Common use of Escrow Accounts Clause in Contracts

Escrow Accounts. (a) Buyer shall place the Indemnity Deposit Amount into an escrow account (or separate escrow accounts) (the "Indemnification Escrow Account") pursuant to the Escrow Agreement (as defined below). Subject to the other provisions of this Section 2.4, the Indemnity Deposit Amount shall be maintained to provide Buyer with payment of indemnification claims that may become owing by the Class A Unit Holders under the provisions of this Agreement. Such escrow will be established pursuant to an escrow agreement, dated the date hereof (the "Escrow Agreement") among Buyer, Sellers, Young and Comerica Securities, Inc. (the "Escrow Agent") in a form agreed to by Buyer, Sellers, Young and the Escrow Agent. The Indemnity Deposit Amount, together with the McEntire Indemnity Escrow Share to be delivered to the Escrow Agent xxxxxxxx to Section 2A.4, constitute the Indemnification Escrow Amount. On the first anniversary of the Closing and subject to the last sentence of this Section 2.4(a), any portion of the Indemnification Escrow Amount that has not been released to Buyer for the payment of such amounts as may be due under Section 9.2 and are not subject to pending indemnification claims shall be released to the Class A Unit Holders in their respective percent participation in the Indemnification Escrow Account and in accordance with the terms of the Escrow Agreement. Any portion of the Indemnification Escrow Amount that is not so released pending an indemnification claim shall be released when the claim is resolved. Anything in this Section 2.4(a) to the contrary notwithstanding, (i) the Tax Contingency Escrow Amount shall remain in the Indemnification Escrow Account until the later to occur of (x) the lapse of all applicable statutes of limitations for any claims relating to the Contingent Tax Liabilities or (y) the final termination of any audit relating to the Contingent Tax Liabilities if such audit shall have commenced prior to the occurrence of (x); provided that, after the first anniversary of the Closing, the Class A Unit Holders may substitute for the Tax Contingency Amount in escrow an irrevocable letter of credit for the benefit of Buyer in a form reasonably satisfactory to Buyer, for a term no shorter than the term that would have applied to the escrow of such Tax Contingency Amount in the absence of such substitution and in an amount equal to the Tax Contingency Escrow Amount and (ii) the Lease Claims Amount shall remain in the Indemnification Escrow Account until the earlier to occur of (x) the receipt by Buyer of releases duly executed by the lessors under the Transferred Leases, releasing each member of the ProTrader Group, which is the lessee or is otherwise liable under the applicable Transferred Lease from the Lease Claims, (y) the lapse of all applicable statutes of limitations for any claims relating to the Lease Claims or (z) the termination of all Transferred Leases and the receipt by Buyer of evidence (in a form reasonably satisfactory to Buyer) that all rent owed and other amounts due under the Transferred Leases have been paid in full.

Escrow Accounts. (a) Buyer Subservicer shall place take all actions necessary to ensure that each Mortgage Loan Escrow Account is maintained in an FDIC insured depository institution in accordance with Agency Requirements and Applicable Law. Subservicer shall be responsible for all matters relating to the Indemnity Deposit Amount into an escrow account (or separate escrow accounts) (administration of the "Indemnification Escrow Account") pursuant Accounts, including without limitation: the deposit of funds to the Escrow Agreement (as defined below). Subject Accounts no later than the next Business Day after receipt; the disbursement of funds to the other provisions of this Section 2.4, the Indemnity Deposit Amount shall be maintained to provide Buyer with proper parties when and if due in payment of indemnification claims that may become owing the items for which such Escrow Accounts are established; payment of interest to Borrowers on funds deposited into such Escrow Accounts to the extent required by Applicable Law (and Subservicer shall receive reimbursement from the Class A Unit Holders under Servicer for its payment of interest to Borrowers on funds deposited into such Escrow Account in accordance with this Agreement); and maintenance of all books and records with respect to such Escrow Accounts, all in accordance with Applicable Law and Agency Requirements. If, on the provisions effective date of this Agreement. Such escrow will be established pursuant , Subservicer obtains sufficient Agency approval to an escrow agreementtransfer, dated the date hereof (the "Escrow Agreement") among Buyer, Sellers, Young and Comerica Securities, Inc. (the "Escrow Agent") in a form agreed to by Buyer, Sellers, Young and does transfer the Escrow AgentAccounts from their current depository institution to Chase Manhattan Bank, USA, N.A., then Servicer shall have the right to all actual interest income and other benefits derived from the Escrow Accounts. The Indemnity Deposit AmountIn the event that Subservicer is unable to obtain sufficient Agency approval to transfer the Escrow Accounts from their current depository institution to Chase Manhattan Bank, USA, N.A. as of the effective date of this Agreement, then until such transfer is able to be accomplished, Subservicer shall have the right to all actual interest income derived from the Escrow Accounts, and shall pay Servicer monthly, together with the McEntire Indemnity Escrow Share remittance of the servicing fee to be delivered Servicer, interest on the funds maintained in such accounts at a rate equal to the 30-day LIBOR rate less one quarter of one percent. Unless transferred as noted above, the Escrow Agent xxxxxxxx to Section 2A.4, constitute Accounts shall be maintained in the Indemnification Escrow Amount. On the first anniversary accounts that exists as of the Closing and subject to the last sentence date of execution of this Section 2.4(aAgreement (unless otherwise moved with the prior approval of Servicer), any portion . Escrow Accounts shall be established in the name of Subservicer and titled as mutually agreed by the Indemnification Escrow Amount that has not been released to Buyer parties for the payment benefit of Servicer, the Agency and the Borrowers, as their interest appear. Servicer shall permit Subservicer to have access to such amounts as may be due under Section 9.2 Escrow Accounts to make deposits and are not subject to pending indemnification claims shall be released to the Class A Unit Holders in their respective percent participation in the Indemnification Escrow Account and disbursements in accordance with the terms of the Escrow this Agreement. Any portion of the Indemnification Subservicer shall provide all statements with regard to such Escrow Amount that is Accounts as required in compliance with Applicable Law, including but not so released pending an indemnification claim shall be released when the claim is resolved. Anything in this Section 2.4(a) limited to the contrary notwithstanding, (i) the Tax Contingency Escrow Amount shall remain in the Indemnification Escrow Account until the later to occur of (x) the lapse of all applicable statutes of limitations for any claims relating to the Contingent Tax Liabilities or (y) the final termination of any audit relating to the Contingent Tax Liabilities if such audit shall have commenced prior to the occurrence of (x); provided that, after the first anniversary of the Closing, the Class A Unit Holders may substitute for the Tax Contingency Amount in escrow an irrevocable letter of credit for the benefit of Buyer in a form reasonably satisfactory to Buyer, for a term no shorter than the term that would have applied to the escrow of such Tax Contingency Amount in the absence of such substitution and in an amount equal to the Tax Contingency Escrow Amount and (ii) the Lease Claims Amount shall remain in the Indemnification Escrow Account until the earlier to occur of (x) the receipt by Buyer of releases duly executed by the lessors under the Transferred Leases, releasing each member of the ProTrader Group, which is the lessee or is otherwise liable under the applicable Transferred Lease from the Lease Claims, (y) the lapse of all applicable statutes of limitations for any claims relating to the Lease Claims or (z) the termination of all Transferred Leases and the receipt by Buyer of evidence (in a form reasonably satisfactory to Buyer) that all rent owed and other amounts due under the Transferred Leases have been paid in fullRESPA.

Escrow Accounts. Concurrent with the Effective Time, the Parent shall deduct from the Merger Consideration due to the Preferred Shareholders and deposit (ai) Buyer shall place $500,000 (such amount, the “General Indemnity Deposit Amount Escrow Amount”), which amount corresponds to fifty percent (50%) of the amount of the retention under the Special Policy, in immediately available funds into an escrow account (or which may be a separate escrow accountssub-account) (the "Indemnification “General Indemnity Escrow Account"”) pursuant to (ii) the Tax Indemnity Escrow Agreement (as defined below). Subject to the other provisions of this Section 2.4, the Indemnity Deposit Amount shall be maintained to provide Buyer with payment of indemnification claims that may become owing by the Class A Unit Holders under the provisions of this Agreement. Such escrow will be established pursuant to in immediately available funds into an escrow agreement, dated the date hereof account (which may be a separate sub-account) (the "“Tax Indemnity Escrow Agreement"Account”), (iii) among Buyer, Sellers, Young and Comerica Securities, Inc. the Litigation Indemnity Escrow Amount in immediately available funds into an escrow account (which may be a separate sub-account) (the "“Litigation Indemnity Escrow Agent"Account”), (iv) the Appraisal Indemnity Escrow Amount in immediately available funds into an escrow account (which may be a form agreed to by Buyer, Sellers, Young and separate sub-account) (the “Appraisal Indemnity Escrow Agent. The Indemnity Deposit AmountAccount,” and, together with the McEntire General Indemnity Escrow Share Account, the Tax Indemnity Escrow Account and the Litigation Indemnity Escrow Account, the “Indemnity Escrow Accounts”) and (iv) $1,500,000 (such amount, the “Adjustment Escrow Amount”) in immediately available funds into an escrow account (which may be a separate sub-account) (the “Adjustment Escrow Account,” and, together with the Indemnity Escrow Accounts, the “Escrow Accounts”), each such Escrow Account to be delivered to established and maintained by the Escrow Agent xxxxxxxx to Section 2A.4, constitute the Indemnification Escrow Amount. On the first anniversary of the Closing and subject pursuant to the last sentence terms and conditions of this Section 2.4(a)an escrow agreement substantially in the form of Exhibit E attached hereto, any portion of the Indemnification Escrow Amount that has not been released to Buyer for the payment of with such amounts changes as may be due under Section 9.2 required by the Escrow Agent and are not subject to pending indemnification claims shall be released reasonably acceptable to the Class A Unit Holders in their respective percent participation in Parent and the Indemnification Representative, to be entered into on the Closing Date by the Parent, the Representative and the Escrow Account Agent (the “Escrow Agreement”). The Adjustment Escrow Amount shall serve as the sole security for, and in accordance with the terms source of payment of, any amount payable to Parent or any other Parent Indemnified Party pursuant to Section 1.10(b). All fees and expenses of the Escrow Agreement. Any portion of the Indemnification Escrow Amount that is not so released pending an indemnification claim Agent shall be released when paid by the claim is resolved. Anything Parent Notwithstanding anything contained in this Section 2.4(a) Agreement to the contrary notwithstanding, (i) the Tax Contingency Escrow Amount shall remain in the Indemnification Escrow Account until the later to occur of (x) the lapse of all applicable statutes of limitations for any claims relating to the Contingent Tax Liabilities or (y) the final termination of any audit relating to the Contingent Tax Liabilities if such audit shall have commenced prior to the occurrence of (x); provided that, after the first anniversary of the Closingcontrary, the Class A Unit Holders may substitute for the Tax Contingency Amount in escrow an irrevocable letter of credit for the benefit of Buyer in a form reasonably satisfactory amount payable to Buyereach Preferred Shareholder pursuant to Section 1.02, for a term no shorter than the term that would have applied to the escrow of such Tax Contingency Amount in the absence of such substitution and in as applicable, shall be reduced by an amount equal to the Tax Contingency Escrow Amount and (ii) the Lease Claims Amount shall remain in the Indemnification Escrow Account until the earlier to occur of (x) the receipt by Buyer of releases duly executed Amounts multiplied by the lessors under the Transferred Leases, releasing each member Pro Rata Percentage of the ProTrader Group, which is the lessee or is otherwise liable under the applicable Transferred Lease from the Lease Claims, (y) the lapse of all applicable statutes of limitations for any claims relating to the Lease Claims or (z) the termination of all Transferred Leases and the receipt by Buyer of evidence (in a form reasonably satisfactory to Buyer) that all rent owed and other amounts due under the Transferred Leases have been paid in fullsuch Preferred Shareholder.

