Common use of Distribution of the Escrow Property Clause in Contracts

Distribution of the Escrow Property. The Escrow Agent is directed to distribute the Escrow Property in the following manner: 5.1 if at any time prior to the Initial Escrow End Date, as may be extended to the First Escrow Extension Date or the Second Escrow Extension Date pursuant to this Agreement (the “Escrow End Date”), the Escrow Release Conditions (as defined in Section 6 hereof) are satisfied and the Escrow Agent receives (i) a certificate from the Company substantially in the form of Exhibit A, dated as of the date the Escrow Property is to be released pursuant to the Release Notice (as defined below), executed by at least two Officers of the Company, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, certifying to the Escrow Agent as to the matters set forth therein (an “Officers’ Certificate”) and (ii) a written notice substantially in the form of Exhibit B, executed by an Authorized Person of the Company and acknowledged by the Trustee (a “Release Notice”), the Escrow Agent shall within one (1) Business Day, provided that the Release Notice is received by 11:00 a.m. local time in the City of New York on the prior Business Day, release the Escrow Property as directed and in the manner set forth in the Release Notice; The Company shall give the Trustee written notice of not less than one (1) Business Day of its intention to deliver a Release Notice to the Trustee for acknowledgment. 5.2 if at any time prior to the Escrow End Date, the Escrow Agent receives a written notice from the Company dated no later than the next Business Day following the Trigger Date setting forth the date on which a Special Mandatory Redemption will occur (a “Redemption Notice”) in the form of Exhibit C hereto, executed by an Authorized Person of the Company and acknowledged by the Trustee (solely for purposes of confirming the amounts set forth therein, such confirmation not to be unreasonably withheld or delayed), the Escrow Agent shall liquidate the Escrow Property no later than one (1) Business Day prior to the date specified for the Special Mandatory Redemption, and shall release the Escrow Property as directed and in the manner set forth in the Redemption Notice; The Company shall give the Trustee written notice of not less than one (1) Business Day of its intention to deliver a Redemption Notice to the Trustee for acknowledgment. 5.3 if on the Initial Escrow End Date, the Escrow Agent has not received (a) (i) a written notice from the Company indicating its election to extend the Initial Escrow End Date to the First Escrow Extension Date and (ii) the amount of the First Additional Interest Deposit as set forth in Section 3.2, or (b) a Release Notice, the Escrow Agent shall give written notice to the Trustee within one (1) Business Day of the Initial Escrow End Date of a release of Escrow Property under this Section 5.3 and, not less than one (1) Business Day after the date of such notice, (x) release the Escrow Property (less any interest or other income received from the investment or reinvestment thereof pursuant to Section 4) to the Trustee, by wire transfer of immediately available funds to the account set forth in Section 12.4 (or such other account as the Trustee shall have specified by notice to the Escrow Agent), and (y) after making the transfer described in the preceding clause (x), release all amounts remaining in the Escrow Account to the Company, by wire transfer of immediately available funds to the account set forth in Section 12.4 (or such other account as the Company shall have specified by notice to the Escrow Agent); 5.4 if on the First Escrow Extension Date, the Escrow Agent has not received (a) (i) a written notice from the Company indicating its election to extend the Initial Escrow End Date to the Second Escrow Extension Date and (ii) the amount of the Second Additional Interest Deposit as set forth in Section 3.3, or (b) a Release Notice, the Escrow Agent shall give written notice to the Trustee within one (1) Business Day of the First Escrow Extension Date of a release of Escrow Property under this Section 5.4 and, not less than one (1) Business Day after the date of such notice, (x) release the Escrow Property (less any interest or other income received from the investment or reinvestment thereof pursuant to Section 4) to the Trustee, by wire transfer of immediately available funds to the account set forth in Section 12.4 (or such other account as the Trustee shall have specified by notice to the Escrow Agent), and (y) after making the transfer described in the preceding clause (x), release all amounts remaining in the Escrow Account to the Company, by wire transfer of immediately available funds to the account set forth in Section 12.4 (or such other account as the Company shall have specified by notice to the Escrow Agent); 5.5 if on the Second Escrow Extension Date, the Escrow Property shall not have been released pursuant to Section 5.1, 5.2, 5.3, 5.4 or 5.6, then the Escrow Agent shall, on the Second Escrow Extension Date, give written notice to the Trustee within one (1) Business Day of the Second Escrow Extension Date of a release of Escrow Property under this Section 5.5 and, not less than one (1) Business Day after the date of such notice, (x) release the Escrow Property (less any interest or other income received from the investment or reinvestment thereof pursuant to Section 4) to the Trustee, by wire transfer of immediately available funds to the account set forth in Section 12.4 (or such other account as the Trustee shall have specified by notice to the Escrow Agent), and (y) after making the transfer described in the preceding clause (x), release all amounts remaining in the Escrow Account to the Company, by wire transfer of immediately available funds to the account set forth in Section 12.4 (or such other account as the Company shall have specified by notice to the Escrow Agent); or 5.6 if at any time prior to the Escrow End Date, the Escrow Agent receives an entitlement order or instructions, as applicable, from the Trustee pursuant to Section 3.4(d) hereof, executed by the Trustee, the Escrow Agent shall liquidate the Escrow Property no later than one (1) Business Day prior to the date specified in such entitlement order or instructions, as the case may be, for the release of such Escrow Property and shall release the Escrow Property as directed and in the manner set forth in such entitlement order or instructions from the Trustee pursuant to Section 3.4(d) hereof, as the case may be; it being understood that the Trustee shall not deliver any such entitlement order or instructions in reliance on this Section 5.6 unless an Event of Default has occurred and is continuing under the Indenture.

Distribution of the Escrow Property. The Escrow Agent is directed to hold and distribute the Escrow Property in the following manner: 5.1 if at any time prior to the Initial Escrow End Date, as may be extended to the First Escrow Extension Date or the Second Escrow Extension Date pursuant to this Agreement (the “Escrow End Date”), the Escrow Release Conditions (as defined in Section 6 hereofa) are satisfied and the Escrow Agent receives Upon receipt of (i) a certificate from certified copy of the Company substantially resolutions of Depositor’s board of directors approving and authorizing the disbursement of Escrow Property in connection with an investment in the form of Exhibit A, dated as of the date the Escrow Property is to be released pursuant to the Release Notice hospitality or related industries (as defined below), executed by at least two Officers of the Company, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, certifying to the Escrow Agent as to the matters set forth therein (an a “Officers’ CertificatePermitted Investment”) and (ii) a written notice certificate executed by a duly authorized officer of Depositor, in substantially the form attached hereto as Exhibit A, (A) instructing Escrow Agent to disburse a portion of the Escrow Property equal to (x) the purchase price of such Permitted Investment, plus (y) two percent (2%) of the PI Transaction Value (as defined in the Depositor’s registration statement on Form S-11 (File No. 333-165622)) of such Permitted Investment for general working capital purposes (the “Working Capital Release”), plus (z) such amount necessary to cover transaction expenses, including, but not limited to, closing costs, capital expenditures, pursuit costs, escrows, future commitments or reserves, in connection with such Permitted Investment, and (B) certifying that such portion of the Escrow Property, less the Working Capital Release, will be used solely in connection with such Permitted Investment (“Permitted Investment Certificate”), Escrow Agent shall disburse such specified portion of Escrow Property to Depositor. For the avoidance of any doubt, Escrow Agent is not responsible for independently verifying that the specified amount set forth in any Permitted Investment Certificate equals the sum of the amounts set forth in the preceding sentence. (b) Upon receipt of a certificate executed by a duly authorized officer of Depositor, in substantially the form of attached hereto as Exhibit B, (i) instructing Escrow Agent to disburse a specified amount of Escrow Property to pay for any deposits required in connection with any Permitted Investment(s) and (ii) certifying that such Escrow Property will be used solely in connection with such deposits, Escrow Agent shall disburse such specified amount to Depositor. (c) Upon receipt of a certificate executed by a duly authorized officer of Depositor, in substantially the form attached hereto as Exhibit C, (i) instructing Escrow Agent to disburse a specified amount of Escrow Property necessary to permit Depositor to timely distribute to its stockholders an Authorized Person amount sufficient to eliminate U.S. federal income and excise taxes that otherwise would be imposed on Depositor and in order to maintain Depositor’s REIT qualification or, to pay expenses and fees associated with Depositor’s REIT qualification or to pay any applicable taxes and (ii) certifying that such Escrow Property will be used solely in connection with such REIT-qualification related distributions, expenses, fees or taxes, Escrow Agent shall disburse such specified amount to Depositor. (d) Not later than ten (10) days following the end of each quarter, Escrow Agent shall make quarterly disbursements of net interest income (“Interest Disbursements”) up to the full amount of interest earned by the Escrow Property to Depositor. Such quarterly disbursements shall be made not later than ten (10) days following the end of each quarter. For the avoidance of doubt, no certificate or any other documentation from Depositor shall be necessary prior to Escrow Agent making Interest Disbursements. (e) Upon receipt within 13 months from the closing of the Company Offerings (the “Escrow Release Date”) of (A) a certificate executed by a duly authorized officer of Depositor, in substantially the form attached hereto as Exhibit D, (i) certifying that the PI Transaction Value of the aggregate of Permitted Investments has exceeded seventy-five percent (75%) of the Initial Escrow Deposit (the “Capital Deployment Hurdle”) prior to the date that is 12 months from the closing of the Offerings, and acknowledged by (ii) instructing Escrow Agent to disburse all Escrow Property, including any accrued but undisbursed interest, and (B) a certified copy of the Trustee resolutions or minutes of the Depositor’s board of directors stating that the Capital Deployment Hurdle has been satisfied within such 12 month period, Escrow Agent shall release all Escrow Property to Depositor. (a f) To the extent the documents referenced in clause (e) above are not received prior to the Escrow Release Date, Escrow Agent shall release all Escrow Property, including any accrued but undisbursed interest, to The Bank of New York Mellon, as transfer agent and paying agent (“Release NoticePaying Agent”), and Paying Agent shall transmit any accrued but unpaid interest to Depositor and all other funds to Depositor’s stockholders of record holding stock purchased in the Offerings as of the 12-month deadline pro rata in proportion to their share ownership as of such 12-month deadline. (g) Unless otherwise specified in any certificate sent by Depositor to Escrow Agent pursuant to this Section 3, upon actual receipt by Escrow Agent of any such certificate, Escrow Agent shall promptly distribute the total amount of Escrow Property specified in such certificate by wire transfer to . For the avoidance of doubt, the Escrow Agent shall within one (1) Business Day, provided that the Release Notice is received by 11:00 a.m. local time in the City of New York on the prior Business Day, release the Escrow Property as directed and in the manner set forth in the Release Notice; The Company shall give the Trustee written notice of not less than one (1) Business Day of its intention to deliver a Release Notice to the Trustee be responsible for acknowledgment. 5.2 if at any time prior to the Escrow End Date, the Escrow Agent receives a written notice from the Company dated no later than the next Business Day following the Trigger Date setting forth the date on which a Special Mandatory Redemption will occur (a “Redemption Notice”) in the form of Exhibit C hereto, executed by an Authorized Person of the Company and acknowledged by the Trustee (solely for purposes of confirming the amounts set forth therein, such confirmation not to be unreasonably withheld or delayed), the Escrow Agent shall liquidate the Escrow Property no later than one (1) Business Day prior to the date specified for the Special Mandatory Redemption, and shall release the Escrow Property as directed and in the manner set forth in the Redemption Notice; The Company shall give the Trustee written notice of not less than one (1) Business Day of its intention to deliver a Redemption Notice to the Trustee for acknowledgment. 5.3 if on the Initial Escrow End Date, the Escrow Agent has not received (a) (i) a written notice from the Company indicating its election to extend the Initial Escrow End Date to the First Escrow Extension Date and (ii) independently verifying the amount of the First Additional Interest Deposit as set forth specified in Section 3.2, or (b) a Release Notice, the Escrow Agent shall give written notice to the Trustee within one (1) Business Day of the Initial Escrow End Date of a release of Escrow Property any certificate received under this Section 5.3 and, not less than one (1) Business Day after the date of such notice, (x) release the Escrow Property (less any interest or other income received from the investment or reinvestment thereof pursuant to Section 4) to the Trustee, by wire transfer of immediately available funds to the account set forth in Section 12.4 (or such other account as the Trustee shall have specified by notice to the Escrow Agent), and (y) after making the transfer described in the preceding clause (x), release all amounts remaining in the Escrow Account to the Company, by wire transfer of immediately available funds to the account set forth in Section 12.4 (or such other account as the Company shall have specified by notice to the Escrow Agent); 5.4 if on the First Escrow Extension Date, the Escrow Agent has not received (a) (i) a written notice from the Company indicating its election to extend the Initial Escrow End Date to the Second Escrow Extension Date and (ii) the amount of the Second Additional Interest Deposit as set forth in Section 3.3, or (b) a Release Notice, the Escrow Agent shall give written notice to the Trustee within one (1) Business Day of the First Escrow Extension Date of a release of Escrow Property under this Section 5.4 and, not less than one (1) Business Day after the date of such notice, (x) release the Escrow Property (less any interest or other income received from the investment or reinvestment thereof pursuant to Section 4) to the Trustee, by wire transfer of immediately available funds to the account set forth in Section 12.4 (or such other account as the Trustee shall have specified by notice to the Escrow Agent), and (y) after making the transfer described in the preceding clause (x), release all amounts remaining in the Escrow Account to the Company, by wire transfer of immediately available funds to the account set forth in Section 12.4 (or such other account as the Company shall have specified by notice to the Escrow Agent); 5.5 if on the Second Escrow Extension Date, the Escrow Property shall not have been released pursuant to Section 5.1, 5.2, 5.3, 5.4 or 5.6, then the Escrow Agent shall, on the Second Escrow Extension Date, give written notice to the Trustee within one (1) Business Day of the Second Escrow Extension Date of a release of Escrow Property under this Section 5.5 and, not less than one (1) Business Day after the date of such notice, (x) release the Escrow Property (less any interest or other income received from the investment or reinvestment thereof pursuant to Section 4) to the Trustee, by wire transfer of immediately available funds to the account set forth in Section 12.4 (or such other account as the Trustee shall have specified by notice to the Escrow Agent), and (y) after making the transfer described in the preceding clause (x), release all amounts remaining in the Escrow Account to the Company, by wire transfer of immediately available funds to the account set forth in Section 12.4 (or such other account as the Company shall have specified by notice to the Escrow Agent); or 5.6 if at any time prior to the Escrow End Date, the Escrow Agent receives an entitlement order or instructions, as applicable, from the Trustee pursuant to Section 3.4(d) hereof, executed by the Trustee, the Escrow Agent shall liquidate the Escrow Property no later than one (1) Business Day prior to the date specified in such entitlement order or instructions, as the case may be, for the release of such Escrow Property and shall release the Escrow Property as directed and in the manner set forth in such entitlement order or instructions from the Trustee pursuant to Section 3.4(d) hereof, as the case may be; it being understood that the Trustee shall not deliver any such entitlement order or instructions in reliance on this Section 5.6 unless an Event of Default has occurred and is continuing under the Indenture3.

Distribution of the Escrow Property. The Escrow Agent is directed to hold and distribute the Escrow Property in the following manner: 5.1 if at any time prior to the Initial Escrow End Date, as may be extended to the First Escrow Extension Date or the Second Escrow Extension Date pursuant to this Agreement (the “Escrow End Date”), the Escrow Release Conditions (as defined in Section 6 hereofa) are satisfied and the Escrow Agent receives Upon receipt of (i) a certificate from certified copy of the Company substantially resolutions of Depositor’s board of directors approving and authorizing the disbursement of Escrow Property in connection with an investment in the form of Exhibit A, dated as of the date the Escrow Property is to be released pursuant to the Release Notice hospitality or related industries (as defined below), executed by at least two Officers of the Company, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, certifying to the Escrow Agent as to the matters set forth therein (an a “Officers’ CertificatePermitted Investment”) and (ii) a written notice certificate executed by a duly authorized officer of Depositor, in substantially the form attached hereto as Exhibit A, (A) instructing Escrow Agent to disburse a portion of the Escrow Property equal to one hundred and two percent (102%) of the PI Transaction Value (as defined in the Depositor’s registration statement on Form S-11 (File No. 333-165622)) of such Permitted Investment, and (B) certifying that such portion of the Escrow Property will be used solely in connection with the acquisition of such Permitted Investment and for general working capital purposes (“Permitted Investment Certificate”), Escrow Agent shall disburse such specified portion of Escrow Property to Depositor. For the avoidance of any doubt, Escrow Agent is not responsible for independently verifying that the specified amount set forth in any Permitted Investment Certificate equals one hundred and two percent (102%) of the PI Transaction Value. (b) Upon receipt of a certificate executed by a duly authorized officer of Depositor, in substantially the form of attached hereto as Exhibit B, executed by an Authorized Person (i) instructing Escrow Agent to disburse a specified amount of Escrow Property to pay for any deposits and/or pursuit costs required in connection with, or relating to, any potential Permitted Investment(s) and (ii) certifying that such Escrow Property will be used solely in connection with such deposits and/or pursuit costs, Escrow Agent shall disburse such specified amount to Depositor; provided that in the Company and acknowledged by the Trustee (a “Release Notice”)case of any disbursements of deposits and/or pursuit costs, the Escrow Agent shall within one also have received a certified copy of the resolutions of Depositor’s board of directors approving and authorizing the disbursement of Escrow Property for such deposits and/or pursuit costs. (1c) Business DayUpon receipt of a certificate executed by a duly authorized officer of Depositor, provided in substantially the form attached hereto as Exhibit C (including a certified copy of the resolutions of Depositor’s board of directors approving and authorizing the disbursement of Escrow Property), (i) instructing Escrow Agent to disburse a specified amount of Escrow Property necessary to permit Depositor to timely distribute to its stockholders an amount sufficient to eliminate U.S. federal income and excise taxes that otherwise would be imposed on Depositor and in order to maintain Depositor’s REIT qualification or, to pay expenses and fees associated with Depositor’s REIT qualification or to pay any applicable taxes and (ii) certifying that such Escrow Property will be used solely in connection with such REIT qualification related distributions, expenses, fees or taxes, Escrow Agent shall disburse such specified amount to Depositor. (d) Not later than ten (10) days following the end of each quarter, Escrow Agent shall make quarterly disbursements of net interest income (“Interest Disbursements”) up to the full amount of interest earned by the Escrow Property to Depositor. Such quarterly disbursements shall be made not later than ten (10) days following the end of each quarter. For the avoidance of doubt, no certificate or any other documentation from Depositor shall be necessary prior to Escrow Agent making Interest Disbursements. (e) Upon receipt on or before January 28, 2012 of (A) a certificate executed by a duly authorized officer of Depositor, in substantially the form attached hereto as Exhibit D, (i) certifying that the Release Notice aggregate PI Transaction Value of all Permitted Investments has exceeded seventy-five percent (75%) of the Initial Escrow Deposit (the “Capital Deployment Hurdle”) on or prior to December 28, 2011, and (ii) instructing Escrow Agent to disburse all Escrow Property, including any accrued but undisbursed interest, and (B) a certified copy of the resolutions or minutes of the Depositor’s board of directors stating that the Capital Deployment Hurdle has been satisfied by December 28, 2011, Escrow Agent shall release all Escrow Property to Depositor. (f) If the Capital Deployment Hurdle is received not satisfied by 11:00 a.m. local time December 28, 2011, upon receipt of a certificate executed by a duly authorized officer of Depositor, in substantially the City of New York on form attached hereto as Exhibit E, instructing the prior Business Day, release Escrow Agent to disburse the Escrow Property as directed and in follows: (i) first, to reimburse Depositor for expenses relating to the manner tender offer for Depositor’s common stock (the “Tender Offer”), as set forth in Section 5.10(d) of Depositor’s Articles of Amendment and Restatement (ii) second, to the Release Notice; The Company shall give paying agent designated in the Trustee written notice of not less than one (1) Business Day offer to purchase relating to the Tender Offer, needed to fund any purchases by Depositor of its intention to deliver a Release Notice publicly-traded common stock in the Tender Offer and (iii) of the balance, to the Trustee for acknowledgmentDepositor in accordance with the instructions set forth in such certificate. 5.2 if at (g) Unless otherwise specified in any time prior certificate sent by Depositor to the Escrow End Date, the Escrow Agent receives a written notice from pursuant to this Section 3, upon actual receipt by Escrow Agent of any such certificate, Escrow Agent shall promptly distribute the Company dated no later than total amount of Escrow Property specified in such certificate by wire transfer to . For the next Business Day following the Trigger Date setting forth the date on which a Special Mandatory Redemption will occur (a “Redemption Notice”) in the form avoidance of Exhibit C hereto, executed by an Authorized Person of the Company and acknowledged by the Trustee (solely for purposes of confirming the amounts set forth therein, such confirmation not to be unreasonably withheld or delayed)doubt, the Escrow Agent shall liquidate the Escrow Property no later than one (1) Business Day prior to the date specified not be responsible for the Special Mandatory Redemption, and shall release the Escrow Property as directed and in the manner set forth in the Redemption Notice; The Company shall give the Trustee written notice of not less than one (1) Business Day of its intention to deliver a Redemption Notice to the Trustee for acknowledgment. 5.3 if on the Initial Escrow End Date, the Escrow Agent has not received (a) (i) a written notice from the Company indicating its election to extend the Initial Escrow End Date to the First Escrow Extension Date and (ii) independently verifying the amount of the First Additional Interest Deposit as set forth specified in Section 3.2, or (b) a Release Notice, the Escrow Agent shall give written notice to the Trustee within one (1) Business Day of the Initial Escrow End Date of a release of Escrow Property any certificate received under this Section 5.3 and, not less than one (1) Business Day after the date of such notice, (x) release the Escrow Property (less any interest or other income received from the investment or reinvestment thereof pursuant to Section 4) to the Trustee, by wire transfer of immediately available funds to the account set forth in Section 12.4 (or such other account as the Trustee shall have specified by notice to the Escrow Agent), and (y) after making the transfer described in the preceding clause (x), release all amounts remaining in the Escrow Account to the Company, by wire transfer of immediately available funds to the account set forth in Section 12.4 (or such other account as the Company shall have specified by notice to the Escrow Agent); 5.4 if on the First Escrow Extension Date, the Escrow Agent has not received (a) (i) a written notice from the Company indicating its election to extend the Initial Escrow End Date to the Second Escrow Extension Date and (ii) the amount of the Second Additional Interest Deposit as set forth in Section 3.3, or (b) a Release Notice, the Escrow Agent shall give written notice to the Trustee within one (1) Business Day of the First Escrow Extension Date of a release of Escrow Property under this Section 5.4 and, not less than one (1) Business Day after the date of such notice, (x) release the Escrow Property (less any interest or other income received from the investment or reinvestment thereof pursuant to Section 4) to the Trustee, by wire transfer of immediately available funds to the account set forth in Section 12.4 (or such other account as the Trustee shall have specified by notice to the Escrow Agent), and (y) after making the transfer described in the preceding clause (x), release all amounts remaining in the Escrow Account to the Company, by wire transfer of immediately available funds to the account set forth in Section 12.4 (or such other account as the Company shall have specified by notice to the Escrow Agent); 5.5 if on the Second Escrow Extension Date, the Escrow Property shall not have been released pursuant to Section 5.1, 5.2, 5.3, 5.4 or 5.6, then the Escrow Agent shall, on the Second Escrow Extension Date, give written notice to the Trustee within one (1) Business Day of the Second Escrow Extension Date of a release of Escrow Property under this Section 5.5 and, not less than one (1) Business Day after the date of such notice, (x) release the Escrow Property (less any interest or other income received from the investment or reinvestment thereof pursuant to Section 4) to the Trustee, by wire transfer of immediately available funds to the account set forth in Section 12.4 (or such other account as the Trustee shall have specified by notice to the Escrow Agent), and (y) after making the transfer described in the preceding clause (x), release all amounts remaining in the Escrow Account to the Company, by wire transfer of immediately available funds to the account set forth in Section 12.4 (or such other account as the Company shall have specified by notice to the Escrow Agent); or 5.6 if at any time prior to the Escrow End Date, the Escrow Agent receives an entitlement order or instructions, as applicable, from the Trustee pursuant to Section 3.4(d) hereof, executed by the Trustee, the Escrow Agent shall liquidate the Escrow Property no later than one (1) Business Day prior to the date specified in such entitlement order or instructions, as the case may be, for the release of such Escrow Property and shall release the Escrow Property as directed and in the manner set forth in such entitlement order or instructions from the Trustee pursuant to Section 3.4(d) hereof, as the case may be; it being understood that the Trustee shall not deliver any such entitlement order or instructions in reliance on this Section 5.6 unless an Event of Default has occurred and is continuing under the Indenture3.

Distribution of the Escrow Property. The Escrow Agent is directed to distribute the Escrow Property in the following manner: 5.1 if at any time prior to the Initial Escrow End Date, as may be extended to the First Escrow Extension Date or the Second Escrow Extension Date pursuant to this Agreement (the “Escrow End Date”), the Escrow Release Conditions (as defined in Section 6 hereof) are satisfied and the Escrow Agent receives (i) a certificate from the Company substantially in the form of Exhibit A, dated as of the date the Escrow Property is to be released pursuant to the Release Notice (as defined below), executed by at least two Officers an Authorized Person of the Company, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, Company and certifying to the Escrow Agent as to the matters set forth therein (an “Officers’ Officer’s Certificate”) ), and (ii) a written notice substantially in the form of Exhibit B, executed by an Authorized Person of the Company and acknowledged countersigned by the Trustee Administrative Agent (a “Release Notice”), the Escrow Agent shall within one (1) Business Day, provided that the Release Notice is received by 11:00 11 :00 a.m. local time in the City of New York on the prior Business Day, release the Escrow Property as directed and in the manner set forth in the Release Notice; The Company shall give the Trustee written notice of not less than one (1) Business Day of its intention to deliver a Release Notice to the Trustee for acknowledgment.; 5.2 if at any time prior to the Escrow End Date, the Escrow Agent receives a written notice from the Company dated no later than the next Business Day following the Trigger Date setting forth the date on which a Special Mandatory Redemption Prepayment will occur (a “Redemption Prepayment Notice”) in the form of Exhibit C hereto, executed by an Authorized Person of the Company and acknowledged countersigned by the Trustee Administrative Agent (solely for purposes of confirming the amounts set forth therein, such confirmation not to be unreasonably withheld or delayed), the Escrow Agent shall liquidate the Escrow Property no later than one (1) Business Day prior to the date specified for the Special Mandatory RedemptionPrepayment, and shall release the Escrow Property as directed and in the manner set forth in the Redemption Prepayment Notice; The Company shall give the Trustee written notice of not less than one (1) Business Day of its intention to deliver a Redemption Notice to the Trustee for acknowledgment.; 5.3 if on the Initial Escrow End Date, the Escrow Agent has not received (a) (i) a written notice from the Company indicating its election to extend the Initial Escrow End Date to the First Escrow Extension Date and (ii) the amount of the First Additional Interest Deposit as set forth in Section 3.2, or (b) a Release Notice, the Escrow Agent shall give written notice to the Trustee within one (1) Business Day of the Initial Escrow End Date of a release of Escrow Property under this Section 5.3 and, not less than one (1) Business Day after the date of such notice, (x) release the Escrow Property (less any interest or other income received from the investment or reinvestment thereof pursuant to Section 4) to the TrusteeAdministrative Agent, by wire transfer of immediately available funds to the account set forth in Section 12.4 11.4 (or such other account as the Trustee Administrative Agent shall have specified by notice to the Escrow Agent), and (yb) after making the transfer described in the preceding clause (xa), release all amounts remaining in the Escrow Account to the Company, by wire transfer of immediately available funds to the account set forth in Section 12.4 11.4 (or such other account as the Company shall have specified by notice to the Escrow Agent); 5.4 if on the First Escrow Extension Date, the Escrow Agent has not received (a) (i) a written notice from the Company indicating its election to extend the Initial Escrow End Date to the Second Escrow Extension Date and (ii) the amount of the Second Additional Interest Deposit as set forth in Section 3.3, or (b) a Release Notice, the Escrow Agent shall give written notice to the Trustee within one (1) Business Day of the First Escrow Extension Date of a release of Escrow Property under this Section 5.4 and, not less than one (1) Business Day after the date of such notice, (x) release the Escrow Property (less any interest or other income received from the investment or reinvestment thereof pursuant to Section 4) to the TrusteeAdministrative Agent, by wire transfer of immediately available funds to the account set forth in Section 12.4 11.4 (or such other account as the Trustee Administrative Agent shall have specified by notice to the Escrow Agent), and (yb) after making the transfer described in the preceding clause (xa), release all amounts remaining in the Escrow Account to the Company, by wire transfer of immediately available funds to the account set forth in Section 12.4 11.4 (or such other account as the Company shall have specified by notice to the Escrow Agent); 5.5 if on the Second Escrow Extension Date, Date the Escrow Property shall not have been released pursuant to Section 5.1, 5.2, 5.3, 5.4 or 5.6, then the Escrow Agent shall, on the Second Escrow Extension Date, give written notice to the Trustee within one (1) Business Day of the Second Escrow Extension Date of a release of Escrow Property under this Section 5.5 and, not less than one (1) Business Day after the date of such notice, (xa) release the Escrow Property (less any interest or other income received from the investment or reinvestment thereof pursuant to Section 4) to the TrusteeAdministrative Agent, by wire transfer of immediately available funds to the account set forth in Section 12.4 11.4 (or such other account as the Trustee Administrative Agent shall have specified by notice to the Escrow Agent), and (yb) after making the transfer described in the preceding clause (xa), release all amounts remaining in the Escrow Account to the Company, by wire transfer of immediately available funds to the account set forth in Section 12.4 11.4 (or such other account as the Company shall have specified by notice to the Escrow Agent); or 5.6 if at any time prior to the Escrow End Date, the Escrow Agent receives an entitlement order or instructions, as applicable, from the Trustee Administrative Agent pursuant to Section 3.4(d) hereof, executed by the TrusteeAdministrative Agent, the Escrow Agent shall liquidate the Escrow Property no later than one (1) Business Day prior to the date specified in such entitlement order or instructions, as the case may be, for the release of such Escrow Property and shall release the Escrow Property as directed and in the manner set forth in such entitlement order or instructions from the Trustee Administrative Agent pursuant to Section 3.4(d) hereof, as the case may be; it being understood that the Trustee Administrative Agent shall not deliver any such entitlement order or instructions in reliance on this Section 5.6 unless (a) an Event of Default has occurred and is continuing under and (b) a notice of acceleration of the Indenturematurity of the Advances has been delivered to the Company in accordance with Section 6.01(ii) of the Credit Agreement, and any Advance remains unpaid.