the Purchaser would not be required to remit the Second Deposit with the Escrow Agent. If Purchaser fails to give Seller and Escrow Agent notice of Purchaser's election to terminate this Agreement on or before the expiration of the Inspection Period, the Purchaser shall be deemed conclusively to have irrevocably waived its right to terminate this Agreement pursuant to this section 13.1. First Amendment 2 Agreement for Purchase and each Other PSA (unless such Xxxxxxx Money is in the form Sale of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of creditReal Estate 000 Xxxxx Xxxx, in the same form and issued by the same issuing bankQuincy, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSA.FL

Xxxxxxx Money. Within two (2) Business Days after the date of this Agreement, the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and deliver the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”). The Xxxxxxx Money shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate within 3 days after mutual acceptance to the specified Closing Agent. If the Xxxxxxx Money held by the Closing Agent is over $10,000.00 Buyer or (b) in has the form of a letter of credit reasonably acceptable option to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal require Closing Agent to deposit the Xxxxxxx Money into the Housing Trust Fund Account, with the interest paid to the Xxxxxxx MoneyState treasurer, if both Seller and Buyer so agree in writing. To the extent If all or part of the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable refunded to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paidany such costs remain unpaid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b)Agent may deduct and pay them therefrom. At the The parties instruct Closing and each Other PSA Closing, a pro rata portion Agent to provide written verification of receipt of the Xxxxxxx Money and notice of dishonor of any interest earned thereon shall be applied check to the Cash Consideration Amount to be paid parties at the addresses and/or email addresses provided herein. Upon termination of this Agreement, a party or the Closing pursuant to this Agreement and each Other PSA (unless such Agent may deliver a form authorizing the release of Xxxxxxx Money is in to the other party or the parties. The party(s) shall execute such form and deliver the same to the Closing Agent. If either party fails to execute the release form, the other party may make a written demand to the Closing Agent for the Xxxxxxx Money. If only one party makes such a demand, Closing Agent shall promptly deliver notice of a letter the demand to the other party, if the other party does not object to the demand within 10 days of credit in which case Closing Agent's notice, Closing Agent shall disburse the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer party making the demand, if Closing Agent complies with the preceding process, each party shall be deemed to have released Closing Agent from any and Buyer shall deliver all claims or liability related to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount disbursal of the last letter of credit so delivered less Xxxxxxx Money. The parties are advised that, notwithstanding the applicable pro rata portion foregoing, Closing Agent may require the parties to execute a separate agreement before disbursing the Xxxxxxx Money. If either party fails to authorize the release of the Xxxxxxx Money released at to the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, howeverother party when required to do so under this Agreement, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, party shall be reserved for application to in breach of this Agreement. Upon either party's request, the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at party holding the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined Xxxxxxx Money Shall commence an interpleader action in the Master PSA) county in which the Property is located. For the purposes of this section, the term Closing Agent includes a Selling Firm holding the Xxxxxxx Money. The parties authorize the party commencing an interpleader action to deduct up to $500.00 for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAcosts thereof.

Xxxxxxx Money. Within Purchaser shall, within two (2) Business Days business days after the date full execution and delivery of this Agreement, the Buyer shall deposit with the Escrow Agent an aggregate Company, as escrow agent, the amount under this Agreement of Two Million, Five Hundred Thousand and 00/100 Dollars ($2,500,000.00) (together with all interest earned thereon, the Other PSAs equal to $150,000,000 (“"Xxxxxxx Money”). The ") which Xxxxxxx Money shall be in the form of either (a) a wire transfer of immediately available funds United States of America funds. Prior to the expiration of the Due Diligence Period (as hereinafter defined), One Million and 00/100 Dollars of the Xxxxxxx Money (the “Refundable Portion”) shall be fully refundable to Purchaser (for any reason or no reason at all) and One Million, Five Hundred Thousand and 00/100 Dollars ($1,500,000.00) of the Xxxxxxx Money shall be nonrefundable to Purchaser subject, however, to Purchaser’s review, to its satisfaction, during the Due Diligence Period (except as otherwise provided in Section 3.2(b)), of the Title Commitment (hereinafter defined), the Existing Survey (hereinafter defined), a Phase I Environmental Assessment, and 2015 real estate taxes (payable in 2016). Subject to Purchaser’s right to terminate this Agreement and receive a refund of the entire Xxxxxxx Money in accordance with this Agreement, the Refundable Portion, together with the remaining balance of the Xxxxxxx Money, shall become nonrefundable at 5:00 p.m. (Chicago time) on the last day of the Due Diligence Period unless this Agreement is terminated prior to such time. The Xxxxxxx Money shall be held and disbursed by wire transfer to an account at the Escrow Agent’s office Company acting as Escrow Agent shall designate escrow agent pursuant to the Buyer or (b) Xxxxxxx Money Escrow Agreement in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to Exhibit B attached hereto which the Xxxxxxx Moneyparties have executed simultaneously with this Agreement. To the extent the The Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held invested in escrow in accordance with the provisions of Section 14.5. All a federally issued or insured interest earned on the Xxxxxxx Money while held by Escrow Agent bearing instrument and shall be paid to the party to whom which the Xxxxxxx Money is paid, except that if paid pursuant to the Closing occurs, provisions hereof. If the Buyer shall receive a credit for such interest sale hereunder is consummated in accordance with Section 2.2(b). At the Closing and each Other PSA Closingterms hereof, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount Purchase Price to be paid by Purchaser at the Closing pursuant to Closing. In the event of a default hereunder by Purchaser or Seller or if this Agreement and each Other PSA (unless such Xxxxxxx Money is terminated in the form of a letter of credit in which case accordance with any other provision herein, the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAprovided herein.

Xxxxxxx Money. Within Purchaser shall deliver to Heritage Title Company of Austin, Inc., as agent for First American Title Insurance Company or for Fidelity National Title Company (“Escrow Agent” and “Title Company”), no later than two (2) Business Days business days after the Effective Date, an xxxxxxx money deposit (the “Deposit”) in the amount of FOUR HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($450,000.00). Within one (1) business day after the date of expiration of the Inspection Period (as hereinafter defined), Purchaser shall pay an additional xxxxxxx money deposit (the “Additional Deposit”) in the amount of FOUR HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($450,000.00) to Escrow Agent. The Deposit and, if and when made, the Additional Deposit and all interest accrued thereon is referred to herein as the “Xxxxxxx Money.” After the expiration of the Inspection Period, all Xxxxxxx Money deposited with the Escrow Agent, including, without limitation, the Additional Deposit, shall be non-refundable in all events except in the event that Purchaser terminates this Agreement and is entitled to a refund of the Xxxxxxx Money under any of the terms of this Agreement. In the event the sale of the Property is consummated under this Agreement, the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”). The Xxxxxxx Money shall be paid to Seller and applied as a credit against the Purchase Price at Closing. At Purchaser’s discretion, Escrow Agent shall place the Xxxxxxx Money in one or more government insured interest-bearing accounts satisfactory to Seller and Purchaser (which shall have no penalty for early withdrawal), and shall not commingle the form Xxxxxxx Money with any funds of Escrow Agent or any other person or entity. In the event of a termination of this Agreement by either Seller or Purchaser for any reason other than pursuant to Section 4.1.1 (aupon which the Xxxxxxx Money shall be returned to Purchaser within one (1) immediately available funds business Day), Escrow Agent is authorized to deliver the Xxxxxxx Money to the party hereto entitled to same pursuant to the terms hereof on or before the tenth (10th) business day following receipt by wire transfer Escrow Agent and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Agent that it disputes the right of the other party to an account at receive the Xxxxxxx Money. In such event, Escrow Agent may either disburse the Xxxxxxx Money in accordance with a jointly executed instruction letter from Seller and Purchaser or, if no such instruction letter is received within ten (10) business days after the Escrow Agent’s office as Escrow Agent shall designate to receipt of the Buyer or (b) original letter identifying the dispute, interplead the Xxxxxxx Money into a court of competent jurisdiction in the form of a letter of credit reasonably acceptable to Sellers county in which the Xxxxxxx Money has been deposited. All attorneys’ fees and issued by costs and Escrow Agent’s costs and expenses incurred in connection with such issuing bank as interpleader shall be assessed against the party that is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to not awarded the Xxxxxxx Money. To the extent , or if the Xxxxxxx Money is distributed in part to both parties, then in the form of immediately available funds by wire transfer, upon delivery inverse proportion of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5distribution. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSA.{10610630;2} 3

Xxxxxxx Money. Within two Purchaser shall pay $135,780.00 in Xxxxxxx Money to Seller. Purchaser shall deliver to Lawyers Title Insurance Corporation, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Xxxxxx X. Xxxxx, Esq. (2the “Escrow Agent”), within one (1) Business Days business day after the date of this Agreement, the Buyer sum of SIXTEEN THOUSAND NINE HUNDRED SEVENTY TWO and 50/100 DOLLARS ($16,972.50) in cash (such amount, together with all interest, if any, earned thereon being referred to as the “Initial Xxxxxxx Money”). The Initial Xxxxxxx Money shall be invested by the Escrow Agent in an account as Purchaser may direct. Seller shall have the option of terminating this Agreement if the Initial Xxxxxxx Money is not delivered to the Escrow Agent within such time. Upon the expiration of the Inspection Period as hereinafter defined, if Purchaser has not terminated this Agreement pursuant to Section 5.2(a) hereof, Purchaser shall deposit in cash the sum of ONE HUNDRED EIGHTEEN THOUSAND EIGHT HUNDRED SEVEN and 50/100 DOLLARS ($118,807.50) (such amount, together with Escrow Agent an aggregate amount under this Agreement all interest, if any, earned thereon being referred to as the “Additional Xxxxxxx Money” and the Other PSAs equal Additional Xxxxxxx Money together with the Initial Xxxxxxx Money being hereinafter collectively referred to $150,000,000 (as the “Xxxxxxx Money”). The Upon the deposit of the Additional Xxxxxxx Money, and except as otherwise set forth in this Agreement, the entire Xxxxxxx Money deposit shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate become non-refundable pursuant to the Buyer or (b) in terms of this Agreement. If the form sale of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as the Property is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal consummated pursuant to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form terms of immediately available funds by wire transferthis Agreement, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the all Xxxxxxx Money and any interest earned thereon shall be paid to Seller and applied to the Cash Consideration Amount to be paid at payment of the Closing pursuant to Purchase Price. If this Agreement and each Other PSA (unless such is properly terminated prior to the end of Inspection Period or prior to the expiration of the Financing Contingency Period, or in accordance with any other express provision of this Agreement by either party in accordance with the terms hereof, then the Xxxxxxx Money is on deposit and any interest earned thereon shall be immediately returned to Purchaser, and no party hereto shall have any further obligations under this Agreement except for the obligations specified in Section 5.2(a) and Section 11.2. Purchaser and Seller shall enter into with Escrow Agent an Escrow Agreement in the form attached hereto as Exhibit B, with regard to the rights and obligations of a letter of credit in which case Escrow Agent, Purchaser and Seller with regard to the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAMoney.

Xxxxxxx Money. Within two Paragraph 1A of the Fourth Amendment to Purchase and Sale Agreement dated as of June 28, 2013 (2the “4A”) Business Days after between Seller and Buyer is deleted and the date following is inserted in lieu thereof: A. Pursuant to the 4A, Buyer deposited the sum of this Agreement, the Buyer shall deposit $78,000.00 with Escrow Agent Agent, as an aggregate amount under this Agreement and additional Xxxxxxx Money Deposit (the Other PSAs equal to $150,000,000 (“4A Additional Xxxxxxx MoneyMoney Deposit”). The Contemporaneously with Buyer’s execution of this Amendment, Buyer agrees to deposit the sum of $32,000.00 with Escrow Agent, as an additional Xxxxxxx Money shall be Deposit (the “5A Additional Xxxxxxx Money Deposit”). Notwithstanding anything to the contrary in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Agreement or this Amendment, Seller and Buyer acknowledge and agree that Escrow Agent shall designate release the 5A Additional Xxxxxxx Money Deposit, the 4A Additional Xxxxxxx Money Deposit and the Initial Xxxxxxx Money Deposit (a total of $135,000.00) immediately to Seller when the Revised Release Condition (defined below) has been satisfied. Following such release, neither Seller nor Buyer shall have any claim against each other with respect to the Buyer 5A Additional Xxxxxxx Money Deposit, the 4A Additional Xxxxxxx Money Deposit or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Initial Xxxxxxx Money. To , notwithstanding the extent right to receive the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Deposit under Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion 15 of the Xxxxxxx Money and Agreement or otherwise, due to any interest earned thereon shall be applied failure to perform or default by such other party under the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing)Agreement; provided, however, that in all events at least Seller and Buyer expressly acknowledge and agree that the greater of (x) $25,000,000 and (y) ten percent (10%) amounts of the aggregate Allocated Asset Value of 5A Additional Xxxxxxx Money Deposit, the sum of (A) 4A Additional Xxxxxxx Money Deposit and the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, Initial Xxxxxxx Money Deposit shall be reserved for application to applied against the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA Purchase Price at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSA.

Xxxxxxx Money. (a) Within two three (23) Business Days after business days following the date of this AgreementEffective Date, the Buyer Purchaser shall deposit with Escrow Agent an aggregate amount under this Agreement the sum of Six Hundred Fifty Thousand and No/100s Dollars ($650,000.00) by check or wire transfer of immediately available funds (the Other PSAs equal "Xxxxxxx Money") in accordance with the wiring instructions attached hereto as Schedule 1.6(a). The Xxxxxxx Money, together with all interest earned thereon, if any, while such xxxxxxx money funds are in escrow (including, without limitation, in Escrow Agent’s Account) shall collectively be referred to $150,000,000 (herein as the “Xxxxxxx Money”). .” The Xxxxxxx Money shall be held and applied as further set forth in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Moneythis Agreement. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transferUpon Closing, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable applied to the Buyer Purchase Price on the Closing Date and paid to Seller through the Sellers and shall be held in escrow in accordance with process outlined herein, or at Purchaser's election, upon release of the provisions of Section 14.5. All interest earned Purchase Price to Seller on the Closing Date, the Xxxxxxx Money while held by Escrow Agent shall be paid returned to the party Purchaser. (b) If Purchaser fails to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata deliver any portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount Escrow Agent within the time period specified above, Seller shall have the right to be paid at the Closing pursuant to terminate this Agreement and each Other PSA upon such termination, Purchaser and Seller shall have no further rights, or obligations hereunder, except those which expressly survive termination of this Agreement. (unless such c) In any event, if Purchaser is entitled to have the Xxxxxxx Money is in the form returned to Purchaser pursuant to any provision of a letter this Agreement, One Hundred and no/100 Dollars ($100.00) of credit in which case the Xxxxxxx Money shall not nevertheless be so applied paid to Seller as good and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of creditsufficient consideration for entering into this Agreement. In addition, Seller acknowledges that Purchaser, in evaluating the same form Property and issued by the same issuing bank, having a face amount equal to the face amount performing its due diligence investigation of the last letter Property, will devote internal resources and incur expenses, and that such efforts and expenses of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); providedPurchaser also constitute good, however, that in all events at least the greater of (x) $25,000,000 valuable and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under sufficient consideration for this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAAgreement.

Xxxxxxx Money. Within two Purchaser has deposited with Xxxxxx Realty. Inc (2) Business Days after the date of this Agreement"Escrow Agent"), the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to whose contact information is set forth in Section 15 below, $150,000,000 (“25, 000 _cash x check, as "Xxxxxxx Money”). The " which Xxxxxxx Money shall be in applied as partial payment of the form cash portion of either (a) immediately available funds by wire transfer to an account the purchase price of the Property at the Escrow Agent’s office time the sale is consummated. If Broker or Co-Broker are acting as Escrow Agent shall designate to then the Buyer or (b) in the form receipt of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds hereby acknowledged by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent. If a party other than Broker or Co-Broker is acting as Escrow Agent such party shall be engaged pursuant to separate agreement. If Purchaser's check for the Xxxxxxx Money is returned by Purchaser's bank for any reason, Seller shall have the option to declare this Agreement null and void by written notice to Purchaser and Escrow Agent. Purchaser and Seller understand and agree that Escrow Agent shall deposit Xxxxxxx Money within five (5) banking days following the execution of this Agreement by all parties. The parties to this Agreement agree that Escrow Agent shall deposit the Xxxxxxx Money in _Escrow Agents Interest-bearing Escrow Trust Account and any interest earned on said deposit will be deposited paid or credited to the party entitled to receive the Xxxxxxx Money in accordance with this Agreement or _Escrow Agent's Escrow Trust Account and any interest earned on said deposit shall be retained by _Escrow Agent in an interestor x Escrow Agent's non-interest bearing account with Escrow Trust Account. Purchaser's Social Security or Federal Employer ID# is ________. The parties to this Agreement understand and agree that the disbursement of the Xxxxxxx Money held by the Escrow Agent acceptable as escrow agent can occur only (A) at closing; (B) upon written agreement signed by all parties having an interest in the funds; (C) upon court order; (D) upon the failure of any contingency or failure of either party to fulfill its obligations as set forth. in this Agreement; or (E) as otherwise set out herein. In the Buyer event of a dispute between Purchaser and the Sellers and shall be held in escrow in accordance with the provisions Seller regarding this Agreement and/or distribution of Section 14.5. All interest earned on the Xxxxxxx Money while held by Money, sufficient in the discretion of Escrow Agent to justify its doing so, Escrow Agent shall be paid entitled to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion interplead all or any disputed part of the Xxxxxxx Money into court, and thereupon be discharged from all further duties and liabilities hereunder. The filing of any interest earned thereon such interpleader action shall not deprive Escrow Agent of any of its rights under this Agreement. Purchaser and Seller agree that Escrow Agent shall be applied to the Cash Consideration Amount entitled to be paid at compensated by the Closing pursuant party who does not prevail in the interpleader action for its costs and expenses, including reasonable attorney's fees, in filing said interpleader action. In such disputed cases, if Escrow Agent decides not to interplead, Escrow Agent may make a disbursal of the Xxxxxxx Money upon a reasonable interpretation of this Agreement. If Escrow Agent decides to make a disbursal to which all parties to this Agreement do not expressly agree, Escrow Agent shall give all parties fifteen (15) days notice in writing of Escrow Agent's intent to disburse. Such notice shall be delivered by certified mail to the parties' last known addresses and each Other PSA (unless must recite to whom and when the disbursal will be made. After disbursement, Escrow Agent shall notify all parties by certified mail of such Xxxxxxx Money disbursement. Any such disbursal made by Escrow Agent upon advice of counsel shall conclusively be deemed to have been made upon a reasonable interpretation. The parties hereto further agree that the Escrow Agent is in the form of acting solely as a letter of credit in which case the Xxxxxxx Money shall not be so applied stakeholder at their request and for their convenience, that the Escrow Agent shall return not be deemed to be the undrawn letter agent of credit to either of the Buyer parties in Escrow Agent's capacity as escrow agent hereunder, and Buyer shall deliver to that the Escrow Agent a replacement letter shall not be liable to either of creditthe parties for any action or omission on its part taken or made in good faith, but shall be liable for its acts of bad faith, in breach of this agreement or gross negligence or willful misconduct. Seller and Purchaser shall jointly and severally indemnify and hold the same form Escrow Agent harmless from and issued against all costs, claims and expenses, including without limitation reasonable attorneys fees, incurred in connection with the 1 of 14 performance of the Escrow Agent's duties hereunder, except with respect to actions or omissions taken or made by the same issuing bankEscrow Agent in bad faith, having a face amount equal to the face amount in breach of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at involving gross negligence or willful misconduct on the time part of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAEscrow Agent.

