Common use of Escrow Clause in Contracts

Escrow. Borrower, in order to more fully protect the security of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when due.

Escrow. Borrower, The parties hereto make and designate Xxxxxxxx County Abstract and Title Company the Escrow Agent for this transaction. The Escrow Agent is hereby advised to hold the “Deed” in order Escrow until the purchase price has been paid in full; at which time the Deed will be delivered to more fully protect the security Buyer(s). The Escrow Agent is directed to pay all expenses incurred in connection with the sale of the Mortgageabove-described real estate, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, including a sum equal to one-twelfth (1/12) real estate commission of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by gross proceeds from the terms hereofsale. Huntington The Escrow/Closing Agent shall hold such monthly payments pay over the balance to which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1Seller(s) month prior are entitled to the due date thereof Seller(s) or Sellers’ assigns. Seller(s) and that Borrower shall furnish Huntington with proper statements covering the same fifteen Buyer(s) Responsibilities: (15Place initial S=Seller B=Buyer SE= Split Equally) days prior to the due dates thereof. Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of foreclosure filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance of the Mortgagepurchase price to be provided by Certified Funds or bank wire transfer to the Escrow Agent’s financial institution at or prior to closing. Notwithstanding the definition of good funds under Kansas law, or if Huntington should take a deed in lieu of foreclosure, it is agreed by the amount so accumulated shall parties hereto that funds to close must be fully settled and unconditionally credited on to the account of the unpaid principal Escrow Agent at or interestprior to closing. If The parties understand that applicable Kansas real estate laws prohibit the total escrow agent from distributing the xxxxxxx money, once deposited, without the consent of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation of this agreement, shall constitute consent to distribution of the monthly payments xxxxxxx money as made under this Section 9 shall exceed the payments actually made by Huntingtonsuggested in any such certified letter, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured or as demanded by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueother party hereto.

Escrow. Borrower, in order to more fully protect the security Forte represents that it has deposited with an escrow agent copies of the Mortgagesource code and reasonable technical documentation for all the most recent versions of the Products licensed under the Agreement, does hereby covenant pursuant to a Technology Escrow Agreement with such escrow agent, a copy of which has been provided to VAR. Upon VAR's execution of the instrument enrolling VAR as a party to the Technology Escrow Agreement attached as Exhibit G, VAR shall be entitled to receive a copy of the escrowed source code and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or documentation from the escrow agent in the event of any other default and Huntington does not then elect Forte becomes insolvent, is a party to exercise its other remediesa bankruptcy filing, then Borrower shall, upon request of Huntington, pay ceases business operations generally or ceases to Huntington on make available maintenance or support services for the first day of each month, until the Indebtedness is fully paid, a sum equal to onethen-twelfth (1/12) current version of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereoflicensed Product. Huntington Forte shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior all relevant escrow fees to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereofescrow agent. In the event VAR receives the escrowed source code and documentation, VAR shall have the royalty-free, nonexclusive, perpetual right to use such source code solely for use in maintaining and supporting the licensed Products under the terms of foreclosure this Agreement. All such source code, as delivered or modified, shall constitute Confidential Information of Forte for purposes of Section 7.1 of the MortgageAgreement, and VAR shall not disclose the source code or if Huntington should take a deed in lieu of foreclosure, its modifications to others or permit others to copy the amount so accumulated source code or modifications thereof. Forte shall be credited on account of update the unpaid principal or interestdeposited material within thirty (30) days after each major update to the licensed Product. If Forte [*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. acknowledges VAR's right to request and receive verification from the total of the monthly payments escrow agent (and/or Forte) confirmation that Forte has deposited source materials as made obligated under this Section 9 shall exceed the payments actually made by Huntingtonparagraph. [*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Exhibit A --------- Forte Software, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, Inc. ------------------- VAR Fees and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when due.Royalties ----------------------

Escrow. Borrower, in order to more fully protect The Escrow Deposit shall be held by the security of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington Escrow Agent for a period ending on the first day of each monthEscrow Release Date, until except the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as Escrow Deposit may be required by withheld after the terms hereof. Huntington shall hold such monthly payments Escrow Release Date for so long as is reasonably necessary to satisfy claims for indemnification which may be mingled with its general funds, without obligation are the subject to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month a Claims Notice delivered prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereofEscrow Release Date. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated The Escrow Deposit shall be credited on account of held and disbursed by the unpaid principal or interestEscrow Agent in accordance with an Escrow Agreement. If the total Closing occurs, Parent agrees that the right to indemnification pursuant to this Article XII shall constitute Parent’s sole and exclusive remedy and recourse against the Shareholders for Losses attributable to any Indemnifiable Matters. Except with respect to the Excluded Obligations the maximum aggregate liability of any Shareholder individually shall be limited to such Shareholder’s Pro Rata Portion of the monthly payments as made under this Escrow Deposit and the maximum aggregate liability of the Shareholders collectively for the Excluded Obligations (other than the Section 9 shall exceed the payments actually made by Huntington, such excess 3.12 Indemnifiable Matters) shall be credited on subsequent monthly payments limited to the Cash Consideration (and for the Employee Shareholders also the value of the same nature, but if Restricted Equity Consideration) and of any Shareholder individually for the total of such monthly payments so made under this Excluded Obligations (other than the Section 9 3.12 Indemnifiable Matters) shall be insufficient limited to pay such taxesShareholder’s Pro Rata Portion of the Losses up to the aggregate amount of the Cash Consideration which such Shareholder is entitled (and for an Employee Shareholder the value of his share of the Restricted Equity Consideration). The maximum aggregate liability of the Stockholders for the Section 3.12 Indemnifiable Matters shall be limited as follows: (a) for Section 3.12 Indemnifiable Matters arising during the period beginning on the Closing Date and continuing until the twelve (12) month anniversary of the Closing Date, assessmentsthe maximum liability of each Stockholder shall be limited to such Stockholder’s Pro Rata Portion of Five Million Dollars ($5,000,000), (b) for Section 3.12 Indemnifiable Matters arising during the period beginning on the day after the twelve (12) month anniversary of the Closing Date and continuing until the eighteen (18) month anniversary of the Closing Date, the maximum liability of each Stockholder shall be limited to such Stockholder’s Pro Rata Portion of Four Million Dollars ($4,000,000), (c) for Section 3.12 Indemnifiable Matters arising during the period beginning on the day after the eighteen (18) month anniversary of the Closing Date and continuing until the twenty-four (24) month anniversary of the Closing Date, the maximum liability of each Stockholder shall be limited to such Stockholder’s Pro Rata Portion of Three Million Dollars ($3,000,000), (d) for Section 3.12 Indemnifiable Matters arising during the period beginning on the day after the twenty-four (24) month anniversary of the Closing Date and continuing until the thirty (30) month anniversary of the Closing Date, the maximum liability of each Stockholder shall be limited to such Stockholder’s Pro Rata Portion of $Two Million Dollars ($2,000,000), and insurance premiums then due(e) for Section 3.12 Indemnifiable Matters arising during the period beginning on the day after the thirty (30) month anniversary of the Closing Date and continuing until the thirty six (36) month anniversary of the Closing Date, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments maximum liability of each Stockholder shall be secured by limited to such Stockholder’s Pro Rata Portion of One Million Dollars ($1,000,000). For the Mortgage. To the extent that all the provisions purposes of this Section 9 for such payments Agreement, “Pro Rata Portion” of taxes, assessments, and insurance premiums a Shareholder as to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein any Losses or as to the amounts paid only, but nothing contained in this Section 9 Escrow Deposit shall be construed equal to the percentage of the Merger Consideration to which such Shareholder is entitled as in any way limiting set forth on Schedule 2.3. For purposes of Article XII, the rights Restricted Equity Consideration shall be valued (irrespective of Huntington at its option vesting) based on the Closing Market Price, and as to pay any and all of said items when dueshares not yet vested pursuant to Section 7.8 the Employee Shareholders’ liability with respect thereto shall be limited to forfeiting such unvested shares.

Escrow. Borrower, in order to more fully protect the security of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of if there shall occur any other default Event of Default, as hereinafter defined, and Huntington Lender does not then elect to exercise its other remedies, then Borrower shall, upon request of HuntingtonLender, pay to Huntington Lender on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereofhereof and, if applicable, any replacement reserve amounts payable by Borrower. Huntington Lender shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington Lender with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington Lender should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by HuntingtonLender, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to HuntingtonLender, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington Lender at its option to pay any and all of said items when due.

Escrow. BorrowerXxxxx agrees to open an escrow (“Escrow’) in accordance with this Agreement at Xxxxxxx Title (“Escrow Holder”), located at 0000 Xxxxxx Xxxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx 00000 and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval of this Agreement. Buyer shall, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in order Section 4 (b) above. These deposits may be referred to more fully protect herein as the security “Xxxxxxx Money Deposits”. The Xxxxxxx Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the MortgageParties, does hereby covenant and Xxxxxx Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree thatto do all acts reasonably necessary to close Escrow as soon as possible, if Borrower but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall fail to timely pay taxes, assessments or insurance premiums as provided above, or mean the date necessary instruments of conveyance are recorded in the event office of any other default the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both Xxxxx and Huntington does not then elect Seller. Buyer shall review and respond to exercise its other remedies, then Borrower said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon request receipt of Huntingtona statement of estimated closing cost from Escrow Holder, pay to Huntington on deposit the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) balance of the known or estimated yearly taxes, assessments, premiums Purchase Price together with additional funds as set forth in the statement. The deposit shall be made in accordance with the wire transfer instructions of the Escrow Holder and shall be made in sufficient time to allow for such insurance the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into Xxxxxx an executed Xxxxx Xxxx conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be required by the terms hereofreasonable and necessary to complete this transaction in a timely manner. Huntington All funds received in Escrow shall hold such monthly payments which be deposited with other Escrow funds in a general escrow account(s) and may be mingled with its general funds, without obligation transferred to pay interest thereonany other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment Seller requests another form of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when duepayment.”

Escrow. BorrowerAt or prior to the Closing, the Purchaser, the Company, the INXB Representative and Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Transaction Effective Time, in order form and substance reasonably satisfactory to more fully protect the security Parties (the “Escrow Agreement”), pursuant to which the Purchaser shall deposit six hundred eight-eight thousand, six hundred and three (688,603) shares of the MortgagePurchaser Common Stock (including any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, does hereby covenant the “Escrow Shares”) with the Escrow Agent to be held and agree that, if Borrower disbursed by the Escrow Agent in a segregated escrow account (“Escrow Account”) in accordance with the terms of Article VII hereof and the Escrow Agreement. The Escrow Shares shall fail be allocated among the Company Holders pro rata based on their respective Pro Rata Share. The Escrow Shares to timely pay taxes, assessments or insurance premiums as provided above, or be deposited in the event Escrow Account shall be issued in the name of the Company Holders who would otherwise have received those shares in the Transaction Merger. Those Company Holders shall also have the right to vote the Escrow Shares and to receive currently any ordinary income dividends with respect thereto. The Escrow Shares, along with any dividends, distributions or other default income thereon (other than ordinary income dividends previously distributed), shall be applied to satisfy any indemnification claims against the Indemnifying Party pursuant to and Huntington does not then elect in accordance with Article VII hereof. The Escrow Shares shall no longer be subject to exercise its any indemnification claim after the first (1st) anniversary of the Closing Date (the “Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VII hereof on or prior to the Expiration Date that remain unresolved at the time of the Expiration Date (“Pending Claims”), all or a portion of the Escrow Shares (and any dividends, distributions or other remedies, then Borrower shall, upon request income thereon (other than ordinary income dividends previously distributed)) necessary to satisfy such Pending Claims (as determined based on the amount of Huntington, pay to Huntington on the indemnification claim included in the Claim Notice provided by the INXB Representative under Article VII and the Purchaser Share Price as of the first day of each month, after the Expiration Date) shall remain in the Escrow Account until the Indebtedness is fully paid, a sum equal such time as such Pending Claim shall have been finally resolved pursuant to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxesArticle VII. After the Expiration Date, assessmentsany remaining Escrowed Property remaining in the Escrow Account that is not subject to Pending Claims, and insurance premiums to Huntingtonif any, are complied with, Borrower shall be relieved disbursed to the Exchange Agent for distribution to the Company Holders that have met the requirements for payment of compliance the Merger Consideration in accordance with Section 2.9, with each such Company Holder receiving their Pro Rata Share of such Escrowed Property. Promptly after the final resolution of all Pending Claims, the Escrow Agent shall disburse any remaining Escrowed Property remaining in the Escrow Account to the Exchange Agent for distribution to the Company Holders that have met the requirements for payment of the Merger Consideration in accordance with Section 2.9 (or, to the extent required by Section 2.9(h), to the Purchaser for distribution to such Company Holders), with each Company Holder receiving its Pro Rata Share of such Escrowed Property. The Escrow Agent will, promptly after its receipt of any ordinary income dividend declared and paid on the Escrow Shares, disburse from the Escrow Account such ordinary income dividend to the Exchange Agent for distribution to the Company Holders, with each Company Holder receiving their Pro Rata Share of such ordinary income dividend. While the Escrow Shares are in the Escrow Account, the Company Holders shall have the right to vote with respect to the Escrow Shares, with each Company Holder having the right to vote its Pro Rata Share of such Escrow Shares. The Escrow Shares will appear as issued and outstanding on the Purchaser’s balance sheet and will be legally outstanding under the DGCL, except with respect to any Escrow Shares that are disbursed from the Escrow Account to a Purchaser Indemnified Party in satisfaction of an indemnification claim on behalf of a Purchaser Indemnified Party in accordance with the covenants contained in Sections 7 terms of this Agreement and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueEscrow Agreement.

Escrow. BorrowerAt the Closing, PEGC I OP shall cause the Escrowed Consideration to be deposited into an escrow account (the “Escrow Account”) established pursuant to the Escrow Agreement, with such Escrowed Consideration to be held in order the Escrow Account as a source of funds for any amounts owing to more fully protect any PEGC I Indemnitees under (and subject to the security limitations in) Article X and Section 8.01(a). (a) On the first (1st) anniversary of the MortgageClosing Date (the “Termination Date”), does hereby covenant and agree that, if Borrower the Escrow Agent shall fail deliver to timely pay taxes, assessments or insurance premiums as provided above, or PELP (for the benefit of the Contributors) all OP Units then held by the Escrow Agent in the event Escrow Account in excess of any other default the Statute of Limitations Escrow Amount and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington (b) on the first day of each month, until date that is thirty (30) days after the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) expiration of the known or estimated yearly taxesapplicable statute of limitations for the representations and warranties relating to Taxes contained in Section 3.15 and Section 3.25 (the “Statute of Limitations Termination Date”), assessments, premiums the Escrow Agent shall deliver to PELP (for such insurance as may be required the benefit of the Contributors) all OP Units then held by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general fundsEscrow Agent in the Escrow Account; provided, without obligation to pay interest thereonhowever, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month if prior to the due Termination Date or, as applicable, the Statute of Limitations Termination Date, PEGC I OP notifies the Escrow Agent in writing that all or a portion of the OP Units then remaining in the Escrow Account are subject to claims for indemnification properly made in accordance with this Agreement that have not been finally determined as of such date thereof and that Borrower (including any potential Third-Party Claim referred to in Section 10.05, whether or not such claim has actually been made or threatened against the Indemnified Party) (the “Outstanding Claims”), the number of OP Units delivered to PELP (for the benefit of the Contributors) upon the Termination Date shall furnish Huntington with proper statements covering the same fifteen (15) days prior be equal to the due dates thereofnumber of OP Units then held by the Escrow Agent in the Escrow Account, less the number of OP Units equal to the sum of any amounts subject to the Outstanding Claims divided by the Implied Valuation (rounded up to the nearest whole number). In If at any time after the event Termination Date or Statute of foreclosure Limitations Termination Date, as applicable, the number of OP Units then held by the Escrow Agent in the Escrow Account exceeds the number of OP Units equal to the sum of any amounts subject to the Outstanding Claims divided by the Implied Valuation (rounded up to the nearest whole number), the Contributors’ Representative and PEGC I OP shall execute and deliver a certificate requesting the Escrow Agent to deliver such excess number of OP Units to PELP (for the benefit of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, Contributors) and the amount so accumulated Escrow Agent shall be credited on account deliver to PELP (for the benefit of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, Contributors) such excess shall be credited on subsequent monthly payments number of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueOP Units.

Escrow. BorrowerThe parties to the Escrow Agreement shall instruct the Escrow Agent, in order pursuant to more fully protect the security terms of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable lawEscrow Agreement, to promptly pay such taxes, assessments, any amounts due and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior owing to Purchaser pursuant to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the indemnification provisions of this Agreement, including, without limitation, pursuant to Section 9 for such payments 10.2(a) out of taxesthe Escrow Funds. Notwithstanding anything to the contrary herein, assessments, and insurance premiums recourse of Purchaser to Huntington, are complied with, Borrower the Escrow Funds pursuant to the Escrow Agreement shall be relieved the sole and exclusive remedy of compliance with Purchaser and the covenants contained other Purchaser Indemnitees (or any Person claiming by or through them) for damages for any inaccuracy in Sections 7 and 8 herein as to the amounts paid onlyor breach of any representation, but nothing warranty, covenant, agreement or other obligation contained in this Section 9 Agreement or any of the other Transaction Documents, and in no event shall the ESOP, the Option Holders or the SARs Holders be construed liable to any Purchaser Indemnitee for any amounts in excess of the Escrow Funds. Within two (2) Business Days following the date that is eighteen (18) months after the Closing Date, the ESOP and Purchaser shall each direct the Escrow Agent to release to the ESOP and to the Company on behalf of, and to be paid to, the Option Holders and the SARs Holders, pro rata in accordance with their respective Escrow Percentages, all remaining Escrow Funds in excess of an amount equal to the aggregate amount, if any, of all Losses with respect to which Purchaser Indemnitees have properly asserted, prior to such time in accordance with this Article X, a right to indemnification to the extent such claims for indemnification remain pending and unresolved at such time. Thereafter, as soon as reasonably practicable after the resolution of each such outstanding indemnification claim, if any, but in any way limiting no event later than five (5) Business Days thereafter, the rights ESOP and Purchaser shall each direct the Escrow Agent, after disbursement to Purchaser Indemnitees of Huntington at its option the applicable portion of the Escrow Funds, if any, pursuant to pay any this Article X in connection with such resolution, to release to the ESOP and to the Company on behalf of, and to be paid to, the Options Holders and the SARs Holders, pro rata in accordance with their respective Escrow Percentages, all remaining Escrow Funds in excess of said items when duethe remaining aggregate amount of Losses with respect to such unresolved indemnification claims.

Escrow. BorrowerThe Escrowed Shares, in order when initially issued, shall be issued to more fully protect the security Escrow Agent as nominee of the MortgageLMI Stockholders, does hereby covenant such shares to be deposited in an escrow account. The Escrowed Shares shall be allocated against the number of shares of Ebiz Common Stock to which each LMI Stockholder is entitled on a pro rata basis in accordance with the relative Applicable Stock Percentage of each LMI Stockholder. The Escrowed Shares shall be held by the Escrow Agent in escrow, and agree that, if Borrower shall fail be transferred or released by the Escrow Agent only as follows. If no Notice of Claim is submitted by the Ebiz Designated Representative to timely pay taxes, assessments or insurance premiums as the LMI Designated Representative within the applicable time period provided above, or in the event of any other default and Huntington does not then elect to exercise its other remediesSection 10.4(a), then Borrower shallthe Escrow Agent shall promptly transfer all of the Escrowed Shares to the LMI Stockholders on a pro rata basis in accordance with the relative Applicable Stock Percentage of each LMI Stockholder. If a Notice of Claim is submitted by the Ebiz Designated Representative to the LMI Designated Representative within the applicable time period provided in Section 10.4(a), upon request then the Escrow Agent shall hold the Escrowed Shares until the first to occur of Huntingtonthe issuance of a Final Decision or the waiver and release by Ebiz of the Indemnification Claims to which the Notice of Claim relates. If the Final Decision results in Ebiz being entitled to no payment pursuant to this Article 10 or if Ebiz waives and releases its Indemnification Claims, pay then the Escrow Agent shall promptly transfer all of the Escrowed Shares to Huntington the LMI Stockholders on a pro rata basis in accordance with the relative Applicable Stock Percentage of each LMI Stockholder. If, however, pursuant to the Final Decision it is determined that Ebiz is entitled pursuant to this Article 10 to receive payment with respect to its Indemnification Claims, then the Escrow Agent shall transfer to Ebiz on the first day Due Date such number of Escrowed Shares as have an aggregate Ebiz Share Value equal to the amount of such payment and shall transfer all of the remaining Escrowed Shares to the LMI Stockholders on a pro rata basis in accordance with the relative Applicable Stock Percentage of each monthLMI Stockholder. Any LMI Stockholder may, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may but shall not be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable lawrequired, to pay such taxesredeem any Escrowed Shares allocable to him that are required to be transferred to Ebiz pursuant to this subsection (f) by paying to the Escrow Agent, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date transfer thereof and to Ebiz, the Ebiz Share Value of such Escrowed Shares. Any Escrowed Shares that Borrower are so redeemed shall furnish Huntington with proper statements covering the same fifteen (15) days prior be transferred to the due dates thereof. In redeeming LMI Stockholder and the event of foreclosure of the Mortgagecash paid to redeem such Escrowed Shares shall be paid, or if Huntington should take a deed in lieu of foreclosuresuch shares, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueEbiz.

Escrow. BorrowerThe Escrow Deposit shall be held by the Escrow Agent for a period ending on the Escrow Release Date, except the Escrow Deposit may be withheld after the Escrow Release Date for so long as is reasonably necessary to satisfy claims for indemnification which are the subject to a Claims Notice delivered prior to the Escrow Release Date. The Escrow Deposit shall be held and disbursed by the Escrow Agent in order accordance with an Escrow Agreement. If the Closing occurs, Parent and Buyer agree that the right to more fully protect indemnification pursuant to this Article XI shall constitute Parent’s and Buyer’s sole and exclusive remedy and recourse against the security Company and Stockholders for Losses attributable to any Indemnifiable Matters. Except with respect to the Excluded Obligations, Section 2.11 Indemnifiable Matters or as otherwise provided in Section 6.11, the maximum aggregate liability of the Mortgage, does hereby covenant Company and agree that, if Borrower the Stockholders collectively shall fail be limited to timely pay taxes, assessments or insurance premiums as provided above, or in the event Escrow Deposit and of any other default and Huntington does not then elect Stockholder individually shall be limited to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth such Stockholder’s Pro Rata Portion (1/12as defined below) of the known or estimated yearly taxes, assessments, premiums Escrow Deposit and the maximum aggregate liability of the Company and the Stockholders collectively for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds Excluded Obligations (other than the Section 2.11 Indemnifiable Matters) shall be so accumulated limited to the Purchase Price and of any Stockholder individually for the payment Excluded Obligations (other than the Section 2.11 Indemnifiable Matters) shall be limited to such Stockholder’s Pro Rata Portion of said charges the Losses up to the aggregate amount of the Purchase Price which such Stockholder is entitled. The maximum aggregate liability of the Stockholders for the Section 2.11 Indemnifiable Matters shall be limited as follows: (a) for Section 2.11 Indemnifiable Matters arising during the period beginning on the Closing Date and continuing until the one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure year anniversary of the Mortgage, or if Huntington should take a deed in lieu of foreclosureClosing Date, the amount so accumulated maximum liability of each Stockholder shall be credited limited to such Stockholder’s Pro Rata Portion of $6,500,000, (b) for Section 2.11 Indemnifiable Matters arising during the period beginning on account the day after the one (1) year anniversary of the unpaid principal or interest. If Closing Date and continuing until the total two (2) year anniversary of the monthly payments as made under this Section 9 shall exceed Closing Date, the payments actually made by Huntington, such excess maximum liability of each Stockholder shall be credited limited to such Stockholder’s Pro Rata Portion of $4,550,000, (c) for Section 2.11 Indemnifiable Matters arising during the period beginning on subsequent monthly payments the day after the two (2) year anniversary of the same natureClosing Date and continuing until the three (3) year anniversary of the Closing Date, but if the total maximum liability of such monthly payments so made under this Section 9 each Stockholder shall be insufficient limited to pay such taxes, assessmentsStockholder’s Pro Rata Portion of $2,600,000, and insurance premiums then due(iv) for Section 2.11 Indemnifiable Matters arising during the period beginning on the day after the three (3) year anniversary of the Closing Date and continuing until the four (4) year anniversary of the Closing Date, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments maximum liability of each Stockholder shall be secured by limited to such Stockholder’s Pro Rata Portion of $1,300,000. For the Mortgage. To the extent that all the provisions purposes of this Section 9 for such payments Agreement, “Pro Rata Portion” of taxes, assessments, and insurance premiums a Stockholder as to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein any Losses or as to the amounts paid only, but nothing contained in Escrow Deposit shall be equal to the percentage of the Purchase Price to which such Stockholder is entitled as set forth on Schedule 1.5. Any Losses payable pursuant to this Section 9 11.4 from the Escrow Deposit shall be construed paid from the Cash Escrow and the Stock Escrow as set forth in the Escrow Agreement. Notwithstanding anything to the contrary above, all Losses with respect to any way limiting Section 2.11 Indemnifiable Matters shall be included for purposes of determining whether the rights of Huntington at its option to pay any and all of said items when duemaximum liability limits set forth above have been reached.

Escrow. Borrower, in order to more fully protect the security of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments On or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof Closing, the Equityholder Representative, the Buyer and that Borrower the Escrow Agent shall furnish Huntington with proper statements covering enter into the same fifteen Escrow Agreement. Promptly following the twelve (1512) days prior month anniversary of the Closing Date (the “Survival Date”), the Buyer and the Equityholder Representative shall deliver a joint written notice to the due dates thereof. In Escrow Agent to deliver (a)(i) the event portion of foreclosure each former Stockholder’s Fully Diluted Percentage of the Mortgage, sum of the remaining amount of the Indemnity Escrow Fund minus any amounts that would be necessary to satisfy any then pending and unsatisfied or unresolved claim for indemnification pursuant to Section 8.2 if Huntington should take a deed such claim(s) were resolved in lieu full in favor of foreclosurethe Buyer Indemnified Persons (which amounts will continue to be held in the Indemnity Escrow Fund until the related claims have been finally resolved) (such sum, the amount so accumulated shall be credited on account “Distributable Amount”), attributable to Shares (as opposed to In-the-Money Options or RSUs) previously held by such former Stockholder, subject to Section 2.8, to such former Stockholder as soon as practicable and (ii) the portion of each former holder’s Fully Diluted Percentage of the unpaid principal Distributable Amount attributable to In-the-Money Options or interestRSUs (as opposed to Shares) previously held by such former holder to the Surviving Corporation for delivery to such former holder of In-the-Money Options and RSUs through the Surviving Corporation’s payroll system; provided that if no such notice is delivered to the Escrow Agent within five (5) Business Days after the Survival Date, the Escrow Agent shall automatically and without further action by either the Buyer or the Equityholder Representative release the Distributable Amount in accordance with the preceding sentence. If Promptly following the total time that any such pending and unsatisfied or unresolved claims have been finally resolved, the Buyer and the Equityholder Representative shall deliver a joint written notice to the Escrow Agent to deliver (x) the portion of each former Stockholder’s Fully Diluted Percentage of the monthly payments revised Distributable Amount attributable to Shares (as made under this opposed to In-the-Money Options or RSUs) previously held by such former Stockholder, subject to Section 9 shall exceed 2.8, to such former Stockholder as soon as practicable and (y) the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments portion of each former holder’s Fully Diluted Percentage of the same nature, but if the total of revised Distributable Amount attributable to In-the-Money Options or RSUs (as opposed to Shares) previously held by such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as former holder to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting Surviving Corporation for delivery to such former holder of In-the-Money Options and RSUs through the rights of Huntington at its option to pay any and all of said items when dueSurviving Corporation’s payroll system.

Escrow. BorrowerThe Escrow Deposit shall be held and disbursed by the Escrow Agent in accordance with an Escrow Agreement. If the Closing occurs, in order Parent, First Acquisition Corp. and Second Acquisition Corp. agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right to more fully protect indemnification pursuant to this Article XII shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against the security Shareholders for Losses attributable to any Indemnifiable Matters. Except with respect to the Excluded Obligations, the maximum liability of any Shareholder shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the MortgageEscrow Deposit and the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion of the Escrow Deposit); provided, does hereby covenant and agree thathowever, if Borrower that no Shareholder shall fail have any liability for indemnification pursuant to timely pay taxes, assessments or insurance premiums as provided above, or in the event Section 12.1(b) on account of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request Shareholder. For purposes of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paidthis Agreement, a sum equal “Pro Rata Portion” of a Shareholder as to one-twelfth (1/12) of the known any Losses or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 Escrow Deposit shall be construed equal to the percentage of the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4. Notwithstanding anything to the contrary contained herein, the Shareholders shall have no liability for indemnification pursuant to this Article XII until the aggregate Losses are in any way limiting excess of $100,000, at which point the rights Shareholders shall only be liable for the amount of Huntington at its option to pay any and all Losses in excess of said items when duesuch amount.

Escrow. BorrowerMortgagor, in order to more fully to protect the security of the this Mortgage, does hereby covenant and agree that, if Borrower shall fail after the occurrence of an Event of Default that has not been waived in writing by Mortgagee, together with and in addition to timely pay the payment of taxes, assessments or and insurance premiums as provided aboveabove provided, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shallit will, upon written request of Huntington, Mortgagee pay to Huntington Mortgagee on the first day of each month, month until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, assessments and premiums for such insurance as may be required by the terms hereof. Huntington Mortgagee shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, assessments and insurance premiums when due. Borrower Mortgagor agrees that sufficient funds shall will be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall it will furnish Huntington Mortgagee with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the this Mortgage, or if Huntington Mortgagee should take a deed in lieu of foreclosure, the amount so accumulated shall will be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by HuntingtonMortgagee, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, assessments and insurance premiums then due, then said Borrower Mortgagor shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the this Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, assessments and insurance premiums to Huntington, Mortgagee are complied with, Borrower said Mortgagor shall be relieved of compliance with the covenants contained in Sections 7 3 and 8 10 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington Mortgagee at its option to pay any and all of said items when due.

Escrow. BorrowerAs security for Cardo’s indemnification obligations hereunder, in order to more fully protect Parent shall deposit with the security of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth Escrow Agent ten percent (1/1210%) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by shares of Parent Common Stock issued in connection with the Merger pursuant to Article III to each Historical Cardo Member (the “Cardo Escrowed Securities”) pursuant to the terms hereofof the Escrow Agreement and this Article IX. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds The Cardo Escrowed Securities shall be so accumulated for released in accordance with the payment terms of said charges the Escrow Agreement on the date that is one (1) month year after the Closing Date (such period, the “Escrow Period”), except with respect to a number of such Cardo Escrowed Securities as reasonably determined by the board of directors of Parent to be necessary to satisfy any unresolved claim made pursuant to this Article IX in writing prior to such release date, which securities shall be held pursuant to the due date terms of the Escrow Agreement until such claim is fully and finally resolved. Parent shall be entitled to recover the Damages for which Cardo is obligated to provide indemnification hereunder against the Cardo Escrowed Securities on a pro rata basis based on the number of such securities issued to each holder thereof and that Borrower held in such escrow, and the aggregate number of Cardo Escrowed Securities subject to such recovery shall furnish Huntington with proper statements covering be determined by dividing the same fifteen amount of such indemnifiable Damages, as fully and finally determined to be due by the mutual agreement of the board of directors of Parent and the Members’ Representatives or by a court of competent jurisdiction, as applicable, by the average closing price per share of Parent Common Stock on the OTCBB or Eligible Market, as applicable, for the ten (15) days 10)-day period ending on the day prior to such determination. Delivery of Cardo Escrowed Securities from the due dates thereof. In escrow account to the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated Historical Cardo Members shall be credited made pro rata based on the number of shares of Parent Common Stock deposited in such escrow account in respect of the unpaid principal or interesteach Historical Cardo Member. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the Any provisions of this Section 9 Agreement to the contrary notwithstanding, the Parent Indemnified Parties’ sole remedy for such payments indemnification claims hereunder shall be to recover against the Cardo Escrowed Securities; provided, however, (i) the foregoing shall not apply in the case of taxes, assessmentsa Parent Indemnified Party seeking specific performance or injunctive or other equitable relief, and insurance premiums to Huntington, are complied with, Borrower (ii) no Parent Indemnified Party shall be relieved deemed to have waived any rights, claims, causes of compliance with the covenants contained in Sections 7 action or remedies if and 8 herein as to the amounts paid onlyextent (A) such rights, but nothing contained in this Section 9 shall claims, causes of action or remedies may not be construed as in any way limiting waived under applicable Laws, or (B) fraud is proven on the rights part of Huntington at its option to pay any and all of said items when duea Parent Indemnified Party by an indemnifying party hereto.

Escrow. Borrower, If requested by the Collateral Agent at any time following and during the continuance of a Default (as defined in Article IV hereof) in order to more fully protect secure the security performance and discharge of Grantor’s obligations under Subparagraphs (f) and (h) of this Paragraph 2.2, but not in lieu of such obligations, Grantor will deposit with the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, Collateral Agent a sum equal to one-twelfth (1/12) of the known or estimated yearly ad valorem taxes, assessments, assessments and charges (which charges for the purpose of this Subparagraph shall include without limitation ground rents and water and sewer rents and any other recurring charge which could create or result in a lien against the Mortgaged Property) against the Mortgaged Property for the current year and the premiums for such policies of insurance for the current year, all as may be required estimated by the terms hereof. Huntington shall hold such monthly payments Collateral Agent and prorated to the end of the calendar month following the month during which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessmentsthis Deed of Trust is executed and delivered, and insurance premiums thereafter will deposit with the Collateral Agent, on each date when due. Borrower agrees that an installment of principal and/or interest is due on the Notes, sufficient funds shall be so accumulated for (as estimated from time to time by the payment of said charges one Collateral Agent) to permit the Collateral Agent to pay, at least thirty (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (1530) days prior to the due dates date thereof, the next maturing ad valorem taxes, assessments and charges and premiums for such policies of insurance. In The Collateral Agent shall have the event right to rely upon tax information furnished by applicable taxing authorities in the payment of foreclosure such taxes or assessments and shall have no obligation to make any protest of any such taxes or assessments. Any excess over the amounts required for such purposes shall be held by the Collateral Agent for future use, applied to any Indebtedness or refunded to Grantor, at the Collateral Agent’s option, and any deficiency in such funds so deposited shall be made up by Grantor upon demand of the MortgageCollateral Agent. All such funds so deposited shall bear no interest whatsoever, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account kept separate and not be mingled with the general funds of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess Collateral Agent and shall be credited on subsequent monthly payments applied by the Collateral Agent toward the payment of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, charges and insurance premiums then when statements therefor are presented to the Collateral Agent by Grantor (such statements to be presented by Grantor to the Collateral Agent within a reasonable time before the applicable amount is due); provided, then said Borrower however, that, if a Default (as hereinafter defined) shall pay upon demand have occurred and be continuing hereunder, such funds may at the amount necessary Collateral Agent’s option be applied to make up the deficiency, which payments shall be secured payment of the Indebtedness in the order determined by the Mortgage. To Collateral Agent in its sole discretion, and that the extent that Collateral Agent may at any time, in its sole discretion, apply all or any part of such funds toward the provisions payment of this Section 9 for any such payments of taxes, assessments, charges or premiums which are past due, together with any penalties or late charges with respect thereto. The conveyance or transfer of Grantor’s interest in the Mortgaged Property for any reason (including, without limitation, the foreclosure of a subordinate lien or security interest or a transfer by operation of law) shall constitute an assignment or transfer of Grantor’s interest in and insurance premiums rights to Huntington, are complied with, Borrower shall be relieved of compliance with such funds held by the covenants contained in Sections 7 and 8 herein as Collateral Agent under this Subparagraph but subject to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when duethe Collateral Agent hereunder.

Escrow. Borrower, in order to more fully protect the security of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereofhereof and, if applicable, any replacement reserve amounts payable by Borrower. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when due.

Escrow. BorrowerOn the Closing Date, Buyer will deposit with an escrow agent mutually agreeable to Seller and Buyer (the “Escrow Agent”) the Escrow Amount to be held in escrow pursuant to the terms and conditions of an Escrow Agreement in the form mutually agreeable to Seller and Buyer (the “Escrow Agreement”) for the purpose of providing a source of funds to reimburse Buyer for any Buyer Loss. Within ten (10) days after the Closing Working Capital has been finally determined in accordance with Section 2.06, the Escrow Agent shall be directed to distribute from the Escrow Amount the amount of One Million Five Hundred and No/100 ($1,500,000.00), (i) less any Post-closing Adjustment Amount entitled to be received by Buyer pursuant to Section 2.06; and (ii) less the amount of any Buyer Loss paid or payable from the Escrow Amount for which Buyer has given proper notice; payable pro rata to each of the holders of Seller Common Stock who were entitled to receive the Merger Consideration pursuant to Section 2.02(a). Pursuant to the Escrow Agreement, Buyer must provide the Selling Parties Representative with notice of claims, in order to more fully protect the security form of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments an officer’s certificate for any Buyer Loss for which Buyer seeks recovery or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington before 11:59 p.m. Eastern Time on the first day anniversary of each monththe Closing Date (the “Expiration Date”). Pursuant to the terms of the Escrow Agreement, until Buyer shall be paid from the Indebtedness is fully paid, a sum Escrow Amount the amount equal to one-twelfth (1/12) of the known Buyer Loss for which there is no objection in the periods set forth in the Escrow Agreement or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgageany objection has been resolved, or if Huntington should take a deed is deemed to have been resolved, in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all accordance with the provisions of this Section 9 the Escrow Agreement. Any remaining Escrow Amount and interest at the Expiration Date, except for such payments of taxesadequate reserves for pending claims, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved distributed pro rata to each of compliance with the covenants contained in Sections 7 and 8 herein as holders of Seller Common Stock who were entitled to receive the amounts paid only, but nothing contained in this Merger Consideration pursuant to Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when due2.02(a).

Escrow. Borrower, in In order to more fully protect secure the security performance and discharge of the MortgageGrantor’s obligations under subparagraphs (f) and (h) of this Paragraph 2.2, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or but not in the event lieu of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shallsuch obligations, upon request written demand by the Beneficiary, but only after the occurrence of Huntingtona Default hereunder, pay to Huntington on Grantor will deposit with the first day of each month, until the Indebtedness is fully paid, Beneficiary a sum equal to one-twelfth ad valorem taxes, assessments and charges (1/12which charges for the purpose of this paragraph shall include without limitation ground rents and water and sewer rents and any other recurring charge which could create or result in a lien against the Property) against the Property for the then current year and the premiums for policies of insurance covering the period for the then current year, all as estimated by the Beneficiary and prorated to the end of the known or calendar month following the month during which such demand is made, and thereafter will deposit with the Beneficiary, on each date when an installment of principal and/or interest is due on the Note, sufficient funds (as estimated yearly taxes, assessments, premiums for such insurance as may be required from time to time by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general fundsBeneficiary) to permit the Beneficiary to pay, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same at least fifteen (15) days prior to the due dates date thereof, the next maturing ad valorem taxes, assessments and charges and premiums for such policies of insurance. In The Beneficiary shall have the event right to rely upon tax information furnished by applicable taxing authorities in the payment of foreclosure such taxes or assessments and shall have no obligation to make any protest of any such taxes or assessments. Any excess over the amounts required for such purposes shall be held by the Beneficiary for future use, applied to any secured indebtedness or refunded to Grantor, at the Beneficiary’s option, and any deficiency in such funds so deposited shall be made up by Grantor upon demand of the MortgageBeneficiary. All such funds so deposited shall bear no interest whatsoever, or if Huntington should take a deed in lieu may be mingled with the general funds of foreclosure, the amount so accumulated Beneficiary and shall be credited on account applied by the Beneficiary toward the payment of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, charges and insurance premiums then due, then said Borrower shall pay upon demand when statements therefor are presented to the amount necessary to make up the deficiency, Beneficiary by Grantor (which payments statements shall be presented by Grantor to the Beneficiary a reasonable time before the applicable amount is due); provided, however, that, if a default shall have occurred hereunder, such funds may at the Beneficiary’s option be applied to the payment of the secured indebtedness in the order determined by the Mortgage. To Beneficiary in its sole discretion, and that the extent that Beneficiary may at any time, in its discretion, apply all or any part of such funds toward the provisions payment of this Section 9 for any such payments of taxes, assessments, charges or premiums which are past due, together with any penalties or late charges with respect thereto. The conveyance or transfer of Grantor’s interest in the Property for any reason (including without limitation the foreclosure of a subordinate lien or security interest or a transfer by operation of law) shall constitute an assignment or transfer of Grantor’s interest in and insurance premiums rights to Huntington, are complied with, Borrower shall be relieved of compliance with such funds held by the covenants contained in Sections 7 and 8 herein as Beneficiary under this subparagraph (m) but subject to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when duethe Beneficiary hereunder.

Escrow. BorrowerOn the Closing Date, in order to more fully protect the security of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower Purchaser shall, upon request on behalf of HuntingtonSeller, pay to Huntington on the first day of each monthEscrow Agent, until as agent to Purchaser and Seller, in immediately available funds, to the Indebtedness is fully paidaccount designated by the Escrow Agent (the "Escrow Account"), a sum an amount equal to one-twelfth five percent (1/125%) of the known or estimated yearly taxesEstimated Purchase Price (such amount, assessments, premiums for such insurance as it may be required subsequently reduced pursuant to this Section 9.5, the "Escrow Amount"), in accordance with the terms of this Agreement and the Escrow Agreement. Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article IX shall be paid first, to the extent there are sufficient funds in the Escrow Account, by release of funds to the Purchaser Indemnified Parties from the Escrow Account by the terms hereof. Huntington Escrow Agent within five (5) Business Days after the date notice of any sums due and owing is given to Seller (with a copy to the Escrow Agent pursuant to the Escrow Agreement) by the applicable Purchaser Indemnified Party and shall hold such monthly payments which may be mingled with its general fundsaccordingly reduce the Escrow Amount and, without obligation to pay interest thereon, unless otherwise required by applicable lawsecond, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to extent the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be Escrow Amount is insufficient to pay such taxes, assessments, and insurance premiums then any remaining sums due, then said Borrower Seller shall be required to pay upon demand all of such additional sums due and owing to the Purchaser Indemnified Parties by wire transfer of immediately available funds within five (5) Business Days after the date of such notice. On the first anniversary of the Closing Date, the Escrow Agent shall release the Escrow Amount (to the extent not utilized to pay Purchaser for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount equal to the amount necessary of claims for indemnification under this Article IX asserted prior to make up the deficiency, which payments such anniversary but not yet resolved ("Unresolved Claims"). The Escrow Amount retained for Unresolved Claims shall be secured released by the Mortgage. To Escrow Agent (to the extent that all not utilized to pay Purchaser for any such claims resolved in favor of Purchaser) upon their resolution in accordance with this Article IX. For the provisions avoidance of doubt, the release of the Escrow Amount to Seller after the first anniversary of the Closing Date pursuant to this Section 9 for such payments 9.5 shall not prejudice any of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option the Purchaser Indemnified Parties to pay any and all of said items when dueseek indemnification from Seller under this Agreement.

Escrow. Borrower, in order to more fully protect the security of the this Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntingtonthe Agent, pay to Huntington the Agent on the first day of each month, until the Indebtedness is Loans are fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, assessments and premiums for such insurance as may be required by the terms hereofhereof and, if applicable, any replacement reserve amounts payable by Borrower. Huntington The Agent shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower it shall furnish Huntington the Agent with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the this Mortgage, or if Huntington the Agent on behalf of the Lenders, should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntingtonthe Agent, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the this Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntingtonthe Agent, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington the Agent at its option to pay any and all of said items when due.

Escrow. Borrower, If requested by Noteholder at any time during the term the Indebtedness (but only after a Default has occurred) is outstanding in order to more fully protect secure the security performance and discharge of the MortgageGrantor's obligations under Subparagraphs (f) and (h) of this Paragraph 2.2, does hereby covenant and agree thatbut not in lieu of such obligations, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, Grantor will deposit with Noteholder a sum equal to one-twelfth (1/12) of the known or estimated yearly ad valorem taxes, assessments, assessments and charges (which charges for the purpose of this Subparagraph shall include without limitation ground rents and water and sewer rents and any other recurring charge which could create or result in a lien against the Mortgaged Property) against the Mortgaged Property for the current year and the premiums for such policies of insurance for the current year, all as may be required estimated by Noteholder and prorated to the terms hereof. Huntington shall hold such monthly payments end of the calendar month following the month during which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessmentsthis Mortgage is executed and delivered, and insurance premiums thereafter will deposit with Noteholder, on each date when due. Borrower agrees that an installment of principal and/or interest is due on the Note, sufficient funds shall be so accumulated for the payment of said charges one (1as estimated from time to time by Noteholder) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same permit Noteholder to pay, at least fifteen (15) days prior to the due dates date thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated next maturing ad valorem taxes, assessments and charges and premiums for such policies of insurance. Noteholder shall have the right to rely upon tax information furnished by applicable taxing authorities in the payment of such taxes or assessments and shall have no obligation to make any protest of any such taxes or assessments. Any excess over the amounts required for such purposes shall be credited on account of the unpaid principal held by Noteholder for future use, applied to any Indebtedness or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntingtonrefunded to Grantor, at Grantor's option, and any deficiency in such excess funds so deposited shall be credited on subsequent monthly payments made up by Grantor upon written demand of Noteholder. All such funds so deposited shall bear no interest whatsoever, may be mingled with the same nature, but if the total general funds of such monthly payments so made under this Section 9 Noteholder and shall be insufficient to pay applied by Noteholder toward the payment of such taxes, assessments, charges and insurance premiums then when statements therefor are presented to Noteholder by Grantor (such statements to be presented by Grantor to Noteholder within a reasonable time before the applicable amount is due); provided, then said Borrower however, that, if a Default (as hereinafter defined) shall pay upon demand have occurred hereunder, such funds may at Noteholder's option be applied to the amount necessary to make up payment of the deficiencyIndebtedness in the order determined by Noteholder in its sole discretion, which payments shall be secured by and that Noteholder may at any time, in its sole discretion, apply all or any part of such funds toward the Mortgage. To the extent that all the provisions payment of this Section 9 for any such payments of taxes, assessments, charges or premiums which are past due, together with any penalties or late charges with respect thereto being protested as permitted in the Loan Agreement. The conveyance or transfer of Grantor's interest in the Mortgaged Property for any reason (including, without limitation, the foreclosure of a subordinate lien or security interest or a transfer by operation of law) shall constitute an assignment or transfer of Grantor's interest in and insurance premiums rights to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as such funds held by Noteholder under this Subparagraph but subject to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueNoteholder hereunder.

Escrow. BorrowerAt the Effective Time, in order Acquiror shall withhold the Escrow Cash from the cash payable pursuant to more fully protect Section 2.1(b) to the security Company Shareholders and Company Optionholders as of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month immediately prior to the due date thereof Effective Time (other than holders of solely shares of Company Capital Stock which constitute and remain Dissenting Shares and holders of solely Unvested Company Options) ("EFFECTIVE TIME HOLDERS"), on a pro rata basis (based upon the amount of cash each such holder is entitled to receive pursuant to Section 2.1(b) with respect to its Company Capital Stock (other than Dissenting Shares) and Company Options relative to the amount of cash all such holders are entitled to receive pursuant to Section 2.1(b) with respect to their Company Capital Stock (other than Dissenting Shares) and Company Options) ("PRO RATA SHARE"). Prior to the Closing, Acquiror, the Representative and Wells Fargo Bank, N.A. (the "ESCROW AGENT") shall enter into an escrox xxxeement substantially in the form attached hereto as Exhibit D (the "ESCROW AGREEMENT"). Within three business days after the Spreadsheet Submission Date, Acquiror shall cause the Escrow Cash to be deposited with the Escrow Agent. If a Company Securityholder holds Unvested Company Shares, then the cash to be paid upon conversion hereunder of shares of Company Capital Stock, Company Options or Company Warrants held by such Company Securityholder which are not Unvested Company Shares (the "VESTED CASH") shall be withheld and placed in escrow first and, thereafter, the Unvested Cash shall be withheld and placed in escrow (with the understanding that Borrower any Unvested Cash so placed in escrow shall furnish Huntington with proper statements covering the same fifteen (15) days vest prior to any such Unvested Cash not placed in escrow but withheld by Acquiror pursuant to Section 2.1(e)) to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount extent necessary to make up satisfy such Effective Time Holders' escrow obligations as set forth in the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions first sentence of this Section 9 for such payments 2.4. The payment of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower any Escrow Cash in satisfaction of any indemnification obligations under Article 11 shall be relieved of compliance made, with the covenants contained in Sections 7 respect to each Effective Time Holder, first with Vested Cash and 8 herein as then, if such cash is insufficient to satisfy such indemnification obligation and only to the amounts paid onlyextent of such insufficiency, but nothing contained in this Section 9 shall such payment be construed made with Unvested Cash. The Escrow Agent shall hold the Escrow Cash as in any way limiting the rights of Huntington at its option to pay any sole and all of said items when dueexclusive security for the Effective Time Holders' indemnification obligations for Damages under Article 11.

Escrow. Borrower, in order to more fully protect the security of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, or cause to be paid taxes or assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when due.shall

Escrow. BorrowerOn each anniversary of the date hereof (each such date a "Deposit Date"), Purchaser shall deposit with Wachovia Bank, National Association (the "Escrow Agent"), an amount in cash equal to (i)(A) prior to the occurrence of the extension or renewal of the Lease Agreement beyond the Primary Term, the amount set forth on Schedule A attached hereto for such Deposit Date and (B) upon or after the occurrence of the extension or renewal of the Lease Agreement beyond the Primary Term, the amount set forth on Schedule B attached hereto for such Deposit Date (the amount required to be delivered pursuant to this clause (i) being referred to herein as the "Required Level"), plus (ii) the cumulative amount of interest or other income earned on the Escrow Funds from the date hereof to but excluding such Deposit Date (the "Interest Amount"), minus (iii) the amount of the Escrow Funds, if any, on deposit with the Escrow Agent on such Deposit Date; provided; that the initial payment due on June 30, 2004 under the Escrow Agreement shall be made prior to June 30, 2004 to the extent funds are available in the Duke Essex Payment Reserve Account (as defined in the Deposit Agreement) and, in any event, prior to the payment of any Purchaser Restricted Payment. Such amount, together with any income thereon, shall be held in escrow and invested for the benefit of the parties hereto in accordance with the terms of an escrow agreement in the form attached hereto as Exhibit B (the "Fee Escrow Agreement"). All amounts held in escrow pursuant to the terms of the Fee Escrow Agreement, including any income thereon, are collectively referred to herein as the "Escrow Funds." The Fee Escrow Agreement will provide for the disbursement of the Escrow Funds by the Escrow Agent (i) to DCC, from time to time, upon receipt of written certification from DCC that any fee payable pursuant to Section 2.01 of this Agreement has not been paid when due (in which event Escrow Funds equal to the amount of the unpaid fees, as certified by DCC in such written certification, shall be disbursed to DCC), and (ii) to Purchaser, upon receipt of a joint written certification by DCC and Purchaser that the Full DCC Release has occurred (in which event, all remaining Escrow Funds shall be released). Upon any disbursement pursuant to clause (i) above, Purchaser shall immediately deposit with the Escrow Agent an amount in cash equal to the amount so disbursed in order to more fully protect replenish the security Escrow Funds to the Required Level plus the cumulative amount of interest or other income earned on the Escrow Funds from the date hereof to but excluding the date of the Mortgagedisbursement pursuant to clause (i) above. The Escrow Funds shall be subject to a first priority security interest in favor of DCC, does hereby covenant and Purchaser and DCC agree thatto the filing of any UCC financing statements, if Borrower shall fail to timely pay taxesthe execution of such security agreements, assessments or insurance premiums as provided above, or and the inclusion of provisions in the event of any other default Escrow Agreement providing DCC with such dominion and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on control over the first day of each month, until the Indebtedness Escrow Funds as is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for perfect such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when duesecurity interest.

Escrow. Borrower, in order to more fully protect the security The fees and expenses of the MortgageEscrow Agent relating to the Escrow Fund shall be paid by one-half by Parent and one-half by the Members. On the first anniversary of the Closing Date, does hereby covenant the parties shall cause the Escrow Agent, pursuant to the Escrow Agreement, to promptly (but in any event, within five (5) Business Days after the first anniversary of the Closing) release and agree thatdeliver to the Members an amount equal to the First Period Escrow Amount less the amount of the First Period Escrow Amount subject to pending or disputed indemnification claims of Parent, if Borrower and where such claims are in compliance with the requirements of Article 7. The amount of the First Period Escrow Amount subject to such pending or disputed indemnification claims of Parent made before the first anniversary of the Closing Date shall fail to timely pay taxes, assessments or insurance premiums as provided above, or remain in the event Escrow Fund until such time such portion of the First Period Escrow Amount is no longer subject to pending or disputed indemnification claims of Parent, at which time the parties shall cause the Escrow Agent, pursuant to the Escrow Agreement, to promptly (but in any other default event, within five (5) Business Days) release and Huntington does deliver to the Members such amount. On the Escrow Termination Date the parties shall cause the Escrow Agent, pursuant to the Escrow Agreement, to promptly (but in any event, within five (5) Business Days) release and deliver to the Members the remaining amounts held in the Escrow Fund less the amount not then elect subject to exercise its other remediespending or disputed indemnification claims of Parent, then Borrower shalland where such claims are in compliance with the requirements of Article 7. Notwithstanding anything herein, upon request of Huntington, pay to Huntington no new claim may be made on the First Period Escrow Amount after the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) anniversary of the known Closing Date. On the Escrow Termination Date, the Escrow Fund will terminate except with respect to any amount that is reasonably necessary (based on the facts and circumstances existing at the time) to satisfy any unsatisfied claims for Losses specified in any Officer’s Certificate delivered to the Escrow Agent and the Members on or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessmentsEscrow Termination Date, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all in accordance with the provisions of Article 7. As soon as all such claims have been resolved, the Escrow Agent shall immediately deliver to the Members the remaining portion of the Escrow Amount not required to satisfy such claims pursuant to the Escrow Agreement. Deliveries from the Escrow Fund to the Members pursuant to this Section 9 for such payments Agreement and the Escrow Agreement shall be made in proportion to the Members’ respective Pro Rata Portion of taxes, assessmentsthe remaining Escrow Amount as set forth on Exhibit C, and insurance premiums to Huntingtonin the Escrow Agreement, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as each amount rounded to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when duenearest whole cent ($0.01).

Escrow. BorrowerEscrow shall be opened within three (3) business days after the Effective Date. For purposes of this Agreement, the "Close of Escrow" or the “Closing" shall mean the date on which the Deed (as defined in order Paragraph 2A. below) is recorded in the Official Records of Xxxxx County. The Close of Escrow shall occur on or before the date which is thirty (30) days after the Approval Date (the “Closing Date”); provided, however, Buyer shall have the right, by delivery of written notice to more fully protect Seller no less than three (3) business days prior to the security of Closing Date, to extend the MortgageClosing Date for up to thirty (30) days if needed to finalize Buyer’s acquisition financing for the Property; provided further that Buyer otherwise approves the Property, does hereby covenant and agree that, if Borrower at which time the Deposit shall fail be deemed non-refundable to timely pay taxes, assessments or insurance premiums as provided above, or Buyer except in the event of any other default and Huntington by Seller or as otherwise provided herein. At the time of the extension notice, Buyer will deposit an additional One Million Five Hundred Thousand Dollars ($1,500,000.00) (“Additional Deposit”) which Additional Deposit shall be added to Deposit. The Additional Deposit shall not be required if Buyer does not then elect extend the Closing. The Deposit and Additional Deposit (and all interest thereon) shall be credited toward the Purchase Price as Closing. The provisions hereof shall constitute joint instructions to exercise its other remediesEscrow Agent to consummate the purchase in accordance with the terms and provisions hereof; provided, then Borrower shallhowever, upon request of Huntingtonthat the parties shall execute such additional escrow instructions, pay not inconsistent with the provisions hereof, as may be deemed reasonably necessary to Huntington on carry out the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) intentions of the known or estimated yearly taxesparties as expressed herein. If there is a conflict between the provisions of the additional escrow instructions and the provisions of this Agreement, assessments, premiums for such insurance as the provisions of this Agreement shall control. The cost of escrow shall be paid ½ by Buyer and ½ by Seller. Buyer shall pay the cost of its third party reports and any updates to the survey delivered to Buyer that may be required by Buyer or its lender. Each party shall pay its own legal fees. Any county and/or city documentary, deed, stamp, transfer taxes or other fees or charges associated with the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds recording of the Deed shall be so accumulated paid by Seller. Seller shall pay the cost of the standard ALTA coverage premium for the payment Title Policy (as defined below). Buyer shall pay the ALTA extended coverage portion of said charges one (1) month prior the premium for the Title Policy and the premium for any endorsements to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen Title Policy requested by Buyer (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgageprovided, or if Huntington should take a deed in lieu of foreclosurehowever, the amount so accumulated Seller shall be credited on account responsible for the cost of the unpaid principal or interestany endorsements that Seller elects to procure to address any title matters disapproved by Buyer). If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess All other closing costs shall be credited on subsequent monthly payments of apportioned between Seller and Buyer in the same naturemanner customary in Xxxxx County, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueNevada.

Escrow. BorrowerTenant shall, in order on the fifth (5th) day of each calendar month during the Term applicable to more fully protect each Leased Property (or the security of the Mortgage, does hereby covenant and agree thatnext Business Day, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does such 5th day is not then elect to exercise its other remedies, then Borrower shall, upon request of Huntingtona Business Day), pay to Huntington on the first day of each month, until the Indebtedness is fully paid, and deposit with Landlord a sum equal to (i) one twelfth (1/12th) of the Impositions to be levied, charged, filed, assessed or imposed upon or against such Leased Property during the twelve (12) months from and after the Effective Date (or any subsequent twelve (12) month period), plus (ii) a sum equal to the product of (x) one-twelfth (1/121/12th) of the known or estimated yearly taxes, assessments, premiums for the insurance policies required pursuant to Section 14 hereof that are payable during such twelve (12) month period times (y) a fraction, the numerator of which equals the Fixed Rent applicable to such Leased Property and the denominator of which equals the aggregate Fixed Rent for the Premises. If the amount of the aforesaid Impositions to be levied, charged, filed, assessed or imposed, or the aforesaid insurance premiums to be paid, during such twelve (12) month period (or any subsequent twelve (12) month period hereunder) cannot be determined as may of the Effective Date (or the commencement of any subsequent twelve (12) month period), such amount for the purpose of computing the deposit to be made by Tenant hereunder shall be estimated by Landlord with an appropriate adjustment to be promptly made between Landlord and Tenant as soon as such amount becomes determinable. Landlord may, at its option, from time to time require that any particular deposit be greater than one-twelfth (1/12th) of the estimated Imposition and/or insurance premium amount payable during any twelve (12) month period, if such additional deposit is required by to provide a sufficient fund from which to make payment of all Impositions on or before the terms hereofnext due date of any installment thereof, or to make payment of any required insurance premiums not later than the due date thereof. Huntington Tenant shall hold such monthly payments which may be mingled with its general fundsdeliver to Landlord copies of all notices, without obligation demands, claims, bills and receipts in relation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, the Impositions and insurance premiums when duepromptly upon receipt thereof by Tenant. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, The actual or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited estimated amounts on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, Impositions and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein adjusted annually as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueeach Leased Property.

Escrow. BorrowerAs security for Cardo’s indemnification obligations hereunder, in order to more fully protect Parent shall deposit with the security of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth Escrow Agent ten percent (1/1210%) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by shares of Parent Common Stock issued in connection with the Merger pursuant to Article III to each Historical Cardo Member (the “Cardo Escrowed Securities”) pursuant to the terms hereofof the Escrow Agreement and this Article IX. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds The Cardo Escrowed Securities shall be so accumulated for released in accordance with the payment terms of said charges the Escrow Agreement on the date that is one (1) month year after the Closing Date (such period, the “Escrow Period”), except with respect to a number of such Cardo Escrowed Securities as reasonably determined by the board of directors of Parent to be necessary to satisfy any unresolved claim made pursuant to this Article IX in writing prior to such release date, which securities shall be held pursuant to the due date terms of the Escrow Agreement until such claim is fully and finally resolved. Parent shall be entitled to recover the Damages for which Cardo is obligated to provide indemnification hereunder against the Cardo Escrowed Securities on a pro rata basis based on the number of such securities issued to each holder thereof and that Borrower held in such escrow, and the aggregate number of Cardo Escrowed Securities subject to such recovery shall furnish Huntington with proper statements covering be determined by dividing the same fifteen amount of such indemnifiable Damages, as fully and finally determined to be due by the mutual agreement of the board of directors of Parent and the Members’ Representatives or by a court of competent jurisdiction, as applicable, by the average closing price per share of Parent Common Stock on the OTCBB or Eligible Market, as applicable, for the ten (15) days 10)-day period ending on the day prior to such determination. Delivery of Cardo Escrowed Securities from the due dates thereof. In escrow account to the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated Historical Cardo Members shall be credited made pro rata based on the number of shares of Parent Common Stock deposited in such escrow account in respect of the unpaid principal or interesteach Historical Cardo Member. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the Any provisions of this Section 9 Agreement to the contrary notwithstanding, the Parent Indemnified Parties’ sole remedy for such payments indemnification claims hereunder shall be to recover against the Cardo Escrowed Securities; provided, however, (i) the foregoing shall not apply in the case of taxes, assessmentsa Parent Indemnified Party seeking specific performance or injunctive or other equitable relief, and insurance premiums to Huntington, are complied with, Borrower (ii) no Parent Indemnified Party shall be relieved deemed to have waived any rights, claims, causes of compliance with the covenants contained in Sections 7 action or remedies if and 8 herein as to the amounts paid onlyextent (A) such rights, but nothing contained in this Section 9 shall claims, causes of action or remedies may not be construed as in any way limiting waived under applicable Laws, or (B) fraud is proven on the rights part of Huntington at its option to pay any and all of said items when due.a Parent Indemnified Party by an indemnifying party hereto. 9.4

Escrow. BorrowerThe Escrow Amount delivered by Buyer at Closing pursuant to the Escrow Agreement shall be held in segregated escrow funds, $1,500,000 of which shall be used to satisfy any Working Capital Shortfall (the “Working Capital Escrow Amount” and, together with the earnings thereon, the “Working Capital Escrow Fund”), and $3,500,000 of which shall serve as security for any indemnification obligations of Parent hereunder (the “Indemnification Escrow Amount” and, together with the earnings thereon, the “Indemnification Escrow Fund”). Releases from the Working Capital Escrow Fund and the Indemnification Escrow Fund will be permitted only in order accordance with the terms and conditions of this Agreement and the Escrow Agreement. If there is no Working Capital Shortfall, the Working Capital Escrow Fund shall be distributed by the Escrow Agent in accordance with the terms and conditions of this Agreement and the Escrow Agreement to more fully protect Parent. If there is a Working Capital Shortfall, the security Working Capital Escrow Fund, less the Working Capital Shortfall, shall be distributed by the Escrow Agent on such date in accordance with the terms and conditions of this Agreement and the Escrow Agreement to Parent. If there are no outstanding claims for indemnification by Buyer as of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness date that is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to months following the due dates thereof. In Closing Date (the event of foreclosure “Indemnification Escrow Termination Date”), the Indemnification Escrow Fund shall be distributed by the Escrow Agent in accordance with the terms and conditions of the Mortgage, or if Huntington should take a deed in lieu of foreclosureEscrow Agreement to Parent. If there are outstanding claims for indemnification by Buyer on the Indemnification Escrow Termination Date, the Indemnification Escrow Fund, less the amount so accumulated corresponding to each such outstanding claim, shall be credited on account distributed by the Escrow Agent in accordance with the terms and conditions of the unpaid principal or interest. If Escrow Agreement to Parent; provided, that the total remaining balance of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess amounts withheld with respect to each outstanding claim shall be credited on subsequent monthly payments of the same nature, but if the total distributed to Parent upon final satisfaction of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, outstanding claim in accordance with Article IX and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments the Escrow Agreement. Final distribution of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower the Indemnification Escrow Fund shall be relieved made net of compliance with any accrued fees and expenses of the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueEscrow Agent then outstanding.

Escrow. Borrower, in order to more fully protect At the security option of the Mortgage, does hereby covenant and agree thatMortgagee, if Borrower an Event of Default should occur and be continuing hereunder, Mortgagor shall fail deposit monthly with Mortgagee an amount, as estimated by Mortgagee, which, when added to timely such other deposits, will be sufficient to pay when due all ground rents, if any, taxes, assessments or assessments, insurance premiums and similar charges relating to the Premises which next become due with respect to the Premises and to pay such additional amount as provided above, or may be necessary to make up any deficiency in the event of any other default and Huntington does not then elect funds available to exercise its other remediespay the same on or before thirty (30) days before the date when such ground rents, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for and charges become due and payable. All such insurance as may deposits shall be required held by the terms hereof. Huntington shall hold such monthly payments which may Mortgagee without interest and free of any lien or claim of Mortgagor's creditors, to be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required used by applicable law, Mortgagee to pay such ground rents, taxes, assessments, premiums and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said other charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering as the same fifteen (15) days prior to the become due dates thereofand payable. In the event of foreclosure of the Mortgage, or if Huntington should take a deed Any excess in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess deposits shall be credited on subsequent monthly payments deposits to be made hereunder. Monthly accruals of real estate taxes shall be based upon one-twelfth (l/12th) of the same nature, but if estimated annual real estate taxes on the total of such monthly payments so made under this Section 9 shall be Premises. If at any time the deposits held by Mortgagee are insufficient to pay such any ground rents, taxes, assessments, and insurance premiums then dueor other charges, then said Borrower Mortgagor, upon receipt of notice thereof, shall pay upon demand deposit with Mortgagee such additional funds as may be necessary, in the amount necessary judgment of Mortgagee, to make up the remove such deficiency. Mortgagee shall not be liable for any unintentional delay or error in paying any ground rents, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueor other charges.

Escrow. Borrower, in order Pursuant to more fully protect that certain Escrow Agreement dated as of even date herewith (the security of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the “Escrow Agreement”; capitalized terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained used in this Section 9 which are defined in the Escrow Agreement and not otherwise defined herein are used with the meanings given such terms in the Escrow Agreement) by and among BG Finance, D&W Seller and Grand Bank (the “Escrow Agent”), BG Finance has deposited with Escrow Agent $3,250,000 of the Purchase Price as a source of payment for, and security against: (1) Liabilities relating to certain unpaid deposits of Federal Income Taxes Withheld by, and payment of Social Security Taxes and Medicare Taxes of Seller of the Business prior to the Closing Date (the “Federal Taxes”), (2) Liabilities relating to unpaid deposits of Louisiana State Income Taxes Withheld by, and State Unemployment Tax of Seller with respect to its operation in Louisiana of the Business prior to the Closing Date (the “Louisiana Taxes”), (3) Liabilities relating to unpaid deposits of California State Income Taxes Withheld by and unpaid State Unemployment Taxes, California State Disability Insurance, California State Franchise Tax of Seller with respect to the operation in California of the Business prior to the Closing Date (the “California Taxes”), (4) Liabilities relating to unpaid Texas State Unemployment Taxes of Seller with respect to Seller’s operation in Texas of the Business prior to the Closing Date (the “Texas Taxes”), and (5) any other Tax Losses suffered or incurred by BG Finance or its Affiliates. BG Finance hereby covenants and agrees that it shall abide by each of the terms of the Escrow Agreement. In addition, BG Finance hereby covenants and agrees that, notwithstanding anything to the contrary contained in the Escrow Agreement, (i) upon its receipt of an Internal Revenue Service transcript that reflects noi Federal Taxes are owed for any period prior to the Closing Date, the California Certificate of Release, the Louisiana Tax Clearance Certificate and evidence that no Texas Taxes are due, BG Finance shall provide copies of the same to Lender, and (ii) it shall not amend nor permit the Escrow Agreement to be construed as amended in any way limiting respect without the rights prior written consent of Huntington at its option to pay any and all of said items when dueLender.

Escrow. Borrower, in In order to more fully protect secure the security performance and discharge of Grantor's obligations under subparagraphs (f) and (h) of this Paragraph 2.2, but not in lieu of such obligations, Grantor will deposit with the Noteholder, concurrently with the execution and delivery of this Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly ad valorem taxes, assessments, assessments and charges (which charges for the purpose of this paragraph shall include without limitation ground rents and water and sewer rents and any other recurring charge which could create or result in a lien against the Property) against the Property for the current year and the premiums for such policies of insurance for the current year, all as may be required estimated by the terms hereof. Huntington shall hold such monthly payments Noteholder and prorated to the end of the calendar month following the month during which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessmentsthis Mortgage is executed and delivered, and insurance premiums thereafter will deposit with the Noteholder, on each date when due. Borrower agrees that an installment of principal and/or interest is due on the Note, sufficient funds shall be so accumulated for (as estimated from time to time by the payment of said charges one (1Noteholder) month prior to permit the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same Noteholder to pay, at least fifteen (15) days prior to the due dates date thereof, the next maturing ad valorem taxes, assessments and charges and premiums for such policies of insurance. In If any such escrow funds are not paid to the event Noteholder within ten (10) days from the date same shall become due, Grantor shall pay a late or collection charge equal to the lesser of foreclosure of (a) the Mortgagemaximum lawful rate as permitted by applicable law (as such term is defined in Section 5.15 hereof), or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account (b) five percent (5%) of the unpaid principal escrow amount. The Noteholder shall have the right to rely upon tax information furnished by applicable taxing authorities in the payment of such taxes or interestassessments and shall have no obligation to make any protest of any such taxes or assessments. If Any excess over the total amounts required for such purposes shall be held by the Noteholder for future use or refunded to Grantor, at the Noteholder's option; and any deficiency in such funds so deposited shall be made up by Grantor upon demand of the monthly payments as made under this Section 9 Noteholder. All such funds so deposited shall exceed not bear interest, may be mingled with the payments actually made by Huntington, such excess general funds of the Noteholder and shall be credited on subsequent monthly payments applied by the Noteholder toward the payment of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, charges and insurance premiums then due, then said Borrower shall pay upon demand when statements therefor are presented to the amount necessary to make up the deficiency, Noteholder by Grantor (which payments statements shall be presented by Grantor to the Noteholder a reasonable time before the applicable amount is due) ; provided, however, that, if a default shall have occurred hereunder, such funds may at the Noteholder's option be applied to the payment of the secured indebtedness in the order determined by the Mortgage. To Noteholder in its sole discretion, and that the extent that Noteholder may at any time, in its discretion, apply all or any part of such funds (including accrued interest thereon) toward the provisions payment of this Section 9 for any such payments of taxes, assessments, charges or premiums which are past due, together with any penalties or late charges with respect thereto. The conveyance or transfer of Grantor's interest in the Property for any reason (including without limitation the foreclosure of a subordinate lien or security interest or a transfer by operation of law) shall constitute an assignment or transfer of Grantor's interest in and insurance premiums rights to Huntington, are complied with, Borrower shall be relieved of compliance with such funds held by the covenants contained in Sections 7 and 8 herein as Noteholder under this subparagraph (n) but subject to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when duethe Noteholder hereunder.

Escrow. Borrower(a) The Stockholders shall deposit into escrow, with the Escrow Agent named in order to more fully protect the security Escrow Agreement, such number of MLC Common Shares issued in connection with the Merger having an aggregate value (based on the Average Share Price) of ten percent of the MortgageMerger Consideration (such deposit being referred to as the "Escrow Deposit"). Until such time as the aggregate amount of MLC Indemnity Claims which have been definitively resolved to be payable in favor of MLC or MAC shall equal or exceed the amount of the Deemed Escrow Value (as hereinafter defined), does hereby covenant and agree that, if Borrower all MLC Indemnity Claims shall fail to timely pay taxes, assessments or insurance premiums as provided above, or be satisfied first out of the MLC Common Shares held in the event Escrow Deposit, as further provided under the terms of the Escrow Agreement. For purposes hereof, all MLC Common Shares returned to MLC in settlement of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on MLC Indemnity Claims under the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds Escrow Agreement shall be so accumulated for valued at the payment Average Share Price. At such time as the aggregate amount of said charges one (1) month prior MLC Indemnity Claims which have been definitively resolved to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event be payable in favor of foreclosure of the Mortgage, MLC or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 MAC shall exceed the payments actually made by HuntingtonDeemed Escrow Value, such excess shall be credited on subsequent monthly payments each of the same nature, but if the total of Stockholders shall thereafter be jointly and severally liable to MLC or MAC for such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgageclaims. To the extent that all not inconsistent with pooling of interests restrictions, the provisions liability of the Stockholders for payable MLC Indemnity Claims in excess of the Deemed Escrow Value may be satisfied, at the election of each Stockholder, through (i) the delivery of MLC Common Shares to MLC, such shares to be valued at the Average Share Price, (ii) the payment of cash or (iii) any combination of such MLC Common Shares valued at the Average Share Price and cash. With respect to any MLC Common Shares to be returned to the MLC by the Stockholders in settlement of MLC Indemnity Claims pursuant to this Section 9 12.6, any dividends previously paid in respect of such returned MLC Common Shares (whether paid in cash, MLC Common Shares or other property) shall also be returned to MLC, provided that the value of such dividends shall not be taken into account for purposes of determining the value of such payments returned MLC Common Shares, as contemplated under paragraph 47g of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueAccounting Principles Board Opinion No. 16 (Interpretation No. 121).

Escrow. BorrowerTenant shall, in order to more fully protect on the security Commencement Date and on the first (1st) day of each calendar month thereafter during the Mortgage, does hereby covenant and agree thatTerm (or the next Business Day, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does such 1st day is not then elect to exercise its other remedies, then Borrower shall, upon request of Huntingtona Business Day), pay to Huntington on the first day of each month, until the Indebtedness is fully paid, and deposit with Landlord a sum equal to (i) one twelfth (1/12th) of the Impositions to be levied, charged, filed, assessed or imposed upon or against the Premises during the twelve (12) months from and after the Commencement Date (the “Escrow Commencement Date”) (or any subsequent twelve (12) month period), plus (ii) one-twelfth (1/121/12th) of the known or estimated yearly taxes, assessments, premiums for the insurance policies required pursuant to Section 14 hereof that are payable during such twelve (12) month period. If the amount of the Impositions to be levied, charged, filed, assessed or imposed, or the insurance premiums to be paid, during the twelve (12) months following the Escrow Commencement Date (or any subsequent twelve (12) month period hereunder) cannot be determined as may of the Escrow Commencement Date (or the commencement of any subsequent twelve (12) month period), such amount for the purpose of computing the deposit to be made by Tenant hereunder shall be estimated by Landlord with an appropriate adjustment to be promptly made between Landlord and Tenant as soon as such amount becomes determinable. Landlord may, at its option, from time to time require that any particular deposit be greater than one-twelfth (1/12th) of the estimated Imposition and/or insurance premium amount payable during the twelve (12) months after the Escrow Commencement Date (or during any subsequent twelve (12) month period), if such additional deposit is required by to provide a sufficient fund from which to make payment of all Impositions on or before the terms hereofnext due date of any installment thereof, or to make payment of any required insurance premiums not later than the due date thereof. Huntington Tenant shall hold such monthly payments which may be mingled with its general fundsdeliver to Landlord copies of all notices, without obligation demands, claims, bills and receipts in relation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, the Impositions and insurance premiums when duepromptly upon receipt thereof by Tenant. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, The actual or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited estimated amounts on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, Impositions and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgageadjusted annually. To the extent that all the provisions Attached hereto as Schedule 3.3.1-2 are Landlord’s current wire transfer instructions for escrow payments under this Lease. Landlord may, upon advance written notice thereof to Tenant, designate alternative means of this Section 9 for such payments of taxes, assessments, payment and insurance premiums payees from time to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when duetime.

Escrow. Borrower, in In order to more fully protect at least partially satisfy, and to establish a procedure for the security satisfaction of, amounts owed to Parent pursuant to Section 2.7 and claims by the Parent Indemnitees for indemnification pursuant to Article VIII hereof, Parent, the Stockholder Representative and Xxxxx Fargo Bank, National Association (the “Escrow Agent”) shall enter into the Escrow Agreement on the Closing Date, pursuant to which Parent shall deposit with the Escrow Agent (i) cash in the amount of Four Million Five Hundred Thousand Dollars ($4,500,000) (the “Cash Escrow Amount”) and (ii) an aggregate of 695,580 shares of Parent Stock (the “Stock Escrow Amount”) within ten (10) business days after the Closing. Parent shall be deemed to have contributed the proportion of the MortgageEscrow Amount with respect to each Equityholder set forth on the Closing Consideration Schedule and the consideration payable to each Equityholder pursuant to this Article II shall be reduced by such amount. As used in this Agreement, does hereby covenant the term “Escrow Amount” means, as of any moment in time, the amount of cash and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or the value of the Parent Stock then in the event of any other default Escrow Account. Pursuant to the terms and Huntington does not then elect subject to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) conditions of the known or estimated yearly taxesEscrow Agreement, assessments, premiums the Escrow Agent shall establish an escrow account into which the Escrow Agent shall deposit the Escrow Amount (the “Escrow Account”). The timing and methodology for such insurance as may the release of the Escrow Amount shall be required governed by the terms hereof. Huntington shall hold and subject to the conditions set forth in this Agreement and the Escrow Agreement; provided, however, that each of Parent and the Stockholder Representative agrees that it will act in good faith and cooperate with one another to execute and deliver such monthly payments which may be mingled joint written instructions, including with its general funds, without obligation respect to pay interest thereon, unless otherwise required by applicable lawany distributions of the Escrow Amount, to pay such taxesthe Escrow Agent as are required to implement the intent of this Agreement and the Escrow Agreement. After the eighteen month anniversary of the Closing Date, assessments, and insurance premiums when due. Borrower agrees that sufficient funds the Escrow Agent shall be so accumulated for the payment of said charges one (1) month prior deliver to the due date thereof Stockholders and that Borrower shall furnish Huntington Parent or the Second Surviving Corporation, on behalf of the Company Optionholders, the remaining Escrow Amount minus the Pending Claims Amount in accordance with proper statements covering the same fifteen (15) days prior to the due dates thereofEscrow Agreement. In the event of foreclosure a distribution of any amounts from the Escrow Account to the Equityholders, each Equityholder shall be entitled to receive a portion of such distribution equal to the proportion set forth with respect to such Equityholder on the Closing Consideration Certificate. For purposes of satisfying any claims for indemnification under this Agreement, all shares of Parent Stock in the Escrow Account shall be deemed to have a value equal to the Parent Stock Value, as adjusted for any stock splits, dividends, combinations or the like, irrespective of the Mortgageactual value of such shares at the time the claim is satisfied out of the Escrow Account. Notwithstanding anything to the contrary herein, or if Huntington should take no fraction of a deed in lieu share of foreclosure, the amount so accumulated Parent Stock shall be credited on account released from the Escrow Account and all releases of the unpaid principal or interest. If the total shares of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess Parent Stock shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as rounded to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when duenearest whole share.

Escrow. BorrowerContemporaneously with the execution of this Agreement, the Borrower shall executed an escrow agreement with the Lender as escrow holder (the "Escrow Agreement") in order the form of Exhibit F to more fully protect this Agreement and shall execute and deliver to the security Escrow Holder a certificate for 20,027 shares of Common Stock as a portion of the Mortgagenumber of Conversion Shares (based upon a conversion price of $0.75 per share) underlying the principal amount of the Note evidencing the initial Loan plus interest for the term and the number of Warrant Shares for which the Warrants shall be exercisable upon funding the initial Loan. Prior to each additional Loan, does hereby covenant and agree that, if the Borrower shall fail execute and deliver to timely pay taxesthe Escrow Holder a certificate for 100% of the number of additional Conversion Shares (based upon a conversion price of $0.75 per share) underlying the principal amount of the Note evidencing that Loan plus interest for the term and 100% the number of additional Warrant Shares for which the Warrants shall be exercisable upon funding that Loan, assessments or insurance premiums as provided above, or until all of the Conversion Shares and Warrant Shares have been delivered to the Escrow Holder. All certificates for Conversion Shares and Warrant Shares delivered to the Escrow Holder shall be registered in the event name of Infinity Financial Group, Inc. Until such time as the registration statement covering the Conversion Shares and the Warrant shares is effective, the certificates shall bear a legend indicating that they have been issued in a transaction that is exempt from the registration requirements of the Securities Act, and may not be transferred except pursuant to registration under the Securities Act or an exemption from such registration. Except for such legend, the Common Stock underlying the Lender's Warrant and the Lender's Warrant shall be free and clear of any legends, liens, claims, stop orders or other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on restrictions. Not later than the first day of each month, until third Business Day following the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) effective date of the known or estimated yearly taxesRegistration Statement, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering cause the same fifteen (15) days prior Common Stock underlying the Lender's Warrant to the due dates thereof. In the event be registered in Lender's name free and clear of foreclosure of the Mortgageany legends, liens, claims, stop orders or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueother restrictions.

Escrow. BorrowerTenant shall, in order to more fully protect on the security Commencement Date and on the first (1st) day of each calendar month thereafter during the Mortgage, does hereby covenant and agree thatTerm (or the next Business Day, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does such 1st day is not then elect to exercise its other remedies, then Borrower shall, upon request of Huntingtona Business Day), pay to Huntington on the first day of each month, until the Indebtedness is fully paid, and deposit with Landlord a sum equal to (i) one twelfth (1/12th) of the Impositions to be levied, charged, filed, assessed or imposed upon or against the Premises during the twelve (12) months from and after the Commencement Date (the "Escrow Commencement Date") (or any subsequent twelve (12) month period), plus (ii) one-twelfth (1/121/12th) of the known or estimated yearly taxes, assessments, premiums for the insurance policies required pursuant to Section 14 hereof that are payable during such twelve (12) month period. Attached hereto as Schedule 3.3.1-1 is a description of the premiums payable under this Lease and the Other Leases as of the Effective Date. If the amount of the Impositions to be levied, charged, filed, assessed or imposed, or the insurance premiums to be paid, during the twelve (12) months following the Escrow Commencement Date (or any subsequent twelve (12) month period hereunder) cannot be determined as may of the Escrow Commencement Date (or the commencement of any subsequent twelve (12) month period), such amount for the purpose of computing the deposit to be made by Tenant hereunder shall be estimated by Landlord with an appropriate adjustment to be promptly made between Landlord and Amberleigh Tenant as soon as such amount becomes determinable. Landlord may, at its option, from time to time require that any particular deposit be greater than one-twelfth (1/12th) of the estimated Imposition and/or insurance premium amount payable during the twelve (12) months after the Escrow Commencement Date (or during any subsequent twelve (12) month period), if such additional deposit is required by to provide a sufficient fund from which to make payment of all Impositions on or before the terms hereofnext due date of any installment thereof, or to make payment of any required insurance premiums not later than the due date thereof. Huntington Tenant shall hold such monthly payments which may be mingled with its general fundsdeliver to Landlord copies of all notices, without obligation demands, claims, bills and receipts in relation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, the Impositions and insurance premiums when duepromptly upon receipt thereof by Tenant. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, The actual or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited estimated amounts on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, Impositions and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgageadjusted annually. To the extent that all the provisions Attached hereto as Schedule 3.3.1-2 are Landlord's current wire transfer instructions for escrow payments under this Lease. Landlord may, upon advance written notice thereof to Tenant, designate alternative means of this Section 9 for such payments of taxes, assessments, payment and insurance premiums payees from time to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when duetime.

Escrow. On the date hereof, Borrowers shall deposit with Administrative Agent the aggregate amount set forth on Schedule 9.14 hereto as being required to complete the Required Repairs and Administrative Agent shall cause such amount to be transferred to an interest bearing account (the “Required Repairs Reserve”). Provided no Potential Default or Event of Default shall have occurred and is continuing, Administrative Agent shall disburse funds held in the Required Repairs Reserve to the applicable Borrower, in order to more fully protect the security of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same within fifteen (15) days prior after the delivery by a Borrower to Administrative Agent of a request therefor (but not more often than once per month), in increments of at least $10,000, accompanied by the following items (which items shall be in form and substance satisfactory to Administrative Agent): (i) a certificate from such Borrower (A) certifying that the Required Repairs or any portion thereof which are the subject of the requested disbursement have been completed in a good and workmanlike manner and in accordance with all applicable legal requirements, (B) identifying each Person that supplied materials or labor in connection with such Required Repairs or any portion thereof and (C) stating that each such Person has been or, upon receipt of the requested disbursement, will be paid in full with respect to the due dates thereof. In the event of foreclosure portion of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, Required Repairs which is the amount so accumulated shall be credited on account subject of the unpaid principal requested disbursement; (ii) copies of appropriate lien waivers or interest. If other evidence of payment satisfactory to Administrative Agent; (iii) at Administrative Agent’s option, a title search for the total relevant Project indicating that it is free from all liens not previously approved by Administrative Agent; (iv) a copy of each license required to be obtained with respect to the portion of the monthly payments Required Repairs which is the subject of the requested disbursement; and (v) such other evidence as made under Administrative Agent shall reasonably request that the Required Repairs which are the subject of the requested disbursement have been completed and paid for. Provided no Potential Default or Event of Default shall have occurred and is continuing, upon each Borrower’s completion of all Required Repairs in accordance with this Section 9 2.6.2, Administrative Agent shall exceed release any funds remaining in the payments actually made by HuntingtonRequired Repairs Reserve, such excess shall be credited on subsequent monthly payments of the same natureif any, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueapplicable Borrower.

Escrow. BorrowerIf required by the Beneficiary, in order to more fully protect the security of Grantor shall deposit with the MortgageBeneficiary, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first tenth (10) day of each monthmonth during the term of this Deed of Trust, until an additional amount as determined by the Indebtedness is fully paidBeneficiary in its reasonable discretion, a sum equal to one-twelfth (1/12) sufficiently discharge the obligations of the known or estimated yearly taxesGrantor for: (a) the payment of Taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general fundslevies, without obligation to pay interest thereonfees, unless otherwise required by applicable law, to pay such taxes, assessmentsrents, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for other public charges imposed upon or assessed against the Trust Property or the revenues, rents, issues, income, or profits thereof, as provided in Section 7.13; (b) the payment of said charges one premiums for fire, casualty, and other hazard insurance and flood insurance, as provided by Sections 8.1, 8.2, 8.3 and 8.4, for the purpose of providing a fund to assure the payment of the aforesaid expenses when and as they come due; and (1c) month if applicable, any owner's association fee, condominium association fee, or any other similar fee, cost, assessment or charge. Such amounts shall be applied to the payment of the obligations in respect to which such amounts were deposited or, at the option of the Beneficiary, to the payment of such obligations in such order of priority as the Beneficiary shall determine, on or before the date they become delinquent. If the Beneficiary determines, prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure any of the Mortgageaforementioned obligations, or if Huntington should take a deed in lieu of foreclosure, that the amount so accumulated shall be credited then on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 deposit shall be insufficient to pay for the payment of such taxesobligations in full, assessmentsthe Grantor, and insurance premiums then duewithin ten (10) days after demand, then said Borrower shall pay upon demand deposit the amount necessary of the deficiency with the Beneficiary. The Beneficiary may also pay any amount as provided herein and add the amount to make up the deficiencyindebtedness hereby secured. Any amounts deposited with the Beneficiary or the Trustees pursuant to this Section are hereby pledged as additional security for the payment of the Loan and other obligations under the Loan Documents (collectively, which payments shall be secured by the Mortgage"Loan Obligations") and the Grantor does hereby grant a security interest to the Beneficiary in such amounts. To Any amounts deposited with the extent that all Beneficiary pursuant to the provisions of this Section 9 for such payments of taxesshall not be, assessmentsnor be deemed to be, and insurance premiums trust funds, nor shall they operate to Huntington, are complied with, Borrower curtail or reduce the Loan Obligations. Such funds so deposited with the Beneficiary or the Trustee pursuant to this Section shall be relieved of compliance maintained in an escrow account with the covenants contained in Sections 7 Beneficiary, without interest, separate and 8 herein as apart from the Grantor's other funds. The Beneficiary shall not be liable for any failure to apply to the payment of the obligations in respect to which such amounts paid onlywere deposited unless the Grantor, but nothing contained while no Event of Default exists hereunder, shall have requested the Beneficiary in writing to make application of such deposits then on hand to the payment of particular escrow items, which request shall be accompanied by the bills therefor. The Beneficiary may, in its sole discretion, at any time and from time to time, waive the requirements of this Section 9 7.17. Notwithstanding any other provision of this Section 7.17, the Grantor shall not be construed required to make any payment required under this Section 7.17 if such payment is required to be paid to or on behalf of any beneficiary by any deed of trust encumbering the Trust Property (each a "Senior Trust") as in any way limiting of the rights of Huntington at its option to pay any and all of said items when duedate hereof.

Escrow. Borrower, in order to more fully protect the security of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default if there is an Event Of Default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereofhereof and, if applicable, any replacement reserve amounts payable by Borrower. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when due.

Escrow. Borrower, in order to more fully protect the security of the MortgageInstrument, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington Lender does not then elect to exercise its other remedies, then Borrower shall, upon request of HuntingtonLender, pay to Huntington Lender on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereofhereof and, if applicable, any replacement reserve amounts payable by Borrower. Huntington Lender shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington Lender with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the MortgageInstrument, or if Huntington Lender should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by HuntingtonLender, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the MortgageInstrument. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to HuntingtonLender, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington Lender at its option to pay any and all of said items when due.

Escrow. BorrowerAt the Effective Time, in order the Escrow Deposit shall be delivered by Parent to more fully protect the security Escrow Agent, to be held for a period ending on the Escrow Release Date, provided, however, that the one half of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth Escrow Deposit representing five percent (1/125%) of the known or estimated yearly taxesMerger Consideration shall be released to the Shareholder on the six (6) month anniversary of the Closing Date if no Claim Notice has been delivered prior to that time, assessments, premiums for such insurance as except the Escrow Deposit may be required by withheld after the terms hereof. Huntington shall hold such monthly payments Escrow Release Date to satisfy claims for indemnification which may be mingled with its general funds, without obligation are the subject to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month a Claims Notice delivered prior to the due date thereof Escrow Release Date. The Escrow Deposit shall be held and disbursed by the Escrow Agent in accordance with an Escrow Agreement in the form attached hereto as EXHIBIT B. For the purpose of any claim against the Escrow Deposit hereunder, the value per share of shares retained in the Escrow Deposit shall be deemed to be the Closing Market Price. Except with respect to claims based on the obligations provided in Articles IV and VIII and Sections 3.4, 3.9, 3.11 and 13.5 and for fraud committed by the Company or the Shareholder, which are not limited in amount, if the Closing occurs, Parent and Acquisition Corp. agree that Borrower the Parent's right to indemnification pursuant to this Article 12 shall furnish Huntington with proper statements covering constitute Parent's and Acquisition Corp.'s sole and exclusive remedy and recourse against the same fifteen (15) days prior Shareholder for Losses attributable to any inaccuracy or breach of any representation or warranty, or any breach or nonfulfillment of or any failure to perform the due dates thereof. In the event of foreclosure covenants, agreements or undertakings, of the Mortgage, Company or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, Shareholder which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing is contained in this Section 9 Agreement or the Letters of Transmittal or any Schedule or certificate delivered pursuant the Closing. Notwithstanding anything herein to the contrary, the Shareholder shall have no liability for indemnification pursuant to this Article XII until the aggregate Losses to the Parent exceed $25,000, at which point the Shareholder shall be construed as in any way limiting liable for the rights full amount of Huntington at its option such Losses to pay any and all the Parent. Except (i) with respect to claims based on fraud committed by the Company or the Shareholder or (ii) Losses arising under Articles IV or VIII or Sections 3.4, 3.9, 3.11 or 13.5, the maximum liability of said items when duethe Shareholder shall be limited to the Escrow Deposit.

Escrow. Borrower, If requested by Noteholder at any time during the term the Indebtedness is outstanding in order to more fully protect secure the security performance and discharge of the MortgageGrantor's obligations under Subparagraphs (f) and (h) of this Paragraph 2.2, does hereby covenant and agree thatbut not in lieu of such obligations, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, Grantor will deposit with Noteholder a sum equal to one-twelfth (1/12) of the known or estimated yearly ad valorem taxes, assessments, assessments and charges (which charges for the purpose of this Subparagraph shall include without limitation ground rents and water and sewer rents and any other recurring charge which could create or result in a lien against the Mortgaged Property) against the Mortgaged Property for the current year and the premiums for such policies of insurance for the current year, all as may be required estimated by Noteholder and prorated to the terms hereof. Huntington shall hold such monthly payments end of the calendar month following the month during which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessmentsthis Mortgage is executed and delivered, and insurance premiums thereafter will deposit with Noteholder, on each date when due. Borrower agrees that an installment of principal and/or interest is due on the Note, sufficient funds shall be so accumulated for the payment of said charges one (1as estimated from time to time by Noteholder) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same permit Noteholder to pay, at least fifteen (15) days prior to the due dates date thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated next maturing ad valorem taxes, assessments and charges and premiums for such policies of insurance. Noteholder shall have the right to rely upon tax information furnished by applicable taxing authorities in the payment of such taxes or assessments and shall have no obligation to make any protest of any such taxes or assessments. Any excess over the amounts required for such purposes shall be credited on account of the unpaid principal held by Noteholder for future use, applied to any Indebtedness or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntingtonrefunded to Grantor, at Noteholder's option, and any deficiency in such excess funds so deposited shall be credited on subsequent monthly payments made up by Grantor upon demand of Noteholder. All such funds so deposited shall bear no interest whatsoever, may be mingled with the same nature, but if the total general funds of such monthly payments so made under this Section 9 Noteholder and shall be insufficient to pay applied by Noteholder toward the payment of such taxes, assessments, charges and insurance premiums then when statements therefor are presented to Noteholder by Grantor (such statements to be presented by Grantor to Noteholder within a reasonable time before the applicable amount is due); provided, then said Borrower however, that, if a Default (as hereinafter defined) shall pay upon demand have occurred hereunder, such funds may at Noteholder's option be applied to the amount necessary to make up payment of the deficiencyIndebtedness in the order determined by Noteholder in its sole discretion, which payments shall be secured by and that Noteholder may at any time, in its sole discretion, apply all or any part of such funds toward the Mortgage. To the extent that all the provisions payment of this Section 9 for any such payments of taxes, assessments, charges or premiums which are past due, together with any penalties or late charges with respect thereto. The conveyance or transfer of Xxxxxxx's interest in the Mortgaged Property for any reason (including, without limitation, the foreclosure of a subordinate lien or security interest or a transfer by operation of law) shall constitute an assignment or transfer of Grantor's interest in and insurance premiums rights to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as such funds held by Noteholder under this Subparagraph but subject to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueNoteholder hereunder.

Escrow. BorrowerTrustor, in order to more fully protect the security of the MortgageDeed of Trust, does hereby covenant and agree that, if Borrower Trustor shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower Trustor shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower Trustor agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower Trustor shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event the Trust Property is sold pursuant to the power of foreclosure of the Mortgagesale contained herein, or if Huntington should take a deed in lieu of foreclosurethereof, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 7 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 7 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower Trustor shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the MortgageDeed of Trust. To the extent that all the provisions of this Section 9 7 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower Trustor shall be relieved of compliance with the covenants contained in Sections 7 5 and 8 6 herein as to the amounts paid only, but nothing contained in this Section 9 7 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when due.

Escrow. BorrowerThe gross proceeds of the Offering, exclusive of the net proceeds from the sale of approximately 2,497,100 Subscription Receipts (the “Class A Subscription Receipts”) representing the number of Units issuable before the Corporation reaches the maximum number of 100,000,000 Common Shares outstanding, the precise figure to be provided by the Corporation) and exclusive of the Commission (as hereinafter defined) and all of the Underwriters’ out-of-pocket costs and expenses (the “Escrowed Funds”), will be held in escrow on behalf of the purchasers of all of the Subscription Receipts other than the Class A Subscription Receipts (the “Class B Subscription Receipts”) by an escrow agent acceptable to the Corporation and the Underwriters, in order to more fully protect an interest bearing account, pending the security receipt of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or certificate of articles of amendment of the Corporation providing for an increase in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) authorized capital of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by Corporation to a number of Common Shares sufficient to permit the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for issuance of all of the payment Common Shares (including any Common Share issuable upon exercise of said charges one the Warrants) issuable upon exercise of the Class B Subscription Receipts (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof“Escrow Releases Condition”). In the event of foreclosure of that the MortgageEscrow Release Condition is satisfied prior to 5:00 p.m. (Toronto time) on July 14, or if Huntington should take a deed in lieu of foreclosure2005 (the “Expiry Time”), the amount so accumulated Escrowed Funds, plus accrued interest, shall be credited on account of released to the unpaid principal or Corporation and each Class B Subscription Receipt will be automatically exercised to acquire one Unit. In the event that the Escrow Release Condition is not satisfied before the Expiry Time, the Escrowed Funds, plus accrued interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured used by the MortgageCorporation to repurchase the Class B Subscription Receipts for cancellation at a redemption price per Class B Subscription Receipt equal to the Issue Price. To the extent that the Escrowed Funds are not sufficient to repurchase all of the provisions of this Section 9 for Class B Subscription Receipts, the Corporation will contribute such payments of taxesamounts as are necessary to satisfy any shortfall. For greater certainty, assessments, and insurance premiums to Huntington, are complied with, Borrower the Class A Subscription Receipts shall be relieved of compliance with exercised automatically at Closing into Units and shall not be repurchased for cancellation in the covenants contained in Sections 7 and 8 herein as event that the Corporation fails to satisfy the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting Escrow Release Condition on or before the rights of Huntington at its option to pay any and all of said items when dueExpiry Time.

Escrow. Borrower, in order to more fully protect the security of the MortgageDeed of Trust, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of if there shall occur any other default Event of Default, as hereinafter defined, and Huntington Lender does not then elect to exercise its other remedies, then Borrower shall, upon request of HuntingtonLender, pay to Huntington Lender on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereofhereof and, if applicable, any replacement reserve amounts payable by Borrower. Huntington Lender shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington Lender with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the MortgageDeed of Trust, or if Huntington Lender should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by HuntingtonLender, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the MortgageDeed of Trust. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to HuntingtonLender, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington Lender at its option to pay any and all of said items when due.

Escrow. Borrower, in order to more fully protect the security of the Mortgage, does hereby covenant and agree that, if Borrower Trustor shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington Lender, on the first day monthly installments of each month, principal and/or interest are payable under the Note (or on another day designated in writing by Beneficiary) and until the Indebtedness Note is fully paidpaid in full, a sum (herein "Funds") equal to one-twelfth of (1/12a) of the known or estimated yearly taxes, assessments, premiums for such insurance as taxes and assessments that may be required levied on the Mortgaged Property, and (b) the yearly premium installments for fire and other hazard insurance, rent loss insurance and such other insurance covering the Mortgaged Property as Lender may require pursuant to Section 2.2.11 of this Deed of Trust, all as reasonably estimated initially and from time to time by Lender so that Lender may pay the terms hereofitems identified in (a) and (b) above at least thirty (30) days prior to their respective due dates. Huntington On the date the Loan is funded, an account shall hold such monthly payments which may be mingled with its general funds, without obligation established by Lender for the deposit of Funds in an amount equal to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, the next assessment or levy of real estate and/or property taxes and insurance premiums when on the Mortgaged Property minus the monthly Fund installments remaining before such assessment, levy, or premium installment is due. Borrower agrees that sufficient funds Thereafter, Funds shall be deposited in said account as provided above. Upon Trustor's breach of any covenant or agreement of Trustor in this Deed of Trust, Lender may apply, in any amount and in any order as Beneficiary shall determine in Lender's sole and absolute discretion, any Funds held by Lender at the time of application (i) to pay taxes, assessments and insurance premiums that are now or will hereafter become due or (ii) as a credit against sums secured by this Deed of Trust. Upon payment in full of all sums secured by this Deed of Trust, Lender shall promptly refund to Trustor any Funds held by Lender. Lender shall make no charge for so accumulated holding and applying the Funds, analyzing said account or for verifying and compiling said assessments and bills. Lender shall not be required to pay Trustor any interest, earnings or profits on the Funds. The Funds are pledged, free and clear of any creditor liens, and a security interest is hereby granted to Lender therein, as additional security for the sums secured by this Deed of Trust and shall be subject to the right of set-off. If the amount of the Funds held by Lender shall exceed the amount deemed necessary by Lender to provide for the payment of said charges one taxes, assessments and insurance premiums thirty (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (1530) days prior to the date when they become due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntingtonand payable, such excess shall be credited to Trustor on subsequent the next monthly payments installment or installments of Funds due. If at any time the amount of the same nature, but if the total of such monthly payments so made under this Section 9 Funds held by Beneficiary shall be insufficient less than the amount deemed necessary by Lender to pay such taxes, assessments, assessments and insurance premiums then duepremiums, then said Borrower Trustor shall pay upon demand the to Lender any amount necessary to make up the deficiencydeficiency within fifteen (15) days after notice from Lender to Trustor requesting payment thereof and at least thirty (30) days prior to the date when they become due and payable. The conveyance or transfer of Trustor’s interest in the Mortgaged Property for any reason (including, which payments without limitation, the foreclosure of a subordinate lien or security interest or a transfer by operation of law) shall be secured constitute an assignment or transfer of Trustor’s interest in and rights to such funds held by Lender under this Section but subject to the Mortgagerights of Lender hereunder. To Lender may waive in a separate writing the extent that all the escrow provisions of this Section 9 for 2.2.15 upon such payments of taxes, assessments, terms and insurance premiums to Huntington, are complied with, Borrower conditions as it shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when duerequire.

Escrow. Borrower, If requested by the Collateral Agent at any time following and during the continuance of a Default (as defined in Article IV hereof) in order to more fully protect secure the security performance and discharge of Grantor’s obligations under Subparagraphs (f) and (h) of this Paragraph 2.2, but not in lieu of such obligations, Grantor will deposit with the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, Collateral Agent a sum equal to one-twelfth (1/12) of the known or estimated yearly ad valorem taxes, assessments, assessments and charges (which charges for the purpose of this Subparagraph shall include without limitation ground rents and water and sewer rents and any other recurring charge which could create or result in a lien against the Mortgaged Property) against the Mortgaged Property for the current year and the premiums for such policies of insurance for the current year, all as may be required estimated by the terms hereof. Huntington shall hold such monthly payments Collateral Agent and prorated to the end of the calendar month following the month during which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessmentsthis Mortgage is executed and delivered, and insurance premiums thereafter will deposit with the Collateral Agent, on each date when due. Borrower agrees that an installment of principal and/or interest is due on the Notes, sufficient funds shall be so accumulated for (as estimated from time to time by the payment of said charges one Collateral Agent) to permit the Collateral Agent to pay, at least thirty (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (1530) days prior to the due dates date thereof, the next maturing ad valorem taxes, assessments and charges and premiums for such policies of insurance. In The Collateral Agent shall have the event right to rely upon tax information furnished by applicable taxing authorities in the payment of foreclosure such taxes or assessments and shall have no obligation to make any protest of any such taxes or assessments. Any excess over the amounts required for such purposes shall be held by the Collateral Agent for future use, applied to any Indebtedness or refunded to Grantor, at the Collateral Agent’s option, and any deficiency in such funds so deposited shall be made up by Grantor upon demand of the MortgageCollateral Agent. All such funds so deposited shall bear no interest whatsoever, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account kept separate and not be mingled with the general funds of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess Collateral Agent and shall be credited on subsequent monthly payments applied by the Collateral Agent toward the payment of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, charges and insurance premiums then when statements therefor are presented to the Collateral Agent by Grantor (such statements to be presented by Grantor to the Collateral Agent within a reasonable time before the applicable amount is due); provided, then said Borrower however, that, if a Default (as hereinafter defined) shall pay upon demand have occurred and be continuing hereunder, such funds may at the amount necessary Collateral Agent’s option be applied to make up the deficiency, which payments shall be secured payment of the Indebtedness in the order determined by the Mortgage. To Collateral Agent in its sole discretion, and that the extent that Collateral Agent may at any time, in its sole discretion, apply all or any part of such funds toward the provisions payment of this Section 9 for any such payments of taxes, assessments, charges or premiums which are past due, together with any penalties or late charges with respect thereto. The conveyance or transfer of Grantor’s interest in the Mortgaged Property for any reason (including, without limitation, the foreclosure of a subordinate lien or security interest or a transfer by operation of law) shall constitute an assignment or transfer of Grantor’s interest in and insurance premiums rights to Huntington, are complied with, Borrower shall be relieved of compliance with such funds held by the covenants contained in Sections 7 and 8 herein as Collateral Agent under this Subparagraph but subject to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when duethe Collateral Agent hereunder.

Escrow. BorrowerIf there is any dispute as to whether Escrow Agent is obligated to deliver the Xxxxxxx Money, or any other monies or documents which it holds or as to whom such Xxxxxxx Money, monies or documents are to be delivered, Escrow Agent shall not be obligated to make any delivery, but, in order to more fully protect the security such event, may hold same until receipt by Escrow Agent of an authorization, in writing, signed by all of the Mortgageparties having an interest in such dispute directing the disposition of same, does hereby covenant and agree thator, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event absence of any other default and Huntington does not then elect to exercise its other remediessuch authorization, then Borrower shallEscrow Agent may hold such Xxxxxxx Money, upon request of Huntington, pay to Huntington on the first day of each month, monies or documents until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) final determination of the known rights of the parties in an appropriate proceeding. If such written authorization is not given or estimated yearly taxes, assessments, premiums proceeding for such insurance as may determination is not begun and diligently continued, Escrow Agent may, but is not required to, bring an appropriate action or proceeding for leave to deposit such Xxxxxxx Money, monies or documents in court, pending such determination. Escrow Agent shall not be required by responsible for any acts or omissions unless the same constitutes gross negligence or willful misconduct and upon making delivery of the Xxxxxxx Money, monies or documents which Escrow Agent holds in accordance with the terms hereof. Huntington of this Agreement, Escrow Agent shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereofhave absolutely no further liability hereunder. In the event of foreclosure Escrow Agent places the Xxxxxxx Money, monies or documents that have actually been delivered to Escrow Agent in the Registry of the MortgageCircuit Court in and for the County in which the Property is located and files an action of interpleader, or if Huntington should take a deed in lieu of foreclosurenaming the parties hereto, the amount so accumulated Escrow Agent shall be credited on account released and relieved from any and all further obligation and liability hereunder or in connection herewith. Seller and Purchaser shall and do hereby, jointly and severally, agree to indemnify and hold Escrow Agent harmless from any and all damages, losses, liabilities, claims, costs and expenses arising hereunder or in connection herewith, including but not limited to, all costs and expenses incurred by Escrow Agent in connection with the filing of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same natureaction including, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxesnot limited to, assessmentsreasonable attorney and paralegal fees and expenses for Escrow Agent's attorneys through all trial and appellate levels. IT IS ACKNOWLEDGED THAT ESCROW AGENT MAY ACT AS THE COUNSEL FOR SELLER. IT IS AGREED THAT ESCROW AGENT SHALL NOT BE DISABLED OR DISQUALIFIED FROM REPRESENTING SELLER IN CONNECTION WITH ANY LITIGATION WHICH MIGHT ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT BY VIRTUE OF THE FACT THAT ESCROW AGENT HAS AGREED TO ACT AS ESCROW AGENT HEREUNDER, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the MortgageAND PURCHASER DOES HEREBY WAIVE ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THE FOREGOING. To the extent that all the The provisions of this Section 9 for such payments 10.17 shall survive the Closing or any termination of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueAgreement.

Escrow. BorrowerTrustor, in order to more fully protect the security of the MortgageDeed of Trust, does hereby covenant and agree that, if Borrower Trustor shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington Beneficiary does not then elect to exercise its other remedies, then Borrower Trustor shall, upon request of HuntingtonBeneficiary, pay to Huntington Beneficiary on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington Beneficiary shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower Trustor agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower Trustor shall furnish Huntington Beneficiary with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event the Trust Property is sold pursuant to the power of foreclosure of the Mortgagesale contained herein, or if Huntington Beneficiary should take a deed in lieu of foreclosurethereof, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 7 shall exceed the payments actually made by HuntingtonBeneficiary, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 7 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower Trustor shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when due.the

Escrow. Borrower, The Escrow Amount delivered by the Purchaser at the Closing pursuant to the Escrow Agreement shall be held in order an escrow fund (the “Escrow Fund”) and shall serve as security for any post-closing adjustments pursuant to more fully protect Sections 3.1(d) and 3.2(d) and the security indemnification obligations of the Mortgage, does hereby covenant Company and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or the Sellers in Section 9. Releases from the event of any other default Escrow Fund will be permitted in accordance with the terms and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) conditions of the known or estimated yearly taxes, assessments, premiums Escrow Agreement. If there are no outstanding claims for such insurance as may be required indemnification by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees Purchaser as of the date that sufficient funds shall be so accumulated for the payment of said charges is one (1) month prior year following the Closing Date (the “Initial Escrow Release Date”), 50% of the Escrow Amount (less any amounts previously deducted to satisfy claims) shall be distributed by the Escrow Agent on such date to the due Sellers in the proportions set forth as percentages opposite such Sellers’ names under the heading “Percentage of Escrow Distribution” in Exhibit A, representing the pro rata interest of each such Seller in the Escrow Fund (the “Escrow Distribution Schedule”). If there are no outstanding claims for indemnification by the Purchaser as of the date thereof and that Borrower is two (2) years following the Closing Date (the “Escrow Termination Date”), the balance of the Escrow Amount shall furnish Huntington with proper statements covering be distributed by the same fifteen (15) days prior Escrow Agent on such date to the due dates thereofSellers in the proportions set forth as percentages on the Escrow Distribution Schedule. In If there are outstanding claims for indemnification by the event of foreclosure Purchaser on the Escrow Termination Date, the Escrow Amount, less any amount subject to such outstanding claims, shall be distributed by the Escrow Agent on such date, to the Sellers in accordance with the Escrow Distribution Schedule; provided, that the remaining balance of the MortgageEscrow Amount shall be distributed to the Sellers in accordance with the Escrow Distribution Schedule upon final satisfaction of such outstanding claims in accordance with Section 9. Final distribution of the Escrow Fund shall be made net of any accrued fees and expenses then outstanding. If there is no Consideration remaining in the Escrow Fund, or if Huntington should take a deed in lieu of foreclosurethere is insufficient Consideration to effectuate the foregoing, after consultation with the Purchaser, the amount so accumulated Seller Representative may deliver to the Escrow Agent a modified Escrow Distribution Schedule, which reallocates such fractions of shares as equitably as reasonably practicable amongst the Sellers. The distribution of the Escrow Amount comprised of Stock Consideration hereunder shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntingtonway of transferring and delivering the corresponding number of shares of OCZ Common Stock to such account opened in the U.S. in such Seller’s name, or his, her or its agent’s name for the benefit of such excess Seller or all the Sellers (it being noted that such account shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured specified by the Mortgage. To Sellers in the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as wire instructions provided to the amounts paid onlyPurchaser), but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option or if such account is not available, directly to pay any and all of said items when dueeach Seller.

Escrow. Borrower, in In order to more fully protect secure the security performance and discharge ------ of the MortgageGrantor's obligations under subparagraphs (f) and (h) of this Paragraph 2.2, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or but not in the event lieu of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shallsuch obligations, upon request of Huntingtonwritten demand by the Noteholder, pay to Huntington on Grantor will deposit with the first day of each month, until the Indebtedness is fully paid, Noteholder a sum equal to one-twelfth ad valorem taxes, assessments and charges (1/12which charges for the purpose of this paragraph shall include without limitation ground rents and water and sewer rents and any other recurring charge which could create or result in a lien against the Property) against the Property for the then current year and the premiums for policies of insurance covering the period for the then current year, all as estimated by the Noteholder and prorated to the end of the known or calendar month following the month during which such demand is made, and thereafter will deposit with the Noteholder, on each date when an installment of principal and/or interest is due on the Note, sufficient funds (as estimated yearly taxes, assessments, premiums for such insurance as may be required from time to time by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general fundsNoteholder) to permit the Noteholder to pay, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same at least fifteen (15) days prior to the due dates date thereof, the next maturing ad valorem taxes, assessments and charges and premiums for such policies of insurance. In The Noteholder shall have the event right to rely upon tax information furnished by applicable taxing authorities in the payment of foreclosure such taxes or assessments and shall have no obligation to make any protest of any such taxes or assessments. Any excess over the amounts required for such purposes shall be held by the Noteholder for future use, applied to any secured indebtedness or refunded to Grantor, at the Noteholder's option, and any deficiency in such funds so deposited shall be made up by Grantor upon demand of the MortgageNoteholder. All such funds so deposited shall bear no interest whatsoever, or if Huntington should take a deed in lieu may be mingled with the general funds of foreclosure, the amount so accumulated Noteholder and shall be credited on account applied by the Noteholder toward the payment of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, charges and insurance premiums then due, then said Borrower shall pay upon demand when statements therefor are presented to the amount necessary to make up the deficiency, Noteholder by Grantor (which payments statements shall be presented by Grantor to the Noteholder a reasonable time before the applicable amount is due); provided, however, that, if a default shall have occurred hereunder, such funds may at the Noteholder's option be applied to the payment of the secured indebtedness in the order determined by the Mortgage. To Noteholder in its sole discretion, and that the extent that Noteholder may at any time, in its discretion, apply all or any part of such funds toward the provisions payment of this Section 9 for any such payments of taxes, assessments, charges or premiums which are past due, together with any penalties or late charges with respect thereto. The conveyance or transfer of Grantor's interest in the Property for any reason (including without limitation the foreclosure of a subordinate lien or security interest or a transfer by operation of law) shall constitute an assignment or transfer of Grantor's interest in and insurance premiums rights to Huntington, are complied with, Borrower shall be relieved of compliance with such funds held by the covenants contained in Sections 7 and 8 herein as Noteholder under this subparagraph (n) but subject to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when duethe Noteholder hereunder.