Common use of Escrow Closing Clause in Contracts

Escrow Closing. (a) Upon the execution of this Agreement by each Purchaser and the Company, (i) each Purchaser has deposited directly by wire transfer the applicable Purchase Price with SunTrust Bank, as Escrow Agent (the “Escrow Agent”), pursuant to that certain Escrow Agreement (in the form attached hereto as Exhibit B) among the Purchasers, the Company and the Escrow Agent (as it may be amended from time to time, the “Escrow Agreement”) and (ii) the Company has issued instructions to Continental Stock Transfer and Trust Company, the Company’s transfer agent (the “Transfer Agent”) authorizing the issuance to each Purchaser of the shares of Convertible Preferred Stock specified on each such Purchaser’s signature page hereto concurrent with the Escrow Agent’s release of the Purchase Price to the Company pursuant to the Escrow Agreement. (b) As specified in the Escrow Agreement and on the dates specified therein, the Escrow Agent shall release the applicable Purchase Price to the Company, and if applicable return the applicable contingent portions of the Purchase Price to the respective Purchaser, and the Transfer Agent shall issue the applicable shares of Convertible Preferred Stock to each Purchaser. The release of funds to the Company and the concurrent issuance of shares of Convertible Preferred Stock to the Purchasers shall be referred to herein as the “Closing” and the date of the Closing shall be referred to herein as the “Closing Date.” (c) If any Purchaser is prohibited from consummating its purchase of shares of Convertible Preferred Stock on other than a delivery-versus payment (“DVP”) basis and such Purchaser has indicated to the Company in writing (by marking such Purchaser’s signature page hereto or otherwise) that such Purchaser is relying on this Section 1.2(c) instead of on Sections 1.2(a), (b) and (d) (in such event, such Purchaser shall be referred to in certain provisions hereof as a “Section 1.2(c) Purchaser”),

Escrow Closing. (a) Upon Each of the execution parties hereto acknowledge and agree that the effectiveness of this Agreement by each Purchaser shall occur (if at all) pursuant to an escrow-style closing in accordance with the terms and conditions of an Escrow Agreement among Borrower, NSA REIT and the Company, (i) each Purchaser has deposited directly by wire transfer the applicable Purchase Price with SunTrust Bank, as Escrow Administrative Agent (the “Escrow AgentAgreement”), pursuant to that certain the form of which Escrow Agreement (in has been provided to the form attached hereto as Exhibit B) among Lenders. Each Lender, by its execution and delivery to the Purchasers, the Company and the Escrow Administrative Agent (as it may be amended from time to time, the “Escrow Agreement”) and (ii) the Company has issued instructions to Continental Stock Transfer and Trust Company, the Company’s transfer agent (the “Transfer Agent”) authorizing the issuance to each Purchaser of the shares of Convertible Preferred Stock specified on each such Purchaser’s its signature page hereto concurrent with to this Agreement (its “Signature Page”), acknowledges and agrees that (i) it authorizes the Escrow Administrative Agent’s release of the Purchase Price , subject to the Company pursuant terms and provisions of Article 12 of this Agreement, to the Escrow Agreement. (b) As specified in enter into the Escrow Agreement and carry out the Administrative Agent’s duties as the escrow agent thereunder, (ii) its Signature Page shall be held by the Administrative Agent in escrow in accordance with the terms of the Escrow Agreement and that such Signature Page cannot be released from escrow, or withdrawn or revoked, except as expressly provided in the Escrow Agreement, (iii) the Administrative Agent shall have the right, without the written consent of any Lender, to (w) complete blanks for dates in this Agreement (including any exhibit or schedule attached hereto) and the other Loan Documents entered into in connection herewith and make other corresponding changes, correct any typographical errors and make other so-called “clean- up” changes, (x) update the allocation of the Lenders’ Commitments as of the Effective Date, which are set forth on Schedule 1.1 attached to this Agreement, in order to reflect Commitments and outstanding Term Loans from the dates specified thereinLenders as agreed by the Co-Bookrunners, the Escrow applicable Lenders and the Borrower, (w) accept the delivery from the Loan Parties and the Parent of the items described in Section 6.1(a) of this Agreement required to be delivered thereunder and rely upon the accuracy thereof, or (z) make such amendments or modifications to the Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to implement any Benchmark Replacement or otherwise effectuate the terms of Section 4.9 of this Agreement in accordance with the terms of Section 4.9 of this Agreement, provided that the Administrative Agent shall release promptly give the applicable Purchase Price Lenders notice of any such changes, (iv) the duties and responsibilities of the Administrative Agent under the Escrow Agreement shall be deemed purely ministerial in nature and that the Administrative Agent shall be permitted to rely on such information as it deems reasonable to determine if the CompanyEscrow Release Conditions (as defined in the Escrow Agreement) have been satisfied, (v) the determination of the satisfaction of the Escrow Release Conditions shall be in the Administrative Agent’s sole discretion exercised in good faith and such determination shall be conclusive absent manifest error, and if applicable return in making such determination, the applicable contingent portions of Administrative Agent shall be entitled to rely upon any written notice, demand, certificate or document that the Purchase Price Administrative Agent in good faith believes to the respective Purchaserbe genuine (including facsimiles, electronic mail messages, and the Transfer Agent shall issue the applicable shares of Convertible Preferred Stock to each Purchaser. The release of funds to the Company and the concurrent issuance of shares of Convertible Preferred Stock to the Purchasers shall be referred to herein as the “Closing” and the date of the Closing shall be referred to herein as the “Closing Date.” (c) If any Purchaser is prohibited from consummating its purchase of shares of Convertible Preferred Stock on other than a delivery-versus payment (“DVP”) basis and such Purchaser has indicated to the Company in writing (by marking such Purchaser’s signature page hereto or otherwise) that such Purchaser is relying on this Section 1.2(c) instead of on Sections 1.2(aelectronic transmissions thereof), (bvi) the Administrative Agent shall not be liable or responsible for (x) any act taken or not taken by Administrative Agent under the Escrow Agreement in the absence of Administrative Agent’s own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable judgment, or (y) the failure of any of the other parties to the Escrow Agreement to perform in accordance with the terms thereof, and (dvii) (notwithstanding anything to the contrary contained herein, in such eventthe other Loan Documents or in the Escrow Agreement, such Purchaser this Section 6.3 shall be referred effective and binding upon such Lender immediately upon the delivery of its Signature Pages to in certain provisions hereof as a “Section 1.2(c) Purchaser”),the Administrative Agent.

Escrow Closing. (a) Upon the execution of this Agreement by each Purchaser and the CompanyThe Escrow Closing shall take place at 10:00 A.M. on May 3, (i) each Purchaser has deposited directly by wire transfer the applicable Purchase Price with SunTrust Bank, as Escrow Agent 2005 (the “Escrow Closing Date”), at the office of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, 1700 Bank of America Plaza, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇. TIME SHALL BE OF THE ESSENCE with respect to Purchaser’s obligation to close hereunder on the Escrow Closing Date. At the Escrow Closing (i) all documents and other instruments required to be delivered at Closing by Seller and Purchaser pursuant to Section 15 hereof shall be delivered into escrow with ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ (the “Closing Agent”), pursuant to and in accordance with an escrow instruction letter, in commercially reasonable form and substance, to be mutually agreed to by Closing Agent, Seller and Purchaser (the “Closing Agreement”), but which Closing Agreement shall provide, in any event, that certain Escrow Agreement (in no Closing shall occur unless and until the form attached hereto as Exhibit B) among the PurchasersLease Assignment, the Company Property Purchase and the Escrow Agent (as it may Leaseback Lease shall all be amended from time to timeconsummated, the “Escrow Agreement”) and simultaneously, (ii) the Company has issued instructions all documents and other instruments required to Continental Stock Transfer and Trust Company, the Company’s transfer agent (the “Transfer Agent”) authorizing the issuance to each Purchaser be delivered at closing of the shares of Convertible Preferred Stock specified on each such Purchaser’s signature page hereto concurrent with the Escrow Agent’s release of the Property Purchase Price by Purchaser to the Company Lessor pursuant to the Escrow terms of the Existing Lease shall be delivered into escrow with the Closing Agent, pursuant to and in accordance with the Closing Agreement. , (biii) As specified in the Escrow all payments, apportionment and other monies to be exchanged between Seller and Purchaser at Closing pursuant to this Agreement and on the dates specified therein(including, without limitation, the Escrow Assignment Purchase Price) shall be delivered into escrow with the Closing Agent shall release pursuant to and in accordance with the applicable Closing Agreement, (iv) all payments, apportionment and other monies to be exchanged between Purchaser and Lessor at the closing of the Property Purchase Price pursuant to the CompanyExisting Lease (including, without limitation, the Property Purchase Price) shall be delivered into escrow with the Closing Agent pursuant to and in accordance with the Closing Agreement, and if applicable return (v) Seller and Purchaser shall execute, deliver and perform all of their respective obligations hereunder (and, for Purchaser, under the applicable contingent portions of the Purchase Price Existing Lease with respect to the respective Purchaser, Property Purchase) required to be tendered and the Transfer Agent shall issue the applicable shares of Convertible Preferred Stock to each Purchaser. The release of funds to the Company and the concurrent issuance of shares of Convertible Preferred Stock to the Purchasers shall be referred to herein performed as the “Closing” and the date of the Closing shall be referred to herein as the “Closing Date.” (c) If any Purchaser is prohibited from consummating its purchase of shares of Convertible Preferred Stock on other than a delivery-versus payment (“DVP”) basis and such Purchaser has indicated , in escrow pursuant to the Company in writing Closing Agreement, with the intention and effect that within four (by marking such Purchaser’s signature page hereto or otherwise4) that such Purchaser is relying on this business days following the Escrow Closing, the Closing (including the Property Purchase) shall occur as per Section 1.2(c9(c) instead of on Sections 1.2(a), (b) and (d) (in such event, such Purchaser shall be referred to in certain provisions hereof as a “Section 1.2(c) Purchaser”),below.

Escrow Closing. (a) Upon Each of the execution parties hereto acknowledge and agree that the effectiveness of this Agreement by each Purchaser shall occur (if at all) pursuant to an escrow-style closing in accordance with the terms and conditions of an Escrow Agreement among Borrower, NSA REIT and the Company, (i) each Purchaser has deposited directly by wire transfer the applicable Purchase Price with SunTrust Bank, as Escrow Administrative Agent (the “Escrow AgentAgreement”), pursuant to that certain the form of which Escrow Agreement (in has been provided to the form attached hereto as Exhibit B) among Lenders. Each Lender, by its execution and delivery to the Purchasers, the Company and the Escrow Administrative Agent (as it may be amended from time to time, the “Escrow Agreement”) and (ii) the Company has issued instructions to Continental Stock Transfer and Trust Company, the Company’s transfer agent (the “Transfer Agent”) authorizing the issuance to each Purchaser of the shares of Convertible Preferred Stock specified on each such Purchaser’s its signature page hereto concurrent with to this Agreement (its “Signature Page”), acknowledges and agrees that (i) it authorizes the Escrow Administrative Agent’s release of the Purchase Price , subject to the Company pursuant terms and provisions of Article 12 of this Agreement, to the Escrow Agreement. (b) As specified in enter into the Escrow Agreement and carry out the Administrative Agent’s duties as the escrow agent thereunder, (ii) its Signature Page shall be held by the Administrative Agent in escrow in accordance with the terms of the Escrow Agreement and that such Signature Page cannot be released from escrow, or withdrawn or revoked, except as expressly provided in the Escrow Agreement, (iii) the Administrative Agent shall have the right, without the written consent of any Lender, to (w) complete blanks for dates in this Agreement (including any exhibit or schedule attached hereto) and the other Loan Documents entered into in connection herewith and make other corresponding changes, correct any typographical errors and make other so-called “clean-up” changes, (x) update the allocation of the Lenders’ Commitments as of the Effective Date, which are set forth on Schedule 1.1 attached to this Agreement, in order to reflect Commitments and outstanding Term Loans from the dates specified thereinLenders as agreed by the Co-Bookrunners, the Escrow applicable Lenders and the Borrower, (w) accept the delivery from the Loan Parties and the Parent of the items described in Section 6.1(a) of this Agreement required to be delivered thereunder and rely upon the accuracy thereof, or (z) make such amendments or modifications to the Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to implement any Benchmark Replacement or otherwise effectuate the terms of Section 4.9 of this Agreement in accordance with the terms of Section 4.9 of this Agreement, provided that the Administrative Agent shall release promptly give the applicable Purchase Price Lenders notice of any such changes, (iv) the duties and responsibilities of the Administrative Agent under the Escrow Agreement shall be deemed purely ministerial in nature and that the Administrative Agent shall be permitted to rely on such information as it deems reasonable to determine if the CompanyEscrow Release Conditions (as defined in the Escrow Agreement) have been satisfied, (v) the determination of the satisfaction of the Escrow Release Conditions shall be in the Administrative Agent’s sole discretion exercised in good faith and such determination shall be conclusive absent manifest error, and if applicable return in making such determination, the applicable contingent portions of Administrative Agent shall be entitled to rely upon any written notice, demand, certificate or document that the Purchase Price Administrative Agent in good faith believes to the respective Purchaserbe genuine (including facsimiles, electronic mail messages, and the Transfer Agent shall issue the applicable shares of Convertible Preferred Stock to each Purchaser. The release of funds to the Company and the concurrent issuance of shares of Convertible Preferred Stock to the Purchasers shall be referred to herein as the “Closing” and the date of the Closing shall be referred to herein as the “Closing Date.” (c) If any Purchaser is prohibited from consummating its purchase of shares of Convertible Preferred Stock on other than a delivery-versus payment (“DVP”) basis and such Purchaser has indicated to the Company in writing (by marking such Purchaser’s signature page hereto or otherwise) that such Purchaser is relying on this Section 1.2(c) instead of on Sections 1.2(aelectronic transmissions thereof), (bvi) the Administrative Agent shall not be liable or responsible for (x) any act taken or not taken by Administrative Agent under the Escrow Agreement in the absence of Administrative Agent’s own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable judgment, or (y) the failure of any of the other parties to the Escrow Agreement to perform in accordance with the terms thereof, and (dvii) (notwithstanding anything to the contrary contained herein, in such eventthe other Loan Documents or in the Escrow Agreement, such Purchaser this Section 6.3 shall be referred effective and binding upon such Lender immediately upon the delivery of its Signature Pages to in certain provisions hereof as a “Section 1.2(c) Purchaser”),the Administrative Agent.

Escrow Closing. Purchaser and Seller (or their respective counsel on behalf of Purchaser and Seller) shall execute letters of escrow closing instructions (the “Closing Instructions”) which will provide that, on the Closing Date: (a) Seller and Purchaser shall each deposit with the Escrow Agent all of the documents and instruments described herein (the “Closing Documents”); (b) Purchaser shall deposit with the Escrow Agent the Purchase Price required to be paid after all prorations, adjustments and credits required to be made under this Agreement (the “Adjusted Purchase Price”); and (c) the Closing Instructions shall include the names, dollar amounts, and payment instructions for creditors of all Accounts Payable, including but not limited to Paragon Financial Group, Inc. and all recruiters that have bonuses, commissions or payments due, no later than one day prior to the Closing Date, all of which shall be set forth on, and mutually agreeable pursuant to, the Closing Statement. Upon receipt of the execution Adjusted Purchase Price, and the satisfaction of all other conditions set forth in the Closing Instructions, the Escrow Agent shall be authorized and directed as of the Closing Date to disburse the Adjusted Purchase Price as follows: (a) to each of the creditors of the Accounts Payable, including but not limited to Paragon Financial Group, Inc., the amount set forth in the Closing Instructions as due to the creditor, plus in the case of Paragon Financial any per diem due to Paragon Financial Group, Inc. in the event the Closing Date is not the date shown on the Closing Instructions; and (b) to the Escrow Agent, $120,000 (the “Escrow Amount”) to be held by the Escrow Agent pursuant to the terms and conditions of the Escrow Agreement entered into on the date of this Agreement by each among Seller, MCH, Purchaser and the Company, (i) each Purchaser has deposited directly by wire transfer the applicable Purchase Price with SunTrust Bank, as Escrow Agent (the “Escrow AgentAgreement”); and (c) the balance, pursuant if any, to that certain Escrow Agreement (in the form attached hereto as Exhibit B) among the Purchasers, the Company and the Seller. Escrow Agent (as it may be amended from time shall release and deliver the Closing Documents to timethe appropriate parties, the “Escrow Agreement”) and (ii) the Company has issued instructions to Continental Stock Transfer and Trust Company, the Company’s transfer agent (the “Transfer Agent”) authorizing the issuance to each Purchaser of the shares of Convertible Preferred Stock specified on each such Purchaser’s signature page hereto concurrent all in strict accordance with the Escrow Agent’s release of Closing Instructions. After the Purchase Price to the Company pursuant to the Escrow Agreement. (b) As specified in the Escrow Agreement and on the dates specified thereinClosing, the Escrow Agent shall release hold and disburse the applicable Purchase Price to Escrow Amount in accordance with the Company, and if applicable return the applicable contingent portions of the Purchase Price to the respective Purchaser, and the Transfer Agent shall issue the applicable shares of Convertible Preferred Stock to each Purchaser. The release of funds to the Company and the concurrent issuance of shares of Convertible Preferred Stock to the Purchasers shall be referred to herein as the “Closing” and the date of the Closing shall be referred to herein as the “Closing DateEscrow Agreement.” (c) If any Purchaser is prohibited from consummating its purchase of shares of Convertible Preferred Stock on other than a delivery-versus payment (“DVP”) basis and such Purchaser has indicated to the Company in writing (by marking such Purchaser’s signature page hereto or otherwise) that such Purchaser is relying on this Section 1.2(c) instead of on Sections 1.2(a), (b) and (d) (in such event, such Purchaser shall be referred to in certain provisions hereof as a “Section 1.2(c) Purchaser”),

Escrow Closing. (a) Upon The aggregate purchase price payable by each Purchaser shall be deposited by such Purchaser on the execution date of this Agreement into an escrow account ("ESCROW ACCOUNT") maintained under the Escrow Agreement; provided, however, that the obligation of SCP Private Equity Partners II, L.P. and Tandem PCS Investments, L.P. (each as one of the Purchasers) to fund up to five million dollars ($5,000,000) of its portion of the Escrow Account may be deferred for a period of up to eleven (11) Business Days after the date hereof. The aggregate amount of funds deposited by each Purchaser and the Company, (i) each Purchaser has deposited directly by wire transfer Purchasers into the applicable Purchase Price with SunTrust Bank, as Escrow Agent Account (the “Escrow Agent”"ESCROWED FUNDS"), pursuant to that certain Escrow Agreement (in shall be held, invested, administered and distributed by the form attached hereto as Exhibit B) among the Purchasers, the Company and the Escrow Agent (as it may be amended from time to time, the “Escrow Agreement”) and (ii) the Company has issued instructions to Continental Stock Transfer and Trust Company, the Company’s transfer escrow agent (the “Transfer Agent”"ESCROW AGENT") authorizing at the issuance to each Purchaser of the shares of Convertible Preferred Stock specified on each such Purchaser’s signature page hereto concurrent Closing in accordance with the Escrow Agent’s release of the Purchase Price to the Company pursuant to the Escrow Agreement. (b) As specified in The closing of the Escrow Agreement purchase and on sale of the dates specified thereinPurchased Securities (the "CLOSING") will take place at the offices of Edwa▇▇▇ & ▇nge▇▇, ▇▇P, 250 ▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇hin two (2) Business Days following the Escrow Agent shall release the applicable Purchase Price satisfaction (or waiver) of all conditions to the Company, and if applicable return the applicable contingent portions obligations of the Purchase Price to the respective Purchaserparties hereunder, and the Transfer Agent shall issue the applicable shares of Convertible Preferred Stock to each Purchaser. The release of funds to or at such other place, time or date as the Company and the concurrent issuance Purchasers may agree (the date of shares of Convertible Preferred Stock to the Purchasers shall be Closing being referred to herein as the “"CLOSING DATE"). At the Closing” , the Company will issue, sell and deliver to the Purchasers, and the date Purchasers shall, severally, and not jointly, purchase or acquire from the Company that number of Preferred Shares and the Closing shall be referred Warrant to herein as the “Closing Date.” (c) If any Purchaser is prohibited from consummating its purchase that number of shares of Convertible Preferred Common Stock on other than a delivery-versus payment (“DVP”) basis and set forth opposite the name of such Purchaser has indicated on SCHEDULE 2.1, against payment of the aggregate purchase price therefor set forth opposite the name of such Purchaser on SCHEDULE 2.1. Payment of the aggregate purchase price shall be made by the Escrow Agent to the Company in writing (by marking such Purchaser’s signature page hereto or otherwise) that on behalf of each such Purchaser is relying out of the Escrow Account by wire transfer in immediately available funds upon written instructions of the Company in accordance with the terms of the Escrow Agreement. The Purchased Securities will be issued on this Section 1.2(c) instead of the Closing Date, and registered to the applicable Purchaser in the Company's records, in the amounts designated on Sections 1.2(a), (b) and (d) (in such event, such Purchaser shall be referred to in certain provisions hereof as a “Section 1.2(c) Purchaser”),SCHEDULE 2.1 hereto.

Escrow Closing. (a) Upon 204 205 If closing is to be conducted by escrow, each Party shall deposit with the execution escrow agent all funds and documents necessary to 206 complete the exchange according to the terms of this Agreement by each Purchaser Agreement. The escrow agent shall disburse the closing funds and 207 record/file the Companydocuments promptly upon verification that, (i) each Purchaser per the most current records available for review, the condition of title 208 has deposited directly by wire transfer not changed from the applicable Purchase Price with SunTrust Bank, as Escrow Agent (the “Escrow Agent”), pursuant to that certain Escrow Agreement (condition of title shown in the form attached hereto as Exhibit B) among title commitment provided per lines 190 to 193, other than liens to be paid 209 out of closing proceeds and other changes agreed to by the PurchasersParties. CAUTION: CONSIDER THE POSSIBILITY OF GAPS IN 210 TITLE RECORDS DUE TO DELAYS WHICH MAY OCCUR BETWEEN THE FILING OF DOCUMENTS FOR RECORDING AND 211 THE AVAILABILITY OF THOSE DOCUMENTS FOR REVIEW BY THE ESCROW AGENT. IF TITLE INSURANCE IS BEING 212 PROVIDED BY SELLER, A “GAP ENDORSEMENT” MAY BE AVAILABLE AND WOULD INSURE AGAINST LIENS OR 213 ENCUMBRANCES FILED BETWEEN THE EFFECTIVE DATE OF THE TITLE SEARCH BY THE ESCROW AGENT AND THE 214 RECORDING OF THE CONVEYANCE DOCUMENTS CALLED FOR BY THIS AGREEMENT. 215 This Agreement, including any amendments, contains the Company and the Escrow Agent (as it may be amended from time to time, the “Escrow Agreement”) and (ii) the Company has issued instructions to Continental Stock Transfer and Trust Company, the Company’s transfer agent (the “Transfer Agent”) authorizing the issuance to each Purchaser entire agreement of the shares Parties regarding the 216 transaction. All prior negotiations and discussions have been merged into this Agreement. This Agreement binds and inures to 217 the benefit of Convertible Preferred Stock specified on each the Parties to this Agreement and their successors in interest. 218 219 Grantor understands that Grantee may elect to consummate this transaction as part of a tax deferred “like kind” exchange under 220 Section 1031 of the Internal Revenue Code. ▇▇▇▇▇▇▇ agrees to cooperate with ▇▇▇▇▇▇▇ in such Purchaser’s signature page hereto concurrent exchange. Any costs associated 221 with the Escrow Agent’s release exchange portion of the Purchase Price transaction shall be bourne by the Grantee. In addition, ▇▇▇▇▇▇▇ hereby agrees to indemnify, 222 defend, and hold Grantor harmless from and against any claim, suits, actions, damages, or liabilities as may arise as a reason of 223 Grantor’s cooperation with respect to the Company pursuant to the Escrow Agreement. (b) As specified in the Escrow Agreement and on the dates specified therein, the Escrow Agent shall release the applicable Purchase Price to the Company, and if applicable return the applicable contingent portions effectuation of the Purchase Price to the respective Purchaser, and the Transfer Agent shall issue the applicable shares of Convertible Preferred Stock to each Purchasera tax-deferred “like kind” exchange as contemplated herein. The release of funds to the Company and the concurrent issuance of shares of Convertible Preferred Stock to the Purchasers shall be referred to herein as the “Closing” and the date of the Closing shall be referred to herein as the “Closing Date.” (c) If any Purchaser is prohibited from consummating its purchase of shares of Convertible Preferred Stock on other than a delivery-versus payment (“DVP”) basis and such Purchaser has indicated to the Company in writing (by marking such Purchaser’s signature page hereto or otherwise) that such Purchaser is relying on this Section 1.2(c) instead of on Sections 1.2(a), (b) and (d) (in such event, such Purchaser shall be referred to in certain provisions hereof as a “Section 1.2(c) Purchaser”),224

Escrow Closing. (a1) Upon All documents and funds necessary to complete this transaction shall be placed in escrow with the execution Escrow Agent at least five (5) days prior to the Closing Date. Closing of this transaction shall take place, provided all the terms and conditions of this Agreement by each Purchaser and have been fulfilled as provided in this Agreement, on the Company, (i) each Purchaser has Closing Date. All funds required for the purchase of the Premises shall be deposited directly by wire transfer the applicable Purchase Price in escrow with SunTrust Bank, as Escrow Agent (the “Escrow Agent”), pursuant to that certain Escrow Agreement (in the form attached hereto as Exhibit B) among the Purchasers, the Company and the Escrow Agent (as it may not later than the date of Closing. This Agreement shall be amended from time considered the escrow instructions, but shall be subject to time, the “Escrow Agreement”) and (ii) the Company has issued instructions to Continental Stock Transfer and Trust Company, the Company’s transfer agent (the “Transfer Agent”) authorizing the issuance to each Purchaser of the shares of Convertible Preferred Stock specified on each such Purchaser’s signature page hereto concurrent with the Escrow Agent’s release 's standard conditions of acceptance of escrow where not inconsistent herewith, and which conditions of acceptance of escrow shall be made a part hereof and incorporated herein by reference. The Escrow Agent is hereby authorized to close the Purchase Price transaction and to make all prorations and allocations which, in accordance with the Agreement, are to be made between the parties hereto. Escrow Agent shall cause Title Insurer to search the title to the Company pursuant Premises, and if and when Escrow Agent has received all funds and documents to be deposited hereunder, Escrow Agent shall cause the Escrow Deed to be filed for record, the Title Policy to be issued to Buyer (if Buyer elects to receive a Title Policy) and the funds disbursed in accordance with this Agreement. (b2) As specified in the Escrow Agreement and on the dates specified therein, the Escrow Agent shall release the applicable Purchase Price prorate real estate taxes, if any, and assessments, both general and special, with respect to the Company, and if applicable return the applicable contingent portions Premises as of the Purchase Price to conveyance date, based upon the respective Purchaserlatest available tax duplicate, and taking into account, however, that ▇▇▇▇▇ was responsible for any taxes payable during the Transfer Agent term of its Lease. Buyer shall issue the applicable shares of Convertible Preferred Stock to each Purchaser. The release of funds to the Company and the concurrent issuance of shares of Convertible Preferred Stock to the Purchasers shall be referred to herein as the “Closing” and pay all utility charges (including, but not limited to, water) from the date of commencement of the Closing Lease to the date of transfer of title. The Escrow Agent shall deliver the purchase price for the Premises, less any net prorations or credits, to the Seller, and shall provide to the Seller and the Buyer a copy of the closing statement. The Escrow Agent shall be referred responsible for compliance with the reporting requirements pursuant to herein as Section 6045 of the “Closing DateInternal Revenue Code, including the preparation of Form 1099.” (c) If any Purchaser is prohibited from consummating its purchase of shares of Convertible Preferred Stock on other than a delivery-versus payment (“DVP”) basis and such Purchaser has indicated to the Company in writing (by marking such Purchaser’s signature page hereto or otherwise) that such Purchaser is relying on this Section 1.2(c) instead of on Sections 1.2(a), (b) and (d) (in such event, such Purchaser shall be referred to in certain provisions hereof as a “Section 1.2(c) Purchaser”),

Escrow Closing. (a) Upon Each of the execution parties hereto acknowledge and agree that the effectiveness of this Amendment shall occur (if at all) pursuant to an escrow-style closing in accordance with the terms and conditions of an Escrow Agreement by each Purchaser among Borrower, Parent and the Company, (i) each Purchaser has deposited directly by wire transfer the applicable Purchase Price with SunTrust Bank, as Escrow Agent (the “Escrow AgentAgreement”), pursuant to that certain the form of which Escrow Agreement has been provided to the Lenders. Each Lender, by its execution and delivery to the Agent of its signature page to this Amendment (in its “Signature Page”), acknowledges and agrees that (i) it authorizes the form attached hereto as Exhibit B) among Agent, subject to the Purchasers, the Company terms and the Escrow Agent (as it may be amended from time to time, the “Escrow Agreement”) and (ii) the Company has issued instructions to Continental Stock Transfer and Trust Company, the Company’s transfer agent (the “Transfer Agent”) authorizing the issuance to each Purchaser provisions of Article 10 of the shares of Convertible Preferred Stock specified on each such Purchaser’s signature page hereto concurrent with the Escrow Agent’s release of the Purchase Price Credit Agreement, to the Company pursuant to the Escrow Agreement. (b) As specified in enter into the Escrow Agreement and carry out the Agent’s duties as the escrow agent thereunder, (ii) its Signature Page shall be held by the Agent in escrow in accordance with the terms of the Escrow Agreement and that such Signature Page cannot be released from escrow, or withdrawn or revoked, except as expressly provided in the Escrow Agreement, (iii) the Agent shall have the right, without the written consent of any Lender, to (x) complete blanks for dates in this Amendment (including any exhibit or schedule attached hereto) and the other Loan Documents entered into in connection herewith and make other corresponding changes, correct any typographical errors and make other so-called “clean-up” changes, (y) update the allocation of the Lenders’ Commitments as of the Effective Date, which are set forth on Schedule I attached to the dates specified thereinCredit Agreement, in order to reflect Commitments from the Lenders as agreed by the Bookrunners, the Escrow applicable Lenders and the Borrower, or (z) make such amendments or modifications to the Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to implement any Benchmark Replacement or otherwise effectuate the terms of Section 3.3 of the Credit Agreement in accordance with the terms of Section 3.3 of the Credit Agreement, provided that the Agent shall release promptly give the applicable Purchase Price Lenders notice of any such changes, (iv) the duties and responsibilities of the Agent under the Escrow Agreement shall be deemed purely ministerial in nature and that the Agent shall be permitted to rely on such information as it deems reasonable to determine if the CompanyEscrow Release Conditions have been satisfied, (v) the determination of the satisfaction of the Escrow Release Conditions (as defined in the Escrow Agreement) shall be in the Agent’s sole discretion exercised in good faith and such determination shall be conclusive absent manifest error, and if applicable return in making such determination, the applicable contingent portions of Agent shall be entitled to rely upon any written notice, demand, certificate or document that the Purchase Price Agent in good faith believes to the respective Purchaserbe genuine (including facsimiles, electronic mail messages, and the Transfer Agent shall issue the applicable shares of Convertible Preferred Stock to each Purchaser. The release of funds to the Company and the concurrent issuance of shares of Convertible Preferred Stock to the Purchasers shall be referred to herein as the “Closing” and the date of the Closing shall be referred to herein as the “Closing Date.” (c) If any Purchaser is prohibited from consummating its purchase of shares of Convertible Preferred Stock on other than a delivery-versus payment (“DVP”) basis and such Purchaser has indicated to the Company in writing (by marking such Purchaser’s signature page hereto or otherwise) that such Purchaser is relying on this Section 1.2(c) instead of on Sections 1.2(aelectronic transmissions thereof), (bvi) the Agent shall not be liable or responsible for (x) any act taken or not taken by Agent under the Escrow Agreement in the absence of Agent’s own gross negligence or willful misconduct, or (y) the failure of any of the other parties to the Escrow Agreement to perform in accordance with the terms thereof, and (dvii) (notwithstanding anything to the contrary contained herein, in such eventthe other Loan Documents or in the Escrow Agreement, such Purchaser this Section 19 shall be referred effective and binding upon such Lender immediately upon the delivery of its Signature Pages to in certain provisions hereof as a “Section 1.2(c) Purchaser”),the Agent.

Escrow Closing. As the electronic registration system (“TERS”) is operative in the Land Titles Division of Wentworth No. 62 (“LTO”), the following provisions shall apply: (a) Upon SmartStop’s Solicitors and Smart’s Solicitors shall each be obliged to be authorized TERS users and in good standing with the execution Law Society of Upper Canada, and are hereby authorized by the Parties to enter into a document registration agreement in the form adopted by the Joint LSUC-CBAO Committee on Electronic Registration of Title Documents on March 29, 2004 or any replacement thereof as modified by this Section 7.5 (the “Document Registration Agreement”), establishing the procedures and timing for completing this Transaction, which Document Registration Agreement shall be exchanged between Smart’s Solicitors and SmartStop’s Solicitors on the second Business Day prior to the Closing Date. The Document Registration Agreement shall also provide that if there is a problem with TERS which does not allow the parties to electronically register all documents on Closing, the Closing Date shall be deemed to be extended until the next day when TERS is accessible and operating at each LTO; (b) the delivery and exchange of the Closing Documents and all other deliveries contemplated to be delivered by this Agreement by each Purchaser (collectively, the “Closing Deliveries”), and the Companyrelease thereof to Smart, SmartStop and the Limited Partnership, as the case may be, (i) each Purchaser has deposited directly by wire transfer shall not occur contemporaneously with the applicable Purchase Price with SunTrust Bankregistration of the Electronic Documents, as Escrow Agent (the “Escrow Agent”), pursuant to that certain Escrow Agreement (in the form attached hereto as Exhibit B) among the Purchasers, the Company and the Escrow Agent (as it may be amended from time to time, the “Escrow Agreement”) and (ii) shall be governed by the Company has issued instructions Document Registration Agreement pursuant to Continental Stock Transfer which the solicitor receiving any Closing Deliveries will be required to hold same in escrow and Trust Company, will not be entitled to release same except in strict accordance with the Company’s transfer agent (the “Transfer Agent”) authorizing the issuance to each Purchaser provisions of the shares of Convertible Preferred Stock specified on each such Purchaser’s signature page hereto concurrent with the Escrow Agent’s release of the Purchase Price to the Company pursuant to the Escrow Document Registration Agreement. (b) As specified in the Escrow Agreement and on the dates specified therein, the Escrow Agent shall release the applicable Purchase Price to the Company, and if applicable return the applicable contingent portions of the Purchase Price to the respective Purchaser, and the Transfer Agent shall issue the applicable shares of Convertible Preferred Stock to each Purchaser. The release of funds to the Company and the concurrent issuance of shares of Convertible Preferred Stock to the Purchasers shall be referred to herein as the “Closing” and the date of the Closing shall be referred to herein as the “Closing Date.”; (c) If any Purchaser is prohibited from consummating its purchase of shares of Convertible Preferred Stock the Document Registration Agreement shall provide that the Closing Deliveries shall be released to Smart, SmartStop and the Limited Partnership, as the case may be, forthwith following notice by the Parties, acting reasonably, that all conditions set forth in Sections 6.1 and 6.2 to be satisfied on other than a delivery-versus payment or before Closing have been satisfied (“DVP”) basis and such Purchaser has indicated to the Company in writing (by marking such Purchaser’s signature page hereto or otherwise) that such Purchaser is relying on this Section 1.2(c) instead of on Sections 1.2(awaived), (b) and ; (d) (in such eventnotwithstanding Section 10.13, such Purchaser it is expressly understood and agreed by the Parties that an effective tender shall be referred deemed to have been validly made by either Party (the “Tendering Party”) upon the other Party (the “Receiving Party”) when the solicitor for the Tendering Party has: (i) delivered all Closing Deliveries to the Receiving Party’s solicitor in certain accordance with the provisions hereof of this Agreement and the Document Registration Agreement; (ii) advised the solicitor for the Receiving Party, by notice that the Tendering Party is ready, willing and able to complete the Transaction in accordance with the terms and provisions of this Agreement; and (iii) has completed all steps required by TERS in order to complete the Transaction that can be performed or undertaken by the Tendering Party’s solicitor without the cooperation or participation of the Receiving Party’s solicitor including that the Tendering Party’s solicitor must have electronically “signed” the Electronic Documents for completeness and granted “access” to the Receiving Party’s solicitor. For greater certainty, to validly tender in the foregoing circumstance, there shall be no requirement for either Party to personally attend upon the Receiving Party or the Receiving Party’s solicitor with the Closing Deliveries, and no requirement to have an independent witness evidencing the foregoing; (e) each of Smart and SmartStop shall be parties to the Document Registration Agreement for the sole purpose of indemnifying, defending and holding Smart’s Solicitors, in its capacity as escrow agent under the Document Registration Agreement, harmless from and against any and all Claims suffered or incurred by the Smart’s Solicitors as a “Section 1.2(cresult or arising directly or indirectly out of or in connection with the Smart’s Solicitors acting as escrow agent thereunder except where such claims, damages and losses result from the Smart’s Solicitors’ own wilful misconduct, gross negligence or bad faith. The Smart’s Solicitors, in its capacity as escrow agent under the Document Registration Agreement, shall not be liable for and shall be released by Smart and SmartStop in respect of any and all Claims suffered or incurred by the Smart’s Solicitors as a result or arising directly or indirectly out of or in connection with the Smart’s Solicitors acting as escrow agent under the Document Registration Agreement except where such Claims result from the Smart’s Solicitors’ own wilful misconduct, gross negligence or bad faith; and (f) Purchaser”),the Parties agree that Smart’s Solicitors shall act as solicitor for the Limited Partnership and the Nominee for the limited purpose of holding the Closing Documents in escrow and making the applicable registrations in the LTO. The Parties acknowledges that Smart’s Solicitors are acting as counsel to Smart and are accepting the role as solicitor to the Limited Partnership and the Nominee as set out in the previous sentence solely as a convenience to the Parties. The Parties agrees that such role of Smart’s Solicitors and any actions or proceedings relating thereto shall not in any way disqualify Smart’s Solicitors from continuing to act for Smart in respect of the Transaction, this Agreement, or any actions or proceedings relating thereto, or in respect of any other matter, action or proceeding.

Escrow Closing. (a) Upon Each of the execution parties hereto acknowledge and agree that the effectiveness of this Amendment shall occur (if at all) pursuant to an escrow-style closing in accordance with the terms and conditions of an Escrow Agreement by each Purchaser among Borrower, Parent and the Company, (i) each Purchaser has deposited directly by wire transfer the applicable Purchase Price with SunTrust Bank, as Escrow Administrative Agent (the “Escrow AgentAgreement”), pursuant to that certain the form of which Escrow Agreement has been provided to the Lenders. Each Lender, by its execution and delivery to the Administrative Agent of its signature page to this Amendment (in its “Signature Page”), acknowledges and agrees that (i) it authorizes the form attached hereto as Exhibit B) among Administrative Agent, subject to the Purchasers, the Company terms and the Escrow Agent (as it may be amended from time to time, the “Escrow Agreement”) and (ii) the Company has issued instructions to Continental Stock Transfer and Trust Company, the Company’s transfer agent (the “Transfer Agent”) authorizing the issuance to each Purchaser provisions of Article 10 of the shares of Convertible Preferred Stock specified on each such Purchaser’s signature page hereto concurrent with the Escrow Agent’s release of the Purchase Price Loan Agreement, to the Company pursuant to the Escrow Agreement. (b) As specified in enter into the Escrow Agreement and carry out the Administrative Agent’s duties as the escrow agent thereunder, (ii) its Signature Page shall be held by the Administrative Agent in escrow in accordance with the terms of the Escrow Agreement and that such Signature Page cannot be released from escrow, or withdrawn or revoked, except as expressly provided in the Escrow Agreement, (iii) the Administrative Agent shall have the right, without the written consent of any Lender, to (x) complete blanks for dates in this Amendment (including any exhibit or schedule attached hereto) and the other Loan Documents entered into in connection herewith and make other corresponding changes, correct any typographical errors and make other so-called “clean-up” changes, or (y) make such amendments or modifications to the Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to implement any Benchmark Replacement or otherwise effectuate the terms of Section 3.3 of the Loan Agreement in accordance with the terms of Section 3.3 of the Loan Agreement, provided that the Administrative Agent shall promptly give the Lenders notice of any such changes, (iv) the duties and responsibilities of the Administrative Agent under the Escrow Agreement shall be deemed purely ministerial in nature and that the Administrative Agent shall be permitted to rely on such information as it deems reasonable to determine if the dates specified thereinEscrow Release Conditions have been satisfied, (v) the determination of the satisfaction of the Escrow Release Conditions (as defined in the Escrow Agreement) shall be in the Administrative Agent’s sole discretion exercised in good faith and such determination shall be conclusive absent manifest error, and in making such determination, the Escrow Administrative Agent shall release be entitled to rely upon any written notice, demand, certificate or document that the applicable Purchase Price Administrative Agent in good faith believes to the Companybe genuine (including facsimiles, electronic mail messages, and if applicable return the applicable contingent portions of the Purchase Price to the respective Purchaser, and the Transfer Agent shall issue the applicable shares of Convertible Preferred Stock to each Purchaser. The release of funds to the Company and the concurrent issuance of shares of Convertible Preferred Stock to the Purchasers shall be referred to herein as the “Closing” and the date of the Closing shall be referred to herein as the “Closing Date.” (c) If any Purchaser is prohibited from consummating its purchase of shares of Convertible Preferred Stock on other than a delivery-versus payment (“DVP”) basis and such Purchaser has indicated to the Company in writing (by marking such Purchaser’s signature page hereto or otherwise) that such Purchaser is relying on this Section 1.2(c) instead of on Sections 1.2(aelectronic transmissions thereof), (bvi) the Administrative Agent shall not be liable or responsible for (x) any act taken or not taken by Administrative Agent under the Escrow Agreement in the absence of Administrative Agent’s own gross negligence or willful misconduct, or (y) the failure of any of the other parties to the Escrow Agreement to perform in accordance with the terms thereof, and (dvii) (notwithstanding anything to the contrary contained herein, in such eventthe other Loan Documents or in the Escrow Agreement, such Purchaser this Section 18 shall be referred effective and binding upon such Lender immediately upon the delivery of its Signature Pages to in certain provisions hereof as a “Section 1.2(c) Purchaser”),the Administrative Agent.