Xxxxxxx Money. Within two Concurrent herewith, Buyer has delivered to Chicago Title Insurance Company, 000 Xxxxx Xxxxx Xxxxxx, Chicago, Illinois 60601, Attention: Xx. Xxxxx Xxxxxx, Assistant Vice President, Telephone No.: 312/000-0000 (2the “Title Company”) Business Days after $250,000 in cash (the date “Initial Xxxxxxx Money”) as xxxxxxx money. Provided this Contract is not sooner terminated, prior to the expiration of this Agreementthe Feasibility Period (defined below), the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement deliver to the Title Company as additional xxxxxxx money the sum of $750,000 in cash (the “Additional Xxxxxxx Money”; the Initial Xxxxxxx Money and the Other PSAs equal Additional Xxxxxxx Money, or so much thereof as is required to $150,000,000 (be on deposit at the time in question, is herein called the “Xxxxxxx Money”). The Xxxxxxx Money shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent At Closing, the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount Sales Price. Notwithstanding anything contained herein to the contrary, should this Contract terminate for any reason and Buyer be paid at entitled to a return of the Closing pursuant to this Agreement and each Other PSA Xxxxxxx Money, One Hundred Dollars (unless such Xxxxxxx Money is in the form $100,00) (“Independent Contract Consideration”) of a letter of credit in which case the Xxxxxxx Money shall not be so applied non-refundable and shall be paid over to and retained by Seller as independent consideration for the Escrow Agent shall return execution and delivery of this Contract and for the undrawn letter of credit inspection rights and options granted to the Buyer and herein. Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion hereby acknowledges that any refund of the Xxxxxxx Money released provided in this Contract shall be reduced by the Independent Contract Consideration. Failure by Buyer to deliver the Initial Xxxxxxx Money concurrent with the delivery hereof to the Title Company shall render this Contract voidable at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) option of the aggregate Allocated Asset Value Seller exercised at anytime prior to the date the Initial Xxxxxxx Money is actually delivered to the Title Company. Provided this Contract has not been terminated prior to the expiration of the sum of (A) Feasibility Period, failure to deliver the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application Additional Xxxxxxx Money prior to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time expiration of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing Feasibility Period shall constitute default hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAby Buyer.

Xxxxxxx Money. Within two (2) Business Days after Balance Due at Closing .................................................................. $ Purchaser has paid to Auctioneer the date sum of this Agreement$ , as xxxxxxx money, which xxxxxxx money is to be promptly deposited into the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement Auctioneer’s escrow account and is to be applied as part payment of the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”). The Xxxxxxx Money shall be in the form of either (a) immediately available funds by wire transfer to an account purchase price at the Escrow Agent’s office time of closing or as Escrow Agent shall designate to otherwise provided herein. All parties hereto agree that Auctioneer may deposit the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent xxxxxxx money in an interest-bearing escrow account with the Escrow Agent acceptable and all parties hereto understand and agree that disbursement of xxxxxxx money can occur only as follows: (a) at closing; (b) upon written agreement signed by all parties to the Buyer and the Sellers and shall be held in escrow this contract; (c) upon court order; or (d) upon failure of Seller to perform Seller’s obligation to close in accordance with this contract, the provisions xxxxxxx money shall be returned to Purchaser and this shall be Purchaser’s sole and exclusive remedy in the event of Section 14.5. All interest earned on a default by Seller, Purchaser hereby waiving all other rights and remedies available at law or in equity; or (e) upon failure of Purchaser to fulfill Purchaser’s obligations to close in accordance with this contract, the Xxxxxxx Money while held by Escrow Agent xxxxxxx money shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occursSeller as liquidated damages and not a penalty, the Buyer parties hereto agreeing that the damages caused by a breach of the contract are difficult or impossible to estimate accurately, the parties hereto intend to provide for liquidated damages rather than a penalty and the xxxxxxx money is a reasonable estimate of the probable loss upon a breach. If any dispute arises between Purchaser and Seller as to the final disposition of all or part of the xxxxxxx money, Auctioneer may, in its sole discretion, notify Purchaser and Seller in writing that Auctioneer is unable to resolve such dispute and may interplead all or any disputed part of the xxxxxxx money into court, whereupon Auctioneer shall be discharged from any further liability with respect to the xxxxxxx money deposit and shall be entitled to recover its fees and expenses, including attorneys’ fees in connection with said interpleader from the xxxxxxx money; or, upon fifteen (15) days written notice to the parties, Auctioneer may make a disbursal of the xxxxxxx money upon a reasonable interpretation of this contract. In either event, the parties hereto release and discharge Auctioneer from any claims against Auctioneer related to the xxxxxxx money and shall not seek damages from Auctioneer by reason thereof or by reason of any other matter arising out of this contract or the transaction contemplated hereunder. Seller warrants that they presently have title to said Property, and at the time the sale is consummated agrees to convey good and insurable title in and to said Property to Purchaser by Purchaser shall have reasonable time after date hereof in which to examine title and to furnish Seller with a written statement of objections affecting the insurability of said title. Seller shall have reasonable time after receipt of such objections to satisfy all valid objections and, if Seller fails to satisfy such valid objections within a reasonable time, then at the option of Purchaser, evidenced by written notice to Seller, this contract shall be null and void, and Purchaser’s xxxxxxx money shall be returned. If Purchaser does not terminate this contract, then Purchaser shall be deemed to have waived any such objections that Seller fails to satisfy and the sale be consummated without any adjustment to price. Seller and Purchaser agree that such documents as may be legally necessary to carry out the terms of this contract shall be executed and delivered by such parties at the time the sale is consummated. Seller warrants that when the sale is consummated the improvements on the Property will be in the same condition as on the date hereof, normal wear and tear accepted. However, should the premises be destroyed or substantially damaged before the contract is consummated, then at the election of the Purchaser: (a) the contract may be cancelled, or (b) Purchaser may consummate the contract and receive a credit for such interest insurance proceeds due Seller less any deductible amounts owed by Seller on the claim of loss. This election is to be exercised within ten (10) days after the amount of Seller’s damage is determined. Commission is to be paid to Auctioneer pursuant to and in accordance with Section 2.2(b). At the Closing that certain agreement between Auctioneer and each Other PSA ClosingSeller regarding authorization and compensation, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of creditBroker, in the same form and issued by the same issuing bankif any, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at auction sales brochure relative to the time of the sale of such “subject Property” and the “Asset-Related Property” related thereto (as such terms , which documents are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAincorporated herein by reference.

Xxxxxxx Money. Buyer is to deposit the Xxxxxxx Money as follows: (a) Within two (2) Business Days business days after execution and delivery of this Agreement by the date parties, Buyer shall deposit the amount of One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) (the “Initial Deposit”) with Escrow Holder; and (b) if this Agreement has not been terminated prior to the expiration of the Initial Inspection Period, within two (2) business days following the expiration of the Initial Inspection Period, Buyer shall deposit the additional amount of Five Hundred Fifty Thousand and No/100 Dollars ($550,000,00) (the “Final Deposit”) with Escrow Holder. Escrow Holder shall pay the Xxxxxxx Money plus the interest earned thereon (i) to Seller at and upon the Closing (and credit the same toward the payment of the Purchase Price) or (ii) otherwise to the party entitled to receive the Xxxxxxx Money in accordance with this Agreement. However, unless and until the Closing occurs under this Agreement, the Buyer Xxxxxxx Money shall deposit with be held and disbursed by Escrow Agent an aggregate amount under Holder pursuant to this Agreement which shall also serve as escrow instructions to Escrow Holder. Escrow Holder’s acceptance of the instructions and agreement to act in accordance with the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”)same shall be evidenced by Escrow Holder’s execution of this Agreement in the space provided at the end of this Agreement. The Xxxxxxx Money shall be in the form of either (aand each and every part thereof) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow a federally insured interest bearing account in accordance a financial institution acceptable to Buyer under Buyer’s tax identification number with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion any fees of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount Escrow Holder to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the split equally by Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSASeller.

Xxxxxxx Money. (a) Within two three (3) business days after the Effective Date, as defined herein below, Purchaser shall pay to (“Escrow Agent”) the sum of SEVENTY-FIVE THOUSAND AND NO/100 DOLLARS (U.S. $75,000.00) as the initial xxxxxxx money deposit. The initial xxxxxxx money deposit and any additional xxxxxxx money paid to the Escrow Agent by the Purchaser pursuant to this Agreement are herein called the “Xxxxxxx Money.” (b) If Closing should occur hereunder, Escrow Agent shall pay the Xxxxxxx Money to the closing agent and the Xxxxxxx Money shall be applied and credited toward the Purchase Price. (c) If Closing does not occur hereunder because: (1) Purchaser exercises any unexpired right or option under this Agreement to rescind, cancel or terminate this Agreement within the time provided herein, (2) Business Days after Seller fails or is unable to deliver Seller’s deed and other Deliveries to the date Purchaser conveying the quality of title to the Property required by this Agreement, the Buyer shall deposit with Escrow Agent an aggregate amount or (3) Seller defaults under this Agreement and fails to cure such default within the Other PSAs equal period allowed for cure, the Purchaser shall have the option to notify Escrow Agent, after the passage of any required Packet page: 3 notice period, to immediately refund the Xxxxxxx Money to Purchaser, less the sum of TWO HUNDRED TWENTY-FIVE AND NO/100 DOLLARS ($150,000,000 225.00), which shall be paid to Seller in consideration for this Agreement, whereupon this Agreement shall terminate and the parties to this Agreement shall have no further rights, duties or obligations to the other, except as otherwise specifically provided by this Agreement. (“Xxxxxxx Money”). The d) Otherwise, after the sixty day Inspection Period, the Xxxxxxx Money shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers deemed non-refundable and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom Seller upon the termination of this Agreement. Until one of the preceding conditions in subparagraph (c) of this Section 3 should exist, the Xxxxxxx Money is paidshall be held and disbursed by Escrow Agent strictly in accordance with the terms and provisions of Section 6 of this Agreement. (e) Interest accrued, except that if any, on the Closing occursxxxxxxx money shall be paid to the Purchaser or credited to the purchase price (f) Within five (5) days of the end of the Inspection Period if Purchaser has not exercised its option to terminate this Agreement as authorized in this Agreement, the Buyer Purchaser will deposit an additional TWENTY-FIVE THOUSAND AND NO/100 DOLLARS (U.S. $25,000.00) to Escrow Agent. Purchaser shall receive a credit toward the purchase price for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the this additional Xxxxxxx Money and any interest earned thereon deposit, which shall otherwise be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Assetdeemed non-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSArefundable.

Xxxxxxx Money. Within two Buyer agrees to deposit $250,000 as xxxxxxx money (2the “Xxxxxxx Money”) with the Title Company within three Business Days after the date execution of this AgreementAgreement by Buyer and Seller, receipt of which shall be acknowledged by the Title Company. Except as otherwise provided in the last paragraph of Section 6, Section 11(b), Section 14(b) or Section 14(c), if Buyer has not delivered the Due Diligence Approval Notice (as defined below) prior to the expiration of the Feasibility Period, the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”)Money is refundable. The Xxxxxxx Money shall be applied as a credit to the Purchase Price at Closing. However, if (i) Buyer elects to terminate this Agreement as permitted hereunder or by failing to timely deliver a Due Diligence Approval Notice to Seller, (ii) Seller or Buyer elects to terminate this Agreement as permitted under Section 5(i) below (and Buyer is not otherwise in default of this Agreement), or (iii) Seller elects to terminate this Agreement as permitted under Sections 5(j) or 5(k) below (and Buyer is not otherwise in default of this Agreement), the Xxxxxxx Money shall be paid to Buyer. In the event of a termination of this Agreement by either Seller or Buyer for any other reason, the Xxxxxxx Money shall be delivered to the party hereto entitled to same pursuant to the terms hereof on or before the fifth Business Day following receipt by the Title Company and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies the Title Company that it disputes the right of the other party to receive the Xxxxxxx Money prior to the end of the fourth Business Day following receipt of termination. In the event of such a dispute, the Title Company Sugarhouse PSA (Multifamily) may interplead the Xxxxxxx Money into a court of competent jurisdiction in the form of either (a) immediately available funds by wire transfer to an account at county in which the Escrow AgentXxxxxxx Money has been deposited. All attorneys’ fees and costs and the Title Company’s office as Escrow Agent costs and expenses incurred in connection with such interpleader shall designate to be assessed against the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as party that is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to not awarded the Xxxxxxx Money. To the extent , or if the Xxxxxxx Money is distributed in part to both parties, then in the form of immediately available funds by wire transfer, upon delivery inverse proportion of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAdistribution.

Xxxxxxx Money. Within two (2) Business Days after the date of this Agreement, the Buyer shall deposit with Purchaser and Seller acknowledge that Purchaser has previously delivered to Escrow Agent an aggregate initial xxxxxxx money deposit in the amount under this Agreement of One Million and No/100 Dollars ($1,000,000) (the Other PSAs equal to "Initial Deposit") and an additional xxxxxxx money deposit in the amount of Two Million Dollars ($150,000,000 2,000,000) (“Xxxxxxx Money”the "Due Diligence Deposit"). Purchaser and Seller hereby direct Escrow Agent to refund Five Hundred Thousand Dollars ($500,000) of the foregoing deposits to Purchaser immediately upon execution of the Fifth Amendment and Purchaser and Seller hereby acknowledge that the remaining Two Million Five Hundred Thousand Dollars ($2,500,000) and all interest accrued thereon are hereinafter referred to both individually and collectively as the context may require as the "Deposits". Escrow Agent shall hold the Deposits in one or more interest bearing accounts mutually acceptable to Seller and Purchaser. The Xxxxxxx Money Deposits are fully refundable during the Due Diligence Period. After the expiration of the Due Diligence Period without termination by Purchaser during such period, the Deposits shall be non-refundable except as specifically set forth in the form of either this Agreement. (a) immediately available funds by wire transfer to an account at In the Escrow Agent’s office as Escrow Agent event Closing occurs, the allocable portion of the Deposits shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited disbursed by Escrow Agent in an interest-bearing account with to Seller and applied against the Escrow Agent acceptable allocable portion of the Purchase Price payable at such Closing and Purchaser shall receive a credit therefor, provided, however, that notwithstanding anything contained herein to the Buyer and contrary, if at the Sellers and shall initial Closing hereunder, less than all of the Facilities are then being closed, the amount of the Deposits that will continue to be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to an amount not less than the party to whom product of (i) the Xxxxxxx Money is paid, except that if number of Deferred Facilities for which Closing has not yet occurred multiplied by (ii) $250,000.00 per Deferred Facility as of such time. (b) In the Closing occurs, event Purchaser terminates this Agreement on or before the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion expiration of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and Due Diligence Period, then the Escrow Agent shall return immediately refund the undrawn letter Deposits to Purchaser irrespective of credit any alternative instructions from Seller. (c) In the event that after the expiration of the Due Diligence Period, this Agreement is terminated by either Purchaser or Seller pursuant to an express right to terminate, the Buyer and Buyer Deposits shall deliver to the be disbursed by Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time express terms of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAthis Agreement.

