Common use of Post-Closing Escrow Clause in Contracts

Post-Closing Escrow. In the event that the Acquirer elects to pay off the Project Loan prior to Project Close-Out (as defined below), then the Acquirer agrees to fund into an escrow account (the "Escrow") an amount equal to the difference between (a) $27,750,000, and (b) the actual principal amount of the Project Loan which is paid off at Closing. The Escrow shall be held by Acquirer until Project Close-Out occurs. The Developer shall be entitled to request and receive from the Escrow monthly disbursements of funds in accordance with the draw procedures set forth in the Hotel Development Agreement to pay actual Development Expenses incurred which are shown on the Development Budget but which were not paid or payable prior to Closing. If the Escrow is established as provided above, then the portion of the Cost Savings described in subparagraph 1.2(a)(ii) above shall not be paid to the Contributor at Closing, but rather upon the occurrence of Project Close-Out, if such Costs Savings exist, then any amounts remaining in the Escrow shall be distributed 20% to the Contributor (which may, at the Contributor's option, be paid in cash or in Units provided the Contributor continues to be an accredited investor at such time) and 80% to the Acquirer within five (5) business days after Project Close-Out. If the amount distributed to the Contributor from the Escrow is insufficient to pay the Contributor 20% of the Cost Savings, then the Acquirer shall pay such insufficient amount to the Contributor (either in cash or, at the Contributor's option, in Units provided the Contributor continues to be an accredited investor at such time) within five (5) business days after Project Close-Out occurs.

Post-Closing Escrow. In To provide for the event that timely payment of any post-closing claims by Buyer against the Acquirer elects applicable Seller with respect to pay off (i) any claims by Buyer against the Project Loan prior applicable Seller under Section 9.1.1, (ii) any amounts owed to Project Close-Out Buyer under Section 5.3.6, (as defined below)iii) any claims by Buyer against the applicable Seller with respect to a breach of a representation or warranty in this Agreement or in any document delivered by Sellers at Closing, then the Acquirer agrees and (iv) any breach by Seller of its obligations to fund into an escrow account (the "Escrow") make payments under Section 5.2, each applicable Seller shall cause to be deposited an amount equal to Two Hundred Thousand and No/100 Dollars ($200,000.00) (for each Hotel, the difference between “Escrow Funds”) for a period of twelve (a12) $27,750,000months after Closing (the “Claim Period”) in an escrow account with the Escrow Holder pursuant to the Post-Closing Escrow Agreement in the form attached hereto as Exhibit “G” (the “Post-Closing Escrow Agreement”), which escrow and Post-Closing Escrow Agreement shall be established and entered into at Closing and each Seller shall cause a portion of the Purchase Price to remain in escrow with Escrow Holder to satisfy their respective obligations under this Section 5.5. Without limitation on the foregoing, the Escrow Funds for each Hotel are to be held separately to satisfy the claims made during the Claim Period against each applicable Seller, and (b) the actual principal amount Escrow Funds being held pursuant to this Section 5.5 are being held on a Hotel-by-Hotel basis and shall not be aggregated for any purpose hereunder. Upon the expiration of the Project Loan which Claim Period, if the aggregate estimated amount (as reasonably determined by Buyer in good faith) of all claims (the “Claim Amount“) made during the Claim Period against a Seller is paid off at Closing. The less than Escrow Funds then held by Escrow Holder for a Hotel, the Escrow Funds for such Hotel shall be held by Acquirer until Project Close-Out occursreduced to the Claim Amount, and Escrow Holder shall deliver the balance of the Escrow Funds for such Hotel to the applicable Seller. The Developer If Buyer has made no claims during the Claim Period, upon the expiration of the Claim Period, Escrow Holder shall be entitled deliver all of the Escrow Funds to request and receive Sellers without the need for any further instructions from the parties hereto. Escrow monthly disbursements Holder shall continue to hold the Claim Amount until a final determination of funds the rights of the parties subject to such claim(s) is made in accordance with an appropriate proceeding, provided that if such claim is not resolved and Buyer has not commenced a lawsuit or other proceeding for each claim made during the draw procedures set forth in Claim Period within the Hotel Development Agreement to pay actual Development Expenses incurred which are shown on three (3) months following the Development Budget but which were not paid or payable prior to Closing. If the Escrow is established as provided aboveClaim Period, then the portion of the Cost Savings described in subparagraph 1.2(a)(ii) above Claim Amount attributable to each such claim with respect to which a lawsuit or other proceeding shall not have been commenced, shall be paid released by Escrow Holder to Sellers. Notwithstanding the Contributor at Closingforegoing, but rather Escrow Holder may be required to release Escrow Funds (upon joint written instructions from Buyer and Sellers) pursuant to Section 5.3.6 upon the occurrence final reconciliation of Project Close-Out, if such Costs Savings exist, then any amounts remaining in the Escrow shall be distributed 20% to the Contributor (which may, at the Contributor's option, be paid in cash or in Units provided the Contributor continues to be an accredited investor at such time) and 80% to the Acquirer within five (5) business days after Project Close-Out. If the amount distributed to the Contributor from the Escrow is insufficient to pay the Contributor 20% of the Cost Savings, then the Acquirer shall pay such insufficient amount to the Contributor (either in cash or, at the Contributor's option, in Units provided the Contributor continues to be an accredited investor at such time) within five (5) business days after Project Close-Out occurspayable by Sellers thereunder.

Post-Closing Escrow. In At the event that Closing when the Acquirer elects to pay pays off the Project Loan prior to Project Close-Out (as defined below)Loan, then the Acquirer agrees to fund into an escrow account (the "Escrow") an amount equal to the difference between (a) $27,750,00017,500,000, and (b) the actual principal amount of the Project Loan which is paid off at Closing. The Escrow shall be held by Acquirer until "Project Close-Out Out" (as defined below) occurs. As used herein, the term "Project Close-Out" shall mean the point in time when all of the following have occurred (collectively, the "Project Close-Out"): (a) all of the conditions have been satisfied in order for "Placement in Service" to occur under Section 5.2.2 of the Development Agreement dated as of December 23, 2002 (the "Development Agreement") between the Company and Armada/Xxxxxxx Development Company, L.L.C. (the "Developer"), and (b) any and all disputes with the Developer, the General Contractor (as defined in the Development Agreement), and all other contractors and subcontractor relating to the construction and development of the Project have been settled and final payments of the "Development Fee" and all other costs and expenses shown on the current "Approved Budget" (as those terms are defined in the Development Agreement) have been paid (including any retainage amounts). The Developer shall be entitled to request and receive from the Escrow monthly disbursements of funds in accordance (upon complying with the Project Loan draw procedures set forth in the Hotel Development Agreement Agreement) in order to pay actual Development Expenses development costs and expenses incurred which are shown on the Development current Approved Budget but which were not paid or payable prior to Closing. If Once Project Close-Out has occurred, if the Escrow total costs and expenses that were incurred in order for Project Close-Out to occur is established less than the total costs and expense shown on the current Approved Budget (such difference being hereinafter referred to as provided abovethe "Cost Savings"), then the portion Acquirer agrees to cause the Company to pay to the Contributor from the Escrow 50% of the Cost Savings described in subparagraph 1.2(a)(ii) above shall not be paid to the Contributor at Closing, but rather upon the occurrence of Project Close-Out, if such Costs Savings exist, then any amounts remaining in the Escrow shall be distributed 20% to the Contributor within thirty (which may, at the Contributor's option, be paid in cash or in Units provided the Contributor continues to be an accredited investor at such time) and 80% to the Acquirer within five (530) business days after Project Close-OutOut occurs. If the amount distributed available in the Escrow for distribution to the Contributor from the Escrow is insufficient to pay the Contributor 2050% of the Cost Savings, then the Acquirer shall pay such insufficient amount to the Contributor (either in cash or, at the Contributor's option, in form of Units provided the Contributor continues to be an accredited investor at such time, or in cash if the Contributor is not an accredited investor at such time) within five thirty (530) business days after Project Close-Out occurs.

Post-Closing Escrow. As used herein, the term "Costs Savings" shall mean the documented and approved (by the Acquirer and Contributor in their good faith reasonable judgment) amounts by which the total actual "Development Expenses" incurred as of Closing in connection with the Project is less than the total "Development Budget" for work completed as of Closing (as those terms are defined in that certain Hotel Development Agreement dated February 28, 2002, as amended by a First Amendment to Hotel Development Agreement dated as of July 1, 2003 (the "Hotel Development Agreement"), between Stormont Hospitality Group, LLC (the "Developer") and the Partnership). In the event that the Acquirer elects to pay off the Project Loan prior to Project Close-Out (as defined below), then the Acquirer agrees to fund into an escrow account (the "Escrow") an amount equal to the difference between (a) $27,750,000, and (b) the actual principal amount of the Project Loan which is paid off at Closing. The Escrow shall be held by Acquirer until Project Close-Out occurs. The Developer shall be entitled to request and receive from the Escrow monthly disbursements of funds in accordance with the draw procedures set forth in the Hotel Development Agreement to pay actual Development Expenses incurred which are shown on the Development Budget but which were not paid or payable prior to Closing. If the Escrow is established as provided above, then the portion of the Cost Savings described in subparagraph 1.2(a)(ii) above shall not be paid to the Contributor at Closing, but rather upon the occurrence of Project Close-Out, if such Costs Savings exist, then any amounts remaining in the Escrow shall be distributed 20% to the Contributor (which may, at the Contributor's option, be paid in cash or in Units provided the Contributor continues to be an accredited investor at such time) and 80% to the Acquirer as follows within five (5) business days after Project Close-Out: (i) 80% shall be distributed in cash in the following order: first to the Acquirer up to the amount of any "Operating Losses" (as defined below) that have been incurred (such amount being referred to herein as the "Operating Loss Off-Set Amount"), and the remaining portion, if any, to the Contributor (or its designee), and (ii) 20% to the Stormont Limited Partner. If the amount distributed to the Contributor (or its designee) from the Escrow is insufficient to pay the Contributor 20(or its designee) 80% of the Cost SavingsSavings (less the Operating Loss Off-Set Amount), then the Acquirer shall pay such insufficient amount to the Contributor (either or its designee) in cash or, at the Contributor's option, in Units provided the Contributor continues to be an accredited investor at such time) within five (5) business days after Project Close-Out occurs. The Acquirer acknowledges that BCC or its affiliate has posted with the Project Lender a $1,000,000 certificate of deposit (the "CD"), which is being held by the Project Lender as collateral for the Project Loan. The Acquirer, the Contributor and BCC hereby agree to use commercially reasonable efforts to have the then-current balance of the CD released by the Project Lender to BCC (or its designee) at Closing. In the event the Project Lender draws on any portion of the CD prior to Closing to cover Operating Losses (as defined below), then the remaining balance of the CD being held by the Project Lender will be released to BCC at Closing. The difference, if any, between $1,000,000 and the amount of the CD that is actually released to BCC by the Project Lender is hereinafter referred to as the "CD Make-Up Amount". The Acquirer shall pay to BCC the CD Make-Up Amount within five (5) business days after Project Close-Out (as defined below). The term "Operating Losses" shall mean the amount by which the operating expenses (including the payment of any debt service on the Project Loan) for the Project exceed the gross revenues generated by the Project during the period of time from the date the Project is open to the public for paying overnight guests through the Closing Date.

Post-Closing Escrow. In At the event that Closing when the Acquirer elects to pay pays off the Project Loan prior to Project Close-Out (as defined below)Loan, then the Acquirer agrees to fund into an escrow account (the "Escrow") an amount equal to the difference between (a) $27,750,00017,500,000, and (b) the actual principal amount of the Project Loan which is paid off at Closing. The Escrow shall be held by Acquirer until "Project Close-Out occursOut" (as defined below) occurs As used herein, the term "Project Close-Out" shall mean the point in time when all of the following have occurred (collectively, the "Project Close-Out"): (a) all of the conditions have been satisfied in order for "Placement in Service" to occur under Section 5.2.2 of the Development Agreement dated as of December 23, 2002 (the "Development Agreement") between the Company and Armada/Xxxxxxx Development Company, L.L.C. (the "Developer"), and (b) any and all disputes with the Developer, the General Contractor (as defined in the Development Agreement), and all other contractors and subcontractor relating to the construction and development of the Project have been settled and final payments of the "Development Fee" and all other costs and expenses shown on the current "Approved Budget" (as those terms are defined in the Development Agreement) have been paid (including any retainage amounts). The Developer shall be entitled to request and receive from the Escrow monthly disbursements of funds in accordance (upon complying with the Project Loan draw procedures set forth in the Hotel Development Agreement Agreement) in order to pay actual Development Expenses development costs and expenses incurred which are shown on the Development current Approved Budget but which were not paid or payable prior to Closing. If Once Project Close-Out has occurred, if the Escrow total costs and expenses that were incurred in order for Project Close-Out to occur is established less than the total costs and expense shown on the current Approved Budget (such difference being hereinafter referred to as provided abovethe "Cost Savings"), then the portion Acquirer agrees to cause the Company to pay to the Contributor from the Escrow 50% of the Cost Savings described in subparagraph 1.2(a)(ii) above shall not be paid to the Contributor at Closing, but rather upon the occurrence of Project Close-Out, if such Costs Savings exist, then any amounts remaining in the Escrow shall be distributed 20% to the Contributor within thirty (which may, at the Contributor's option, be paid in cash or in Units provided the Contributor continues to be an accredited investor at such time) and 80% to the Acquirer within five (530) business days after Project Close-OutOut occurs. If the amount distributed available in the Escrow for distribution to the Contributor from the Escrow is insufficient to pay the Contributor 2050% of the Cost Savings, then the Acquirer shall pay such insufficient amount to the Contributor (either in cash or, at the Contributor's option, in form of Units provided the Contributor continues to be an accredited investor at such time, or in cash if the Contributor is not an accredited investor at such time) within five thirty (530) business days after Project Close-Out occurs.