Common use of Distribution of Escrowed Property Clause in Contracts

Distribution of Escrowed Property. (a) The Escrow Agent shall hold the Escrowed Property in its possession until instructed hereunder to deliver the Escrowed Property or any specified portion thereof as provided in paragraph 4(b) below. (b) At such time as Polaris delivers a written notice substantially in the form of Exhibit A hereto (the "Release Notice") to the Escrow Agent, signed by an authorized representative of Polaris, stating that the requirements under the Purchase Agreement for release of the Escrowed Property have been met, the Escrow Agent shall promptly disburse to Polaris to the account specified by Polaris in the Release Notice, the amount set forth in the Release Notice (which amount shall be the Cash Amount, as defined in the Purchase Agreement), less one-half of the Escrow Fees payable to the Escrow Agent hereunder, and shall disburse the balance of the Escrowed Property to Triton to an account specified by Triton to the Escrow Agent. (c) The Escrow Agent is acting as a stakeholder only with respect to the Escrowed Property. If any dispute arises as to whether the Escrow Agent is obligated to deliver the Escrowed Property or as to whom the Escrowed Property is to be delivered or the amount thereof, the Escrow Agent shall not be required to make any delivery, but in such event the Escrow Agent may hold the Escrowed Property until receipt by the Escrow Agent of instructions in writing, signed by all parties which have, or claim to have, an interest in the Escrowed Property, directing the disposition of the Escrowed Property, or in the absence of such authorization, the Escrow Agent may hold the Escrowed Property until receipt of a certified copy of a final judgment of a court of competent jurisdiction providing for the disposition of the Escrowed Property. The Escrow Agent may require, as a condition to the disposition of the Escrowed Property pursuant to written instructions, indemnification and/or opinions of counsel, in form and substance satisfactory to the Escrow Agent, from each party providing such instructions. If such written instructions, indemnification and opinions are not received, or proceedings for such determination are not commenced, within 30 days after receipt by the Escrow Agent of notice of any such dispute and diligently continued, or if the Escrow Agent is uncertain as to which party or parties are entitled to the Escrowed Property, the Escrow Agent may either (i) hold the Escrowed Property until receipt of such written instructions and indemnification or a certified copy of a final judgment of a court of competent jurisdiction providing for the disposition of the Escrowed Property, or (ii) deposit the Escrowed Property in the registry of a court of competent jurisdiction; provided, however, that notwithstanding the foregoing, the Escrow Agent may, but shall not be required to, institute legal proceedings of any kind.

Distribution of Escrowed Property. (a) The Escrow Agent shall hold is directed to distribute the Escrowed Property in its possession until instructed hereunder the following manner: if at or prior to deliver 2:00 p.m. (New York City time) on the Business Day prior to the Outside Date, the Escrow Agent receives an officers’ certificate from the Borrower substantially in the form of Exhibit B, dated as of the date the Escrowed Property or any specified portion thereof is to be released (the “Escrow Release Date”) pursuant to the Release Notice (as provided in paragraph 4(b) defined below. ), executed by Responsible Officers of the Borrower and certifying to the Escrow Agent as to the matters set forth therein (b) At such time as Polaris delivers an “Officers’ Certificate”), and a written notice substantially in the form of Exhibit A hereto C, executed by Responsible Officers of the Borrower (the "a “Release Notice") to the Escrow Agent, signed by an authorized representative of Polaris, stating that the requirements under the Purchase Agreement for release of the Escrowed Property have been met”), the Escrow Agent shall promptly disburse to Polaris to shall, provided that the account specified by Polaris Release Notice has been received, release the Escrowed Property as directed and in the Release Notice, the amount manner set forth in the Release Notice and the Officers’ Certificate from the Borrower; or if (which amount shall be the Cash Amount, as defined in the Purchase Agreement), less one-half of the Escrow Fees payable to the Escrow Agent hereunder, and shall disburse the balance of the Escrowed Property to Triton to an account specified by Triton to the Escrow Agent. (cA) The Escrow Agent is acting as a stakeholder only with respect to the Escrowed Property. If any dispute arises as to whether the Escrow Agent is obligated to deliver the Escrowed Property or as to whom the Escrowed Property is to be delivered or the amount thereof, the Escrow Agent shall not be required have received an Officers’ Certificate pursuant to make any deliverySection 5(a) on or prior to the Outside Date, but in such event (B) the Borrower shall have notified the Escrow Agent and the Administrative Agent in writing in the form of an Officers’ Certificate (which may hold be a Release Notice) stating that (x) the Borrower will not pursue the consummation of the Xxxxxxxx Acquisition (as defined in the Loan Agreement) or (y) the Merger Agreement has been or will be terminated or (C) the Term B Loans have become accelerated pursuant to Section 7.2 or 7.3 of the Loan Agreement and the Administrative Agent shall have delivered to the Escrow Agent a notice in writing in the form of Exhibit D hereto (upon which the Escrow Agent shall rely conclusively and without further inquiry) (each of the events described in the foregoing clauses (A), (B) and (C), an “Escrow Prepayment Event”) the Escrow Agent shall, as provided in this section, release the Escrowed Property until receipt (including any investment earnings) to the Administrative Agent on such date pursuant to the wire and delivery instructions provided on Schedule II hereto (the date of such release, the “Escrow Termination Date”). The Borrower shall deliver the Officers’ Certificate (or the Release Notice, as applicable) pursuant to Section 5(b)(B) no later than the Business Day immediately following the date of the Borrower’s determination referenced therein. Following the release of the Escrowed Property in connection with an Escrow Prepayment Event, any Excess Escrowed Property in excess of any fees, expenses or other amounts payable under the Loan Agreement or hereunder in connection therewith or as set forth in Section 8(d), shall be returned by the Escrow Agent of instructions in writing, signed by all parties which have, or claim to have, an interest in the Escrowed Property, directing the disposition of the Escrowed Property, or in the absence of such authorization, the Escrow Agent may hold the Escrowed Property until receipt of a certified copy of a final judgment of a court of competent jurisdiction providing for the disposition of the Escrowed Property. The Escrow Agent may require, as a condition to the disposition of the Escrowed Property pursuant to written instructions, indemnification and/or opinions of counsel, in form and substance satisfactory to the Escrow Agent, from each party providing such instructions. If such written instructions, indemnification and opinions are not received, or proceedings for such determination are not commenced, within 30 days after receipt by the Escrow Agent of notice of any such dispute and diligently continued, or if the Escrow Agent is uncertain as to which party or parties are entitled to the Escrowed Property, the Escrow Agent may either (i) hold the Escrowed Property until receipt of such written instructions and indemnification or a certified copy of a final judgment of a court of competent jurisdiction providing for the disposition of the Escrowed Property, or (ii) deposit the Escrowed Property in the registry of a court of competent jurisdiction; provided, however, that notwithstanding the foregoing, the Escrow Agent may, but shall not be required to, institute legal proceedings of any kindBorrower.

Distribution of Escrowed Property. (a) The Escrow Agent shall hold is directed to distribute the Escrowed Property in its possession until instructed hereunder to deliver the Escrowed Property or any specified portion thereof as provided in paragraph 4(b) below.following manner: (ba) At If at any time on or prior to the Escrow End Date Albertson’s delivers to the Escrow Agent (A) an officers’ certificate from Albertson’s substantially in the form of Exhibit A, dated the date of delivery thereof, executed by an Authorized Person and certifying to the Escrow Agent as to the matters set forth therein (an “Officers’ Certificate”) (the date of delivery of such time as Polaris delivers Officers’ Certificate to the Escrow Agent is hereinafter called the “Escrow Release Date”) and (B) a written notice substantially in the form of Exhibit A hereto B, executed by an Authorized Person of Albertson’s (the "a “Release Notice") to ”), directing the Escrow Agent, signed by an authorized representative of Polaris, stating that the requirements under the Purchase Agreement for Agent to release all of the Escrowed Property have been met(the “Release Escrowed Property”), then the Escrow Agent shall promptly disburse to Polaris to liquidate, release and deliver the account specified Release Escrowed Property (by Polaris wire transfer of immediately available funds), as directed and in the Release Notice, the amount manner set forth in the Release Notice from Albertson’s (which amount so long as Escrow Agent receives such notice by 3pm (New York time) on the Business Day prior to the requested date of release). (b) If (i) the Escrow Agent shall be the Cash Amount, as defined not have received pursuant to subsection (a) of this Section 5 an Officers’ Certificate from Albertson’s substantially in the Purchase Agreement)form of Exhibit A hereto on or prior to the Escrow End Date with respect to the Escrow Release, less one-half (ii) Albertson’s shall have notified the Agent and Escrow Agent in writing pursuant to a Release Notice that (x) the Companies will not pursue the consummation of the Escrow Fees payable Safeway Acquisition and/or (y) the Merger Agreement has been terminated or (iii) Albertson’s shall have delivered to the Escrow Agent hereunderan officers’ certificate stating that it has determined that the conditions to the Escrow Release Date cannot be satisfied by the applicable Escrow End Date, the Escrow Agent shall, upon receipt of a Release Notice from Albertson’s, use commercially reasonable efforts to release and shall disburse the balance deliver (by wire transfer of immediately available funds) all of the Escrowed Property to Triton to an account specified by Triton (including investment earnings thereon and proceeds thereof) to the Agent pursuant to the wire and delivery instructions provided on Schedule III hereto, as such Schedule III may be amended by the Agent from time to time in accordance with the provisions of Section 9(g) hereof, not later than 11:00 a.m. (New York City time) on the third Business Day succeeding (x) the applicable Escrow AgentEnd Date (in the case of clause (i) of this subsection) or (y) the date of such Release Notice (in the case of clauses (ii) and (iii) of this subsection) and the Companies shall prepay, and the Agent agrees to apply such funds to prepay all of the Term B-3 Loans and the Term B-4 Loans at the applicable Escrow Prepayment Amount in accordance with the provisions of Amendment No. 5 and the Credit Agreement. None of the Escrow Agent or the Agent shall be responsible for calculating amounts to be disbursed hereunder, and each shall be entitled to rely on written instructions from Albertson’s delivered in accordance with this Agreement, which instructions shall include wiring instructions, if not provided for herein or in certificates delivered pursuant to this Agreement. (c) The Escrow Agent is acting as a stakeholder only with respect [reserved]. (d) Albertson’s agrees that it will use commercially reasonable efforts to the Escrowed Property. If any dispute arises as to whether notify the Escrow Agent is obligated at least two Business Days prior to deliver the Escrowed Property expected applicable Escrow Release Date (or as any extension or postponement of the Escrow Release Date); provided that failure to whom the Escrowed Property is to be delivered or the amount thereof, so provide such notice shall not relieve the Escrow Agent shall not be required to make any delivery, but in such event the Escrow Agent may hold the Escrowed Property until receipt by the Escrow Agent of instructions in writing, signed by all parties which have, or claim to have, an interest in the Escrowed Property, directing the disposition of the Escrowed Property, or in the absence of such authorization, the Escrow Agent may hold the Escrowed Property until receipt of a certified copy of a final judgment of a court of competent jurisdiction providing for the disposition of the Escrowed Property. The Escrow Agent may require, as a condition to the disposition of the Escrowed Property pursuant to written instructions, indemnification and/or opinions of counsel, in form and substance satisfactory to the Escrow Agent, from each party providing such instructions. If such written instructions, indemnification and opinions are not received, or proceedings for such determination are not commenced, within 30 days after receipt by the Escrow Agent of notice of any such dispute and diligently continued, or if the Escrow Agent is uncertain as to which party or parties are entitled to the Escrowed Property, the Escrow Agent may either (i) hold the Escrowed Property until receipt of such written instructions and indemnification or a certified copy of a final judgment of a court of competent jurisdiction providing for the disposition of the Escrowed Property, or (ii) deposit the Escrowed Property in the registry of a court of competent jurisdiction; provided, however, that notwithstanding the foregoing, the Escrow Agent may, but shall not be required to, institute legal proceedings of any kindits respective obligations under this Section 5.

Distribution of Escrowed Property. (a) The Escrow Agent shall hold is directed to distribute the Escrowed Property in its possession until instructed hereunder the following manner: (a) if at any time on or prior to deliver the Escrow End Date, the Escrow Agent receives an officers’ certificate no later than 11:00 a.m. (New York City time) from the Escrow Issuer substantially in the form of Exhibit B, dated as of the date the Escrowed Property or any specified portion thereof is to be released (the “Escrow Release Date”) pursuant to the Release Notice (as provided in paragraph 4(b) defined below. ), executed by an Authorized Person of each of the Company and the Escrow Issuer and certifying to the Escrow Agent as to the matters set forth therein (b) At such time as Polaris delivers an “Officers’ Certificate”), and a written notice substantially in the form of Exhibit A hereto C, executed by an Authorized Person of the Escrow Issuer (the "a “Release Notice") to the Escrow Agent, signed by an authorized representative of Polaris, stating that the requirements under the Purchase Agreement for release of the Escrowed Property have been met”), the Escrow Agent shall promptly disburse to Polaris to shall, provided that the account specified Release Notice is received by Polaris 2:00 p.m. local time in the Release NoticeCity of New York on the prior Business Day, release the amount Escrowed Property as directed and in the manner set forth in the Release Notice and the Officers’ Certificate from the Company and the Escrow Issuer; or (b) if (A) the Escrow Agent shall not have received an Officers’ Certificate pursuant to Section 5(a) on or prior to the Escrow End Date, (B) the Escrow Issuer and the Company shall have notified the Escrow Agent in writing in the form of an Officers’ Certificate (which amount shall may be a Release Notice) that (x) the Cash Amount, Company will not pursue the consummation of the Acquisition (as defined in the Purchase Agreement)Indenture) or (y) the Merger Agreement shall have been amended, less one-half modified or waived in a manner that would be materially adverse to the holders of the Escrow Fees payable Notes or (C) the Trustee has received a request of the holders of a majority in principal amount of the Notes then outstanding following any declaration of the acceleration of the Notes under Section 6.02(d) of the Indenture that has not been rescinded, and the Trustee shall have delivered to the Escrow Agent hereundera notice in the form of Exhibit D hereto on the first Business Day following its receipt of such request (each of the events described in the foregoing clauses (A), (B) and shall disburse (C), a “Special Mandatory Redemption Event”), the balance Escrow Agent shall, without the requirement of notice to or action by the Escrow Issuer, the Trustee or any other person, release the Escrowed Property to Triton to an account specified by Triton (including any investment earnings) to the Trustee on such date pursuant to the wire and delivery instructions provided on Schedule II hereto (the date of such release, the “Escrow AgentTermination Date”). (c) The Escrow Agent is acting Issuer and the Company shall deliver the Officers’ Certificate (or the Release Notice, as a stakeholder only with respect applicable) pursuant to Section 5(b)(B) no later than the Business Day immediately following the date of the Company’s determination referenced therein. (d) Following the release of the Escrowed Property. If Property in connection with a Special Mandatory Redemption Event, any dispute arises as to whether Excess Escrowed Property in excess of any expenses payable under the Indenture or hereunder in connection therewith, shall be returned by the Escrow Agent to the Escrow Issuer. (i) The Escrow Agent shall confirm each fund’s transfer instruction received in the name of any party designated in a Release Notice delivered in accordance with Section 5(a) by means of the security procedure selected by such party and communicated to the Escrow Agent through a signed certificate in the form of Exhibit E attached hereto (a “Security Procedures Certificate”), which upon receipt by the Escrow Agent shall become a part of this Escrow Agreement. Once delivered to the Escrow Agent, the Security Procedures Certificate may be revised or rescinded only by a writing signed by an authorized representative of such party. Such revisions or rescissions shall be effective only after actual receipt and following such period of time as may be necessary to afford the Escrow Agent a reasonable opportunity to act on it. If a revised Security Procedures Certificate or a rescission of an existing Security Procedures Exhibit is obligated delivered to deliver the Escrowed Property Escrow Agent by an entity that is a successor-in-interest to the original party thereto, such document shall be accompanied by additional documentation satisfactory to the Escrow Agent showing that such entity has succeeded to the rights and responsibilities of such party under this Escrow Agreement. (ii) Each of the parties hereto understands that the Escrow Agent’s inability to receive or as confirm funds transfer instructions pursuant to whom the Escrowed Property is to be delivered or the amount thereofsecurity procedure selected by such party may result in a delay in accomplishing such funds transfer, and agree that the Escrow Agent shall not be required to make liable for any delivery, but in such event the Escrow Agent may hold the Escrowed Property until receipt loss caused by the Escrow Agent of instructions in writing, signed by all parties which have, or claim to have, an interest in the Escrowed Property, directing the disposition of the Escrowed Property, or in the absence of such authorization, the Escrow Agent may hold the Escrowed Property until receipt of a certified copy of a final judgment of a court of competent jurisdiction providing for the disposition of the Escrowed Property. The Escrow Agent may require, as a condition to the disposition of the Escrowed Property pursuant to written instructions, indemnification and/or opinions of counsel, in form and substance satisfactory to the Escrow Agent, from each party providing such instructions. If such written instructions, indemnification and opinions are not received, or proceedings for such determination are not commenced, within 30 days after receipt by the Escrow Agent of notice of any such dispute and diligently continued, or if the Escrow Agent is uncertain as to which party or parties are entitled to the Escrowed Property, the Escrow Agent may either (i) hold the Escrowed Property until receipt of such written instructions and indemnification or a certified copy of a final judgment of a court of competent jurisdiction providing for the disposition of the Escrowed Property, or (ii) deposit the Escrowed Property in the registry of a court of competent jurisdiction; provided, however, that notwithstanding the foregoing, the Escrow Agent may, but shall not be required to, institute legal proceedings of any kinddelay.

Distribution of Escrowed Property. (a) The Escrow Agent shall hold and the Intermediary are directed to distribute the Escrowed Property in its possession until instructed hereunder to deliver the Escrowed Property or any specified portion thereof as provided in paragraph 4(b) below.following manner: (ba) At if at any time on or prior to the Escrow End Date, the Escrow Agent receives an officer’s certificate no later than 3:00 p.m. (New York City time) from the Company substantially in the form of Exhibit B, and dated the date of delivery thereof, executed by an Authorized Person of the Company and certifying to the Escrow Agent as to the matters set forth therein (an “Officer’s Certificate”) (the date of delivery of such time as Polaris delivers Officer’s Certificate to the Escrow Agent is hereinafter called the “Escrow Release Date”), and a written notice substantially in the form of Exhibit A hereto C, executed by an Authorized Person of the Company (the "a “Release Notice") to the Escrow Agent, signed by an authorized representative of Polaris, stating that the requirements under the Purchase Agreement for release of the Escrowed Property have been met”), the Escrow Agent shall promptly disburse to Polaris to and the account specified Intermediary shall, not later than 11:00 a.m. (New York City time) on the Business Day next succeeding the Escrow Release Date, release and deliver the Escrowed Property (by Polaris wire transfer of immediately available funds in the Release Notice, case of cash) as directed and in the amount manner set forth in the Release Notice (which amount shall be from the Cash Amount, as defined in the Purchase Agreement), less one-half of the Escrow Fees payable to the Escrow Agent hereunder, and shall disburse the balance of the Escrowed Property to Triton to an account specified by Triton to the Escrow Agent.Company; (cb) The Escrow Agent is acting as a stakeholder only with respect to the Escrowed Property. If any dispute arises as to whether the Escrow Agent is obligated to deliver the Escrowed Property or as to whom the Escrowed Property is to be delivered or the amount thereof, if (A) the Escrow Agent shall not be required have received pursuant to make any delivery, but subsection (a) of this Section 5 an officer’s certificate from the Company substantially in such event the form of Exhibit B hereto on or prior to the Escrow End Date or (B) the Company shall have notified the Escrow Agent may hold in writing pursuant to a Release Notice that the Escrowed Property until receipt by Company will not pursue the Escrow Agent consummation of instructions in writing, signed by all parties which have, or claim to have, an interest the Merger (each of the events described in the Escrowed Propertyforegoing clauses (A) and (B) of this subsection, directing the disposition of the Escrowed Property, or in the absence of such authorizationa “Special Mandatory Redemption Event”), the Escrow Agent may hold and the Intermediary shall, without the requirement of notice to or action by the Company, the Trustee or any other Person, release and deliver (by wire transfer of immediately available funds) the Escrowed Property until receipt to the Trustee pursuant to the wire and delivery instructions provided on Schedule III hereto, as such Schedule III may be amended by the Trustee from time to time in accordance with the provisions of Section 9(g) hereof, not later than 11:00 a.m. (New York City time) on the Business Day next succeeding (x) the Escrow End Date (in the case of clause (A) of this subsection) or (y) the date of such notice (in the case of clause (B) of this subsection) (the date of such release, the “Escrow Termination Date”) and the Trustee agrees to apply, or cause a certified copy of a final judgment of a court of competent jurisdiction providing for the disposition Paying Agent to apply, such funds to redeem all of the Escrowed PropertyNotes at the Special Mandatory Redemption Price on the Special Mandatory Redemption Date in accordance with the provisions of the Indenture and the Notes. The None of the Escrow Agent, Trustee, Paying Agent may requireor Intermediary shall be responsible for calculating amounts to be disbursed hereunder, as a condition and each shall be entitled to rely on written instructions from the disposition Company delivered in accordance with this Agreement, which instructions shall include wiring instructions, if not provided for herein or in certificates delivered pursuant to this Agreement; and (c) following the release of the Escrowed Property pursuant to written instructionsin connection with a Special Mandatory Redemption Event, indemnification and/or opinions of counsel, in form and substance satisfactory the Trustee will transfer to the Company, by wire transfer of immediately available funds prior to 2:00 p.m. (New York City time) on the Special Mandatory Redemption Date, any Escrow Agent, from each party providing such instructions. If such written instructions, indemnification and opinions are not received, or proceedings for such determination are not commenced, within 30 days after receipt by the Escrow Agent of notice of any such dispute and diligently continued, or if the Escrow Agent is uncertain as to which party or parties are entitled to the Escrowed Property, the Escrow Agent may either (i) hold the Escrowed Property until receipt of such written instructions and indemnification or a certified copy of a final judgment of a court of competent jurisdiction providing for the disposition Proceeds in excess of the Escrowed Property, or (ii) deposit amount necessary to effect the Escrowed Property in the registry of a court of competent jurisdiction; provided, however, that notwithstanding the foregoing, the Escrow Agent may, but shall not be required to, institute legal proceedings of any kindSpecial Mandatory Redemption.