Fill and Sign the This Escrow Agreement Quotagreementquot is Made and Entered into This Form

ESCROW AGREEMENT THIS ESCROW AGREEMENT ("Agreement"), is made and entered into this day of , 20 , by and among a Mississippi corporation ("Escrow Agent"), a Mississippi limited partnership ("Seller"), and, a Mississippi limited partnership ("Purchaser"). The Purchaser and the Seller have entered into a certain Real Property Purchase and Sale Agreement dated , ("Contract"), a copy of which is attache d to this Agreement. All capitalized terms shall have the meanings assigned in the C ontract unless otherwise defined in this Agreement. The Purchaser, the Seller and the Escrow Agent have agreed that the Escrow Agent shall receive, hold, invest and distribute or disburse $ of the Purchase Price required under the Contract and all accrued interest (collectively "Funds") pursuant to the provisions of this Agreement, and the provisions of this Agreement shall supersede any inconsistent provisions of the Contract. The Escrow Agent shall hold the Funds for a period of 90 days beginning on , 20     ("Closing Date"), and ending on , 20 , ("Adjustment Period"). The Escrow Agent has consented to act as escrow depositary and to receive and hold the specified sum of $ to be deposited in escrow for the Seller and the Purchaser upon the terms and conditions hereinaft er set forth. NOW THEREFORE, it is hereby agreed as follows:1.Deposit. The Escrow Agent shall receive and hold in escrow on the terms and conditions hereinafter set forth, the sum of $ to be paid by the Purchaser as part of the Purchase Price, and the interest to accrue on such sum in a separate and distinct a ccount. The sum so deposited and the interest to accrue thereon shall be invested as described in Paragraph 3 hereof. 2. Disbursements. The amounts held by the Escrow Agent shall be disbursed by Escrow Agent as follows: (a) Within 15 days after the end of the Adjustment Period, the Purchaser and the Seller shall jointly submit to the Escrow Agent: (i) a list of payables incurred or accruing prior to the Closing Date and which are payable by Seller under the Contract, regardless of when billed and either remaining unpaid or which have been paid by the Purchaser since Closing Date; (ii) a list of any and all fees, expenses, liabilities or unpaid amounts of any kind which are known to the Purchaser or the Seller as unpaid and which are attributable to or relate to the ownership, operation and maintenance of the Assets by the Seller prior to the Closing Date and which are payable by Seller under the Contract, whether billed, unbilled, or billed to the Purchaser; (iii) a list of any other adjustments to the Purchase Price or prorations made on the Closing Date which adjustments or prorations were made in error in favor of the Purchaser or the Seller on the Closing Date; (b) The Escrow Agent, the Purchaser and the Seller shall pro rate, in accordance with generally accepted accounting principles, all such payables, expenses, liabilities and unpaid amounts as of the Closing Date. (c) Following receipt of the statement required in paragraph 2(a), the Escrow Agent shall disburse the funds as follows: (i) To the Purchaser, to the extent of any such payables, expenses, liabilities, unpaid amounts, or proration adjustments in favor of the Purchaser set forth in paragraph Z(a)(l)-(4); first, toward amounts in reduction of the Purchase Price payable by the Purchaser; second, toward any payable, liability or other unpaid amount for which the Purchaser could become liable or by which the assets of the Purchaser could be encumbered; third, to any other unpaid liabilities. (ii) To the Seller to the extent of any unpaid Funds remaining. (iii) Provided, however, this Agreement shall have no effect whatsoever upon the Seller's continuing obligation and responsibility to pay all amounts attributable to ownership, operation and maintenance of the Assets prior to Closing (unless expressly assumed by the Purchaser, including as provided in Section G. # of the Contract) and arising from all its representations and warranties in the Contract and documents executed at Closing. 3. Investments. Pending disbursement of the Funds as described herein, the Escrow Agent shall invest the Funds to earn interest in: (a) certificates of deposit of financi al institutions whose deposits are insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation provided that no deposit will exceed the amount covered by such insurance, or (b) such other investments as may be directed in writing by the Purchaser and the Seller. 