Common use of Escrow of Proceeds Clause in Contracts

Escrow of Proceeds. (a) On the Issue Date, unless the Eden Acquisition shall have been consummated simultaneously with the consummation of the offering of the Notes, (i) the Issuer shall deposit (or cause to be deposited) in an escrow account maintained with The Bank of New York Mellon (the “Escrow Agent”) (such account referred to as the “Escrow Account”) (x) cash in the amount of €450,000,000, representing the gross proceeds from the offering of the Notes (the “Proceeds”) and (y) cash in the amount of €2,543,750, representing, when taken together with the amount of the Proceeds, an amount sufficient to fund a Special Mandatory Redemption of the Notes on July 31, 2016, if a Special Mandatory Redemption were to occur on such date, plus an amount equal to six (6) days of interest accrued on the Notes and (ii) the Issuer, the U.S. Trustee and the Escrow Agent shall enter into an Escrow Agreement to be dated as of the Issue Date (as such agreement may be amended, restated or otherwise modified, the “Escrow Agreement”). (b) The Issuer agrees that (i) following the Issue Date, it shall deposit or cause to be deposited into the Escrow Account such additional amounts in cash as are required pursuant to Section 3 of the Escrow Agreement (the “Additional Deposits”); (ii) the terms of the Escrow Agreement shall control the conditions under which and procedures pursuant to which the Escrow Property (defined in the Escrow Agreement) shall be released; and (iii) it will only be entitled to direct the Escrow Agent to release the Escrow Property in accordance with the Escrow Agreement (in which case the Escrow Property will be paid to or as directed by the Issuer).

Escrow of Proceeds. (a) On the Issue Date, unless the Eden Acquisition shall have been consummated simultaneously Concurrently with the consummation closing of this offering, the offering of Escrow Issuer will enter into the Notes, (i) Escrow Agreement with the Trustee and the Escrow Agent. The Escrow Issuer shall will deposit (or cause to be deposited) in an escrow account maintained with The Bank of New York Mellon (into the “Escrow Agent”) (such account referred to as the “Escrow Account”) (x) cash in the amount of €450,000,000, representing the gross proceeds from the offering of the Notes (the “Proceeds”) and (y) cash in the amount of €2,543,750, representing, when taken together with the amount of the Proceeds, an amount sufficient to fund a Special Mandatory Redemption of the Notes on July 31, 2016, if a Special Mandatory Redemption were to occur on such date, plus Account an amount equal to six (6) days the gross proceeds of interest accrued on the Notes and (ii) the Issuer, the U.S. Trustee and the Escrow Agent shall enter into an Escrow Agreement to be dated as of the Issue Date (as such agreement may be amended, restated or otherwise modified, the “Escrow Agreement”). (b) The Issuer agrees that (i) following sold on the Issue Date, it shall deposit or plus accrued interest on the Notes through and including September 10, 2022 (the “Outside Date”) (collectively and, together with any other property from time to time held by the Escrow Agent in the Escrow Account, the “Escrowed Property”). Escrow Issuer will cause an additional amount to be deposited into the Escrow Account such additional amounts that the Escrowed Property is sufficient to yield the Special Mandatory Redemption Price as of the Special Mandatory Redemption Date (each as defined under Section 14.02). The Escrowed Property will be held in cash the Escrow Account until the earlier of (i) an Escrow Release (as are required pursuant defined below) following the delivery by Issuer to Section 3 the Escrow Agent of the Officer’s Certificate referred to in the next succeeding paragraph and (ii) a Special Mandatory Redemption Date. The Escrow Issuer will grant the Trustee, for its benefit and the benefit of the Holders, subject to certain Liens of the Escrow Agreement (the “Additional Deposits”); (ii) the terms of the Escrow Agreement shall control the conditions under which and procedures pursuant to which the Escrow Property (defined Agent, a first-priority Lien in the Escrow Agreement) Account and all Eligible Escrow Investments therein to secure the payment of the Special Mandatory Redemption Price (as defined below); provided, however, that such Lien shall automatically be released; released and terminated at such time as the Escrowed Property is released from the Escrow Account on the Escrow Release Date (iii) it as defined below). The Escrow Agent will invest the Escrowed Property in such Eligible Escrow Investments, and liquidate such Eligible Escrow Investments, as the Issuer will from time to time direct in writing. Subject to the provisions described in Section 14.02, the Escrow Issuer will only be entitled to direct the Escrow Agent to release the 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 Escrow Issuer)) (the “Escrow Release”) upon delivery to the Escrow Agent, on or prior to the Outside 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 Escrowed Property, will be satisfied (the date of the Escrow Release is hereinafter referred to as the “Escrow Release Date”): (1) the Spin-Off will occur substantially concurrently with such release; (2) the Issuer shall have sold $300,000,000 of Preferred Equity substantially concurrently with such release with terms materially consistent with the description of the Preferred Equity in the Offering Memorandum under “Description of our Capital Stock –– Series A Preferred Stock”; (3) the Escrow Issuer will have merged with and into FTAI Infrastructure and FTAI Infrastructure will have become the Issuer of the Notes; (4) the Issuer and the Guarantors will have entered into a supplemental indenture guaranteeing the Notes in the form of Exhibit D attached hereto; and (5) FTAI Infrastructure and the Guarantors will have entered into the Security Documents. The Escrow Release shall occur promptly upon receipt by the Escrow Agent of an Officer’s Certificate certifying to the foregoing. Upon the occurrence of the Escrow Release, the Escrow Account shall be reduced to zero and the Escrowed Property and interest thereon shall be paid out in accordance with the Escrow Agreement.

Escrow of Proceeds. (a) On the Issue Date, unless the Eden Acquisition shall have been consummated simultaneously Concurrently with the consummation of the offering issuance of the Notes, (i) WRECO shall enter into the Issuer Escrow Agreement on the Issue Date with the Trustee and the Escrow Agent, pursuant to which WRECO shall deposit (or cause to be deposited) in an escrow account maintained with The Bank into a segregated Escrow Account under the control of New York Mellon (the “Escrow Agent”) (such account referred to as the “Escrow Account”) (x) cash in the amount of €450,000,000, representing the gross proceeds from the offering of the Notes (Notes. WRECO shall grant to the “Proceeds”) and (y) cash Trustee for the benefit of the Holders a first-priority security interest in the amount of €2,543,750, representing, when taken together with the amount of the Proceeds, an amount sufficient to fund a Special Mandatory Redemption of the Notes on July 31, 2016, if a Special Mandatory Redemption were to occur on such date, plus an amount equal to six (6) days of interest accrued on the Notes and (ii) the Issuer, the U.S. Trustee and the Escrow Agent shall enter into an Escrow Agreement to be dated as of the Issue Date (as such agreement may be amended, restated or otherwise modified, the “Escrow Agreement”)Account. (b) The Issuer agrees that (i) following the Issue Date, it shall deposit or cause to be deposited into the Escrow Account such additional amounts in cash as are required pursuant to Section 3 of the Escrow Agreement (the “Additional Deposits”); (ii) the terms of the Escrow Agreement shall control the conditions under which and procedures pursuant to which the Escrow Property (defined in the Escrow Agreement) shall be released; and (iii) it will WRECO is only be entitled to direct the Escrow Agent to release the Escrow Escrowed Property in accordance with the terms of the Escrow Agreement. The Escrowed Property may only be released in accordance with the terms of the Escrow Agreement (c) Pursuant to the Escrow Agreement, if the Escrow Agent receives a Release Notice in connection with a Special Mandatory Redemption Event, the Escrow Agent and the Intermediary will liquidate all Eligible Escrow Investments in accordance with the terms of the Escrow Agreement. On the date specified in the Escrow Agreement, the Escrow Agent will deliver to the Trustee all the Escrowed Property. Substantially concurrently with the receipt by the Trustee of the Escrowed Property, WRECO shall pay to the Trustee cash in an amount which, when taken together with the released Escrowed Property, shall be sufficient to redeem the Notes at the Special Mandatory Redemption Price. To the extent there exists any shortfall amount resulting from accrued and unpaid interest (and accretion) owing to the Holders on the Special Mandatory Redemption Date, an Event of Default will occur and the Trustee shall be vested with authority to demand payment or to pursue any claim or remedies as provided hereunder and in the Escrow Agreement; provided that for purposes of determining any such shortfall amount, the amount delivered to the Trustee by the Escrow Agent in respect of the payment to be made on the Special Mandatory Redemption Date shall be deemed, first as principal up to the aggregate principal amount of the Notes in connection with such redemption, and then second, as accrued and unpaid interest (and accretion) thereon. After payment of the Special Mandatory Redemption Price to the Holders, any excess funds held by the Trustee will be returned to the Issuer. (d) WRECO shall only deliver the Escrow Agreement Officer’s Certificate if the following conditions have been met: (i) the release of the Escrowed Property (as defined in which case the Escrow Property Agreement dated as of June 13, 2014 among the Issuer and U.S. Bank National Association as trustee, escrow agent and securities intermediary relating to the Issuer’s 4.375% Senior Notes due 2019) is occurring simultaneously with the release of the Escrowed Property; (ii) the Combination will be paid consummated in accordance in all material respects with the terms and conditions of the Transaction Agreement (without any alteration, supplement, waiver or amendment of, or consent under, the Transaction Agreement that is materially adverse to or as directed the Holders of the Notes); and (iii) TPH and its Wholly Owned Domestic Subsidiaries (including, after giving effect to the Combination, the Issuer and its Wholly Owned Domestic Subsidiaries) that guarantee the Credit Agreement (the “Combination Date Guarantors”) (A) will by supplemental indenture, effective upon the Issuer)date of the release of the Escrowed Property, become parties to the Indenture whereby TPH will become the sole issuer of the Notes and the Combination Date Guarantors will become guarantors of the Notes and (B) will by joinder agreement effective upon the date of the release of the Escrowed Property become parties to the Registration Rights Agreement.

Escrow of Proceeds. (a) On the Issue DateThe Escrow Issuer, unless the Eden Acquisition shall have been consummated simultaneously contemporaneously with the consummation of the offering of the Notesentering into this Indenture, (i) the Issuer shall deposit (or cause to be deposited) in is entering into an escrow account maintained agreement (the “Escrow Agreement”) with The U.S. Bank of New York Mellon National Association, as escrow agent (the “Escrow Agent”) (such account referred to as the “Escrow Account”) (x) cash in the amount of €450,000,000, representing the gross proceeds from the offering of the Notes (the “Proceeds”) and (y) cash in the amount of €2,543,750, representing, when taken together with the amount of the Proceeds, an amount sufficient to fund a Special Mandatory Redemption of the Notes on July 31, 2016, if a Special Mandatory Redemption were to occur on such date, plus an amount equal to six (6) days of interest accrued on the Notes and (ii) the Issuer), the U.S. Trustee and the Escrow Agent shall enter into an Escrow Agreement to be dated as of the Issue Date (as such agreement may be amended, restated or otherwise modifiedTrustee, the “Escrow Agreement”)trustee under the Unsecured Indenture and Scripps. (b) The Escrow Issuer agrees that (i) following the Issue Date, it shall deposit or cause to be deposited into one or more accounts (collectively, the “Escrow Account”) with the Escrow Agent an amount equal to the gross proceeds of the Notes (collectively, with any other property from time to time held by the Escrow Agent for the benefit of the Holders, the “Escrowed Funds”). (c) Subject to Section 4.21 (e), the Escrowed Funds will be held in the Escrow Account such additional amounts until the earliest of (i) the date on which the Company delivers to the Escrow Agent the Officer’s Certificate referred to in cash as are required pursuant Section 4.21(f) (the “Release Request”), (ii) the Escrow End Date and (iii) the date on which the Company delivers notice to the Escrow Agent to the effect set forth in Section 3 3.08(ii). (d) The Escrow Issuer will grant the Trustee, for its benefit and the benefit of the Holders of the Notes subject to certain liens of the Escrow Agreement (Agent, a first-priority security interest in the “Additional Deposits”)Escrowed Funds, Escrow Account and all deposits and investment property therein to secure the payment of the Special Mandatory Redemption Price; (ii) provided, however, that such lien and security interest shall automatically be released and terminate at such time as the Escrowed Funds are released from the escrow on the Escrow Release Date. The Escrow Agent will invest the Escrowed Funds in such Eligible Escrow Investments as the Company may from time to time direct in writing in accordance with the terms of the Escrow Agreement. (e) The Escrow Agreement shall control provide for the conditions Escrow Agent to release a portion of the Escrowed Funds 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 which this Indenture as set forth in Section 4.01. (f) Other than in connection with the payment of a semi-annual interest payment as set forth in Section 4.01 and procedures pursuant to which Section 4.21(e), the Escrow Property (defined in the Escrow Agreement) shall be released; and (iii) it Company will only be entitled to direct the Escrow Agent to release the Escrow Property in accordance with the Escrow Agreement Escrowed Funds (in which case the Escrow Property Escrowed Funds will be paid to or as directed by the Issuer)Company) (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 Escrowed Funds, will be satisfied (the date of the Escrow Release is hereinafter referred to as the “Escrow Release Date”): (i) (A) the ION Acquisition will be consummated substantially concurrently with the release of the Escrowed Funds and (B) the Escrowed Funds will be used substantially concurrently with such release to consummate, or in connection with the financing of, the ION Acquisition and the payment of fees and expenses in connection therewith and in connection with this offering of Notes; (ii) the Subsidiary Guarantors shall have, by supplemental indenture in the form of Exhibit D hereof, effective upon the Escrow Release Date, become, or substantially concurrently with the release of the Escrowed Funds shall become, parties to this Indenture; (iii) the Company shall have, by supplemental indenture in the form of Exhibit D hereto, effective upon the Escrow Release Date, become, or substantially concurrently with the release of the Escrowed Funds shall become, party to this Indenture and primary obligor under the Notes and this Indenture as the surviving corporation of the merger of the Escrow Issuer with and into Scripps; and (iv) subject to the collateral matters described in Section 4.24, the Company and the Subsidiary Guarantors shall have, effective upon the Escrow Release Date, executed and delivered the applicable Security Documents to the Notes Collateral Agent.

Escrow of Proceeds. (a) On The Company shall apply the Issue Date, unless the Eden Acquisition shall have been consummated simultaneously Escrowed Funds in accordance with the consummation terms of the offering of the Notes, (i) the Issuer shall deposit (or cause to be deposited) in an escrow account maintained with The Bank of New York Mellon (the “Escrow Agent”) (such account referred to as the “Escrow Account”) (x) cash in the amount of €450,000,000, representing the gross proceeds from the offering of the Notes (the “Proceeds”) and (y) cash in the amount of €2,543,750, representing, when taken together with the amount of the Proceeds, an amount sufficient to fund a Special Mandatory Redemption of the Notes on July 31, 2016, if a Special Mandatory Redemption were to occur on such date, plus an amount equal to six (6) days of interest accrued on the Notes and (ii) the Issuer, the U.S. Trustee and the Escrow Agent shall enter into an Escrow Agreement to be dated as of the Issue Date (as such agreement may be amended, restated or otherwise modified, the “Escrow Agreement”). (b) The Issuer agrees that (i) following the Issue Date, it shall deposit or cause to be deposited into an account (the “Escrow Account”) with the Escrow Agent an amount that would be sufficient to redeem the Notes in full at 100% of the issue price of the Notes plus an amount sufficient to cause the Escrowed Funds to be equal to the amount that would be required to redeem all of the Notes on the third Business Day following the Escrow End Date and to pay the Escrow Agent’s and Trustee’s fees and expenses not otherwise the obligation of the Company. The Escrow Funds shall be held in the Escrow Account such additional amounts in the form of cash as are required pursuant to Section 3 or Cash Equivalents at the direction of the Escrow Agreement Issuer. (the “Additional Deposits”); (iic) the terms of the Escrow Agreement The Issuer shall control the conditions under which and procedures pursuant to which the Escrow Property (defined in the Escrow Agreement) shall be released; and (iii) it will only be entitled to direct the Escrow Agent to release the Escrow Property Escrowed Funds in accordance with the Escrow Agreement (in which case terms of the Escrow Property Agreement. Pursuant to the Escrow Agreement, the Escrow Agent shall release the Escrowed Funds then held by it to or for the account or at the direction of the Issuer, following receipt by the Escrow Agent of a certificate of a responsible officer of the Issuer prior to the occurrence of a Special Mandatory Redemption Event requesting release of the Escrowed Funds (a “Release Request”) on such date as is specified in the Release Request (which date shall be no later than 2:00 p.m. New York City time on the Business Day prior to the release date specified in such Release Request (or such later time as is agreed to by the Escrow Agent) (the “Release Date”)), and certifying that the following conditions (the “Escrow Release Conditions”) have been met or will be paid met substantially concurrently with the release of the Escrowed Funds: (i) the Acquisition will be consummated contemporaneously with the Release, in all material respects in accordance with the terms of the Acquisition Agreement; and (ii) (x) the Assumption will be consummated and (y) the Company and each of its Restricted Subsidiaries, other than any of its Restricted Subsidiaries that do not guarantee the Senior Secured Credit Facilities, but including the entities comprising the Target Group that will be guarantors of the obligations of the Company under the Senior Secured Credit Facilities or any Permitted Refinancing Indebtedness in respect thereof shall have executed a supplemental indenture pursuant to or as directed by which (i) the Company shall become a co-obligor of all of Escrow Issuer)’s obligations under the purchase agreement, the Indenture and the Notes and the Escrow Issuer will merge with and into the Company with the Company being the surviving corporation and (ii) such Restricted Subsidiaries (including such entities in the Target Group) shall guarantee the performance and payment of the Notes and this Indenture. (d) From the Issue Date until the Release Date, the Trustee shall, for the benefit of the Holders of Notes, be granted an exclusive first-priority Lien on the Escrowed Funds.

Escrow of Proceeds. (a) On the Issue Date, unless the Eden Acquisition shall have been consummated simultaneously Concurrently with the consummation of the offering issuance of the Notes, (i) WRECO shall enter into the Issuer Escrow Agreement on the Issue Date with the Trustee and the Escrow Agent, pursuant to which WRECO shall deposit (or cause to be deposited) in an escrow account maintained with The Bank into a segregated Escrow Account under the control of New York Mellon (the “Escrow Agent”) (such account referred to as the “Escrow Account”) (x) cash in the amount of €450,000,000, representing the gross proceeds from the offering of the Notes (Notes. WRECO shall grant to the “Proceeds”) and (y) cash Trustee for the benefit of the Holders a first-priority security interest in the amount of €2,543,750, representing, when taken together with the amount of the Proceeds, an amount sufficient to fund a Special Mandatory Redemption of the Notes on July 31, 2016, if a Special Mandatory Redemption were to occur on such date, plus an amount equal to six (6) days of interest accrued on the Notes and (ii) the Issuer, the U.S. Trustee and the Escrow Agent shall enter into an Escrow Agreement to be dated as of the Issue Date (as such agreement may be amended, restated or otherwise modified, the “Escrow Agreement”)Account. (b) The Issuer agrees that (i) following the Issue Date, it shall deposit or cause to be deposited into the Escrow Account such additional amounts in cash as are required pursuant to Section 3 of the Escrow Agreement (the “Additional Deposits”); (ii) the terms of the Escrow Agreement shall control the conditions under which and procedures pursuant to which the Escrow Property (defined in the Escrow Agreement) shall be released; and (iii) it will WRECO is only be entitled to direct the Escrow Agent to release the Escrow Escrowed Property in accordance with the terms of the Escrow Agreement. The Escrowed Property may only be released in accordance with the terms of the Escrow Agreement (c) Pursuant to the Escrow Agreement, if the Escrow Agent receives a Release Notice in connection with a Special Mandatory Redemption Event, the Escrow Agent and the Intermediary will liquidate all Eligible Escrow Investments in accordance with the terms of the Escrow Agreement. On the date specified in the Escrow Agreement, the Escrow Agent will deliver to the Trustee all the Escrowed Property. Substantially concurrently with the receipt by the Trustee of the Escrowed Property, WRECO shall pay to the Trustee cash in an amount which, when taken together with the released Escrowed Property, shall be sufficient to redeem the Notes at the Special Mandatory Redemption Price. To the extent there exists any shortfall amount resulting from accrued and unpaid interest (and accretion) owing to the Holders on the Special Mandatory Redemption Date, an Event of Default will occur and the Trustee shall be vested with authority to demand payment or to pursue any claim or remedies as provided hereunder and in the Escrow Agreement; provided that for purposes of determining any such shortfall amount, the amount delivered to the Trustee by the Escrow Agent in respect of the payment to be made on the Special Mandatory Redemption Date shall be deemed, first as principal up to the aggregate principal amount of the Notes in connection with such redemption, and then second, as accrued and unpaid interest (and accretion) thereon. After payment of the Special Mandatory Redemption Price to the Holders, any excess funds held by the Trustee will be returned to the Issuer. (d) WRECO shall only deliver the Escrow Agreement Officer’s Certificate if the following conditions have been met: (i) the release of the Escrowed Property (as defined in which case the Escrow Property Agreement dated as of June 13, 2014 among the Issuer and U.S. Bank National Association as trustee, escrow agent and securities intermediary relating to the Issuer’s 5.875% Senior Notes due 2024) is occurring simultaneously with the release of the Escrowed Property; (ii) the Combination will be paid consummated in accordance in all material respects with the terms and conditions of the Transaction Agreement (without any alteration, supplement, waiver or amendment of, or consent under, the Transaction Agreement that is materially adverse to or as directed the Holders of the Notes); and (iii) TPH and its Wholly Owned Domestic Subsidiaries (including, after giving effect to the Combination, the Issuer and its Wholly Owned Domestic Subsidiaries) that guarantee the Credit Agreement (the “Combination Date Guarantors”) (A) will by supplemental indenture, effective upon the Issuer)date of the release of the Escrowed Property, become parties to the Indenture whereby TPH will become the sole issuer of the Notes and the Combination Date Guarantors will become guarantors of the Notes and (B) will by joinder agreement effective upon the date of the release of the Escrowed Property become parties to the Registration Rights Agreement.

Escrow of Proceeds. (a) On Concurrently with the issuance of the Notes on the Issue Date, unless the Eden Acquisition Company shall have been consummated simultaneously enter into an escrow agreement (as amended, supplemented or modified from time to time, the “Escrow Agreement”) with the consummation Trustee and U.S. Bank National Association, as escrow agent (in such capacity, together with its successors, the “Escrow Agent”). Pursuant to the Escrow Agreement, the Initial Purchasers of the offering Notes shall deliver and deposit into an escrow account (the “Escrow Account”) with the Escrow Agent an amount in cash that is equal to the net proceeds from the sale of the Notes, and (ii) the Company shall deliver and deposit (or cause to be delivered and deposited) into the Escrow Account with the Escrow Agent an amount in cash that, when taken together with the amount deposited pursuant to the foregoing clause (i), is equal to 101.0% of the principal amount of the Notes, plus interest that will accrue on the Notes to, but not including, the Special Mandatory Redemption Date, assuming for purposes of the interest calculation in this clause (ii) that the Company notifies the Escrow Agent on the Outside Date that the SSNI Acquisition will not be consummated. The amount of cash in the Escrow Account, together with any other property from time to time held by the Escrow Agent in the Escrow Account, is collectively referred to as the “Escrow Proceeds”. In the event the parties to the Acquisition Agreement agree to extend the Termination Date (as defined in the Acquisition Agreement) pursuant to the terms and conditions of the Acquisition Agreement to a date that is later than the Outside Date and unless the Company has directed the Escrow Agent to release the Escrow Proceeds in accordance with Section 4(a) of the Escrow Agreement or delivers notice to the Escrow Agent in accordance with Section 4(b) of the Escrow Agreement, on the date such parties agree to such extension of the Termination Date (as defined in the Acquisition Agreement) the Issuer Company shall deposit (or cause to be deposited) in into the Escrow Account an escrow account maintained with The Bank amount of New York Mellon (the “Escrow Agent”) (such account referred cash equal to as the “Escrow Account”) (x) cash in the amount of €450,000,000, representing the gross proceeds from the offering of the Notes (the “Proceeds”) and (y) cash in the amount of €2,543,750, representing, when taken together with the amount of the Proceeds, an amount sufficient to fund a Special Mandatory Redemption of the Notes on July 31, 2016, if a Special Mandatory Redemption were to occur on such date, plus an amount equal to six (6) days of interest accrued that would accrue on the Notes from the first Business Day following the Outside Date to, but not including, the first Business Day following the Extended Outside Date, as calculated by the Company in accordance with the Indenture. Prior to the consummation of the SSNI Acquisition, periodic interest payments due under this Indenture shall be paid from the Escrow Proceeds. Amounts not paid as periodic interest shall be held in the Escrow Account until the earlier of (i) the date on which the Company delivers to the Escrow Agent the Officer’s Certificate pursuant to Section 4(a) of the Escrow Agreement and (ii) the IssuerSpecial Mandatory Redemption Date. The Company shall grant the Trustee, for its benefit and the benefit of the Holders, 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 Amount; provided, however, that such lien and security interest shall automatically be released and terminate at such time as the Escrow Proceeds are released from escrow on the Escrow Release Date. Prior to the Escrow Release Date, the U.S. Trustee Notes shall be secured only by a pledge of the Escrow Account and the Escrow Agent shall enter into an Escrow Agreement to be dated as of the Issue Date (as such agreement may be amended, restated or otherwise modified, the “Escrow Agreement”)Proceeds. (b) The Issuer agrees that (i) following the Issue Date, it shall deposit or cause to be deposited into the Escrow Account such additional amounts in cash as are required pursuant to Section 3 of the Escrow Agreement (the “Additional Deposits”); (ii) the terms of the Escrow Agreement shall control the conditions under which and procedures pursuant to which the Escrow Property (defined in the Escrow Agreement) shall be released; and (iii) it will only be entitled to direct the Escrow Agent to release the Escrow Property in accordance with the Escrow Agreement (in which case the Escrow Property will be paid to or as directed by the Issuer).

Escrow of Proceeds. (a) On If the Escrow Condition is not satisfied on or prior to the Issue Date, unless the Eden Acquisition shall have been consummated simultaneously concurrently with the consummation closing of the offering of the NotesNotes on the Issue Date, (i) the Issuer shall enter into the Escrow Agreement with the Trustee and Wilmington Trust, National Association, as escrow agent (the “Escrow Agent”), pursuant to which the Issuer will deposit (or cause to be deposited) in an escrow account maintained with The Bank of New York Mellon (the “Escrow Agent”) (such account referred to as the “Escrow Account”) (x) cash in the amount of €450,000,000, representing the gross proceeds from the offering of the Initial Notes (together with any earnings thereon and investments thereof, the “ProceedsEscrowed Funds”) and (y) cash in the amount of €2,543,750, representing, when taken together with the amount of the Proceeds, an amount sufficient to fund a Special Mandatory Redemption of the Notes on July 31, 2016, if a Special Mandatory Redemption were to occur on such date, plus an amount equal to six (6) days of interest accrued on the Notes and (ii) the Issuer, the U.S. Trustee and the Escrow Agent shall enter into an Escrow Agreement Account. The Issuer shall grant to be dated as the Trustee, for its benefit and the benefit of the Issue Date (Holders of the Notes, a first priority security interest in the Escrow Account and all amounts on deposit therein to secure the Obligations under the Notes pending disbursement as described below; provided, however, that such agreement may security interest shall automatically be amended, restated or otherwise modified, released and terminate at such time as the “Escrow Agreement”)Release. (b) The Issuer agrees that (i) following the Issue Date, it shall deposit or cause to be deposited into the Escrow Account such additional amounts in cash as are required pursuant to Section 3 of the Escrow Agreement (the “Additional Deposits”); (ii) the terms of the Escrow Agreement shall control the conditions under which and procedures pursuant to which the Escrow Property (defined in the Escrow Agreement) shall be released; and (iii) it will only be entitled to direct the Escrow Agent to release the Escrow Property Escrowed Funds in accordance with the terms of the Escrow Agreement. Pursuant to the Escrow Agreement, the Escrow Agent will release the Escrowed Funds (the “Release”) to, or at the order of, the Issuer (the date of such release being referred to as the “Escrow Release Date,” which date shall be the second Business Day following delivery of the Officer’s Certificate) upon delivery by the Issuer to the Escrow Agent and the Trustee of an Officer’s Certificate addressed to the Escrow Agent and the Trustee on or prior to May 15, 2024 (the “Initial End Date”) or, in the event an Extension Election has been made, the Extended End Date (the Initial End Date or the Extended End Date, the “End Date”), certifying that, substantially concurrently with or promptly following the Release on the Escrow Release Date, the Triumph Group Product Support Business Acquisition shall be consummated in accordance in all material respects with the Securities and Asset Purchase Agreement (in which case the “Escrow Condition”). (c) Notwithstanding the foregoing, the Issuer may, from time to time by written notice to the Trustee and the Escrow Property will Agent (an “Extension Election”) delivered not later than one Business Day prior to the Initial End Date make an election to extend the End Date then in effect to August 22, 2024 (the “Extended End Date”), so long as, concurrently with the provision of such notice, the Issuer shall deposit or cause to be paid to deposited with the Escrow Agent (or direct the deposit of) an amount in cash sufficient (as directed determined solely by the Issuer) (an “Extension Amount”), when taken together with the amount of funds then on deposit in the Escrow Account, to pay an amount equal to the initial issue price of the Notes plus accrued and unpaid interest on the Notes from the Issue Date, or from the most recent date to which interest has been paid or provided for, to the extended Special Mandatory Redemption Date based on such Extended Outside Date as certified in an Officer’s Certificate delivered to the Trustee and the Escrow Agent.

Escrow of Proceeds. (a) On the Issue DateThe Escrow Issuer, unless the Eden Acquisition shall have been consummated simultaneously contemporaneously with the consummation of the offering of the Notesentering into this Indenture, (i) the Issuer shall deposit (or cause to be deposited) in is entering into an escrow account maintained agreement (the “Escrow Agreement”) with The U.S. Bank of New York Mellon National Association, as escrow agent (the “Escrow Agent”) (such account referred to as ), the “Escrow Account”) (x) cash Issuer and Scripps. The Company shall apply the Escrowed Funds in accordance with the amount of €450,000,000, representing the gross proceeds from the offering terms of the Notes (the “Proceeds”) and (y) cash in the amount of €2,543,750, representing, when taken together with the amount of the Proceeds, an amount sufficient to fund a Special Mandatory Redemption of the Notes on July 31, 2016, if a Special Mandatory Redemption were to occur on such date, plus an amount equal to six (6) days of interest accrued on the Notes and (ii) the Issuer, the U.S. Trustee and the Escrow Agent shall enter into an Escrow Agreement to be dated as of the Issue Date (as such agreement may be amended, restated or otherwise modified, the “Escrow Agreement”). (b) The Issuer agrees that (i) following the Issue Date, it Company shall deposit or cause to be deposited into one or more accounts (collectively, the “Escrow Account”) with the Escrow Agent an amount equal to the gross proceeds of the Notes (collectively, with any other property from time to time held by the Escrow Agent for the benefit of the Holders, the “Escrowed Funds”). (c) Subject to clause (e) below, the Escrowed Funds will be held in the Escrow Ac- count until the earliest of (i) the date on which the Company delivers to the Escrow Agent the Officer’s Certificate referred to in paragraph (f) below (the “Release Request”), (ii) the Escrow End Date and (iii) the date on which the Company delivers notice to the Escrow Agent to the effect set forth in Section 3.08(ii) above. (d) The Escrow Issuer 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 such additional amounts in cash as are required pursuant and all deposits and investment property therein to Section 3 secure the payment of the Special Mandatory Redemption Price; provided, however, that such lien and security interest shall automatically be released and terminate at such time as the Escrowed Funds are released from the escrow on the Escrow Agreement (Release Date. The Escrow Agent will invest the “Additional Deposits”); (ii) Escrowed Funds in such Eligible Escrow Investments as the Company may from time to time direct in writing in accordance with the terms of the Escrow Agreement. (e) The Escrow Agreement shall control provide for the conditions Escrow Agent to release a portion of the Escrowed Funds 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 which this Indenture as set forth in Section 4.01. (f) Other than in connection with the payment of a semi-annual interest payment as set forth in Section 4.01 and procedures pursuant to which the Escrow Property (defined in previous paragraph, the Escrow Agreement) shall be released; and (iii) it Company will only be entitled to direct the Escrow Agent to release the Escrow Property in accordance with the Escrow Agreement Escrowed Funds (in which case the Escrow Property Escrowed Funds will be paid to or as directed by the IssuerCompany) (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 Escrowed Funds, will be satisfied (the date of the Escrow Release is hereinafter referred to as the “Escrow Release Date”): (i) (A) all conditions precedent to the consummation of the Nexstar Divestiture Acquisition will have been satisfied or waived in accordance with the terms of the Asset Purchase Agreement (other than those conditions that by their terms are to be satisfied substantially concurrently with the consummation of the Nexstar Divestiture Acquisition) and (B) the Escrowed Funds will be used substantially concurrently with such release to consummate the Nexstar Divestiture Acquisition and the payment of fees and expenses in connection therewith and in connection with this offering of Notes; provided that the terms of the Asset Purchase Agreement shall not have been amended, modified, consented to or waived and the Asset Purchase Agreement 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 Company or any of its Subsidiaries (after giving effect to the consummation of the Nexstar Divestiture Acquisition), taken as a whole, or to the Holders of the Notes (it being understood that any reduction in the purchase price or consideration in respect of the Nexstar Divestiture Acquisition is not, in and of it- self, materially adverse to the Holders of the Notes); (ii) the Subsidiary Guarantors shall have, by supplemental indenture in the form of Exhibit D hereof, effective upon the Escrow Release Date, become, or substantially concurrently with the release of the Escrowed Funds shall become, parties to the Indenture. (iii) Scripps shall have, by supplemental indenture in the form of Exhibit D hereto, effective upon the Escrow Release Date, become, or substantially concurrently with the release of the Escrowed Funds shall become, party to this Indenture and primary obligor under the Notes and this Indenture as the surviving corporation of the merger of the Escrow Issuer with and into Scripps.

Escrow of Proceeds. (a) On The Company shall enter into the Issue Date, unless the Eden Acquisition shall have been consummated simultaneously Escrow Agreement with the consummation Trustee and the Escrow Agent. In accordance with the Escrow Agreement, the Company shall deposit, or cause to be deposited, an amount equal to the gross proceeds of the offering of the Notes, (i) Notes sold on the Issuer shall deposit (or cause to be deposited) in Issue Date into an escrow account maintained with The Bank of New York Mellon (the “Escrow Agent”) (such account referred to as the “Escrow Account”) pursuant to the Escrow Agreement (x) cash together with any other property from time to time held in the amount of €450,000,000, representing the gross proceeds from the offering of the Notes (the “Proceeds”) and (y) cash in the amount of €2,543,750, representing, when taken together with the amount of the Proceeds, an amount sufficient to fund a Special Mandatory Redemption of the Notes on July 31, 2016, if a Special Mandatory Redemption were to occur on such date, plus an amount equal to six (6) days of interest accrued on the Notes and (ii) the Issuer, the U.S. Trustee and the Escrow Agent shall enter into an Escrow Agreement to be dated as of the Issue Date (as such agreement may be amended, restated or otherwise modifiedAccount, the “Escrow AgreementProperty”). (b) The Issuer agrees that Escrow Property shall be held in the Escrow Account until the earliest of (i) following the Issue Date, it shall deposit or cause to be deposited into the Escrow Account such additional amounts in cash as are required pursuant to Section 3 satisfaction of the Escrow Agreement (the “Additional Deposits”); Release Condition and (ii) a Special Mandatory Redemption Event. (c) Subject to Section 3.07, the terms of the Escrow Agreement Company shall control the conditions under which and procedures pursuant to which the Escrow Property (defined in the Escrow Agreement) shall be released; and (iii) it will only be entitled to direct the Escrow Agent to release the Escrow Property in accordance with the Escrow Agreement (in which case the Escrow Property will shall be paid to or as directed by the IssuerCompany) (the “Escrow Release”) upon delivery to the Escrow Agent, on or prior to the Outside Date, of an Officer’s Certificate to the Escrow Agent, certifying that the Acquisition will be consummated simultaneously or substantially concurrently with the release of the Escrow Property (the “Escrow Release Condition”) (the date of the Escrow Release is hereinafter referred to as the “Escrow Release Date”). If the Escrow Release Condition is satisfied prior to 11:59 p.m. (New York City time) on the Outside Date, the Escrow Agent will release the Escrow Property (including investment earnings) to or at the instruction of the Company. Upon the occurrence of the Escrow Release, the Escrow Account shall be reduced to zero and the Escrow Property and interest thereon shall be paid out in accordance with the Escrow Agreement.

Escrow of Proceeds. (a) On the Issue Date, unless the Eden Acquisition shall have been consummated simultaneously Substantially concurrently with the consummation closing of the offering of the Notes, (i) the Issuer shall deposit (or cause to be deposited) in an escrow account maintained with The Bank of New York Mellon (the “Escrow Agent”) (such account referred to as the “Escrow Account”) (x) cash in the amount of €450,000,000, representing the gross proceeds from the offering of the Notes (the “Proceeds”) and (y) cash in the amount of €2,543,750, representing, when taken together with the amount of the Proceeds, an amount sufficient to fund a Special Mandatory Redemption of the Notes on July 31, 2016, if a Special Mandatory Redemption were to occur on such date, plus an amount equal to six (6) days of interest accrued on the Notes and (ii) the IssuerIssue Date, the U.S. Trustee and the Escrow Agent shall Company will enter into an Escrow Agreement to be dated as of the Issue Date escrow agreement (as such agreement may be amended, restated supplemented or otherwise modifiedmodified from time to time, the “Escrow Agreement”). , substantially in the form of Exhibit C, with the Trustee and Wilmington Trust, National Association, as escrow agent (b) The Issuer agrees that (i) following in such capacity, together with its successors, the “Escrow Agent”), pursuant to which an amount equal to the gross proceeds of the offering of the Notes sold on the Issue Date, it shall deposit or cause to Date will be deposited into an escrow account (the “Escrow Account”). By its acceptance of the Notes, each Holder shall be deemed to authorize and direct the Trustee to execute, deliver and perform its obligations under the Escrow Agreement. The Escrow Account will not include cash to fund any accrued and unpaid interest owing to Holders, which is included in the Special Mandatory Redemption Price. In the event that the Special Mandatory Price payable upon such Special Mandatory Redemption for the Notes exceeds the amount of the applicable Escrowed Property, the Company will be required to fund the difference between the applicable Special Mandatory Redemption Price and the amount of the Escrowed Property, plus fees and expenses of the Trustee and the Escrow Agent. The initial funds deposited in the Escrow Account, and all other funds, securities, interest, dividends, distributions and other property and payments credited to the Escrow Account such additional amounts in cash as are required pursuant to Section 3 of connection with the Escrow Agreement Notes (the “Additional Deposits”); (ii) the terms of the Escrow Agreement shall control the conditions under which and procedures pursuant to which the Escrow Property (defined less any property and/or funds paid in accordance with the Escrow Agreement) shall are referred to, collectively, as the “Escrowed Property.” The Escrowed Property will be released; controlled by the Escrow Agent, on behalf of the Trustee and (iii) it the Holders. The Company will only be entitled to direct cause the Escrow Agent to release the Escrowed Property (in which case the Escrowed Property will be paid to, or as directed by, the Company) (the “Escrow Release”) upon delivery to the Escrow Agent and the Trustee, on or prior to February 23, 2022 (the “Escrow Outside Date”), of an Officer’s Certificate (the “Escrow Release Officer’s Certificate”), upon which the Escrow Agent and the Trustee shall be entitled to rely absolutely without further investigation, to the effect that (1) the Acquisition and related transactions will be consummated substantially concurrently with or promptly following the Escrow Release and (2) the Credit Agreement has become effective or will become effective substantially concurrently with or promptly following the Escrow Release. The Escrow Release will occur promptly following the receipt by the Escrow Agent of the Escrow Release Officer’s Certificate (the date of the Escrow Release, the “Completion Date”). Upon the Escrow Release, the Escrowed Property will be paid out of the Escrow Account in accordance with the Escrow Agreement (in which case and the Escrow Property Account will be paid reduced to or zero. In the Escrow Agreement, the Company will grant the Trustee, for its benefit and the benefit of the Holders, subject to certain liens of the Escrow Agent, a first-priority security interest in the Escrow Account to secure the payment of the Special Mandatory Redemption Price of the Notes; provided, however, that such liens and security interest shall automatically be released and terminate at such time as the Escrowed Property is released from the Escrow Account on the Completion Date. For the avoidance of doubt, such liens and security interests will, be permitted under this Indenture. Under the terms of the Escrow Agreement, the Escrow Agent will invest the Escrowed Property as directed by the Issuer)Company in such short-term liquid investments (including bank deposit products) as permitted under the Escrow Agreement, and liquidate such investments, as the Company will from time to time direct in writing. In the absence of written investment direction, the Escrowed Property will remain uninvested in cash.

Escrow of Proceeds. (a) On the Issue Date, unless the Eden Acquisition shall have been consummated simultaneously Concurrently with the consummation closing of this offering, the offering of Escrow Issuer will enter into the Notes, (i) Escrow Agreement with the Trustee and the Escrow Agent. The Escrow Issuer shall will deposit (or cause to be deposited) in an escrow account maintained with The Bank of New York Mellon (into the “Escrow Agent”) (such account referred to as the “Escrow Account”) (x) cash in the amount of €450,000,000, representing the gross proceeds from the offering of the Notes (the “Proceeds”) and (y) cash in the amount of €2,543,750, representing, when taken together with the amount of the Proceeds, an amount sufficient to fund a Special Mandatory Redemption of the Notes on July 31, 2016, if a Special Mandatory Redemption were to occur on such date, plus Account an amount equal to six (6) days the gross proceeds of interest accrued on the Notes and (ii) the Issuer, the U.S. Trustee and the Escrow Agent shall enter into an Escrow Agreement to be dated as of the Issue Date (as such agreement may be amended, restated or otherwise modified, the “Escrow Agreement”). (b) The Issuer agrees that (i) following sold on the Issue Date, it shall deposit or plus accrued interest on the Notes through and including September 10, 2022 (the “Outside Date”) (collectively and, together with any other property from time to time held by the Escrow Agent in the Escrow Account, the “Escrowed Property”). Escrow Issuer will cause an additional amount to be deposited into the Escrow Account such additional amounts that the Escrowed Property is sufficient to yield the Special Mandatory Redemption Price as of the Special Mandatory Redemption Date (each as defined under Section 14.02). The Escrowed Property will be held in cash the Escrow Account until the earlier of (i) an Escrow Release (as are required pursuant defined below) following the delivery by Issuer to Section 3 the Escrow Agent of the Officer’s Certificate referred to in the next succeeding paragraph and (ii) a Special Mandatory Redemption Date. The Escrow Issuer will grant the Trustee, for its benefit and the benefit of the Holders, subject to certain Liens of the Escrow Agreement (the “Additional Deposits”); (ii) the terms of the Escrow Agreement shall control the conditions under which and procedures pursuant to which the Escrow Property (defined Agent, a first-priority Lien in the Escrow Agreement) Account and all Eligible Escrow Investments therein to secure the payment of the Special Mandatory Redemption Price (as defined below); provided, however, that such Lien shall automatically be released; released and terminated at such time as the Escrowed Property is released from the Escrow Account on the Escrow Release Date (iii) it as defined below). The Escrow Agent will invest the Escrowed Property in such Eligible Escrow Investments, and liquidate such Eligible Escrow Investments, as the Issuer will from time to time direct in writing. Subject to the provisions described in Section 14.02, the Escrow Issuer will only be entitled to direct the Escrow Agent to release the 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 Escrow Issuer)) (the “Escrow Release”) upon delivery to the Escrow Agent, on or prior to the Outside 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 Escrowed Property, will be satisfied (the date of the Escrow Release is hereinafter referred to as the “Escrow Release Date”): (1) the Spin-Off will occur substantially concurrently with such release; (2) the Issuer shall have sold $300,000,000 of Preferred Equity substantially concurrently with such release with terms materially consistent with the description of the Preferred Equity in the Offering Memorandum under “Description of our Capital Stock -- Series A Preferred Stock”; (3) the Escrow Issuer will have merged with and into FTAI Infrastructure and FTAI Infrastructure will have become the Issuer of the Notes; (4) the Issuer and the Guarantors will have entered into a supplemental indenture guaranteeing the Notes in the form of Exhibit D attached hereto; and (5) FTAI Infrastructure and the Guarantors will have entered into the Security Documents. The Escrow Release shall occur promptly upon receipt by the Escrow Agent of an Officer’s Certificate certifying to the foregoing. Upon the occurrence of the Escrow Release, the Escrow Account shall be reduced to zero and the Escrowed Property and interest thereon shall be paid out in accordance with the Escrow Agreement.

Escrow of Proceeds. (a) On the Issue DateThe Company, unless the Eden Acquisition shall have been consummated simultaneously contemporaneously with the consummation of the offering of the Notesentering into this Indenture, (i) the Issuer shall deposit (or cause to be deposited) in is entering into an escrow account maintained agreement (the “Escrow Agreement”) with The U.S. Bank of New York Mellon National Association, as escrow agent (the “Escrow Agent”) (such account referred to as and Xxxx TV. The Company shall apply the “Escrow Account”) (x) cash Escrowed Funds in accordance with the amount of €450,000,000, representing the gross proceeds from the offering terms of the Notes (the “Proceeds”) and (y) cash in the amount of €2,543,750, representing, when taken together with the amount of the Proceeds, an amount sufficient to fund a Special Mandatory Redemption of the Notes on July 31, 2016, if a Special Mandatory Redemption were to occur on such date, plus an amount equal to six (6) days of interest accrued on the Notes and (ii) the Issuer, the U.S. Trustee and the Escrow Agent shall enter into an Escrow Agreement to be dated as of the Issue Date (as such agreement may be amended, restated or otherwise modified, the “Escrow Agreement”). (b) The Issuer agrees that (i) following the Issue Date, it Company shall deposit or cause to be deposited into one or more accounts (collectively, the “Escrow Account”) with the Escrow Agent an amount equal to the gross proceeds of the Notes (collectively, with any other property from time to time held by the Escrow Agent for the benefit of the Holders, the “Escrowed Funds”). (c) Subject to clause (e) below, the Escrowed Funds will be held in the Escrow Account such additional amounts until the earliest of (i) the date on which the Company delivers to the Escrow Agent the Officer’s Certificate referred to in cash as are required pursuant paragraph (f) below (the “Release Request”), (ii) the Escrow End Date and (iii) the date on which the Company delivers notice to the Escrow Agent to the effect set forth in Section 3 3.08(ii) above. (d) The Company will grant the Trustee, for its benefit and the benefit of the Holders of the Notes subject to certain liens of the Escrow Agreement (Agent, a first-priority security interest in the “Additional Deposits”)Escrow Account and all deposits and investment property therein to secure the payment of the Special Mandatory Redemption Price; (ii) provided, however, that such lien and security interest shall automatically be released and terminate at such time as the Escrowed Funds are released from the escrow on the Escrow Release Date. The Escrow Agent will invest the Escrowed Funds in such Eligible Escrow Investments as the Company may from time to time direct in writing in accordance with the terms of the Escrow Agreement. (e) The Escrow Agreement shall control provide for the conditions Escrow Agent to release a portion of the Escrowed Funds 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 which this Indenture as set forth in Section 4.01. (f) Other than in connection with the payment of a semi-annual interest payment as set forth in Section 4.01 and procedures pursuant to which the Escrow Property (defined in previous paragraph, the Escrow Agreement) shall be released; and (iii) it Company will only be entitled to direct the Escrow Agent to release the Escrow Property in accordance with the Escrow Agreement Escrowed Funds (in which case the Escrow Property Escrowed Funds will be paid to or as directed by the IssuerCompany) (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 Escrowed Funds, will be satisfied (the date of the Escrow Release is hereinafter referred to as the “Escrow Release Date”): (i) (A) all conditions precedent to the consummation of the Merger will have been satisfied or waived in accordance with the terms of the Agreement and Plan of Merger (other than those conditions that by their terms are to be satisfied substantially concurrently with the consummation of the Merger) and (B) the Escrowed Funds will be used substantially concurrently with such release to consummate the Transactions; provided that the terms of the Agreement and Plan of Merger shall not have been amended, modified, consented to or waived and the Agreement and Plan of Merger shall not have been terminated on or prior to the Escrow Release Date except for such amendments, modifications, consents or waivers that, in the aggregate, are not materially adverse (after giving effect to the consummation of the Transactions) to the Holders of the Notes as determined by the Company acting in good faith or otherwise as may be consented to by the holders of not less than a majority in aggregate principal amount of then-outstanding Notes (it being understood that any increase or reduction in the purchase price or consideration in respect of the Merger is not, in and of itself, materially adverse to the Holders of the Notes); (ii) all conditions precedent to the effectiveness of, and borrowings under, the Senior Credit Agreement, as may be amended or amended and restated in connection with the Transactions, will 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, as may be amended or amended and restated in connection with the Transactions, to be drawn in connection with the Merger will be available to the Company on the Escrow Release Date; and (iii) the Subsidiary Guarantors shall have, by supplemental indenture in the form of Exhibit D hereof, effective upon the Escrow Release Date, become, or substantially concurrently with the release of the Escrowed Funds shall become, parties to this Indenture. (iv) the Company shall have, by supplemental indenture in the form of Exhibit D hereto, effective upon the Escrow Release Date, become, or substantially concurrently with the release of the Escrowed Funds shall become, party to this Indenture and primary obligor under the Notes and this Indenture as the surviving corporation of the merger of the Escrow Issuer with and into the Company.

Escrow of Proceeds. (a) On the Issue DateThe Escrow Issuer, unless the Eden Acquisition shall have been consummated simultaneously contemporaneously with the consummation of the offering of the Notesentering into this Indenture, (i) the Issuer shall deposit (or cause to be deposited) in is entering into an escrow account maintained agreement (the “Escrow Agreement”) with The U.S. Bank of New York Mellon National Association, as escrow agent (the “Escrow Agent”) (such account referred to as the “Escrow Account”) (x) cash in the amount of €450,000,000, representing the gross proceeds from the offering of the Notes (the “Proceeds”) and (y) cash in the amount of €2,543,750, representing, when taken together with the amount of the Proceeds, an amount sufficient to fund a Special Mandatory Redemption of the Notes on July 31, 2016, if a Special Mandatory Redemption were to occur on such date, plus an amount equal to six (6) days of interest accrued on the Notes and (ii) the Issuer), the U.S. Trustee and the Escrow Agent shall enter into an Escrow Agreement to be dated as of the Issue Date (as such agreement may be amended, restated or otherwise modifiedTrustee, the “Escrow Agreement”)trustee under the Secured Indenture and Scripps. (b) The Escrow Issuer agrees that (i) following the Issue Date, it shall deposit or cause to be deposited into one or more accounts (collectively, the “Escrow Account”) with the Escrow Agent an amount equal to the gross proceeds of the Notes (collectively, with any other property from time to time held by the Escrow Agent for the benefit of the Holders, the “Escrowed Funds”). (c) Subject to Section 4.21(e) , the Escrowed Funds will be held in the Escrow Account such additional amounts until the earliest of (i) the date on which the Company delivers to the Escrow Agent the Officer’s Certificate referred to in cash as are required pursuant Section 4.21(f) (the “Release Request”), (ii) the Escrow End Date and (iii) the date on which the Company delivers notice to the Escrow Agent to the effect set forth in Section 3 3.08(ii). (d) The Escrow Issuer will grant the Trustee, for its benefit and the benefit of the Holders of the Notes subject to certain liens of the Escrow Agreement (Agent, a first-priority security interest in the “Additional Deposits”)Escrowed Funds, Escrow Account and all deposits and investment property therein to secure the payment of the Special Mandatory Redemption Price; (ii) provided, however, that such lien and security interest shall automatically be released and terminate at such time as the Escrowed Funds are released from the escrow on the Escrow Release Date. The Escrow Agent will invest the Escrowed Funds in such Eligible Escrow Investments as the Company may from time to time direct in writing in accordance with the terms of the Escrow Agreement. (e) The Escrow Agreement shall control provide for the conditions Escrow Agent to release a portion of the Escrowed Funds 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 which this Indenture as set forth in Section 4.01. (f) Other than in connection with the payment of a semi-annual interest payment as set forth in Section 4.01 and procedures pursuant to which Section 4.21(e), the Escrow Property (defined in the Escrow Agreement) shall be released; and (iii) it Company will only be entitled to direct the Escrow Agent to release the Escrow Property in accordance with the Escrow Agreement Escrowed Funds (in which case the Escrow Property Escrowed Funds will be paid to or as directed by the Issuer)Company) (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 Escrowed Funds, will be satisfied (the date of the Escrow Release is hereinafter referred to as the “Escrow Release Date”): (i) (A) the ION Acquisition will be consummated substantially concurrently with the release of the Escrowed Funds and (B) the Escrowed Funds will be used substantially concurrently with such release to consummate, or in connection with the financing of, the ION Acquisition and the payment of fees and expenses in connection therewith and in connection with this offering of Notes; (ii) the Subsidiary Guarantors shall have, by supplemental indenture in the form of Exhibit D hereof, effective upon the Escrow Release Date, become, or substantially concurrently with the release of the Escrowed Funds shall become, parties to this Indenture; and (iii) the Company shall have, by supplemental indenture in the form of Exhibit D hereto, effective upon the Escrow Release Date, become, or substantially concurrently with the release of the Escrowed Funds shall become, party to this Indenture and primary obligor under the Notes and this Indenture as the surviving corporation of the merger of the Escrow Issuer with and into Scripps.

Escrow of Proceeds. (a) The Issuer shall apply the Escrowed Property in accordance with the terms of the Escrow Agreement. (b) On the Issue Datedate of this Indenture, unless the Eden Acquisition shall have been consummated simultaneously Escrow Issuer will enter into an escrow agreement (the “Escrow Agreement”) with the consummation Trustee and U.S. Bank Trust Company, National Association, as escrow agent (in such capacity, together with its successors, the “Escrow Agent”). Pursuant to the terms of the offering Escrow Agreement, on the date of this Indenture, the Notes, (i) the Escrow Issuer shall will deposit (or cause to be deposited) in an escrow account maintained with The Bank of New York Mellon (into the “Escrow Agent”) (such account referred to as the “Escrow Account”, (i) (x) cash in the an amount of €450,000,000, representing equal to the gross proceeds from of the offering of the Notes (the “Proceeds”) and (yii) an additional amount in cash in the amount of €2,543,750, representingthat, when taken together with the amount of the Proceeds, an amount is sufficient to fund a the Special Mandatory Redemption of the Notes on July 31, 2016the date that is the last day of the sixth full calendar month following the Issue Date, if a Special Mandatory Redemption were to occur on such date, plus an amount equal to six date (6) days of interest accrued on the Notes and (ii) the Issuer, the U.S. Trustee and the Escrow Agent shall enter into an Escrow Agreement to be dated as of the Issue Date (as such agreement may be amended, restated or otherwise modified, the “Escrow AgreementEscrowed Property”). (bc) The Unless the Escrow Issuer agrees that (i) following the Issue Date, it shall deposit or cause to be deposited into the Escrow Account such additional amounts in cash as are required pursuant to Section 3 of the Escrow Agreement (the “Additional Deposits”); (ii) the terms of the Escrow Agreement shall control the conditions under which and procedures pursuant to which the Escrow Property (defined in the Escrow Agreement) shall be released; and (iii) it will only be entitled to direct has then directed the Escrow Agent to release the Escrowed Property pursuant to clause (e) below or (ii) delivered notice to the Escrow Agent to the effect set forth in Section 5.10(a)(ii), commencing with the first day of the seventh full calendar month following the Issue Date, and, thereafter, the first date of each full calendar month following the seventh full calendar month, at least two (2) business days prior to such date (each such date, a “Deposit Date”), the Escrow Issuer will deposit, or cause to be deposited, cash by wire transfer in the Escrow Account in an amount equal to the monthly interest that would accrue on the Notes during such next calendar month (as calculated by Escrow Issuer in accordance with this Indenture); provided that to the extent the Termination Date has been extended to March 18, 2023 pursuant to Section 8.01(b) of the P2E Purchase Agreement, such interest amount for such calendar month shall equal the interest that would accrue on the Notes from the first date of such month to the Termination Date. (d) The 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 a release request referred to in clause (e) below, (ii) the Termination Date, (iii) the date on which the Escrow Issuer delivers notice to the Escrow Agent to the effect set forth in Section 5.10(a)(ii), and (iv) the date on which the Escrow Issuer fails to timely deposit (or cause to be timely deposited) in cash such amounts required by clause (c) above on or prior to three (3) business days after the applicable Deposit Date. (e) Pursuant to the terms of the Escrow Agreement, the Escrowed Property held in the Escrow Account will be released (the “Escrow Release”) to, or as directed by, the Escrow Issuer within two (2) Business Days following delivery by the Escrow Issuer to the Escrow Agent and the Trustee, not later than the Termination Date, of a release request (in the form and substance as set forth in the Escrow Agreement) instructing the Escrow Agent to release the Escrowed Property and certifying that the following conditions (collectively, the “Escrow Release Conditions”) have been or, substantially concurrent with the release of the Escrowed Property will be, satisfied (the date of the Escrow Release is hereinafter referred to as the “Escrow Release Date”): (i) the Acquisition will occur not later than the Termination Date substantially concurrent with the release of the Escrowed Property from the Escrow Account; (ii) all Escrowed Property will be applied in the manner described under the caption “Use of Proceeds” in the Offering Memorandum; and (iii) (i) the Company has assumed, or substantially concurrent with the release of the Escrowed Property from the Escrow Account shall assume, all of the rights and obligations of the Issuer under the Notes and this Indenture, by the execution and delivery of a supplemental indenture by the Company on or prior to the Escrow Release Date and (b) each of the Initial Guarantors shall have, by supplemental indenture, become, or substantially concurrent with the Escrow Release shall become, parties to this Indenture in the capacities described in this Indenture. (f) The Escrow Issuer will grant the Trustee, for the benefit of the Holders of the Notes, a first-priority security interest in the Escrow Account and all deposits therein to secure the payment of the Special Mandatory Redemption Price; 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 Account on the Escrow Release Date. The Escrow Agent will invest the Escrowed Property in such specified cash equivalents and treasury securities, and liquidate such specified cash equivalents and treasury securities, as the Escrow Issuer will from time to time direct in writing, in accordance with the Escrow Agreement (in which case the Escrow Property will be paid to or as directed by the Issuer)Agreement.

Escrow of Proceeds. (a) On If the conditions to the Escrow Release set forth in Section 4.13(b) shall not be satisfied substantially concurrently with the execution of this Indenture, on the Issue Date, unless the Eden Acquisition Escrow Issuer shall have been consummated simultaneously enter into an escrow agreement (the “Escrow Agreement”) with the consummation of the offering of the NotesTrustee and U.S. Bank National Association, (i) the Issuer shall deposit (or cause to be deposited) in an as escrow account maintained with The Bank of New York Mellon agent (the “Escrow Agent”) (such account referred ), pursuant to as the “Escrow Account”) (x) cash in the amount of €450,000,000, representing the gross proceeds from the offering of the Notes (the “Proceeds”) and (y) cash in the amount of €2,543,750, representing, when taken together with the amount of the Proceeds, an amount sufficient to fund a Special Mandatory Redemption of the Notes on July 31, 2016, if a Special Mandatory Redemption were to occur on such date, plus an amount equal to six (6) days of interest accrued on the Notes and (ii) the Issuer, the U.S. Trustee and which the Escrow Agent shall enter into an Escrow Agreement to be dated as of the Issue Date (as such agreement may be amended, restated or otherwise modified, the “Escrow Agreement”). (b) The Issuer agrees that (i) following the Issue Date, it shall deposit or cause to be deposited on the Issue Date in a segregated escrow account (the “Escrow Account”) with the Escrow Agent (collectively, with any other property from time to time held by the Escrow Agent for the benefit of Holders, the “Escrowed Property”): (i) an amount equal to the net proceeds from the offering of the Securities and (ii) an additional amount in cash that, when taken together with the net proceeds of the offering of the Securities deposited into the Escrow Account, is equal to 100.0% of the principal amount of the Securities plus the amount of interest that will accrue on the Securities through October 31, 2017. In addition, the Escrow Agreement shall provide that on or prior to the date that is five Business Days prior to the last day of each month, from and including October 2017 through and including July 2018 (in each case, unless the Escrow Release has occurred), the Escrow Issuer shall deposit, or the Company shall cause to be deposited, into the Escrow Account such additional amounts an amount in cash as are required pursuant equal to Section 3 the amount of interest that shall accrue on the Securities from (and including) the first day of the following month through (and including) the last day of such following month. In the event that the conditions to the Escrow Release have not been satisfied on or prior to February 28, 2018, the Escrow Agreement shall require the Escrow Issuer to deposit, or the Company to cause to be deposited, into the Escrow Account on March 1, 2018 an additional amount of cash that, when taken together with the Escrowed Property (excluding amounts deposited in respect of prefunded interest) then held in the Escrow Account, is equal to 101.0% of the principal amount of the Securities. If the Acquisition closes substantially concurrently with the execution of this Indenture, then, notwithstanding anything in this Indenture to the contrary, the Escrow Account arrangements described herein shall not be implemented and the Securities shall not be subject to the Special Mandatory Redemption provisions set forth on the reverse side of the Security. (b) Pursuant to the Escrow Agreement, the Escrowed Property shall be released to the Company (the “Additional DepositsEscrow Release”; the date of such Escrow Release, the “Escrow Release Date”), substantially concurrently with the consummation of the Acquisition; provided, however, that, on or prior to the Outside Date, the Escrow Agent shall have received from the Company an Officer’s Certificate reasonably acceptable to the Escrow Agent to the effect that: Table of Contents (iii) all of the conditions precedent to the consummation of the Acquisition have been satisfied or waived (other than those conditions that by their terms are to be satisfied substantially concurrently with the consummation of the Acquisition) and the Escrowed Property shall be used on a substantially concurrent basis by the Company to consummate the Acquisition in accordance with the terms of the Escrow Stock Purchase Agreement shall control as in effect on the conditions under which and procedures pursuant Issue Date, together with any amendment, modification or waiver thereof that is not materially adverse to which the Escrow Property (defined in the Escrow Agreement) shall be released; and (iii) it will only be entitled to direct the Escrow Agent to release the Escrow Property in accordance with the Escrow Agreement (in which case the Escrow Property will be paid to or as directed by the Issuer).Holders;

Escrow of Proceeds. (a) On the Issue DateThe Company, unless the Eden Acquisition shall have been consummated simultaneously contemporaneously with the consummation of the offering of the Notesentering into this Indenture, (i) the Issuer shall deposit (or cause to be deposited) in is entering into an escrow account maintained agreement (the “Escrow Agreement”) with The Bank of New York Mellon Xxxxx Fargo Bank, N.A., as escrow agent (the “Escrow Agent”) (such account referred to as and Xxxx TV. The Company shall apply the “Escrow Account”) (x) cash Escrowed Funds in accordance with the amount of €450,000,000, representing the gross proceeds from the offering terms of the Notes (the “Proceeds”) and (y) cash in the amount of €2,543,750, representing, when taken together with the amount of the Proceeds, an amount sufficient to fund a Special Mandatory Redemption of the Notes on July 31, 2016, if a Special Mandatory Redemption were to occur on such date, plus an amount equal to six (6) days of interest accrued on the Notes and (ii) the Issuer, the U.S. Trustee and the Escrow Agent shall enter into an Escrow Agreement to be dated as of the Issue Date (as such agreement may be amended, restated or otherwise modified, the “Escrow Agreement”). (b) The Issuer agrees that (i) following the Issue Date, it Company shall deposit or cause to be deposited into one or more accounts (collectively, the “Escrow Account”) with the Escrow Agent an amount equal to the gross proceeds of the Notes (collectively, with any other property from time to time held by the Escrow Agent for the benefit of the Holders, the “Escrowed Funds”). (c) Subject to clause (e) below, the Escrowed Funds will be held in the Escrow Account such additional amounts until the earliest of (i) the date on which the Company delivers to the Escrow Agent the Officer’s Certificate referred to in cash as are required pursuant paragraph (f) below (the “Release Request”), (ii) the Escrow End Date and (iii) the date on which the Company delivers notice to the Escrow Agent to the effect set forth in Section 3 3.08(ii) above. (d) The Company will grant the Trustee, for its benefit and the benefit of the Holders of the Notes subject to certain liens of the Escrow Agreement (Agent, a first-priority security interest in the “Additional Deposits”)Escrow Account and all deposits and investment property therein to secure the payment of the Special Mandatory Redemption Price; (ii) provided, however, that such lien and security interest shall automatically be released and terminate at such time as the Escrowed Funds are released from the escrow on the Escrow Release Date. The Escrow Agent will invest the Escrowed Funds in such Eligible Escrow Investments as the Company may from time to time direct in writing in accordance with the terms of the Escrow Agreement. (e) The Escrow Agreement shall control provide for the conditions Escrow Agent to release a portion of the Escrowed Funds 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 which this Indenture as set forth in Section 4.01. (f) Other than in connection with the payment of a semi-annual interest payment as set forth in Section 4.01 and procedures pursuant to which the Escrow Property (defined in previous paragraph, the Escrow Agreement) shall be released; and (iii) it Company will only be entitled to direct the Escrow Agent to release the Escrow Property in accordance with the Escrow Agreement Escrowed Funds (in which case the Escrow Property Escrowed Funds will be paid to or as directed by the IssuerCompany) (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 Escrowed Funds, will be satisfied (the date of the Escrow Release is hereinafter referred to as the “Escrow Release Date”): (i) (A) all conditions precedent to the consummation of the Acquisition will have been satisfied or waived in accordance with the terms of the 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 Escrowed Funds will be used substantially concurrently with such release to consummate the Transactions; provided that the terms of the Agreement and Plan of Merger shall not have been amended, modified, consented to or waived and the Agreement and Plan of Merger shall not have been terminated on or prior to the Escrow Release Date except for such amendments, modifications, consents or waivers that, in the aggregate, are not materially adverse (after giving effect to the consummation of the Transactions) to the Holders of the Notes as determined by the Company acting in good faith or otherwise as may be consented to by the holders of not less than a majority in aggregate principal amount of then-outstanding Notes (it being understood that any increase or reduction in the purchase price or consideration in respect of the Acquisition is not, in and of itself, materially adverse to the Holders of the Notes); (ii) all conditions precedent to the effectiveness of, and borrowings under, the Fourth Amended and Restated Credit Agreement will 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 Fourth Amended and Restated Credit Agreement to be drawn in connection with the Acquisition will be available to the Company on the Escrow Release Date; and (iii) the Subsidiary Guarantors shall have, by supplemental indenture in the form of Exhibit E hereof, effective upon the Escrow Release Date, become, or substantially concurrently with the release of the Escrowed Funds shall become, parties to the Indenture. (iv) the Company shall have, by supplemental indenture in the form of Exhibit E hereto, effective upon the Escrow Release Date, become, or substantially concurrently with the release of the Escrowed Funds shall become, party to this Indenture and primary obligor under the Notes and this Indenture as the surviving corporation of the merger of the Escrow Issuer with and into the Company.