Common use of Escrow of Proceeds; Escrow Conditions Clause in Contracts

Escrow of Proceeds; Escrow Conditions. (a) The Issuers will enter into an escrow agreement (as amended, supplemented or modified from time to time, the “Escrow Agreement”) with the Trustee and Wilmington Trust, National Association, as escrow agent (in such capacity, together with its successors, the “Escrow Agent”). On the Issue Date, the Issuers will deposit (or cause to be deposited) the gross proceeds of the offering of the Notes sold on the Issue Date into an escrow account (the “Escrow Account”) and the Issuer will also deposit (or cause to be deposited) to the Escrow Account additional cash and Eligible Escrow Investments, in an amount sufficient (as reasonably determined by the Issuers taking into account investment income therefrom and proceeds thereof) that, when taken together with the proceeds of the offering of the Notes deposited into the Escrow Account, will be sufficient to fund a Special Mandatory Redemption of the Notes on November 1, 2014, if a Special Mandatory Redemption were to occur on such date, plus an amount equal to six days of interest accrued on the Notes (collectively, and together with any other property from time to time held by the Escrow Agent in the Escrow Account, the “Escrow Property”). In addition, pursuant to the Escrow Agreement, on the date that is five Business Days prior to the last day of each month beginning on October 31, 2014, and ending on April 30, 2015 (in each case, unless the Escrow Release Date has occurred), the Issuer will deposit (or cause to be deposited) to the Escrow Account an amount of cash equal to thirty days of interest accrued on the Notes (or with respect to the deposit five Business Days prior to April 30, 2015, equal to interest from April 30, 2015 to and including May 26, 2015) (in each case, as calculated in accordance with the terms of this Indenture). The Escrow Property will be held in the Escrow Account until the earliest of (i) the date on which the Issuer delivers to the Escrow Agent the Officer’s Certificate referred to in the Escrow Agreement, (ii) the Escrow End Date, (iii) the date on which the Issuer delivers notice to the Escrow Agent to the effect set forth in Section 5.9(b) and (iv) the date that is three Business Days after the Issuer fails to timely deposit (or cause to be timely deposited) any amounts required by this Section 3.24(a) on any applicable deposit date; provided, that, if an interest payment date in respect of the Notes occurs prior to the Escrow Release, then, on such interest payment date, a portion of the Escrow Property in an amount equal to the amount of accrued and unpaid interest from the Issue Date or the most recent interest payment date, as applicable, shall be released from the Escrow Account by the Escrow Agent and paid to the Trustee for payment to Holders of beneficial interests in the Notes in accordance with this Indenture. The Issuers will grant the Trustee, for its benefit and the benefit of the Holders of the Notes, subject to certain Liens of the Escrow Agent, a first-priority security interest in the Escrow Account and all deposits and investment property therein to secure the payment of the Special Mandatory Redemption Price (as defined below); provided, however, that such Lien and security interest shall automatically be released and terminate at such time as the Escrow Property is released from the escrow on the Escrow Release Date. The Escrow Agent will invest the Escrow Property in such Eligible Escrow Investments as the Issuers may from time to time direct in writing. (b) [Reserved]. (c) The Issuer will only be entitled to direct the Escrow Agent to release Escrow Property in accordance with the Escrow Agreement (in which case the Escrow Property will be paid to or as directed by the Issuers) (the “Escrow Release”) upon delivery to the Escrow Agent, on or prior to the Escrow End Date, of an Officer’s Certificate, certifying that the following conditions have been or, substantially concurrently with the release of the Escrow Property, will be satisfied (the date of delivery of such certificate to the Escrow Agent is hereinafter referred to as the “Escrow Release Date”): (1) (A) all conditions precedent to the consummation of the Acquisition will have been satisfied or waived in accordance with the terms of the Arrangement Agreement and Plan of Merger (other than those conditions that by their terms are to be satisfied substantially concurrently with the consummation of the Acquisition) and (B) the Escrow Property will have been used to consummate the Transactions; provided that the terms of the Arrangement Agreement and Plan of Merger shall not have been amended, modified, consented to or waived and the Arrangement Agreement and Plan of Merger shall not have been terminated on or prior to the Escrow Release Date except for such amendments, consents or waivers that are not materially adverse to the Issuer or any of its Subsidiaries (after giving effect to the consummation of the Transactions), taken as a whole, or to the Holders of the Notes (it being understood that (a) any reduction in the purchase price of, or consideration for, the Acquisition is not materially adverse to the interests of the Holders of the Notes, but any reduction in the cash consideration in excess of 15% shall reduce the Credit Agreement and (b) any amendment to the definition of “Company Material Adverse Effect” is materially adverse to the interests of the Holders of the Notes; (2) all conditions precedent to the effectiveness of, and borrowings under, the Credit Agreement (other than the release of the Escrow Property) have been satisfied or waived, and prior to or substantially concurrently with the release of the funds from the Escrow Account, the borrowings under the Credit Agreement to be drawn in connection with the Acquisition shall be available to the Issuer on the Escrow Release Date; and (3) the Guarantors shall have, by execution and delivery of the Supplemental Indenture, effective upon the Escrow Release Date, become, or substantially concurrently with the release of the Escrow Property shall become, parties to this Indenture and the other transaction documents (including, without limitation, the Collateral Documents and the Bank Intercreditor Agreement, but in each case only to the extent such Subsidiary has become a guarantor under, and pledged its assets to secure, the Credit Agreement). (d) If (A) the Issuers have not delivered an Officer’s Certificate described under paragraph (a) above or (B) a Special Mandatory Redemption Event has not occurred, in each case, prior to 12:00 p.m. (New York City time) on March 30, 2015, the Escrow Agreement provides that the Escrow Agent shall liquidate a portion of the Escrow Property and shall by no later than 10:00 a.m. (New York City time) on April 1, 2015, without any action of the Issuers (unless liquidation direction is required pursuant to the terms of the Escrow Agreement), transfer to the Trustee, in immediately available funds, Escrow Property in an amount in cash equal to the interest payment due on Notes on such date pursuant to the wire and delivery instructions (or via internal transfer) provided pursuant to the Escrow Agreement; provided that, in the event the Escrow Property is invested in more than one Eligible Escrow Investment, then the Escrow Agreement provides that Issuers shall deliver a written instruction to the Escrow Agent specifying which Eligible Escrow Investment is to be liquidated pursuant to the Escrow Agreement.

Escrow of Proceeds; Escrow Conditions. (a) The Issuers will enter into an escrow agreement (as amended, supplemented or modified from time to time, Unless the “Escrow Agreement”) Merger is consummated substantially concurrently with the Trustee and Wilmington TrustIssue Date, National Association, as escrow agent (in such capacity, together with its successors, the “Escrow Agent”). On on the Issue Date, the Issuers will Issuer, the Escrow Agent and the Trustee shall enter into the Escrow Agreement and on the Issue Date, the Issuer shall deposit (or cause to be deposited) , an amount equal to the gross net proceeds of the offering of the Notes sold on the Issue Date into an escrow account (the “Escrow Account”) and the Issuer will also deposit (or cause to be deposited) to the Escrow Account additional cash and Eligible Escrow Investments, in an amount sufficient (as reasonably determined by the Issuers taking into account investment income therefrom and proceeds thereof) that, when taken together with the proceeds of the offering of the Notes deposited into the Escrow Account, will be sufficient to fund a Special Mandatory Redemption of the Notes on November 1, 2014, if a Special Mandatory Redemption were to occur on such dateDate, plus an amount equal to six at least five days of interest accrued on the Notes (collectivelyNotes, and together with any other property from time to time held by into an escrow account established at the Escrow Agent in the name of the Issuer (the “Escrow Account” and together with such deposited amount and all funds, securities or other property now or hereafter credited to the Escrow Account, plus all investments, interest, dividends, proceeds and other distributions and payments on any of the foregoing, the “Escrow Escrowed Property”). In addition, pursuant on or prior to the Escrow Agreement, on the date that is five Business Days prior to the last day of each month beginning on October 31month, 2014, from and ending on April 30, 2015 including May 2018 through and including November 2018 (in each case, unless the Escrow Release Date has occurred), the Issuer will shall deposit (or cause to be deposited) to deposited into the Escrow Account an amount of cash equal to thirty days the amount of interest accrued that will accrue on the Notes from (or with respect to the deposit five Business Days prior to April 30, 2015, equal to interest from April 30, 2015 to and including May 26, 2015) (in each case, as calculated in accordance with the terms of this Indenture). The Escrow Property will be held in the Escrow Account until the earliest of (iincluding) the date on which first day of the Issuer delivers to the Escrow Agent the Officer’s Certificate referred to in the Escrow Agreement, following month through (iiand including) the Escrow End Date, (iii) the date on which the Issuer delivers notice to the Escrow Agent to the effect set forth in Section 5.9(b) and (iv) the date that is three Business Days after the Issuer fails to timely deposit (or cause to be timely deposited) any amounts required by this Section 3.24(a) on any applicable deposit date; provided, that, if an interest payment date in respect last day of the Notes occurs prior to the Escrow Release, then, on such interest payment date, a portion of the Escrow Property in an amount equal to the amount of accrued and unpaid interest from the Issue Date or the most recent interest payment date, as applicable, shall be released from the Escrow Account by the Escrow Agent and paid to the Trustee for payment to Holders of beneficial interests in the Notes in accordance with this Indenture. The Issuers will grant the Trustee, for its benefit and the benefit of the Holders of the Notes, subject to certain Liens of the Escrow Agent, a first-priority security interest in the Escrow Account and all deposits and investment property therein to secure the payment of the Special Mandatory Redemption Price (as defined below); provided, however, that such Lien and security interest shall automatically be released and terminate at such time as the Escrow Property is released from the escrow on the Escrow Release Date. The Escrow Agent will invest the Escrow Property in such Eligible Escrow Investments as the Issuers may from time to time direct in writingfollowing month. (b) [Reserved]. (c) The Issuer will only shall be entitled to direct the Escrow Agent to release Escrow the Escrowed Property in accordance with the procedures contained in the Escrow Agreement (in which case the Escrow Property will be paid to or as directed by the Issuers) (the “Escrow Release”) upon ), including the delivery to the Trustee and Escrow Agent, on or prior to the Escrow End Date, of an Officerofficer’s Certificatecertificate (in form and substance required pursuant to the terms of the Escrow Agreement), certifying that the following conditions (the “Escrow Conditions”) have been or, substantially concurrently with the release of the Escrow Property, will be satisfied met (the date of delivery of such certificate to the Escrow Agent Release is hereinafter referred to as the “Escrow Release Date”): (1i) (A) substantially concurrently with the Escrow Release, all of the conditions precedent to the consummation of the Acquisition will Merger shall have been satisfied or waived in accordance with the terms of the Arrangement Agreement and Plan of Merger (other than those conditions that by their terms are to be satisfied substantially concurrently with the consummation of the Acquisition) and (B) the Escrow Property will have been used to consummate the Transactions; provided that the terms of the Arrangement Agreement and Plan of Merger shall not have been amended, modified, consented to or waived and the Arrangement Agreement and Plan of Merger shall not have been terminated on or prior to the Escrow Release Date except for such amendments, consents or waivers that are not materially adverse to the Issuer or any of its Subsidiaries (after giving effect to the consummation of the TransactionsMerger), taken as a whole, or to the Holders of the Notes (it being understood that (a) any reduction in the purchase price of, or consideration for, the Acquisition is not materially adverse to the interests of the Holders of the Notes, but any reduction in the cash consideration in excess of 15% shall reduce the Credit Agreement and (b) any amendment to the definition of “Company Material Adverse Effect” is materially adverse to the interests of the Holders of the Notes; (2ii) all conditions precedent to no default or event of default shall have occurred and be continuing under the effectiveness of, Indenture and borrowings under, the Credit Agreement this Second Supplemental Indenture; and (other than the release of the Escrow Propertyiii) have been satisfied or waived, and prior to or substantially concurrently with the release of the funds from the Escrow AccountRelease, the borrowings under Assumption shall have occurred and the Credit Agreement to be drawn in connection with the Acquisition Subsidiary Guarantees, if any, shall be available to the Issuer on the Escrow Release Date; and (3) the Guarantors shall have, by execution and delivery of the Supplemental Indenture, effective upon the Escrow Release Date, become, or substantially concurrently with the release of the Escrow Property shall become, parties to this Indenture and the other transaction documents (including, without limitation, the Collateral Documents and the Bank Intercreditor Agreement, but in each case only to the extent such Subsidiary has become a guarantor under, and pledged its assets to secure, the Credit Agreement)effective. (d) If (A) the Issuers have not delivered an Officer’s Certificate described under paragraph (a) above or (B) a Special Mandatory Redemption Event has not occurred, in each case, prior to 12:00 p.m. (New York City time) on March 30, 2015, the Escrow Agreement provides that the Escrow Agent shall liquidate a portion of the Escrow Property and shall by no later than 10:00 a.m. (New York City time) on April 1, 2015, without any action of the Issuers (unless liquidation direction is required pursuant to the terms of the Escrow Agreement), transfer to the Trustee, in immediately available funds, Escrow Property in an amount in cash equal to the interest payment due on Notes on such date pursuant to the wire and delivery instructions (or via internal transfer) provided pursuant to the Escrow Agreement; provided that, in the event the Escrow Property is invested in more than one Eligible Escrow Investment, then the Escrow Agreement provides that Issuers shall deliver a written instruction to the Escrow Agent specifying which Eligible Escrow Investment is to be liquidated pursuant to the Escrow Agreement.

Escrow of Proceeds; Escrow Conditions. (a) The Issuers will shall enter into an escrow agreement (as amended, supplemented or modified from time to time, the “Escrow Agreement”) Agreement with the Trustee and Wilmington Trust, U.S. Bank National Association, as escrow agent and as securities intermediary and bank (in such capacity, together with its successors, the “Escrow Agent”). On In accordance with the Issue DateEscrow Agreement, (1) the Issuers will shall deposit (or cause to be deposited) an amount equal to the gross proceeds of the offering of the Secured Notes sold on the Issue Date into an escrow account (the “Escrow Account”) and (2) either (x) the Issuer Issuers will also deposit (or cause to be deposited) in cash or (y) Holdings or its Affiliates will cause the issuing lenders under STG’s existing revolving credit facility to issue letters of credit for the benefit of the Escrow Account additional cash Agent and Eligible Escrow Investmentsthe Holders of the Secured Notes (or a combination of (x) and (y)), in each case of (x) and (y), in an amount sufficient (as reasonably determined by the Issuers taking into account investment income therefrom and proceeds thereof) that, when taken together with the proceeds of the offering of the Secured Notes deposited into the Escrow Account, will be sufficient to fund a Special Mandatory Redemption of the Secured Notes on November September 1, 20142019, if a Special Mandatory Redemption were to occur on such datedate (collectively and, plus an amount equal to six days of interest accrued on the Notes (collectively, and together with any other property from time to time held by the Escrow Agent in the Escrow Account, the “Escrow Escrowed Property”). In addition, . (b) Unless the Issuers have then directed the Escrow Agent to release the Escrowed Property pursuant to clause (e) of this Section 4.17 or delivered notice to the Escrow AgreementAgent to the effect set forth in clause (ii) of Section 3.10, on the date that is five two (2) Business Days prior to the last first day of each month beginning on October 31September 1, 20142019, and ending on April 30February 1, 2015 2020 (in each case, unless the Escrow Release Date has occurred), either (x) the Issuer will Issuers shall, within one (1) Business Day, deposit (or cause to be deposited) to cash into the Escrow Account an amount or (y) Holdings or its Affiliate shall, within one (1) Business Day, cause the issuing lenders under STG’s existing revolving credit facility to issue letters of cash credit for the benefit of the Escrow Agent and the Holders of the Secured Notes (or a combination of (x) and (y)), in each case, equal to thirty days one month of interest accrued that would accrue on the Secured Notes (or with respect to the deposit five two (2) Business Days prior to April 30February 1, 20152020, equal to interest from April 30February 1, 2015 2020 to and including May 26, 2015but excluding the Escrow End Date) (in each case, as calculated by the Issuers on the basis of a 360 day year comprised of twelve 30-day months and otherwise in accordance with the terms of this Indenture). . (c) The Escrow Escrowed Property will shall be held in the Escrow Account until the earliest of (i) the date on which the Issuer delivers Issuers deliver to the Escrow Agent the Officer’s Certificate referred to in the Escrow AgreementSection 4.17(e), (ii) the Escrow End Date, Date and (iii) the date on which the Issuer delivers Issuers deliver notice to the Escrow Agent to the effect set forth in clause (ii) of Section 5.9(b) and (iv) the date that is three Business Days after the Issuer fails to timely deposit (or cause to be timely deposited) any amounts required by this Section 3.24(a) on any applicable deposit date3.10; provided, provided that, if an interest payment date in respect of the Notes occurs prior Issuers may, pursuant to the Escrow Release, then, on such interest payment date, a portion terms of the Escrow Agreement, withdraw Escrowed Property in an amount equal sufficient to make any required interest payments on the amount of accrued and unpaid interest from the Issue Date or the most recent interest payment date, as applicable, shall be released from the Escrow Account by the Escrow Agent and paid to the Trustee for payment to Holders of beneficial interests in the Notes in accordance with this Indenture. Secured Notes. (d) The Issuers will shall grant the Trustee, for its benefit and the benefit of the Holders of the NotesHolders, subject to certain Liens of the Escrow AgentAgent as set forth in the Escrow Agreement, a first-priority security interest in the Escrow Account and all deposits and investment property Eligible Escrow Investments therein to secure the payment of the Special Mandatory Redemption Price (as defined below)Price; provided, however, that such Lien and security interest shall automatically be released and terminate at such time as the Escrow Escrowed Property is released from the escrow Escrow Account on the Escrow Release Date. The Escrow Agent will invest the Escrow Escrowed Property in such Eligible Escrow Investments Investments, and liquidate such Eligible Escrow Investments, as the Issuers may will from time to time direct in writing. (be) [Reserved]. (c) The Issuer will Subject to Section 3.10, the Issuers shall only be entitled to direct the Escrow Agent to release Escrow Escrowed Property in accordance with the Escrow Agreement (in which case the Escrow Escrowed Property will shall be paid to or as directed by the Issuers) (the “Escrow Release”) upon delivery to the Escrow Agent, on or prior to the Escrow End Date, of an Officer’s Certificate, certifying that the following conditions (collectively, the “Escrow Conditions”) have been or, substantially concurrently with the release of the Escrow Escrowed Property, will be satisfied (the date of delivery of such certificate to the Escrow Agent Release is hereinafter referred to as the “Escrow Release Date”): (1) (A) all conditions precedent to the consummation of the Acquisition will have been satisfied or waived in accordance with the terms of the Arrangement Acquisition Agreement and Plan of Merger (other than those conditions that by their terms are to be satisfied substantially concurrently with the consummation of the Acquisition, but subject to the satisfaction or waiver of such conditions) and (B) the Escrow Escrowed Property will have been be used to consummate consummate, or used in connection with the Transactionsfinancing of, the Acquisition; provided that the terms of the Arrangement Acquisition Agreement and Plan of Merger shall has not have been amended, modified, consented to or waived and the Arrangement Agreement and Plan of Merger shall not have been terminated on or prior to the Escrow Release Date except for such amendments, consents or waivers in a manner that are not materially adverse to the Issuer or any of its Subsidiaries (after giving effect to the consummation of the Transactions), taken as a whole, or to the Holders of the Notes (it being understood that (a) any reduction in the purchase price of, or consideration for, the Acquisition is not materially adverse to the interests of the Holders of the Notes, but any reduction in the cash consideration in excess of 15% shall reduce the Credit Agreement and (b) any amendment to the definition of “Company Material Adverse Effect” is materially adverse to the interests of the Holders in their capacities as such; provided, further, that no such amendment, modification, consent or waiver shall be deemed materially adverse to the interests of the NotesHolders in their capacities as such if borrowings under the Senior Credit Facilities are made prior to or substantially concurrently with the release of the funds from the Escrow Account; (2) all conditions precedent to the effectiveness of, and borrowings under, the Senior Credit Agreement Facilities (other than the release of the Escrow Escrowed Property) have been satisfied or waived, and prior to or substantially concurrently with the release of the funds from the Escrow Account, the borrowings under the Senior Credit Agreement Facilities to be drawn in connection with the Acquisition shall will be available to the Issuer Diamond Sports Group on the Escrow Release Date; and (3) each Wholly -Owned Subsidiary that is a Domestic Subsidiary of Holdings (other than the Guarantors Issuers) that guarantees Obligations under the Senior Credit Facilities on the Escrow Release Date shall (or shall have) become a Guarantor under the Secured Notes (which may be accomplished, in the case of the RSN Guarantors, by execution and delivery of the Effective Date Supplemental Indenture, effective ). The Escrow Release shall occur promptly upon receipt by the Escrow Release Date, become, or substantially concurrently with the release Agent of the Escrow Property shall become, parties to this Indenture and the other transaction documents (including, without limitation, the Collateral Documents and the Bank Intercreditor Agreement, but in each case only to the extent such Subsidiary has become a guarantor under, and pledged its assets to secure, the Credit Agreement). (d) If (A) the Issuers have not delivered an Officer’s Certificate described under paragraph (a) above or (B) a Special Mandatory Redemption Event has not occurred, in each case, prior certifying to 12:00 p.m. (New York City time) on March 30, 2015the foregoing. Upon the occurrence of the Escrow Release, the Escrow Agreement provides that Account shall be reduced to zero and the Escrow Agent shall liquidate a portion of the Escrow Escrowed Property and interest thereon shall by no later than 10:00 a.m. (New York City time) on April 1, 2015, without any action of the Issuers (unless liquidation direction is required pursuant to the terms of the Escrow Agreement), transfer to the Trustee, be paid out in immediately available funds, Escrow Property in an amount in cash equal to the interest payment due on Notes on such date pursuant to the wire and delivery instructions (or via internal transfer) provided pursuant to the Escrow Agreement; provided that, in the event the Escrow Property is invested in more than one Eligible Escrow Investment, then the Escrow Agreement provides that Issuers shall deliver a written instruction to the Escrow Agent specifying which Eligible Escrow Investment is to be liquidated pursuant to accordance with the Escrow Agreement.

Escrow of Proceeds; Escrow Conditions. (a) The Issuers On the Issue Date, Merger Sub will enter into an escrow agreement (as amended, supplemented or modified from time to time, the “Escrow Agreement”) with the Trustee and Wilmington TrustTrustee, Xxxxx Fargo Bank, National Association, as escrow agent (in such capacity, together with its successors, the “Escrow Agent”)) and Xxxxx Fargo Bank, National Association, as securities intermediary. On the Issue Date, the Issuers Merger Sub will deposit (or cause to be deposited) the gross proceeds of the offering of the Notes sold on the Issue Date into an escrow account (the “Escrow Account”) and the Issuer Merger Sub will also deposit (or cause to be deposited) to the Escrow Account additional cash and Eligible Escrow Investments, in an amount sufficient (as reasonably determined by the Issuers taking into account investment income therefrom and proceeds thereof) of cash that, when taken together with the proceeds of the offering of the Notes deposited into the Escrow Account, will be sufficient to fund a Special Mandatory Redemption of the Notes on November 1September 30, 20142017, if a Special Mandatory Redemption were to occur on such date, plus an amount equal to six days of including accrued interest accrued on the Notes (collectively, and together with any other property from time to time held by the Escrow Agent in the Escrow Account, the “Escrow Escrowed Property”). In addition, pursuant to the Escrow Agreement, on the date that is five three Business Days prior to the last day of each month beginning on October 31September 30, 20142017, and ending on April 30December 28, 2015 2017 (in each case, unless the Escrow Release Date has occurred), the Issuer Merger Sub will deposit (or cause to be deposited) to the Escrow Account an amount of cash equal to thirty days one month of interest accrued on the Notes (or with respect to the deposit five three Business Days prior to April 30December 1, 2015, 2017 equal to interest from April 30December 1, 2015 2017 to and including May 26December 28, 20152017) (in each case, as calculated in accordance with the terms of this Indenture). The Escrow Escrowed Property will be held in the Escrow Account until the earliest of (i) the date on which the Issuer Merger Sub delivers to the Escrow Agent the Officer’s Certificate referred to in the Escrow Agreement, (ii) the Escrow End Date, (iii) the date on which the Issuer Merger Sub delivers notice to the Escrow Agent pursuant to the effect set forth in Section 5.9(b) 3.10 and (iv) the date that is three Business Days after the Issuer Merger Sub fails to timely deposit (or cause to be timely deposited) any amounts required by this Section 3.24(a) 4.17 on any applicable deposit date; provided, that, if an interest payment date in respect of the Notes occurs prior to the Escrow Release, then, on such interest payment date, a portion of the Escrow Property in an amount equal to the amount of accrued and unpaid interest from the Issue Date or the most recent interest payment date, as applicable, shall be released from the Escrow Account by the Escrow Agent and paid to the Trustee for payment to Holders of beneficial interests in the Notes in accordance with this Indenture. The Issuers Merger Sub will grant the Trustee, for its benefit and the benefit of the Holders of the Notes, Notes subject to certain Liens liens of the Escrow Agent, a first-priority security interest in the Escrow Account and all deposits and investment property therein to secure the payment of the Special Mandatory Redemption Price (as defined below); provided, however, that such Lien and security interest shall automatically be released and terminate at such time as the Escrow Property is released from the escrow on the Escrow Release DatePrice. The Escrow Agent will invest the Escrow Escrowed Property in such Eligible Escrow Investments as the Issuers Merger Sub may from time to time direct in writing. (b) [Reserved]. (c) The Issuer Other than in connection with the payment of a semi-annual interest payment pursuant to the terms of this Indenture, Merger Sub will only be entitled to direct the Escrow Agent to release Escrow Escrowed Property in accordance with the Escrow Agreement (in which case the Escrow Escrowed Property will be paid to or as directed by the IssuersMerger Sub) (the “Escrow Release”) upon delivery to the Escrow Agent, on or prior to the Escrow End Date, of an Officer’s Certificate, certifying that the following conditions (the “Escrow Release Conditions”) have been or, substantially concurrently with the release of the Escrow Escrowed Property, will be satisfied (the date of delivery of such certificate to the Escrow Agent Release is hereinafter referred to as the “Escrow Release Date”): (1) (Aa) all conditions precedent to the consummation of the Acquisition Merger will have been satisfied or waived in accordance with the terms of the Arrangement Transaction Agreement and Plan of Merger (other than those conditions that by their terms are to will be satisfied substantially concurrently with the consummation of the AcquisitionMerger) and (Bb) the Escrow Escrowed Property will have been used to consummate the Transactions; provided that the terms of the Arrangement Transaction Agreement and Plan of Merger shall not have been amended, modified, consented to or waived and the Arrangement Transaction Agreement and Plan of Merger shall not have been terminated on or prior to the Escrow Release Date except for such amendments, consents or waivers that are not materially adverse to the Issuer or any of its Subsidiaries (after giving effect to the consummation of the Transactions), taken as a whole, or to the Holders of the Notes (it being understood that (a) any reduction in the purchase price of, or consideration for, the Acquisition Merger is not materially adverse to the interests of the Holders of the Notes, but any reduction in the cash consideration in excess of 15% shall reduce the Credit Agreement and (b) any amendment to the definition of “Company Material Adverse Effect” is materially adverse to the interests of the Holders of the Notes; (2) all conditions precedent to the effectiveness of, and borrowings under, the Credit Agreement (other than the release of the Escrow Property) have been satisfied or waived, and prior to or substantially concurrently with the release of the funds from the Escrow Account, the borrowings under the Credit Agreement to be drawn in connection with the Acquisition shall be available to the Issuer on the Escrow Release Date); and (32) the Guarantors shall have, by execution and delivery of the Supplemental Indenturesupplemental indenture or joinder, as applicable, effective upon the Escrow Release Date, become, or substantially concurrently with the release of the Escrow Escrowed Property shall become, parties to this Indenture and Indenture. The Escrow Release shall occur promptly upon satisfaction of the other transaction documents (including, without limitation, conditions set forth above. Upon the Collateral Documents and occurrence of the Bank Intercreditor Agreement, but in each case only to the extent such Subsidiary has become a guarantor under, and pledged its assets to secure, the Credit Agreement). (d) If (A) the Issuers have not delivered an Officer’s Certificate described under paragraph (a) above or (B) a Special Mandatory Redemption Event has not occurred, in each case, prior to 12:00 p.m. (New York City time) on March 30, 2015Escrow Release, the Escrow Agreement provides that Account shall be reduced to zero and the Escrow Agent shall liquidate a portion of the Escrow Escrowed Property and interest thereon shall by no later than 10:00 a.m. (New York City time) on April 1, 2015, without any action of the Issuers (unless liquidation direction is required pursuant to the terms of the Escrow Agreement), transfer to the Trustee, be paid out in immediately available funds, Escrow Property in an amount in cash equal to the interest payment due on Notes on such date pursuant to the wire and delivery instructions (or via internal transfer) provided pursuant to the Escrow Agreement; provided that, in the event the Escrow Property is invested in more than one Eligible Escrow Investment, then the Escrow Agreement provides that Issuers shall deliver a written instruction to the Escrow Agent specifying which Eligible Escrow Investment is to be liquidated pursuant to accordance with the Escrow Agreement.

Escrow of Proceeds; Escrow Conditions. (a) The Issuers will enter into an escrow agreement (as amended, supplemented or modified from time to time, Unless the “Escrow Agreement”) Merger is consummated substantially concurrently with the Trustee and Wilmington TrustIssue Date, National Association, as escrow agent (in such capacity, together with its successors, the “Escrow Agent”). On on the Issue Date, the Issuers will Issuer, the Escrow Agent and the Trustee shall enter into the Escrow Agreement and on the Issue Date, the Issuer shall deposit (or cause to be deposited) , an amount equal to the gross net proceeds of the offering of the Notes sold on the Issue Date into an escrow account (the “Escrow Account”) and the Issuer will also deposit (or cause to be deposited) to the Escrow Account additional cash and Eligible Escrow Investments, in an amount sufficient (as reasonably determined by the Issuers taking into account investment income therefrom and proceeds thereof) that, when taken together with the proceeds of the offering of the Notes deposited into the Escrow Account, will be sufficient to fund a Special Mandatory Redemption of the Notes on November 1, 2014, if a Special Mandatory Redemption were to occur on such dateDate, plus an amount equal to six at least five days of interest accrued on the Notes (collectivelyNotes, and together with any other property from time to time held by into an escrow account established at the Escrow Agent in the name of the Issuer (the “Escrow Account” and together with such deposited amount and all funds, securities or other property now or hereafter credited to the Escrow Account, plus all investments, interest, dividends, proceeds and other distributions and payments on any of the foregoing, the “Escrow Escrowed Property”). In addition, pursuant on or prior to the Escrow Agreement, on the date that is five Business Days prior to the last day of each month beginning on October 31month, 2014, from and ending on April 30, 2015 including May 2018 through and including November 2018 (in each case, unless the Escrow Release Date has occurred), the Issuer will shall deposit (or cause to be deposited) to deposited into the Escrow Account an amount of cash equal to thirty days the amount of interest accrued that will accrue on the Notes from (or with respect to the deposit five Business Days prior to April 30, 2015, equal to interest from April 30, 2015 to and including May 26, 2015) (in each case, as calculated in accordance with the terms of this Indenture). The Escrow Property will be held in the Escrow Account until the earliest of (iincluding) the date on which first day of the Issuer delivers to the Escrow Agent the Officer’s Certificate referred to in the Escrow Agreement, following month through (iiand including) the Escrow End Date, (iii) the date on which the Issuer delivers notice to the Escrow Agent to the effect set forth in Section 5.9(b) and (iv) the date that is three Business Days after the Issuer fails to timely deposit (or cause to be timely deposited) any amounts required by this Section 3.24(a) on any applicable deposit date; provided, that, if an interest payment date in respect last day of the Notes occurs prior to the Escrow Release, then, on such interest payment date, a portion of the Escrow Property in an amount equal to the amount of accrued and unpaid interest from the Issue Date or the most recent interest payment date, as applicable, shall be released from the Escrow Account by the Escrow Agent and paid to the Trustee for payment to Holders of beneficial interests in the Notes in accordance with this Indenture. The Issuers will grant the Trustee, for its benefit and the benefit of the Holders of the Notes, subject to certain Liens of the Escrow Agent, a first-priority security interest in the Escrow Account and all deposits and investment property therein to secure the payment of the Special Mandatory Redemption Price (as defined below); provided, however, that such Lien and security interest shall automatically be released and terminate at such time as the Escrow Property is released from the escrow on the Escrow Release Date. The Escrow Agent will invest the Escrow Property in such Eligible Escrow Investments as the Issuers may from time to time direct in writingfollowing month. (b) [Reserved]. (c) The Issuer will only shall be entitled to direct the Escrow Agent to release Escrow the Escrowed Property in accordance with the procedures contained in the Escrow Agreement (in which case the Escrow Property will be paid to or as directed by the Issuers) (the “Escrow Release”) upon ), including the delivery to the Trustee and Escrow Agent, on or prior to the Escrow End Date, of an Officerofficer’s Certificatecertificate (in form and substance required pursuant to the terms of the Escrow Agreement), certifying that the following conditions (the “Escrow Conditions”) have been or, substantially concurrently with the release of the Escrow Property, will be satisfied met (the date of delivery of such certificate to the Escrow Agent Release is hereinafter referred to as the “Escrow Release Date”): (1i) (A) substantially concurrently with the Escrow Release, all of the conditions precedent to the consummation of the Acquisition will Merger shall have been satisfied or waived in accordance with the terms of the Arrangement Agreement and Plan of Merger (other than those conditions that by their terms are to be satisfied substantially concurrently with the consummation of the Acquisition) and (B) the Escrow Property will have been used to consummate the Transactions; provided that the terms of the Arrangement Agreement and Plan of Merger shall not have been amended, modified, consented to or waived and the Arrangement Agreement and Plan of Merger shall not have been terminated on or prior to the Escrow Release Date except for such amendments, consents or waivers that are not materially adverse to the Issuer or any of its Subsidiaries (after giving effect to the consummation of the TransactionsMerger), taken as a whole, or to the Holders of the Notes (it being understood that (a) any reduction in the purchase price of, or consideration for, the Acquisition is not materially adverse to the interests of the Holders of the Notes, but any reduction in the cash consideration in excess of 15% shall reduce the Credit Agreement and (b) any amendment to the definition of “Company Material Adverse Effect” is materially adverse to the interests of the Holders of the Notes; (2ii) all conditions precedent to no default or event of default shall have occurred and be continuing under the effectiveness of, Indenture and borrowings under, the Credit Agreement this Third Supplemental Indenture; and (other than the release of the Escrow Propertyiii) have been satisfied or waived, and prior to or substantially concurrently with the release of the funds from the Escrow AccountRelease, the borrowings under Assumption shall have occurred and the Credit Agreement to be drawn in connection with the Acquisition Subsidiary Guarantees, if any, shall be available to the Issuer on the Escrow Release Date; and (3) the Guarantors shall have, by execution and delivery of the Supplemental Indenture, effective upon the Escrow Release Date, become, or substantially concurrently with the release of the Escrow Property shall become, parties to this Indenture and the other transaction documents (including, without limitation, the Collateral Documents and the Bank Intercreditor Agreement, but in each case only to the extent such Subsidiary has become a guarantor under, and pledged its assets to secure, the Credit Agreement)effective. (d) If (A) the Issuers have not delivered an Officer’s Certificate described under paragraph (a) above or (B) a Special Mandatory Redemption Event has not occurred, in each case, prior to 12:00 p.m. (New York City time) on March 30, 2015, the Escrow Agreement provides that the Escrow Agent shall liquidate a portion of the Escrow Property and shall by no later than 10:00 a.m. (New York City time) on April 1, 2015, without any action of the Issuers (unless liquidation direction is required pursuant to the terms of the Escrow Agreement), transfer to the Trustee, in immediately available funds, Escrow Property in an amount in cash equal to the interest payment due on Notes on such date pursuant to the wire and delivery instructions (or via internal transfer) provided pursuant to the Escrow Agreement; provided that, in the event the Escrow Property is invested in more than one Eligible Escrow Investment, then the Escrow Agreement provides that Issuers shall deliver a written instruction to the Escrow Agent specifying which Eligible Escrow Investment is to be liquidated pursuant to the Escrow Agreement.

Escrow of Proceeds; Escrow Conditions. (a) The Issuers Escrow Issuer will enter into an escrow agreement (as amended, supplemented or modified from time to time, the “Escrow Agreement”) with the Trustee and Wilmington Trust, National AssociationDeutsche Bank Trust Company Americas, as escrow agent (in such capacity, together with its successors, the “Escrow Agent”). On the Issue Date, the Issuers Escrow Issuer will deposit (or cause to be deposited) the gross proceeds of the offering of the Notes sold on the Issue Date into an escrow account (the “Escrow Account”) and the Escrow Issuer will also deposit (or cause caused to be deposited) to the Escrow Account additional cash and Eligible Escrow Investments, in an amount sufficient (as reasonably determined by the Issuers taking into account investment income therefrom and proceeds thereof) of cash that, when taken together with the proceeds of the offering of the Notes deposited into the Escrow Account, will be sufficient to fund a Special Mandatory Redemption of the Notes on November 1July 31, 20142016, if a Special Mandatory Redemption were to occur on such date, plus an amount equal to six days of interest accrued on the Notes (collectively, and together with any other property from time to time held by the Escrow Agent in the Escrow Account, the “Escrow Escrowed Property”). In addition, pursuant to the Escrow Agreement, on the date that is five three Business Days prior to the last day of each month beginning on October July 31, 2014, 2016 and ending on April 30March 31, 2015 2017 (in each case, unless the Escrow Release Date has occurred), the Escrow Issuer will deposit (or cause to be deposited) to the Escrow Account an amount of cash equal to thirty days one month of interest accrued on the Notes (or with respect to the deposit five three Business Days prior to April 30the March 31, 20152017, equal to interest from April 301, 2015 2017 to and including May 26April 27, 2015) 2017 (in each case, as calculated in accordance with the terms of this Indenture). The Escrow Escrowed Property will be held in the Escrow Account until the earliest of (i) the date on which the Escrow Issuer delivers to the Escrow Agent the Officer’s Certificate referred to in the Escrow Agreement, (ii) the Escrow End Date, (iii) the date on which the Escrow Issuer delivers notice to the Escrow Agent to the effect set forth in Section 5.9(b) and (iv) the date that is three five Business Days after the Escrow Issuer fails to timely deposit (or cause to be timely deposited) any amounts required by this Section 3.24(a) 3.21 on any applicable deposit date; provided, provided that, if an any interest payment date in respect of the Notes occurs prior to the Escrow Release, then, on such interest payment date, a portion of the Escrow Escrowed Property in an amount equal to the amount of accrued and unpaid interest from the Issue Date or the most recent interest payment date, as applicable, shall be released from the Escrow Account by the Escrow Agent and paid to the Trustee for payment to Holders of beneficial interests in the Notes in accordance with the terms of this Indenture. The Issuers Escrow Issuer will grant the Trustee, for its benefit and the benefit of the Holders of the Notes, subject to certain Liens liens of the Escrow Agent, a first-priority security interest in the Escrow Account and all deposits and investment property therein to secure the payment of the Special Mandatory Redemption Price (as defined below); provided, however, that such Lien lien and security interest shall automatically be released and terminate at such time as the Escrow Escrowed Property is released from the escrow on the Escrow Release Date. The Escrow Agent will invest the Escrow Escrowed Property in such Eligible Escrow Investments as the Issuers Escrow Issuer may from time to time direct in writing. (b) [Reserved]Escrow Issuer will be entitled to direct the Escrow Agent to release a portion of the Escrowed Property in an amount equal to the amount of accrued and unpaid interest from the Issue Date or the most recent interest payment date, as applicable, prior to the Escrow Release in order to satisfy the interest payment obligations in respect of the Notes under this Indenture. (c) The Other than in connection with the payment of a semi-annual interest payment pursuant to the terms of this Indenture as set forth above, Escrow Issuer will only be entitled to direct the Escrow Agent to release Escrow Escrowed Property in accordance with the Escrow Agreement (in which case the Escrow Escrowed Property will be paid to or as directed by the IssuersEscrow Issuer) (the “Escrow Release”) upon delivery to the Escrow AgentAgent with a copy to the Trustee, on or prior to the Escrow End Date, of an Officer’s Certificate, Certificate certifying that the following conditions have been or, substantially concurrently with the release of the Escrow Escrowed Property, will be satisfied (the date of delivery of such certificate to the Escrow Agent is hereinafter referred to as called the “Escrow Release Date”): (1) (A) all conditions precedent to the consummation of the Acquisition will have been satisfied or waived in accordance with the terms of the Arrangement Agreement and Plan of Merger (other than those conditions that by their terms are to be satisfied substantially concurrently with the consummation of the Acquisition) and (B) the Escrow Escrowed Property will have been used to consummate the TransactionsAcquisition; provided that the terms of the Arrangement Agreement and Plan of Merger shall not have been amended, modified, consented to or waived and the Arrangement Agreement and Plan of Merger shall not have been terminated on or prior to the Escrow Release Date except for such amendments, consents or waivers that are not materially adverse to the Issuer or any of its Subsidiaries subsidiaries (after giving effect to the consummation of the Transactions), taken as a whole, or to the Holders of the Notes (it being understood that (a) any reduction in the purchase price of, or consideration for, the Acquisition is not materially adverse to the interests of the Holders of the Notes, but any reduction in the cash consideration in excess of 15% shall reduce the Credit Agreement and (b) any amendment to the definition of “Company Material Adverse Effect” is materially adverse to the interests of the Holders of the Notes); (2) all conditions precedent to the effectiveness of, and borrowings under, the Credit Agreement Agreements (other than the release of the Escrow Escrowed Property) have been satisfied or waived, and prior to or substantially concurrently with the release of the funds from the Escrow Account, the borrowings under the Credit Agreement Agreements to be drawn in connection with the Acquisition shall be available to the Issuer on the Escrow Release Date; and (3) the Guarantors shall have, by execution and delivery of the Supplemental Indenturesupplemental indenture or joinder, as applicable, effective upon the Escrow Release Date, become, or substantially concurrently with the release of the Escrow Escrowed Property shall become, parties to this Indenture and the other transaction documents (including, without limitation, the Collateral Documents and the Bank Intercreditor Agreement, but in each case only to the extent such Subsidiary has become a guarantor under, and pledged its assets to secure, the Credit Agreement)Indenture. (d) If (A) the Issuers have not delivered an Officer’s Certificate described under paragraph (a) above or (B) a Special Mandatory Redemption Event has not occurred, in each case, prior to 12:00 p.m. (New York City time) on March 30, 2015, the Escrow Agreement provides that the Escrow Agent shall liquidate a portion of the Escrow Property and shall by no later than 10:00 a.m. (New York City time) on April 1, 2015, without any action of the Issuers (unless liquidation direction is required pursuant to the terms of the Escrow Agreement), transfer to the Trustee, in immediately available funds, Escrow Property in an amount in cash equal to the interest payment due on Notes on such date pursuant to the wire and delivery instructions (or via internal transfer) provided pursuant to the Escrow Agreement; provided that, in the event the Escrow Property is invested in more than one Eligible Escrow Investment, then the Escrow Agreement provides that Issuers shall deliver a written instruction to the Escrow Agent specifying which Eligible Escrow Investment is to be liquidated pursuant to the Escrow Agreement.

Escrow of Proceeds; Escrow Conditions. (a) The Issuers will shall enter into an escrow agreement (as amended, supplemented or modified from time to time, the “Escrow Agreement”) Agreement with the Trustee and Wilmington Trust, U.S. Bank National Association, as escrow agent and as securities intermediary and bank (in such capacity, together with its successors, the “Escrow Agent”). On In accordance with the Issue DateEscrow Agreement, (1) the Issuers will shall deposit (or cause to be deposited) an amount equal to the gross proceeds of the offering of the Senior Notes sold on the Issue Date into an escrow account (the “Escrow Account”) and (2) either (x) the Issuer Issuers will also deposit (or cause to be deposited) in cash or (y) Holdings or its Affiliates will cause the issuing lenders under STG’s existing revolving credit facility to issue letters of credit for the benefit of the Escrow Account additional cash Agent and Eligible Escrow Investmentsthe Holders of the Senior Notes (or a combination of (x) and (y)), in each case of (x) and (y), in an amount sufficient (as reasonably determined by the Issuers taking into account investment income therefrom and proceeds thereof) that, when taken together with the proceeds of the offering of the Senior Notes deposited into the Escrow Account, will be sufficient to fund a Special Mandatory Redemption of the Senior Notes on November September 1, 20142019, if a Special Mandatory Redemption were to occur on such datedate (collectively and, plus an amount equal to six days of interest accrued on the Notes (collectively, and together with any other property from time to time held by the Escrow Agent in the Escrow Account, the “Escrow Escrowed Property”). In addition, . (b) Unless the Issuers have then directed the Escrow Agent to release the Escrowed Property pursuant to clause (e) of this Section 4.17 or delivered notice to the Escrow AgreementAgent to the effect set forth in clause (ii) of Section 3.10, on the date that is five two (2) Business Days prior to the last first day of each month beginning on October 31September 1, 20142019, and ending on April 30February 1, 2015 2020 (in each case, unless the Escrow Release Date has occurred), either (x) the Issuer will Issuers shall, within one (1) Business Day, deposit (or cause to be deposited) to cash into the Escrow Account an amount or (y) Holdings or its Affiliate shall, within one (1) Business Day, cause the issuing lenders under STG’s existing revolving credit facility to issue letters of cash credit for the benefit of the Escrow Agent and the Holders of the Senior Notes (or a combination of (x) and (y)), in each case, equal to thirty days one month of interest accrued that would accrue on the Senior Notes (or with respect to the deposit five two (2) Business Days prior to April 30February 1, 20152020, equal to interest from April 30February 1, 2015 2020 to and including May 26, 2015but excluding the Escrow End Date) (in each case, as calculated by the Issuers on the basis of a 360 day year comprised of twelve 30-day months and otherwise in accordance with the terms of this Indenture). . (c) The Escrow Escrowed Property will shall be held in the Escrow Account until the earliest of (i) the date on which the Issuer delivers Issuers deliver to the Escrow Agent the Officer’s Certificate referred to in the Escrow AgreementSection 4.17(e), (ii) the Escrow End Date, Date and (iii) the date on which the Issuer delivers Issuers deliver notice to the Escrow Agent to the effect set forth in clause (ii) of Section 5.9(b) and (iv) the date that is three Business Days after the Issuer fails to timely deposit (or cause to be timely deposited) any amounts required by this Section 3.24(a) on any applicable deposit date3.10; provided, provided that, if an interest payment date in respect of the Notes occurs prior Issuers may, pursuant to the Escrow Release, then, on such interest payment date, a portion terms of the Escrow Agreement, withdraw Escrowed Property in an amount equal sufficient to make any required interest payments on the amount of accrued and unpaid interest from the Issue Date or the most recent interest payment date, as applicable, shall be released from the Escrow Account by the Escrow Agent and paid to the Trustee for payment to Holders of beneficial interests in the Notes in accordance with this Indenture. Secured Notes. (d) The Issuers will shall grant the Trustee, for its benefit and the benefit of the Holders of the NotesHolders, subject to certain Liens of the Escrow AgentAgent as set forth in the Escrow Agreement, a first-priority security interest in the Escrow Account and all deposits and investment property Eligible Escrow Investments therein to secure the payment of the Special Mandatory Redemption Price (as defined below)Price; provided, however, that such Lien and security interest shall automatically be released and terminate at such time as the Escrow Escrowed Property is released from the escrow Escrow Account on the Escrow Release Date. The Escrow Agent will invest the Escrow Escrowed Property in such Eligible Escrow Investments Investments, and liquidate such Eligible Escrow Investments, as the Issuers may will from time to time direct in writing. (be) [Reserved]. (c) The Issuer will Subject to Section 3.10, the Issuers shall only be entitled to direct the Escrow Agent to release Escrow Escrowed Property in accordance with the Escrow Agreement (in which case the Escrow Escrowed Property will shall be paid to or as directed by the Issuers) (the “Escrow Release”) upon delivery to the Escrow Agent, on or prior to the Escrow End Date, of an Officer’s Certificate, certifying that the following conditions (collectively, the “Escrow Conditions”) have been or, substantially concurrently with the release of the Escrow Escrowed Property, will be satisfied (the date of delivery of such certificate to the Escrow Agent Release is hereinafter referred to as the “Escrow Release Date”): (1) (A) all conditions precedent to the consummation of the Acquisition will have been satisfied or waived in accordance with the terms of the Arrangement Acquisition Agreement and Plan of Merger (other than those conditions that by their terms are to be satisfied substantially concurrently with the consummation of the Acquisition, but subject to the satisfaction or waiver of such conditions) and (B) the Escrow Escrowed Property will have been be used to consummate consummate, or used in connection with the Transactionsfinancing of, the Acquisition; provided that the terms of the Arrangement Acquisition Agreement and Plan of Merger shall has not have been amended, modified, consented to or waived and the Arrangement Agreement and Plan of Merger shall not have been terminated on or prior to the Escrow Release Date except for such amendments, consents or waivers in a manner that are not materially adverse to the Issuer or any of its Subsidiaries (after giving effect to the consummation of the Transactions), taken as a whole, or to the Holders of the Notes (it being understood that (a) any reduction in the purchase price of, or consideration for, the Acquisition is not materially adverse to the interests of the Holders of the Notes, but any reduction in the cash consideration in excess of 15% shall reduce the Credit Agreement and (b) any amendment to the definition of “Company Material Adverse Effect” is materially adverse to the interests of the Holders in their capacities as such; provided, further, that no such amendment, modification, consent or waiver shall be deemed materially adverse to the interests of the NotesHolders in their capacities as such if borrowings under the Senior Credit Facilities are made prior to or substantially concurrently with the release of the funds from the Escrow Account; (2) all conditions precedent to the effectiveness of, and borrowings under, the Senior Credit Agreement Facilities (other than the release of the Escrow Escrowed Property) have been satisfied or waived, and prior to or substantially concurrently with the release of the funds from the Escrow Account, the borrowings under the Senior Credit Agreement Facilities to be drawn in connection with the Acquisition shall will be available to the Issuer Diamond Sports Group on the Escrow Release Date; and (3) each Wholly-Owned Subsidiary that is a Domestic Subsidiary of Holdings (other than the Guarantors Issuers) that guarantees Obligations under the Senior Credit Facilities on the Escrow Release Date shall (or shall have) become a Guarantor under the Senior Notes (which may be accomplished, in the case of the RSN Guarantors, by execution and delivery of the Effective Date Supplemental Indenture, effective ). The Escrow Release shall occur promptly upon receipt by the Escrow Release Date, become, or substantially concurrently with the release Agent of the Escrow Property shall become, parties to this Indenture and the other transaction documents (including, without limitation, the Collateral Documents and the Bank Intercreditor Agreement, but in each case only to the extent such Subsidiary has become a guarantor under, and pledged its assets to secure, the Credit Agreement). (d) If (A) the Issuers have not delivered an Officer’s Certificate described under paragraph (a) above or (B) a Special Mandatory Redemption Event has not occurred, in each case, prior certifying to 12:00 p.m. (New York City time) on March 30, 2015the foregoing. Upon the occurrence of the Escrow Release, the Escrow Agreement provides that Account shall be reduced to zero and the Escrow Agent shall liquidate a portion of the Escrow Escrowed Property and interest thereon shall by no later than 10:00 a.m. (New York City time) on April 1, 2015, without any action of the Issuers (unless liquidation direction is required pursuant to the terms of the Escrow Agreement), transfer to the Trustee, be paid out in immediately available funds, Escrow Property in an amount in cash equal to the interest payment due on Notes on such date pursuant to the wire and delivery instructions (or via internal transfer) provided pursuant to the Escrow Agreement; provided that, in the event the Escrow Property is invested in more than one Eligible Escrow Investment, then the Escrow Agreement provides that Issuers shall deliver a written instruction to the Escrow Agent specifying which Eligible Escrow Investment is to be liquidated pursuant to accordance with the Escrow Agreement.

Escrow of Proceeds; Escrow Conditions. (a) The Issuers will enter into an escrow agreement (as amended, supplemented or modified from time to time, Unless the “Escrow Agreement”) Merger is consummated substantially concurrently with the Trustee and Wilmington TrustIssue Date, National Association, as escrow agent (in such capacity, together with its successors, the “Escrow Agent”). On on the Issue Date, the Issuers will Issuer, the Escrow Agent and the Trustee shall enter into the Escrow Agreement and on the Issue Date, the Issuer shall deposit (or cause to be deposited) , an amount equal to the gross net proceeds of the offering of the Notes sold on the Issue Date into an escrow account (the “Escrow Account”) and the Issuer will also deposit (or cause to be deposited) to the Escrow Account additional cash and Eligible Escrow Investments, in an amount sufficient (as reasonably determined by the Issuers taking into account investment income therefrom and proceeds thereof) that, when taken together with the proceeds of the offering of the Notes deposited into the Escrow Account, will be sufficient to fund a Special Mandatory Redemption of the Notes on November 1, 2014, if a Special Mandatory Redemption were to occur on such dateDate, plus an amount equal to six at least five days of interest accrued on the Notes (collectivelyNotes, and together with any other property from time to time held by into an escrow account established at the Escrow Agent in the name of the Issuer (the “Escrow Account” and together with such deposited amount and all funds, securities or other property now or hereafter credited to the Escrow Account, plus all investments, interest, dividends, proceeds and other distributions and payments on any of the foregoing, the “Escrow Escrowed Property”). In addition, pursuant on or prior to the Escrow Agreement, on the date that is five Business Days prior to the last day of each month beginning on October 31month, 2014, from and ending on April 30, 2015 including May 2018 through and including November 2018 (in each case, unless the Escrow Release Date has occurred), the Issuer will shall deposit (or cause to be deposited) to deposited into the Escrow Account an amount of cash equal to thirty days the amount of interest accrued that will accrue on the Notes from (or with respect to the deposit five Business Days prior to April 30, 2015, equal to interest from April 30, 2015 to and including May 26, 2015) (in each case, as calculated in accordance with the terms of this Indenture). The Escrow Property will be held in the Escrow Account until the earliest of (iincluding) the date on which first day of the Issuer delivers to the Escrow Agent the Officer’s Certificate referred to in the Escrow Agreement, following month through (iiand including) the Escrow End Date, (iii) the date on which the Issuer delivers notice to the Escrow Agent to the effect set forth in Section 5.9(b) and (iv) the date that is three Business Days after the Issuer fails to timely deposit (or cause to be timely deposited) any amounts required by this Section 3.24(a) on any applicable deposit date; provided, that, if an interest payment date in respect last day of the Notes occurs prior to the Escrow Release, then, on such interest payment date, a portion of the Escrow Property in an amount equal to the amount of accrued and unpaid interest from the Issue Date or the most recent interest payment date, as applicable, shall be released from the Escrow Account by the Escrow Agent and paid to the Trustee for payment to Holders of beneficial interests in the Notes in accordance with this Indenture. The Issuers will grant the Trustee, for its benefit and the benefit of the Holders of the Notes, subject to certain Liens of the Escrow Agent, a first-priority security interest in the Escrow Account and all deposits and investment property therein to secure the payment of the Special Mandatory Redemption Price (as defined below); provided, however, that such Lien and security interest shall automatically be released and terminate at such time as the Escrow Property is released from the escrow on the Escrow Release Date. The Escrow Agent will invest the Escrow Property in such Eligible Escrow Investments as the Issuers may from time to time direct in writingfollowing month. (b) [Reserved]. (c) The Issuer will only shall be entitled to direct the Escrow Agent to release Escrow the Escrowed Property in accordance with the procedures contained in the Escrow Agreement (in which case the Escrow Property will be paid to or as directed by the Issuers) (the “Escrow Release”) upon ), including the delivery to the Trustee and Escrow Agent, on or prior to the Escrow End Date, of an Officerofficer’s Certificatecertificate (in form and substance required pursuant to the terms of the Escrow Agreement), certifying that the following conditions (the “Escrow Conditions”) have been or, substantially concurrently with the release of the Escrow Property, will be satisfied met (the date of delivery of such certificate to the Escrow Agent Release is hereinafter referred to as the “Escrow Release Date”): (1i) (A) substantially concurrently with the Escrow Release, all of the conditions precedent to the consummation of the Acquisition will Merger shall have been satisfied or waived in accordance with the terms of the Arrangement Agreement and Plan of Merger (other than those conditions that by their terms are to be satisfied substantially concurrently with the consummation of the Acquisition) and (B) the Escrow Property will have been used to consummate the Transactions; provided that the terms of the Arrangement Agreement and Plan of Merger shall not have been amended, modified, consented to or waived and the Arrangement Agreement and Plan of Merger shall not have been terminated on or prior to the Escrow Release Date except for such amendments, consents or waivers that are not materially adverse to the Issuer or any of its Subsidiaries (after giving effect to the consummation of the TransactionsMerger), taken as a whole, or to the Holders of the Notes (it being understood that (a) any reduction in the purchase price of, or consideration for, the Acquisition is not materially adverse to the interests of the Holders of the Notes, but any reduction in the cash consideration in excess of 15% shall reduce the Credit Agreement and (b) any amendment to the definition of “Company Material Adverse Effect” is materially adverse to the interests of the Holders of the Notes; (2ii) all conditions precedent to no default or event of default shall have occurred and be continuing under the effectiveness of, Indenture and borrowings under, the Credit Agreement this Fourth Supplemental Indenture; and (other than the release of the Escrow Propertyiii) have been satisfied or waived, and prior to or substantially concurrently with the release of the funds from the Escrow AccountRelease, the borrowings under Assumption shall have occurred and the Credit Agreement to be drawn in connection with the Acquisition Subsidiary Guarantees, if any, shall be available to the Issuer on the Escrow Release Date; and (3) the Guarantors shall have, by execution and delivery of the Supplemental Indenture, effective upon the Escrow Release Date, become, or substantially concurrently with the release of the Escrow Property shall become, parties to this Indenture and the other transaction documents (including, without limitation, the Collateral Documents and the Bank Intercreditor Agreement, but in each case only to the extent such Subsidiary has become a guarantor under, and pledged its assets to secure, the Credit Agreement)effective. (d) If (A) the Issuers have not delivered an Officer’s Certificate described under paragraph (a) above or (B) a Special Mandatory Redemption Event has not occurred, in each case, prior to 12:00 p.m. (New York City time) on March 30, 2015, the Escrow Agreement provides that the Escrow Agent shall liquidate a portion of the Escrow Property and shall by no later than 10:00 a.m. (New York City time) on April 1, 2015, without any action of the Issuers (unless liquidation direction is required pursuant to the terms of the Escrow Agreement), transfer to the Trustee, in immediately available funds, Escrow Property in an amount in cash equal to the interest payment due on Notes on such date pursuant to the wire and delivery instructions (or via internal transfer) provided pursuant to the Escrow Agreement; provided that, in the event the Escrow Property is invested in more than one Eligible Escrow Investment, then the Escrow Agreement provides that Issuers shall deliver a written instruction to the Escrow Agent specifying which Eligible Escrow Investment is to be liquidated pursuant to the Escrow Agreement.

Escrow of Proceeds; Escrow Conditions. (a) The Issuers will Fincos shall enter into an escrow agreement (as amended, supplemented or modified from time to time, the “Escrow Agreement”) Agreement with the Trustee and Wilmington TrustTrustee, National AssociationThe Bank of New York Mellon Trust Company, N.A., as escrow agent and as securities intermediary and bank (in such capacity, together with its successors, the “Escrow Agent”). On In accordance with the Issue DateEscrow Agreement, the Issuers will Fincos shall (1) deposit (or cause to be deposited) an amount equal to the gross proceeds of the offering of the Initial Notes sold on the Issue Date into an escrow account (the “Escrow Account”) and (2) either (x) the Issuer Fincos will also deposit (or cause to be deposited) in cash or (y) Dell International or its Affiliates will cause the issuing lenders under its Existing ABL Credit Facility to issue letters of credit for the benefit of the Escrow Account additional cash Agent and Eligible Escrow Investmentsthe Holders of the Initial Notes (or a combination of (x) and (y)), in such case of (x) and (y), in an amount sufficient (as reasonably determined by the Issuers taking into account investment income therefrom and proceeds thereof) that, when taken together with the proceeds of the offering of the Initial Notes deposited into the Escrow Account, will be sufficient to fund a Special Mandatory Redemption of the Initial Notes on November July 1, 20142016, if a Special Mandatory Redemption were to occur on such datedate (collectively and, plus an amount equal to six days of interest accrued on the Notes (collectively, and together with any other property from time to time held by the Escrow Agent in the Escrow Account, the “Escrow Escrowed Property”). In addition, pursuant . (b) Unless the Fincos have then delivered notice to the Escrow AgreementAgent to the effect set forth in clause (ii) of Section 3.10, on the date that is five two (2) Business Days prior to the last first day of each month beginning on October 31July 1, 20142016, and ending on April 30December 1, 2015 2016 (in each case, unless the Escrow Release Date has occurred) (subject to a grace period of one (1) Business Day as set forth in the Escrow Agreement and in clause (c) below), either (x) the Issuer will Fincos shall deposit (or cause to be deposited) to cash into the Escrow Account an amount or (y) Dell International or its Affiliate shall cause the issuing lenders under the Existing ABL Credit Facility to issue letters of cash credit for the benefit of the Escrow Agent and the Holders of the Notes (or a combination of (x) and (y)), in each case, equal to thirty days one month of interest accrued that would accrue on the Initial Notes (or with respect to the deposit five two (2) Business Days prior to April 30December 1, 20152016, equal to interest from April 30December 1, 2015 2016 to and including May 26, 2015but excluding the Escrow End Date) (in each case, as calculated by the Issuers on the basis of a 360 day year comprised of twelve 30-day months and otherwise in accordance with the terms of this Indenture). . (c) The Escrow Escrowed Property will shall be held in the Escrow Account until the earliest of (i) the date on which the Issuer delivers Fincos deliver to the Escrow Agent the Officer’s Certificate referred to in the Escrow AgreementSection 4.17(e), (ii) the Escrow End Date, (iii) the date on which the Issuer delivers Fincos deliver notice to the Escrow Agent to the effect set forth in clause (ii) of Section 5.9(b) 3.10 and (iv) the date that is three one (1) Business Days Day after either (x) the Issuer fails Fincos fail to timely deposit (or cause to be timely deposited) any in cash and/or (y) Dell International or its Affiliate fails to cause such lenders to issue such letters of credit in such amounts required by this Section 3.24(a) 4.17 on or by any applicable deposit datedate as set forth in clause (a) or (b) above; provided, provided that, if an interest payment date Interest Payment Date in respect of the any series of Initial Notes occurs prior to the Escrow Release, then, on such interest payment dateInterest Payment Date, a portion of the Escrow Escrowed Property in an amount equal to the amount of accrued and unpaid interest on the Initial Notes of such series from the Issue Date or the most recent interest payment dateInterest Payment Date, as applicable, shall to and excluding such Interest Payment Date, shall, upon written direction of the Fincos, be released from the Escrow Account by the Escrow Agent and paid to the Trustee for payment to Holders of beneficial interests in the Initial Notes of such series in accordance with this Indenture. . (d) The Issuers will Fincos shall grant the Trustee, for its benefit and the benefit of the Holders of the NotesHolders, subject to certain Liens of the Escrow AgentAgent as set forth in the Escrow Agreement, a first-priority security interest in the Escrow Account and all deposits and investment property Eligible Escrow Investments therein to secure the payment of the Special Mandatory Redemption Price (as defined below)Price; provided, however, that such Lien and security interest shall automatically be released and terminate at such time as the Escrow Escrowed Property is released from the escrow Escrow Account on the Escrow Release Date. The Escrow Agent will invest the Escrow Escrowed Property in such Eligible Escrow Investments Investments, and liquidate such Eligible Escrow Investments, as the Issuers may Fincos will from time to time direct in writing. Prior to the Escrow Release Date, the Notes will be secured only by a pledge of the Escrow Account and the Escrowed Property. (be) [Reserved]. (c) The Issuer will Subject to Section 3.10, the Fincos shall only be entitled to direct the Escrow Agent to release Escrow Escrowed Property in accordance with the Escrow Agreement (in which case the Escrow Escrowed Property will shall be paid to or as directed by the IssuersFincos) (the “Escrow Release”) upon delivery to the Escrow Agent, on or prior to the Escrow End Date, of an Officer’s Certificate, certifying that the following conditions have been or, substantially concurrently with the release of the Escrow Escrowed Property, will be satisfied (the date of delivery of such certificate to the Escrow Agent Release is hereinafter referred to as the “Escrow Release Date”): (1) (A) all conditions precedent to the consummation of the Acquisition Dell-EMC Merger will have been satisfied or waived in accordance with the terms of the Arrangement Agreement and Plan of Merger (other than those conditions that by their terms are to be satisfied occur substantially concurrently with the consummation of the Acquisition) and (B) the Escrow Property will have been used to consummate the Transactions; provided that the terms of the Arrangement Agreement and Plan of Merger shall not have been amended, modified, consented to or waived and the Arrangement Agreement and Plan of Merger shall not have been terminated on or prior to the Escrow Release Date except for such amendments, consents or waivers that are not materially adverse to the Issuer or any of its Subsidiaries (after giving effect to the consummation of the Transactions), taken as a whole, or to the Holders of the Notes (it being understood that (a) any reduction in the purchase price of, or consideration for, the Acquisition is not materially adverse to the interests of the Holders of the Notes, but any reduction in the cash consideration in excess of 15% shall reduce the Credit Agreement and (b) any amendment to the definition of “Company Material Adverse Effect” is materially adverse to the interests of the Holders of the Notesrelease; (2) all conditions precedent to the effectiveness of, and borrowings under, the Credit Agreement Additional Merger Financing (other than the release of the Escrow PropertyEscrowed Property and any other property relating to the Additional Merger Financing that are subject to escrow arrangements with substantially similar release conditions as those set forth in this Section 4.17(e) in connection with the Dell-EMC Merger) have been satisfied or waivedwaived in all material respects, and prior to or substantially concurrently with the release of the funds from the Escrow Account, the borrowings under the Credit Agreement Additional Merger Financing to be drawn or released from escrow in connection with the Acquisition shall Dell-EMC Merger will be available to the Issuer on the Escrow Release Date; and (3) (A) Dell International has assumed, or substantially concurrently with the Escrow Release shall assume, all of the obligations of Xxxxx 1 under the Initial Notes and this Indenture, (B) EMC has assumed, or substantially concurrently with the Escrow Release shall assume, all of the obligations of Xxxxx 2 under the Initial Notes and this Indenture and (C) the Guarantors shall have, by execution and delivery of the Effective Date Guarantor Supplemental Indenture, effective upon the Escrow Release Date, become, or substantially concurrently with the release of the Escrow Property Release shall become, parties to this Indenture in the capacities described herein and therein and (D) Dell International, EMC and the other transaction documents (includingGuarantors shall become, without limitationor substantially concurrently with the Escrow Release shall become, parties to the Collateral applicable Security Documents and the Bank Intercreditor Agreement, but in each case only to as contemplated by this Indenture. The Escrow Release shall occur promptly upon receipt by the extent such Subsidiary has become a guarantor under, and pledged its assets to secure, the Credit Agreement). (d) If (A) the Issuers have not delivered Escrow Agent of an Officer’s Certificate described under paragraph (a) above or (B) a Special Mandatory Redemption Event has not occurred, in each case, prior certifying to 12:00 p.m. (New York City time) on March 30, 2015the foregoing. Upon the occurrence of the Escrow Release, the Escrow Agreement provides that Account shall be reduced to zero and the Escrow Agent shall liquidate a portion of the Escrow Escrowed Property and interest thereon shall by no later than 10:00 a.m. (New York City time) on April 1, 2015, without any action of the Issuers (unless liquidation direction is required pursuant to the terms of the Escrow Agreement), transfer to the Trustee, be paid out in immediately available funds, Escrow Property in an amount in cash equal to the interest payment due on Notes on such date pursuant to the wire and delivery instructions (or via internal transfer) provided pursuant to the Escrow Agreement; provided that, in the event the Escrow Property is invested in more than one Eligible Escrow Investment, then the Escrow Agreement provides that Issuers shall deliver a written instruction to the Escrow Agent specifying which Eligible Escrow Investment is to be liquidated pursuant to accordance with the Escrow Agreement.

Escrow of Proceeds; Escrow Conditions. (a) The Issuers Merger Sub will enter into an escrow agreement (as amended, supplemented or modified from time to time, the “Escrow Agreement”) with the Trustee and Wilmington TrustXxxxx Fargo Bank, National Association, as escrow agent (in such capacity, together with its successors, the “Escrow Agent”). On the Issue Date, the Issuers Merger Sub will deposit (or cause to be deposited) the gross proceeds of the offering of the Notes sold on the Issue Date into an escrow account (the “Escrow Account”) and the Issuer Merger Sub will also deposit (or cause caused to be deposited) to the Escrow Account additional cash and Eligible Escrow Investments, in an amount sufficient (as reasonably determined by the Issuers Merger Sub taking into account investment income therefrom and proceeds thereof) that, when taken together with the proceeds of the offering of the Notes deposited into the Escrow Account, will be sufficient to fund a Special Mandatory Redemption of the Notes on November July 1, 20142013, if a Special Mandatory Redemption were to occur on such date, plus an amount equal to six three days of interest accrued on the Notes (collectively, and together with any other property from time to time held by the Escrow Agent in the Escrow Account, the “Escrow Escrowed Property”). In addition, pursuant to the Escrow Agreement, on the date that is five Business Days prior to the last day of each month beginning on October 31June 30, 20142013, and ending on April 30February 28, 2015 2014 (in each case, unless the Escrow Release End Date has occurred), the Issuer Merger Sub will deposit (or cause to be deposited) to the Escrow Account an amount of cash equal to thirty days one month of interest accrued on the Notes (or with respect to the deposit five Business Days prior to April 30February 28, 20152014, equal to interest from April 30March 1, 2015 2014 to and including May 26, 2015the Escrow Release Date) (in each case, as calculated in accordance with the terms of this Indenture). The Escrow Escrowed Property will be held in the Escrow Account until the earliest of (i) the date on which the Issuer Merger Sub delivers to the Escrow Agent the Officer’s Certificate referred to in the Escrow Agreement, (ii) the Escrow End Date, (iii) the date on which the Issuer Merger Sub delivers notice to the Escrow Agent to the effect set forth in Section 5.9(b) and (iv) the date that is three Business Days after the Issuer Merger Sub fails to timely deposit (or cause to be timely deposited) any amounts required by this Section 3.24(a) 3.24 on any applicable deposit date; provided, that, if an interest payment date in respect of the Notes occurs prior to the Escrow Release, then, on such interest payment date, a portion of the Escrow Property in an amount equal to the amount of accrued and unpaid interest from the Issue Date or the most recent interest payment date, as applicable, shall be released from the Escrow Account by the Escrow Agent and paid to the Trustee for payment to Holders of beneficial interests in the Notes in accordance with this Indenture. The Issuers Merger Sub will grant the Trustee, for its benefit and the benefit of the Holders of the Notes, subject to certain Liens liens of the Escrow Agent, a first-priority security interest in the Escrow Account and all deposits and investment property therein to secure the payment of the Special Mandatory Redemption Price (as defined below); provided, however, that such Lien lien and security interest shall automatically be released and terminate at such time as the Escrow Escrowed Property is released from the escrow on the Escrow Release Date. The Escrow Agent will invest the Escrow Escrowed Property in such Eligible Escrow Investments as the Issuers Merger Sub may from time to time direct in writing. (b) [Reserved]Merger Sub will be entitled to direct the Escrow Agent to release a portion of the Escrowed Property in an amount equal to the amount of accrued and unpaid interest from the Issue Date or the most recent interest payment date, as applicable, prior to the Escrow Release in order to satisfy the interest payment obligations in respect of the Notes under this Indenture. (c) The Issuer Merger Sub will only be entitled to direct the Escrow Agent to release Escrow Escrowed Property in accordance with the Escrow Agreement (in which case the Escrow Escrowed Property will be paid to or as directed by the IssuersMerger Sub) (the “Escrow Release”) ” upon delivery to the Escrow AgentAgent with a copy to the Trustee, on or prior to the Escrow End Date, of an Officer’s Certificate, Certificate certifying that the following conditions have been or, substantially concurrently with the release of the Escrow Escrowed Property, will be satisfied (the date of delivery of such certificate to the Escrow Agent is hereinafter referred to as called the “Escrow Release Date”): (1) (A) all conditions precedent to the consummation of the Acquisition will have been satisfied or waived in accordance with the terms of the Arrangement Merger Agreement and Plan of Merger (other than those conditions that by their terms are to be satisfied substantially concurrently with the consummation of the Acquisition) and (B) the Escrow Escrowed Property will have been used to consummate the TransactionsAcquisition; provided that the terms of the Arrangement Merger Agreement and Plan of Merger shall not have been amended, modified, consented to or waived and the Arrangement Merger Agreement and Plan of Merger shall not have been terminated on or prior to the Escrow Release Date except for such amendments, consents or waivers that are not materially adverse to the Issuer Merger Sub or any of its Subsidiaries subsidiaries (after giving effect to the consummation of the Transactions), taken as a whole, or to the Holders of the Notes (it being understood that (a) any reduction in the purchase price of, or consideration for, the Acquisition is not materially adverse to the interests of the Holders of the Notes, but any reduction in shall (x) first reduce the cash consideration in excess common equity portion of 15the equity contribution on a dollar-for-dollar basis until the equity contribution has been reduced to 45% shall of the total pro forma debt and equity capitalization of Merger Sub and its subsidiaries on the Escrow Release Date after giving effect to the Transactions and (y) thereafter reduce the equity contribution and each of the Credit Facilities under the Credit Agreement on a pro rata basis and (b) any amendment to the definition of “Company Material Adverse Effect” is materially adverse to the interests of the Holders of the Notes; (2) all conditions precedent to the effectiveness of, and borrowings under, the Credit Agreement (other than the release of the Escrow Escrowed Property) have been satisfied or waived, and prior to or substantially concurrently with the release of the funds from the Escrow Account, the borrowings under the Credit Agreement to be drawn in connection with the Acquisition shall be available to the Issuer Merger Sub on the Escrow Release Date; and (3) Heinz and the Guarantors (other than Holdings) shall have, by execution and delivery of the Supplemental Indenturesupplemental indenture or joinder, as applicable, effective upon the Escrow Release Date, become, or substantially concurrently with the release of the Escrow Escrowed Property shall become, parties to this Indenture and the other transaction documents (including, without limitation, the Collateral Documents and the Bank Intercreditor Agreement, but in each case only to the extent such Subsidiary has become a guarantor under, and pledged its assets to secure, the Credit Agreement)) and the Issuer shall have merged, or substantially concurrently with the Escrow Release will merge, with and into Heinz, with Heinz being the surviving corporation. (d) If (A) the Issuers have Merger Sub has not delivered an Officer’s Certificate described under paragraph clause (ab) above or (B) a Special Mandatory Redemption Event has not occurred, in each case, prior to 12:00 5:00 p.m. (New York City time) on March 30October 14, 20152013, the Escrow Agreement provides that the Escrow Agent shall liquidate a portion of the Escrow Property and shall by no later than 10:00 a.m. (New York City time) on April 1October 15, 20152013, without any action of the Issuers (unless liquidation direction is required pursuant to the terms of the Escrow Agreement)Merger Sub, transfer to the Trustee, in immediately available funds, Escrow Escrowed Property in an amount in cash equal to the interest payment due on Notes on such date pursuant to the wire and delivery instructions (or via internal transfer) provided pursuant to the Escrow Agreement; provided that, in the event the Escrow Property is invested in more than one Eligible Escrow Investment, then the Escrow Agreement provides that Issuers shall deliver a written instruction to the Escrow Agent specifying which Eligible Escrow Investment is to be liquidated pursuant to the Escrow Agreementdate.

Escrow of Proceeds; Escrow Conditions. (a) The Issuers Escrow Issuer will enter into an escrow agreement (as amended, supplemented or modified from time to time, the “Escrow Agreement”) with the Trustee and Wilmington Trust, National AssociationDeutsche Bank Trust Company Americas, as escrow agent (in such capacity, together with its successors, the “Escrow Agent”). On the Issue Date, the Issuers Escrow Issuer will deposit (or cause to be deposited) the gross proceeds of the offering of the Notes sold on the Issue Date into an escrow account (the “Escrow Account”) and the Issuer will also deposit (or cause to be deposited) to the Escrow Account additional cash and Eligible Escrow Investments, in an amount sufficient (as reasonably determined by the Issuers taking into account investment income therefrom and proceeds thereof) that, when taken together with the proceeds of the offering of the Notes deposited into the Escrow Account, will be sufficient to fund a Special Mandatory Redemption of the Notes on November 1, 2014, if a Special Mandatory Redemption were to occur on such date, plus an amount equal to six days of interest accrued on the Notes (collectively, and together with any other property from time to time held by the Escrow Agent in the Escrow Account, the “Escrow Escrowed Property”). In addition, pursuant to the Escrow Agreement, on the date that is five Business Days prior to the last day of each month beginning on October 31, 2014, and ending on April 30, 2015 (in each case, unless the Escrow Release Date has occurred), the Issuer will deposit (or cause to be deposited) to the Escrow Account an amount of cash equal to thirty days of interest accrued on the Notes (or with respect to the deposit five Business Days prior to April 30, 2015, equal to interest from April 30, 2015 to and including May 26, 2015) (in each case, as calculated in accordance with the terms of this Indenture). The Escrow Escrowed Property will be held in the Escrow Account until the earliest of (i) the date on which the Escrow Issuer delivers to the Escrow Agent the Officer’s Certificate referred to in the Escrow Agreement, (ii) the Escrow End Date, Date and (iii) the date on which the Escrow Issuer delivers notice to the Escrow Agent to the effect set forth in Section 5.9(b) and (iv) the date that is three Business Days after the ). Escrow Issuer fails to timely deposit (or cause to be timely deposited) any amounts required by this Section 3.24(a) on any applicable deposit date; provided, that, if an interest payment date in respect of the Notes occurs prior to the Escrow Release, then, on such interest payment date, a portion of the Escrow Property in an amount equal to the amount of accrued and unpaid interest from the Issue Date or the most recent interest payment date, as applicable, shall be released from the Escrow Account by the Escrow Agent and paid to the Trustee for payment to Holders of beneficial interests in the Notes in accordance with this Indenture. The Issuers will grant the Trustee, for its benefit and the benefit of the Holders of the Notes, subject to certain Liens liens of the Escrow Agent, a first-priority security interest in the Escrow Account and all deposits and investment property therein to secure the payment of the Special Mandatory Redemption Price (as defined below); provided, however, that such Lien lien and security interest shall automatically be released and terminate at such time as the Escrow Escrowed Property is released from the escrow on the Escrow Release Date. The Escrow Agent will invest the Escrow Escrowed Property in such Eligible Escrow Investments as the Issuers Escrow Issuer may from time to time direct in writing. (b) [Reserved]. (c) The Escrow Issuer will only be entitled to direct the Escrow Agent to release Escrow Escrowed Property in accordance with the Escrow Agreement (in which case the Escrow Escrowed Property will be paid to or as directed by the IssuersEscrow Issuer) (the “Escrow Release”) upon delivery to the Escrow Agent, on or prior to the Escrow End Date, of an Officer’s Certificate, Certificate certifying that the following conditions have been or, substantially concurrently with the release of the Escrow Escrowed Property, will be satisfied (the date of delivery of such certificate to the Escrow Agent Release is hereinafter referred to as the “Escrow Release Date”): (1) (A) all conditions precedent to the consummation of the Acquisition will have been satisfied or waived in accordance with the terms of the Arrangement Agreement and Plan of Merger (other than those conditions that by their terms are to be satisfied consummated substantially concurrently with the consummation of the Acquisition) and (B) or promptly following the Escrow Property will have been used to consummate the Transactions; provided that the terms of the Arrangement Agreement and Plan of Merger shall not have been amended, modified, consented to or waived and the Arrangement Agreement and Plan of Merger shall not have been terminated on or prior to the Escrow Release Date except for such amendments, consents or waivers that are not materially adverse to the Issuer or any of its Subsidiaries (after giving effect to the consummation of the Transactions), taken as a whole, or to the Holders of the Notes (it being understood that (a) any reduction in the purchase price of, or consideration for, the Acquisition is not materially adverse to the interests of the Holders of the Notes, but any reduction in the cash consideration in excess of 15% shall reduce the Credit Agreement and (b) any amendment to the definition of “Company Material Adverse Effect” is materially adverse to the interests of the Holders of the NotesRelease; (2) all conditions precedent to the effectiveness of, and borrowings under, the Credit Agreement (other than the release of the Escrow Property) have been satisfied or waived, and prior to or substantially concurrently with the release of the funds from the Escrow Account, the borrowings under the Credit Agreement Agreements to be drawn in connection with the Acquisition shall be available to the Issuer on the Escrow Release Date; and (3) the Guarantors shall have, by execution and delivery of the Supplemental Indenturesupplemental indenture or joinder, as applicable, effective upon the Escrow Release Date, become, or substantially concurrently with the release of the Escrow Escrowed Property shall become, parties to this Indenture and the other transaction documents (including, without limitation, the Collateral Documents and the Bank Intercreditor Agreement, but in each case only to the extent such Subsidiary has become a guarantor under, and pledged its assets to secure, the Credit Agreement)documents. (d) If (A) the Issuers have not delivered an Officer’s Certificate described under paragraph (a) above or (B) a Special Mandatory Redemption Event has not occurred, in each case, prior to 12:00 p.m. (New York City time) on March 30, 2015, the Escrow Agreement provides that the Escrow Agent shall liquidate a portion of the Escrow Property and shall by no later than 10:00 a.m. (New York City time) on April 1, 2015, without any action of the Issuers (unless liquidation direction is required pursuant to the terms of the Escrow Agreement), transfer to the Trustee, in immediately available funds, Escrow Property in an amount in cash equal to the interest payment due on Notes on such date pursuant to the wire and delivery instructions (or via internal transfer) provided pursuant to the Escrow Agreement; provided that, in the event the Escrow Property is invested in more than one Eligible Escrow Investment, then the Escrow Agreement provides that Issuers shall deliver a written instruction to the Escrow Agent specifying which Eligible Escrow Investment is to be liquidated pursuant to the Escrow Agreement.

Escrow of Proceeds; Escrow Conditions. (a) The Issuers will enter into an escrow agreement (as amended, supplemented or modified from time to time, Unless the “Escrow Agreement”) Merger is consummated substantially concurrently with the Trustee and Wilmington TrustIssue Date, National Association, as escrow agent (in such capacity, together with its successors, the “Escrow Agent”). On on the Issue Date, the Issuers will Issuer, the Escrow Agent and the Trustee shall enter into the Escrow Agreement and on the Issue Date, the Issuer shall deposit (or cause to be deposited) , an amount equal to the gross net proceeds of the offering of the Notes sold on the Issue Date into an escrow account (the “Escrow Account”) and the Issuer will also deposit (or cause to be deposited) to the Escrow Account additional cash and Eligible Escrow Investments, in an amount sufficient (as reasonably determined by the Issuers taking into account investment income therefrom and proceeds thereof) that, when taken together with the proceeds of the offering of the Notes deposited into the Escrow Account, will be sufficient to fund a Special Mandatory Redemption of the Notes on November 1, 2014, if a Special Mandatory Redemption were to occur on such dateDate, plus an amount equal to six at least five days of interest accrued on the Notes (collectivelyNotes, and together with any other property from time to time held by into an escrow account established at the Escrow Agent in the name of the Issuer (the “Escrow Account” and together with such deposited amount and all funds, securities or other property now or hereafter credited to the Escrow Account, plus all investments, interest, dividends, proceeds and other distributions and payments on any of the foregoing, the “Escrow Escrowed Property”). In addition, pursuant on or prior to the Escrow Agreement, on the date that is five Business Days prior to the last day of each month beginning on October 31month, 2014, from and ending on April 30, 2015 including May 2018 through and including November 2018 (in each case, unless the Escrow Release Date has occurred), the Issuer will shall deposit (or cause to be deposited) to deposited into the Escrow Account an amount of cash equal to thirty days the amount of interest accrued that will accrue on the Notes from (or with respect to the deposit five Business Days prior to April 30, 2015, equal to interest from April 30, 2015 to and including May 26, 2015) (in each case, as calculated in accordance with the terms of this Indenture). The Escrow Property will be held in the Escrow Account until the earliest of (iincluding) the date on which first day of the Issuer delivers to the Escrow Agent the Officer’s Certificate referred to in the Escrow Agreement, following month through (iiand including) the Escrow End Date, (iii) the date on which the Issuer delivers notice to the Escrow Agent to the effect set forth in Section 5.9(b) and (iv) the date that is three Business Days after the Issuer fails to timely deposit (or cause to be timely deposited) any amounts required by this Section 3.24(a) on any applicable deposit date; provided, that, if an interest payment date in respect last day of the Notes occurs prior to the Escrow Release, then, on such interest payment date, a portion of the Escrow Property in an amount equal to the amount of accrued and unpaid interest from the Issue Date or the most recent interest payment date, as applicable, shall be released from the Escrow Account by the Escrow Agent and paid to the Trustee for payment to Holders of beneficial interests in the Notes in accordance with this Indenture. The Issuers will grant the Trustee, for its benefit and the benefit of the Holders of the Notes, subject to certain Liens of the Escrow Agent, a first-priority security interest in the Escrow Account and all deposits and investment property therein to secure the payment of the Special Mandatory Redemption Price (as defined below); provided, however, that such Lien and security interest shall automatically be released and terminate at such time as the Escrow Property is released from the escrow on the Escrow Release Date. The Escrow Agent will invest the Escrow Property in such Eligible Escrow Investments as the Issuers may from time to time direct in writingfollowing month. (b) [Reserved]. (c) The Issuer will only shall be entitled to direct the Escrow Agent to release Escrow the Escrowed Property in accordance with the procedures contained in the Escrow Agreement (in which case the Escrow Property will be paid to or as directed by the Issuers) (the “Escrow Release”) upon ), including the delivery to the Trustee and Escrow Agent, on or prior to the Escrow End Date, of an Officerofficer’s Certificatecertificate (in form and substance required pursuant to the terms of the Escrow Agreement), certifying that the following conditions (the “Escrow Conditions”) have been or, substantially concurrently with the release of the Escrow Property, will be satisfied met (the date of delivery of such certificate to the Escrow Agent Release is hereinafter referred to as the “Escrow Release Date”): (1i) (A) substantially concurrently with the Escrow Release, all of the conditions precedent to the consummation of the Acquisition will Merger shall have been satisfied or waived in accordance with the terms of the Arrangement Agreement and Plan of Merger (other than those conditions that by their terms are to be satisfied substantially concurrently with the consummation of the Acquisition) and (B) the Escrow Property will have been used to consummate the Transactions; provided that the terms of the Arrangement Agreement and Plan of Merger shall not have been amended, modified, consented to or waived and the Arrangement Agreement and Plan of Merger shall not have been terminated on or prior to the Escrow Release Date except for such amendments, consents or waivers that are not materially adverse to the Issuer or any of its Subsidiaries (after giving effect to the consummation of the TransactionsMerger), taken as a whole, or to the Holders of the Notes (it being understood that (a) any reduction in the purchase price of, or consideration for, the Acquisition is not materially adverse to the interests of the Holders of the Notes, but any reduction in the cash consideration in excess of 15% shall reduce the Credit Agreement and (b) any amendment to the definition of “Company Material Adverse Effect” is materially adverse to the interests of the Holders of the Notes; (2ii) all conditions precedent to no default or event of default shall have occurred and be continuing under the effectiveness of, Indenture and borrowings under, the Credit Agreement this First Supplemental Indenture; and (other than the release of the Escrow Propertyiii) have been satisfied or waived, and prior to or substantially concurrently with the release of the funds from the Escrow AccountRelease, the borrowings under Assumption shall have occurred and the Credit Agreement to be drawn in connection with the Acquisition Subsidiary Guarantees, if any, shall be available to the Issuer on the Escrow Release Date; and (3) the Guarantors shall have, by execution and delivery of the Supplemental Indenture, effective upon the Escrow Release Date, become, or substantially concurrently with the release of the Escrow Property shall become, parties to this Indenture and the other transaction documents (including, without limitation, the Collateral Documents and the Bank Intercreditor Agreement, but in each case only to the extent such Subsidiary has become a guarantor under, and pledged its assets to secure, the Credit Agreement)effective. (d) If (A) the Issuers have not delivered an Officer’s Certificate described under paragraph (a) above or (B) a Special Mandatory Redemption Event has not occurred, in each case, prior to 12:00 p.m. (New York City time) on March 30, 2015, the Escrow Agreement provides that the Escrow Agent shall liquidate a portion of the Escrow Property and shall by no later than 10:00 a.m. (New York City time) on April 1, 2015, without any action of the Issuers (unless liquidation direction is required pursuant to the terms of the Escrow Agreement), transfer to the Trustee, in immediately available funds, Escrow Property in an amount in cash equal to the interest payment due on Notes on such date pursuant to the wire and delivery instructions (or via internal transfer) provided pursuant to the Escrow Agreement; provided that, in the event the Escrow Property is invested in more than one Eligible Escrow Investment, then the Escrow Agreement provides that Issuers shall deliver a written instruction to the Escrow Agent specifying which Eligible Escrow Investment is to be liquidated pursuant to the Escrow Agreement.

Escrow of Proceeds; Escrow Conditions. (a) The Issuers will enter into an escrow agreement (as amended, supplemented or modified from time to time, Unless the “Escrow Agreement”) Merger is consummated substantially concurrently with the Trustee and Wilmington TrustIssue Date, National Association, as escrow agent (in such capacity, together with its successors, the “Escrow Agent”). On on the Issue Date, the Issuers will Issuer, the Escrow Agent and the Trustee shall enter into the Escrow Agreement and on the Issue Date, the Issuer shall deposit (or cause to be deposited) , an amount equal to the gross net proceeds of the offering of the Notes sold on the Issue Date into an escrow account (the “Escrow Account”) and the Issuer will also deposit (or cause to be deposited) to the Escrow Account additional cash and Eligible Escrow Investments, in an amount sufficient (as reasonably determined by the Issuers taking into account investment income therefrom and proceeds thereof) that, when taken together with the proceeds of the offering of the Notes deposited into the Escrow Account, will be sufficient to fund a Special Mandatory Redemption of the Notes on November 1, 2014, if a Special Mandatory Redemption were to occur on such dateDate, plus an amount equal to six at least five days of interest accrued on the Notes (collectivelyNotes, and together with any other property from time to time held by into an escrow account established at the Escrow Agent in the name of the Issuer (the “Escrow Account” and together with such deposited amount and all funds, securities or other property now or hereafter credited to the Escrow Account, plus all investments, interest, dividends, proceeds and other distributions and payments on any of the foregoing, the “Escrow Escrowed Property”). In addition, pursuant on or prior to the Escrow Agreement, on the date that is five Business Days prior to the last day of each month beginning on October 31month, 2014, from and ending on April 30, 2015 including May 2018 through and including November 2018 (in each case, unless the Escrow Release Date has occurred), the Issuer will shall deposit (or cause to be deposited) to deposited into the Escrow Account an amount of cash equal to thirty days the amount of interest accrued that will accrue on the Notes from (or with respect to the deposit five Business Days prior to April 30, 2015, equal to interest from April 30, 2015 to and including May 26, 2015) (in each case, as calculated in accordance with the terms of this Indenture). The Escrow Property will be held in the Escrow Account until the earliest of (iincluding) the date on which first day of the Issuer delivers to the Escrow Agent the Officer’s Certificate referred to in the Escrow Agreement, following month through (iiand including) the Escrow End Date, (iii) the date on which the Issuer delivers notice to the Escrow Agent to the effect set forth in Section 5.9(b) and (iv) the date that is three Business Days after the Issuer fails to timely deposit (or cause to be timely deposited) any amounts required by this Section 3.24(a) on any applicable deposit date; provided, that, if an interest payment date in respect last day of the Notes occurs prior to the Escrow Release, then, on such interest payment date, a portion of the Escrow Property in an amount equal to the amount of accrued and unpaid interest from the Issue Date or the most recent interest payment date, as applicable, shall be released from the Escrow Account by the Escrow Agent and paid to the Trustee for payment to Holders of beneficial interests in the Notes in accordance with this Indenture. The Issuers will grant the Trustee, for its benefit and the benefit of the Holders of the Notes, subject to certain Liens of the Escrow Agent, a first-priority security interest in the Escrow Account and all deposits and investment property therein to secure the payment of the Special Mandatory Redemption Price (as defined below); provided, however, that such Lien and security interest shall automatically be released and terminate at such time as the Escrow Property is released from the escrow on the Escrow Release Date. The Escrow Agent will invest the Escrow Property in such Eligible Escrow Investments as the Issuers may from time to time direct in writingfollowing month. (b) [Reserved]. (c) The Issuer will only shall be entitled to direct the Escrow Agent to release Escrow the Escrowed Property in accordance with the procedures contained in the Escrow Agreement (in which case the Escrow Property will be paid to or as directed by the Issuers) (the “Escrow Release”) upon ), including the delivery to the Trustee and Escrow Agent, on or prior to the Escrow End Date, of an Officerofficer’s Certificatecertificate (in form and substance required pursuant to the terms of the Escrow Agreement), certifying that the following conditions (the “Escrow Conditions”) have been or, substantially concurrently with the release of the Escrow Property, will be satisfied met (the date of delivery of such certificate to the Escrow Agent Release is hereinafter referred to as the “Escrow Release Date”): (1i) (A) substantially concurrently with the Escrow Release, all of the conditions precedent to the consummation of the Acquisition will Merger shall have been satisfied or waived in accordance with the terms of the Arrangement Agreement and Plan of Merger (other than those conditions that by their terms are to be satisfied substantially concurrently with the consummation of the Acquisition) and (B) the Escrow Property will have been used to consummate the Transactions; provided that the terms of the Arrangement Agreement and Plan of Merger shall not have been amended, modified, consented to or waived and the Arrangement Agreement and Plan of Merger shall not have been terminated on or prior to the Escrow Release Date except for such amendments, consents or waivers that are not materially adverse to the Issuer or any of its Subsidiaries (after giving effect to the consummation of the TransactionsMerger), taken as a whole, or to the Holders of the Notes (it being understood that (a) any reduction in the purchase price of, or consideration for, the Acquisition is not materially adverse to the interests of the Holders of the Notes, but any reduction in the cash consideration in excess of 15% shall reduce the Credit Agreement and (b) any amendment to the definition of “Company Material Adverse Effect” is materially adverse to the interests of the Holders of the Notes; (2ii) all conditions precedent to no default or event of default shall have occurred and be continuing under the effectiveness of, Indenture and borrowings under, the Credit Agreement this Sixth Supplemental Indenture; and (other than the release of the Escrow Propertyiii) have been satisfied or waived, and prior to or substantially concurrently with the release of the funds from the Escrow AccountRelease, the borrowings under Assumption shall have occurred and the Credit Agreement to be drawn in connection with the Acquisition Subsidiary Guarantees, if any, shall be available to the Issuer on the Escrow Release Date; and (3) the Guarantors shall have, by execution and delivery of the Supplemental Indenture, effective upon the Escrow Release Date, become, or substantially concurrently with the release of the Escrow Property shall become, parties to this Indenture and the other transaction documents (including, without limitation, the Collateral Documents and the Bank Intercreditor Agreement, but in each case only to the extent such Subsidiary has become a guarantor under, and pledged its assets to secure, the Credit Agreement)effective. (d) If (A) the Issuers have not delivered an Officer’s Certificate described under paragraph (a) above or (B) a Special Mandatory Redemption Event has not occurred, in each case, prior to 12:00 p.m. (New York City time) on March 30, 2015, the Escrow Agreement provides that the Escrow Agent shall liquidate a portion of the Escrow Property and shall by no later than 10:00 a.m. (New York City time) on April 1, 2015, without any action of the Issuers (unless liquidation direction is required pursuant to the terms of the Escrow Agreement), transfer to the Trustee, in immediately available funds, Escrow Property in an amount in cash equal to the interest payment due on Notes on such date pursuant to the wire and delivery instructions (or via internal transfer) provided pursuant to the Escrow Agreement; provided that, in the event the Escrow Property is invested in more than one Eligible Escrow Investment, then the Escrow Agreement provides that Issuers shall deliver a written instruction to the Escrow Agent specifying which Eligible Escrow Investment is to be liquidated pursuant to the Escrow Agreement.

Escrow of Proceeds; Escrow Conditions. (a) The Issuers will enter into an escrow agreement (as amended, supplemented or modified from time to time, Unless the “Escrow Agreement”) Merger is consummated substantially concurrently with the Trustee and Wilmington TrustIssue Date, National Association, as escrow agent (in such capacity, together with its successors, the “Escrow Agent”). On on the Issue Date, the Issuers will Issuer, the Escrow Agent and the Trustee shall enter into the Escrow Agreement and on the Issue Date, the Issuer shall deposit (or cause to be deposited) , an amount equal to the gross net proceeds of the offering of the Notes sold on the Issue Date into an escrow account (the “Escrow Account”) and the Issuer will also deposit (or cause to be deposited) to the Escrow Account additional cash and Eligible Escrow Investments, in an amount sufficient (as reasonably determined by the Issuers taking into account investment income therefrom and proceeds thereof) that, when taken together with the proceeds of the offering of the Notes deposited into the Escrow Account, will be sufficient to fund a Special Mandatory Redemption of the Notes on November 1, 2014, if a Special Mandatory Redemption were to occur on such dateDate, plus an amount equal to six at least five days of interest accrued on the Notes (collectivelyNotes, and together with any other property from time to time held by into an escrow account established at the Escrow Agent in the name of the Issuer (the “Escrow Account” and together with such deposited amount and all funds, securities or other property now or hereafter credited to the Escrow Account, plus all investments, interest, dividends, proceeds and other distributions and payments on any of the foregoing, the “Escrow Escrowed Property”). In addition, pursuant on or prior to the Escrow Agreement, on the date that is five Business Days prior to the last day of each month beginning on October 31month, 2014, from and ending on April 30, 2015 including May 2018 through and including November 2018 (in each case, unless the Escrow Release Date has occurred), the Issuer will shall deposit (or cause to be deposited) to deposited into the Escrow Account an amount of cash equal to thirty days the amount of interest accrued that will accrue on the Notes from (or with respect to the deposit five Business Days prior to April 30, 2015, equal to interest from April 30, 2015 to and including May 26, 2015) (in each case, as calculated in accordance with the terms of this Indenture). The Escrow Property will be held in the Escrow Account until the earliest of (iincluding) the date on which first day of the Issuer delivers to the Escrow Agent the Officer’s Certificate referred to in the Escrow Agreement, following month through (iiand including) the Escrow End Date, (iii) the date on which the Issuer delivers notice to the Escrow Agent to the effect set forth in Section 5.9(b) and (iv) the date that is three Business Days after the Issuer fails to timely deposit (or cause to be timely deposited) any amounts required by this Section 3.24(a) on any applicable deposit date; provided, that, if an interest payment date in respect last day of the Notes occurs prior to the Escrow Release, then, on such interest payment date, a portion of the Escrow Property in an amount equal to the amount of accrued and unpaid interest from the Issue Date or the most recent interest payment date, as applicable, shall be released from the Escrow Account by the Escrow Agent and paid to the Trustee for payment to Holders of beneficial interests in the Notes in accordance with this Indenture. The Issuers will grant the Trustee, for its benefit and the benefit of the Holders of the Notes, subject to certain Liens of the Escrow Agent, a first-priority security interest in the Escrow Account and all deposits and investment property therein to secure the payment of the Special Mandatory Redemption Price (as defined below); provided, however, that such Lien and security interest shall automatically be released and terminate at such time as the Escrow Property is released from the escrow on the Escrow Release Date. The Escrow Agent will invest the Escrow Property in such Eligible Escrow Investments as the Issuers may from time to time direct in writingfollowing month. (b) [Reserved]. (c) The Issuer will only shall be entitled to direct the Escrow Agent to release Escrow the Escrowed Property in accordance with the procedures contained in the Escrow Agreement (in which case the Escrow Property will be paid to or as directed by the Issuers) (the “Escrow Release”) upon ), including the delivery to the Trustee and Escrow Agent, on or prior to the Escrow End Date, of an Officerofficer’s Certificatecertificate (in form and substance required pursuant to the terms of the Escrow Agreement), certifying that the following conditions (the “Escrow Conditions”) have been or, substantially concurrently with the release of the Escrow Property, will be satisfied met (the date of delivery of such certificate to the Escrow Agent Release is hereinafter referred to as the “Escrow Release Date”): (1i) (A) substantially concurrently with the Escrow Release, all of the conditions precedent to the consummation of the Acquisition will Merger shall have been satisfied or waived in accordance with the terms of the Arrangement Agreement and Plan of Merger (other than those conditions that by their terms are to be satisfied substantially concurrently with the consummation of the Acquisition) and (B) the Escrow Property will have been used to consummate the Transactions; provided that the terms of the Arrangement Agreement and Plan of Merger shall not have been amended, modified, consented to or waived and the Arrangement Agreement and Plan of Merger shall not have been terminated on or prior to the Escrow Release Date except for such amendments, consents or waivers that are not materially adverse to the Issuer or any of its Subsidiaries (after giving effect to the consummation of the TransactionsMerger), taken as a whole, or to the Holders of the Notes (it being understood that (a) any reduction in the purchase price of, or consideration for, the Acquisition is not materially adverse to the interests of the Holders of the Notes, but any reduction in the cash consideration in excess of 15% shall reduce the Credit Agreement and (b) any amendment to the definition of “Company Material Adverse Effect” is materially adverse to the interests of the Holders of the Notes; (2ii) all conditions precedent to no default or event of default shall have occurred and be continuing under the effectiveness of, Indenture and borrowings under, the Credit Agreement this Fifth Supplemental Indenture; and (other than the release of the Escrow Propertyiii) have been satisfied or waived, and prior to or substantially concurrently with the release of the funds from the Escrow AccountRelease, the borrowings under Assumption shall have occurred and the Credit Agreement to be drawn in connection with the Acquisition Subsidiary Guarantees, if any, shall be available to the Issuer on the Escrow Release Date; and (3) the Guarantors shall have, by execution and delivery of the Supplemental Indenture, effective upon the Escrow Release Date, become, or substantially concurrently with the release of the Escrow Property shall become, parties to this Indenture and the other transaction documents (including, without limitation, the Collateral Documents and the Bank Intercreditor Agreement, but in each case only to the extent such Subsidiary has become a guarantor under, and pledged its assets to secure, the Credit Agreement)effective. (d) If (A) the Issuers have not delivered an Officer’s Certificate described under paragraph (a) above or (B) a Special Mandatory Redemption Event has not occurred, in each case, prior to 12:00 p.m. (New York City time) on March 30, 2015, the Escrow Agreement provides that the Escrow Agent shall liquidate a portion of the Escrow Property and shall by no later than 10:00 a.m. (New York City time) on April 1, 2015, without any action of the Issuers (unless liquidation direction is required pursuant to the terms of the Escrow Agreement), transfer to the Trustee, in immediately available funds, Escrow Property in an amount in cash equal to the interest payment due on Notes on such date pursuant to the wire and delivery instructions (or via internal transfer) provided pursuant to the Escrow Agreement; provided that, in the event the Escrow Property is invested in more than one Eligible Escrow Investment, then the Escrow Agreement provides that Issuers shall deliver a written instruction to the Escrow Agent specifying which Eligible Escrow Investment is to be liquidated pursuant to the Escrow Agreement.

Escrow of Proceeds; Escrow Conditions. (a) The Issuers will Issuer shall enter into an escrow agreement (as amended, supplemented or modified from time to time, the “Escrow Agreement”) with the Trustee and Wilmington Trust, National Association, as escrow agent (in such capacity, together with its successors, the “Escrow Agent”). On the Issue Date, the Issuers will Issuer shall deposit (or cause to be deposited) the gross proceeds of the offering of the Notes sold on the Issue Date into an escrow account (the “Escrow Account”) and the Issuer will also deposit (or cause to be deposited) to the Escrow Account additional cash and Eligible Escrow Investments, in an amount sufficient (as reasonably determined by the Issuers taking into account investment income therefrom and proceeds thereof) that, when taken together with the proceeds of the offering of the Notes deposited into the Escrow Account, will be sufficient to fund a Special Mandatory Redemption of the Notes on November 1, 2014, if a Special Mandatory Redemption were to occur on such date, plus an amount equal to six days of interest accrued on the Notes (collectively, ” and together with any other property from time to time held by the Escrow Agent in the Escrow Account, the “Escrow Escrowed Property”). In addition, pursuant to the Escrow Agreement, on the date that is five Business Days prior to the last day of each month beginning on October 31, 2014, and ending on April 30, 2015 (in each case, unless the Escrow Release Date has occurred), the Issuer will deposit (or cause to be deposited) to the Escrow Account an amount of cash equal to thirty days of interest accrued on the Notes (or with respect to the deposit five Business Days prior to April 30, 2015, equal to interest from April 30, 2015 to and including May 26, 2015) (in each case, as calculated in accordance with the terms of this Indenture). The Escrow Escrowed Property will shall be held in the Escrow Account until the earliest of (i) the date on which the Issuer delivers to the Escrow Agent the Officer’s Certificate (as defined in the Escrow Agreement) referred to in the Escrow Agreement, (ii) the Escrow End Date, Date and (iii) the date on which the Issuer delivers notice to the Escrow Agent to the effect set forth in Section 5.9(b) and (iv) the date ). The Escrow Agreement shall provide that is three Business Days after the Issuer fails to timely deposit (or cause to be timely deposited) any amounts required by this Section 3.24(a) on any applicable deposit date; provided, that, if an interest payment date in respect of the Notes occurs prior to the Escrow Release, then, on such interest payment date, a portion of the Escrow Property in an amount equal to the amount of accrued and unpaid interest from the Issue Date or the most recent interest payment date, as applicable, shall be released from the Escrow Account by the Escrow Agent and paid to the Trustee for payment to Holders of beneficial interests in the Notes in accordance with this Indenture. The Issuers will grant the Trustee, for its benefit and the benefit of the Holders of the Notes, subject to certain Liens of the Escrow Agent, a first-priority security interest in the Escrow Account and all deposits and investment property therein to secure the payment of the Special Mandatory Redemption Price (as defined below); provided, however, that such Lien and security interest shall automatically be released and terminate at such time as the Escrow Property is released from the escrow on the Escrow Release Date. The Escrow Agent will invest the Escrow Escrowed Property in such Eligible Escrow Investments as the Issuers Issuer may from time to time direct in writing. (b) [Reserved]. (c) The Issuer will shall only be entitled to direct the Escrow Agent to release Escrow Escrowed Property in accordance with the Escrow Agreement (in which case the Escrow Escrowed Property will shall be paid to or as directed by the IssuersIssuer) (the “Escrow Release”) upon delivery to the Escrow Agent, on or prior to the Escrow End Date, of an Officer’s CertificateCertificate (as defined in the Escrow Agreement), certifying that the following conditions have been or, substantially concurrently with the release of the Escrow Escrowed Property, will be satisfied (the date of delivery of such certificate to the Escrow Agent is hereinafter referred to as the “Escrow Release Date”): (1) (A) all conditions precedent to the consummation of the Acquisition will have been satisfied or waived in accordance with the terms of the Arrangement Agreement and Plan of Merger (other than those conditions that by their terms are to be satisfied substantially concurrently with the consummation of the Acquisition) and and (B2) the Escrow Escrowed Property will have been used to consummate the Transactions; provided that the terms of the Arrangement Agreement and Plan of Merger shall not have been amended, modified, consented to or waived and the Arrangement Agreement and Plan of Merger shall not have been terminated on or prior to the Escrow Release Date except for such amendments, consents or waivers that are not materially adverse to the Issuer or any of its Subsidiaries (after giving effect to the consummation of the Transactions), taken as a whole, or to the Holders of the Notes (it being understood that (a) any reduction in the purchase price of, or consideration for, the Acquisition is not materially adverse to the interests of the Holders of the Notes. (c) Notwithstanding anything to the contrary contained in Section 3.25(a), but any reduction in the cash consideration in excess of 15% shall reduce event that the Credit Agreement and (b) any amendment Issuer elects to the definition of “Company Material Adverse Effect” is materially adverse to the interests redeem some or all of the Holders of the Notes; (2) all conditions precedent to the effectiveness of, and borrowings under, the Credit Agreement (other than the release of the Escrow Property) have been satisfied or waived, and Notes as provided for under Section 5.7 prior to or substantially concurrently with the release of the funds from the Escrow Account, the borrowings under the Credit Agreement to be drawn in connection with the Acquisition shall be available to the Issuer on the Escrow Release Date; and (3) the Guarantors shall have, by execution and delivery of the Supplemental Indenture, effective upon the Escrow Release Date, become, or substantially concurrently with the release of Issuer shall be entitled to deliver a Release Notice (as defined in the Escrow Property shall become, parties to this Indenture and the other transaction documents (including, without limitation, the Collateral Documents and the Bank Intercreditor Agreement, but in each case only ) to the extent such Subsidiary has become Escrow Agent (with a guarantor under, copy to the Trustee) and pledged its assets to secure, the Credit Agreement). (d) If (A) the Issuers have not delivered an Officer’s Certificate described under paragraph (a) above or (B) a Special Mandatory Redemption Event has not occurred, in each case, prior to 12:00 p.m. (New York City time) on March 30, 2015, the Escrow Agreement provides will provide that on the date of such redemption the Escrow Agent shall liquidate a portion of the Escrow Property and shall by no later than 10:00 a.m. (New York City time) on April 1, 2015, without any action of the Issuers (unless liquidation direction is required pursuant to the terms of the Escrow Agreement), transfer to the Trustee, in immediately available funds, Escrow release Escrowed Property in an amount in cash equal to the interest payment due on Notes on principal amount thereof being redeemed and deposit such date pursuant to amounts with the wire and delivery instructions (Trustee or via internal transfer) provided pursuant to paying agent for purposes of paying the Escrow Agreement; provided that, in the event the Escrow Property is invested in more than one Eligible Escrow Investment, then the Escrow Agreement provides that Issuers shall deliver a written instruction to the Escrow Agent specifying which Eligible Escrow Investment is to be liquidated pursuant to the Escrow Agreementredemption price.

Escrow of Proceeds; Escrow Conditions. (a) The Issuers will Fincos shall enter into an escrow agreement (as amended, supplemented or modified from time to time, the “Escrow Agreement”) Agreement with the Trustee and Wilmington TrustThe Bank of New York Mellon Trust Company, National AssociationN.A., as escrow agent and as securities intermediary and bank (in such capacity, together with its successors, the “Escrow Agent”). On In accordance with the Issue DateEscrow Agreement, (1) the Issuers will Fincos shall deposit (or cause to be deposited) an amount equal to the gross proceeds of the offering of the Initial Notes sold on the Issue Date into an escrow account (the “Escrow Account”) and (2) either (x) the Issuer Fincos will also deposit (or cause to be deposited) in cash or (y) Dell International or its Affiliates will cause the issuing lenders under the Existing ABL Credit Facility to issue letters of credit for the benefit of the Escrow Account additional cash Agent and Eligible Escrow Investmentsthe Holders of the Initial Notes (or a combination of (x) and (y)), in such case of (x) and (y), in an amount sufficient (as reasonably determined by the Issuers taking into account investment income therefrom and proceeds thereof) that, when taken together with the proceeds of the offering of the Initial Notes deposited into the Escrow Account, will be sufficient to fund a Special Mandatory Redemption of the Initial Notes on November July 1, 20142016, if a Special Mandatory Redemption were to occur on such datedate (collectively and, plus an amount equal to six days of interest accrued on the Notes (collectively, and together with any other property from time to time held by the Escrow Agent in the Escrow Account, the “Escrow Escrowed Property”). In addition, . (b) Unless the Fincos have then directed the Escrow Agent to release the Escrowed Property pursuant to clause (e) of this Section 4.17 or delivered notice to the Escrow AgreementAgent to the effect set forth in clause (ii) of Section 3.10, on the date that is five two (2) Business Days prior to the last first day of each month beginning on October 31July 1, 20142016, and ending on April 30December 1, 2015 2016 (in each case, unless the Escrow Release Date has occurred) (subject to a grace period of one (1) Business Day as set forth in the Escrow Agreement and in clause (c) of this Section 4.17), either (x) the Issuer will Fincos shall deposit (or cause to be deposited) to cash into the Escrow Account an amount or (y) Dell International or its Affiliate shall cause the issuing lenders under the Existing ABL Credit Facility to issue letters of cash credit for the benefit of the Escrow Agent and the Holders of the Notes (or a combination of (x) and (y)), in each case, equal to thirty days one month of interest accrued that would accrue on the Initial Notes (or with respect to the deposit five two (2) Business Days prior to April 30December 1, 20152016, equal to interest from April 30December 1, 2015 2016 to and including May 26, 2015but excluding the Escrow End Date) (in each case, as calculated by the Fincos on the basis of a 360 day year comprised of twelve 30-day months and otherwise in accordance with the terms of this Indenture). . (c) The Escrow Escrowed Property will shall be held in the Escrow Account until the earliest of (i) the date on which the Issuer delivers Fincos deliver to the Escrow Agent the Officer’s Certificate referred to in the Escrow AgreementSection 4.17(e), (ii) the Escrow End Date, (iii) the date on which the Issuer delivers Fincos deliver notice to the Escrow Agent to the effect set forth in clause (ii) of Section 5.9(b) 3.10 and (iv) the date that is three one (1) Business Days Day after either (x) the Issuer fails Fincos fail to timely deposit (or cause to be timely deposited) any in cash and/or (y) Dell International or its Affiliate fails to cause such lenders to issue such letters of credit in such amounts required by this Section 3.24(a) 4.17 on or by any applicable deposit datedate as set forth in clause (a) or (b) of this Section 4.17; provided, provided that, if an interest payment date Interest Payment Date in respect of the any series of Initial Notes occurs prior to the Escrow Release, then, on such interest payment dateInterest Payment Date, a portion of the Escrow Escrowed Property in an amount equal to the amount of accrued and unpaid interest on the Initial Notes of such series from the Issue Date or the most recent interest payment dateInterest Payment Date, as applicable, shall to and excluding such Interest Payment Date, shall, upon written direction of the Fincos, be released from the Escrow Account by the Escrow Agent and paid to the Trustee for payment to Holders of beneficial interests in the Initial Notes of such series in accordance with this Indenture. . (d) The Issuers will Fincos shall grant the Trustee, for its benefit and the benefit of the Holders of the NotesHolders, subject to certain Liens of the Escrow AgentAgent as set forth in the Escrow Agreement, a first-priority security interest in the Escrow Account and all deposits and investment property Eligible Escrow Investments therein to secure the payment of the Special Mandatory Redemption Price (as defined below)Price; provided, however, that such Lien and security interest shall automatically be released and terminate at such time as the Escrow Escrowed Property is released from the escrow Escrow Account on the Escrow Release Date. The Escrow Agent will invest the Escrow Escrowed Property in such Eligible Escrow Investments Investments, and liquidate such Eligible Escrow Investments, as the Issuers may Fincos will from time to time direct in writing. (be) [Reserved]. (c) The Issuer will Subject to Section 3.10, the Fincos shall only be entitled to direct the Escrow Agent to release Escrow Escrowed Property in accordance with the Escrow Agreement (in which case the Escrow Escrowed Property will shall be paid to or as directed by the IssuersFincos) (the “Escrow Release”) upon delivery to the Escrow Agent, on or prior to the Escrow End Date, of an Officer’s Certificate, certifying that the following conditions have been or, substantially concurrently with the release of the Escrow Escrowed Property, will be satisfied (the date of delivery of such certificate to the Escrow Agent Release is hereinafter referred to as the “Escrow Release Date”): (1) (A) all conditions precedent to the consummation of the Acquisition Dell-EMC Merger will have been satisfied or waived in accordance with the terms of the Arrangement Agreement and Plan of Merger (other than those conditions that by their terms are to be satisfied occur substantially concurrently with the consummation of the Acquisition) and (B) the Escrow Property will have been used to consummate the Transactions; provided that the terms of the Arrangement Agreement and Plan of Merger shall not have been amended, modified, consented to or waived and the Arrangement Agreement and Plan of Merger shall not have been terminated on or prior to the Escrow Release Date except for such amendments, consents or waivers that are not materially adverse to the Issuer or any of its Subsidiaries (after giving effect to the consummation of the Transactions), taken as a whole, or to the Holders of the Notes (it being understood that (a) any reduction in the purchase price of, or consideration for, the Acquisition is not materially adverse to the interests of the Holders of the Notes, but any reduction in the cash consideration in excess of 15% shall reduce the Credit Agreement and (b) any amendment to the definition of “Company Material Adverse Effect” is materially adverse to the interests of the Holders of the Notesrelease; (2) all conditions precedent to the effectiveness of, and borrowings under, the Credit Agreement Additional Merger Financing (other than the release of the Escrow PropertyEscrowed Property and any other property relating to the Additional Merger Financing that are subject to escrow arrangements with substantially similar release conditions as those set forth in this Section 4.17(e) in connection with the Dell-EMC Merger) have been satisfied or waivedwaived in all material respects, and prior to or substantially concurrently with the release of the funds from the Escrow Account, the borrowings under the Credit Agreement Additional Merger Financing to be drawn or released from escrow in connection with the Acquisition shall Dell-EMC Merger will be available to the Issuer on the Escrow Release Date; and (3) (A) Dell International has assumed, or substantially concurrently with the Escrow Release shall assume, all of the obligations of Xxxxx 1 under the Initial Notes and this Indenture, (B) EMC has assumed, or substantially concurrently with the Escrow Release shall assume, all of the obligations of Xxxxx 2 under the Initial Notes and this Indenture and (C) the Guarantors shall have, by execution and delivery of the Effective Date Guarantor Supplemental Indenture, effective upon the Escrow Release DateIndentures, become, or substantially concurrently with the release of the Escrow Property Release shall become, parties to this Indenture in the capacities described herein and therein. The Escrow Release shall occur promptly upon receipt by the other transaction documents (including, without limitation, the Collateral Documents and the Bank Intercreditor Agreement, but in each case only to the extent such Subsidiary has become a guarantor under, and pledged its assets to secure, the Credit Agreement). (d) If (A) the Issuers have not delivered Escrow Agent of an Officer’s Certificate described under paragraph (a) above or (B) a Special Mandatory Redemption Event has not occurred, in each case, prior certifying to 12:00 p.m. (New York City time) on March 30, 2015the foregoing. Upon the occurrence of the Escrow Release, the Escrow Agreement provides that Account shall be reduced to zero and the Escrow Agent shall liquidate a portion of the Escrow Escrowed Property and interest thereon shall by no later than 10:00 a.m. (New York City time) on April 1, 2015, without any action of the Issuers (unless liquidation direction is required pursuant to the terms of the Escrow Agreement), transfer to the Trustee, be paid out in immediately available funds, Escrow Property in an amount in cash equal to the interest payment due on Notes on such date pursuant to the wire and delivery instructions (or via internal transfer) provided pursuant to the Escrow Agreement; provided that, in the event the Escrow Property is invested in more than one Eligible Escrow Investment, then the Escrow Agreement provides that Issuers shall deliver a written instruction to the Escrow Agent specifying which Eligible Escrow Investment is to be liquidated pursuant to accordance with the Escrow Agreement.

Escrow of Proceeds; Escrow Conditions. (a) The Issuers will enter into an escrow agreement (as amended, supplemented or modified from time to time, the “Escrow Agreement”) with the Trustee and Wilmington Trust, National Association, as escrow agent (in such capacity, together with its successors, the “Escrow Agent”). On the Issue Date, the Issuers Issuer will enter into the Escrow Agreement with the Trustee, the Secured Notes Trustee and the Escrow Agent, pursuant to which the Issuer will deposit (or cause to be deposited) with the Escrow Agent into the Escrow Account, an amount equal to the gross proceeds of the offering of the Notes sold on the Issue Date into an escrow account (Date. The Escrowed Property will be controlled by the “Escrow Account”) Agent, on behalf of the Trustee and the Issuer will also deposit (or cause to be deposited) to the Escrow Account additional cash and Eligible Escrow Investments, in an amount sufficient (as reasonably determined by the Issuers taking into account investment income therefrom and proceeds thereof) that, when taken together with the proceeds Holders of the offering of the Notes deposited into the Escrow Account, Notes. Interest will be sufficient to fund a Special Mandatory Redemption of the Notes on November 1, 2014, if a Special Mandatory Redemption were to occur on such date, plus an amount equal to six days of interest accrued calculated and payable on the Notes in accordance with the provisions of this Indenture. (collectively, and together with any other property from time to time held by the b) The Escrow Agent in the Escrow Account, the “Escrow Property”). In addition, pursuant to the Escrow Agreement, Agreement shall provide that on the date that is five three Business Days prior to the last day of each month beginning on October 31, 2014, and ending on April 30, 2015 Initial Escrow Outside Date (in each case, unless the Escrow Release Date has occurred), the Issuer will deposit (or cause to be deposited) deliver to the Escrow Account an amount of cash equal to thirty days of interest accrued on the Notes (or with respect to the deposit five Business Days prior to April 30, 2015, equal to interest from April 30, 2015 to Trustee and including May 26, 2015) (in each case, as calculated in accordance with the terms of this Indenture). The Escrow Property will be held in the Escrow Account until the earliest of (i) the date on which the Issuer delivers to the Escrow Agent the an Officer’s Certificate referred to in notifying the Escrow Agreement, (ii) Agent and the Trustee that it intends to extend the escrow arrangements to a date that is not later than the Extended Escrow End Outside Date, (iii) the date on which . In order for the Issuer delivers notice to cause the Escrow Agent to the consummate the Release, the Escrow Agent and the Trustee shall have received from the Issuer, on or before the Escrow Outside Date, an Officer’s Certificate, upon which both the Escrow Agent and the Trustee shall be entitled to rely absolutely without further investigation, to the effect set forth in Section 5.9(bthat: Table of Contents (1) (i) the Acquisition will be consummated, promptly upon release of the Escrowed Property and (ivii) the date that is three Business Days after the Issuer fails to timely deposit (no material term or cause to be timely deposited) any amounts required by this Section 3.24(a) on any applicable deposit date; provided, that, if an interest payment date in respect condition of the Notes occurs prior Transaction Agreement has been amended or waived in a manner or to an extent that would be materially prejudicial to the interests of Holders, other than any amendment or waiver made with the consent of Holders of a majority of, taken together, the outstanding Notes and Secured Notes; (2) each Wholly-Owned Subsidiary of Holdings (other than the Issuer) that guarantees obligations under the Senior Credit Facilities on the Escrow Release, then, on such interest payment date, Release Date shall become a portion Subsidiary Guarantor of the Escrow Property Notes, in an amount equal each case pursuant to a supplemental indenture; and (3) all conditions precedent to the amount effectiveness of accrued and unpaid interest from the Issue Date Senior Credit Facilities (other than the release of the Escrowed Property) have been satisfied or waived prior to, or substantially concurrently with the most recent interest payment date, as applicable, shall be released release of the funds from the Escrow Account Account. The Release will occur promptly upon receipt by the Escrow Agent and paid to the Trustee for payment to Holders of beneficial interests in the Notes Officer’s Certificate described above (the date of such receipt, the “Escrow Release Date”). Upon the Release, the Escrowed Property will be paid out in accordance with this Indenture. the Escrow Agreement and the Escrow Account will be reduced to zero. (c) The Issuers Issuer will grant the Trustee, for its benefit and the benefit of the Holders of the NotesHolders, subject to certain Liens liens of the Escrow Agent, a first-priority security interest in the Escrow Account and all deposits and investment property therein to secure the payment of the Special Mandatory Redemption Price (as defined below); Price: provided, however, that such Lien lien and security interest shall automatically be released and shall terminate at such time as the Escrow Escrowed Property is released from the escrow Escrow Account on the Escrow Release Date. The Escrow Agent will invest the Escrow Escrowed Property in such Eligible customary short-term liquid investments as permitted under the Escrow Investments Agreement, and liquidate such investments, as the Issuers may Issuer will from time to time direct in writing. (b) [Reserved]. (c) The Issuer will only be entitled to direct the Escrow Agent to release Escrow Property in accordance with the Escrow Agreement (in which case the Escrow Property will be paid to or as directed by the Issuers) (the “Escrow Release”) upon delivery to the Escrow Agent, on or prior to the Escrow End Date, of an Officer’s Certificate, certifying that the following conditions have been or, substantially concurrently with the release of the Escrow Property, will be satisfied (the date of delivery of such certificate to the Escrow Agent is hereinafter referred to as the “Escrow Release Date”): (1) (A) all conditions precedent to the consummation of the Acquisition will have been satisfied or waived in accordance with the terms of the Arrangement Agreement and Plan of Merger (other than those conditions that by their terms are to be satisfied substantially concurrently with the consummation of the Acquisition) and (B) the Escrow Property will have been used to consummate the Transactions; provided that the terms of the Arrangement Agreement and Plan of Merger shall not have been amended, modified, consented to or waived and the Arrangement Agreement and Plan of Merger shall not have been terminated on or prior to the Escrow Release Date except for such amendments, consents or waivers that are not materially adverse to the Issuer or any of its Subsidiaries (after giving effect to the consummation of the Transactions), taken as a whole, or to the Holders of the Notes (it being understood that (a) any reduction in the purchase price of, or consideration for, the Acquisition is not materially adverse to the interests of the Holders of the Notes, but any reduction in the cash consideration in excess of 15% shall reduce the Credit Agreement and (b) any amendment to the definition of “Company Material Adverse Effect” is materially adverse to the interests of the Holders of the Notes; (2) all conditions precedent to the effectiveness of, and borrowings under, the Credit Agreement (other than the release of the Escrow Property) have been satisfied or waived, and prior to or substantially concurrently with the release of the funds from the Escrow Account, the borrowings under the Credit Agreement to be drawn in connection with the Acquisition shall be available to the Issuer on the Escrow Release Date; and (3) the Guarantors shall have, by execution and delivery of the Supplemental Indenture, effective upon the Escrow Release Date, become, or substantially concurrently with the release of the Escrow Property shall become, parties to this Indenture and the other transaction documents (including, without limitation, the Collateral Documents and the Bank Intercreditor Agreement, but in each case only to the extent such Subsidiary has become a guarantor under, and pledged its assets to secure, the Credit Agreement). (d) If (A) the Issuers have not delivered an Officer’s Certificate described under paragraph (a) above or (B) a Special Mandatory Redemption Event has not occurred, in each case, prior to 12:00 p.m. (New York City time) on March 30, 2015, the Escrow Agreement provides that the Escrow Agent shall liquidate a portion of the Escrow Property and shall by no later than 10:00 a.m. (New York City time) on April 1, 2015, without any action of the Issuers (unless liquidation direction is required pursuant to the terms of the Escrow Agreement), transfer to the Trustee, in immediately available funds, Escrow Property in an amount in cash equal to the interest payment due on Notes on such date pursuant to the wire and delivery instructions (or via internal transfer) provided pursuant to the Escrow Agreement; provided that, in the event the Escrow Property is invested in more than one Eligible Escrow Investment, then the Escrow Agreement provides that Issuers shall deliver a written instruction to the Escrow Agent specifying which Eligible Escrow Investment is to be liquidated pursuant to the Escrow Agreement.

Escrow of Proceeds; Escrow Conditions. (a) The Issuers will enter into an escrow agreement (as amended, supplemented or modified from time to time, the “Escrow Agreement”) with the Trustee and Wilmington Trust, National Association, as escrow agent (in such capacity, together with its successors, the “Escrow Agent”). On the Issue Date, the Issuers Issuer will enter into the Escrow Agreement with the Trustee, the Unsecured Notes Trustee and the Escrow Agent, pursuant to which the Issuer will deposit (or cause to be deposited) with the Escrow Agent into (i) the Dollar Escrow Account, an amount equal to the gross proceeds of the offering of the Dollar Notes sold on the Issue Date into an escrow account Date, and (ii) the “Euro Escrow Account”) and the Issuer will also deposit (or cause to be deposited) , an amount equal to the Escrow Account additional cash and Eligible Escrow Investments, in an amount sufficient (as reasonably determined by the Issuers taking into account investment income therefrom and proceeds thereof) that, when taken together with the gross proceeds of the offering of the Euro Notes deposited into sold on the Escrow Account, Issue Date. The Dollar Escrowed Property will be sufficient to fund a Special Mandatory Redemption of the Notes on November 1, 2014, if a Special Mandatory Redemption were to occur on such date, plus an amount equal to six days of interest accrued on the Notes (collectively, and together with any other property from time to time held controlled by the Escrow Agent in Agent, on behalf of the Trustee and the Holders of the Dollar Notes. The Euro Escrowed Property will be controlled by the Escrow AccountAgent, on behalf of the “Trustee and the Holders of the Euro Notes. Interest will be calculated and payable on each Series of Notes in accordance with the provisions of this Indenture. (b) The Escrow Property”). In addition, pursuant to the Escrow Agreement, Agreement shall provide that on the date that is five three Business Days prior to the last day of each month beginning on October 31, 2014, and ending on April 30, 2015 Initial Escrow Outside Date (in each case, unless the Escrow Release Date has occurred), the Issuer will deposit (or cause to be deposited) deliver to the Escrow Account an amount of cash equal to thirty days of interest accrued on the Notes (or with respect to the deposit five Business Days prior to April 30, 2015, equal to interest from April 30, 2015 to Trustee and including May 26, 2015) (in each case, as calculated in accordance with the terms of this Indenture). The Escrow Property will be held in the Escrow Account until the earliest of (i) the date on which the Issuer delivers to the Escrow Agent the an Officer’s Certificate referred to in notifying the Escrow Agreement, (ii) Agent and the Trustee that it intends to extend the escrow arrangements to a date that is not later than the Extended Escrow End Outside Date, (iii) the date on which . In order for the Issuer delivers notice to cause the Escrow Agent to the consummate the Release, the Escrow Agent and the Trustee shall have received from the Issuer, on or before the Escrow Outside Date, an Officer’s Certificate, upon which both the Escrow Agent and the Trustee shall be entitled to rely absolutely without further investigation, to the effect set forth in Section 5.9(bthat: (1) (i) the Acquisition will be consummated, promptly upon release of the Escrowed Property and (ivii) the date that is three Business Days after the Issuer fails to timely deposit (no material term or cause to be timely deposited) any amounts required by this Section 3.24(a) on any applicable deposit date; provided, that, if an interest payment date in respect condition of the Notes occurs prior Transaction Agreement has been amended or waived in a manner or to an extent that would be materially prejudicial to the interests of Holders, other than any amendment or waiver made with the consent of Holders of a majority of, taken together, the outstanding Notes and Unsecured Notes; (2) each Wholly-Owned Subsidiary of Holdings (other than the Issuer) that guarantees obligations under the Senior Credit Facilities on the Escrow Release, then, on such interest payment date, Release Date shall become a portion Subsidiary Guarantor of the Escrow Property Notes, in an amount equal each case pursuant to a supplemental indenture; and Table of Contents (3) all conditions precedent to the amount effectiveness of accrued and unpaid interest from the Issue Date Senior Credit Facilities (other than the release of the Escrowed Property) have been satisfied or waived prior to, or substantially concurrently with the most recent interest payment date, as applicable, shall be released release of the funds from the Escrow Account Accounts. The Release will occur promptly upon receipt by the Escrow Agent and paid to the Trustee for payment to Holders of beneficial interests in the Notes Officer’s Certificate described above (the date of such receipt, the “Escrow Release Date”). Upon the Release, the Escrowed Property will be paid out of each Escrow Account in accordance with this Indenture. the Escrow Agreement and each Escrow Account will be reduced to zero. (c) The Issuers Issuer will grant the Trustee, for its benefit and the benefit of the Holders of the NotesHolders, subject to certain Liens liens of the Escrow Agent, a first-priority security interest in the each Escrow Account and all deposits and investment property therein to secure the payment of the Special Mandatory Redemption Price (as defined below)of each Series of Notes; provided, however, that such Lien lien and security interest shall automatically be released and shall terminate at such time as the Escrow Escrowed Property is released from the escrow each Escrow Account on the Escrow Release Date. The Escrow Agent will invest the Escrow Escrowed Property in such Eligible customary short-term liquid investments as permitted under the Escrow Investments Agreement, and liquidate such investments, as the Issuers may Issuer will from time to time direct in writing. (b) [Reserved]. (c) The Issuer will only be entitled to direct the Escrow Agent to release Escrow Property in accordance with the Escrow Agreement (in which case the Escrow Property will be paid to or as directed by the Issuers) (the “Escrow Release”) upon delivery to the Escrow Agent, on or prior to the Escrow End Date, of an Officer’s Certificate, certifying that the following conditions have been or, substantially concurrently with the release of the Escrow Property, will be satisfied (the date of delivery of such certificate to the Escrow Agent is hereinafter referred to as the “Escrow Release Date”): (1) (A) all conditions precedent to the consummation of the Acquisition will have been satisfied or waived in accordance with the terms of the Arrangement Agreement and Plan of Merger (other than those conditions that by their terms are to be satisfied substantially concurrently with the consummation of the Acquisition) and (B) the Escrow Property will have been used to consummate the Transactions; provided that the terms of the Arrangement Agreement and Plan of Merger shall not have been amended, modified, consented to or waived and the Arrangement Agreement and Plan of Merger shall not have been terminated on or prior to the Escrow Release Date except for such amendments, consents or waivers that are not materially adverse to the Issuer or any of its Subsidiaries (after giving effect to the consummation of the Transactions), taken as a whole, or to the Holders of the Notes (it being understood that (a) any reduction in the purchase price of, or consideration for, the Acquisition is not materially adverse to the interests of the Holders of the Notes, but any reduction in the cash consideration in excess of 15% shall reduce the Credit Agreement and (b) any amendment to the definition of “Company Material Adverse Effect” is materially adverse to the interests of the Holders of the Notes; (2) all conditions precedent to the effectiveness of, and borrowings under, the Credit Agreement (other than the release of the Escrow Property) have been satisfied or waived, and prior to or substantially concurrently with the release of the funds from the Escrow Account, the borrowings under the Credit Agreement to be drawn in connection with the Acquisition shall be available to the Issuer on the Escrow Release Date; and (3) the Guarantors shall have, by execution and delivery of the Supplemental Indenture, effective upon the Escrow Release Date, become, or substantially concurrently with the release of the Escrow Property shall become, parties to this Indenture and the other transaction documents (including, without limitation, the Collateral Documents and the Bank Intercreditor Agreement, but in each case only to the extent such Subsidiary has become a guarantor under, and pledged its assets to secure, the Credit Agreement). (d) If (A) the Issuers have not delivered an Officer’s Certificate described under paragraph (a) above or (B) a Special Mandatory Redemption Event has not occurred, in each case, prior to 12:00 p.m. (New York City time) on March 30, 2015, the Escrow Agreement provides that the Escrow Agent shall liquidate a portion of the Escrow Property and shall by no later than 10:00 a.m. (New York City time) on April 1, 2015, without any action of the Issuers (unless liquidation direction is required pursuant to the terms of the Escrow Agreement), transfer to the Trustee, in immediately available funds, Escrow Property in an amount in cash equal to the interest payment due on Notes on such date pursuant to the wire and delivery instructions (or via internal transfer) provided pursuant to the Escrow Agreement; provided that, in the event the Escrow Property is invested in more than one Eligible Escrow Investment, then the Escrow Agreement provides that Issuers shall deliver a written instruction to the Escrow Agent specifying which Eligible Escrow Investment is to be liquidated pursuant to the Escrow Agreement.