4.Liability of Escrow Agent. Nothing herein contained shall be deemed to obligate the Escrow Agent to pay or transfer any money hereunder unless the same has been first rece ived by the Escrow Agent pursuant to the provisions of this Agreement. The Escrow Agent acts hereunder as depositary only, and is not responsible or liable in any manner for the insufficienc y, correctness, genuineness or validity of any instruction deposited with it hereunder, or with respect to the form or execution of the same, or identity, authority, or right of any person executing or depositing or receiving the same. The Escrow Agent shall use reasonable diligence in the performance of its obligations hereunder but shall not be liable for the default or misconduct of any agent or attorney appointed by it #'ho is selected with reasonable ca re. The Escrow Agent shall be fully protected with respect to any action taken or suffered under this Agreement in good faith b) it and shall not be liable for investment decisions. The Esc row Agent shall not be bound or in any way affected by any notice of any modification, cance llation, abrogation or rescission of this Agreement or any amendments thereto, or of any factor or circumstance affecting or alleged to affect the rights or liabilities of the pa rties hereto other than as in this Agreement set forth, or affecting or alleged to affect the rights or lia bilities of any other persons, unless signified to it in writing, delivered to it, signed by all the parties to this Agreement, and by all such other persons; nor, in the case of a modification to this Escrow Agreement, unless such modification shall be satisfactory to the Escrow Agent. The E scrow Agent shall not be liable for actions taken in compliance with the instructions contained in written notices received by it executed by both the Purchaser and the Seller, provided such instructions do not countermand the terms of this Agreement and such notices are in writi ng and are signed by the respective designated representatives for the Purchaser and the Seller. 5. Resolution of Disputes. In the event of any disagreement between the Escrow Agent, the Purchaser or the Seller, or any other person, resulting in adverse claims and de mands being made in connection with or for any documents, money or property involved herein, or affected hereby, the Escrow Agent shall be entitled to refuse to comply with any de mand or claim, as long as such disagreement shall continue, and in so refusing to make any delivery or other disposition of any documents, money or property involved or affected hereby the Escrow Agent shall, not be or become liable to the Purchaser or the Seller for its refusal to comply with such conflicting or adverse demands, and the Escrow Agent shall be entitled to refuse and refrain to act until: (a) All differences shall have been adjusted by agreement and the Escrow Agent shall have been notified thereof in writing, signed by all the parties interested, or (b) The rights of the adverse claimants shall have been fully adjudicated in the c ourt assuming and having jurisdiction of the parties and documents, money and property involved herein or affected hereby The Escrow Agent is hereby given the right to bring an action in interpleader in such a court to resolve the rights of the adverse claimants to the documents, money and property deposited with it pursuant to this Agreement. 6. Books and Records. The Escrow Agent shall keep accurate books and records of all transactions hereunder at its offices at . The Purchaser and the Sell er shall have full access to such books and records during the business hours of the Escrow Agent. Promptly upon investment of the Funds, Escrow Agent shall notify the Purchaser and the Seller to the investments which have been made. 7.Notices. All notices sent pursuant to this Agreement shall be in writing, signed by the party sending the notice, and shall be sent first class mail, postage prepaid, or ha nd delivered to the recipient. For the purposes of this Agreement, notices shall be sent to the pa rties at the following addresses: Escrow Agent Office Address: Mailing Address: Seller Office Address: Mailing Address : All funds released by the Escrow Agent pursuant to this Agreement shall be sent to the recipient at the above-designated address, by overnight delivery, or shall be hand delivered to the recipient. IN WITNESS WHEREOF, the parties have signed this Agreement. _____________________________________ SELLER: _____________________________________ PURCHASER: _____________________________________ ESCROW AGENT: