Common use of Establishment of Escrow Accounts Clause in Contracts

Establishment of Escrow Accounts. (1) As soon as reasonably practicable after the date of this Agreement the Escrow Trustee shall establish the Escrow Accounts and each such account shall be designated by the Escrow Trustee as a trust account. The Escrow Trustee shall provide to the Prospective Supervisors, Corp and plc prompt confirmation of the establishment of the Escrow Accounts. (2) On the Effective Date, Corp shall transfer, issue and allot the Basic Scheme Consideration and the plc Shareholder Stock to the Escrow Trustee or, in the case of any New Shares comprised therein, to its nominee to be held by the Escrow Trustee on the trusts set out in sub-clause (7) below and to be paid into or allocated to the following Escrow Accounts: (a) in the case of the portion of the Known Claims Segment which is to be distributed in accordance with the First Initial Distribution Notice, the relevant Admitted Known Corp Scheme Creditors Escrow Account; (b) in the case of the balance of the Known Claims Segment, the relevant Unadmitted Known Corp Scheme Creditors Escrow Account; (c) in the case of the Reserve Claims Segment, the relevant Reserve Corp Scheme Creditors Escrow Account; and (d) in the case of the plc Shareholder Stock, the plc Shareholders' Account. Except where defined herein, capitalised terms used in sub-clauses (2) and (3) of this clause 5 have the meanings given to them in the Corp Scheme. (3) Any Scheme Consideration, not being Basic Scheme Consideration, shall be paid into or allocated to the relevant Escrow Accounts by Corp in the manner directed by the Supervisors (acting in accordance with the authority given to them in the Corp Scheme) by a Transfer Notice. (4) On the Effective Date, plc shall, in accordance with clause 34 of the plc Scheme, direct that the Basic Scheme Consideration shall be transferred to the Escrow Trustee to be held by the Escrow Trustee on the trusts set out in sub-clause (7) below and to be paid into or allocated to the following Escrow Accounts: (a) in the case of the portion of the Known Claims Segment which is to be distributed in accordance with the First Initial Distribution Notice, the relevant Admitted Known plc Scheme Creditors Escrow Account; (b) in the case of the balance of the Known Claims Segment, the relevant Unadmitted Known plc Scheme Creditors Escrow Account; and (c) in the case of the Reserve Claims Segment, the relevant Reserve plc Scheme Creditors Escrow Account. Except where defined herein, capitalised terms used in sub-clauses (4) and (5) of this clause 5 have the meanings given to them in the plc Scheme. (5) Any Scheme Consideration, not being Basic Scheme Consideration, shall be paid into or allocated to the relevant Escrow Accounts by plc in the manner directed by the Supervisors (acting in accordance with the authority given to them under the plc Scheme) by a Transfer Notice. (6) The Escrow Trustee shall, promptly after receipt of any Scheme Consideration pursuant to any of sub-clauses (2) to (5) above, provide: (a) to Corp and the Supervisors an acknowledgement of the receipt of each part of the Scheme Consideration (as defined in the Corp Scheme) and plc Shareholder Stock transferred, issued and allotted to it; and (b) to plc and the Supervisors an acknowledgement of the receipt of each part of the Scheme Consideration (as defined in the plc Scheme) transferred to it. The Escrow Trustee shall maintain records of all its dealings with the Scheme Consideration and shall make such records (or copies thereof) available to Corp, plc and the Supervisors at all reasonable times upon request. (7) The Escrow Trustee shall hold: (a) the Admitted Known Corp Scheme Creditors Fund on bare trust for the Admitted Known Creditors named in the First Initial Distribution Notice absolutely in proportion to their respective entitlements to the First Initial Distribution under clause 23 of the Corp Scheme; (b) the Unadmitted Known Corp Scheme Creditors Fund and the Reserve Corp Scheme Creditors Fund on bare trust for the Scheme Creditors absolutely for application by the Escrow Trustee on their behalf in accordance with the Corp Scheme and this Agreement; (c) the plc Shareholder Fund on trust for the plc Shareholders absolutely in proportion to their respective entitlements under sub-clause 31(3) of the Corp Scheme; (d) the