Xxxxxxx Money. Within Purchaser shall deliver to the Title Company (as defined in SECTION 6.1 of this Agreement) (i) within two (2) Business Days business days after the date a fully-executed copy of this Agreement is delivered to the Title Company by Seller, by wire transfer in accordance with wire transfer instructions provided by the Title Company, the amount of EIGHTY-FOUR THOUSAND AND NO/100 DOLLARS ($84,000.00) (the "FIRST DEPOSIT"), and (ii) or on before the expiration of the Approval Period (as defined in SECTION 4.1.1 of this Agreement), the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”). The Xxxxxxx Money shall be in the form of either (a) immediately available funds by wire transfer in accordance with wire transfer instructions provided by Title Company, an additional EIGHTY-FOUR THOUSAND AND NO/100 DOLLARS ($84,000.00) (the "SECOND DEPOSIT") (the First Deposit and the Second Deposit, together with all interest accrued thereon, if any, is herein collectively called the "XXXXXXX MONEY") to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money be invested by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent Title Company in an interest-bearing account with as Purchaser and Seller shall direct. Seller shall have the Escrow Agent acceptable option of terminating this Agreement if the full amount of Xxxxxxx Money is not delivered to the Buyer Title Company as prescribed in this SECTION 3. 1. Purchaser agrees to promptly deliver or cause the Title Company to deliver written acknowledgment by the Title Company that the executed copy of this Agreement and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while have been received by and are being held by Escrow Agent the Title Company pursuant to the terms of this Agreement. If the sale of the Property is consummated under this Agreement, the Xxxxxxx Money shall be paid to Seller and applied to the party to whom payment of the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest Purchase Price at Closing. If Purchaser terminates this Agreement in accordance with Section 2.2(b). At any right to terminate granted to Purchaser by the Closing and each Other PSA Closingterms of this Agreement, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied returned to Purchaser, and the Escrow Agent no party hereto shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” have any further obligations under this Agreement and each Other PSA, shall be reserved except for application to such obligations which by their terms expressly survive the Cash Consideration Amount payable pursuant to termination of this Agreement or each applicable Other PSA (the "SURVIVING OBLIGATIONS"). Purchaser agrees to deliver to Seller copies of all Reports (as defined in SECTION 4.2 of this Agreement) at the time the notice to terminate this Agreement is given. The obligations to deliver the Reports shall survive the termination of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAthis Agreement.

Xxxxxxx Money. Within two X. XXXXX agrees to deposit $ Cashier’s Check Other as Xxxxxxx Money in the form of Cash Personal Check Money Order with (2the name of the xxxxxxx money holder) Business Days after as a guarantee that the date BUYER shall fulfill the terms and conditions of this Agreement, Contract. B. BUYER acknowledges that the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”). The Xxxxxxx Money shall be in the form of either (a) immediately available deposited within five business days after this Contract is signed by all parties. XXXXX agrees and acknowledges that these funds by wire transfer to may be deposited into an interest−bearing account at and that the Escrow Agent’s office as Escrow Agent shall designate or Listing Broker has the right to retain all interest earned on the Buyer or (b) in the form of a letter of credit reasonably acceptable funds. XXXXX agrees and acknowledges that BUYER is not entitled to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to any interest on the Xxxxxxx Money. C. In the event that the BUYER fails for any reason to fulfill any of the BUYER’S obligations under this Contract, SELLER may at the SELLER’S option cancel this Contract and, upon the cancellation of this Contract by the SELLER, the Xxxxxxx Money shall become the sole property of the SELLER. To In the extent event that the Xxxxxxx Money is forfeited by the BUYER as stated in this subsection, all expenses of the sale incurred by the BUYER, SELLER and any real estate licensees involved in the form transaction as of immediately available funds by wire transferthe date of cancellation or default, upon delivery of such Xxxxxxx Money by the Buyer including but not limited to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer appraisals, credit reports, inspections, repairs, surveys and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent title insurance, shall be paid for prior to any remaining funds from the forfeited Xxxxxxx Money being released to the party SELLER. D. If either the BUYER or SELLER cancels this Contract as provided under one of the paragraphs concerning financing, inspections, liens or title evidence contained in this Contract, BUYER’S Xxxxxxx Money shall be returned to whom the BUYER. In the event that the Xxxxxxx Money is paidreturned to the BUYER under this subsection, except all expenses of this transaction incurred by the BUYER, SELLER and any real estate licensees involved in this transaction as of the date of cancellation, including but not limited to appraisals, credit reports, inspections, repairs, surveys and title insurance, shall be deducted from the Xxxxxxx Money and paid prior to the release of the remaining funds to the BUYER. E. In the event that if the Closing occursSELLER is unable to provide merchantable title to the Property or otherwise defaults on the SELLER’S obligations under this Contract, the Buyer Xxxxxxx Money shall receive a credit for such interest be returned in accordance with Section 2.2(b). At full to the Closing BUYER. F. In the event that the Xxxxxxx Money is either forfeited to the SELLER or returned to the BUYER, BUYER and each Other PSA Closing, a pro rata portion SELLER shall both have the option of seeking specific performance of this Contract or any other applicable legal or equitable relief. G. Notwithstanding any other terms or conditions of this Contract regarding the distribution of the Xxxxxxx Money deposit, the BUYER and any interest earned thereon shall be applied to SELLER understand that applicable Kansas law prohibits the Cash Consideration Amount to be paid at Listing Broker or the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case Escrow Agent from distributing the Xxxxxxx Money shall not be so applied deposit without the consent of all parties to this Contract. Pursuant to K.S.A. 58−3061(g), the Listing Broker can only disburse Xxxxxxx Money under the following conditions: (1) pursuant to a written authorization of both the BUYER and SELLER; (2) pursuant to a court order; or (3) upon the Escrow Agent shall return closing of the undrawn letter of credit transaction according to the Buyer agreement of the parties. X. XXXXX and Buyer SELLER agree that the failure to either (1) respond in writing to a certified letter from the Listing Broker within seven (7) calendar days of receiving the letter or (2) make written demand for return or forfeiture of any Xxxxxxx Money deposit within thirty (30) calendar days of notice of cancellation of this Contract shall deliver constitute consent to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion distribution of the Xxxxxxx Money released at deposit as suggested in any such certified letter or as demanded by the Closing (“Replacement Letter other party to this Contract. If a dispute arises over the disposition of Credit”) promptly upon funds or documents deposited with the Closing); providedListing Broker or Escrow Agent, howeverBUYER and SELLER agree that any attorneys’ fees, that court costs or any other legal expenses incurred by the Listing Broker or Escrow Agent in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, connection with such dispute shall be reserved for application to reimbursed from the Cash Consideration Amount payable pursuant to this Agreement Xxxxxxx Money or each applicable Other PSA at other funds deposited with the time of the final Serial Closing under the Master PSA (Listing Broker or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAEscrow Agent.

Xxxxxxx Money. (a) Within two twenty (220) Business Days business days after the later to occur of (i) the Effective Date, or (ii) the date of this Agreementon which Purchaser receives Seller's completed W-9 and completed New Seller Application Form, the Buyer Purchaser shall deposit the Initial Xxxxxxx Money in escrow with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 First American Title Insurance Company located at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxx, XX 00000 (“Xxxxxxx Money”"Title Company"). A form W- 9 is attached hereto as Exhibit "C" and by this reference made a part hereof. The New Seller Application Form is attached hereto as Exhibit "D" and by this reference made a part hereof. (b) The Xxxxxxx Money shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) paid in the form of a letter of credit reasonably acceptable to Sellers and issued certified or cashier's check or by such issuing wire transferred funds confirmed received in the Title Company's bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Moneyor savings institution. To the extent Title Company shall hold the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an a federally insured interest-bearing account with the Escrow Agent at a bank or other financial institution reasonably acceptable to Seller and Purchaser. All interest which accrues on the Buyer Xxxxxxx Money shall become and be part of the Sellers and Xxxxxxx Money for purposes of this Agreement. At Closing, the Xxxxxxx Money shall be held applied for Purchaser's benefit against the Purchase Price at Closing. If this Agreement is terminated prior to Closing pursuant to the terms of this Agreement, then the Xxxxxxx Money shall be returned to Purchaser or paid to Seller as provided in escrow this Agreement. (c) Title Company shall make disbursements of the Xxxxxxx Money in accordance with this Agreement. Upon Title Company's receipt of a written notice from either Purchaser or Seller claiming that they are entitled to the Xxxxxxx Money pursuant to the provisions of this Agreement, Title Company shall promptly forward a copy thereof to the other party and unless such party, within ten (10) business days after the receipt thereof, notifies Title Company of any objection to such requested disbursement of the Xxxxxxx Money, Title Company shall disburse the Xxxxxxx Money in accordance with the provisions of Section 14.5this Agreement based upon the demand of the party demanding the same, and thereupon the Title Company shall be released and discharged from any further duty or obligation hereunder. All interest earned on Notwithstanding the foregoing, upon written notice from Purchaser that Purchaser has terminated the Agreement prior to the end of the Inspection Period, then Title Company shall promptly disburse the Xxxxxxx Money while held by Escrow Agent to Purchaser (and the foregoing provision shall be paid not apply). (d) In the event that a dispute arises with respect to the distribution of any funds held, Title Company may apply to a court of competent jurisdiction for an order determining the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is shall be paid. All costs of such proceedings (together with all reasonable attorneys' fees) incurred by Title Company and the successful party in connection therewith shall be paid by the form of a letter of credit in which case unsuccessful party. In performing its duties as escrow agent holding the Xxxxxxx Money Money, the Title Company shall not be so applied and liable for any act or failure to act under the Escrow Agent shall return provisions of this Agreement except where its acts are the undrawn letter result of credit to gross negligence or willful wrongdoing. In the Buyer and Buyer shall deliver to the Escrow Agent event of a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount dispute between any of the last letter parties, Title Company shall be entitled to tender into the registry or custody of credit so delivered less the applicable pro rata portion any court of the competent jurisdiction, all Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” held under this Agreement Agreement, together with such legal pleadings as it deems appropriate, and each Other PSA, shall thereupon be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in discharged from all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAfurther duties hereunder.

Xxxxxxx Money. Within two (2) Business Days after A. Purchaser has paid to Escrow Agent the date sum of this Agreement$100,000.00, the Buyer shall deposit with receipt of which is hereby acknowledged by Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“Agent, as "Xxxxxxx Money”). The " which Xxxxxxx Money shall be in applied as part payment of the form cash portion of either (a) immediately available funds by wire transfer to an account the purchase price of the Property at the Escrow Agent’s office as Escrow Agent shall designate to time the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as sale is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Moneyconsummated. To the extent If Purchaser's check for the Xxxxxxx Money is in returned by Purchaser's bank for any reason, Seller shall have the form of immediately available funds option to declare this Agreement null and void by wire transfer, upon delivery of such written notice to Purchaser. Purchaser and Seller understand and agree that Escrow Agent shall deposit Xxxxxxx Money in Escrow Agent's escrow trust account within five (5) banking days following the execution of this Agreement by the Buyer all parties. The parties to this Agreement agree that Escrow Agent may deposit the Xxxxxxx Money will be deposited by Escrow Agent xxxxxxx money in an interest-bearing escrow trust account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Xxxxxxx Money and any all interest earned thereon shall be applied added to and become part of the Cash Consideration Amount to be paid at the Closing pursuant Xxxxxxx Money. The parties to this Agreement understand and each Other PSA (unless such agree that the disbursement of Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and held by the Escrow Agent shall return can occur only (A) at closing; (B) upon written agreement signed by all parties having an interest in the undrawn letter funds; (C) upon court order; (D) upon the failure of credit any contingency or failure of either party to fulfill its obligations as set forth in this Agreement; or (E) as otherwise set out herein. In the Buyer event of a dispute between Purchaser and Buyer shall deliver to Seller, sufficient in the discretion of Escrow Agent a replacement letter to justify its doing so, Escrow Agent shall be entitled to interplead all of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion any disputed part of the Xxxxxxx Money released at into court, and thereupon be discharged from all further duties and liabilities hereunder. Purchaser and Seller agree that Escrow Agent shall be entitled to be compensated by the Closing (“Replacement Letter of Credit”) promptly upon party who does not prevail in the Closing); providedinterpleader action for its costs and expenses, howeverincluding reasonable attorney's fees, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of filing said interpleader action. B. Purchaser has also paid to Escrow Agent the sum of (A) $50,000.00, the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSAreceipt of which is hereby acknowledged by Escrow Agent, as "Option Money" which Option Money shall be reserved for application to applied as part payment of the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA cash portion of the purchase price of the Property at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term sale is defined in the Master PSA) consummated. If Purchaser's check for the Baylor College Station MOB Option Money is returned by Purchaser's bank for any reason, Seller shall be reserved for application have the option to the “Cash Consideration Amount” payable pursuant declare this Agreement null and void by written notice to the Master PSA at the time Purchaser. The Option Money held by Escrow Agent is not refundable to Purchaser except as provided in paragraph 15 of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAthis Agreement.

Xxxxxxx Money. Within two (2) Business Days Xxxxx agrees to deliver the Xxxxxxx Money within 2 days after the date mutual acceptance of this AgreementAgreement 5 to Selling Licensee who will deposit any check to be held by Selling Broker, the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”). The or deliver any Xxxxxxx Money shall to be in the form held 6 by Closing Agent, within 3 days of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer receipt or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Moneymutual acceptance, whichever occurs later. To the extent If the Xxxxxxx Money is held 7 by Selling Broker and is over $10,000.00 it shall be deposited into an interest bearing trust account in Selling Broker's 8 name provided that Buyer completes an IRS Form W-9. Interest, if any, after deduction of bank charges and fees, will 9 be paid to Buyer. Xxxxx agrees to reimburse Selling Broker for bank charges and fees in excess of the form of immediately available funds by wire transferinterest 10 earned, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent if any. If the Xxxxxxx Money will be deposited held by Escrow Agent in an interest-bearing account with Selling Broker is over $10,000.00 Buyer has the Escrow Agent acceptable option to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on require Selling 11 Broker to deposit the Xxxxxxx Money while held by Escrow Agent shall be into the Housing Trust Fund Account, with the interest paid to the party to whom State 12 Treasurer, if both Xxxxxx and Xxxxx so agree in writing. If the Buyer does not complete an IRS Form W-9 before 13 Selling Broker must deposit the Xxxxxxx Money or the Xxxxxxx Money is paid, except that if the Closing occurs$10,000.00 or less, the Xxxxxxx Money shall 14 be deposited into the Housing Trust Fund Account. Selling Broker may transfer the Xxxxxxx Money to Closing Agent at 15 Closing. If all or part of the Xxxxxxx Money is to be refunded to Buyer shall receive a credit for and any such interest in accordance with Section 2.2(b)costs remain unpaid, the Selling 16 Broker or Closing Agent may deduct and pay them therefrom. At the The parties instruct Closing and each Other PSA Closing, a pro rata portion Agent to: (1) provide written 17 verification of receipt of the Xxxxxxx Money and notice of dishonor of any interest earned thereon shall be applied check to the Cash Consideration Amount to be paid parties and licensees at the Closing pursuant to this Agreement 18 addresses and/or fax numbers provided herein; and each Other PSA (unless such Xxxxxxx Money is 2) commence an interpleader action in the form Superior Court for the 19 county in which the Property is located within 30 days of a letter of credit in which case party's demand for the Xxxxxxx Money shall not be so applied (and the Escrow Agent shall return the undrawn letter of credit deduct up to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount 20 $250.00 of the last letter of credit so delivered less costs thereof) unless the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that parties agree otherwise in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSA.writing. 21

Xxxxxxx Money. Within two (2Balance Due at Closing .................................................................. $ Property Number(s) Business Days after Purchaser has paid to Auctioneer the date sum of this Agreement$ , as xxxxxxx money, which xxxxxxx money is to be promptly deposited into the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement Auctioneer’s escrow account and is to be applied as part payment of the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”). The Xxxxxxx Money shall be in the form of either (a) immediately available funds by wire transfer to an account purchase price at the Escrow Agent’s office time of closing or as Escrow Agent shall designate to otherwise provided herein. All parties hereto agree that Auctioneer may deposit the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent xxxxxxx money in an interest-bearing escrow account with the Escrow Agent acceptable and all parties hereto understand and agree that disbursement of xxxxxxx money can occur only as follows: (a) at closing; (b) upon written agreement signed by all parties to the Buyer and the Sellers and shall be held in escrow this contract; (c) upon court order; or (d) upon failure of Seller to perform Seller’s obligation to close in accordance with this contract, the provisions xxxxxxx money shall be returned to Purchaser and this shall be Purchaser’s sole and exclusive remedy in the event of Section 14.5. All interest earned on a default by Seller, Purchaser hereby waiving all other rights and remedies available at law or in equity; or (e) upon failure of Purchaser to fulfill Purchaser’s obligations to close in accordance with this contract, the Xxxxxxx Money while held by Escrow Agent xxxxxxx money shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occursSeller as liquidated damages and not a penalty, the Buyer parties hereto agreeing that the damages caused by a breach of the contract are difficult or impossible to estimate accurately, the parties hereto intend to provide for liquidated damages rather than a penalty and the xxxxxxx money is a reasonable estimate of the probable loss upon a breach. If any dispute arises between Purchaser and Seller as to the final disposition of all or part of the xxxxxxx money, Auctioneer may, in its sole discretion, notify Purchaser and Seller in writing that Auctioneer is unable to resolve such dispute and may interplead all or any disputed part of the xxxxxxx money into court, whereupon Auctioneer shall be discharged from any further liability with respect to the xxxxxxx money deposit and shall be entitled to recover its fees and expenses, including attorneys’ fees in connection with said interpleader from the xxxxxxx money; or, upon fifteen (15) days written notice to the parties, Auctioneer may make a disbursal of the xxxxxxx money upon a reasonable interpretation of this contract. In either event, the parties hereto release and discharge Auctioneer from any claims against Auctioneer related to the xxxxxxx money and shall not seek damages from Auctioneer by reason thereof or by reason of any other matter arising out of this contract or the transaction contemplated hereunder. Seller warrants that they presently have title to said Property, and at the time the sale is consummated agrees to convey good and marketable title in and to said Property to Purchaser by Special Warranty Deed, subject only to (1) zoning ordinances affecting said Property, (2) all matters of record affecting said Property, (3) subdivision restrictions of record, and (4) all matters that would be shown on a current and accurate survey of said property, and (5) leases, other easements, other restrictions and encumbrances affecting the Property. Purchaser shall have reasonable time after date hereof in which to examine title and to furnish Seller with a written statement of objections affecting the marketability of said title. Seller shall have reasonable time after receipt of such objections to satisfy all valid objections and, if Seller fails to satisfy such valid objections within a reasonable time, then at the option of Purchaser, evidenced by written notice to Seller, this contract shall be null and void, and Purchaser’s xxxxxxx money shall be returned. If Purchaser does not terminate this contract, then Purchaser shall be deemed to have waived any such objections that Seller fails to satisfy and the sale be consummated without any adjustment to price. Seller and Purchaser agree that such documents as may be legally necessary to carry out the terms of this contract shall be executed and delivered by such parties at the time the sale is consummated. Seller warrants that when the sale is consummated the improvements on the Property will be in the same condition as on the date hereof, normal wear and tear accepted. However, should the premises be destroyed or substantially damaged before the contract is consummated, then at the election of the Purchaser: (a) the contract may be cancelled, or (b) Purchaser may consummate the contract and receive a credit for such interest insurance proceeds due Seller less any deductible amounts owed by Seller on the claim of loss. This election is to be exercised within ten (10) days after the amount of Seller’s damage is determined. Commission is to be paid to Auctioneer pursuant to and in accordance with Section 2.2(b). At the Closing that certain agreement between Auctioneer and each Other PSA ClosingSeller regarding authorization and compensation, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of creditBroker, in the same form and issued by the same issuing bankif any, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at auction sales brochure relative to the time of the sale of such “subject Property” and the “Asset-Related Property” related thereto (as such terms , which documents are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAincorporated herein by reference.