Escrow Accounts. (a) Buyer Upon the closing date of the Bonds, the University and the Finance Authority agree that the Proceeds shall place be disbursed as follows upon receipt by the Indemnity Deposit Amount into an escrow account (or separate escrow accounts) Finance Authority of a Requisition for the principal amount of the Bonds; The University shall submit a Requisition substantially in the form attached as Exhibit “A” to the Trustee through the Finance Authority directing the Trustee to transfer a portion of the Proceeds from the Program Account established in accordance with Sections _______ of the Indenture to a "Capital Projects Escrow Account" hereby created and maintained by the Escrow Agent pursuant to this Escrow Agreement in which such University funds will be held for the sole benefit and use of the University for the Project as provided in the resolution authorizing the Bonds adopted by the Board on July 9, 2021 (the "Indemnification ENMU Bond Resolution"). The Finance Authority shall transfer a portion of the Proceeds from the Debt Service Reserve Account established in accordance with Sections _____ of the Indenture to a "Reserve Escrow Account") " hereby created and maintained by the Escrow Agent pursuant to this Escrow Agreement in which the University’s funds will be held for the sole benefit and use of the University as provided in the ENMU Bond Resolution. Once deposited in the respective Escrow Accounts identified in Section 1.a above, the Proceeds shall not be commingled with any other proceeds or funds held by the Trustee for any other purpose, including any purpose under the Indenture, nor shall the Proceeds deposited in the Escrow Accounts be commingled, provided, however, that nothing in this Escrow Agreement (shall prohibit the Escrow Agent from investing the Proceeds held in the Capital Projects Escrow Account together with other proceeds or funds held in capital projects escrow accounts. The Escrow Accounts shall not be subject to warrants, drafts or checks drawn by the University or the Finance Authority but shall be disbursed solely as defined below)set out in Sections 5 through 7 of this Escrow Agreement. Subject The Escrow Agent shall provide to the other provisions Finance Authority and the Finance Authority shall provide to the University an accounting of the Proceeds held on behalf of the University in the Escrow Accounts upon request. The Proceeds received by the Escrow Agent under this Section 2.4, the Indemnity Deposit Amount Escrow Agreement shall be maintained to provide Buyer with payment of indemnification claims that may become owing University funds, but shall not be considered as a banking deposit by the Class A Unit Holders under the provisions of this Agreement. Such escrow will be established pursuant to an escrow agreementUniversity, dated the date hereof (the "Escrow Agreement") among Buyer, Sellers, Young and Comerica Securities, Inc. (the "Escrow Agent") in a form agreed to by Buyer, Sellers, Young and the Escrow AgentAgent shall have no right to title with respect thereto except as Escrow Agent under the terms of this Escrow Agreement. The Indemnity Deposit Amount, together with Escrow Agent shall be subject to all state and federal law requirements governing the McEntire Indemnity Escrow Share to be delivered to deposit of the Proceeds received from the issuance and sale of taxable bonds. The Finance Authority warrants and the University agrees that the Escrow Agent xxxxxxxx to Section 2A.4, constitute the Indemnification Escrow Amount. On the first anniversary Accounts are not part of the Closing Trust Estate defined in and subject to the last sentence of this Section 2.4(a), any portion of the Indemnification Escrow Amount that has not been released to Buyer for the payment of such amounts as may be due under Section 9.2 Indenture and are not subject to pending indemnification claims shall be released any lien or security interest created by the Indenture. Notwithstanding such agreement, the University expressly acknowledges and agrees that its use of the moneys held in the Escrow Accounts is subject to the Class A Unit Holders requirements and restrictions set forth in their respective percent participation in the Indemnification Escrow Account and in accordance with the terms Sections _______ through ______ of the Escrow Agreement. Any portion of the Indemnification Escrow Amount that is not so released pending an indemnification claim shall be released when the claim is resolved. Anything in this Indenture (other than Section 2.4(a5.2(c) with respect to the contrary notwithstanding, (i) the Tax Contingency Reserve Escrow Amount shall remain in the Indemnification Escrow Account until the later to occur of (x) the lapse of all applicable statutes of limitations for any claims relating to the Contingent Tax Liabilities or (y) the final termination of any audit relating to the Contingent Tax Liabilities if such audit shall have commenced prior to the occurrence of (xAccount); provided that, after the first anniversary of the Closing, the Class A Unit Holders may substitute for the Tax Contingency Amount in escrow an irrevocable letter of credit for the benefit of Buyer in a form reasonably satisfactory to Buyer, for a term no shorter than the term that would have applied to the escrow of such Tax Contingency Amount in the absence of such substitution and in an amount equal to the Tax Contingency Escrow Amount and (ii) the Lease Claims Amount shall remain in the Indemnification Escrow Account until the earlier to occur of (x) the receipt by Buyer of releases duly executed by the lessors under the Transferred Leases, releasing each member of the ProTrader Group, which is the lessee or is otherwise liable under the applicable Transferred Lease from the Lease Claims, (y) the lapse of all applicable statutes of limitations for any claims relating to the Lease Claims or (z) the termination of all Transferred Leases and the receipt by Buyer of evidence (in a form reasonably satisfactory to Buyer) that all rent owed and other amounts due under the Transferred Leases have been paid in full.

Escrow Accounts. (a) Buyer At the Closing, Parent shall place the Indemnity Deposit Amount into an deposit with U.S. Bank, National Association (in its capacity as escrow account (or separate escrow accounts) (the "Indemnification Escrow Account") pursuant to the Escrow Agreement (as defined below). Subject to the other provisions of this Section 2.4agent, the Indemnity Deposit Amount shall be maintained to provide Buyer with payment of indemnification claims that may become owing by the Class A Unit Holders under the provisions of this Agreement. Such escrow will be established pursuant to an escrow agreement, dated the date hereof (the "Escrow Agreement") among Buyer, Sellers, Young and Comerica Securities, Inc. (the "Escrow Agent") in a form agreed to by Buyer, Sellers, Young and the Escrow Agent. The Indemnity Deposit Amount, together with the McEntire Indemnity Escrow Share to be delivered to the Escrow Agent xxxxxxxx to Section 2A.4, constitute the Indemnification Escrow Amount. On the first anniversary of the Closing and subject to the last sentence of this Section 2.4(a), any portion of the Indemnification Escrow Amount successor thereto that has not been released to Buyer for the payment of such amounts as may be due under Section 9.2 and are not subject to pending indemnification claims shall be released to the Class A Unit Holders in their respective percent participation in the Indemnification Escrow Account and is appointed in accordance with the terms of the Escrow Agreement. Any , the “Escrow Agent”): (i) a portion of the Indemnification Escrow Amount that is not so released pending an indemnification claim shall be released when the claim is resolved. Anything in this Section 2.4(a) to the contrary notwithstanding, (i) the Tax Contingency Escrow Amount shall remain in the Indemnification Escrow Account until the later to occur of (x) the lapse of all applicable statutes of limitations for any claims relating to the Contingent Tax Liabilities or (y) the final termination of any audit relating to the Contingent Tax Liabilities if such audit shall have commenced prior to the occurrence of (x); provided that, after the first anniversary of the Closing, the Class A Unit Holders may substitute for the Tax Contingency Amount in escrow an irrevocable letter of credit for the benefit of Buyer in a form reasonably satisfactory to Buyer, for a term no shorter than the term that would have applied to the escrow of such Tax Contingency Amount in the absence of such substitution and in an amount Cash Merger Consideration equal to the Tax Contingency Working Capital Escrow Amount and (ii) a portion of the Lease Claims Amount Stock Merger Consideration equal to the amount of the Indemnification Escrow Amount, and the same shall remain be subject to reduction on the six-month anniversary of the Closing pursuant to the Escrow Agreement (the accounts into which such amounts are deposited, the “Working Capital Escrow Account” and the “Indemnification Escrow Account,” respectively). The Working Capital Escrow Account shall be used to exclusively satisfy amounts payable to Parent, if any, pursuant to Section 2.8, and, other than as provided in Section 2.8(e)(ii), the Indemnification Escrow Account until the earlier shall be used to occur of (x) the receipt by Buyer of releases duly executed by the lessors under the Transferred Leases, releasing each member exclusively satisfy any claims of the ProTrader GroupParent Indemnitees for indemnification pursuant to Section 10.2(a) made from and after Closing but prior to the respective Indemnity Termination Date. Any funds or Escrow Shares in the Working Capital Escrow Account or the Indemnification Escrow Account not so used shall be distributed in accordance with the Escrow Agreement to the Members’ Representative, which is funds or Escrow Shares shall be allocated among the lessee Members in accordance with Exhibit G (as updated pursuant to Section 2.4(f)). Except as otherwise expressly stated in this Agreement or is otherwise liable under the applicable Transferred Lease from Escrow Agreement, the Lease Claims, (y) Escrow Shares shall be valued at the lapse of all applicable statutes of limitations for any claims relating to the Lease Claims or (z) the termination of all Transferred Leases and the receipt by Buyer of evidence (in a form reasonably satisfactory to Buyer) that all rent owed and other amounts due under the Transferred Leases have been paid in fullAverage Stock Closing Price.

Escrow Accounts. (a) Buyer On the Closing Date, Computone shall place the Indemnity Deposit Amount into an escrow account (or separate escrow accounts) (the "Indemnification Escrow Account") pursuant shall cause its transfer agent to the Escrow Agreement (as defined below). Subject to the other provisions of this Section 2.4, the Indemnity Deposit Amount shall be maintained to provide Buyer deposit with payment of indemnification claims that may become owing by the Class A Unit Holders under the provisions of this Agreement. Such escrow will be established pursuant to an escrow agreement, dated the date hereof (the "Escrow Agreement") among Buyer, Sellers, Young and Comerica Securities, Inc. (the "Escrow Agent") in a form agreed to by Buyer, Sellers, Young and the Escrow Agent. The Indemnity Deposit Amount, together with the McEntire Indemnity Escrow Share to be delivered to the Escrow Agent xxxxxxxx to Section 2A.4, constitute the Indemnification Escrow Amount. On the first anniversary of the Closing and subject to the last sentence of this Section 2.4(a), any portion of the Indemnification Escrow Amount that has not been released to Buyer for the payment of such amounts as may be due under Section 9.2 and are not subject to pending indemnification claims shall be released to the Class A Unit Holders in their respective percent participation in the Indemnification Escrow Account and in accordance with the terms of the Escrow Agreement. Any portion of the Indemnification Escrow Amount that is not so released pending an indemnification claim shall be released when the claim is resolved. Anything in this Section 2.4(a) to the contrary notwithstanding, (i) the Tax Contingency Escrow Amount shall remain Shares in the Indemnification Stock Escrow Account until the later to occur of (x) the lapse of all applicable statutes of limitations for any claims relating to the Contingent Tax Liabilities or (y) the final termination of any audit relating to the Contingent Tax Liabilities if such audit shall have commenced prior to the occurrence of (x); provided that, after the first anniversary of the Closing, the Class A Unit Holders may substitute for the Tax Contingency Amount in escrow an irrevocable letter of credit for the benefit of Buyer in a form reasonably satisfactory to Buyer, for a term no shorter than the term that would have applied to the escrow of such Tax Contingency Amount in the absence of such substitution and in an amount equal to the Tax Contingency Escrow Amount and (ii) the Lease Claims Amount shall remain Escrow Cash in the Indemnification Cash Escrow Account. The Escrow Shares allocable to a Shareholder shall be delivered by Computone or Computone's transfer agent to the Escrow Agent in the form of duly authorized stock certificates issued in the respective names of each Shareholder as set forth on Exhibit A hereto, together with endorsed stock powers. The Stock Escrow Account until and the earlier Cash Escrow Account shall each be held as a trust fund and shall not be subject to occur any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto. The Escrow Agent agrees to accept delivery of the Escrow Shares and to hold the Escrow Shares in the Stock Escrow Account, and the Escrow Agent agrees to accept delivery of the Escrow Cash and to hold the Escrow Cash in the Cash Escrow Account, in each case subject to the terms and conditions of this Agreement. Pending the disposition of the Escrow Cash and any cash from time to time in the Stock Escrow Account (xcollectively, the "Funds") the receipt by Buyer of releases duly executed by the lessors under Escrow Agent pursuant to this Agreement, the Transferred Leases, releasing each member Escrow Agent agrees to invest the Funds in short-term obligations of the ProTrader Group, which is United States Government or overnight repurchase agreements. All interest earned on the lessee investment of such Funds pursuant hereto shall be reinvested by the Escrow Agent in short-term obligations of the United States Government or is otherwise liable under the applicable Transferred Lease from the Lease Claims, (y) the lapse of all applicable statutes of limitations for any claims relating to the Lease Claims or (z) overnight repurchase agreements until the termination of all Transferred Leases this Agreement at which time such interest shall be paid to (i) the Shareholders to the extent the interest is attributable to Funds that are disbursed pursuant to this Agreement to the Shareholders and (ii) to the receipt by Buyer of evidence (in a form reasonably satisfactory Indemnified Persons to Buyer) the extent the interest is attributable to Funds that all rent owed and other amounts due under are disbursed pursuant to this Agreement to the Transferred Leases have been paid in fullIndemnified Persons.

Escrow Accounts. (a) Buyer shall place At the Indemnity Deposit Amount into an escrow account (or separate escrow accounts) (the "Indemnification Escrow Account") pursuant to the Escrow Agreement (as defined below). Subject to the other provisions of this Section 2.4Closing, the Indemnity Deposit Amount Buyer and Parent shall be maintained to provide Buyer deposit with payment of indemnification claims that may become owing by the Class A Unit Holders under the provisions of this Agreement. Such U.S. Bank, National Association (in its capacity as escrow will be established pursuant to an escrow agreementagent, dated the date hereof (the "Escrow Agreement") among Buyer, Sellers, Young and Comerica Securities, Inc. (the "Escrow Agent") in a form agreed to by Buyer, Sellers, Young and the Escrow Agent. The Indemnity Deposit Amount, together with the McEntire Indemnity Escrow Share to be delivered to the Escrow Agent xxxxxxxx to Section 2A.4, constitute the Indemnification Escrow Amount. On the first anniversary of the Closing and subject to the last sentence of this Section 2.4(a), any portion of the Indemnification Escrow Amount successor thereto that has not been released to Buyer for the payment of such amounts as may be due under Section 9.2 and are not subject to pending indemnification claims shall be released to the Class A Unit Holders in their respective percent participation in the Indemnification Escrow Account and is appointed in accordance with the terms of the Escrow Agreement. Any , the “Escrow Agent”) a portion of the Cash Consideration in the amount of $3,000,000 (the “Purchase Price Escrow Amount”) and a portion of the Stock Consideration equal to a number of shares of Stock Consideration equal to $81,771,937 (valued at the SBA Average Closing Price) (the “Indemnification Escrow Amount that is not so released pending an indemnification claim Amount”) and the same shall be released when subject to reduction on the claim is resolved. Anything in this Section 2.4(a) six-month anniversary of the Closing pursuant to the contrary notwithstandingEscrow Agreement (the accounts into which such amounts are deposited, (i) the Tax Contingency “Purchase Price Escrow Amount Account” and the “Indemnification Escrow Account,” respectively). The Purchase Price Escrow Account shall remain be used to exclusively satisfy amounts payable to Buyer, if any, pursuant to Section 2.6, and, other than as provided in Section 2.6(g), the Indemnification Escrow Account until the later shall be used to occur of (x) the lapse of all applicable statutes of limitations for exclusively satisfy any claims relating to the Contingent Tax Liabilities or (y) the final termination of any audit relating to the Contingent Tax Liabilities if such audit shall have commenced prior to the occurrence of (x); provided that, after the first anniversary of the Closing, Buyer Indemnified Parties for indemnification pursuant to Section 10.2(a) made from and after Closing but on or before the Class A Unit Holders may substitute for expiration of the Tax Contingency Amount in escrow an irrevocable letter of credit for the benefit of Buyer in a form reasonably satisfactory to Buyer, for a term no shorter than the term that would have applied to the escrow of such Tax Contingency Amount Escrow Period. Any funds or Escrow Shares in the absence of such substitution and in an amount equal to the Tax Contingency Purchase Price Escrow Amount and (ii) the Lease Claims Amount shall remain in Account or the Indemnification Escrow Account until not so used shall be distributed to Sellers, pro rata in accordance with the earlier to occur of (x) the receipt by Buyer of releases duly executed by the lessors under the Transferred Leases, releasing each member percentages set forth in Section C of the ProTrader Group, Company Disclosure Schedule (which is the lessee or is otherwise liable under the applicable Transferred Lease from the Lease Claims, (y) the lapse of all applicable statutes of limitations for any claims relating percentages may be adjusted by Sellers pursuant to the Lease Claims or (z) Sellers Letter Agreement), in accordance with the termination of all Transferred Leases and the receipt by Buyer of evidence (in a form reasonably satisfactory to Buyer) that all rent owed and other amounts due under the Transferred Leases have been paid in fullEscrow Agreement.

Escrow Accounts. (aThe Escrow Amounts to be deposited with the Escrow Agent pursuant to Section 2.3(b) Buyer shall place the Indemnity Deposit Amount into each be held in an escrow account (or separate escrow accounts) (the "Indemnification “Indemnity Escrow Account") pursuant to ” and the “Working Capital Escrow Agreement (as defined below). Subject to the other provisions of this Section 2.4Account,” respectively, and, collectively, the Indemnity Deposit Amount shall be maintained to provide Buyer with payment of indemnification claims that may become owing by the Class A Unit Holders under the provisions of this Agreement. Such escrow will be established pursuant to an escrow agreement, dated the date hereof (the "“Escrow Agreement"Accounts”) among Buyer, Sellers, Young and Comerica Securities, Inc. (the "Escrow Agent") in a form agreed to by Buyer, Sellers, Young and the Escrow Agent. The Indemnity Deposit Amount, together with the McEntire Indemnity Escrow Share to be delivered to the Escrow Agent xxxxxxxx to Section 2A.4, constitute the Indemnification Escrow Amount. On the first anniversary of the Closing and subject to the last sentence of this Section 2.4(a), any portion of the Indemnification Escrow Amount that has not been released to Buyer for the payment of such amounts as may be due under Section 9.2 and are not subject to pending indemnification claims shall be released to the Class A Unit Holders in their respective percent participation in the Indemnification Escrow Account and in accordance with the terms of this Agreement and the Escrow Agreement. Any portion of the Indemnification The Indemnity Escrow Amount that is not so released pending an indemnification claim shall be released when and paid on the claim is resolvedtwelve (12) month anniversary of Closing (the “Escrow Termination Date”) in accordance with the terms of this Agreement and the Escrow Agreement. Anything in this Section 2.4(a) to the contrary notwithstanding, Each Party agrees that for all Tax purposes: (i) the Tax Contingency Escrow Amount shall remain in right of the Indemnification Escrow Account until the later to occur of (x) the lapse of all applicable statutes of limitations for any claims relating Seller to the Contingent Tax Liabilities or (y) the final termination of any audit relating to the Contingent Tax Liabilities if such audit Escrow Amounts shall have commenced prior to the occurrence of (x); provided that, after the first anniversary be treated as deferred contingent purchase price eligible for installment treatment under Section 453 of the ClosingCode and any corresponding provision of foreign, the Class A Unit Holders may substitute for the Tax Contingency Amount in escrow an irrevocable letter of credit for the benefit of Buyer in a form reasonably satisfactory to Buyerstate or local Law, for a term no shorter than the term that would have applied to the escrow of such Tax Contingency Amount in the absence of such substitution and in an amount equal to the Tax Contingency Escrow Amount and as appropriate, (ii) the Lease Claims Amount Purchaser shall remain be treated as the owner of the Escrow Accounts, and all interest and earnings earned from the investment and reinvestment of the Escrow Amounts, if any, or any portion thereof, shall be allocable to the Purchaser pursuant to Section 468B(g) of the Code and Proposed Treasury Regulation Section 1.468B-8, (iii) if and to the extent any amount of the Escrow Amounts is actually distributed to the Seller, interest may be imputed on such amount payable to the Seller, as required by Section 483 or 1274 of the Code, and (iv) in the Indemnification Escrow Account until event that the earlier to occur total amount of (x) any interest and earnings on the receipt by Buyer of releases duly executed by the lessors under the Transferred Leases, releasing each member portion of the ProTrader Group, which Escrow Amounts that is the lessee or is otherwise liable under the applicable Transferred Lease from the Lease Claims, (y) the lapse of all applicable statutes of limitations for any claims relating paid to the Lease Claims Seller exceeds the imputed interest, such interest shall be treated as interest or other income and not as purchase price. Clause (ziv) of the termination preceding sentence is intended to ensure that the right of all Transferred Leases the Seller to the Escrow Amounts and any interest and earnings earned thereon is not treated as a contingent payment without a stated maximum selling price under Section 453 of the Code and the receipt by Buyer of evidence (in a form reasonably satisfactory to Buyer) that all rent owed and other amounts due under Treasury Regulations promulgated thereunder. No Party shall take any action or filing position inconsistent with the Transferred Leases have been paid in fullforegoing.

Escrow Accounts. The Issuers and each of the Holders by acceptance of the Notes hereby and authorizes and directs the Trustee to enter into the Escrow Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewith. Notwithstanding anything to the contrary in this Indenture, on the Issue Date substantially concurrently with the issuance of the Initial Notes, the Issuers shall cause to be deposited the gross proceeds of the offering of (ai) Buyer shall place the Indemnity Deposit Amount into an escrow account (or separate escrow accounts) (the "Indemnification Escrow Account") Initial Dollar Notes, pursuant to the Escrow Agreement (as defined below). Subject to the other provisions of this Section 2.4, the Indemnity Deposit Amount shall be maintained to provide Buyer with payment of indemnification claims that may become owing by the Class A Unit Holders under the provisions of this Agreement. Such escrow will be established pursuant to an escrow agreement, dated the date hereof (the "Escrow Agreement") among Buyer, Sellers, Young and Comerica Securities, Inc. (the "Escrow Agent") in a form agreed to by Buyer, Sellers, Young and the Escrow Agent. The Indemnity Deposit Amount, together with the McEntire Indemnity Escrow Share to be delivered to the Escrow Agent xxxxxxxx to Section 2A.4, constitute the Indemnification Escrow Amount. On the first anniversary of the Closing and subject to the last sentence of this Section 2.4(a), any portion of the Indemnification Escrow Amount that has not been released to Buyer for the payment of such amounts as may be due under Section 9.2 and are not subject to pending indemnification claims shall be released to the Class A Unit Holders in their respective percent participation in the Indemnification Escrow Account and in accordance with the terms of the Escrow Agreement. Any portion of the Indemnification Escrow Amount that is not so released pending , into an indemnification claim shall be released when the claim is resolved. Anything in this Section 2.4(a) to the contrary notwithstanding, (i) the Tax Contingency Escrow Amount shall remain in the Indemnification Escrow Account until (such deposited proceeds and any other funds or other property from time to time held by the later to occur of (x) Escrow Agent in such Escrow Account for the lapse of all applicable statutes of limitations for any claims relating to the Contingent Tax Liabilities or (y) the final termination of any audit relating to the Contingent Tax Liabilities if such audit shall have commenced prior to the occurrence of (x); provided that, after the first anniversary of the ClosingInitial Dollar Notes, the Class A Unit Holders may substitute for the Tax Contingency Amount in escrow an irrevocable letter of credit for the benefit of Buyer in a form reasonably satisfactory to Buyer, for a term no shorter than the term that would have applied to the escrow of such Tax Contingency Amount in the absence of such substitution and in an amount equal to the Tax Contingency “Dollar Escrow Amount Property”) and (ii) the Lease Claims Amount Initial Euro Notes, pursuant to the terms of the Escrow Agreement, into an Escrow Account (such deposited proceeds and any other funds or other property from time to time held by the Escrow Agent in such Escrow Account for the Initial Euro Notes, the “Euro Escrow Property” and, together with the Dollar Escrow Property, the “Escrow Property”). The Issuers shall remain grant the Trustee, for its benefit and the benefit of the Holders, subject to certain Liens of the Escrow Agent as set forth in the Indemnification Escrow Agreement, a first-priority security interest in each Escrow Account until the earlier and all deposits and investment property therein to occur of (x) the receipt by Buyer of releases duly executed by the lessors under the Transferred Leases, releasing each member secure all Obligations in respect of the ProTrader GroupInitial Dollar Notes and the Initial Euro Notes, which is respectively, including in each case the lessee or is otherwise liable under payment of the Special Mandatory Redemption Price; provided that each such Lien and security interest shall automatically be released and terminate at such time as the applicable Transferred Lease Escrow Property is released from the Lease Claimsapplicable Escrow Account (it being understood that, (y) for the lapse avoidance of all applicable statutes of limitations for any claims relating doubt and notwithstanding anything to the Lease Claims or (z) contrary, such Liens and security interests granted in favor of the termination of all Transferred Leases Trustee for its benefit and the receipt by Buyer benefit of evidence (the Holders, and such Liens of the Escrow Agent, in a form reasonably satisfactory each case pursuant to Buyer) that all rent owed and other amounts due the terms of the Escrow Agreement, shall be permitted under the Transferred Leases have been paid in fullthis Indenture).

Escrow Accounts. (a) Buyer shall place the Indemnity Deposit Amount into an All of Fine Host's interest in all existing and future escrow account (or separate escrow accounts) (the "Indemnification Escrow Account") pursuant accounts established hereunder with respect to the Escrow Agreement (as defined below). Subject to Property including, but not limited to, escrows established for the other provisions of this Section 2.4, the Indemnity Deposit Amount shall be maintained to provide Buyer with payment of indemnification claims that may become owing by the Class A Unit Holders under the provisions of this Agreement. Such escrow will be established pursuant to an escrow agreementtaxes, dated the date hereof insurance, liens and encumbrances (the "Escrow AgreementAccounts") among Buyer); and Claims and Awards All the estate, Sellersinterest, Young right, title, other claim or demand, including claims or demands with respect to the proceeds of insurance and Comerica Securitiesany and all awards made for the taking by eminent domain, Inc. or by any proceeding or purchase in lieu thereof, of the whole or any part of the Mortgaged Estate (the "Claims and Awards"), and Fine Host hereby authorizes, directs and empowers the Administrative Agent, at its option, on Fine Host's behalf, and upon the occurrence and during the continuance of any Event of Default, to adjust, compromise, claim, collect and receive such proceeds and to give proper receipts and acquittances therefor. The Rents, Derivative Interests, Improvements, Personal Property, Intangibles, Escrow Accounts and Claims and Awards are collectively referred to hereafter as the "Collateral". TO HAVE AND TO HOLD the Mortgaged Estate hereby granted or mortgaged, unto the Administrative Agent") , and its substitutes, successors and assigns, in a form agreed to by Buyerfee simple forever. PROVIDED, SellersHOWEVER, Young that these presents are upon the condition that, if the obligations secured hereby shall be paid when due, and if Fine Host shall keep, perform and observe the obligations, covenants, agreements and provisions in this Mortgage, then this Mortgage and the Escrow Agent. The Indemnity Deposit Amountestate and rights hereby granted shall cease, together with the McEntire Indemnity Escrow Share to terminate and be delivered to the Escrow Agent xxxxxxxx to Section 2A.4void, constitute the Indemnification Escrow Amount. On the first anniversary of the Closing and subject to the last sentence of this Section 2.4(a), any portion of the Indemnification Escrow Amount that has not been released to Buyer for the payment of such amounts as may be due under Section 9.2 and are not subject to pending indemnification claims but otherwise shall be released to the Class A Unit Holders in their respective percent participation in the Indemnification Escrow Account and in accordance with the terms of the Escrow Agreement. Any portion of the Indemnification Escrow Amount that is not so released pending an indemnification claim shall be released when the claim is resolved. Anything in this Section 2.4(a) to the contrary notwithstanding, (i) the Tax Contingency Escrow Amount shall remain in the Indemnification Escrow Account until the later to occur of (x) the lapse of all applicable statutes of limitations for any claims relating to the Contingent Tax Liabilities or (y) the final termination of any audit relating to the Contingent Tax Liabilities if such audit shall have commenced prior to the occurrence of (x); provided thatfull force and effect. THIS MORTGAGE SHALL SECURE THE FOLLOWING INDEBTEDNESS AND OBLIGATIONS, after the first anniversary of the ClosingINCLUDING ALL REPLACEMENTS, the Class A Unit Holders may substitute for the Tax Contingency Amount in escrow an irrevocable letter of credit for the benefit of Buyer in a form reasonably satisfactory to BuyerRENEWALS, for a term no shorter than the term that would have applied to the escrow of such Tax Contingency Amount in the absence of such substitution and in an amount equal to the Tax Contingency Escrow Amount and (ii) the Lease Claims Amount shall remain in the Indemnification Escrow Account until the earlier to occur of (x) the receipt by Buyer of releases duly executed by the lessors under the Transferred LeasesAMENDMENTS, releasing each member of the ProTrader GroupEXTENSIONS, which is the lessee or is otherwise liable under the applicable Transferred Lease from the Lease Claims, (y) the lapse of all applicable statutes of limitations for any claims relating to the Lease Claims or (z) the termination of all Transferred Leases and the receipt by Buyer of evidence (in a form reasonably satisfactory to Buyer) that all rent owed and other amounts due under the Transferred Leases have been paid in full.SUBSTITUTIONS AND MODIFICATIONS: