Common use of Establishment of Escrow Accounts Clause in Contracts

Establishment of Escrow Accounts. On or prior to the Effective Date, the Company and the Managing Dealer shall establish an interest-bearing escrow account with the Escrow Agent, which escrow account shall be entitled "ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF CNL HEALTH CARE PROPERTIES, INC." (the "Escrow Account"). All monies deposited in the Escrow Account are hereinafter referred to as the "Escrowed Funds." The Managing Dealer will, and will cause selected broker-dealers acting as Soliciting Dealers to, instruct subscribers to make checks for subscriptions payable to the order of the Escrow Agent until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant to the provisions of Paragraph 5(a) below. From and after such time, checks may be made payable to either the Escrow Agent or the Company. Any checks received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Paragraph 5(a) below that are made payable to a party other than the Escrow Agent shall be returned to the Soliciting Dealer who submitted the check. The Managing Dealer may authorize certain Soliciting Dealers which are "$250,000 clearing broker-dealers" to instruct their customers to make their checks for Shares subscribed for payable directly to the Soliciting Dealer. In such case, the Soliciting Dealer will collect the proceeds of the subscribers' checks and issue a check made payable to the order of the Escrow Agent for the aggregate amount of the subscription proceeds.

Establishment of Escrow Accounts. On or prior to Within ten (10) Business Days from the Effective Dateexecution of this Agreement, the Company Parties shall enter into the Escrow Agreement attached hereto as Exhibit D with the Escrow Agent selected by the City, and EDC and/or CDC shall deposit the Managing Dealer shall establish aggregate amount of $5,000,000.00 to be held by the Escrow Agent in an interest-bearing escrow account (the “▇▇▇▇▇▇▇ Money Funds Escrow Account”), which amount shall be disbursed in accordance with the provisions of Section 2.10 hereof (the “▇▇▇▇▇▇▇ Money Funds”). On or before October 1, 2012 (the “Fund Delivery Deadline”), the Frisco Parties shall deposit $1,000,000.00 to be held by the Escrow Agent in an interest-bearing account, subject to additional deposits in accordance with Section 5.2 (the “Remediation Funds Escrow Account”), which shall be disbursed to Exide in reimbursement of the remediation costs associated with J Parcel as more fully set out in Section 5.2 hereof (the “Remediation Funds”). On or before the Fund Delivery Deadline, the EDC shall deposit the EDC Purchase Price (less the amount of the ▇▇▇▇▇▇▇ Money Funds deposited by EDC into the ▇▇▇▇▇▇▇ Money Funds Escrow Account) into an interest-bearing account with the Escrow Agent, which escrow account shall Agent to be entitled "ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF CNL HEALTH CARE PROPERTIES, INC." held and disbursed as set forth in Section 2.11 and Article 12 below (the "“Purchase Price Escrow Account"”). All monies On or before the Fund Delivery Deadline, the CDC shall deposit the CDC Purchase Price (less the amount of the ▇▇▇▇▇▇▇ Money Funds deposited in by CDC into the ▇▇▇▇▇▇▇ Money Funds Escrow Account are hereinafter referred to as Account) into the "Escrowed Funds." The Managing Dealer will, Purchase Price Escrow Account. EDC and will cause selected broker-dealers acting as Soliciting Dealers to, instruct subscribers to make checks for subscriptions payable to the order of CDC shall also deposit with the Escrow Agent until such time in the Purchase Price Escrow Account the Purchasers’ Resolutions by the Fund Delivery Deadline. Within three (if any3) as the Escrowed Funds are deliverable to the Company pursuant to the provisions of Paragraph 5(a) below. From and after such time, checks may be made payable to either Business Days from receiving written confirmation from the Escrow Agent or that the Company. Any checks received prior Remediation Funds have been deposited into the Remediation Funds Escrow Account and the EDC Purchase Price, the CDC Purchase Price and the Purchaser’s Resolutions have been deposited into the Purchase Price Escrow Account (the “Deed Delivery Deadline”), Exide shall execute and deliver to the time, if any, that the Escrowed Funds are deliverable Escrow Agent a special warranty deed to the Company pursuant EDC Tract (the “EDC Tract Deed”) and a special warranty deed to the provisions CDC Tract (the “CDC Tract Deed” and collectively with the EDC Tract Deed, the “Deeds”), and the Access Easement to be held in the Purchase Price Escrow Account and delivered to the EDC and the CDC, respectively, on the Closing Date. The Deeds shall be in the form attached as Exhibit E. Exide shall also deposit with the Escrow Agent in the Purchase Price Escrow Account two original Non-Foreign Person Affidavits and two originals of Paragraph 5(a) below that are made payable the Exide Resolutions by the Deed Delivery Deadline. The Deeds, Access Easements and Non-Foreign Person Affidavits delivered to a party other than the Escrow Agent shall be returned duly executed and notarized, where appropriate, and, where appropriate, be in recordable form, but shall not be dated. Interest on the funds held in the Purchase Price Escrow Account shall accrue to the Soliciting Dealer who submitted account of EDC and CDC, respectively, and, except as otherwise provided herein, shall be immediately released and paid to EDC and CDC, at the checktime of the disbursement of the EDC Purchase Price and the CDC Purchase Price to Exide. The Managing Dealer may authorize certain Soliciting Dealers which are "$250,000 clearing broker-dealers" to instruct their customers to make their checks for Shares subscribed for payable directly Interest on the funds held in the ▇▇▇▇▇▇▇ Money Escrow Account shall accrue to the Soliciting Dealer. In such caseaccount of EDC and/or CDC, in proportion to their relative contribution to the Soliciting Dealer will collect the proceeds funding of the subscribers' checks ▇▇▇▇▇▇▇ Money Funds Escrow Account, and issue shall be immediately released and paid to EDC and/or CDC, as applicable, at the time of the final disbursement of ▇▇▇▇▇▇▇ Money Funds from the ▇▇▇▇▇▇▇ Money Funds Escrow Account as set forth herein. All administrative costs associated with the Remediation Funds Escrow Account, ▇▇▇▇▇▇▇ Money Funds Escrow Account and the Purchase Price Escrow Account shall be the sole cost and expense of the EDC and CDC on a check made payable pro rata basis, which pro rata calculation shall be in proportion to the order EDC and/or the CDC funding of the Escrow Agent for the aggregate amount of the subscription proceedsescrow accounts.

Establishment of Escrow Accounts. (a) The Frost Group Shareholders and Buyer hereby appoint Escrow Agent to serve as escrow agent hereunder. Escrow Agent hereby accepts such appointment and, upon receipt of the Escrow Deposit, agrees to hold, invest and disburse the Escrow Securities in accordance with this Agreement. (b) On or prior the date of this Agreement, each of the Frost Group Shareholders will, in satisfaction of its obligations to the Effective DateBuyer under the Stock Purchase Agreement, transfer the Escrow Deposit to Escrow Agent by depositing with Escrow Agent certificates for all of the Escrow Securities, with stock powers assigning the Escrow Securities to Buyer. (c) Escrow Agent shall establish a special escrow account, shall keep such account separate and apart from all other funds and assets held by it, and shall hold the Escrow Securities in escrow and administer the Escrow Securities pursuant to the terms and conditions of this Agreement. (d) The Escrow Funds shall be deposited by Buyer with Escrow Agent and held in the separate account. (e) The Escrow Securities and Escrow Funds are referred to herein as the “Escrow”. (f) Except to the extent that and until Representative (on behalf of the Frost Group Shareholders) or Buyer is or becomes expressly entitled to a distribution of all or a portion of the Escrow pursuant to the terms of this Agreement, the Company Frost Group Shareholders and the Managing Dealer shall establish an interest-bearing escrow account with the Buyer intend, and hereby inform Escrow Agent, which that the Escrow shall constitute an escrow account shall be entitled "ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF CNL HEALTH CARE PROPERTIESin which neither the Frost Group Shareholders nor Buyer nor their respective creditors have any legal or equitable right, INCtitle or interest of any kind whatsoever, except for such rights, title and interests as are expressly conveyed by the terms and conditions of this Agreement." (the "Escrow Account"). All monies deposited in the Escrow Account are hereinafter referred to as the "Escrowed Funds." The Managing Dealer will, and will cause selected broker-dealers acting as Soliciting Dealers to, instruct subscribers to make checks for subscriptions payable to the order of the Escrow Agent until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant to the provisions of Paragraph 5(a) below. From and after such time, checks may be made payable to either the Escrow Agent or the Company. Any checks received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Paragraph 5(a) below that are made payable to a party other than the Escrow Agent shall be returned to the Soliciting Dealer who submitted the check. The Managing Dealer may authorize certain Soliciting Dealers which are "$250,000 clearing broker-dealers" to instruct their customers to make their checks for Shares subscribed for payable directly to the Soliciting Dealer. In such case, the Soliciting Dealer will collect the proceeds of the subscribers' checks and issue a check made payable to the order of the Escrow Agent for the aggregate amount of the subscription proceeds.

Establishment of Escrow Accounts. (1) As soon as reasonably practicable after the date of this Agreement the Escrow Trustee shall establish the Escrow Accounts and each such account shall be designated by the Escrow Trustee as a trust account. The Escrow Trustee shall provide to the Prospective Supervisors, Corp and plc prompt confirmation of the establishment of the Escrow Accounts. (2) On or prior to the Effective Date, Corp shall transfer, issue and allot the Company Basic Scheme Consideration and the Managing Dealer shall establish an interestplc Shareholder Stock to the Escrow Trustee or, in the case of any New Shares comprised therein, to its nominee to be held by the Escrow Trustee on the trusts set out in sub-bearing escrow account clause (7) below and to be paid into or allocated to the following Escrow Accounts: (a) in the case of the portion of the Known Claims Segment which is to be distributed in accordance with the First Initial Distribution Notice, the relevant Admitted Known Corp Scheme Creditors Escrow AgentAccount; (b) in the case of the balance of the Known Claims Segment, which escrow account the relevant Unadmitted Known Corp Scheme Creditors Escrow Account; (c) in the case of the Reserve Claims Segment, the relevant Reserve Corp Scheme Creditors Escrow Account; and (d) in the case of the plc Shareholder Stock, the plc Shareholders' Account. Except where defined herein, capitalised terms used in sub-clauses (2) and (3) of this clause 5 have the meanings given to them in the Corp Scheme. (3) Any Scheme Consideration, not being Basic Scheme Consideration, shall be entitled "ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF CNL HEALTH CARE PROPERTIESpaid into or allocated to the relevant Escrow Accounts by Corp in the manner directed by the Supervisors (acting in accordance with the authority given to them in the Corp Scheme) by a Transfer Notice. (4) On the Effective Date, INC." plc shall, in accordance with clause 34 of the plc Scheme, direct that the Basic Scheme Consideration shall be transferred to the Escrow Trustee to be held by the Escrow Trustee on the trusts set out in sub-clause (7) below and to be paid into or allocated to the "following Escrow Accounts: (a) in the case of the portion of the Known Claims Segment which is to be distributed in accordance with the First Initial Distribution Notice, the relevant Admitted Known plc Scheme Creditors Escrow Account"). All monies deposited ; (b) in the case of the balance of the Known Claims Segment, the relevant Unadmitted Known plc Scheme Creditors Escrow Account are hereinafter referred Account; and (c) in the case of the Reserve Claims Segment, the relevant Reserve plc Scheme Creditors Escrow Account. Except where defined herein, capitalised terms used in sub-clauses (4) and (5) of this clause 5 have the meanings given to as them in the "Escrowed Fundsplc Scheme." The Managing Dealer will (5) Any Scheme Consideration, and will cause selected broker-dealers acting as Soliciting Dealers tonot being Basic Scheme Consideration, instruct subscribers to make checks for subscriptions payable shall be paid into or allocated to the relevant Escrow Accounts by plc in the manner directed by the Supervisors (acting in accordance with the authority given to them under the plc Scheme) by a Transfer Notice. (6) The Escrow Trustee shall, promptly after receipt of any Scheme Consideration pursuant to any of sub-clauses (2) to (5) above, provide: (a) to Corp and the Supervisors an acknowledgement of the receipt of each part of the Scheme Consideration (as defined in the Corp Scheme) and plc Shareholder Stock transferred, issued and allotted to it; and (b) to plc and the Supervisors an acknowledgement of the receipt of each part of the Scheme Consideration (as defined in the plc Scheme) transferred to it. The Escrow Trustee shall maintain records of all its dealings with the Scheme Consideration and shall make such records (or copies thereof) available to Corp, plc and the Supervisors at all reasonable times upon request. (7) The Escrow Trustee shall hold: (a) the Admitted Known Corp Scheme Creditors Fund on bare trust for the Admitted Known Creditors named in the First Initial Distribution Notice absolutely in proportion to their respective entitlements to the First Initial Distribution under clause 23 of the Corp Scheme; (b) the Unadmitted Known Corp Scheme Creditors Fund and the Reserve Corp Scheme Creditors Fund on bare trust for the Scheme Creditors absolutely for application by the Escrow Trustee on their behalf in accordance with the Corp Scheme and this Agreement; (c) the plc Shareholder Fund on trust for the plc Shareholders absolutely in proportion to their respective entitlements under sub-clause 31(3) of the Corp Scheme; (d) the Admitted Known plc Scheme Creditors Fund on bare trust for the Admitted Known Creditors named in the First Initial Distribution Notice absolutely in proportion to their respective entitlements to the First Initial Distribution under clause 23 of the plc Scheme; and (e) the Unadmitted Known plc Scheme Creditors Fund and the Reserve plc Scheme Creditors Fund on bare trust for the Scheme Creditors absolutely for application by the Escrow Trustee on their behalf in accordance with the plc Scheme and this Agreement. Except where defined herein, capitalised terms used in paragraphs (a) to (c) of this sub-clause (7) have the meanings given to them in the Corp Scheme and capitalised terms used in paragraphs (d) and (e) of this sub-clause (7) have the meanings given to them in the plc Scheme. (8) It shall be a term of each trust constituted by sub-clause (7) above that: (a) the Supervisors of each Scheme shall have authority to give instructions to the Escrow Trustee and the Distribution Agent in order to give effect to the terms of the relevant Scheme and that the Distribution Agent shall have authority to act on the instructions of the Supervisors of the relevant Scheme, the directions of the Trustees and Ancrane contained in clauses 7(6) and 8(6) of this Agreement and in the Ancrane Direction Letter, the directions of Corp (on behalf of the persons absolutely entitled thereto) contained in clauses 7(11) and (12) of this Agreement and the directions of plc (on behalf of the persons absolutely entitled thereto) contained in clauses 8(8) and (9) of this Agreement with regard to the distribution of the property the subject of such trust; (b) the Escrow Trustee is authorised to take any action which the Supervisors may instruct for the purposes of the relevant Scheme, including by way of Distribution Notice and Transfer Notice; and (c) the duties of the Escrow Agent until Trustee in relation to each trust of confidentiality and acting in the interests only of the beneficiaries of such time (if any) as the Escrowed Funds trust are deliverable disapplied to the Company pursuant extent necessary to the provisions of Paragraph 5(a) below. From and after such time, checks may be made payable to either enable the Escrow Agent or Trustee to take action in accordance with the Company. Any checks received prior terms of each Scheme. (9) The entity with which any Escrow Account is held may only be changed if the Escrow Trustee is directed to make such a change by the timeSupervisors and, if anythe Supervisors do make such a direction, the Distribution Agent shall use all reasonable efforts to assist in that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Paragraph 5(achange. (10) below that are made payable to a party other than Neither the Escrow Trustee nor the Distribution Agent shall be returned have, and each of them shall procure that none of their respective delegates shall have, any right of indemnity, set off, combination of accounts or any other right whatsoever to apply the Soliciting Dealer who submitted assets comprised in the check. The Managing Dealer may authorize certain Soliciting Dealers which are "$250,000 clearing broker-dealers" to instruct their customers to make their checks for Shares subscribed for payable directly to the Soliciting Dealer. In such caseTrust Funds or any of them in discharge or satisfaction of any cost, the Soliciting Dealer will collect the proceeds right of the subscribers' checks and issue a check made payable to the order reimbursement, expense, loss or other liability of the Escrow Agent for Trustee or, as the aggregate amount of case may be, the subscription proceedsDistribution Agent, and all such rights are hereby released by the Escrow Trustee and the Distribution Agent.

Establishment of Escrow Accounts. On or prior to the Effective Date, the Company and the Managing Dealer shall establish an interest-bearing escrow account with the Escrow Agent, which escrow account shall be entitled "ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF CNL HEALTH CARE PROPERTIESAMERICAN REALTY FUND, INC." . (the "Escrow Account"). All monies deposited in the Escrow Account are hereinafter referred to as the "Escrowed Funds." The Managing Dealer will, and will cause selected broker-dealers acting as Soliciting Dealers to, instruct subscribers to make checks for subscriptions payable to the order of the Escrow Agent until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant to the provisions of Paragraph 5(a) below. From and after such time, checks may be made payable to either the Escrow Agent or the Company. Any checks received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Paragraph 5(a) below that are made payable to a party other than the Escrow Agent shall be returned to the Soliciting Dealer who submitted the check. The Managing Dealer may authorize certain Soliciting Dealers which are "$250,000 clearing broker-dealers" to instruct their customers to make their checks for Shares subscribed for payable directly to the Soliciting Dealer. In such case, the Soliciting Dealer will collect the proceeds of the subscribers' checks and issue a check made payable to the order of the Escrow Agent for the aggregate amount of the subscription proceeds.

Establishment of Escrow Accounts. On or prior to the Effective Date, the Company and the Managing Dealer shall establish an interest-bearing escrow account with the Escrow Agent, which escrow account shall be entitled "“ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF CNL HEALTH CARE PROPERTIESHOSPITALITY PROPERTIES II, INC." ” (the "“Escrow Account"”). All monies deposited in the Escrow Account are hereinafter referred to as the "“Escrowed Funds." ” The Managing Dealer will, and will cause selected broker-dealers acting as Soliciting Dealers to, instruct subscribers to make checks Payments for subscriptions payable to the order of the Escrow Agent until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant to the provisions of Paragraph 5(a) below. From and after such time, checks Payments may be made payable to either the Escrow Agent or the Company. Any checks Payments received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Paragraph 5(a) below that are made payable to a party other than the Escrow Agent shall be returned to the Soliciting Dealer who submitted the checkPayment. The Managing Dealer may authorize certain Soliciting Dealers which are "“$250,000 clearing broker-dealers" ” to instruct their customers to make their checks Payments for Shares subscribed for payable directly to the Soliciting Dealer. In such case, the Soliciting Dealer will collect the proceeds of the subscribers' checks ’ Payments and issue a check Payment made payable to the order of the Escrow Agent for the aggregate amount of the subscription proceeds.

Establishment of Escrow Accounts. On or prior to 4.1 As soon as reasonably practicable after the date of this Agreement and in any event before the Effective Date, the Company Escrow Agent undertakes to Telewest and the Managing Dealer Telewest Jersey that it shall establish an interest-bearing escrow account with the Escrow Accounts. The Escrow Agent shall provide to Telewest and Telewest Jersey prompt written confirmation of the establishment of the Escrow Accounts. 4.2 On the Effective Date, or as soon as practicable thereafter, upon notification from Telewest that the Effective Date has occurred, New Telewest will issue and transfer, via the Transfer Agent, all the New Shares into the Telewest Escrow Account. 4.3 New Shares and any cash applicable to Shareholders or Notified Scheme Creditors will be held by the Escrow Agent in the relevant Escrow Account as bare trustee for the relevant Shareholders or Notified Scheme Creditors. The Escrow Agent shall at no time whatsoever have any beneficial interest in the New Shares or any cash held by it pursuant to the Schemes. 4.4 Any dividends paid on any New Shares applicable to Shareholders or Notified Scheme Creditors held by the Escrow Agent in the Escrow Account, or any other payment whatsoever made in respect of the New Shares held in the Escrow Account by the Escrow Agent, which escrow account shall be entitled "ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF CNL HEALTH CARE PROPERTIESpaid to and received by the Escrow Agent as follows: (a) in the case of New Shares relating to Agreed Scheme Claims, INCto be held on bare trust absolutely for the relevant Agreed Scheme Creditor and the Escrow Agent shall pay such amounts to that Agreed Scheme Creditor or to that Agreed Scheme Creditor’s Designated DTC Account and/or that Agreed Scheme Creditor’s Nominated Recipient (as appropriate) together with any interest which may have accrued thereon at the time any distribution of New Shares, or the Net Proceeds of Sale thereof, is made to the relevant Agreed Scheme Creditor; (b) in the case of New Shares applicable to Notified Scheme Claims that do not at the time such dividend is paid or other payment is made, constitute Agreed Scheme Claims, the Escrow Agent shall hold such amounts in the relevant Escrow Account on bare trust absolutely for the relevant Notified Scheme Creditor until the receipt of a valid Distribution Notice. On receipt of a valid Distribution Notice, the Escrow Agent shall pay such amounts to the relevant Notified Scheme Creditor or that Notified Scheme Creditor’s Designated DTC Account and/or that Notified Scheme Creditor’s Nominated Recipient (as appropriate) together with any interest which may have accrued thereon at the time any distribution of New Shares, or the Net Proceeds of Sale thereof, is made to the relevant Scheme Creditor; and (c) in the case of New Shares relating to Shareholders, to be held on bare trust absolutely for the relevant Shareholder and the Escrow Agent shall pay such amounts together with any interest which may have accrued thereon at the time any distribution of New Shares, or the Net Proceeds of Sale thereof, is made to the relevant Shareholder, to the Registrar for onward transmission to the relevant Shareholder." 4.5 The Escrow Agent shall, promptly after receipt or onward transfer of the same pursuant to any of sub-clauses 4.2 to 4.4 above, provide to Telewest and Telewest Jersey (as appropriate) an acknowledgement of the "receipt or onward transfer of each part of the New Shares and/or dividends paid, transferred, issued or allotted to it. 4.6 The entity with which any Escrow Account")Account is held may only be changed by the Escrow Agent if the Escrow Agent obtains the consent of Telewest and/or Telewest Jersey, such consent not to be unreasonably withheld. All monies deposited Telewest or Telewest Jersey may also direct the Escrow Agent to change the entity with which any Escrow Account is held, subject to approval by the Escrow Agent, such approval not to be unreasonably withheld. 4.7 The Escrow Agent shall not have, and shall procure that none of its respective delegates shall have, any right of indemnity, set off, combination of accounts or any other right whatsoever to apply the assets comprised in the Escrow Account are hereinafter referred to as the "Escrowed Funds." The Managing Dealer willAccounts or any of them in discharge or satisfaction of any cost, and will cause selected broker-dealers acting as Soliciting Dealers toright of reimbursement, instruct subscribers to make checks for subscriptions payable to the order expense, loss or other liability of the Escrow Agent until and all such time (if any) as the Escrowed Funds rights are deliverable to the Company pursuant to the provisions of Paragraph 5(a) below. From and after such time, checks may be made payable to either hereby released by the Escrow Agent or the Company. Any checks received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Paragraph 5(a) below that are made payable to a party other than the Escrow Agent shall be returned to the Soliciting Dealer who submitted the check. The Managing Dealer may authorize certain Soliciting Dealers which are "$250,000 clearing broker-dealers" to instruct their customers to make their checks for Shares subscribed for payable directly to the Soliciting Dealer. In such case, the Soliciting Dealer will collect the proceeds of the subscribers' checks and issue a check made payable to the order of the Escrow Agent for the aggregate amount of the subscription proceedsAgent.

Establishment of Escrow Accounts. On or prior to (a) At the Effective DateClosing, the Company and the Managing Dealer Purchaser shall establish an interest-bearing escrow account deposit with the Escrow AgentAgent by wire transfer in immediately available funds an aggregate amount of $4,000,000, which escrow account shall be entitled "ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF CNL HEALTH CARE PROPERTIES, INC." (amount represents the "Adjustment Escrow Account"). All monies deposited Amount as set forth in the Purchase Agreement. Such amount, together with any and all interest or other earnings or profit thereon, or proceeds therefrom (collectively, “Adjustment Escrow Account are hereinafter referred Interest”), from time to as the "Escrowed Funds." The Managing Dealer will, and will cause selected broker-dealers acting as Soliciting Dealers to, instruct subscribers to make checks for subscriptions payable to the order of time held by the Escrow Agent until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant to the provisions of Paragraph 5(aterms hereof are referred to herein as the “Adjustment Escrow Funds.” The Escrow Agent hereby agrees to hold and invest the Adjustment Escrow Funds in a separate and distinct account (the “Adjustment Escrow Account”) below. From and after such timeas provided in this Agreement. (b) At the Closing, checks may be made payable to either Purchaser shall deposit with the Escrow Agent by wire transfer in immediately available funds an aggregate amount of $30,000,000, which amount represents the Indemnity Escrow Amount as set forth in the Purchase Agreement. Such amount, together with any and all interest or other earnings or profit thereon, or proceeds therefrom (collectively, “Indemnity Escrow Interest” and together with the Company. Any checks received prior Adjustment Escrow Interest, “Interest”) from time to time held by the time, if any, that the Escrowed Funds are deliverable to the Company Escrow Agent pursuant to the provisions of Paragraph 5(a) below that terms hereof are made payable referred to a party other than herein as the “Indemnity Escrow Funds” and, together with the Adjustment Escrow Funds, the “Escrow Funds.” The Escrow Agent shall be returned hereby agrees to hold and invest the Soliciting Dealer who submitted Indemnity Escrow Funds in a separate and distinct account (the check. The Managing Dealer may authorize certain Soliciting Dealers which are "$250,000 clearing broker-dealers" to instruct their customers to make their checks for Shares subscribed for payable directly to “Indemnity Escrow Account” and, together with the Soliciting Dealer. In such caseAdjustment Escrow Account, the Soliciting Dealer will collect the proceeds of the subscribers' checks and issue a check made payable to the order of the “Escrow Agent for the aggregate amount of the subscription proceedsAccounts”) as provided in this Agreement.

Establishment of Escrow Accounts. On or prior to (i) Concurrently with the Effective Dateexecution and delivery hereof, (A) the Escrow Agent shall establish (x) an escrow account in the name of the Trustee entitled “BNY Mellon Trust Co/CCO Safari II LLC A/C A” at its office located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the “Escrow Account A”) and (y) an escrow account in the name of the Trustee entitled “BNY Mellon Trust Co/CCO Safari II LLC B” at its office located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (“Escrow Account B” and, together with Escrow Account A, the Company “Escrow Accounts”) and (B) the Managing Dealer shall establish an interest-bearing escrow account Escrow Issuer will deposit with the Escrow AgentAgent (x) the Initial Escrow Deposit in respect of the New Notes A into Escrow Account A and (y) the Initial Escrow Deposit in respect of New Notes B into Escrow Account B. (ii) The Escrow Agent shall accept the Initial Escrow Deposit and each Additional Deposit Amount, which escrow account as applicable, and shall hold such securities, funds and the proceeds thereof in the applicable Escrow Accounts. All amounts so deposited, and the interest thereon, all investment thereof, and dividends, distributions and other payments or proceeds in respect of, any such deposits, less any losses incurred on investment and reinvestment of the Escrowed Property and any amounts released pursuant to the terms of this Agreement, shall constitute the “Escrowed Property.” All Escrowed Property shall be entitled "ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF CNL HEALTH CARE PROPERTIES, INC." (the "Escrow Account"). All monies deposited held in the Escrow Account are hereinafter referred to as until disbursed in accordance with the "terms hereof. The Escrow Account and all property credited thereto, including the Escrowed FundsProperty shall be under the control (within the meanings of Sections 8-106 and 9-106 of the UCC) of the Trustee for the benefit of the Holders." (iii) The Managing Dealer will, obligation and will cause selected broker-dealers acting as Soliciting Dealers to, instruct subscribers to make checks for subscriptions payable to the order liability of the Escrow Agent until such time (if any) as to make the payments and transfers required by this Agreement shall be limited to the Escrowed Funds are deliverable to the Company pursuant to the provisions of Paragraph 5(a) belowProperty. From and after such time, checks may be made payable to either the Escrow Agent or the Company. Any checks received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Paragraph 5(a) below that are made payable to a party other than the The Escrow Agent shall not be returned liable for any loss resulting from any investment made pursuant to this Agreement in compliance with the Soliciting Dealer who submitted provisions hereof or from the check. sale of any Eligible Escrow Investments required by the terms hereof or any shortfall in the value of the Escrowed Property that might result therefrom. (iv) The Managing Dealer may authorize certain Soliciting Dealers which are "$250,000 clearing broker-dealers" to instruct their customers to make their checks for Shares subscribed for payable directly to Escrow Issuer hereby appoints Bank of America, N.A. as the Soliciting Dealer. In such caseescrow agent, the Soliciting Dealer will collect securities intermediary and bank hereunder in accordance with the proceeds terms and conditions set forth herein and Bank of the subscribers' checks and issue a check made payable to the order of the Escrow Agent for the aggregate amount of the subscription proceedsAmerica, N.A. hereby accepts such appointments.

Establishment of Escrow Accounts. On or prior to the Effective Date, the Company and the Managing Dealer shall establish an interest-bearing escrow account with the Escrow Agent, which escrow account shall be entitled "ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF CNL HEALTH CARE INCOME PROPERTIES, INC." (the "Escrow Account"). All monies deposited in the Escrow Account are hereinafter referred to as the "Escrowed Funds." The Managing Dealer will, and will cause selected broker-dealers acting as Soliciting Dealers to, instruct subscribers to make checks Payments for subscriptions payable to the order of the Escrow Agent until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant to the provisions of Paragraph 5(a) below. From and after such time, checks Payments may be made payable to either the Escrow Agent or the Company. Any checks Payments received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Paragraph 5(a) below that are made payable to a party other than the Escrow Agent shall be returned to the Soliciting Dealer who submitted the checkPayment. The Managing Dealer may authorize certain Soliciting Dealers which are "$250,000 clearing broker-dealers" to instruct their customers to make their checks Payments for Shares subscribed for payable directly to the Soliciting Dealer. In such case, the Soliciting Dealer will collect the proceeds of the subscribers' checks Payments and issue a check Payment made payable to the order of the Escrow Agent for the aggregate amount of the subscription proceeds.

Establishment of Escrow Accounts. On or prior to Within ten (10) Business Days from the Effective Dateexecution of this Agreement, the Company Parties shall enter into the Escrow Agreement attached hereto as Exhibit D with the Escrow Agent selected by the City, and EDC and/or CDC shall deposit the Managing Dealer shall establish aggregate amount of $5,000,000.00 to be held by the Escrow Agent in an interest-bearing escrow account (the “▇▇▇▇▇▇▇ Money Funds Escrow Account”), which amount shall be disbursed in accordance with the provisions of Section 2.10 hereof (the “▇▇▇▇▇▇▇ Money Funds”). On or before October 1, 2012 (the “Fund Delivery Deadline”), the Frisco Parties shall deposit $1,000,000.00 to be held by the Escrow Agent in an interest-bearing account, subject to additional deposits in accordance with Section 5.2 (the “Remediation Funds Escrow Account”), which shall be disbursed to Exide in reimbursement of the remediation costs associated with J Parcel as more fully set out in Section 5.2 hereof (the “Remediation Funds”). On or before the Fund Delivery Deadline, the EDC shall deposit the EDC Purchase Price (less the amount of the ▇▇▇▇▇▇▇ Money Funds deposited by EDC into the ▇▇▇▇▇▇▇ Money Funds Escrow Account) into an interest-bearing account with the Escrow Agent, which escrow account shall Agent to be entitled "ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF CNL HEALTH CARE PROPERTIES, INC." held and disbursed as set forth in Section 2.11 and Article 12 below (the "“Purchase Price Escrow Account"”). All monies On or before the Fund Delivery Deadline, the CDC shall deposit the CDC Purchase Price (less the amount of the ▇▇▇▇▇▇▇ Money Funds deposited in by CDC into the ▇▇▇▇▇▇▇ Money Funds Escrow Account are hereinafter referred to as Account) into the "Escrowed Funds." The Managing Dealer will, Purchase Price Escrow Account. EDC and will cause selected broker-dealers acting as Soliciting Dealers to, instruct subscribers to make checks for subscriptions payable to the order of CDC shall also deposit with the Escrow Agent until such time in the Purchase Price Escrow Account the Purchasers’ Resolutions by the Fund Delivery Deadline. Within three (if any3) as the Escrowed Funds are deliverable to the Company pursuant to the provisions of Paragraph 5(a) below. From and after such time, checks may be made payable to either Business Days from receiving written confirmation from the Escrow Agent or that the Company. Any checks received prior Remediation Funds have been deposited into the Remediation Funds Escrow Account and the EDC Purchase Price, the CDC Purchase Price and the Purchaser’s Resolutions have been deposited into the Purchase Price Escrow Account (the “Deed Delivery Deadline”), Exide shall execute and deliver to the time, if any, that the Escrowed Funds are deliverable Escrow Agent a special warranty deed to the Company pursuant EDC Tract (the “EDC Tract Deed”) and a special warranty deed to the provisions CDC Tract (the “CDC Tract Deed” and collectively with the EDC Tract Deed, the “Deeds”), and the Access Easement to be held in the Purchase Price Escrow Account and delivered to the EDC and the CDC, respectively, on the Closing Date. The Deeds shall be in the form attached as Exhibit E. Exide shall also deposit with the Escrow Agent in the Purchase Price Escrow Account two original Non-Foreign Person Affidavits and two originals of Paragraph 5(a) below that are made payable the Exide Resolutions by the Deed Delivery Deadline. The Deeds, Access Easements and Non-Foreign Person Affidavits delivered to a party other than the Escrow Agent shall be returned duly executed and notarized, where appropriate, and, where appropriate, be in recordable form, but shall not be dated. Interest on the funds held in the Purchase Price Escrow Account Page 3 shall accrue to the Soliciting Dealer who submitted account of EDC and CDC, respectively, and, except as otherwise provided herein, shall be immediately released and paid to EDC and CDC, at the checktime of the disbursement of the EDC Purchase Price and the CDC Purchase Price to Exide. The Managing Dealer may authorize certain Soliciting Dealers which are "$250,000 clearing broker-dealers" to instruct their customers to make their checks for Shares subscribed for payable directly Interest on the funds held in the ▇▇▇▇▇▇▇ Money Escrow Account shall accrue to the Soliciting Dealer. In such caseaccount of EDC and/or CDC, in proportion to their relative contribution to the Soliciting Dealer will collect the proceeds funding of the subscribers' checks ▇▇▇▇▇▇▇ Money Funds Escrow Account, and issue shall be immediately released and paid to EDC and/or CDC, as applicable, at the time of the final disbursement of ▇▇▇▇▇▇▇ Money Funds from the ▇▇▇▇▇▇▇ Money Funds Escrow Account as set forth herein. All administrative costs associated with the Remediation Funds Escrow Account, ▇▇▇▇▇▇▇ Money Funds Escrow Account and the Purchase Price Escrow Account shall be the sole cost and expense of the EDC and CDC on a check made payable pro rata basis, which pro rata calculation shall be in proportion to the order EDC and/or the CDC funding of the Escrow Agent for the aggregate amount of the subscription proceedsescrow accounts.

Establishment of Escrow Accounts. On or prior to 4.1 As soon as reasonably practicable after the date of this Agreement and in any event before the Effective Date, the Company Escrow Agent undertakes to Telewest and the Managing Dealer Telewest Jersey that it shall establish an interest-bearing escrow account with the Escrow Accounts. The Escrow Agent shall provide to Telewest and Telewest Jersey prompt written confirmation of the establishment of the Escrow Accounts. 4.2 On the Effective Date, or as soon as practicable thereafter, upon notification from Telewest that the Effective Date has occurred, New Telewest will issue and transfer, via the Transfer Agent, all the New Shares into the Telewest Escrow Account. 4.3 New Shares and any cash applicable to Shareholders or Notified Scheme Creditors will be held by the Escrow Agent in the relevant Escrow Account as bare trustee for the relevant Shareholders or Notified Scheme Creditors (to the extent that their Notified Scheme Claims become Agreed Scheme Claims). The Escrow Agent shall at no time whatsoever have any beneficial interest in the New Shares or any cash held by it pursuant to the Schemes. 4.4 Any dividends paid on any New Shares applicable to Shareholders or Notified Scheme Creditors held by the Escrow Agent in the Escrow Accounts, or any other payment whatsoever made in respect of the New Shares held in the Escrow Accounts by the Escrow Agent, which escrow account shall be entitled "ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF CNL HEALTH CARE PROPERTIESpaid to and received by the Escrow Agent as follows: (a) in the case of New Shares relating to Agreed Scheme Claims, INCto be held on bare trust absolutely for the relevant Agreed Scheme Creditor and the Escrow Agent shall pay such amounts to that Agreed Scheme Creditor or to that Agreed Scheme Creditor’s Designated DTC Account and/or that Agreed Scheme Creditor’s Nominated Recipient (as appropriate), together with any interest which may have accrued thereon, at the time any distribution of New Shares, or the Net Proceeds of Sale thereof, is made to the relevant Agreed Scheme Creditor; (b) in the case of New Shares relating to Notified Scheme Claims that do not, at the time such dividend is paid or other payment is made, constitute Agreed Scheme Claims, to be held on bare trust absolutely for the relevant Notified Scheme Creditor until the receipt of a valid Distribution Notice. On receipt of a valid Distribution Notice, the Escrow Agent shall pay such amounts to the relevant Notified Scheme Creditor or that Notified Scheme Creditor’s Designated DTC Account and/or that Notified Scheme Creditor’s Nominated Recipient (as appropriate), together with any interest which may have accrued thereon, at the time any distribution of New Shares, or the Net Proceeds of Sale thereof, is made to the relevant Notified Scheme Creditor; and (c) in the case of New Shares relating to Shareholders, to be held on bare trust absolutely for the relevant Shareholder and the Escrow Agent shall pay such amounts, together with any interest which may have accrued thereon, at the time any distribution of New Shares, or the Net Proceeds of Sale thereof, is made to the relevant Shareholder, to the Registrar for onward transmission to the relevant Shareholder." 4.5 The Escrow Agent shall, promptly after receipt or onward transfer of the same pursuant to any of sub-clauses 4.2 to 4.4 above, provide to Telewest and Telewest Jersey (as appropriate) an acknowledgement of the "receipt or onward transfer of each part of the New Shares and/or dividends paid, transferred, issued or allotted to it. 4.6 The entity with which any Escrow Account")Account is held may only be changed by the Escrow Agent if the Escrow Agent obtains the consent of Telewest and/or Telewest Jersey, such consent not to be unreasonably withheld. All monies deposited Telewest or Telewest Jersey may also direct the Escrow Agent to change the entity with which any Escrow Account is held, subject to the consent of the Escrow Agent, such consent not to be unreasonably withheld. 4.7 The Escrow Agent shall not have, and shall procure that none of its respective delegates shall have, any right of indemnity, set-off, combination of accounts or any other right whatsoever to apply the assets comprised in the Escrow Account are hereinafter referred to as the "Escrowed Funds." The Managing Dealer willAccounts or any of them in discharge or satisfaction of any cost, and will cause selected broker-dealers acting as Soliciting Dealers toright of reimbursement, instruct subscribers to make checks for subscriptions payable to the order expense, loss or other liability of the Escrow Agent until and all such time (if any) as the Escrowed Funds rights are deliverable to the Company pursuant to the provisions of Paragraph 5(a) below. From and after such time, checks may be made payable to either hereby released by the Escrow Agent or the Company. Any checks received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Paragraph 5(a) below that are made payable to a party other than the Escrow Agent shall be returned to the Soliciting Dealer who submitted the check. The Managing Dealer may authorize certain Soliciting Dealers which are "$250,000 clearing broker-dealers" to instruct their customers to make their checks for Shares subscribed for payable directly to the Soliciting Dealer. In such case, the Soliciting Dealer will collect the proceeds of the subscribers' checks and issue a check made payable to the order of the Escrow Agent for the aggregate amount of the subscription proceedsAgent.

Establishment of Escrow Accounts. On or prior to the Effective Date, the Company and the Managing Dealer shall establish an interest-bearing escrow account with the Escrow Agent, which escrow account shall be entitled "ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF CNL HEALTH CARE PROPERTIESAMERICAN REALTY FUND, INC." (the "Escrow Account"). All monies deposited in the Escrow Account are hereinafter referred to as the "Escrowed Funds." The Managing Dealer will, and will cause selected broker-dealers acting as Soliciting Dealers to, instruct subscribers to make checks for subscriptions payable to the order of the Escrow Agent until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant to the provisions of Paragraph 5(a) below. From and after such time, checks may be made payable to either the Escrow Agent or the Company. Any checks received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Paragraph 5(a) below that are made payable to a party other than the Escrow Agent shall be returned to the Soliciting Dealer who submitted the check. The Managing Dealer may authorize certain Soliciting Dealers which are "$250,000 clearing broker-dealers" to instruct their customers to make their checks for Shares subscribed for payable directly to the Soliciting Dealer. In such case, the Soliciting Dealer will collect the proceeds of the subscribers' checks and issue a check made payable to the order of the Escrow Agent for the aggregate amount of the subscription proceeds.

Establishment of Escrow Accounts. On or prior (a) Purchaser has delivered to the Effective Date, the Company and the Managing Dealer shall establish an interest-bearing escrow account with the Escrow Agent, which pursuant to Section 2.02(b)(ii) of the Purchase Agreement, and the Escrow Agent acknowledges receipt of (i) $900,000 (the “Indemnity Escrow Fund”) and (ii) $400,000 (the “Working Capital Escrow Fund” and, together with the Indemnity Escrow Fund, the “Escrow Funds”) in immediately available funds. The Escrow Agent shall deposit the Indemnity Escrow Fund and the Working Capital Escrow Fund in separate and distinct escrow account accounts (the “Indemnity Escrow Account” and the “Working Capital Escrow Account,” respectively, and, collectively, the “Escrow Accounts”) and hold the Indemnity Escrow Account and the Working Capital Escrow Account and any interest or earnings on each respective Escrow Fund (with respect to each such Escrow Fund, the “Earnings”), in the name of the Escrow Agent or in the name of its nominee, in accordance with this Agreement. (b) The Indemnity Escrow Fund and Working Capital Escrow Fund shall be entitled "ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF CNL HEALTH CARE PROPERTIES, INC." (the "Escrow Account"). All monies deposited invested and reinvested in the M&T Bank Corporate Deposit Account, as fully described in the attached Annex B. The aggregate amount of the Indemnity Escrow Fund (including any subsequent Earnings thereon) remaining in the Indemnity Escrow Account are hereinafter at any given time is herein referred to as the "Escrowed Funds“Indemnity Escrow Amount." ” The Managing Dealer will, and will cause selected broker-dealers acting as Soliciting Dealers to, instruct subscribers to make checks for subscriptions payable to the order of the Escrow Agent until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant to the provisions of Paragraph 5(a) below. From and after such time, checks may be made payable to either the Escrow Agent or the Company. Any checks received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Paragraph 5(a) below that are made payable to a party other than the Escrow Agent shall be returned to the Soliciting Dealer who submitted the check. The Managing Dealer may authorize certain Soliciting Dealers which are "$250,000 clearing broker-dealers" to instruct their customers to make their checks for Shares subscribed for payable directly to the Soliciting Dealer. In such case, the Soliciting Dealer will collect the proceeds of the subscribers' checks and issue a check made payable to the order of the Escrow Agent for the aggregate amount of the subscription proceedsWorking Capital Escrow Fund (including any subsequent Earnings thereon) remaining in the Working Capital Escrow Account at any given time is herein referred to as the “Working Capital Escrow Amount.” Collectively, the Indemnity Escrow Amount and the Working Capital Escrow Amount are referred to herein as the “Escrow Amounts.” (c) Each of the Indemnity Escrow Amount and the Working Capital Escrow Amount shall be held separately as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any Party.

Establishment of Escrow Accounts. On or prior to the Effective Date, the Company and the Managing Dealer shall establish an interest-bearing escrow account with the Escrow Agent, which escrow account shall be entitled "ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF CNL HEALTH CARE INCOME PROPERTIES, INC." (the "Escrow Account"). All monies deposited in the Escrow Account are hereinafter referred to as the "Escrowed Funds." The Managing Dealer will, and will cause selected broker-dealers acting as Soliciting Dealers to, instruct subscribers to make checks for subscriptions payable to the order of the Escrow Agent until such time (if any) as the Escrowed Funds are deliverable to the Company pursuant to the provisions of Paragraph 5(a) below. From and after such time, checks may be made payable to either the Escrow Agent or the Company. Any checks received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Paragraph 5(a) below that are made payable to a party other than the Escrow Agent shall be returned to the Soliciting Dealer who submitted the check. The Managing Dealer may authorize certain Soliciting Dealers which are "$250,000 clearing broker-dealers" to instruct their customers to make their checks for Shares subscribed for payable directly to the Soliciting Dealer. In such case, the Soliciting Dealer will collect the proceeds of the subscribers' checks and issue a check made payable to the order of the Escrow Agent for the aggregate amount of the subscription proceeds.