Xxxxxxx Money. Within two three (23) Business Days business days after the date execution of this AgreementAgreement by Seller and Purchaser, Purchaser agrees to deposit with Heritage Title Company of Austin, Inc., 1500 Frost Bank Tower, 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxx Xxxxxx, Texas (the “Title Company”), the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement sum of Seven Million and 00/100 Dollars ($7,000,000) (the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”)) to be held by the Title Company in accordance with the terms and provisions of this Agreement. The Xxxxxxx Money shall be held and disbursed as provided in this Agreement. In the form event the sale of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office Property as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as contemplated hereunder is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent consummated, the Xxxxxxx Money plus interest accrued thereon shall be applied toward the payment at Closing of the Purchase Price. If the purchase and sale of the Property is in the form not completed and this Agreement terminates for any reason other than a default by Purchaser of immediately available funds by wire transferthis Agreement, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent then the Xxxxxxx Money will and all interest thereon less the Independent Contract Consideration shall be deposited by Escrow Agent returned to Purchaser on demand upon such termination of this Agreement. The Title Company is hereby instructed to hold the Xxxxxxx Money in an interest-one or more interest bearing account with accounts in the Escrow Agent acceptable to name of the Buyer Title Company as escrow agent under this Agreement. All interest accruing on the said deposit of Xxxxxxx Money shall become a part of, and in addition to, the Sellers Xxxxxxx Money stated above and shall be held and disbursed by the Title Company as provided in this Agreement. Purchaser agrees to execute such escrow in accordance deposit forms as the Title Company shall require incident to the deposit of the Xxxxxxx Money with the provisions Title Company. In the event Purchaser fails to deposit said Xxxxxxx Money with the Title Company and said escrow deposit forms, within the time and as herein provided, this Agreement shall automatically terminate and neither party shall have any further obligations hereunder. Time is of Section 14.5the essence with respect to this obligation of Purchaser. All Unless and until the interest earned on the Xxxxxxx Money while held by Escrow Agent is disbursed to Seller, the interest earned shall be paid to deemed the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion income of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAPurchaser.

Xxxxxxx Money. (a) Within two ten (210) Business Days days after the date Effective Date, Purchaser shall deposit in escrow with Xxxx X. Xxxx, P.C. (hereinafter the “Escrow Agent”) the sum of TEN THOUSAND AND 00/100 DOLLARS ($10,000.00) as the initial xxxxxxx money deposit. The initial xxxxxxx money deposit and any additional xxxxxxx money paid to the Escrow Agent by the Purchaser pursuant to this Agreement are herein called the “Xxxxxxx Money.” (b) If Closing should occur hereunder, Escrow Agent shall pay the Xxxxxxx Money to the Closing Agent and the Xxxxxxx Money shall be applied and credited in reduction of the Purchase Price. (c) If Closing does not occur hereunder because: (i) Purchaser exercises any unexpired right or option under this Agreement to rescind, cancel or terminate this Agreement within the time provided herein, (ii) Seller fails or is unable to deliver Seller’s deed and other Deliveries to the Purchaser conveying the quality of title to the Property required by this Agreement, the Buyer shall deposit with Escrow Agent an aggregate amount or (iii) Seller defaults under this Agreement and fails to cure such default within the Other PSAs equal period allowed for cure, the Purchaser shall have the option to notify Escrow Agent, after the passage of any required notice period, to immediately refund the Xxxxxxx Money to Purchaser, less the sum of TWO HUNDRED TWENTY-FIVE AND 00/100 DOLLARS ($150,000,000 225.00), which shall be paid to Seller in consideration for this Agreement, whereupon this Agreement shall terminate and the parties to this Agreement shall have no further rights, duties or obligations to the other, except as otherwise specifically provided by this Agreement. (“Xxxxxxx Money”). The d) Otherwise, the Xxxxxxx Money shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers deemed non-refundable and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom Seller upon the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b)termination of this Agreement. At the Closing and each Other PSA Closing, a pro rata portion Until one of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case preceding conditions should exist, the Xxxxxxx Money shall not be so applied held and the disbursed by Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) strictly in accordance with the terms and provisions of Section 14.33 6 of the Master PSAthis Agreement.

Xxxxxxx Money. Within two (2a) Business Days after For the date purpose of securing the performance of Purchaser under the terms and provisions of this Agreement, Purchaser has delivered the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and Xxxxxxx Money (below defined) to the Other PSAs equal to $150,000,000 Title Company (“Xxxxxxx Money”below defined). The term "Xxxxxxx Money shall be in the form of either (a) immediately available funds by wire transfer to Money" means an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a irrevocable, unconditional letter of credit reasonably acceptable to Sellers and in favor of Seller issued by such issuing bank Bank One, Texas, N.A., in the amount of $107,000.00, which, by its terms, will be paid to Seller on presentment accompanied by a certification by Seller that Purchaser has defaulted under this Agreement, together with any other sums or letters of credit which may from time to time be deposited as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the "Xxxxxxx Money. To " or "Additional Xxxxxxx Money" under the extent the Xxxxxxx Money is in the form terms of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5this Agreement or any addendum or amendment hereto. All interest earned accruing on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata any cash portion of the Xxxxxxx Money shall become a part of and be added to the Xxxxxxx Money so that it shall be subject to disbursement or application in the same manner as is the principal of the Xxxxxxx Money. The Title Company shall deposit any cash portion of the Xxxxxxx Money in an interest earned bearing account at a bank or savings institution reasonably acceptable to Seller and Purchaser, and all interest accrued thereon shall be reported under Purchaser's federal tax identification number. If the sale of the Hotel is not consummated in accordance with the terms hereof, the Xxxxxxx Money, less the sum of $100.00 therefrom which shall be paid to Seller as independent consideration for entering into this Agreement, shall be returned to Purchaser or delivered to Seller as liquidated damages as herein provided. If the sale of the Hotel is consummated in accordance with the terms hereof, the Xxxxxxx Money, less such $100.00 independent consideration, shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAPurchase Price.

Xxxxxxx Money. (a) Within two one (21) Business Days after Day following the date execution and delivery of this Agreement by Seller and Purchaser, Purchaser shall deliver the Initial Xxxxxxx Money to Escrow Agent by federal wire transfer, which Initial Xxxxxxx Money shall be held and released by Escrow Agent in accordance with the terms of the Escrow Agreement. The parties hereto mutually acknowledge and agree that time is of the essence in respect of Purchaser’s timely deposit of the Initial Xxxxxxx Money with Escrow Agent. If Purchaser fails to timely deposit the Initial Xxxxxxx Money with Escrow Agent, then, at the option of Seller, exercisable by written notice to Purchaser and Escrow Agent, this Agreement shall terminate, and no party hereto shall have any further rights or obligations hereunder, except those provisions of this Agreement which by their express terms survive the termination of this Agreement. (b) Within one (1) Business day after the last day of the Inspection Period, the Buyer Purchaser shall deposit the Additional Xxxxxxx Money with Escrow Agent. The parties hereto mutually acknowledge and agree that time is of the essence in respect of Purchaser’s timely deposit of the Additional Xxxxxxx Money with Escrow Agent an aggregate amount under prior to the expiration of the Inspection Period; and that if Purchaser fails to deposit the Additional Xxxxxxx Money with Escrow Agent within one (1) Business day after the last day of the Inspection Period, at the option of Seller, exercisable by written notice to Purchaser and Escrow Agent, this Agreement shall terminate, and Escrow Agent shall return the Other PSAs equal Initial Xxxxxxx Money to $150,000,000 Purchaser, and neither party hereto shall have any further rights or obligations hereunder, except those provisions of this Agreement which by their express terms survive the termination of this Agreement. (“Xxxxxxx Money”). c) The Xxxxxxx Money shall be in applied to the form of either (a) immediately available funds by wire transfer to an account Purchase Price at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers Closing and shall otherwise be held in escrow held, refunded, or disbursed in accordance with the provisions terms of Section 14.5the Escrow Agreement and this Agreement. All interest Interest and other income from time to time earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to earned for the party to whom account of Purchaser, and shall be a part of the Xxxxxxx Money; and the Xxxxxxx Money is paid, except that if hereunder shall be comprised of the Closing occurs, Initial Xxxxxxx Money (to the Buyer shall receive a credit for extent actually deposited by Purchaser with Escrow Agent as provided herein) and all such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAother income.

Xxxxxxx Money. Within two (a) On April 2, 2004, Purchaser will deposit with the Escrow Holder in immediately available federal funds by wire transfer One Hundred Million Dollars ($100,000,000) Business Days after (together with any interest and other investment income earned thereon, the date "DEPOSIT"), which will be held in escrow by the Escrow Holder pursuant to the terms of this Agreement, as may be supplemented by: (i) the Buyer shall terms and provisions of any separate escrow agreement (which does not conflict with the terms of this Agreement) that may be entered into prior to Closing by and among the Escrow Holder, Seller and Purchaser, and/or (ii) any additional escrow instructions from Purchaser or Seller which do not conflict with the terms of this Agreement (the "ESCROW AGREEMENT"). (b) In order to assure compliance with the requirements of Section 6045 of the Internal Revenue Code of 1986, as amended (for purposes of this Section 2.3, the "CODE"), and any related reporting requirements of the Code, the parties hereto agree as follows: (i) Provided the Escrow Holder executes a statement in writing (in form and substance reasonably acceptable to the parties hereunder) pursuant to which it agrees to assume all responsibilities for information reporting required under Section 6045(e) of the Code, Seller and Purchaser will designate the Escrow Holder as the Person to be responsible for all information reporting under Section 6045(e) of the Code (the "REPORTING PERSON"). If the Escrow Holder refuses to execute a statement pursuant to which it agrees to be the Reporting Person, Seller and Purchaser agree to appoint another third party, acceptable to Seller and Purchaser in their reasonable discretion, as the Reporting Person. (ii) Each of Seller and Purchaser will: (A) provide to the Reporting Person all information and certifications regarding the applicable party, as reasonably requested by the Reporting Person or otherwise required to be provided by a party to the transaction described herein under Section 6045 of the Code; and (B) provide to the Reporting Person the applicable party's taxpayer identification number and a statement (on Internal Revenue Service Form W-9 or an acceptable substitute form, or on any other form the applicable current or future Code sections and regulations might require and/or any form requested by the Reporting Person), signed under penalties of perjury, stating that the taxpayer identification number supplied by the applicable party to the Reporting Person is correct. (iii) Each party will retain this Agreement for not less than four (4) years from the end of the calendar year in which Closing occurred, and to produce it to the Internal Revenue Service upon a valid request for this Agreement. (iv) The addresses for Seller and Purchaser are as set forth in Section 12.1, and the real estate subject to the Transfer provided for in this Agreement is described in EXHIBIT C-1. (c) In the event that a Transfer relating to one or more Properties (including the Master LLC Properties) does not occur at the initial Closing and is delayed in accordance with the terms of this Agreement, then Purchaser will, on or before the initial Closing, deposit with the Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”). The Xxxxxxx Money shall be Holder in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA greater of: (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”i) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” Purchase Price allocable to the Properties (as such term is defined in including the Master PSALLC Properties) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto which are not Transferred (as such terms are defined in the Master PSAother than Dropped Properties) in accordance with Section 14.33 SCHEDULE 7.6, and (ii) Ten Million Dollars ($10,000,000), which amount, together with any interest and other income earned thereon, shall thereafter constitute the "Deposit" with respect to the Properties which are not Transferred at the initial Closing. Upon each subsequent Closing, a proportionate share (based upon the ratio of values as set forth on SCHEDULE 7.6 (unless the parties otherwise agree in writing) of the Master PSADeposit shall be applied to the Purchase Price in accordance with the terms of the Escrow Agreement.

Xxxxxxx Money. Within two (2) Business Days after Upon the date deposit of this AgreementAgreement with the Escrow Agent, the Buyer shall deposit with Escrow Agent an aggregate initial xxxxxxx money deposit in the amount under this Agreement of $50,000.00 (the "Initial Xxxxxxx Money"), which shall be in cash or check payable to Escrow Agent. Upon the expiration of the Contingency Period, Buyer shall deposit with Escrow Agent an additional xxxxxxx money deposit in the amount of $100,000.00 (the "Additional Xxxxxxx Money"). The Initial Xxxxxxx Money and the Other PSAs equal Additional Xxxxxxx Money are collectively referred to $150,000,000 (herein as the “Xxxxxxx Money”). The ,” and the Xxxxxxx Money shall be in non-refundable to Buyer upon the form expiration of either the Contingency Period (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent provided that Buyer shall designate not have terminated this Agreement prior to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion expiration of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the ClosingContingency Period); provided, however, that in all events at least even after the greater of (x) $25,000,000 and (y) ten percent (10%) expiration of the aggregate Allocated Asset Value Contingency Period, Buyer shall be entitled to a refund of the sum Xxxxxxx Money (in addition to any other rights granted to Buyer expressly herein) in the event of a Seller default that continues unremedied beyond any applicable notice and cure or grace period or the failure of any condition precedent to closing expressly set forth herein that by its terms provides Buyer with the right to a return of the Xxxxxxx Money and/or a right to terminate this Agreement. Escrow Agent is instructed to place the Xxxxxxx Money in a federally insured money market or similar account subject to immediate withdrawal at a local bank or savings and loan institution. The Xxxxxxx Money shall be deemed to include all interest earned thereon. The Xxxxxxx Money shall be credited in favor of Buyer towards the Purchase Price upon the Closing. If the Xxxxxxx Money is forfeited to Seller as provided by this Agreement, Seller shall retain such funds, regardless of whether Buyer closes this escrow, as consideration for, among other things, taking the Property off the market while the Property is under contract. After the expiration of the Contingency Period (A) provided that Buyer shall not have terminated this Agreement prior to the remaining “Deferred Assets” under expiration of the Master PSA Contingency Period), Buyer shall be entitled to the return of the Deposit if and (B) the “Transferred Assets” only if Seller fails to timely cure a default under this Agreement and each Other PSA, shall be reserved for application or there is a failure of any condition precedent to closing expressly set forth herein that by its terms provides Buyer with the Cash Consideration Amount payable pursuant right to this Agreement or each applicable Other PSA at the time a return of the final Serial Closing under the Master PSA (or the Closing or Xxxxxxx Money and/or a right to terminate this Agreement, and further provided in any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, event that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application Buyer elects to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAcancel this Agreement.

Xxxxxxx Money. Within two (2a) Business Days after the date Contemporaneously with its execution of this Agreement, Buyer has paid to the Buyer shall deposit with Escrow Agent an aggregate amount under $11,604,918 (together with the interest or other earnings thereon, the “Xxxxxxx Money”) pursuant to this Agreement and the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”)Escrow Agreement. The Xxxxxxx Money shall be in In the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if event the Closing occurs, the Buyer Xxxxxxx Money shall receive a credit for such interest be credited against the Purchase Price as provided in Section 11.5(a) and shall remain in escrow as the Indemnity Escrow Amount. If the Closing does not occur, the Parties shall instruct the Escrow Agent to pay the Xxxxxxx Money to Seller or Buyer, as applicable, in accordance with this Section 2.2(b)3.3. (b) In the event an Xxxxxxx Money Retention Event occurs, the Parties shall instruct the Escrow Agent to pay the Xxxxxxx Money to Seller, which shall serve as liquidated damages in lieu of all other damages (and as Seller’s sole remedy in such event) unless Seller (in its sole discretion) pursues specific performance pursuant to Section 15.10. At The Parties hereby acknowledge that the Closing extent of damages to Seller occasioned by such Xxxxxxx Money Retention Event would be impossible or extremely impractical to ascertain and each Other PSA Closing, a pro rata portion that the amount of the Xxxxxxx Money is a fair and any interest earned thereon shall be applied to reasonable estimate of such damages under the Cash Consideration Amount to be paid at circumstances. (c) In the event the Closing pursuant to this Agreement does not occur and each Other PSA (unless such the Xxxxxxx Money is in not paid to Seller pursuant to the form foregoing provisions of a letter of credit in which case this Section 3.3, the Parties shall instruct the Escrow Agent to pay the Xxxxxxx Money to Buyer. (d) For federal income tax purposes, any interest or other earnings on the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter treated as income of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSABuyer.

