Common use of Distribution of Escrow Property Clause in Contracts

Distribution of Escrow Property. Subject to Section 1.03(e), the Escrow Agent is directed to hold and distribute the Escrow Property in the following manner: (a) The Escrow Agent will only release the Escrow Property (or cause the Escrow Property to be released) as specifically provided for in this Section 1.05 (except as specified in Section 1.04(d) above). (b) Promptly upon receipt of an Officer’s Certificate substantially in the form attached hereto as Exhibit A (the “Officer’s Certificate”) from the Grantor, the Escrow Agent will cause the liquidation of all investments, if any, of Escrow Property then held by it and cause the release of all of the Escrow Property to or at the order of the Grantor by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth in Section 1.07 hereof. (c) If the Officer’s Certificate described in Section 1.05(b) above has not been delivered to the Escrow Agent on or before March 31, 2014 (the “Outside Date”), then the Grantor shall be required to cause a special redemption of the Notes on the Outside Redemption Date pursuant to Section 4.2 of the Supplemental Indenture, and the Escrow Agent will, on or before the Business Day immediately prior to the Outside Redemption Date, cause the liquidation of all investments of Escrow Property then held by it and release all of the Escrow Property as follows: (i) first, to the Paying Agent under the Indenture, an amount of Escrow Property in cash equal to the Outside Redemption Total Amount for payment to the holders of the Notes in accordance with the special redemption provision contained in Section 4.2 of the Supplemental Indenture, such release of Escrow Property to the Paying Agent under the Indenture to be made by wire transfer of immediately available funds in accordance with the wire instructions set forth in Section 1.07 hereof; provided that if the amount of the Escrow Property is less than the amount required to be paid for the Outside Redemption Total Amount, the Grantor will deliver to the Paying Agent, at least one Business Day prior to the Outside Redemption Date, an amount equal to the deficiency, it being understood that the Escrow Agent shall not have liability whatsoever to confirm such payment by the Grantor or to provide any additional amounts to the Paying Agent other than the Escrow Property; and (ii) second, to the Grantor, any Escrow Property remaining after the distributions in clause (i) of this Section 1.05(c), by wire transfer of immediately available funds in accordance with the wire instructions set forth in Section 1.07 hereof. (d) In the event that the Grantor, prior to the Outside Date, notifies the Escrow Agent and the Trustee in writing substantially in the form attached hereto as Exhibit C that it will not pursue the Merger on or prior to the Outside Date or that the Merger Agreement shall have been amended, modified or waived, or any consent granted, in a manner that would be materially adverse to the holders of the Notes (as reasonably determined by the Grantor) (the “Termination Notice”), then the Grantor shall be required to cause a special redemption of the Notes on the date that is three Business Days after the Trustee sends the notice of special redemption to the holders of the Notes (the “Termination Redemption Date”) pursuant to Section 4.2 of the Supplemental Indenture, and the Escrow Agent will, on or before the Business Day immediately prior to the Termination Redemption Date, cause the liquidation of all investments of Escrow Property then held by it and release all of the Escrow Property as follows: (i) first, to the Paying Agent under the Indenture, an amount of Escrow Property in cash equal to the Special Redemption Price, plus accrued and unpaid interest on the Notes from the date of issuance of the Notes to, but excluding, the Termination Redemption Date (such total amount, the “Termination Redemption Total Amount”) for payment to the holders of the Notes in accordance with the special redemption provision contained in Section 4.2 of the Supplemental Indenture, such release of Escrow Property to the Paying Agent under the Indenture to be made by wire transfer of immediately available funds in accordance with the wire instructions set forth in Section 1.07 hereof; provided that if the amount of the Escrow Property is less than the amount required to be paid for the Termination Redemption Total Amount, the Grantor will deliver to the Paying Agent, at least one Business Day prior to the Termination Redemption Date, an amount equal to the deficiency, it being understood that the Escrow Agent shall not have liability whatsoever to confirm such payment by the Grantor or to provide any additional amounts to the Paying Agent other than the Escrow Property; and (ii) second, to the Grantor, any Escrow Property remaining after the distributions in clause (i) of this Section 1.05(d), by wire transfer of immediately available funds in accordance with the wire instructions set forth in Section 1.07 hereof. (e) In any case hereunder in which the Escrow Agent is to receive instructions to release the Escrow Property, the Escrow Agent shall be entitled to conclusively rely on such instructions with no responsibility to calculate or confirm amounts or percentages to release or compliance with any other document.

Distribution of Escrow Property. Subject to Section 1.03(e), the The Escrow Agent is directed to hold and distribute the Escrow Property in the following manner: (a) The Escrow Agent will shall only release the Escrow Property (or cause as directed in written instructions from the Company and if the Escrow Property Agent receives an Officers’ Certificate from the Company, substantially in the form of Exhibit A hereto, certifying to the Escrow Agent that: (i) the CreditCards Acquisition has not yet been consummated, (ii) all conditions precedent (other than the payment of consideration) to the consummation of the CreditCards Acquisition (including the receipt of all governmental approvals or consents necessary or desirable in connection with the CreditCards Acquisition) have been satisfied or waived in accordance with the terms of the agreements governing the CreditCards Acquisition, (iii) the CreditCards Acquisition will be released) as specifically provided for consummated on substantially the terms described in this Section 1.05 (except as the Offering Memorandum concurrently with the release of funds on deposit in or credited to the Pledged Account in the amount specified in such Officers’ Certificate (which amount shall, in any event, not exceed $80.0 million), (iv) such funds will be applied in the manner described under the caption “Use of Proceeds” in the Offering Memorandum as it relates to the CreditCards Acquisition, (v) the Company will, concurrently with the consummation of the CreditCards Acquisition, cause XxxxxxXxxxx.xxx, Inc. and each of its Domestic Subsidiaries to comply with Section 1.04(d3.12 of the Indenture and cause XxxxxxXxxxx.xxx, Inc. and each such Subsidiary to execute and deliver a joinder to the Registration Rights Agreement, and (vi) above)no Default described in clause (6) of the definition of the term “Event of Default” under the Indenture or any Event of Default has occurred and is continuing or will result therefrom; provided that if the Officers’ Certificate is delivered to the Escrow Agent, the Escrow Agent shall, together with the disbursement of funds requested in such Officers’ Certificate, disburse to the Company any funds that would otherwise have remained in the Pledged Account following the disbursement requested under such Officers’ Certificate, which funds may be used by the Company for any other purpose not prohibited by the Indenture. (b) Promptly upon receipt of an Officer’s Certificate substantially If the conditions contained in clause (a) above have not been satisfied at or before 10:00 a.m. (New York City time) on August 27, 2010 (or such earlier date as the form attached hereto Company determines not to pursue the CreditCards Acquisition, as Exhibit A (evidenced by written notice to the “Officer’s Certificate”) from Trustee and the GrantorEscrow Agent), the Escrow Agent will cause the liquidation of all investments, if any, of Escrow Property then held by it and cause the release of all of the Escrow Property to or at the order of the Grantor by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth in Section 1.07 hereof. (c) If the Officer’s Certificate described in Section 1.05(b) above has not been delivered to the Escrow Agent on or before March 31, 2014 (the “Outside Date”), then the Grantor shall be required to cause a special redemption of the Notes on the Outside Redemption Date pursuant to Section 4.2 of the Supplemental Indenture, and the Escrow Agent will, on or before the Business Day immediately prior to the Outside Redemption Date, cause the liquidation of all investments of Escrow Property then held by it and release all of the Escrow Property as follows: (i) first, to the Paying Agent under the Indenture, an amount of Escrow Property in cash equal to 101% of $80,000,000, plus accrued and unpaid interest on the Outside Notes to be redeemed on the Escrow Redemption Total Amount Date, for payment to the holders of the Notes in accordance with the special escrow redemption provision provisions contained in Section 4.2 of the Supplemental Indenture, . Immediately following such release of Escrow Property to the Paying Agent under the Indenture to be made by wire transfer of immediately available funds in accordance with the wire instructions set forth in Section 1.07 hereof; provided that if the amount of the Escrow Property is less than the amount required to be paid for the Outside Redemption Total Amount, the Grantor will deliver to the Paying Agent, at least one Business Day prior to the Outside Redemption Date, an amount equal to the deficiency, it being understood that the Escrow Agent shall not have liability whatsoever to confirm such payment by the Grantor or to provide any additional amounts to the Paying Agent other than the Escrow Property; and (ii) second, to the Grantor, release any Escrow Property remaining after that remains in the distributions Pledged Account as directed in clause written instructions from the Company. (c) If the Escrow Agent receives a written notice from the Trustee that (i) of this Section 1.05(c), by wire transfer of immediately available funds in accordance with the wire instructions set forth in Section 1.07 hereof. (d) In the event that the Grantor, prior to the Outside Date, notifies the Escrow Agent and the Trustee in writing substantially in the form attached hereto as Exhibit C that it will not pursue the Merger on or prior to the Outside Date or that the Merger Agreement shall have been amended, modified or waived, or any consent granted, in a manner that would be materially adverse to the holders of the Notes (as reasonably determined by the Grantor) (the “Termination Notice”), then the Grantor shall be required to cause a special redemption of the Notes on the date that is three Business Days after the Trustee sends the notice of special redemption to the holders of the Notes (the “Termination Redemption Date”) pursuant to Section 4.2 of the Supplemental Indenture, and the Escrow Agent will, on or before the Business Day immediately prior to the Termination Redemption Date, cause the liquidation of all investments of Escrow Property then held by it and release all of the Escrow Property as follows: (i) first, to the Paying Agent under the Indenture, an principal amount of Escrow Property in cash equal to the Special Redemption Price, plus and accrued and unpaid interest on the Notes from the date of issuance has become immediately due and payable pursuant to Section 6.2 of the Notes to, but excludingIndenture, the Termination Redemption Date Escrow Agent will liquidate all Escrow Property then held by it, and the Escrow Agent will release (such total amount, i) to the “Termination Redemption Total Amount”Trustee any fees and expenses of the Trustee owing to the Trustee and (ii) to the Paying Agent for payment to the holders of the Notes in accordance with the special redemption provision contained in Section 4.2 of the Supplemental Indenture, such release amount of Escrow Property sufficient to the Paying Agent under the Indenture to be made by wire transfer of immediately available funds in accordance with the wire instructions set forth in Section 1.07 hereof; provided that if the pay such accelerated principal amount of the Escrow Property is less than the amount required to be paid for the Termination Redemption Total Amount, the Grantor will deliver to the Paying Agent, at least plus accrued and unpaid interest thereon within one Business Day prior to after receipt of such written notice from the Termination Redemption Date, an amount equal to the deficiency, it being understood that the Escrow Agent shall not have liability whatsoever to confirm Trustee. Immediately following such payment by the Grantor or to provide any additional amounts to the Paying Agent other than the Escrow Property; and (ii) second, to the Grantor, any Escrow Property remaining after the distributions in clause (i) of this Section 1.05(d), by wire transfer of immediately available funds in accordance with the wire instructions set forth in Section 1.07 hereof. (e) In any case hereunder in which the Escrow Agent is to receive instructions to release the Escrow Propertyreleases, the Escrow Agent shall be entitled release any Escrow Property that remains in the Pledged Account as directed in written instructions from the Company. (d) In the case of disbursements pursuant to conclusively rely clause (a) or (c) above, the Escrow Agent shall, as soon as practicable after receipt of such notices, liquidate any investments of the Escrow Property and shall promptly make any distributions thereafter. If the Escrow Property has not been disbursed by the Escrow Agent by the close of business on August 25, 2010, the Escrow Agent shall liquidate all investments of the Escrow Property in anticipation of a disbursement pursuant to clause (b) above on August 27, 2010 and may leave such instructions with no responsibility to calculate or confirm amounts or percentages to release or compliance with any other documentfunds uninvested until such date.

Distribution of Escrow Property. Subject to Section 1.03(e), the (a) The Escrow Agent is directed to hold and distribute the Escrow Property in the following manner: (a) The Escrow Agent manner and will only release the Escrow Property (or cause in the Escrow Property to be released) as cases specifically provided for in this Section 1.05 (except as specified in Section 1.04(d) above)1.4. (b) Promptly The Escrow Agent shall release the Escrow Property upon receipt from the Grantor of an Officer’s Certificate substantially a notice in the form attached hereto as Exhibit A (the “Officer’s Certificate”) from the GrantorA, upon which the Escrow Agent will cause may conclusively rely, confirming that the liquidation of Escrow Conditions have been satisfied, and shall promptly (but in any event within two (2) Business Days) liquidate all investments, if any, investments of Escrow Property then held by it (subject to Section 1.6(a) hereof) and cause the release of all of the Escrow Property as follows: (i) first, to or at the order Escrow Agent, an amount of Escrow Property in cash equal to amounts due and owing to the Escrow Agent in respect of fees and reasonable out-of-pocket expenses of the Grantor Escrow Agent pursuant to Section 1.7 hereof, indemnities and other amounts owing to the Escrow Agent under this Agreement; (ii) second, to Initial Purchaser, an amount equal to the Deferred Discount by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth in Section 1.07 1.6(c) hereof; and (iii) third, to the Grantor, any Escrow Property remaining after the distributions in clauses (b)(i) and (ii) above, if any, by wire transfer of immediately available funds in accordance with the wire instructions set forth in Section 1.6(a) hereof. (c) If The Escrow Agent shall release the Officer’s Certificate described Escrow Property upon the earlier of (x) receipt from the Grantor of a notice in the form attached hereto as Exhibit B, upon which the Escrow Agent may conclusively rely, confirming that the Escrow Conditions cannot be satisfied, or (y) June 9, 2010, and shall (but in any event within two (2) Business Days) liquidate all investments of Escrow Property then held by it (subject to Section 1.05(b1.6(a) above has not been delivered hereof) and release all of the Escrow Property as follows: (i) first, to the Escrow Agent, an amount of Escrow Property in cash equal to amounts due and owing to the Escrow Agent on or before March 31in respect of fees and reasonable out-of-pocket expenses of the Escrow Agent pursuant to Section 1.7 hereof, 2014 indemnities and other amounts owing to the Escrow Agent under this Agreement; (ii) second, to Initial Purchaser, an amount equal to the “Outside Date”)Deferred Discount by wire transfer of immediately available funds in accordance with the wire instructions set forth in Section 1.6(c) hereof; (iii) third, then to the Grantor shall be required Trustee under the Indenture, an amount of Escrow Property in cash equal to cause a special redemption the Escrow Redemption Price for payment to the holders of the Notes in accordance with the provisions contained in Section 1109 of the Indenture; such release of Escrow Property to the Trustee under the Indenture will be made by wire transfer of immediately available funds in accordance with the wire instructions set forth in Section 1.6(b) hereof; and (iv) fourth, to the Grantor, any Escrow Property remaining after the distributions in clauses (c)(i), (ii) and (iii) above, if any, by wire transfer of immediately available funds in accordance with the wire instructions set forth in Section 1.6(a) hereof. (d) Notwithstanding Sections 1.4(b) and 1.4(c), if the Escrow Agent receives a written notice and instruction from the Trustee that the principal amount of and accrued and unpaid interest on the Outside Redemption Date Notes has become immediately due and payable pursuant to Section 4.2 Article Five of the Supplemental Indenture, and then the Escrow Agent will, on or before promptly (but in any event within two Business Days) after receipt of such written notice and instruction from the Business Day immediately prior to the Outside Redemption DateTrustee, cause the liquidation of liquidate all investments of Escrow Property then held by it and release all of the Escrow Property as follows: (i) first, to the Paying Agent Trustee an amount of Escrow Property in cash and equal to amounts due and owing to the Trustee in respect of fees, reasonable out-of-pocket expenses of the Trustee, indemnities and other amounts owing to the Trustee under the Indenture; (ii) second, to the Escrow Agent, an amount of Escrow Property in cash equal to amounts due and owing to the Outside Redemption Total Amount Escrow Agent in respect of fees and reasonable out-of-pocket expenses of the Escrow Agent pursuant to Section 1.7 hereof, indemnities and other amounts owing to the Escrow Agent under this Agreement; (iii) third, to Initial Purchaser, an amount equal to the Deferred Discount by wire transfer of immediately available funds in accordance with the wire instructions set forth in Section 1.6(c) hereof; (iv) fourth, to the Trustee for payment to the holders of the Notes in accordance with the special redemption provision contained in Section 4.2 Notes, an amount of the Supplemental IndentureEscrow Property sufficient to pay such accelerated principal amount and interest, if any, thereon; such release of Escrow Property to the Paying Agent Trustee under the Indenture to will be made by wire transfer of immediately available funds in accordance with the wire instructions set forth in Section 1.07 1.6(b) hereof; provided that if the amount of the Escrow Property is less than the amount required to be paid for the Outside Redemption Total Amount, the Grantor will deliver to the Paying Agent, at least one Business Day prior to the Outside Redemption Date, an amount equal to the deficiency, it being understood that the Escrow Agent shall not have liability whatsoever to confirm such payment by the Grantor or to provide any additional amounts to the Paying Agent other than the Escrow Property; and (iiv) secondfifth, to the Grantor, any Escrow Property remaining after the distributions in clause clauses (ie)(i), (ii), (iii) of this Section 1.05(c)and (iv) above, if any, by wire transfer of immediately available funds in accordance with the wire instructions set forth in Section 1.07 1.6(a) hereof. (d) In the event that the Grantor, prior to the Outside Date, notifies the Escrow Agent and the Trustee in writing substantially in the form attached hereto as Exhibit C that it will not pursue the Merger on or prior to the Outside Date or that the Merger Agreement shall have been amended, modified or waived, or any consent granted, in a manner that would be materially adverse to the holders of the Notes (as reasonably determined by the Grantor) (the “Termination Notice”), then the Grantor shall be required to cause a special redemption of the Notes on the date that is three Business Days after the Trustee sends the notice of special redemption to the holders of the Notes (the “Termination Redemption Date”) pursuant to Section 4.2 of the Supplemental Indenture, and the Escrow Agent will, on or before the Business Day immediately prior to the Termination Redemption Date, cause the liquidation of all investments of Escrow Property then held by it and release all of the Escrow Property as follows: (i) first, to the Paying Agent under the Indenture, an amount of Escrow Property in cash equal to the Special Redemption Price, plus accrued and unpaid interest on the Notes from the date of issuance of the Notes to, but excluding, the Termination Redemption Date (such total amount, the “Termination Redemption Total Amount”) for payment to the holders of the Notes in accordance with the special redemption provision contained in Section 4.2 of the Supplemental Indenture, such release of Escrow Property to the Paying Agent under the Indenture to be made by wire transfer of immediately available funds in accordance with the wire instructions set forth in Section 1.07 hereof; provided that if the amount of the Escrow Property is less than the amount required to be paid for the Termination Redemption Total Amount, the Grantor will deliver to the Paying Agent, at least one Business Day prior to the Termination Redemption Date, an amount equal to the deficiency, it being understood that the Escrow Agent shall not have liability whatsoever to confirm such payment by the Grantor or to provide any additional amounts to the Paying Agent other than the Escrow Property; and (ii) second, to the Grantor, any Escrow Property remaining after the distributions in clause (i) of this Section 1.05(d), by wire transfer of immediately available funds in accordance with the wire instructions set forth in Section 1.07 hereof. (e) In any case hereunder in which the Escrow Agent is to receive instructions to release the Escrow Property, the Escrow Agent shall be entitled to conclusively rely on such instructions with no responsibility to calculate or confirm amounts or percentages to release or compliance with any other document.

Distribution of Escrow Property. Subject to Section 1.03(e), the Escrow Agent is directed to cause the Financial Institution to hold and distribute the Escrow Property in the following manner: (a) The Escrow Agent will only release the Escrow Property (or cause the Escrow Property to be released) as specifically provided for in this Section 1.05 (except as specified in Section 1.04(d) above). (b) Promptly upon As promptly as practicable following receipt of an Officer’s Officers’ Certificate substantially in the form attached hereto as Exhibit A (the “Officer’s Officers’ Certificate”) from the Grantor, the Escrow Agent will cause the liquidation of all investments, if any, of Escrow Property then held by it and cause the release of all of the Escrow Property to or at the order direction of the Grantor Grantor, at the Grantor’s written direction by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth in Section 1.07 hereofhereof or to the Trustee as directed. (c) If the Officer’s Officers’ Certificate described in Section 1.05(b) above has not been delivered to the Escrow Agent and the Trustee on or before March 315:00 p.m. (New York City time) on September 26, 2014 2013 (the “Outside DateAcquisition Deadline”), then the Grantor shall be required to cause a special redemption of the Notes on the Outside Redemption Date pursuant to Section 4.2 of the Supplemental Indenture, and the Escrow Agent will, on or before the Business Day immediately prior to the Outside Redemption Date, will cause the liquidation of all investments of Escrow Property then held by it on or before the Business Day immediately prior to the Special Redemption Date and cause the release of all of the Escrow Property as follows: (i) first, to the Paying Agent under the Indenture, an amount of Escrow Property in cash equal to the Outside Special Redemption Total Amount Amount, such amount to be set forth in a written certificate delivered by the Grantor to the Escrow Agent (or equal to the Termination Redemption Price (as defined below), such amount to be set forth in a written certificate delivered by the Grantor to the Escrow Agent if a Termination Notice (as defined below) has been delivered to the Escrow Agent pursuant to Section 1.05(d) below) for payment to the holders of the Notes in accordance with the special redemption provision contained in Section 4.2 3.07 of the Supplemental Indenture, ; such release of Escrow Property to the Paying Agent under the Indenture to will be made by wire transfer of immediately available funds in accordance with the wire instructions set forth in Section 1.07 hereof; provided that if the amount of the Escrow Property is less than the amount required to be paid for the Outside Special Redemption Total AmountAmount or the Termination Redemption Price, as applicable, the Grantor will deliver to the Paying Agent, at least one Business Day prior to the Outside Special Redemption Date, Date an amount equal to the deficiency, it being understood that deficiency in accordance with Section 3.07 of the Escrow Agent shall not have liability whatsoever to confirm such payment by the Grantor or to provide any additional amounts to the Paying Agent other than the Escrow PropertyIndenture; and (ii) second, to the Grantor, any Escrow Property remaining after the distributions in clause (i) of this Section 1.05(c), by wire transfer of immediately available funds in accordance with the wire instructions set forth in Section 1.07 hereof. (d) In the event that the Grantor, prior to the Outside DateAcquisition Deadline, notifies the Escrow Agent Agent, the Trustee and the Trustee Initial Purchasers in writing substantially in the form attached hereto as Exhibit C (the “Termination Notice”) that it will not pursue the Merger on or Acquisition prior to the Outside Date Acquisition Deadline or that the Sealy Merger Agreement shall have been amended, modified changed, supplemented or waived, or any consent granted, waived in a manner that would be materially adverse to the interests of the holders of the Notes (as reasonably determined by the Grantor), it being understood that (a) a reduction of the purchase price in respect of the Acquisition will be deemed to be materially adverse to the interests of the holders of the notes (other than to the “Termination Notice”)extent any such reduction is less than 10% of the purchase price as of December 19, 2012 and such reduction is applied to reduce the amount of Debt to be outstanding on the Escrow Release Date) and (b) notwithstanding anything in clause (a) to the contrary, any amendment, change, supplement, waiver or consent permitting the disposition of assets of the Grantor, Sealy or any of their respective subsidiaries deemed necessary or advisable (as determined by the board of directors of the Grantor in its reasonable judgment) to achieve required regulatory approval of the Acquisition shall not be materially adverse to the interests of the holders of the notes; provided that the joint lead arrangers under the Credit Agreement entered into on or about the Issue Date shall have consented to any such disposition, then the Grantor shall be required to cause a special redemption of the Notes under Section 3.07 of the Indenture on the date that is three Business Days after thereafter (or such later date specified in the Trustee sends Termination Notice, but in no event later than the notice of special redemption to Special Redemption Date). The Termination Notice shall specify the holders of Special Redemption Price together with the accrued interest due on the Notes from the date of issuance to, but excluding, the redemption date (such total amount, the “Termination Redemption DatePrice”) pursuant to Section 4.2 ). Upon receipt of the Supplemental IndentureTermination Notice at least two Business Days immediately prior to the date fixed for such special redemption, and the Escrow Agent will, on or before the Business Day immediately prior to the Termination Redemption Datedate fixed for such special redemption, cause the liquidation of all investments of Escrow Property then held by it the Financial Institution and release all of the Escrow Property in accordance with clauses (i) and (ii) of Section 1.05(c): (e) If the Escrow Agent receives a written notice and instruction from the Trustee that the principal amount of and accrued and unpaid interest on the Notes have become immediately due and payable pursuant to Article 6 of the Indenture, then the Escrow Agent will, within one Business Day after receipt of such written notice and instruction from the Trustee, cause the liquidation of all Escrow Property then held by the Financial Institution and cause the release of all of the Escrow Property as follows: (i) first, to the Paying Escrow Agent under and the IndentureTrustee, an amount of Escrow Property in cash equal to amounts due and owing to the Special Redemption Price, plus accrued Escrow Agent and unpaid interest on the Notes from the date Trustee in respect of issuance fees and reasonable out-of-pocket expenses of the Notes toEscrow Agent under this Agreement and the Trustee under the Indenture, but excludingratably; (ii) second, to the Termination Redemption Date (such total amount, the “Termination Redemption Total Amount”) Paying Agent for payment to the holders of the Notes in accordance with the special redemption provision contained in Section 4.2 Notes, an amount of the Supplemental IndentureEscrow Property sufficient to pay such accelerated principal amount and interest, if any, thereon; such release of Escrow Property to the Paying Agent under the Indenture to will be made by wire transfer of immediately available funds in accordance with the wire instructions set forth in Section 1.07 hereof; provided that if the amount of the Escrow Property is less than the amount required to be paid for the Termination Redemption Total Amount, the Grantor will deliver to the Paying Agent, at least one Business Day prior to the Termination Redemption Date, an amount equal to the deficiency, it being understood that the Escrow Agent shall not have liability whatsoever to confirm such payment by the Grantor or to provide any additional amounts to the Paying Agent other than the Escrow Property; and (iiiii) secondthird, to the Grantor, any Escrow Property remaining after the distributions in clause clauses (i) and (ii) of this Section 1.05(d)1.05(e) above, by wire transfer of immediately available funds in accordance with the wire instructions set forth in Section 1.07 hereof. (ef) In any case hereunder in which the Escrow Agent is to receive instructions to release the Escrow Property, the Escrow Agent shall be entitled to conclusively rely on such instructions with no responsibility to calculate or confirm amounts or percentages to release or compliance with any other document.

Distribution of Escrow Property. Subject to Section 1.03(e)the terms hereof, the Escrow Agent is directed to hold and distribute the Escrow Property in the following manner: (a) The Escrow Agent will only release the Escrow Property (or cause the Escrow Property to be released) as specifically provided for in this Section 1.05 (except as specified in Section 1.04(d) above). (b) Promptly upon receipt of an Officer’s Certificate substantially in the form attached hereto as Exhibit A (the “Officer’s Certificate”) from the GrantorGrantor on or prior to 1:00 p.m. (New York City time) on July 26, 2016 (the “Outside Date”), the Escrow Agent will cause the liquidation of all investments, if any, of Escrow Property then held by it and cause the release of all of the Escrow Property to or at the order of the Grantor by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth in Section 1.07 hereof. (c) If the Officer’s Certificate described in Section 1.05(b) above has not been delivered to the Escrow Agent with a copy to the Trustee on or before March 31, 2014 prior to 1:00 p.m. (New York City time) on the “Outside Date”), then the Grantor shall be required to cause a special redemption of the Notes on the Outside Redemption Date pursuant to Section 4.2 of the Supplemental Indenture, and the Escrow Agent will, on or before the Business Day immediately prior to the Outside Redemption Date, cause the liquidation of all investments of Escrow Property then held by it and release all of the Escrow Property as follows: (i) first, subject to the payment in full of any fees and expenses due and owing to the Escrow Agent, in accordance with the provisions of Section 1.08(c) hereof, to the Paying Agent under the Indenture, an amount of Escrow Property in cash equal to the Outside Redemption Total Amount for payment to the holders of the Notes in accordance with the special redemption provision contained in Section 4.2 of the Supplemental Indenture, such release of Escrow Property to the Paying Agent under the Indenture to be made by wire transfer of immediately available funds in accordance with the wire instructions set forth in Section 1.07 hereof; provided that if the amount of the Escrow Property is less than the amount required to be paid for the Outside Redemption Total Amount, the Grantor will deliver to the Paying Agent, at least one Business Day prior to the Outside Redemption Date, an amount equal to the deficiency, it being understood that the Escrow Agent shall not have liability whatsoever to confirm such payment by the Grantor or to provide any additional amounts to the Paying Agent other than the Escrow Property; and (ii) second, to the Grantor, any Escrow Property remaining after the distributions in clause (i) of this Section 1.05(c), by wire transfer of immediately available funds in accordance with the wire instructions set forth in Section 1.07 hereof. For the avoidance of doubt, the Escrow Agent may request an instruction in writing from the Grantor pursuant to Section 2.01(m) regarding any matter arising in connection with its duties and obligations under this Section 1.05(c). (d) In the event that the Grantor, on or prior to 1:00 p.m. (New York City time) on the Outside Date, notifies the Escrow Agent and the Trustee in writing substantially in the form attached hereto as Exhibit C that it will not pursue the Merger on or prior to the Outside Date or that the Merger Agreement shall have been amended, modified or waived, or any consent granted, in a manner that would be materially adverse to the holders of the Notes (as reasonably determined by the Grantor) (the “Termination Notice”), then the Grantor shall be required to cause a special redemption of the Notes on the date that is three Business Days after the Trustee sends the notice of special redemption to the holders of the Notes (the “Termination Redemption Date”) pursuant to Section 4.2 of the Supplemental Indenture, and the Escrow Agent will, on or before the Business Day immediately prior to the Termination Redemption Date, cause the liquidation of all investments of Escrow Property then held by it and release all of the Escrow Property as follows: (i) first, subject to the payment in full of any fees and expenses due and owing to the Escrow Agent, in accordance with the provisions of Section 1.08(c) hereof, to the Paying Agent under the Indenture, an amount of Escrow Property in cash equal to the Special Redemption Price, plus accrued and unpaid interest on the Notes from the date of issuance of the Notes to, but excluding, the Termination Redemption Date (such total amount, the “Termination Redemption Total Amount”) for payment to the holders of the Notes in accordance with the special redemption provision contained in Section 4.2 of the Supplemental Indenture, such release of Escrow Property to the Paying Agent under the Indenture to be made by wire transfer of immediately available funds in accordance with the wire instructions set forth in Section 1.07 hereof; provided that if the amount of the Escrow Property is less than the amount required to be paid for the Termination Redemption Total Amount, the Grantor will deliver to the Paying Agent, at least one Business Day prior to the Termination Redemption Date, an amount equal to the deficiency, it being understood that the Escrow Agent shall not have liability whatsoever to confirm such payment by the Grantor or to provide any additional amounts to the Paying Agent other than the Escrow Property; and (ii) second, to the Grantor, any Escrow Property remaining after the distributions in clause (i) of this Section 1.05(d), by wire transfer of immediately available funds in accordance with the wire instructions set forth in Section 1.07 hereof. For the avoidance of doubt, the Escrow Agent may request an instruction in writing from the Grantor pursuant to Section 2.01(m) regarding any matter arising in connection with its duties and obligations under this Section 1.05(d). (e) In any case hereunder in which the Escrow Agent is to receive instructions to release the Escrow Property, the Escrow Agent shall be entitled to conclusively rely on such instructions with no responsibility to calculate or confirm amounts or percentages to release or compliance with any other document.

Distribution of Escrow Property. Subject to Section 1.03(e), the The Escrow Agent is directed to hold and distribute the Escrow Property in the following manner: (a) The Escrow Agent will only release the Escrow Property (or cause in the Escrow Property to be released) as cases specifically provided for in this Section 1.05 (except as specified in Section 1.04(d) above)3. (b) Promptly The Escrow Agent will promptly release the Escrow Property (less the Discount (as defined in Section 3(c) of the Purchase Agreement)) to the Grantor upon receipt the satisfaction of the following conditions (which will be evidenced by an Officer’s Certificate (attached as Exhibit B) from the Grantor to the Trustee and the Escrow Agent confirming that these conditions have been met): (1) all conditions to closing of the Xxxxxx Industries Acquisition have been satisfied or waived; (2) the Xxxxxx Industries Acquisition will be consummated concurrently with the release of Escrow Property and on substantially the terms described in the Offering Memorandum; (3) the Escrow Property will be applied in the manner described under the caption “Use of Proceeds” in the Offering Memorandum; (4) Xxxxxx Industries Inc. and each of its wholly-owned subsidiaries that are not Immaterial Subsidiaries (the “Xxxxxx Guarantors”) shall concurrently with the consummation of the Xxxxxx Industries Acquisition execute a supplemental indenture as set forth in the Indenture; (5) each of the Xxxxxx Guarantors shall concurrently with the consummation of the Xxxxxx Industries Acquisition execute a Joinder Agreement in the form attached hereto as Exhibit A C; and (6) no Event of Default under the “Officer’s Certificate”Indenture will have occurred and be continuing or result therefrom. Simultaneously with the release of the Escrow Property (less the Discount) from the Grantorpursuant to this Section 3(b), the Escrow Agent will cause shall release the liquidation of all investments, if any, of Escrow Property then held by it and cause the release of all of the Escrow Property Discount to or at the order of the Grantor by wire transfer of immediately available funds Bear Xxxxxxx in accordance with the wire transfer instructions set forth in Section 1.07 hereofattached as Exhibit A hereto. (c) If the Officer’s Certificate described conditions contained in Section 1.05(bclause (b) above has have not been delivered satisfied on or before December 31, 2005 (or such earlier date as the Grantor determines not to pursue the Xxxxxx Industries Acquisition, as evidenced by a written notice to the Trustee and the Escrow Agent), the Escrow Agent on or before March 31, 2014 (will release the “Outside Date”), then the Grantor shall be required to cause a special redemption of the Notes on the Outside Redemption Date pursuant to Section 4.2 of the Supplemental Indenture, and the Escrow Agent will, on or before the Business Day immediately prior to the Outside Redemption Date, cause the liquidation of all investments of Escrow Property then held by it and release all of the Escrow Property as follows: (i) first, to the Paying Agent under the Indenture, an amount of Escrow Property in cash equal to the Outside Redemption Total Amount for payment to the holders of the Notes in accordance with the special redemption provision contained in Section 4.2 of the Supplemental Indenture, such release of Escrow Property to the Paying Agent under the Indenture to be made by wire transfer of immediately available funds in accordance with the wire instructions set forth in Section 1.07 hereof; provided that if the amount of the Escrow Property is less than the amount required to be paid for the Outside Redemption Total Amount, the Grantor will deliver to the Paying Agent, at least one Business Day prior to the Outside Redemption Date, an amount equal to the deficiency, it being understood that the Escrow Agent shall not have liability whatsoever to confirm such payment by the Grantor or to provide any additional amounts to the Paying Agent other than the Escrow Property; and (ii) second, to the Grantor, any Escrow Property remaining after the distributions in clause (i) of this Section 1.05(c), by wire transfer of immediately available funds in accordance with the wire instructions set forth in Section 1.07 hereof. (d) In the event that the Grantor, prior to the Outside Date, notifies the Escrow Agent and the Trustee in writing substantially in the form attached hereto as Exhibit C that it will not pursue the Merger on or prior to the Outside Date or that the Merger Agreement shall have been amended, modified or waived, or any consent granted, in a manner that would be materially adverse to the holders of the Notes (as reasonably determined by the Grantor) (the “Termination Notice”), then the Grantor shall be required to cause a special redemption of the Notes on the date that is three Business Days after the Trustee sends the notice of special redemption to the holders of the Notes (the “Termination Redemption Date”) pursuant to Section 4.2 of the Supplemental Indenture, and the Escrow Agent will, on or before the Business Day immediately prior to the Termination Redemption Date, cause the liquidation of all investments of Escrow Property then held by it and release all of the Escrow Property as follows: (i) first, to the Paying Agent under the Indenture, an amount of Escrow Property in cash equal to the Special Redemption Price, plus accrued and unpaid interest on the Notes from the date of issuance of the Notes to, but excluding, the Termination Redemption Date (such total amount, the “Termination Redemption Total Amount”) for payment to the holders of the Notes in accordance with the special escrow redemption provision contained in Section 4.2 of the Supplemental Indenture, such release of Escrow Property to the Paying Agent under the Indenture to be made by wire transfer of immediately available funds in accordance with the wire instructions set forth in Section 1.07 hereof; provided that if the amount of the Escrow Property is less than the amount required to be paid for the Termination Redemption Total Amount, the Grantor will deliver to the Paying Agent, at least one Business Day prior to the Termination Redemption Date, an amount equal to the deficiency, it being understood that the Escrow Agent shall not have liability whatsoever to confirm such payment by the Grantor or to provide any additional amounts to the Paying Agent other than the Escrow Property; and (ii) second, to the Grantor, any Escrow Property remaining after the distributions in clause (i) of this Section 1.05(d), by wire transfer of immediately available funds in accordance with the wire instructions set forth in Section 1.07 hereof. (e) In any case hereunder in which the Escrow Agent is to receive instructions to release the Escrow Property, the Escrow Agent shall be entitled to conclusively rely on such instructions with no responsibility to calculate or confirm amounts or percentages to release or compliance with any other document.3.10