Common use of Xxxxxxx Money Clause in Contracts

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

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

Xxxxxxx Money. Within two (2) Business Days Buyer has paid or will pay within days after the date Binding Agreement Date to 132 (name of this AgreementHolder) (“Holder”) 133 located at (address of Holder), the Buyer shall an 134 Xxxxxxx Money deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 of $ by check (OR ) 135 (“Xxxxxxx Money”). The In the event any Xxxxxxx Money check is not honored, for any reason, by the bank upon which it is 136 drawn, Holder shall promptly notify Buyer and Seller. Buyer shall have one (1) day after notice to deliver good funds to 137 Holder. In the event Buyer does not timely deliver good funds, Seller shall have the right to terminate this Agreement 138 upon written notice to Buyer via the Notification form or equivalent written notice. Xxxxxxx Money is to be deposited 139 promptly after the Binding Agreement Date or the agreed upon delivery date in this Xxxxxxx Money paragraph or as 140 specified in the form of either Special Stipulations paragraph contained at paragraph 18 herein. Holder shall disburse Xxxxxxx Money 141 only as follows: 142 (a) immediately available funds by wire transfer at closing to an account at the Escrow Agentbe applied as a credit toward Buyer’s office as Escrow Agent shall designate to the Buyer or Purchase Price; 143 (b) upon a written agreement signed by all parties having an interest in the form funds; 144 (c) upon order of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and court or arbitrator having a face amount equal to jurisdiction over any dispute involving the Xxxxxxx Money; 145 (d) upon a reasonable interpretation of the Agreement; or 146 (e) upon the filing of an interpleader action with payment to be made to the clerk of the court having jurisdiction 147 over the matter. To 148 Holder shall be reimbursed for, and may deduct from any funds interpleaded, its costs and expenses, including 149 reasonable attorney’s fees. The prevailing party in the extent interpleader action shall be entitled to collect from the other party 150 the costs and expenses reimbursed to Holder. No party shall seek damages from Holder (nor shall Holder be liable for 151 the same) for any matter arising out of or related to the performance of Holder’s duties under this Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5152 paragraph. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied disbursed prior to fourteen (14) days after deposit unless written evidence of 153 clearance by bank is provided. 154 4. Closing, Prorations, Special Assessments and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAWarranties Transfer.

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

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

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

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

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

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

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

Xxxxxxx Money. Within two five (25) Business Days days after the date Effective Date, Purchaser shall deposit with Purchaser’s attorneys, Xxxxxx Xxxxx, LLC (the “Escrow Agent”), an xxxxxxx money deposit in the amount of ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000.00) (the “Xxxxxxx Money Deposit”) in immediately available funds, by federal wire transfer. The Xxxxxxx Money Deposit shall be referred to herein as “Xxxxxxx Money.” The Xxxxxxx Money shall be applied to the Purchase Price at Closing and delivered to Seller at the end of the Due Diligence Period (unless Purchaser terminates this Agreement on or before the end of the Due Diligence Period in accordance with Sections 3(c) or 4 herein) or shall otherwise be released pursuant to the provisions of this Agreement, the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”). The Xxxxxxx Money shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited held by Escrow Agent in an interesta non-interested bearing escrow account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions terms and conditions of Section 14.5this Agreement and a separate joint order escrow agreement entered into among Seller, Purchaser and Escrow Agent simultaneously with the execution of this Agreement (the “Escrow Agreement”), which Escrow Agreement shall in the form attached hereto as Exhibit “B” and incorporated herein by reference. All interest earned on If Purchaser fails to deliver the Xxxxxxx Money while held by to Escrow Agent within the time period specified above, then Seller shall have the right to terminate this Agreement upon written notice to Purchaser and, upon such termination, Purchaser and Seller shall be paid released from any and all obligations and liabilities to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” other under this Agreement and each Other PSA, shall be reserved for application to other than any provision that expressly survives the Cash Consideration Amount payable pursuant to termination of this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAAgreement.

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

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

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

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

Xxxxxxx Money. Within two five (25) Business Days after the date business days of execution of this Agreement, the Buyer Purchaser shall deposit Ten Thousand & 00/100 dollars ($10,000.00) with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 Xxxx Xxxxxx (Xxxx Xxxxxx Esq.) (“Escrow Agent”), as "Xxxxxxx Money”)" which shall be credited against the Purchase Price of the Property at the time the sale is consummated. The Xxxxxxx Money shall be is non-refundable, except as otherwise provided in this Agreement. The parties to this Agreement understand and agree that the disbursement of Xxxxxxx Money held by the Escrow Agent can occur only (A) at Closing; (B) upon written agreement signed by all parties having an interest in the form funds; (C) upon court order; (D) upon the failure of any contingency or failure of either party to fulfill his obligations as set forth in this Agreement or (aE) immediately available funds by wire transfer to an account at as otherwise set out herein. In the Escrow Agent’s office as event of a dispute between Purchaser and Seller, the Escrow Agent shall designate to the Buyer interplead all or (b) in the form any disputed pan of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form into court, and thereupon be discharged from all further duties and liabilities hereunder. The filing of immediately available funds by wire transfer, upon delivery of any such Xxxxxxx Money by the Buyer to interpleader action shall not deprive Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer of any of its rights under this Agreement Purchaser and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Seller agree that Escrow Agent shall be paid entitled to be compensated by the party who does not prevail in the interpleader action for its costs and expenses, including reasonable attorney's fees, in filing said interpleader action. Seller and Purchaser agree to whom the Xxxxxxx Money is paidexecute an escrow agreement agreeable to all of Purchaser, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing Seller and each Other PSA Closing, a pro rata portion Escrow Agent regarding establishment of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAescrow account.

Xxxxxxx Money. Within Purchaser shall deliver to Chicago Title Insurance ------------- Company ("Escrow Agent") pursuant to an escrow agreement identical in form to that which is attached hereto as Exhibit P and incorporated herein for all purposes) at 000 Xxxx Xxxxxxxxxxx Xxxx, Xxx Xxxxxxxxxx, Xxxxxxxxxx 00000, Attention: Xx. Xxxxx Xxxxxx within two (2) Business Days business days after the date a fully- executed copy of this Agreement, Agreement is delivered to the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”). The Xxxxxxx Money shall be in the form of either (a) immediately available funds by Seller, by wire transfer to an account at in accordance with wire transfer instructions provided by the Escrow Agent’s office as Escrow Agent shall designate to , the Buyer or amount of FOUR HUNDRED THOUSAND AND NO/ 100 DOLLARS (b$400,000.00) in (which amount, together with all interest accrued thereon, if any, is herein called the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the "Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money ") to be invested by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with as Purchaser and Seller shall direct. Seller shall have the option of terminating this Agreement if the full amount of Xxxxxxx Money is not delivered to the Escrow Agent acceptable as prescribed in this Section 3.1. Purchaser agrees to promptly deliver or cause the Buyer Escrow Agent to deliver written acknowledgment by the Escrow Agent that the executed copy of this Agreement and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while have been received by and are being held by the Escrow Agent shall be paid pursuant to the party to whom the Xxxxxxx Money is paidterms of this Agreement. Except as provided herein, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly nonrefundable upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” Effective Date (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSA.10.13

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

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

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

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

Xxxxxxx Money. Within Not later than three (3) business days after the full execution of this Agreement by both parties and the parties’ deposit of a copy of such fully executed Agreement with Escrow Holder (as defined below), Buyer shall deposit in escrow (the “Escrow”) with First American Title Insurance Company (“Escrow Holder”), National Commercial Services, 0000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000, Xxx Xxxx, Xxxxxxxxxx 00000, Attn: Xxxxxx Xxxxx, Escrow Officer, a cash deposit (collectively with all interest earned thereon while in Escrow, the “Xxxxxxx Money”) in the amount of TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00). If the condition set forth in Section 4.1 below is satisfied or waived in writing by Buyer, Buyer shall increase the Xxxxxxx Money to ONE MILLION EIGHT HUNDRED THOUSAND DOLLARS ($1,800,000.00) by depositing an additional ONE MILLION FIVE HUNDRED FIFTY THOUSAND DOLLARS ($1,550,000.00) with Escrow Holder within two (2) Business Days business days after the date last day of this Agreement, the Buyer shall Inspection Period. Upon Buyer’s deposit of such additional funds with Escrow Agent an aggregate amount under this Agreement and Holder, all references herein to the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”)” shall refer to the original Xxxxxxx Money as so increased. The Xxxxxxx Money shall be promptly refunded to Buyer in the form event of either the timely exercise of any termination right granted to Buyer in this Agreement or Buyer’s termination of this Agreement based on Seller’s default (a) immediately available funds by wire transfer and in any such event, Seller shall instruct Escrow Holder to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to so return the Xxxxxxx Money), and in the absence of any such termination shall be retained by Seller, provided that if the Closing (as defined below) shall occur, the Xxxxxxx Money shall be applied against the Purchase Price at the Closing. To the extent Until such time as the Xxxxxxx Money is to be disbursed in the form of immediately available funds by wire transferaccordance with this Agreement, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held by Escrow Holder in escrow in accordance with an interest bearing account for the provisions benefit of Section 14.5Buyer. All interest earned on At the Closing, the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Purchase Price. The Xxxxxxx Money shall not constitute liquidated damages for Buyer’s default as provided in Section 2.1.2 below. At Seller’s option, Seller may deposit the Deed and any other instruments or instructions that Seller may be so applied and the required to deposit in Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the hereunder with Escrow Agent a replacement letter of creditHolder through Escrow Holder’s office at 0000-X Xxxxxxxxx Xxxxx, in the same form and issued by the same issuing bankXxxxx 000, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx, Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided00000, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAAttn: ______________.

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

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

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

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

Xxxxxxx Money. Within two (2) Business Days Buyer has paid or will pay within days after the date Binding Agreement Date to 132 (name of this AgreementXxxxxx) (“Holder”) 133 located at (address of Holder), the Buyer shall an 134 Xxxxxxx Money deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 of $ by check (OR ) 135 (“Xxxxxxx Money”). The In the event any Xxxxxxx Money check is not honored, for any reason, by the bank upon which it is 136 drawn, Holder shall promptly notify Buyer and Seller. Buyer shall have one (1) day after notice to deliver good funds to 137 Holder. In the event Buyer does not timely deliver good funds, Seller shall have the right to terminate this Agreement 138 upon written notice to Buyer via the Notification form or equivalent written notice. Xxxxxxx Money is to be deposited 139 promptly after the Binding Agreement Date or the agreed upon delivery date in this Xxxxxxx Money paragraph or as 140 specified in the form of either Special Stipulations paragraph contained at paragraph 18 herein. Holder shall disburse Xxxxxxx Money 141 only as follows: 142 (a) immediately available funds by wire transfer at closing to an account at the Escrow Agentbe applied as a credit toward Xxxxx’s office as Escrow Agent shall designate to the Buyer or Purchase Price; 143 (b) upon a written agreement signed by all parties having an interest in the form funds; 144 (c) upon order of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and court or arbitrator having a face amount equal to jurisdiction over any dispute involving the Xxxxxxx Money; 145 (d) upon a reasonable interpretation of the Agreement; or 146 (e) upon the filing of an interpleader action with payment to be made to the clerk of the court having jurisdiction 147 over the matter. To 148 Holder shall be reimbursed for, and may deduct from any funds interpleaded, its costs and expenses, including 149 reasonable attorney’s fees. The prevailing party in the extent interpleader action shall be entitled to collect from the other party 150 the costs and expenses reimbursed to Holder. No party shall seek damages from Holder (nor shall Holder be liable for 151 the same) for any matter arising out of or related to the performance of Xxxxxx’s duties under this Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5152 paragraph. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied disbursed prior to fourteen (14) days after deposit unless written evidence of 153 clearance by bank is provided. 154 4. Closing, Prorations, Special Assessments and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAWarranties Transfer.

Xxxxxxx Money. Within two three (23) Business Days business days after the date execution of this AgreementAgreement by Seller and Buyer, the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement Land America-Commonwealth Land Title Insurance Company, Xxx Xxxxxx, Xxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, Attention: Xxxxx Xxx Xxxx, Vice President and Senior National Commercial Closer (the Other PSAs equal to “Title Company”), in good funds immediately collectible by the Title Company, the sum of Ten Million Dollars ($150,000,000 10,000,000.00), as xxxxxxx money (the “Xxxxxxx Money”)) to be held in accordance with this Agreement, including the provisions of Section 10.16 herein. Buyer’s delivery of the Xxxxxxx Money to the Title Company within the prescribed time period is a condition precedent to the effectiveness of this Agreement; and, if Buyer fails to deliver the Xxxxxxx Money to the Title Company within the time prescribed, this Agreement will be of no further force and effect. The Xxxxxxx Money shall be held in the form an interest bearing account and all interest thereon shall be deemed a part of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transferShould Buyer elect to cancel and terminate this Agreement pursuant to Section 3.3 below, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent then the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with will be returned to Buyer. If the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while Closing as contemplated hereunder should occur, then any cash held by Escrow Agent shall the Title Company will be paid by the Title Company to Seller at the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata and any such cash portion of the Xxxxxxx Money and any interest earned thereon shall will be applied credited against the Purchase Price payable by Buyer to the Cash Consideration Amount to be paid Seller at the Closing pursuant to this Agreement Closing. From and each Other PSA (unless such Xxxxxxx Money is in after the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount expiration of the last letter of credit so delivered less the applicable pro rata portion Contingency Period (as defined herein), all of the Xxxxxxx Money released at will be non-refundable to Buyer in all respects; notwithstanding the Closing foregoing, all of the Xxxxxxx Money will be refundable to Buyer if this Agreement is canceled and terminated by Buyer under Section 9.7 (“Replacement Letter of CreditBuyer’s Closing Conditions”), Section 9.8 (“Seller’s Closing Condition”) promptly upon the Closingor Section 10.1 (“Remedies”) below, or under Section 5.3 (“Title Objections”); provided, however, that in all events at least the greater of Section 6.1 (x“Casualty”) $25,000,000 and or Section 6.2 below (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial ClosingCondemnation”); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSA.

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

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

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

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

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

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

Xxxxxxx Money. Within two five (25) Business Days business days after the date of this AgreementEffective Date, the Buyer Purchaser shall deposit in escrow with the Escrow Agent an aggregate the amount under of (together with any interest accrued thereon and other additions thereto, shall be collectively referred to as the "Xxxxxxx Money"). Within five (5) business days following the end of the Contingency Period, in the event this Agreement has not been terminated, Purchaser shall deposit an additional (the "Additional Deposit") (the Additional Deposit when deposited with the Escrow Agent, together with any interest accrued thereon and other additions thereto, shall be collectively referred to as the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”” for all purposes). Until such time as the Additional Deposit is delivered to the Escrow Agent, the Additional Deposit shall not be deemed a part of the Escrow Money. Escrow Agent will deposit the Xxxxxxx Money in a non-interest bearing escrow account. Escrow Agent may co-mingle the Xxxxxxx Money with the escrow funds of others. The Xxxxxxx Money shall be held in escrow to be applied for Purchaser’s benefit against the form of either (a) immediately available funds Purchase Price at Closing or as otherwise provided for by wire transfer to an account at the Escrow Agent’s office as this Agreement. The Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion make disbursements of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to in accordance with this Agreement and each Other PSA (unless such Xxxxxxx Money is in reliance upon written directions of Purchaser and Seller. In the form event that a dispute arises with respect to the distribution of a letter of credit in which case the Xxxxxxx Money shall not be so applied and any funds held, the Escrow Agent may apply to a court of competent jurisdiction for an order determining the party or parties to whom such deposit shall return the undrawn letter be paid. All costs of credit to the Buyer such proceedings together with all reasonable attorneys’ fees and Buyer shall deliver to costs incurred by the Escrow Agent a replacement letter of credit, and the successful party or parties in the same form and issued connection therewith shall be paid by the same issuing bank, having a face amount equal unsuccessful party or parties to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAproceeding.

Xxxxxxx Money. Within two Purchaser shall pay $121,500.00 in in Xxxxxxx Money to Seller. Purchaser shall deliver to Lawyers Title Insurance Corporation, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Xxxxxx X. Xxxxx, Esq. (2the “Escrow Agent”), within one (1) Business Days business day after the date of this Agreement, the Buyer sum of FIFTEEN THOUSAND ONE HUNDRED EIGHTY SEVEN and 50/100 DOLLARS ($15,187.50) in cash (such amount, together with all interest, if any, earned thereon being referred to as the “Initial Xxxxxxx Money”). The Initial Xxxxxxx Money shall be invested by the Escrow Agent in an account as Purchaser may direct. Seller shall have the option of terminating this Agreement if the Initial Xxxxxxx Money is not delivered to the Escrow Agent within such time. Upon the expiration of the Inspection Period as hereinafter defined, if Purchaser has not terminated this Agreement pursuant to Section 5.2(a) hereof, Purchaser shall deposit in cash the sum of ONE HUNDRED SIX THOUSAND THREE HUNDRED TWELVE and 50/100 ($106,312.50) (such amount, together with Escrow Agent an aggregate amount under this Agreement all interest, if any, earned thereon being referred to as the “Additional Xxxxxxx Money” and the Other PSAs equal Additional Xxxxxxx Money together with the Initial Xxxxxxx Money being hereinafter collectively referred to $150,000,000 (as the “Xxxxxxx Money”). The Upon the deposit of the Additional Xxxxxxx Money, and except as otherwise set forth in this Agreement, the entire Xxxxxxx Money deposit shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate become non-refundable pursuant to the Buyer or (b) in terms of this Agreement. If the form sale of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as the Property is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal consummated pursuant to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form terms of immediately available funds by wire transferthis Agreement, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the all Xxxxxxx Money and any interest earned thereon shall be paid to Seller and applied to the Cash Consideration Amount to be paid at payment of the Closing pursuant to Purchase Price. If this Agreement and each Other PSA (unless such is properly terminated prior to the end of Inspection Period or prior to the expiration of the Financing Contingency Period, or in accordance with any other express provision of this Agreement by either party in accordance with the terms hereof, then the Xxxxxxx Money is on deposit and any interest earned thereon shall be immediately returned to Purchaser, and no party hereto shall have any further obligations under this Agreement except for the obligations specified in Section 5.2(a) and Section 11.2. Purchaser and Seller shall enter into with Escrow Agent an Escrow Agreement in the form attached hereto as Exhibit B, with regard to the rights and obligations of a letter of credit in which case Escrow Agent, Purchaser and Seller with regard to the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAMoney.

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

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

Xxxxxxx Money. Within two (2) Business Days business days after the date final execution of this AgreementContract by all parties hereto, Purchaser shall deliver to First American Title Insurance Company (the Buyer shall deposit with "Escrow Agent" or the "Title Company"), whose address is 0000 Xxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, to the attention of Xxxxxxxx X. Xxxxxxxxx, Vice President, a check payable to the order of the Agent an aggregate in trust in the amount under this Agreement of Fifty Thousand and the Other PSAs equal to No/100 Dollars ($150,000,000 50,000.00) (“"Xxxxxxx Money”"). The All Xxxxxxx Money shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers held and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow delivered in accordance with the provisions of Section 14.5hereof. Escrow Agent shall immediately present for payment the check deposited by Purchaser and deposit same into an interest bearing Trust Account. All interest earned accruing upon the Xxxxxxx Money shall be held for the benefit of Purchaser so long as Purchaser is not in default under the terms of this Contract. If Purchaser defaults under the terms of this Contract or fails to acquire the Property through no fault of Seller, all interest accruing on the Xxxxxxx Money while held by Escrow Agent shall accrue to the benefit of Seller. If Purchaser does not terminate this Contract during the Inspection Period (as defined in Article VI hereinbelow) then, within two (2) business days after the expiration of the Inspection Period, the Title Company shall immediately disburse the entire $50,000.00 xxxxxxx money deposit to Seller; upon such disbursement the $50,000.00 xxxxxxx money deposit shall be paid non-refundable to the party to whom Purchaser except in the event of a default by Seller hereunder, but, if this Contract closes, then the entire $50,000.00 xxxxxxx money deposit shall be applied in partial satisfaction of the purchase price payable at closing. In the event that this Contract is closed, then all Xxxxxxx Money shall be applied in partial satisfaction of the purchase price hereunder. In the event that this Contract does not close, then the Xxxxxxx Money shall be disbursed in the manner provided for elsewhere herein. Notwithstanding the foregoing or anything to the contrary contained elsewhere in this Contract, it is paid, except understood and agreed that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion One Hundred Dollars ($100.00) of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application delivered to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (Seller as such term is defined in the Master PSA) valuable consideration for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” inspection period described in Article VI hereinbelow and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 execution of the Master PSAthis Contract by Seller.

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

Xxxxxxx Money. Within two (2) Business Days of the Effective Date, Purchaser will deliver to Title Houston Holdings, 0000 Xxx Xxxxxx, Suite 1020, Houston, TX 77063, Attention: Ms. Xxxxx Xxxxxxx (the “Title Company”), as escrow agent, Five Hundred Thousand and No/100 DOLLARS ($500,000.00) (by Immediately Available Funds) as xxxxxxx money (the “Initial Xxxxxxx Money”), which the Title Company will deposit and hold in an interest bearing account. If Purchaser does not timely deliver the Initial Xxxxxxx Money as provided in this Section 3, then this Agreement shall be null and void, and neither party shall have any right or obligation hereunder. In addition, if this Agreement is not terminated pursuant to the provisions of Section 5(b) or otherwise, within two (2) Business Days after the date end of the Inspection Period, Purchaser will deposit with the Title Company (by Immediately Available Funds) an additional One Million and No/100 DOLLARS ($1,000,000.00) (the “Additional Xxxxxxx Money”), which the Title Company will deposit and hold in an interest bearing account. If Purchaser does not timely deliver the Additional Xxxxxxx Money as provided in this Section 3, then this Agreement shall be null and void, and neither party shall have any right or obligation under this Agreement. For the purpose of this Agreement, the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (term “Xxxxxxx Money”). The ” shall include the Initial Xxxxxxx Money, the Additional Xxxxxxx Money, if paid, the Extension Xxxxxxx Money shall be in (as defined below), if paid, and any interest earned thereon. If the form of either (a) immediately available funds transaction contemplated by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as this Agreement is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transferclosed, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent then the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with applied toward payment of the Escrow Agent acceptable Purchase Price to be paid at Closing. If the Buyer and transaction is not closed, then the Sellers and shall be held in escrow Title Company will disburse the Xxxxxxx Money in accordance with the provisions of Section 14.5this Agreement. All interest earned on Notwithstanding the foregoing or anything to the contrary contained herein, One Hundred and 00/100 Dollars ($100.00) (the “Independent Consideration”) of the Initial Xxxxxxx Money while held by Escrow Agent shall be paid released to Seller after Title Company’s receipt of the party to whom the Initial Xxxxxxx Money is paid, except that if (which Purchaser hereby authorizes and directs the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(bTitle Company to release). At the Closing and each Other PSA Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon The Independent Consideration shall be nonrefundable to Purchaser but shall be applied to the Cash Purchase Price if the transaction contemplated by this Agreement is closed. The Independent Consideration Amount is being paid by Purchaser to be paid at Seller in consideration of Seller’s agreement to the Closing pursuant to terms and provisions of this Agreement, including, without limitation, the limited termination rights herein provided. The Independent Consideration is independent of any other consideration provided in this Agreement and each Other PSA shall be retained by Seller in all events. Further, Seller will use commercially reasonable efforts to cause Underwriter (unless such Xxxxxxx Money as hereinafter defined) to execute and deliver to Purchaser, prior to that date which is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit two (2) Business Days prior to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount expiration of the last Inspection Period (defined below), a closing service letter of credit so delivered less or insured closing letter in written form reasonably satisfactory to Purchaser with respect to funds deposited by Purchaser with the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSATitle Company.

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

Xxxxxxx Money. Within Assignee agrees to deposit Two Million Eight Hundred Thousand and 00/100 Dollars ($2,800,000.00) as xxxxxxx money (together with the interest earned thereon, the “Xxxxxxx Money”) with Heritage Title Company of Austin, Inc., Attention: Xxx Xxxxxx (“Escrow Agent”), within two (2) Business Days business days after the date Effective Date, receipt of which shall be acknowledged by Escrow Agent. Except as otherwise provided in this Agreement, the Buyer Xxxxxxx Money shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”)be non-refundable. The Xxxxxxx Money shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office applied as Escrow Agent shall designate a credit to the Buyer or (b) in Assignment Payment at Closing. In the form event of a letter termination of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transferthis Agreement, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied delivered to the party hereto entitled to same pursuant to the terms hereof on or before the fifth (5th) business day following receipt by Escrow Agent and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Agent shall return that it disputes the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount right of the last letter of credit so delivered less the applicable pro rata portion of other party to receive the Xxxxxxx Money released at prior to the Closing end of the fourth (“Replacement Letter 4th) business day following receipt of Credit”) promptly upon the Closing)termination; provided, however, that in all events at least if the greater of (x) Xxxxxxx Money is to be paid to Assignor, Escrow Agent shall, without any further authorization or instruction from Assignor or any other party, pay $25,000,000 and (y) ten percent (10%) 100.00 of the aggregate Allocated Asset Value Xxxxxxx Money to Assignee as independent consideration for this Agreement. In the event of such a dispute, Escrow Agent may interplead the sum Xxxxxxx Money into a court of (A) competent jurisdiction in the remaining “Deferred Assets” under county in which the Master PSA Xxxxxxx Money has been deposited. All attorneys’ fees and (B) the “Transferred Assets” under this Agreement costs and each Other PSA, Escrow Agent’s costs and expenses incurred in connection with such interpleader shall be reserved for application assessed against the party that is not awarded the Xxxxxxx Money, or if the Xxxxxxx Money is distributed in part to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); providedboth parties, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined then in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale inverse proportion of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAdistribution.

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

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

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

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

Xxxxxxx Money. Within two Purchaser shall deliver to Republic Title of Texas, Inc., 0000 Xxxxxx Xxxxxx, 10th Floor, Dallas, Texas 75204, Attn: Xxxxxxxx Xxxxx (2“Escrow Agent”), as agent for Chicago Title Insurance Company (“Title Company”), within three (3) Business Days business days after the date “Effective Date” (as defined below), an xxxxxxx money deposit (the “Initial Deposit”) in the amount of One Million and no/100 Dollars ($1,000,000.00), which shall be deposited by Escrow Agent in its account with Xxxxx Fargo, N.A. Prior to the expiration of the “Approval Period” (as defined below), in the event Purchaser elects not to terminate this Agreement, Purchaser shall make an additional xxxxxxx money deposit (the “Additional Deposit”) with Escrow Agent in the amount of One Million and no/100 Dollars ($1,000,000.00), which shall be deposited by Escrow Agent in its account with Xxxxx Fargo, N.A. The Initial Deposit, together with the Additional Deposit, if and when made, and together with all interest accrued thereon, is herein collectively called the “Xxxxxxx Money”. The Xxxxxxx Money shall be invested by the Escrow Agent in an FDIC-insured, interest-bearing account with Xxxxx Fargo, N.A., separate from other funds held by Escrow Agent, as Purchaser shall direct. If the sale of the Property is consummated under this Agreement, the Xxxxxxx Money shall be paid to Seller and applied as a credit against the Purchase Price at the Parcel Two Closing. At the time the Additional Deposit is made, the entire Xxxxxxx Money shall become nonrefundable except in the event of a Seller default or other provision of this Agreement which allows Purchaser to terminate and receive a refund of the Xxxxxxx Money. If Purchaser terminates this Agreement in accordance with any right to terminate granted to Purchaser by the terms of this Agreement, the Buyer Xxxxxxx Money shall deposit with Escrow Agent an aggregate amount be returned to Purchaser, and neither party hereto shall have any further obligations under this Agreement and except for such obligations which by their terms expressly survive the Other PSAs equal to $150,000,000 termination of this Agreement (the “Xxxxxxx MoneySurviving Obligations”). The Xxxxxxx Money shall be in allocated among the form of either (a) immediately available funds by wire transfer to an account at properties comprising the Escrow Agent’s office Property, as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers set forth on Schedule “C”, attached hereto and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSA.incorporated herein,

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

Xxxxxxx Money. Within two Under the terms of that certain Exclusive Option Agreement by and between the Parties dated as of November 16, 2017 (2) Business Days after the date “Option Agreement”), Buyer has paid xxxxxxx money in the amount of $2,375,088 to Chicago Title Oklahoma (the “Escrow Agent”), which amount is being held by Escrow Agent in accordance with the terms of that certain Escrow Agreement executed by and between the Parties and Escrow Agent on November 16, 2017 (the “Escrow Agreement”). The Parties acknowledge and agree that, upon the execution and delivery of this Agreement, Buyer has fully performed its obligations under the Option Agreement, and all rights and remedies of Seller with respect to any funds deposited by Buyer in connection with the Option Agreement, and any interest earned thereon, shall serve and be considered as the performance deposit with Escrow Agent an aggregate amount under this Agreement and hereunder (the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”). The Xxxxxxx Money , and shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money governed by the Buyer to Escrow Agent terms and conditions of this Agreement. In the event the transaction contemplated hereby is consummated in accordance with the terms hereof, the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable applied to the Purchase Price to be paid by Buyer and at the Sellers and shall be held in escrow in accordance with Closing. If the provisions of Section 14.5. All interest earned on parties fail to consummate the transaction contemplated herein, the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest disbursed in accordance with Section 2.2(b)12 below. At the Closing and each Other PSA ClosingTHE PARTIES HEREBY ACKNOWLEDGE THAT THE EXTENT OF DAMAGES TO SELLER OCCASIONED BY THE FAILURE OF THIS TRANSACTION TO BE CONSUMMATED WOULD BE IMPOSSIBLE OR EXTREMELY DIFFICULT TO ASCERTAIN AND THAT THE AMOUNT OF THE XXXXXXX MONEY IS A FAIR AND REASONABLE ESTIMATE OF SUCH DAMAGES UNDER THE CIRCUMSTANCES AND DOES NOT CONSTITUTE A PENALTY, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAAND THAT THE XXXXXXX MONEY IS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER THEREFOR.

Xxxxxxx Money. Within two No later than three (23) Business Days business days after the date complete execution and delivery of this Agreement, and as a condition to the effectiveness of same (the date upon which this Agreement has been fully executed and delivered to both parties and the escrow holder, the “Effective Date”), Buyer shall deposit with Chicago Title Insurance Company, Xxxxxx Xxxxxxx, Escrow Agent an aggregate amount under this Agreement Officer, 000 X Xxxxxx Xxxxxx, Xxx #0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000 (the “Escrow Holder”) the sum of Two Hundred Fifty Thousand Dollars ($250,000.00) as its xxxxxxx money deposit. Subject to the terms and conditions hereof, the Other PSAs equal to $150,000,000 Deposit (“Xxxxxxx Money”). The Xxxxxxx Money hereinafter defined) shall be in applied against the form of either (a) immediately available funds by wire transfer to an account Purchase Price at Closing. Escrow Holder shall place the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent Deposit in an interest-bearing account with the Escrow Agent a financial institution reasonably acceptable to the Buyer Buyer, and all interest shall accrue to Buyer’s account. Escrow shall be deemed open only when Escrow Holder is in possession of a mutually executed copy of this Agreement, or executed counterparts of same, and the Sellers Deposit (the “Opening of Escrow”). The Deposit and any interest earned on it are sometimes referred to herein collectively as the “Deposit”. The Deposit (less the Independent Consideration referred to below) shall be applicable to the Purchase Price upon the Close of Escrow (as defined in Paragraph 3.1, below) and the Deposit shall be nonrefundable to Buyer from and after the expiration of the “Contingency Period” (as defined in Paragraph 5 below) in the event Buyer defaults under this Agreement following the Contingency Period. Accordingly, if the transaction contemplated hereby closes as provided herein, the Deposit shall be paid to Seller and shall be held in escrow credited toward the Purchase Price. However, if this Agreement is terminated pursuant to the terms hereof prior to the expiration of the Contingency Period, or is otherwise terminated as a result of the failure of the Conditions Precedent, Escrow Holder shall promptly return the Deposit (less the Independent Consideration, unless such Independent Consideration has been paid to Seller) to Buyer. If this Agreement is not terminated prior to the end of the Contingency Period in accordance with the terms hereof, or otherwise as a result of the failure of the Conditions Precedent, and the Closing fails to occur as a result of an uncured default of Buyer, the Deposit shall constitute “Liquidated Damages” as provided in and subject to the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAParagraph 17.2 below.

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

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

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

Xxxxxxx Money. Within two (2a) Business Days after The last party to execute this Agreement shall deliver at least three (3) fully executed copies of this Agreement to the Title Company (hereinafter defined in Subsection 7(a)). The date on which at least three (3) fully executed copies of this Agreement are received by the Title Company shall be the "Effective Date" of this Agreement, and the Buyer Title Company shall provide Seller and Purchaser with written confirmation of the Effective Date and with at least one (1) fully executed copy of this Agreement. Within three (3) Business Days (hereinafter defined in Section 23) after the Effective Date, Purchaser shall deliver to the Title Company, as escrow agent, a certified check payable to the order of the Title Company in the amount of $100,000 (the "Initial Xxxxxxx Money"), which the Title Company shall immediately present for payment and deposit in an interest bearing account with Escrow Agent an aggregate amount under insured financial institution. If this Agreement and is not terminated at or prior to the Other PSAs equal end of the Inspection Period (hereinafter defined in Subsection 8(c)), then within one (1) Business Day after the end of the Inspection Period, Purchaser shall deliver to the Title Company, as escrow agent, a certified check payable to the order of the Title Company in the amount of $150,000,000 400,000 (“the "Additional Xxxxxxx Money”"), which the Title Company shall immediately present for payment and deposit in the same interest bearing account in which the Initial Xxxxxxx Money is held. The Initial Xxxxxxx Money and, from and after the date that the Additional Xxxxxxx Money is delivered to the Title Company, the Additional Xxxxxxx Money shall be in referred to hereinafter as the form "Xxxxxxx Money" for so long as it is held by, or under the control of, the Title Company. In lieu of either (a) immediately available a certified check, Purchaser may wire any such funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5Title Company. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid taxed to the party to whom employer identification number of Purchaser (which is 00-0000000) and shall be added to, and become a part of, the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for as such interest has accrued and becomes payable without risk of forfeiture to the depository institution. Purchaser agrees to cooperate with the Title Company in accordance with Section 2.2(b). At all reasonable respects to ensure the Closing timely deposit and each Other PSA Closing, a pro rata portion investment of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 the terms of the Master PSAthis Agreement.

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

Xxxxxxx Money. Within two Purchaser shall deliver to MBL Title, 0000 Xxxxx Xxxxxxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000, Attention Xxxxxxxx Xxxxx, Senior Vice President - National Commercial Services (2“Escrow Agent”), as agent for a national title underwriter acceptable to Purchaser (“Title Company”), within three (3) Business Days business days after the date “Effective Date” (as defined below), an xxxxxxx money deposit (the “Initial Deposit”) in the amount of Two Hundred Fifty Thousand and no/100 Dollars ($250,000.00). In the event that Purchaser delivers the “Closing Notice” (as defined in Section 4.1.1 of this Agreement) to Seller, Exhibit 10.1 then within three (3) business days following the expiration of the “Approval Period” (as defined in Section 4.1.1 of this Agreement), Purchaser shall make an additional deposit (the “Additional Deposit”) with Escrow Agent in the amount of Two Hundred Fifty Thousand and no/100 Dollars ($250,000.00). The Initial Deposit, together with the Additional Deposit, if delivered hereunder, and together with all interest accrued thereon, is herein collectively called the “Xxxxxxx Money”. The Initial Deposit, and the Additional Deposit, if made, shall be invested by the Escrow Agent in an FDIC-insured, interest‑bearing account as Purchaser shall direct. If the sale of the Property is consummated under this Agreement, the Xxxxxxx Money shall be paid to Seller and applied as a credit against the Purchase Price at Closing. If Purchaser terminates this Agreement in accordance with any right to terminate granted to Purchaser by the terms of this Agreement, the Buyer Xxxxxxx Money shall deposit with Escrow Agent an aggregate amount be returned to Purchaser, and neither party hereto shall have any further obligations under this Agreement and except for such obligations which by their terms expressly survive the Other PSAs equal to $150,000,000 termination of this Agreement (the “Xxxxxxx MoneySurviving Obligations”). The Xxxxxxx Money Deposit shall be in allocated between the form of either (a) immediately available funds by wire transfer to an account at properties comprising the Escrow Agent’s office Property, as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers set forth on Schedule “C” attached hereto and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid to the party to whom the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Xxxxxxx Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Xxxxxxx Money is in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSAincorporated herein.

Xxxxxxx Money. Within two (2) Business Days after business days following the date mutual execution of this Agreement, the Buyer Purchaser shall deposit $1,375,000 (the "Xxxxxxx Money") with Escrow Agent an aggregate amount under the Title Company; and, if Purchaser fails to deposit the Xxxxxxx Money with the Title Company when due hereunder, this Agreement shall be null and the Other PSAs equal to $150,000,000 (“Xxxxxxx Money”)void. The Xxxxxxx Money shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Xxxxxxx Money. To the extent the Xxxxxxx Money is in the form of immediately available funds by wire transfer, upon delivery of such Xxxxxxx Money held by the Buyer to Escrow Agent the Xxxxxxx Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow Title Company in accordance with the provisions of Section 14.5. All terms hereof and invested in a money market account, and all interest earned on the Xxxxxxx Money while held by Escrow Agent shall be paid added to the party to whom and deemed a part of the Xxxxxxx Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b)Money. At the Closing and each Other PSA Closing, a pro rata A portion of the Xxxxxxx Money and any interest earned thereon in the amount of $350,000 (the "Initial Non-Refundable Amount") shall be applied non-refundable upon deposit with the Title Company and payable to the Cash Consideration Amount to be paid at the Closing pursuant to Seller if this Agreement and each Other PSA (unless such Xxxxxxx Money is terminated for any reason except in the form of a letter of credit in which case the Xxxxxxx Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Xxxxxxx Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under event Purchaser terminates this Agreement and each Other PSA(i) as a result of Seller's default hereunder, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent ii) as follows: (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSAa) in accordance with Section 14.33 7(A) below as a result of Purchaser's objection to a title issue set forth in the Title Commitment (defined below) that would have a material adverse impact on the value, ownership, use, leasing, marketability or financeability of the Master PSAProperty as determined by Purchaser in its commercially reasonable discretion; (b) in accordance with Section 7(B) below as a result of Purchaser's objection to a material environmental condition at the Project, which Seller is unwilling or unable to cure prior to Closing in a manner acceptable to Purchaser in its commercially reasonable discretion; (c) in accordance with Section 7(D) as a result of a casualty to the Project or portion thereof; (d) in accordance with Section 7(E) as a result of a condemnation proceeding which would result in the taking of the Project or any portion thereof; or (e) in accordance with Section 7(F) as a result of the failure to provide the "Required Pactra Estoppel". Except as provided above, the balance of the Xxxxxxx Money (excluding the Initial Non-Refundable Amount) shall be refunded to Purchaser if this Agreement is terminated prior to the expiration of the Due Diligence Deadline. If the Closing does not occur hereunder for any reason other than Purchaser's default hereunder, the balance of the Xxxxxxx Money shall be refunded to Purchaser (provided that if the Closing does not occur due to Seller's default, the entire Xxxxxxx Money shall be refunded to Purchaser); and, if the Closing does not occur due to Purchaser's default hereunder, the Xxxxxxx Money shall be paid to Seller as liquidated damages in accordance with the terms of this Agreement. If the Closing occurs hereunder, the Xxxxxxx Money shall be paid to Seller and credited against the Purchase Price.

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