Xxxxxxx Money. Within two (2) Business Days after the date of this Agreement, the Buyer shall must deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”). The Xxxxxxx Money shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value Purchase Price (the “Initial Xxxxxxx Money”) with First American Title Insurance Company (“Title Company”) via wire transfer within two (2) business days after the Agreement Date. Seller’s obligations under this Agreement are contingent on Buyer depositing the Initial Xxxxxxx Money with Title Company within two (2) business days after the Agreement Date, and if Buyer does not do so, Seller may, at Seller’s option, terminate this Agreement by written notice to Buyer at any time prior to Buyer’s wire transfer of the Initial Xxxxxxx Money to Title Company. Contemporaneously with the Parties’ execution of this Agreement, the Parties must also execute an escrow agreement in the form attached as Exhibit B (the “Escrow Agreement”). Prior to or contemporaneously with Xxxxx’s wire transfer of the Initial Xxxxxxx Money to Title Company, Xxxxx must deliver a fully executed copy of this Agreement and a copy of the signed Escrow Agreement to Title Company and request that Title Company execute the Escrow Agreement and deliver copies of the fully executed Escrow Agreement to the Parties. The term “Xxxxxxx Money” means the sum of (A) the remaining “Deferred Assets” under the Master PSA Initial Xxxxxxx Money; and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset ValueFirst Extension Payment” (as such term is defined in Section 11.c), if made. If Buyer directs Title Company to hold the Master PSA) for Xxxxxxx Money in an interest bearing account as permitted under the Baylor College Station MOB shall be reserved for application terms of the Escrow Agreement, all interest the Xxxxxxx Money earns inures to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time benefit of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) Buyer unless Seller terminates this Agreement in accordance with Section 14.33 of 9 or Section 15.a, in which case Seller is entitled to receive and retain both the Master PSAXxxxxxx Money and any interest earned thereon.

Xxxxxxx Money. Within two (2a) Business Days after Buyer has paid on behalf of the Company to Xxxxxxxx the sum of $566,667 (the "Xxxxxxxx Xxxxxxx Money") which has been used to pay the Initial Payment payable to Xxxxxxxx under the Xxxxxxxx Agreement. (b) Buyer has delivered to Miller, Nash, Wiener, Hager & Xxxxxxx (the "Escrow Agent"), to be held under and disbursed in accordance with an Xxxxxxx Money Escrow Agreement (the "Xxxxxxx Money Escrow Agreement") of even date herewith between the Company, Buyer and the Escrow Agent, Five Hundred Thousand Dollars ($500,000) (together with interest accrued thereon through the Closing or termination of this Agreement, the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“"Company Xxxxxxx Money”"). The Xxxxxxx Money shall be in If the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Company Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable distributed to the Buyer and the Sellers and shall be held in escrow Company in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent Agreement, it shall be paid invested in an interest bearing account at a financial institution acceptable to Buyer and held, applied and/or distributed as provided in subsection (c) of this Section. (c) In the party to whom event the Xxxxxxx Money is paidtransactions contemplated by this Agreement shall close, except that if the Closing occurs, the Buyer shall receive a credit for such interest against the purchase price of stock in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion Company to be purchased by Buyer in the full amount of the Xxxxxxxx Xxxxxxx Money and the Company Xxxxxxx Money. If the transactions contemplated by this Agreement fail to close for any interest earned thereon reason other than a breach of or material misrepresentation in this Agreement by the Company or Xxxx, the Company shall be applied entitled to retain the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Company Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money and shall not be so applied and the Escrow Agent shall obligated to return the undrawn letter Xxxxxxxx Xxxxxxx Money, all of credit which shall constitute liquidated damages and not a penalty. If the transactions contemplated by this Agreement fail to the Buyer and Buyer shall deliver to the Escrow Agent close as a replacement letter result of credit, a breach of or material misrepresentation in the same form and issued this Agreement by the same issuing bankCompany or Xxxx, having a face amount equal the Company shall promptly repay to Buyer the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxxx Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSACompany Xxxxxxx Money.

Xxxxxxx Money. Within two (2a) Business Days after the date Contemporaneously with its execution of this Agreement, Buyer has paid to the Buyer shall deposit with Escrow Agent an aggregate amount under $5,664,417 (together with the interest or other earnings thereon, the “Xxxxxxx Money”) pursuant to this Agreement and the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”)Escrow Agreement. The Xxxxxxx Money shall be in In the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if event the Closing occurs, the Buyer Xxxxxxx Money shall receive a credit for such interest be credited against the Purchase Price as provided in Section 11.5(a) and shall remain in escrow as the Indemnity Escrow Amount. If the Closing does not occur, the Parties shall instruct the Escrow Agent to pay the Xxxxxxx Money to Seller or Buyer, as applicable, in accordance with this Section 2.2(b)3.3. (b) In the event an Xxxxxxx Money Retention Event occurs, the Parties shall instruct the Escrow Agent to pay the Xxxxxxx Money to Seller, which shall serve as liquidated damages in lieu of all other damages (and as Seller’s sole remedy in such event) unless Seller (in its sole discretion) pursues specific performance pursuant to Section 15.10. At The Parties hereby acknowledge that the Closing extent of damages to Seller occasioned by such Xxxxxxx Money Retention Event would be impossible or extremely impractical to ascertain and each Other PSA Closing, a pro rata portion that the amount of the Xxxxxxx Money is a fair and any interest earned thereon shall be applied to reasonable estimate of such damages under the Cash Consideration Amount to be paid at circumstances. (c) In the event the Closing pursuant to this Agreement does not occur and each Other PSA (unless such the Xxxxxxx Money is in not paid to Seller pursuant to the form foregoing provisions of a letter of credit in which case this Section 3.3, the Parties shall instruct the Escrow Agent to pay the Xxxxxxx Money to Buyer. (d) For federal income tax purposes, any interest or other earnings on the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter treated as income of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSABuyer.

Xxxxxxx Money. Within two (2a) Business Days after the date Contemporaneously with its execution of this Agreement, Buyer has paid to the Buyer shall deposit with Escrow Agent an aggregate amount under $3,967,158 (together with the interest or other earnings thereon, the “Xxxxxxx Money”) pursuant to this Agreement and the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”)Escrow Agreement. The Xxxxxxx Money shall be in In the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if event the Closing occurs, the Buyer Xxxxxxx Money shall receive a credit for such interest be credited against the Purchase Price as provided in Section 11.5(a) and shall remain in escrow as the Indemnity Escrow Amount. If the Closing does not occur, the Parties shall instruct the Escrow Agent to pay the Xxxxxxx Money to Seller or Buyer, as applicable, in accordance with this Section 2.2(b)3.3. (b) In the event an Xxxxxxx Money Retention Event occurs, the Parties shall instruct the Escrow Agent to pay the Xxxxxxx Money to Seller, which shall serve as liquidated damages in lieu of all other damages (and as Seller’s sole remedy in such event) unless Seller (in its sole discretion) pursues specific performance pursuant to Section 15.10. At The Parties hereby acknowledge that the Closing extent of damages to Seller occasioned by such Xxxxxxx Money Retention Event would be impossible or extremely impractical to ascertain and each Other PSA Closing, a pro rata portion that the amount of the Xxxxxxx Money is a fair and any interest earned thereon shall be applied to reasonable estimate of such damages under the Cash Consideration Amount to be paid at circumstances. (c) In the event the Closing pursuant to this Agreement does not occur and each Other PSA (unless such the Xxxxxxx Money is in not paid to Seller pursuant to the form foregoing provisions of a letter of credit in which case this Section 3.3, the Parties shall instruct the Escrow Agent to pay the Xxxxxxx Money to Buyer. (d) For federal income tax purposes, any interest or other earnings on the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter treated as income of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSABuyer.

Xxxxxxx Money. Within two (2) Business Days after the date of this Agreement, the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”). The Xxxxxxx Money shall be in the form of either (a) At such time as the Deposit (as defined under the REIT Purchase Agreement) is due under the REIT Purchase Agreement, Down REIT will deposit with the Escrow Holder in immediately available funds by wire transfer to an account at $50,000 (the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer"Deposit"), upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money which will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow by the Escrow Holder pursuant to the terms of this Agreement, and in accordance with the terms and provisions of the Escrow Agreement by and among the Escrow Holder, Hickory and Down REIT dated of even date herewith (the "Escrow Agreement"). (b) In order to assure compliance with the requirements of Section 14.5. All interest earned on 6045 of the Xxxxxxx Money while held by Internal Revenue Code of 1986, as amended (the "Code"), and any related reporting requirements of the Code, the parties hereto agree as follows: (i) Provided the Escrow Agent shall be paid Holder executes a statement in writing (in form and substance reasonably acceptable to the parties hereunder) pursuant to which it agrees to assume all responsibilities for information reporting required under Section 6045(e) of the Code, Hickory and Down REIT will designate the Escrow Holder as the Person to be responsible for all information reporting under Section 6045(e) of the Code (the "Reporting Person"). If the Escrow Holder refuses to execute a statement pursuant to which it agrees to be the Reporting Person, Hickory and Down REIT agree to appoint another third party, acceptable to Hickory and Down REIT in their reasonable discretion, as the Reporting Person. (ii) Each of Hickory and Down REIT will: (A) provide to the Reporting Person all information and certifications regarding the applicable party, as reasonably requested by the Reporting Person or otherwise required to be provided by a party to whom the Xxxxxxx Money transaction described herein under Section 6045 of the Code; and (B) provide to the Reporting Person the applicable party's taxpayer identification number and a statement (on Internal Revenue Service Form W-9 or an acceptable substitute form, or on any other form the applicable current or future Code sections and regulations might require and/or any form requested by the Reporting Person), signed under penalties of perjury, stating that the taxpayer identification number supplied by the applicable party to the Reporting Person is paid, except that if correct. (iii) Each party will retain this Agreement for not less than four years from the end of the calendar year in which Closing occurs, and will produce it to the Buyer shall receive Internal Revenue Service upon a credit valid request for such interest this Agreement. (iv) The addresses for Hickory and Down REIT are as set forth in accordance with Section 2.2(b12.1, and the real estate subject to the transfer provided for in this Agreement is described in Schedule 1.1(a)(i)(A). . (c) At the Closing and each Other PSA Closing, a pro rata portion of the Xxxxxxx Money Escrow Holder will deliver the Deposit, and any interest and other investment income earned thereon shall be applied thereon, to Down REIT as provided in the Cash Consideration Amount to be paid at the Closing pursuant to this Escrow Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSA2.1.

Xxxxxxx Money. Within two Upon the execution of this Agreement by both parties, Purchaser shall deposit Initial Xxxxxxx Money of Twenty-Five Thousand and 00/100ths (2$25,000.00) Business Days Dollars with Greater Indiana Title Insurance Company to be held pursuant to the terms hereof. Purchaser shall deposit an additional $150,000.00, as Additional Xxxxxxx Money, with Greater Indiana Title Insurance Company within 10 days after receipt of Secondary Plat for Phase 1 approval (for any portion of the date Property) by the Plan Commission or within one (1) year of execution of this Agreement, whichever occurs first. The Xxxxxxx Money Deposit shall be credited toward the Buyer Purchase Price at Closing or shall deposit be otherwise dealt with Escrow Agent an aggregate amount under according to the terms of this Agreement and Agreement. If the Other PSAs equal closing does not occur because of Seller's default or because any condition of this Contract is not satisfied or waived, Purchaser shall be entitled to $150,000,000 (“the Xxxxxxx Money”). If Purchaser defaults, Seller shall be entitled to the Xxxxxxx Money as liquidated damages. The Xxxxxxx Money shall be in the form of either (a) immediately available funds held by wire transfer to an account at the Escrow Agent’s office as Agent until one of the following occurs: (1) the transaction closes and the Escrow Agent shall designate disburses the Xxxxxxx Money pursuant to the Buyer or terms of this Agreement; (b2) in the form of a letter of credit reasonably acceptable parties provide the Escrow Agent with written instructions that both parties have signed that specify how the Escrow Agent is to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to disburse the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with ; (3) the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions receives a copy of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party a final court order that specifies to whom the Xxxxxxx Money is paidto be awarded; or (4) the funds become unclaimed and the Escrow Agent turns them over to the Division of Unclaimed Funds. However, except that if within two years from the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of date the Xxxxxxx Money and any interest earned thereon shall be applied is deposited with the Escrow Agent, the parties have not provided the Escrow Agent with such signed instructions or written notice that legal action to resolve the Cash Consideration Amount to be paid at dispute has been filed, the Closing pursuant to this Agreement and each Other PSA (unless such Escrow Agent may return the Xxxxxxx Money is in the form to Purchaser with no further notice to Seller. Payment or refund of a letter of credit in which case the Xxxxxxx Money shall not be so applied and prejudice the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount rights of the last letter of credit so delivered less non-defaulting party in an action for damages or specific performance against the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAdefaulting party.

Xxxxxxx Money. Within two (2i) Business Days after Deposit: Three Hundred Thousand and No/100 Dollars ($300,000.00) (the date "Xxxxxxx Money") will be deposited by Purchaser with an agent of Chicago Title Insurance Company ("Escrow Agent") pursuant to that certain Escrow Agreement in the form attached hereto as EXHIBIT B (the "Escrow Agreement") upon Seller's acceptance of this Agreementoffer as evidenced by Seller's signature below. This Xxxxxxx Money is paid as evidence of Purchaser's good faith intention to review those materials provided in Section 10 and such other matters as Purchaser deems appropriate in order to determine if the Property appears to be suitable for its portfolio. If Purchaser is satisfied with the results of its inspection and investigation, then on or before the end of the "Due Diligence Period" (as defined in Section 3), Purchaser will deliver a notice to Seller and Escrow Agent stating that it is so satisfied ("Satisfaction Notice"). In the event Purchaser fails to deliver the Satisfaction Notice prior to the expiration of the Due Diligence Period, the Buyer Xxxxxxx Money (less $100.00 as consideration to Seller for entering into this Agreement) shall deposit with Escrow Agent an aggregate amount under this Agreement be returned to Purchaser, and neither party shall have any further obligation to the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”)other, except as set forth herein. The Xxxxxxx Money shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow invested in accordance with the provisions of Section 14.5Escrow Agreement. All Any and all interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid reported to Purchaser's federal tax identification number and shall belong to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest Purchaser in accordance with Section 2.2(b). At the Closing and each Other PSA terms herewith. (ii) If the transaction closes in accordance with the terms of this Agreement, at Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the delivered by Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount Seller as partial payment of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAPurchase Price.

Xxxxxxx Money. Within two (2a) Business Days after the date Contemporaneously with its execution of this Agreement, Xxxxx has paid to the Buyer shall deposit with Escrow Agent an aggregate amount under $4,059,810 (together with the interest or other earnings thereon, the “Xxxxxxx Money”) pursuant to this Agreement and the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”)Escrow Agreement. The Xxxxxxx Money shall be in In the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if event the Closing occurs, the Buyer Xxxxxxx Money shall receive a credit for such interest be credited against the Purchase Price as provided in Section 11.5(a) and shall remain in escrow as the Indemnity Escrow Amount. If the Closing does not occur, the Parties shall instruct the Escrow Agent to pay the Xxxxxxx Money to Seller or Buyer, as applicable, in accordance with this Section 2.2(b)3.3. (b) In the event an Xxxxxxx Money Retention Event occurs, the Parties shall instruct the Escrow Agent to pay the Xxxxxxx Money to Seller, which shall serve as liquidated damages in lieu of all other damages (and as Seller’s sole remedy in such event) unless Seller (in its sole discretion) pursues specific performance pursuant to Section 15.10. At The Parties hereby acknowledge that the Closing extent of damages to Seller occasioned by such Xxxxxxx Money Retention Event would be impossible or extremely impractical to ascertain and each Other PSA Closing, a pro rata portion that the amount of the Xxxxxxx Money is a fair and any interest earned thereon shall be applied to reasonable estimate of such damages under the Cash Consideration Amount to be paid at circumstances. (c) In the event the Closing pursuant to this Agreement does not occur and each Other PSA (unless such the Xxxxxxx Money is in not paid to Seller pursuant to the form foregoing provisions of a letter of credit in which case this Section 3.3, the Parties shall instruct the Escrow Agent to pay the Xxxxxxx Money to Buyer. (d) For federal income tax purposes, any interest or other earnings on the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter treated as income of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSABuyer.

Xxxxxxx Money. Within two (2a) Business Days after the date Contemporaneously with its execution of this Agreement, Buyer has paid to the Buyer shall deposit with Escrow Agent an aggregate amount under $3,967,158 (together with the interest or other earnings thereon, the “Xxxxxxx Money”) pursuant to this Agreement and the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”)Escrow Agreement. The Xxxxxxx Money shall be in In the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if event the Closing occurs, the Buyer Xxxxxxx Money shall receive a credit for such interest be credited against the Purchase Price as provided in Section 11.5(a) and shall remain in escrow as the Indemnity Escrow Amount. If the Closing does not occur, the Parties shall instruct the Escrow Agent to pay the Xxxxxxx Money to Seller or Buyer, as applicable, in accordance with this Section 2.2(b)3.3. (b) In the event an Xxxxxxx Money Retention Event occurs, the Parties shall instruct the Escrow Agent to pay the Xxxxxxx Money to Seller, which shall serve as liquidated damages in lieu of all other damages (and as Seller’s sole remedy in such event) unless Seller (in its sole discretion) pursues specific performance pursuant to Section 15.10. At The Parties hereby acknowledge that the Closing extent of damages to Seller occasioned by such Xxxxxxx Money Retention Event would be impossible or extremely impractical to ascertain and each Other PSA Closing, a pro rata portion that the amount of the Xxxxxxx Money is a fair and any interest earned thereon shall be applied to reasonable estimate of such damages under the Cash Consideration Amount to be paid at circumstances. (c) In the event the Closing pursuant to this Agreement does not occur and each Other PSA (unless such the Xxxxxxx Money is in not paid to Seller pursuant to the form foregoing provisions of a letter of credit in which case this Section 3.3, the Parties shall instruct the Escrow Agent to pay the Xxxxxxx Money to Buyer. (d) For federal income tax purposes, any interest or other earnings on the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter treated as income of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSA.Buyer. 19

Xxxxxxx Money. Within two five (25) Business Days after (as hereinafter defined) following the date Effective Date, Purchaser will deliver the sum of this Agreement, TWENTY THOUSAND AND 00/100 DOLLARS ($20,000.00) (the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”) by wire transfer to Xxxxxx, White & Xxxxxxxx, P.C. (the “Escrow Agent”). The Xxxxxxx Money shall be held in escrow by Escrow Agent pursuant to the form escrow agreement, a copy of either which is attached hereto as Exhibit B and made a part hereof (the “Escrow Agreement”). (a) immediately available funds by wire transfer The Xxxxxxx Money shall be refundable to an account at Purchaser as follows: i. In the Escrow Agent’s office as Escrow Agent shall designate event Purchaser terminates this Agreement on or prior to the Buyer or expiration of the Inspection Period (b) in the form as hereinafter defined), Purchaser shall receive a full refund of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money; and ii. To In the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable event Purchaser does not terminate this Agreement on or prior to the Buyer and expiration of the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paidInspection Period, except that if the Closing occurs, the Buyer Purchaser shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion full refund of the Xxxxxxx Money and in the event (a) Purchaser elects to terminate this Agreement due to a default by Seller hereunder or otherwise exercises a termination right afforded to Purchaser under this Agreement, (b) any interest earned thereon one of Purchaser Closing Conditions (as hereinafter defined) is not satisfied or waived by Purchaser in writing by its respective deadline, (c) Purchaser elects to terminate this Agreement due to any material casualty or condemnation affecting the Property or any portion thereof as provided in this Agreement, or (d) Purchaser elects to terminate this Agreement as a result of a matter of title or survey pursuant to Section 2.02 hereof. (b) The Xxxxxxx Money shall be applied to the Cash Consideration Amount to be paid Purchase Price at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time benefit of the sale of such “Property” and the “Asset-Related Property” related thereto (Purchaser or released as such terms are defined otherwise provided in the Master PSA) in accordance with Section 14.33 of the Master PSAthis Agreement.

Xxxxxxx Money. Within two (2a) Business Days after As evidence of Buyer’s ability to perform this Agreement and good faith intent to comply with the date terms hereof, Buyer has deposited with Parent the sum of one million dollars ($1,000,000) as xxxxxxx money to secure the performance of the obligations of Buyer herein. (b) In the event any Seller terminates this Agreement (i) pursuant to Section 9.1(b), or (ii) pursuant to Section 9.1(d) and a failure to satisfy or impossibility of satisfying a Closing condition allowing such termination pursuant to Section 9.1(d) results from Buyer’s failure to satisfy its obligations, then Parent shall be entitled to retain the xxxxxxx money including accrued interest as liquidated damages and not as a penalty and Buyer shall be relieved of all liability except that Sellers shall have the right to specifically enforce the terms of this Agreement. (c) In the event (i) the Closing shall not have occurred on or before January 30, 2005, (ii) this Agreement is terminated pursuant to Sections 9.1(f) or (g), and (iii) the failure for the Closing to have occurred results from Buyer’s failure to satisfy its obligations, then Parent shall be entitled to retain the xxxxxxx money including accrued interest as liquidated damages and not as a penalty and Buyer shall be relieved of all liability except that Sellers shall have the right to specifically enforce the terms of this Agreement. (d) In the event Buyer terminates this Agreement pursuant to Sections 9.1(a) or 9.1(c) or this Agreement is terminated pursuant to Section 9.1(e), the Buyer shall deposit xxxxxxx money, along with Escrow Agent an aggregate amount under this Agreement and interest on such xxxxxxx money accrued at a per annum rate of one percent per annum in excess of the Other PSAs equal rate announced by Citibank, N.A. as its “prime” or “base” lending rate from time to $150,000,000 (“Xxxxxxx Money”). The Xxxxxxx Money shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfertime, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid and refunded to Buyer. For the party avoidance of doubt, in the event Buyer terminates this Agreement pursuant to whom Section 9.1 and Buyer has not failed to satisfy its obligations under this Agreement, then the Xxxxxxx Money xxxxxxx money, along with interest on such xxxxxxx money accrued at a per annum rate of one percent per annum in excess of the rate announced by Citibank, N.A. as its “prime” or “base” lending rate from time to time, shall be paid and refunded to Buyer. (e) In the event this Agreement is paidterminated as a result of Buyer not obtaining debt and equity financing sufficient to consummate the Contemplated Transactions, except Parent shall be entitled to retain the xxxxxxx money including accrued interest thereon calculated at the rate set forth in Section 2.12(d). (f) In the event that if Parent is entitled to retain the xxxxxxx money pursuant to Section 2.12(b) or (c), and one or more indemnification payments subsequently becomes due from Buyer to Parent or any other Seller Indemnitee, then the amount of the xxxxxxx money shall count towards satisfying any such payment obligation until the full amount of the xxxxxxx money has been applied. (g) In the event that Closing occurs, Parent shall be entitled to retain the Buyer xxxxxxx money including accrued interest thereon calculated at the rate set forth in Section 2.12(d), which xxxxxxx money and interest shall receive a credit for such interest in accordance with Section 2.2(b). At be subtracted from the Closing and each Other PSA Closing, a pro rata cash portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be Purchase Price paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is as provided for in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the ClosingSection 2.9(b)(i); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSA.

Xxxxxxx Money. Within two (2a) Business Days after The consideration for the date Asset shall be equal to Thirty-Four Million Six Hundred and Eighty Thousand Dollars ($34,680,000) (the "Purchase Price"), which shall be paid by the Buyer to the Seller at the Closing by wire transfer of funds, provided that such amount shall be reduced by the Xxxxxxx Money (as defined below) and adjusted for Closing adjustments as described in Article X below. (b) The Purchase Price shall be paid to the Seller as follows: (i) upon execution of this Agreement, the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to Two Hundred Thousand Dollars ($150,000,000 200,000) (“together with any interest earned thereon, the "Initial Xxxxxxx Money”). The Xxxxxxx Money shall be ") in the form of either (a) immediately available funds by wire transfer to an such account at the Escrow Agent’s office as Escrow Agent shall designate to Escrow Agent. (ii) on or before the Due Diligence Expiration Date (as hereinafter defined), unless this Agreement is terminated pursuant to the terms of Article VII or as may be otherwise provided in this Agreement, Buyer or (b) shall deposit with Escrow Agent by wire transfer of immediately available funds, an additional downpayment in the form amount of a letter $200,000 (the "Additional Xxxxxxx Money"). The Initial Xxxxxxx Money and all interest earned thereon, and, as of credit reasonably acceptable the Due Diligence Expiration Date, the Additional Xxxxxxx Money and all interest earned thereon, shall be hereinafter referred to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the The Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent 14.4 and shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit nonrefundable to the Buyer and Buyer shall deliver to except if all of the Escrow Agent a replacement letter of credit, conditions set forth in the same form and issued Section 5.2 have not been met by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at Closing Date or otherwise as set forth in Article VII below. (iii) on the Closing (“Replacement Letter of Credit”) promptly upon the Closing); providedDate, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under Buyer shall deliver the Master PSA remainder of the Purchase Price to the Seller in immediately available funds by wire transfer to such account or accounts that the Seller shall designate to the Buyer and (B) the “Transferred Assets” under this Agreement and each Other PSA, Escrow Agent shall deliver the Xxxxxxx Money to Seller by wire transfer to such account or accounts that Seller shall designate to Buyer. (c) No adjustment shall be reserved for application made to the Cash Consideration Amount payable pursuant to Purchase Price except as explicitly set forth in this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAAgreement.

Xxxxxxx Money. Within two (2) Business Days after the date execution of this AgreementAgreement by Buyer and Seller, the Buyer shall deposit with the Title Company, as escrow agent (in such capacity, “Escrow Agent”), an amount equal to Two Million Three Hundred Fifty Thousand Dollars ($2,350,000) (the “First Xxxxxxx Money Deposit”). Provided that this Agreement has not previously been terminated, then, within one (1) Business Day after the expiration of the Due Diligence Period, Buyer shall deposit with the Escrow Agent an aggregate amount under this Agreement and additional Eleven Million Seven Hundred Thousand Dollars ($11,700,000) (the Other PSAs equal to $150,000,000 (“Second Xxxxxxx Money Deposit”). The term “Xxxxxxx Money”” shall mean the First Xxxxxxx Money Deposit, the Second Xxxxxxx Money Deposit (if applicable), and the Alpha Mill Additional Xxxxxxx Money Deposit (if applicable) together with all interest accrued thereon. The Xxxxxxx Money shall be in allocated among the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office Properties as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Moneyset forth on Schedule A-1 attached hereto. To the extent the The First Xxxxxxx Money is Deposit shall be in the form of immediately available funds by wire transfertransfer to such account as Escrow Agent shall designate to the Buyer. The Second Xxxxxxx Money Deposit (if applicable) and the Alpha Mill Additional Xxxxxxx Money Deposit (if applicable) shall be, upon at Buyer's option, in the form of either (i) immediately available funds by wire transfer or (ii) an irrevocable, unconditional, clean standby letter of credit in a form acceptable to Seller and from a national banking association reasonably approved by Seller, naming the Escrow Agent as beneficiary, having a term of not less than six (6) months, in each case to such account as Escrow Agent shall designate to the Buyer. Upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent Agent, such Xxxxxxx Money, if in the Xxxxxxx Money form of cash, will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent reasonably acceptable to the Buyer and the Sellers Seller and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSA12.

Xxxxxxx Money. Within two (2) Business Days after Purchase Price Balance Due at Closing ..............................................$ Purchaser has paid to Auctioneer the date sum of this Agreement$ , as xxxxxxx money, which xxxxxxx money is to be promptly deposited into the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement escrow account of Title Guaranty and the Other PSAs equal to $150,000,000 Trust, Chattanooga, Tennessee (“Xxxxxxx MoneyTitle Guaranty”). The Xxxxxxx Money shall ) and is to be in applied as part payment of the form of either (a) immediately available funds by wire transfer to an account purchase price at the Escrow Agent’s office time of closing or as Escrow Agent shall designate to otherwise provided herein. All parties hereto agree that Title Guaranty may deposit the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent xxxxxxx money in an interest-bearing escrow account with the Escrow Agent acceptable and all parties hereto understand and agree that disbursement of xxxxxxx money can occur only as follows: (a) at closing; (b) upon written agreement signed by all parties to the Buyer and the Sellers and shall be held in escrow this contract; (c) upon court order; or (d) upon failure of Seller to perform Seller’s obligation to close in accordance with this contract, the provisions xxxxxxx money shall be returned to Purchaser and this shall be Purchaser’s sole and exclusive remedy in the event of Section 14.5. All interest earned on a default by Seller, Purchaser hereby waiving all other rights and remedies available at law or in equity; or (e) upon failure of Purchaser to fulfill Purchaser’s obligations to close in accordance with this contract, the Xxxxxxx Money while held by Escrow Agent xxxxxxx money shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occursSeller as liquidated damages and not a penalty, the Buyer parties hereto agreeing that the damages caused by a breach of the contract are difficult or impossible to estimate accurately, the parties hereto intend to provide for liquidated damages rather than a penalty and the xxxxxxx money is a reasonable estimate of the probable loss upon a breach. If any dispute arises between Purchaser and Seller as to the final disposition of all or part of the xxxxxxx money, Title Guaranty may, in its sole discretion, notify Purchaser and Seller in writing that Title Guaranty is unable to resolve such dispute and may interplead all or any disputed part of the xxxxxxx money into court, whereupon Title Guaranty shall be discharged from any further liability with respect to the xxxxxxx money deposit and shall be entitled to recover its fees and expenses, including Auctioneer’s commission and attorneys’ fees in connection with said interpleader from the xxxxxxx money; or, upon fifteen (15) days written notice to the parties, Title Guaranty may make a disbursal of the xxxxxxx money upon a reasonable interpretation of this contract. In either event, the parties hereto release and discharge Title Guaranty and Auctioneer from any claims related to the xxxxxxx money and shall not seek damages from Title Guaranty and Auctioneer by reason thereof or by reason of any other matter arising out of this contract or the transaction contemplated hereunder. Seller warrants that they presently have title to said Property, and at the time the sale is consummated agrees to convey good and insurable title in and to said Property to Purchaser by Special Warranty Deed, subject only to (1) zoning ordinances affecting said Property, (2) all matters of record affecting said Property and which are recorded in the Register’s Office of Purchaser shall have reasonable time after date hereof in which to examine title and to furnish Seller with a written statement of objections affecting the insurability of said title. Seller shall have reasonable time after receipt of such objections to satisfy all valid objections and, if Seller fails to satisfy such valid objections within a reasonable time, then at the option of Purchaser, evidenced by written notice to Seller, this contract shall be null and void, and Purchaser’s xxxxxxx money shall be returned. If Purchaser does not terminate this contract, then Purchaser shall be deemed to have waived any such objections that Seller fails to satisfy and the sale be consummated without any adjustment to price. Seller and Purchaser agree that such documents as may be legally necessary to carry out the terms of this contract shall be executed and delivered by such parties at the time the sale is consummated. Seller warrants that when the sale is consummated the improvements on the Property will be in the same condition as on the date hereof, normal wear and tear accepted. However, should the premises be destroyed or substantially damaged before the contract is consummated, then at the election of the Purchaser: (a) the contract may be cancelled, or (b) Purchaser may consummate the contract and receive a credit for such interest insurance proceeds as paid on the claim of loss. This election is to be exercised within ten (10) days after the amount of Seller’s damage is determined. Commission is to be paid to Auctioneer pursuant to and in accordance with Section 2.2(b). At the Closing that certain agreement between Auctioneer and each Other PSA ClosingSeller regarding authorization and compensation, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of creditBroker, in the same form and issued by the same issuing bankif any, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at auction sales brochure relative to the time of the sale of such “subject Property” and the “Asset-Related Property” related thereto (as such terms , which documents are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAincorporated herein by reference.

Xxxxxxx Money. Within two three (23) Business Days business days after the date execution and delivery of this Agreementthe Xxxxxxx Money Escrow Agreement by Seller, Purchaser and Chicago Title Insurance Company (the Buyer “Escrow Agent”), having its office at 000 Xxxxx Xxxxx Xxxxxx, Chicago, Illinois 60601, Attention: Xxxxxxxx Xxxxxx, Purchaser shall deposit with Escrow Agent the sum of ONE HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($150,000.00) (the “Initial Xxxxxxx Money”) in good funds, either by certified bank or cashier’s check or by federal wire transfer. Within one (1) business day after the expiration or earlier written waiver by Purchaser of the Inspection Period (as defined in Article 3 herein), Purchaser shall deposit with the Escrow Agent an aggregate sum of TWO HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($250,000.00) (the “Additional Xxxxxxx Money”; the total amount under this Agreement of the Initial Xxxxxxx Money and the Other PSAs equal Additional Xxxxxxx Money on deposit with the Escrow Agent from time to $150,000,000 (time is referred to herein as the “Xxxxxxx Money”). ) The Xxxxxxx Money shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent hold the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions terms and conditions of Section 14.5an escrow agreement entered into among Seller, Purchaser and Escrow Agent simultaneously with the execution of this Agreement. All interest earned accruing on the Xxxxxxx Money while held by Escrow Agent such sum shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive become a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion part of the Xxxxxxx Money and any interest earned thereon shall be applied to distributed as Xxxxxxx Money in accordance with the Cash Consideration Amount to be paid at terms of this Agreement. In the Closing pursuant to this Agreement and each Other PSA (unless such event that the Xxxxxxx Money is required to be disbursed to Seller or Purchaser pursuant to the terms of this Agreement, Seller and Purchaser shall each execute and deliver to Escrow Agent a written direction to disburse the Xxxxxxx Money Deposit to such party. Simultaneously with the execution and delivery of this Agreement, Seller and Purchaser shall execute and deliver, and Seller shall cause Escrow Agent to execute and deliver, a strict joint order escrow agreement pursuant to which Escrow Agent shall hold the Xxxxxxx Money, which agreement shall be in the form of a letter of credit in which case customarily used by Escrow Agent (except that it shall be modified to provide that the Xxxxxxx Money shall not will be so applied and the Escrow Agent shall return the undrawn letter of credit disbursed to Purchaser upon single order if this Contract is terminated prior to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount end of the last letter of credit so delivered less the applicable pro rata portion of the Inspection Period) (“Xxxxxxx Money released at Escrow Agreement”). The terms of this Section 1.6 shall survive the Closing (“Replacement Letter termination of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAAgreement.

Xxxxxxx Money. Within two (2) Business Days after Pursuant to the date of this Exclusivity Agreement, the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and Investor has deposited a down payment of HK$5 million (the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”). The Xxxxxxx Money shall be in ) with an escrow agent (the form of either (a) immediately available funds by wire transfer to an account at the “Escrow Agent’s office as Escrow Agent ”) who shall designate to the Buyer or (b) in the form have custody of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in and place the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent same in an interest-bearing account with in its name. If Completion fails to take place, the Provisional Liquidators are entitled to instruct the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on release the Xxxxxxx Money while held by Escrow Agent shall be paid (together with all accrued interest thereon) to the party Provisional Liquidators for the benefit of the creditors of the Company or return to whom the Investor, as the case may be, pursuant to the terms of the Exclusivity Agreement. On Completion, the Company shall apply the Xxxxxxx Money is paid, except that if towards the Closing occursSubscription Proceeds payable by the Investor for the Subscriptions. Pursuant to the Exclusivity Agreement, the Buyer shall receive Investor has paid a credit for such interest total sum of HK$5 million (the “Initial Fee Contribution”) to the Provisional Liquidators as an Initial Fee Contribution towards (i) the Provisional Liquidators’, their advisors’ and service providers’ costs and expenses incurred in accordance with Section 2.2(b). At relation to the Closing and each Other PSA Closing, a pro rata portion implementation of the Xxxxxxx Money Proposed Restructuring; and any interest earned thereon shall be applied to (ii) the Cash Consideration Amount operating, routine and administrative costs and expenses to be paid at incurred by the Closing pursuant to this Agreement and each Other PSA Group (unless such Xxxxxxx Money is in other than that for the form operation of a letter of credit in which case the Xxxxxxx Money SPV) before Completion. On Completion, the Initial Fee Contribution shall not be so applied transferred or dealt with under any scheme of arrangement used to implement the Proposed Restructuring or any restructuring agreement and will remain as a debt owed by the Company to the Investor and the Escrow Agent Company shall return apply the undrawn letter of credit to Initial Fee Contribution towards the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued Subscription Proceeds payable by the same issuing bank, having a face amount equal to Investor for the face amount Subscriptions. In the event that the Company is wound up or upon termination of the last letter Exclusivity Agreement, the Investor, the Company and the Provisional Liquidators agree that the Initial Fee Contribution paid by the Investor shall be regarded as an unsecured debt against the Company and will rank pari passu with all the Company’s existing unsecured debts and liabilities as at the date of credit so delivered less the applicable pro rata portion payment of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAInitial Fee Contribution.

Xxxxxxx Money. Within two Buyer has delivered to Xxxxxxxxxxxx Xxxx & Xxxxxxxxx, LLP, in its capacity as escrow agent (2) Business Days after the date “Escrow Agent”), a deposit in the amount of this Agreement, $25,000.00 (the Buyer shall deposit with “Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“Xxxxxxx MoneyFunds”). The Xxxxxxx Money shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to hold said Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent Funds in an interest-bearing escrow account pursuant to the terms of the escrow agreement entered into in connection with the Auction. Such deposit shall be non-refundable in all events, excepting only if the transaction with Buyer does not close due to (i) Seller accepting the bid of a rival bidder at a time when Buyer is not in breach of this Agreement, (ii) Seller breaching any of its representations and warranties, conditions or covenants hereunder, or (iii) the parties not consummating this transaction by September 15, 2009. The Escrow Funds shall be released by the Escrow Agent acceptable and delivered to the either Buyer and the Sellers and or Seller as set forth below. The Escrow Funds (together with all accrued interest thereon) shall be held in escrow in accordance with distributed as follows: (i) if Closing shall occur, the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent Funds shall be paid applied toward the Purchase Price payable by Buyer to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such Seller and all accrued interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied delivered to the Cash Consideration Amount to be paid Buyer at the Closing pursuant to Closing; (ii) if this Agreement is terminated as a result of Buyer breaching any of its representations and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and warranties, conditions or covenants hereunder, the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of creditFunds, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in together with all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSAaccrued interest thereon, shall be reserved for application delivered to the Cash Consideration Amount payable pursuant to Seller; (iii) if this Agreement is terminated as a result of Seller’s breach of any of its representations and warranties, conditions or each applicable Other PSA at covenants hereunder, or failure to obtain the time of Sale Order by September 15, 2009, the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); providedEscrow Funds, furthertogether with all accrued interest thereon, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application delivered to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSABuyer.

Xxxxxxx Money. Within two three (23) Business Days business days after the date of this AgreementEffective Date, the Buyer Purchaser shall deposit with Escrow Agent Acquest Title Services, LLC located at 0000 X. Xxxxxxx Road, Suite 180, Hoffman Estates, IL (the “Title Company”), as escrow agent, the sum of One Hundred Thousand and 00/100 DOLLARS ($100,000.00) in good funds as an aggregate amount under this Agreement xxxxxxx money deposit (the “Initial Xxxxxxx Money”). Upon expiration of the Inspection Period (as defined below), provided that Purchaser has elected to proceed with the purchase of the Property, Purchaser shall deposit an additional sum of One Hundred Fifty Thousand and 00/100 DOLLARS ($150,000.00) in good funds to be added to the Other PSAs equal to $150,000,000 Initial Xxxxxxx Money (collectively, the “Xxxxxxx Money”). The Xxxxxxx Money shall be held and disbursed, including any interest earned thereon, pursuant to the terms and provisions hereof and the parties shall sign a customary, reasonably acceptable strict joint order escrow agreement substantially in the form of either provided by the Title Company, as such may be modified by the parties to coincide with the terms contained herein (a) immediately available funds by wire transfer the “Escrow Agreement”). Purchaser shall be permitted to an account instruct the Title Company to invest, at the Escrow AgentPurchaser’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent sole expense, the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent or money market fund reasonably acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5Purchaser. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid accrue to the party to whom Purchaser, except as otherwise expressly provided herein. Whenever the Xxxxxxx Money is paidby the terms hereof to be disbursed by the Title Company, except that if Seller and Purchaser agree promptly to execute and deliver such notice or notices as shall be necessary or, in the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion opinion of the Xxxxxxx Money and any interest earned thereon shall be applied Title Company, appropriate to authorize the Cash Consideration Amount Title Company to be paid at make such disbursement. Upon the Closing pursuant expiration of the Inspection Period, if Purchaser does not elect to terminate this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case Agreement, the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, non-refundable except in the same form and issued event of a Seller default or as otherwise expressly provided herein. If the transaction contemplated by the same issuing bankthis Agreement is consummated, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application delivered to Seller and credited against the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA Purchase Price at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSA.

Xxxxxxx Money. Within two Purchaser shall deliver to Chicago Title and Trust Company (2"Title Company") Business Days the sum of FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000.00) as xxxxxxx money (the "Initial Xxxxxxx Money") within five (5) days after the date full execution and delivery of this Agreement. In the event Purchaser does not exercise its right of termination pursuant to Section 7D herein, then, within one business day following the expiration of the Inspection Period (as herein defined and as may be extended pursuant to Section 7A herein), Purchaser shall deliver to Title Company the sum of THREE HUNDRED THOUSAND AND NO/100 DOLLARS ($300,000.00) as additional xxxxxxx money ("Additional Xxxxxxx Money" and collectively with the Initial Xxxxxxx Money including any and all interest accrued thereon, the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“"Xxxxxxx Money”"). The Xxxxxxx Money shall be held in a joint order escrow to be entered into between Seller and Purchaser with the Title Company in the form of either Exhibit "C" attached to this Agreement and shall be invested for Purchaser's benefit and all income earned thereon shall be paid to Purchaser. The Xxxxxxx Money shall be applied toward the Purchase Price at Closing. One Hundred Dollars (a$100) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held released by Title Company to Seller on the first business day following the deposit thereof by Purchaser, in escrow payment of consideration by Purchaser to Seller for the right of Purchaser to purchase the Property in accordance with the terms of this Agreement (the "Non-Refundable Payment"). The Non-Refundable Payment shall be fully earned and retained by Seller immediately upon receipt and, notwithstanding any provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid this Agreement to the party contrary, the Non-Refundable Payment shall not be returned to whom the Xxxxxxx Money is paid, Purchaser in any circumstance except that if Closing fails to occur solely due to a material default by Seller under this Agreement. On the Closing occursDate, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion amount of the Xxxxxxx Money and any interest earned thereon Non-Refundable Payment, without interest, shall be applied to the Cash Consideration Amount Purchase Price. From and after the release of the Non-Refundable Payment to Seller, the Xxxxxxx Money shall mean and refer to the remaining Xxxxxxx Money amount then held by Title Company (and any payment or refund of the Xxxxxxx Money to be paid at the Closing made pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closinginclude such Non-Refundable Payment); provided, however, . Purchaser acknowledges that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under Seller would not have entered into this Agreement and each Other PSA, shall be reserved had Purchaser not made the bargained for application Non-Refundable Payment to Seller on the Cash Consideration Amount payable pursuant to terms set forth in this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSASection.

Xxxxxxx Money. Within two (2) Business Days business days after the date this fully executed Agreement has been delivered to Purchaser, in accordance with Section 10.1 of this Agreement, Purchaser shall deliver to BOSTON NATIONAL TITLE AGENCY LLC (the Buyer shall deposit with “Escrow Agent”), as escrow agent, at 000 Xxxx Xxxxx Xx., 0xx Xxxxx, Xxxxxxxxx, XX 00000, Attn: Irenelle Xxxxxxxx, 704.373.5050, xxxxxxxxx@xxxxxxxxxxxxxxxxxxx.xxx, by cashier’s check at the address in Section 10.1 hereof or by wire transfer to such account as directed by Escrow Agent an aggregate a deposit in the amount under this Agreement of Two Hundred Thousand and No/100 Dollars ($200,000.00) in United States dollars (such amount, together with all interest, if any, earned thereon being referred to as the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”), together with an executed W-9 form if Purchaser desires to have Escrow Agent invest such Xxxxxxx Money in an interest bearing account. If Purchaser fails to provide a W-9 form, then Purchaser shall be deemed to have elected not to desire interest. The Xxxxxxx Money shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on Xxxxxxx Money Escrow Agreement Terms attached to this Agreement as Exhibit B. Seller shall have the option to declare a default and Terminate this Agreement if the Xxxxxxx Money while held and the executed W-9 form are not delivered to the Escrow Agent within such time. As used herein, “Terminate” and/or “Terminated” shall mean the termination of this Agreement, by Purchaser or Seller as applicable as expressly set forth in this Agreement, in which event thereafter neither party hereto shall thereafter have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives the termination of this Agreement. If this Agreement is terminated pursuant to any express right of Purchaser to terminate the Agreement, the Xxxxxxx Money shall be refunded to Purchaser by Escrow Agent promptly upon Escrow Agent’s receipt of written request, and all further rights and obligations of the parties under this Agreement shall terminate except those which by their terms survive any termination of this Agreement. If the sale of the Property is consummated pursuant to the terms of this Agreement, the Xxxxxxx Money shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing Seller and each Other PSA Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount payment of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAPurchase Price.

Xxxxxxx Money. Within two Purchaser shall, within three (23) Business Days after the date business days of execution and delivery of this AgreementAgreement by Seller and Purchaser, (i) deposit with the Escrow Company, as escrow agent, the Buyer shall deposit sum of $5,000,000 as xxxxxxx money (said amount, together with Escrow Agent an aggregate amount under this Agreement and all interest accruing thereon, being herein referred to as the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”), which shall be in the form of a wire transfer of immediately available funds, and (ii) deliver a fully-executed copy of this Agreement to the Escrow Company. If Purchaser has not terminated this Agreement pursuant to Section 3.2(d) below on or before the Due Diligence Expiration Date, all of the Xxxxxxx Money shall become fully non-refundable and payable to Seller, subject to the provisions of this Section 2.2(a), except as otherwise expressly provided herein. The Xxxxxxx Money shall be held and disbursed by the Title Company pursuant to the escrow agreement attached hereto as Exhibit C, which the parties hereby agree to execute and deliver to the Escrow Company promptly upon execution of this Agreement. Purchaser additionally agrees to provide any commercially reasonable information required by Escrow Company in connection with such escrow deposit. The Xxxxxxx Money shall be invested as provided in said escrow agreement, with all interest accruing thereon being deemed part of the form of either (a) immediately available funds by wire transfer Xxxxxxx Money for all purposes hereunder. If the sale hereunder is consummated in accordance with the terms hereof, the Xxxxxxx Money shall be paid to an account Seller and applied to the Purchase Price at the Escrow Agent’s office Closing. In all other instances, the Xxxxxxx Money shall be paid to Seller and/or Purchaser as Escrow Agent shall designate provided in other provisions of this Agreement. Notwithstanding anything to the Buyer or (b) contrary in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent this Agreement, in any case in which the Xxxxxxx Money is provided herein to be returned in the form of immediately available funds by wire transferits entirety to Purchaser, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent then One Hundred Dollars ($100) thereof shall be paid to Seller and deducted from the party amount due Purchaser, such amount belonging to whom the Xxxxxxx Money is paidSeller in any and all events and shall in effect constitute option money, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to making this Agreement binding and each Other PSA (unless such Xxxxxxx Money is in enforceable even if any conditions or provisions herein are entirely within the form discretion or control of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved Purchaser for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the any time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAperiod.

Xxxxxxx Money. (a) Within two five (25) Business Days business days after the date of this parties have executed the Agreement, the Buyer Purchaser shall deposit with Escrow Agent an aggregate amount under this Agreement the sum of Twenty-Five Thousand Dollars ($25,000 US) by check payable to Escrow Agent, which payment is hereinafter referred to as "Xxxxxxx Money." The Xxxxxxx Money shall be refundable to Purchaser should the Atlanta Development Authority fail to issue the proposed Solid Waste Facilities Revenue Bonds and disburse authorized acquisition proceeds for the Other PSAs equal to $150,000,000 purchase of the Property on or before the Closing Date (and any extensions thereof) as defined herein (“Xxxxxxx MoneyFinancing Contingency”). The Xxxxxxx Money shall be applicable to the Purchase Price at Closing and shall reduce the Purchase Price in the form of either (a) immediately available funds by wire transfer to an account equal amount at the Closing. (b) Prior to any disbursal by Escrow Agent other than at Closing, Escrow Agent shall notify the parties hereto of Escrow Agent’s office as intent to disburse in writing. In the event Escrow Agent has not received a written objection to such disbursal within five (5) days after such notice, then the making of such disbursal shall designate to the Buyer or (b) in the form discharge Escrow Agent of a letter of credit reasonably acceptable to Sellers all further duties and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal liabilities hereunder with regard to the Xxxxxxx Money. To In the extent event that any party disputes the proposed disbursal and Escrow Agent is unable to resolve the dispute, then Escrow Agent may tender the Xxxxxxx Money is in the form of immediately available funds (less any costs incurred by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent for doing so) into a court of competent jurisdiction which shall discharge Escrow Agent of all further duties and liabilities hereunder with regard to the Xxxxxxx Money. If this Agreement is terminated by Purchaser for any reason permitted under this Agreement, Escrow Agent shall immediately refund the Xxxxxxx Money will be deposited by to Purchaser, and no party hereto shall have any further rights or obligations hereunder, except with respect to the indemnities contained herein. (c) The parties hereto agree Escrow Agent in an interest-bearing account with is acting solely as a stakeholder at their request and for their convenience, that the Escrow Agent acceptable shall not be deemed to be the Buyer agent of either of the parties in Escrow Agent’s capacity as escrow agent hereunder, and Escrow Agent shall not be liable to either of the Sellers and shall be held parties for any action or omission on Escrow Agent’s part taken or made in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by good faith, but Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paidliable for its acts of bad faith, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion breach of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement or gross negligence or willful misconduct. Seller and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money Purchaser shall not be so applied jointly and severally indemnify and hold the Escrow Agent shall return harmless from and against all costs, claims and expenses, including without limitation reasonable attorneys’ fees, incurred in connection with the undrawn letter performance of credit the Escrow Agent’s duties hereunder, except with respect to the Buyer and Buyer shall deliver to actions or omissions taken or made by the Escrow Agent a replacement letter of creditin bad faith, in the same form and issued by the same issuing bank, having a face amount equal to the face amount breach of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at involving gross negligence or willful misconduct on the time part of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAEscrow Agent.

Xxxxxxx Money. Within 2.1.1 Seller, Purchaser and Chicago Title Insurance Company, 000 Xxxx Xx., Xxxxx 0000X, Xxxxxxx, Xxxxx 00000-0000, Attention: Xxxxx Xxxxx, 000-000-0000 telephone, 000-000-0000 fax (xxxxx.xxxxx@xxx.xxx) (“Escrowee”) shall concurrently herewith execute Xxxxxxx Money Escrow Instructions, in the form attached hereto as Exhibit D, and Purchaser shall deliver to Escrowee, within two (2) Business Days business days after the date Purchaser’s receipt of a fully executed copy or original of this Agreement, xxxxxxx money in the Buyer shall deposit sum of Two Million and No/100ths Dollars ($2,000,000.00), which sum, together with Escrow Agent an aggregate amount under any interest earned thereon net of investment costs, is referred to in this Agreement and as the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”). The Xxxxxxx Money shall be invested as specified in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer Instructions. Any and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All all interest earned on the Xxxxxxx Money while held by Escrow Agent shall be reported to Purchaser’s federal tax identification number. Notwithstanding the foregoing, Seller and Purchaser hereby acknowledge and agree that Two Hundred Fifty Thousand and No/100ths Dollars ($250,000.00) of the total Xxxxxxx Money deposit (sometimes separately referred to herein as the, “Option Fee”) shall be deemed earned by Seller immediately as of the Effective Date, with the Option Fee being owed and paid to Seller (and not returned to Purchaser) in the party event that this Agreement is terminated for any reason (other than pursuant to whom Section 7.1, in which event the Option Fee shall be returned to Purchaser), whether before or after the expiration of the Review Period (hereinafter defined). 2.1.2 If the transaction closes in accordance with the terms of this Agreement, at Closing, the Xxxxxxx Money is paidshall be delivered by Escrowee to Seller as part payment of the Purchase Price. If the transaction fails to close due to a default on the part of Purchaser, except that if Seller shall have the Closing occursremedy options provided for in Section 7.2 below. If the transaction fails to close due to a default on the part of Seller, Purchaser shall have the Buyer shall receive a credit remedy options provided for such interest in accordance with Section 2.2(b)7.1 below. At The provisions of this Agreement regarding the Closing and each Other PSA Closing, a pro rata portion disposition of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to Option Fee following a termination of this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form shall survive termination of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAAgreement.

Xxxxxxx Money. Within (a) Purchaser shall deposit in a joint order escrow with the Title Company (as defined in Section 6.1) within two (2) Business Days after days following expiration of the date Approval Period (as defined in Section 4.2), by Federal Reserve wire transfer of this Agreementimmediately available funds, the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and of THREE HUNDRED THOUSAND AND NO/100 DOLLARS ($300,000.00) (the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”). The Xxxxxxx Money shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money invested by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and Title Company as Purchaser shall be held in escrow in accordance with the provisions of Section 14.5direct. All interest Interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom considered part of the Xxxxxxx Money and shall be deemed to have been earned by and constitute income of, Purchaser. Purchaser agrees to promptly deliver or cause the Title Company to deliver to Seller written acknowledgment by the Title Company that the required Xxxxxxx Money has been received by and is paidbeing held by the Title Company pursuant to the terms of this Agreement. Except as otherwise expressly set forth herein, except that the Xxxxxxx Money shall be applied against the Purchase Price on the Closing Date. (b) Seller shall have the option of terminating this Agreement if the Closing occursfull amount of required Xxxxxxx Money is not timely and fully delivered to the Title Company at the time(s) and in the manner as prescribed in this Section 3. (c) If Purchaser terminates this Agreement in accordance with any right to terminate granted to Purchaser by the terms of this Agreement, the Buyer Xxxxxxx Money shall receive a credit be immediately returned to Purchaser, and no party hereto shall have any further obligation under this Agreement except for such interest obligations which by their terms expressly survive the termination of this Agreement (the “Surviving Obligations”). (d) If Seller terminates this Agreement in accordance with Section 2.2(b8.2(a). At , the Closing Xxxxxxx Money shall be released by Title Company to Seller as liquidated damages as provided in Section 8.2(a), and each Other PSA Closingno party hereto shall have any further obligation under this Agreement except for the Surviving Obligations. (e) Notwithstanding in provision in this Agreement to the contrary, a pro rata portion of the Xxxxxxx Money and any interest earned thereon in the amount of $100.00 (the "Independent Consideration") shall be applied non-refundable and shall be distributed to the Cash Consideration Amount to be paid Seller at the Closing or other termination of this Agreement as full payment and independent consideration for Seller's performance under this Agreement and for the rights granted to Purchaser hereunder. The Independent Consideration shall be deducted from any refund or delivery of the Xxxxxxx Money to Purchaser pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not simultaneously be so applied and the Escrow Agent shall return the undrawn letter of credit distributed to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSASeller.

Xxxxxxx Money. Within two (2) Business Days after the date Purchaser has paid to PARAST LAW as escrow agent, upon Xxxxxx's execution of this Agreement, the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal $6,250.00 by check, as xxxxxxx money to $150,000,000 (“Xxxxxxx Money”). The Xxxxxxx Money shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office applied as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion part payment of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form purchase price of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA said property at the time of closing (the "Xxxxxxx Money"). Purchaser and Seller understand and agree that Holder shall deposit the xxxxxxx money in Xxxxxx’s non-interest- bearing escrow/trust account. The parties to this Agreement understand and acknowledge that disbursement of xxxxxxx monies held by Xxxxxx, can occur only as follows: (A) at closing; {B) upon written agreement signed by all parties having an interest in 'the funds; {C) upon court order; {D) upon failure of any contingency or failure of either party to fulfill his obligations contained in this Agreement; or (E) as otherwise set out herein. If any dispute arises between Purchaser and Seller as to the final Serial Closing under disposition of all or part of the Master PSA xxxxxxx money, Holder may, at its option, notify Purchaser and Seller in writing that Xxxxxx is unable to resolve such dispute and may, at its option, inter-plead all or any disputed part of the xxxxxxx money into court. Holder shall be entitled to be compensated by the party who does not prevail in the interpleader action for its costs and expenses, including reasonable attorney's fees incurred in filing said interpleader. If Xxxxxx decides not 'to inter-plead, Xxxxxx may make a disbursal of said xxxxxxx money upon a reasonable interpretation of this Agreement. If Xxxxxx decides to make a disbursal to which all parties to this Agreement do not expressly agree, Holder must give all parties fifteen (15) days notice in writing of Xxxxxx's intent to disburse. Such notice shall be delivered by regular mail to the parties’ last known addresses and must recite to whom and when the disbursal will be made. After disbursement, Holder shall notify all parties by mail of such disbursement. In the event Holder inter-pleads the funds into court or makes a disbursal upon a reasonable interpretation of this Agreement, then and in either event, the parties thereafter shall make no claim against Xxxxxx for said disputed xxxxxxx money and shall not seek damages from Holder by reason thereof or by reason of any other matter arising out of this Agreement or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAtransaction contemplated hereunder.

Xxxxxxx Money. (a) Within two three (23) Business Days after days of the date mutual execution and delivery of this Agreement, Buyer will deliver to Land America Title Company, 0000 Xxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, XX 00000 Attention: Xxxx Xxxx, as escrow agent (herein called “Escrow Agent”), the Buyer shall deposit with sum of One Million and 00/100 Dollars ($1,000,000.00) (by wire delivery of finds through the Federal Reserve System to an interest bearing account designated in writing by Escrow Agent an aggregate amount under (which sum, together with all interest actually earned thereon during the term of this Agreement and Agreement, is herein called the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”). The Xxxxxxx Money shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or . (b) Upon the completion of the Due Diligence Period, an additional deposit in the form amount of a letter Five Hundred Thousand and 00/100 Dollars ($500,000.00) shall be deposited into escrow and shall become part of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To . (c) On the extent the Xxxxxxx Money is in the form of immediately available funds by wire transferClosing Date, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by applied as part payment of the Purchase Price. (d) Throughout the term of this Agreement, Escrow Agent shall hold and disburse the Xxxxxxx Money in accordance with the terms and conditions of this Agreement, in an interest-interest bearing account with a national bank whose depositors are insured by the Federal Deposit Insurance Corporation or other financial institutions located in the State of Ohio which are reasonably acceptable to Buyer. (e) The sole responsibility of Escrow Agent acceptable to the Buyer and the Sellers and hereunder shall be held in escrow the safekeeping and delivery of the Xxxxxxx Money in accordance with the provisions of Section 14.5this Agreement. (f) In performing any of its duties under this Agreement, Escrow Agent shall not incur any liability to Buyer, Seller or any other person or entity for any damages, losses or expenses, except as may be occasioned by the willful misconduct, breach of trust or gross negligence by Escrow Agent. All interest earned In particular, Escrow Agent shall not incur any such liability with respect to (i) any action taken or omitted in good faith upon advice of its legal counsel relating to the duties and responsibilities of Escrow Agent under this Agreement, or (ii) any action taken or omitted in reliance on any instrument, including any written notice or instruction provided for in this Agreement, not only as to its due execution and the Xxxxxxx Money while held validity and effectiveness of its provisions but also as to the truth and accuracy of any information contained therein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by a person or persons having authority to sign or present such instrument, and to conform with the provisions of this Agreement. (g) Notwithstanding anything in this Agreement to the contrary, in the event of a dispute between Buyer and Seller of which Escrow Agent shall have actual knowledge and which is sufficient, in the sole discretion of Escrow Agent, to justify its doing so, Escrow Agent shall be paid entitled to tender into the party to whom custody of any court of competent jurisdiction in the Xxxxxxx Money is paidState of Ohio the escrowed finds and any accrued interest, except that if the Closing occurstogether with such pleadings as it may deem appropriate, the Buyer shall receive a credit and thereupon be discharged from all further duties and liabilities under this Agreement (other than liabilities for such interest in accordance with Section 2.2(bwillful misconduct, breach of trust or gross negligence by Escrow Agent). At It is hereby agreed by the Closing and each Other PSA Closing, a pro rata portion parties that this Agreement is entered into in the State of the Xxxxxxx Money Ohio and any interest earned thereon such legal action shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless brought in such Xxxxxxx Money is state court in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Xxxxx County, Ohio as Escrow Agent shall return the undrawn letter of credit determine to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAhave jurisdiction thereof.

Xxxxxxx Money. Within two (2) Business Days after of the date Effective Date, Purchaser will deliver to Chicago Title Insurance Company, Attention: Xxxxx Xxxxx, 00000 XX 0xx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxxxx 00000 (the “Title Company”), as escrow agent, a clean, irrevocable and unconditional letter of this Agreement, credit for the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 account of Purchaser from a creditworthy commercial bank selected by Purchaser (“Purchaser’s Letter of Credit”) in the amount of ONE MILLION DOLLARS ($1,000,000.00) as xxxxxxx money (the “Initial Xxxxxxx Money”). The Xxxxxxx Money expiry date of Purchaser’s Letter of Credit shall not be before December 31, 2019, and the beneficiary of Purchaser’s Letter of Credit shall be in the form Title Company. Within one (1) Business Day after the expiration of either the Inspection Period (a) immediately available funds by wire transfer as defined below), if Purchaser has delivered a Notice to Proceed (as defined below), Purchaser shall deposit with the Title Company an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to TWO MILLION DOLLARS ($2,000,000.00) in Immediately Available Funds (the “Replacement Xxxxxxx Money”), which upon deposit shall be deemed the “Initial Xxxxxxx Money” for all purposes under this Agreement and which the Title Company will deposit and hold in an interest bearing account. To Upon Title Company’s receipt of the wire transfer of the Replacement Xxxxxxx Money in Immediately Available Funds, the Title Company shall promptly return the Purchaser’s Letter of Credit to Purchaser. If Purchaser does not timely deliver the Purchaser’s Letter of Credit as provided in this Section 3, then this Agreement shall be null and void, and neither party shall have any right or obligation hereunder. For the purpose of this Agreement, the term “Xxxxxxx Money” shall mean the Initial Xxxxxxx Money, either as the Purchaser’s Letter of Credit or to the extent then on deposit with Escrow Agent, the Replacement Xxxxxxx Money Money, and any interest earned thereon. If the transaction contemplated by this Agreement is in the form of immediately available funds by wire transferclosed, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent then the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with applied toward payment of the Escrow Agent acceptable Purchase Price to be paid at Closing. If the Buyer and transaction is not closed, then the Sellers and shall be held in escrow Title Company will disburse the Xxxxxxx Money in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAAgreement.

Xxxxxxx Money. Within Purchaser shall deliver to the Title Company (as defined in Section 6.1) within two (2) Business Days after the date business days following delivery to Purchaser of an executed counterpart of this AgreementAgreement to the Title Company by Seller and Purchaser, the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and sum of TWO HUNDRED THOUSAND AND NO/100 DOLLARS ($200,000.00) by wire transfer of immediately available funds (the Other PSAs equal to $150,000,000 (“"Xxxxxxx Money”"). The Xxxxxxx Money shall be invested by the Title Company in the form of either (a) immediately available funds by wire transfer to an a short-term interest-bearing account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably financial institution acceptable to Sellers Seller and issued Purchaser insured by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary the Federal Deposit Insurance Corporation. Seller shall have the right and having a face amount equal to the Xxxxxxx Money. To the extent option of terminating this Agreement if the Xxxxxxx Money is in not delivered to the form Title Company within the time limits set forth above. The interest derived from investment of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will shall be deposited by Escrow Agent in an interest-bearing account with added to and become a part of the Escrow Agent acceptable to the Buyer and the Sellers Xxxxxxx Money and shall be held in escrow disbursed by the Title Company to the party who is entitled to receive the Xxxxxxx Money in accordance with the applicable provisions hereof. If this Agreement is not terminated by Purchaser during the Inspection Period pursuant to Sections 4.1, 4.2 or 4.4 below, upon expiration of Section 14.5. All interest earned on the Inspection Period (i) the Xxxxxxx Money while held by Escrow Agent plus the accrued interest thereon shall be paid deemed earned by Seller and become non-refundable to Purchaser under all event and circumstances except for a subsequent default by Seller under this Agreement in which event the party Xxxxxxx Money shall be refundable to whom Purchaser pursuant to Section 8.1 below, and (ii) Seller and Purchaser hereby authorize, direct and instruct the Title Company to disburse the Xxxxxxx Money plus the accrued interest thereon to Seller. After the Xxxxxxx Money is paiddisbursed to Seller, except that if Seller may use the Closing occursXxxxxxx Money in its discretion, subject to the Buyer shall receive a credit for such interest in accordance with Section 2.2(b)provisions of this Agreement. At no time shall Seller be obligated to pay, account for, or accrue for the Closing and each Other PSA Closing, a pro rata benefit of Purchaser any interest or other sum on any portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case held by Seller. Seller may commingle the Xxxxxxx Money held by Seller with Seller funds and shall not be so applied and the Escrow Agent shall return the undrawn letter of credit obligated to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata hold any portion of the Xxxxxxx Money released at in a segregated or trust account. If the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) sale of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term Property is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable consummated pursuant to the Master PSA terms of this Agreement, the Xxxxxxx Money shall be applied by Seller to the payment of Purchase Price at the time Closing. If Purchaser is entitled to the return of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) Xxxxxxx Money in accordance with Section 14.33 the terms of this Agreement, the Xxxxxxx Money shall be returned to Purchaser upon satisfaction of the Master PSAconditions set forth in Section 10.12 below.

Xxxxxxx Money. Within two (2a) Business Days after the date Contemporaneously with its execution of this Agreement, Buyer has paid to the Buyer shall deposit with Escrow Agent an aggregate amount under $4,059,810 (together with the interest or other earnings thereon, the “Xxxxxxx Money”) pursuant to this Agreement and the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”)Escrow Agreement. The Xxxxxxx Money shall be in In the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if event the Closing occurs, the Buyer Xxxxxxx Money shall receive a credit for such interest be credited against the Purchase Price as provided in Section 11.5(a) and shall remain in escrow as the Indemnity Escrow Amount. If the Closing does not occur, the Parties shall instruct the Escrow Agent to pay the Xxxxxxx Money to Seller or Buyer, as applicable, in accordance with this Section 2.2(b)3.3. (b) In the event an Xxxxxxx Money Retention Event occurs, the Parties shall instruct the Escrow Agent to pay the Xxxxxxx Money to Seller, which shall serve as liquidated damages in lieu of all other damages (and as Seller’s sole remedy in such event) unless Seller (in its sole discretion) pursues specific performance pursuant to Section 15.10. At The Parties hereby acknowledge that the Closing extent of damages to Seller occasioned by such Xxxxxxx Money Retention Event would be impossible or extremely impractical to ascertain and each Other PSA Closing, a pro rata portion that the amount of the Xxxxxxx Money is a fair and any interest earned thereon shall be applied to reasonable estimate of such damages under the Cash Consideration Amount to be paid at circumstances. (c) In the event the Closing pursuant to this Agreement does not occur and each Other PSA (unless such the Xxxxxxx Money is in not paid to Seller pursuant to the form foregoing provisions of a letter of credit in which case this Section 3.3, the Parties shall instruct the Escrow Agent to pay the Xxxxxxx Money to Buyer. (d) For federal income tax purposes, any interest or other earnings on the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter treated as income of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSABuyer.

Xxxxxxx Money. Within two (2day(s) Business Days after the date Binding Agreement Date of this AgreementAgreement (defined below), Buyer is to deposit $ in xxxxxxx money (the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”). The Xxxxxxx Money shall be in the form of either ) with Community Title Company, LLC, 0000 Xxxxxx Xxxxxx Xx, Suite 201, Nashville, TN 37215 (a“Holder”) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid total Purchase Price at closing. In the Closing pursuant to this Agreement and each Other PSA (unless such event Xxxxxxx Money is not timely received by Holder or Xxxxxxx Money check or other instrument is not honored by the bank upon which it is drawn for any reason, Holder shall promptly notify Buyer and Seller of Buyer’s failure to deposit the agreed upon Xxxxxxx Money. Buyer shall then have one (1) day to deliver Xxxxxxx Money in immediately available funds to Holder. In the form of a letter of credit in which case event Buyer does not deliver such funds, Seller shall have the right to terminate this Agreement by delivery to Buyer or Buyer’s representative written notice. In the event Buyer delivers the Xxxxxxx Money in immediately available funds to Holder before Seller elects to terminate, Seller shall not be so applied deemed to have waived his right to terminate, and the Escrow Agent Agreement shall return remain in full force and effect. Xxxxxxx money is to be deposited promptly after the undrawn letter Binding Agreement Date or the agreed upon delivery date in this Xxxxxxx Money paragraph. Holder shall disburse Xxxxxxx Money only as follows: (a) at Closing to be applied as a credit toward Buyer’s Purchase Price; (b) upon a written agreement signed by all parties having an interest in the funds; (c) upon order of credit a court or arbitrator having jurisdiction over any dispute involving the Xxxxxxx Money; (d) upon a reasonable interpretation of the Agreement; or (e) upon the filing of an interpleader action with payment to be made to the Buyer clerk of the court having jurisdiction over the matter. Holder shall be reimbursed for, and Buyer may deduct from funds interpleaded, its costs and expenses, including reasonable attorney’s fees. The prevailing party in the interpleader action shall deliver be entitled to collect from the other party the costs and expenses reimbursed to Holder. No party shall seek damages from Holder (nor shall Holder be liable for the same) for any matter arising out of or related to the Escrow Agent a replacement letter performance of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Holder’s duties under this Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAparagraph.