Common use of Escrow Closing Clause in Contracts

Escrow Closing. 204 205 If closing is to be conducted by escrow, each Party shall deposit with the escrow agent all funds and documents necessary to 206 complete the exchange according to the terms of this Agreement. The escrow agent shall disburse the closing funds and 207 record/file the documents promptly upon verification that, per the most current records available for review, the condition of title 208 has not changed from the condition of title shown in the title commitment provided per lines 190 to 193, other than liens to be paid 209 out of closing proceeds and other changes agreed to by the Parties. CAUTION: CONSIDER THE POSSIBILITY OF GAPS IN 210 TITLE RECORDS DUE TO DELAYS WHICH MAY OCCUR BETWEEN THE FILING OF DOCUMENTS FOR RECORDING AND 211 THE AVAILABILITY OF THOSE DOCUMENTS FOR REVIEW BY THE ESCROW AGENT. IF TITLE INSURANCE IS BEING 212 PROVIDED BY SELLER, A “GAP ENDORSEMENT” MAY BE AVAILABLE AND WOULD INSURE AGAINST LIENS OR 213 ENCUMBRANCES FILED BETWEEN THE EFFECTIVE DATE OF THE TITLE SEARCH BY THE ESCROW AGENT AND THE 214 RECORDING OF THE CONVEYANCE DOCUMENTS CALLED FOR BY THIS AGREEMENT. ENTIRE AGREEMENT 215 This Agreement, including any amendments, contains the entire agreement of the Parties regarding the 216 transaction. All prior negotiations and discussions have been merged into this Agreement. This Agreement binds and inures to 217 the benefit of the Parties to this Agreement and their successors in interest. COOPERATION WITH “LIKE KIND” EXCHANGE 218 219 Grantor understands that Grantee may elect to consummate this transaction as part of a tax deferred “like kind” exchange under 220 Section 1031 of the Internal Revenue Code. Xxxxxxx agrees to cooperate with Xxxxxxx in such exchange. Any costs associated 221 with the exchange portion of the transaction shall be bourne by the Grantee. In addition, Xxxxxxx hereby agrees to indemnify, 222 defend, and hold Grantor harmless from and against any claim, suits, actions, damages, or liabilities as may arise as a reason of 223 Grantor’s cooperation with respect to the effectuation of a tax-deferred “like kind” exchange as contemplated herein. DEFINITIONS 224

Escrow Closing. 204 205 If Each of the parties hereto acknowledge and agree that the effectiveness of this Agreement shall occur (if at all) pursuant to an escrow-style closing is in accordance with the terms and conditions of an Escrow Agreement among Borrower, NSA REIT and the Administrative Agent (the “Escrow Agreement”), the form of which Escrow Agreement has been provided to be conducted the Lenders. Each Lender, by escrowits execution and delivery to the Administrative Agent of its signature page to this Agreement (its “Signature Page”), each Party shall deposit with acknowledges and agrees that (i) it authorizes the Administrative Agent, subject to the terms and provisions of Article 12 of this Agreement, to enter into the Escrow Agreement and carry out the Administrative Agent’s duties as the escrow agent all funds and documents necessary to 206 complete thereunder, (ii) its Signature Page shall be held by the exchange according to Administrative Agent in escrow in accordance with the terms of the Escrow Agreement and that such Signature Page cannot be released from escrow, or withdrawn or revoked, except as expressly provided in the Escrow Agreement, (iii) the Administrative Agent shall have the right, without the written consent of any Lender, to (w) complete blanks for dates in this Agreement (including any exhibit or schedule attached hereto) and the other Loan Documents entered into in connection herewith and make other corresponding changes, correct any typographical errors and make other so-called “clean- up” changes, (x) update the allocation of the Lenders’ Commitments as of the Effective Date, which are set forth on Schedule 1.1 attached to this Agreement. The escrow agent shall disburse , in order to reflect Commitments and outstanding Term Loans from the closing funds and 207 record/file Lenders as agreed by the documents promptly upon verification that, per the most current records available for reviewCo-Bookrunners, the condition of title 208 has not changed applicable Lenders and the Borrower, (w) accept the delivery from the condition Loan Parties and the Parent of title shown the items described in Section 6.1(a) of this Agreement required to be delivered thereunder and rely upon the accuracy thereof, or (z) make such amendments or modifications to the Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to implement any Benchmark Replacement or otherwise effectuate the terms of Section 4.9 of this Agreement in accordance with the terms of Section 4.9 of this Agreement, provided that the Administrative Agent shall promptly give the Lenders notice of any such changes, (iv) the duties and responsibilities of the Administrative Agent under the Escrow Agreement shall be deemed purely ministerial in nature and that the Administrative Agent shall be permitted to rely on such information as it deems reasonable to determine if the Escrow Release Conditions (as defined in the title commitment provided per lines 190 Escrow Agreement) have been satisfied, (v) the determination of the satisfaction of the Escrow Release Conditions shall be in the Administrative Agent’s sole discretion exercised in good faith and such determination shall be conclusive absent manifest error, and in making such determination, the Administrative Agent shall be entitled to 193rely upon any written notice, other than liens demand, certificate or document that the Administrative Agent in good faith believes to be paid 209 out of closing proceeds genuine (including facsimiles, electronic mail messages, and other changes agreed electronic transmissions thereof), (vi) the Administrative Agent shall not be liable or responsible for (x) any act taken or not taken by Administrative Agent under the Escrow Agreement in the absence of Administrative Agent’s own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable judgment, or (y) the failure of any of the other parties to by the Parties. CAUTION: CONSIDER THE POSSIBILITY OF GAPS IN 210 TITLE RECORDS DUE TO DELAYS WHICH MAY OCCUR BETWEEN THE FILING OF DOCUMENTS FOR RECORDING AND 211 THE AVAILABILITY OF THOSE DOCUMENTS FOR REVIEW BY THE ESCROW AGENT. IF TITLE INSURANCE IS BEING 212 PROVIDED BY SELLEREscrow Agreement to perform in accordance with the terms thereof, A “GAP ENDORSEMENT” MAY BE AVAILABLE AND WOULD INSURE AGAINST LIENS OR 213 ENCUMBRANCES FILED BETWEEN THE EFFECTIVE DATE OF THE TITLE SEARCH BY THE ESCROW AGENT AND THE 214 RECORDING OF THE CONVEYANCE DOCUMENTS CALLED FOR BY THIS AGREEMENT. ENTIRE AGREEMENT 215 This and (vii) notwithstanding anything to the contrary contained herein, in the other Loan Documents or in the Escrow Agreement, including any amendments, contains the entire agreement of the Parties regarding the 216 transaction. All prior negotiations and discussions have been merged into this Agreement. This Agreement binds and inures to 217 the benefit of the Parties to this Agreement and their successors in interest. COOPERATION WITH “LIKE KIND” EXCHANGE 218 219 Grantor understands that Grantee may elect to consummate this transaction as part of a tax deferred “like kind” exchange under 220 Section 1031 of the Internal Revenue Code. Xxxxxxx agrees to cooperate with Xxxxxxx in such exchange. Any costs associated 221 with the exchange portion of the transaction 6.3 shall be bourne by effective and binding upon such Lender immediately upon the Grantee. In addition, Xxxxxxx hereby agrees to indemnify, 222 defend, and hold Grantor harmless from and against any claim, suits, actions, damages, or liabilities as may arise as a reason delivery of 223 Grantor’s cooperation with respect its Signature Pages to the effectuation of a tax-deferred “like kind” exchange as contemplated herein. DEFINITIONS 224Administrative Agent.

Escrow Closing. 204 205 If CLOSING; EFFECTIVE DATE. The deliveries described in Section 2.9 (the "Escrow Closing") shall take place on November 7, 1996 (the "Escrow Closing Date"), at the offices of WMM or such other site as may be designated by WMM and ProMedCo-Northern, and WMM and ProMedCo-Northern shall enter into the Escrow Agreement with the Escrow Agent on the Escrow Closing Date. In case the Escrow Closing does not take place on November 7, 1996, the Escrow Closing Date shall be set by mutual agreement between ProMedCo-Northern and WMM; provided, however, that in no event shall the Escrow Closing take place later than November 12, 1996 unless extended by ProMedCo-Northern. The closing of merger and the legal consummation of other transactions contemplated hereby shall take place on the Escrow Break Date, as such term is defined in the Escrow Agreement. Upon receipt of the Articles of Merger from the Escrow Agent, ProMedCo-Northern shall cause the Articles of Merger to be conducted by escrow, each Party shall deposit filed with the escrow agent all funds appropriate offices in Nevada and documents necessary to 206 complete the exchange according stock then held by the Escrow Agent shall be distributed to the terms former WMM Shareholders. The date on which the Articles of Merger are filed with the Secretary of State of Nevada shall be the "Effective Date" hereunder. If, as a result of the adjustment provisions of Section 2.10 the former WMM Shareholders are entitled to more or fewer shares than they receive pursuant to the previous sentence of this Agreement. The escrow agent Section 2.6, ProMedCo-Northern shall disburse cause the closing funds and 207 record/file the documents promptly upon verification that, per the most current records available for review, the condition issuance of title 208 has not changed such additional shares or obtain them from the condition of title shown in former WMM shareholders, as the title commitment provided per lines 190 to 193, other than liens to be paid 209 out of closing proceeds and other changes agreed to by the Parties. CAUTION: CONSIDER THE POSSIBILITY OF GAPS IN 210 TITLE RECORDS DUE TO DELAYS WHICH MAY OCCUR BETWEEN THE FILING OF DOCUMENTS FOR RECORDING AND 211 THE AVAILABILITY OF THOSE DOCUMENTS FOR REVIEW BY THE ESCROW AGENT. IF TITLE INSURANCE IS BEING 212 PROVIDED BY SELLER, A “GAP ENDORSEMENT” MAY BE AVAILABLE AND WOULD INSURE AGAINST LIENS OR 213 ENCUMBRANCES FILED BETWEEN THE EFFECTIVE DATE OF THE TITLE SEARCH BY THE ESCROW AGENT AND THE 214 RECORDING OF THE CONVEYANCE DOCUMENTS CALLED FOR BY THIS AGREEMENT. ENTIRE AGREEMENT 215 This Agreement, including any amendments, contains the entire agreement of the Parties regarding the 216 transaction. All prior negotiations and discussions have been merged into this Agreement. This Agreement binds and inures to 217 the benefit of the Parties to this Agreement and their successors in interest. COOPERATION WITH “LIKE KIND” EXCHANGE 218 219 Grantor understands that Grantee case may elect to consummate this transaction as part of a tax deferred “like kind” exchange under 220 Section 1031 of the Internal Revenue Code. Xxxxxxx agrees to cooperate with Xxxxxxx in such exchange. Any costs associated 221 with the exchange portion of the transaction shall be bourne by the Grantee. In addition, Xxxxxxx hereby agrees to indemnify, 222 defend, and hold Grantor harmless from and against any claim, suits, actions, damages, or liabilities as may arise as a reason of 223 Grantor’s cooperation with respect to the effectuation of a tax-deferred “like kind” exchange as contemplated herein. DEFINITIONS 224be.

Escrow Closing. 204 205 If Each of the parties hereto acknowledge and agree that the effectiveness of this Amendment shall occur (if at all) pursuant to an escrow-style closing is in accordance with the terms and conditions of an Escrow Agreement among Borrower, Parent and the Agent (the “Escrow Agreement”), the form of which Escrow Agreement has been provided to be conducted the Lenders. Each Lender, by escrowits execution and delivery to the Agent of its signature page to this Amendment (its “Signature Page”), each Party shall deposit with acknowledges and agrees that (i) it authorizes the Agent, subject to the terms and provisions of Article 10 of the Credit Agreement, to enter into the Escrow Agreement and carry out the Agent’s duties as the escrow agent all funds and documents necessary to 206 complete thereunder, (ii) its Signature Page shall be held by the exchange according to Agent in escrow in accordance with the terms of the Escrow Agreement and that such Signature Page cannot be released from escrow, or withdrawn or revoked, except as expressly provided in the Escrow Agreement, (iii) the Agent shall have the right, without the written consent of any Lender, to (x) complete blanks for dates in this Amendment (including any exhibit or schedule attached hereto) and the other Loan Documents entered into in connection herewith and make other corresponding changes, correct any typographical errors and make other so-called “clean-up” changes, (y) update the allocation of the Lenders’ Commitments as of the Effective Date, which are set forth on Schedule I attached to the Credit Agreement. The escrow agent shall disburse , in order to reflect Commitments from the closing funds and 207 record/file Lenders as agreed by the documents promptly upon verification that, per the most current records available for reviewBookrunners, the condition applicable Lenders and the Borrower, or (z) make such amendments or modifications to the Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to implement any Benchmark Replacement or otherwise effectuate the terms of title 208 has not changed from Section 3.3 of the condition Credit Agreement in accordance with the terms of title shown Section 3.3 of the Credit Agreement, provided that the Agent shall promptly give the Lenders notice of any such changes, (iv) the duties and responsibilities of the Agent under the Escrow Agreement shall be deemed purely ministerial in nature and that the Agent shall be permitted to rely on such information as it deems reasonable to determine if the Escrow Release Conditions have been satisfied, (v) the determination of the satisfaction of the Escrow Release Conditions (as defined in the title commitment provided per lines 190 Escrow Agreement) shall be in the Agent’s sole discretion exercised in good faith and such determination shall be conclusive absent manifest error, and in making such determination, the Agent shall be entitled to 193rely upon any written notice, other than liens demand, certificate or document that the Agent in good faith believes to be paid 209 out of closing proceeds genuine (including facsimiles, electronic mail messages, and other changes agreed electronic transmissions thereof), (vi) the Agent shall not be liable or responsible for (x) any act taken or not taken by Agent under the Escrow Agreement in the absence of Agent’s own gross negligence or willful misconduct, or (y) the failure of any of the other parties to by the Parties. CAUTION: CONSIDER THE POSSIBILITY OF GAPS IN 210 TITLE RECORDS DUE TO DELAYS WHICH MAY OCCUR BETWEEN THE FILING OF DOCUMENTS FOR RECORDING AND 211 THE AVAILABILITY OF THOSE DOCUMENTS FOR REVIEW BY THE ESCROW AGENT. IF TITLE INSURANCE IS BEING 212 PROVIDED BY SELLEREscrow Agreement to perform in accordance with the terms thereof, A “GAP ENDORSEMENT” MAY BE AVAILABLE AND WOULD INSURE AGAINST LIENS OR 213 ENCUMBRANCES FILED BETWEEN THE EFFECTIVE DATE OF THE TITLE SEARCH BY THE ESCROW AGENT AND THE 214 RECORDING OF THE CONVEYANCE DOCUMENTS CALLED FOR BY THIS AGREEMENT. ENTIRE AGREEMENT 215 This and (vii) notwithstanding anything to the contrary contained herein, in the other Loan Documents or in the Escrow Agreement, including any amendments, contains the entire agreement of the Parties regarding the 216 transaction. All prior negotiations and discussions have been merged into this Agreement. This Agreement binds and inures to 217 the benefit of the Parties to this Agreement and their successors in interest. COOPERATION WITH “LIKE KIND” EXCHANGE 218 219 Grantor understands that Grantee may elect to consummate this transaction as part of a tax deferred “like kind” exchange under 220 Section 1031 of the Internal Revenue Code. Xxxxxxx agrees to cooperate with Xxxxxxx in such exchange. Any costs associated 221 with the exchange portion of the transaction 19 shall be bourne by effective and binding upon such Lender immediately upon the Grantee. In addition, Xxxxxxx hereby agrees to indemnify, 222 defend, and hold Grantor harmless from and against any claim, suits, actions, damages, or liabilities as may arise as a reason delivery of 223 Grantor’s cooperation with respect its Signature Pages to the effectuation of a tax-deferred “like kind” exchange as contemplated herein. DEFINITIONS 224Agent.

Escrow Closing. 204 205 If closing is The Escrow Closing shall take place at 10:00 A.M. on May 3, 2005 (the “Escrow Closing Date”), at the office of Xxxxxx Xxxxxx & Xxxxxxx, 1700 Bank of America Plaza, 000 Xxxxx Xxxxxx Xxxxxx, Xxx Xxxxx, Xxxxxx 00000. TIME SHALL BE OF THE ESSENCE with respect to Purchaser’s obligation to close hereunder on the Escrow Closing Date. At the Escrow Closing (i) all documents and other instruments required to be conducted delivered at Closing by escrowSeller and Purchaser pursuant to Section 15 hereof shall be delivered into escrow with Xxxxxx Xxxxxx & Xxxxxxx (the “Closing Agent”), each Party pursuant to and in accordance with an escrow instruction letter, in commercially reasonable form and substance, to be mutually agreed to by Closing Agent, Seller and Purchaser (the “Closing Agreement”), but which Closing Agreement shall deposit with provide, in any event, that no Closing shall occur unless and until the escrow agent Lease Assignment, the Property Purchase and the Leaseback Lease shall all funds be consummated, simultaneously, (ii) all documents and documents necessary other instruments required to 206 complete be delivered at closing of the exchange according Property Purchase by Purchaser to Lessor pursuant to the terms of this the Existing Lease shall be delivered into escrow with the Closing Agent, pursuant to and in accordance with the Closing Agreement. The escrow agent shall disburse the closing funds , (iii) all payments, apportionment and 207 record/file the documents promptly upon verification that, per the most current records available for review, the condition of title 208 has not changed from the condition of title shown in the title commitment provided per lines 190 to 193, other than liens monies to be paid 209 out of closing proceeds exchanged between Seller and other changes agreed to by the Parties. CAUTION: CONSIDER THE POSSIBILITY OF GAPS IN 210 TITLE RECORDS DUE TO DELAYS WHICH MAY OCCUR BETWEEN THE FILING OF DOCUMENTS FOR RECORDING AND 211 THE AVAILABILITY OF THOSE DOCUMENTS FOR REVIEW BY THE ESCROW AGENT. IF TITLE INSURANCE IS BEING 212 PROVIDED BY SELLER, A “GAP ENDORSEMENT” MAY BE AVAILABLE AND WOULD INSURE AGAINST LIENS OR 213 ENCUMBRANCES FILED BETWEEN THE EFFECTIVE DATE OF THE TITLE SEARCH BY THE ESCROW AGENT AND THE 214 RECORDING OF THE CONVEYANCE DOCUMENTS CALLED FOR BY THIS AGREEMENT. ENTIRE AGREEMENT 215 This Agreement, including any amendments, contains the entire agreement of the Parties regarding the 216 transaction. All prior negotiations and discussions have been merged into this Agreement. This Agreement binds and inures to 217 the benefit of the Parties Purchaser at Closing pursuant to this Agreement (including, without limitation, the Assignment Purchase Price) shall be delivered into escrow with the Closing Agent pursuant to and their successors in interest. COOPERATION WITH “LIKE KIND” EXCHANGE 218 219 Grantor understands that Grantee may elect accordance with the Closing Agreement, (iv) all payments, apportionment and other monies to consummate this transaction as part of a tax deferred “like kind” exchange under 220 Section 1031 be exchanged between Purchaser and Lessor at the closing of the Internal Revenue Code. Xxxxxxx agrees Property Purchase pursuant to cooperate with Xxxxxxx in such exchange. Any costs associated 221 the Existing Lease (including, without limitation, the Property Purchase Price) shall be delivered into escrow with the exchange portion of Closing Agent pursuant to and in accordance with the transaction shall be bourne by the Grantee. In addition, Xxxxxxx hereby agrees to indemnify, 222 defendClosing Agreement, and hold Grantor harmless from (v) Seller and against any claimPurchaser shall execute, suitsdeliver and perform all of their respective obligations hereunder (and, actionsfor Purchaser, damages, or liabilities as may arise as a reason of 223 Grantor’s cooperation under the Existing Lease with respect to the effectuation Property Purchase) required to be tendered and performed as of a tax-deferred “like kind” exchange the Closing Date, in escrow pursuant to the Closing Agreement, with the intention and effect that within four (4) business days following the Escrow Closing, the Closing (including the Property Purchase) shall occur as contemplated herein. DEFINITIONS 224per Section 9(c) below.

Escrow Closing. 204 205 If Each of the parties hereto acknowledge and agree that the effectiveness of this Amendment shall occur (if at all) pursuant to an escrow-style closing is in accordance with the terms and conditions of an Escrow Agreement among Borrower, Parent and the Agent (the “Escrow Agreement”), the form of which Escrow Agreement has been provided to be conducted the Lenders. Each Lender, by escrowits execution and delivery to the Agent of its signature page to this Amendment (its “Signature Page”), each Party shall deposit with acknowledges and agrees that (i) it authorizes the Agent, subject to the terms and provisions of Article 10 of the Loan Agreement, to enter into the Escrow Agreement and carry out the Agent’s duties as the escrow agent all funds and documents necessary to 206 complete thereunder, (ii) its Signature Page shall be held by the exchange according to Agent in escrow in accordance with the terms of the Escrow Agreement and that such Signature Page cannot be released from escrow, or withdrawn or revoked, except as expressly provided in the Escrow Agreement, (iii) the Agent shall have the right, without the written consent of any Lender, to (x) complete blanks for dates in this Amendment (including any exhibit or schedule attached hereto) and the other Loan Documents entered into in connection herewith and make other corresponding changes, correct any typographical errors and make other so-called “clean-up” changes, (y) update the allocation of the Lenders’ Commitments as of the Effective Date, which are set forth on Schedule I attached to the Loan Agreement. The escrow agent shall disburse , in order to reflect Commitments from the closing funds and 207 record/file Lenders as agreed by the documents promptly upon verification that, per the most current records available for reviewBookrunners, the condition applicable Lenders and the Borrower, or (z) make such amendments or modifications to the Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to implement any Benchmark Replacement or otherwise effectuate the terms of title 208 has not changed from Section 3.3 of the condition Loan Agreement in accordance with the terms of title shown Section 3.3 of the Loan Agreement, provided that the Agent shall promptly give the Lenders notice of any such changes, (iv) the duties and responsibilities of the Agent under the Escrow Agreement shall be deemed purely ministerial in nature and that the Agent shall be permitted to rely on such information as it deems reasonable to determine if the Escrow Release Conditions have been satisfied, (v) the determination of the satisfaction of the Escrow Release Conditions (as defined in the title commitment provided per lines 190 Escrow Agreement) shall be in the Agent’s sole discretion exercised in good faith and such determination shall be conclusive absent manifest error, and in making such determination, the Agent shall be entitled to 193rely upon any written notice, other than liens demand, certificate or document that the Agent in good faith believes to be paid 209 out of closing proceeds genuine (including facsimiles, electronic mail messages, and other changes agreed electronic transmissions thereof), (vi) the Agent shall not be liable or responsible for (x) any act taken or not taken by Agent under the Escrow Agreement in the absence of Agent’s own gross negligence or willful misconduct, or (y) the failure of any of the other parties to by the Parties. CAUTION: CONSIDER THE POSSIBILITY OF GAPS IN 210 TITLE RECORDS DUE TO DELAYS WHICH MAY OCCUR BETWEEN THE FILING OF DOCUMENTS FOR RECORDING AND 211 THE AVAILABILITY OF THOSE DOCUMENTS FOR REVIEW BY THE ESCROW AGENT. IF TITLE INSURANCE IS BEING 212 PROVIDED BY SELLEREscrow Agreement to perform in accordance with the terms thereof, A “GAP ENDORSEMENT” MAY BE AVAILABLE AND WOULD INSURE AGAINST LIENS OR 213 ENCUMBRANCES FILED BETWEEN THE EFFECTIVE DATE OF THE TITLE SEARCH BY THE ESCROW AGENT AND THE 214 RECORDING OF THE CONVEYANCE DOCUMENTS CALLED FOR BY THIS AGREEMENT. ENTIRE AGREEMENT 215 This and (vii) notwithstanding anything to the contrary contained herein, in the other Loan Documents or in the Escrow Agreement, including any amendments, contains the entire agreement of the Parties regarding the 216 transaction. All prior negotiations and discussions have been merged into this Agreement. This Agreement binds and inures to 217 the benefit of the Parties to this Agreement and their successors in interest. COOPERATION WITH “LIKE KIND” EXCHANGE 218 219 Grantor understands that Grantee may elect to consummate this transaction as part of a tax deferred “like kind” exchange under 220 Section 1031 of the Internal Revenue Code. Xxxxxxx agrees to cooperate with Xxxxxxx in such exchange. Any costs associated 221 with the exchange portion of the transaction 19 shall be bourne by effective and binding upon such Lender immediately upon the Grantee. In addition, Xxxxxxx hereby agrees to indemnify, 222 defend, and hold Grantor harmless from and against any claim, suits, actions, damages, or liabilities as may arise as a reason delivery of 223 Grantor’s cooperation with respect its Signature Pages to the effectuation of a tax-deferred “like kind” exchange as contemplated herein. DEFINITIONS 224Agent.

Escrow Closing. 204 205 If Each of the parties hereto acknowledge and agree that the effectiveness of this Amendment shall occur (if at all) pursuant to an escrow-style closing is in accordance with the terms and conditions of an Escrow Agreement among Borrower, Parent and the Administrative Agent (the “Escrow Agreement”), the form of which Escrow Agreement has been provided to be conducted the Lenders. Each Lender, by escrowits execution and delivery to the Administrative Agent of its signature page to this Amendment (its “Signature Page”), each Party shall deposit with acknowledges and agrees that (i) it authorizes the Administrative Agent, subject to the terms and provisions of Article 10 of the Loan Agreement, to enter into the Escrow Agreement and carry out the Administrative Agent’s duties as the escrow agent all funds and documents necessary to 206 complete thereunder, (ii) its Signature Page shall be held by the exchange according to Administrative Agent in escrow in accordance with the terms of the Escrow Agreement and that such Signature Page cannot be released from escrow, or withdrawn or revoked, except as expressly provided in the Escrow Agreement, (iii) the Administrative Agent shall have the right, without the written consent of any Lender, to (x) complete blanks for dates in this Amendment (including any exhibit or schedule attached hereto) and the other Loan Documents entered into in connection herewith and make other corresponding changes, correct any typographical errors and make other so-called “clean-up” changes, or (y) make such amendments or modifications to the Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to implement any Benchmark Replacement or otherwise effectuate the terms of Section 3.3 of the Loan Agreement in accordance with the terms of Section 3.3 of the Loan Agreement. The escrow agent , provided that the Administrative Agent shall disburse promptly give the closing funds Lenders notice of any such changes, (iv) the duties and 207 record/file responsibilities of the documents promptly upon verification thatAdministrative Agent under the Escrow Agreement shall be deemed purely ministerial in nature and that the Administrative Agent shall be permitted to rely on such information as it deems reasonable to determine if the Escrow Release Conditions have been satisfied, per (v) the most current records available for reviewdetermination of the satisfaction of the Escrow Release Conditions (as defined in the Escrow Agreement) shall be in the Administrative Agent’s sole discretion exercised in good faith and such determination shall be conclusive absent manifest error, and in making such determination, the condition of title 208 has Administrative Agent shall be entitled to rely upon any written notice, demand, certificate or document that the Administrative Agent in good faith believes to be genuine (including facsimiles, electronic mail messages, and other electronic transmissions thereof), (vi) the Administrative Agent shall not changed from be liable or responsible for (x) any act taken or not taken by Administrative Agent under the condition of title shown Escrow Agreement in the title commitment provided per lines 190 absence of Administrative Agent’s own gross negligence or willful misconduct, or (y) the failure of any of the other parties to 193the Escrow Agreement to perform in accordance with the terms thereof, and (vii) notwithstanding anything to the contrary contained herein, in the other than liens to be paid 209 out of closing proceeds and other changes agreed to by Loan Documents or in the Parties. CAUTION: CONSIDER THE POSSIBILITY OF GAPS IN 210 TITLE RECORDS DUE TO DELAYS WHICH MAY OCCUR BETWEEN THE FILING OF DOCUMENTS FOR RECORDING AND 211 THE AVAILABILITY OF THOSE DOCUMENTS FOR REVIEW BY THE ESCROW AGENT. IF TITLE INSURANCE IS BEING 212 PROVIDED BY SELLER, A “GAP ENDORSEMENT” MAY BE AVAILABLE AND WOULD INSURE AGAINST LIENS OR 213 ENCUMBRANCES FILED BETWEEN THE EFFECTIVE DATE OF THE TITLE SEARCH BY THE ESCROW AGENT AND THE 214 RECORDING OF THE CONVEYANCE DOCUMENTS CALLED FOR BY THIS AGREEMENT. ENTIRE AGREEMENT 215 This Escrow Agreement, including any amendments, contains the entire agreement of the Parties regarding the 216 transaction. All prior negotiations and discussions have been merged into this Agreement. This Agreement binds and inures to 217 the benefit of the Parties to this Agreement and their successors in interest. COOPERATION WITH “LIKE KIND” EXCHANGE 218 219 Grantor understands that Grantee may elect to consummate this transaction as part of a tax deferred “like kind” exchange under 220 Section 1031 of the Internal Revenue Code. Xxxxxxx agrees to cooperate with Xxxxxxx in such exchange. Any costs associated 221 with the exchange portion of the transaction 18 shall be bourne by effective and binding upon such Lender immediately upon the Grantee. In addition, Xxxxxxx hereby agrees to indemnify, 222 defend, and hold Grantor harmless from and against any claim, suits, actions, damages, or liabilities as may arise as a reason delivery of 223 Grantor’s cooperation with respect its Signature Pages to the effectuation of a tax-deferred “like kind” exchange as contemplated herein. DEFINITIONS 224Administrative Agent.

Escrow Closing. 204 205 If Each of the parties hereto acknowledge and agree that the effectiveness of this Agreement shall occur (if at all) pursuant to an escrow-style closing is in accordance with the terms and conditions of an Escrow Agreement among Borrower, NSA REIT and the Administrative Agent (the “Escrow Agreement”), the form of which Escrow Agreement has been provided to be conducted the Lenders. Each Lender, by escrowits execution and delivery to the Administrative Agent of its signature page to this Agreement (its “Signature Page”), each Party shall deposit with acknowledges and agrees that (i) it authorizes the Administrative Agent, subject to the terms and provisions of Article 12 of this Agreement, to enter into the Escrow Agreement and carry out the Administrative Agent’s duties as the escrow agent all funds and documents necessary to 206 complete thereunder, (ii) its Signature Page shall be held by the exchange according to Administrative Agent in escrow in accordance with the terms of the Escrow Agreement and that such Signature Page cannot be released from escrow, or withdrawn or revoked, except as expressly provided in the Escrow Agreement, (iii) the Administrative Agent shall have the right, without the written consent of any Lender, to (w) complete blanks for dates in this Agreement (including any exhibit or schedule attached hereto) and the other Loan Documents entered into in connection herewith and make other corresponding changes, correct any typographical errors and make other so-called “clean-up” changes, (x) update the allocation of the Lenders’ Commitments as of the Effective Date, which are set forth on Schedule 1.1 attached to this Agreement. The escrow agent shall disburse , in order to reflect Commitments and outstanding Term Loans from the closing funds and 207 record/file Lenders as agreed by the documents promptly upon verification that, per the most current records available for reviewCo-Bookrunners, the condition of title 208 has not changed applicable Lenders and the Borrower, (w) accept the delivery from the condition Loan Parties and the Parent of title shown the items described in Section 6.1(a) of this Agreement required to be delivered thereunder and rely upon the accuracy thereof, or (z) make such amendments or modifications to the Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to implement any Benchmark Replacement or otherwise effectuate the terms of Section 4.9 of this Agreement in accordance with the terms of Section 4.9 of this Agreement, provided that the Administrative Agent shall promptly give the Lenders notice of any such changes, (iv) the duties and responsibilities of the Administrative Agent under the Escrow Agreement shall be deemed purely ministerial in nature and that the Administrative Agent shall be permitted to rely on such information as it deems reasonable to determine if the Escrow Release Conditions (as defined in the title commitment provided per lines 190 Escrow Agreement) have been satisfied, (v) the determination of the satisfaction of the Escrow Release Conditions shall be in the Administrative Agent’s sole discretion exercised in good faith and such determination shall be conclusive absent manifest error, and in making such determination, the Administrative Agent shall be entitled to 193rely upon any written notice, other than liens demand, certificate or document that the Administrative Agent in good faith believes to be paid 209 out of closing proceeds genuine (including facsimiles, electronic mail messages, and other changes agreed electronic transmissions thereof), (vi) the Administrative Agent shall not be liable or responsible for (x) any act taken or not taken by Administrative Agent under the Escrow Agreement in the absence of Administrative Agent’s own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable judgment, or (y) the failure of any of the other parties to by the Parties. CAUTION: CONSIDER THE POSSIBILITY OF GAPS IN 210 TITLE RECORDS DUE TO DELAYS WHICH MAY OCCUR BETWEEN THE FILING OF DOCUMENTS FOR RECORDING AND 211 THE AVAILABILITY OF THOSE DOCUMENTS FOR REVIEW BY THE ESCROW AGENT. IF TITLE INSURANCE IS BEING 212 PROVIDED BY SELLEREscrow Agreement to perform in accordance with the terms thereof, A “GAP ENDORSEMENT” MAY BE AVAILABLE AND WOULD INSURE AGAINST LIENS OR 213 ENCUMBRANCES FILED BETWEEN THE EFFECTIVE DATE OF THE TITLE SEARCH BY THE ESCROW AGENT AND THE 214 RECORDING OF THE CONVEYANCE DOCUMENTS CALLED FOR BY THIS AGREEMENT. ENTIRE AGREEMENT 215 This and (vii) notwithstanding anything to the contrary contained herein, in the other Loan Documents or in the Escrow Agreement, including any amendments, contains the entire agreement of the Parties regarding the 216 transaction. All prior negotiations and discussions have been merged into this Agreement. This Agreement binds and inures to 217 the benefit of the Parties to this Agreement and their successors in interest. COOPERATION WITH “LIKE KIND” EXCHANGE 218 219 Grantor understands that Grantee may elect to consummate this transaction as part of a tax deferred “like kind” exchange under 220 Section 1031 of the Internal Revenue Code. Xxxxxxx agrees to cooperate with Xxxxxxx in such exchange. Any costs associated 221 with the exchange portion of the transaction 6.3 shall be bourne by effective and binding upon such Lender immediately upon the Grantee. In addition, Xxxxxxx hereby agrees to indemnify, 222 defend, and hold Grantor harmless from and against any claim, suits, actions, damages, or liabilities as may arise as a reason delivery of 223 Grantor’s cooperation with respect its Signature Pages to the effectuation of a tax-deferred “like kind” exchange as contemplated herein. DEFINITIONS 224Administrative Agent.