Admitted Known plc Scheme Creditors Fund on bare trust for the Admitted Known Creditors named in the First Initial Distribution Notice absolutely in proportion to their respective entitlements to the First Initial Distribution under clause 23 of the plc Scheme; and (e) the Unadmitted Known plc Scheme Creditors Fund and the Reserve plc Scheme Creditors Fund on bare trust for the Scheme Creditors absolutely for application by the Escrow Trustee on their behalf in accordance with the plc Scheme and this Agreement. Except where defined herein, capitalised terms used in paragraphs (a) to (c) of this sub-clause (7) have the meanings given to them in the Corp Scheme and capitalised terms used in paragraphs (d) and (e) of this sub-clause (7) have the meanings given to them in the plc Scheme. (8) It shall be a term of each trust constituted by sub-clause (7) above that: (a) the Supervisors of each Scheme shall have authority to give instructions to the Escrow Trustee and the Distribution Agent in order to give effect to the terms of the relevant Scheme and that the Distribution Agent shall have authority to act on the instructions of the Supervisors of the relevant Scheme, the directions of the Trustees and Ancrane contained in clauses 7(6) and 8(6) of this Agreement and in the Ancrane Direction Letter, the directions of Corp (on behalf of the persons absolutely entitled thereto) contained in clauses 7(11) and (12) of this Agreement and the directions of plc (on behalf of the persons absolutely entitled thereto) contained in clauses 8(8) and (9) of this Agreement with regard to the distribution of the property the subject of such trust; (b) the Escrow Trustee is authorised to take any action which the Supervisors may instruct for the purposes of the relevant Scheme, including by way of Distribution Notice and Transfer Notice; and (c) the duties of the Escrow Trustee in relation to each trust of confidentiality and acting in the interests only of the beneficiaries of such trust are disapplied to the extent necessary to enable the Escrow Trustee to take action in accordance with the terms of each Scheme. (9) The entity with which any Escrow Account is held may only be changed if the Escrow Trustee is directed to make such a change by the Supervisors and, if the Supervisors do make such a direction, the Distribution Agent shall use all reasonable efforts to assist in that change. (10) Neither the Escrow Trustee nor the Distribution Agent shall have, and each of them shall procure that none of their respective delegates shall have, any right of indemnity, set off, combination of accounts or any other right whatsoever to apply the assets comprised in the Trust Funds or any of them in discharge or satisfaction of any cost, right of reimbursement, expense, loss or other liability of the Escrow Trustee or, as the case may be, the Distribution Agent, and all such rights are hereby released by the Escrow Trustee and the Distribution Agent.

Establishment of Escrow Accounts. (1) As soon as reasonably practicable after the date of this Agreement the Escrow Trustee shall establish the Escrow Accounts and each such account shall be designated by the Escrow Trustee as a trust account. The Escrow Trustee shall provide On or prior to the Prospective Supervisors, Corp and plc prompt confirmation of the establishment of the Escrow Accounts. (2) On the Effective Date, Corp shall transfer, issue and allot the Basic Scheme Consideration Company and the plc Shareholder Stock Managing Dealer shall establish an interest-bearing escrow account with the Escrow Agent, which escrow account shall be entitled "ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF CNL HEALTH CARE PROPERTIES, INC." (the "Escrow Account"). All monies deposited in the Escrow Account are hereinafter referred to as the "Escrowed Funds." The Managing Dealer will, and will cause selected broker-dealers acting as Soliciting Dealers to, instruct subscribers to make checks for subscriptions payable to the Escrow Trustee or, in the case of any New Shares comprised therein, to its nominee to be held by the Escrow Trustee on the trusts set out in sub-clause (7) below and to be paid into or allocated to the following Escrow Accounts: (a) in the case of the portion of the Known Claims Segment which is to be distributed in accordance with the First Initial Distribution Notice, the relevant Admitted Known Corp Scheme Creditors Escrow Account; (b) in the case of the balance of the Known Claims Segment, the relevant Unadmitted Known Corp Scheme Creditors Escrow Account; (c) in the case of the Reserve Claims Segment, the relevant Reserve Corp Scheme Creditors Escrow Account; and (d) in the case of the plc Shareholder Stock, the plc Shareholders' Account. Except where defined herein, capitalised terms used in sub-clauses (2) and (3) of this clause 5 have the meanings given to them in the Corp Scheme. (3) Any Scheme Consideration, not being Basic Scheme Consideration, shall be paid into or allocated to the relevant Escrow Accounts by Corp in the manner directed by the Supervisors (acting in accordance with the authority given to them in the Corp Scheme) by a Transfer Notice. (4) On the Effective Date, plc shall, in accordance with clause 34 of the plc Scheme, direct that the Basic Scheme Consideration shall be transferred to the Escrow Trustee to be held by the Escrow Trustee on the trusts set out in sub-clause (7) below and to be paid into or allocated to the following Escrow Accounts: (a) in the case of the portion of the Known Claims Segment which is to be distributed in accordance with the First Initial Distribution Notice, the relevant Admitted Known plc Scheme Creditors Escrow Account; (b) in the case of the balance of the Known Claims Segment, the relevant Unadmitted Known plc Scheme Creditors Escrow Account; and (c) in the case of the Reserve Claims Segment, the relevant Reserve plc Scheme Creditors Escrow Account. Except where defined herein, capitalised terms used in sub-clauses (4) and (5) of this clause 5 have the meanings given to them in the plc Scheme. (5) Any Scheme Consideration, not being Basic Scheme Consideration, shall be paid into or allocated to the relevant Escrow Accounts by plc in the manner directed by the Supervisors (acting in accordance with the authority given to them under the plc Scheme) by a Transfer Notice. (6) The Escrow Trustee shall, promptly after receipt of any Scheme Consideration pursuant to any of sub-clauses (2) to (5) above, provide: (a) to Corp and the Supervisors an acknowledgement of the receipt of each part of the Scheme Consideration (as defined in the Corp Scheme) and plc Shareholder Stock transferred, issued and allotted to it; and (b) to plc and the Supervisors an acknowledgement of the receipt of each part of the Scheme Consideration (as defined in the plc Scheme) transferred to it. The Escrow Trustee shall maintain records of all its dealings with the Scheme Consideration and shall make such records (or copies thereof) available to Corp, plc and the Supervisors at all reasonable times upon request. (7) The Escrow Trustee shall hold: (a) the Admitted Known Corp Scheme Creditors Fund on bare trust for the Admitted Known Creditors named in the First Initial Distribution Notice absolutely in proportion to their respective entitlements to the First Initial Distribution under clause 23 of the Corp Scheme; (b) the Unadmitted Known Corp Scheme Creditors Fund and the Reserve Corp Scheme Creditors Fund on bare trust for the Scheme Creditors absolutely for application by the Escrow Trustee on their behalf in accordance with the Corp Scheme and this Agreement; (c) the plc Shareholder Fund on trust for the plc Shareholders absolutely in proportion to their respective entitlements under sub-clause 31(3) of the Corp Scheme; (d) the Admitted Known plc Scheme Creditors Fund on bare trust for the Admitted Known Creditors named in the First Initial Distribution Notice absolutely in proportion to their respective entitlements to the First Initial Distribution under clause 23 of the plc Scheme; and (e) the Unadmitted Known plc Scheme Creditors Fund and the Reserve plc Scheme Creditors Fund on bare trust for the Scheme Creditors absolutely for application by the Escrow Trustee on their behalf in accordance with the plc Scheme and this Agreement. Except where defined herein, capitalised terms used in paragraphs (a) to (c) of this sub-clause (7) have the meanings given to them in the Corp Scheme and capitalised terms used in paragraphs (d) and (e) of this sub-clause (7) have the meanings given to them in the plc Scheme. (8) It shall be a term of each trust constituted by sub-clause (7) above that: (a) the Supervisors of each Scheme shall have authority to give instructions to the Escrow Trustee and the Distribution Agent in order to give effect to the terms of the relevant Scheme and that the Distribution Agent shall have authority to act on the instructions of the Supervisors of the relevant Scheme, the directions of the Trustees and Ancrane contained in clauses 7(6) and 8(6) of this Agreement and in the Ancrane Direction Letter, the directions of Corp (on behalf of the persons absolutely entitled thereto) contained in clauses 7(11) and (12) of this Agreement and the directions of plc (on behalf of the persons absolutely entitled thereto) contained in clauses 8(8) and (9) of this Agreement with regard to the distribution of the property the subject of such trust; (b) the Escrow Trustee is authorised to take any action which the Supervisors may instruct for the purposes of the relevant Scheme, including by way of Distribution Notice and Transfer Notice; and (c) the duties of the Escrow Trustee in relation Agent until such time (if any) as the Escrowed Funds are deliverable to each trust the Company pursuant to the provisions of confidentiality Paragraph 5(a) below. From and acting in after such time, checks may be made payable to either the interests only Escrow Agent or the Company. Any checks received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Paragraph 5(a) below that are made payable to a party other than the Escrow Agent shall be returned to the Soliciting Dealer who submitted the check. The Managing Dealer may authorize certain Soliciting Dealers which are "$250,000 clearing broker-dealers" to instruct their customers to make their checks for Shares subscribed for payable directly to the Soliciting Dealer. In such case, the Soliciting Dealer will collect the proceeds of the beneficiaries of such trust are disapplied subscribers' checks and issue a check made payable to the extent necessary to enable the Escrow Trustee to take action in accordance with the terms of each Scheme. (9) The entity with which any Escrow Account is held may only be changed if the Escrow Trustee is directed to make such a change by the Supervisors and, if the Supervisors do make such a direction, the Distribution Agent shall use all reasonable efforts to assist in that change. (10) Neither the Escrow Trustee nor the Distribution Agent shall have, and each of them shall procure that none of their respective delegates shall have, any right of indemnity, set off, combination of accounts or any other right whatsoever to apply the assets comprised in the Trust Funds or any of them in discharge or satisfaction of any cost, right of reimbursement, expense, loss or other liability order of the Escrow Trustee or, as Agent for the case may be, aggregate amount of the Distribution Agent, and all such rights are hereby released by the Escrow Trustee and the Distribution Agentsubscription proceeds.

Establishment of Escrow Accounts. (1a) As soon The Frost Group Shareholders and Buyer hereby appoint Escrow Agent to serve as reasonably practicable after escrow agent hereunder. Escrow Agent hereby accepts such appointment and, upon receipt of the Escrow Deposit, agrees to hold, invest and disburse the Escrow Securities in accordance with this Agreement. (b) On the date of this Agreement Agreement, each of the Frost Group Shareholders will, in satisfaction of its obligations to the Buyer under the Stock Purchase Agreement, transfer the Escrow Trustee shall establish the Deposit to Escrow Accounts and each such account shall be designated Agent by the depositing with Escrow Trustee as a trust account. The Escrow Trustee shall provide to the Prospective Supervisors, Corp and plc prompt confirmation of the establishment Agent certificates for all of the Escrow Accounts. (2) On the Effective DateSecurities, Corp shall transfer, issue and allot the Basic Scheme Consideration and the plc Shareholder Stock to with stock powers assigning the Escrow Trustee or, in the case of any New Shares comprised therein, Securities to its nominee to be held by the Escrow Trustee on the trusts set out in sub-clause (7) below and to be paid into or allocated to the following Escrow Accounts: (a) in the case of the portion of the Known Claims Segment which is to be distributed in accordance with the First Initial Distribution Notice, the relevant Admitted Known Corp Scheme Creditors Escrow Account; (b) in the case of the balance of the Known Claims Segment, the relevant Unadmitted Known Corp Scheme Creditors Escrow Account;Buyer. (c) Escrow Agent shall establish a special escrow account, shall keep such account separate and apart from all other funds and assets held by it, and shall hold the Escrow Securities in escrow and administer the case Escrow Securities pursuant to the terms and conditions of the Reserve Claims Segment, the relevant Reserve Corp Scheme Creditors Escrow Account; andthis Agreement. (d) The Escrow Funds shall be deposited by Buyer with Escrow Agent and held in the case of the plc Shareholder Stock, the plc Shareholders' Account. Except where defined herein, capitalised terms used in sub-clauses (2) and (3) of this clause 5 have the meanings given to them in the Corp Schemeseparate account. (3) Any Scheme Consideration, not being Basic Scheme Consideration, shall be paid into or allocated to the relevant Escrow Accounts by Corp in the manner directed by the Supervisors (acting in accordance with the authority given to them in the Corp Scheme) by a Transfer Notice. (4) On the Effective Date, plc shall, in accordance with clause 34 of the plc Scheme, direct that the Basic Scheme Consideration shall be transferred to the Escrow Trustee to be held by the Escrow Trustee on the trusts set out in sub-clause (7) below and to be paid into or allocated to the following Escrow Accounts: (a) in the case of the portion of the Known Claims Segment which is to be distributed in accordance with the First Initial Distribution Notice, the relevant Admitted Known plc Scheme Creditors Escrow Account; (b) in the case of the balance of the Known Claims Segment, the relevant Unadmitted Known plc Scheme Creditors Escrow Account; and (c) in the case of the Reserve Claims Segment, the relevant Reserve plc Scheme Creditors Escrow Account. Except where defined herein, capitalised terms used in sub-clauses (4) and (5) of this clause 5 have the meanings given to them in the plc Scheme. (5) Any Scheme Consideration, not being Basic Scheme Consideration, shall be paid into or allocated to the relevant Escrow Accounts by plc in the manner directed by the Supervisors (acting in accordance with the authority given to them under the plc Scheme) by a Transfer Notice. (6) The Escrow Trustee shall, promptly after receipt of any Scheme Consideration pursuant to any of sub-clauses (2) to (5) above, provide: (a) to Corp and the Supervisors an acknowledgement of the receipt of each part of the Scheme Consideration (as defined in the Corp Scheme) and plc Shareholder Stock transferred, issued and allotted to it; and (b) to plc and the Supervisors an acknowledgement of the receipt of each part of the Scheme Consideration (as defined in the plc Scheme) transferred to it. The Escrow Trustee shall maintain records of all its dealings with the Scheme Consideration and shall make such records (or copies thereof) available to Corp, plc and the Supervisors at all reasonable times upon request. (7) The Escrow Trustee shall hold: (a) the Admitted Known Corp Scheme Creditors Fund on bare trust for the Admitted Known Creditors named in the First Initial Distribution Notice absolutely in proportion to their respective entitlements to the First Initial Distribution under clause 23 of the Corp Scheme; (b) the Unadmitted Known Corp Scheme Creditors Fund and the Reserve Corp Scheme Creditors Fund on bare trust for the Scheme Creditors absolutely for application by the Escrow Trustee on their behalf in accordance with the Corp Scheme and this Agreement; (c) the plc Shareholder Fund on trust for the plc Shareholders absolutely in proportion to their respective entitlements under sub-clause 31(3) of the Corp Scheme; (d) the Admitted Known plc Scheme Creditors Fund on bare trust for the Admitted Known Creditors named in the First Initial Distribution Notice absolutely in proportion to their respective entitlements to the First Initial Distribution under clause 23 of the plc Scheme; and (e) The Escrow Securities and Escrow Funds are referred to herein as the Unadmitted Known plc Scheme Creditors Fund and the Reserve plc Scheme Creditors Fund on bare trust for the Scheme Creditors absolutely for application by the Escrow Trustee on their behalf in accordance with the plc Scheme and this Agreement. Except where defined herein, capitalised terms used in paragraphs (a) to (c) of this sub-clause (7) have the meanings given to them in the Corp Scheme and capitalised terms used in paragraphs (d) and (e) of this sub-clause (7) have the meanings given to them in the plc Scheme“Escrow”. (8) It shall be a term of each trust constituted by sub-clause (7f) above that: (a) the Supervisors of each Scheme shall have authority to give instructions Except to the Escrow Trustee extent that and the Distribution Agent in order to give effect to the terms of the relevant Scheme and that the Distribution Agent shall have authority to act on the instructions of the Supervisors of the relevant Scheme, the directions of the Trustees and Ancrane contained in clauses 7(6) and 8(6) of this Agreement and in the Ancrane Direction Letter, the directions of Corp until Representative (on behalf of the persons absolutely Frost Group Shareholders) or Buyer is or becomes expressly entitled thereto) contained in clauses 7(11) and (12) of this Agreement and the directions of plc (on behalf of the persons absolutely entitled thereto) contained in clauses 8(8) and (9) of this Agreement with regard to the a distribution of the property the subject of such trust; (b) the Escrow Trustee is authorised to take any action which the Supervisors may instruct for the purposes of the relevant Scheme, including by way of Distribution Notice and Transfer Notice; and (c) the duties all or a portion of the Escrow Trustee in relation pursuant to each trust of confidentiality and acting in the interests only of the beneficiaries of such trust are disapplied to the extent necessary to enable the Escrow Trustee to take action in accordance with the terms of each Scheme. (9) The entity with which any this Agreement, the Frost Group Shareholders and Buyer intend, and hereby inform Escrow Account is held may only be changed if Agent, that the Escrow Trustee is directed to make shall constitute an escrow account in which neither the Frost Group Shareholders nor Buyer nor their respective creditors have any legal or equitable right, title or interest of any kind whatsoever, except for such a change rights, title and interests as are expressly conveyed by the Supervisors and, if the Supervisors do make such a direction, the Distribution Agent shall use all reasonable efforts to assist in that changeterms and conditions of this Agreement. (10) Neither the Escrow Trustee nor the Distribution Agent shall have, and each of them shall procure that none of their respective delegates shall have, any right of indemnity, set off, combination of accounts or any other right whatsoever to apply the assets comprised in the Trust Funds or any of them in discharge or satisfaction of any cost, right of reimbursement, expense, loss or other liability of the Escrow Trustee or, as the case may be, the Distribution Agent, and all such rights are hereby released by the Escrow Trustee and the Distribution Agent.

Establishment of Escrow Accounts. Within ten (110) As soon as reasonably practicable after Business Days from the date execution of this Agreement Agreement, the Parties shall enter into the Escrow Trustee shall establish Agreement attached hereto as Exhibit D with the Escrow Accounts and each such account shall be designated Agent selected by the Escrow Trustee as a trust account. The Escrow Trustee City, and EDC and/or CDC shall provide to deposit the Prospective Supervisors, Corp and plc prompt confirmation aggregate amount of the establishment of the Escrow Accounts. (2) On the Effective Date, Corp shall transfer, issue and allot the Basic Scheme Consideration and the plc Shareholder Stock to the Escrow Trustee or, in the case of any New Shares comprised therein, to its nominee $5,000,000.00 to be held by the Escrow Trustee on Agent in an interest-bearing account (the trusts set out in sub-clause (7) below and to “Xxxxxxx Money Funds Escrow Account”), which amount shall be paid into or allocated to the following Escrow Accounts: (a) in the case of the portion of the Known Claims Segment which is to be distributed disbursed in accordance with the First Initial Distribution Noticeprovisions of Section 2.10 hereof (the “Xxxxxxx Money Funds”). On or before October 1, 2012 (the “Fund Delivery Deadline”), the relevant Admitted Known Corp Scheme Creditors Escrow Account; (b) in the case of the balance of the Known Claims Segment, the relevant Unadmitted Known Corp Scheme Creditors Escrow Account; (c) in the case of the Reserve Claims Segment, the relevant Reserve Corp Scheme Creditors Escrow Account; and (d) in the case of the plc Shareholder Stock, the plc Shareholders' Account. Except where defined herein, capitalised terms used in sub-clauses (2) and (3) of this clause 5 have the meanings given to them in the Corp Scheme. (3) Any Scheme Consideration, not being Basic Scheme Consideration, Frisco Parties shall be paid into or allocated to the relevant Escrow Accounts by Corp in the manner directed by the Supervisors (acting in accordance with the authority given to them in the Corp Scheme) by a Transfer Notice. (4) On the Effective Date, plc shall, in accordance with clause 34 of the plc Scheme, direct that the Basic Scheme Consideration shall be transferred to the Escrow Trustee deposit $1,000,000.00 to be held by the Escrow Trustee on Agent in an interest-bearing account, subject to additional deposits in accordance with Section 5.2 (the trusts “Remediation Funds Escrow Account”), which shall be disbursed to Exide in reimbursement of the remediation costs associated with J Parcel as more fully set out in subSection 5.2 hereof (the “Remediation Funds”). On or before the Fund Delivery Deadline, the EDC shall deposit the EDC Purchase Price (less the amount of the Xxxxxxx Money Funds deposited by EDC into the Xxxxxxx Money Funds Escrow Account) into an interest-clause (7) below and bearing account with the Escrow Agent to be paid into held and disbursed as set forth in Section 2.11 and Article 12 below (the “Purchase Price Escrow Account”). On or allocated to before the following Escrow Accounts: Fund Delivery Deadline, the CDC shall deposit the CDC Purchase Price (a) in less the case amount of the portion of Xxxxxxx Money Funds deposited by CDC into the Known Claims Segment which is to be distributed in accordance with the First Initial Distribution Notice, the relevant Admitted Known plc Scheme Creditors Xxxxxxx Money Funds Escrow Account; (b) in into the case of the balance of the Known Claims Segment, the relevant Unadmitted Known plc Scheme Creditors Escrow Account; and (c) in the case of the Reserve Claims Segment, the relevant Reserve plc Scheme Creditors Purchase Price Escrow Account. Except where defined hereinEDC and CDC shall also deposit with the Escrow Agent in the Purchase Price Escrow Account the Purchasers’ Resolutions by the Fund Delivery Deadline. Within three (3) Business Days from receiving written confirmation from the Escrow Agent that the Remediation Funds have been deposited into the Remediation Funds Escrow Account and the EDC Purchase Price, capitalised terms used in sub-clauses the CDC Purchase Price and the Purchaser’s Resolutions have been deposited into the Purchase Price Escrow Account (4the “Deed Delivery Deadline”), Exide shall execute and deliver to the Escrow Agent a special warranty deed to the EDC Tract (the “EDC Tract Deed”) and a special warranty deed to the CDC Tract (5) of this clause 5 have the meanings given “CDC Tract Deed” and collectively with the EDC Tract Deed, the “Deeds”), and the Access Easement to them be held in the plc Scheme. (5) Any Scheme ConsiderationPurchase Price Escrow Account and delivered to the EDC and the CDC, respectively, on the Closing Date. The Deeds shall be in the form attached as Exhibit E. Exide shall also deposit with the Escrow Agent in the Purchase Price Escrow Account two original Non-Foreign Person Affidavits and two originals of the Exide Resolutions by the Deed Delivery Deadline. The Deeds, Access Easements and Non-Foreign Person Affidavits delivered to the Escrow Agent shall be duly executed and notarized, where appropriate, and, where appropriate, be in recordable form, but shall not being Basic Scheme Considerationbe dated. Interest on the funds held in the Purchase Price Escrow Account shall accrue to the account of EDC and CDC, respectively, and, except as otherwise provided herein, shall be immediately released and paid into or allocated to EDC and CDC, at the time of the disbursement of the EDC Purchase Price and the CDC Purchase Price to Exide. Interest on the funds held in the Xxxxxxx Money Escrow Account shall accrue to the relevant Escrow Accounts by plc in the manner directed by the Supervisors (acting in accordance with the authority given to them under the plc Scheme) by a Transfer Notice. (6) The Escrow Trustee shallaccount of EDC and/or CDC, promptly after receipt of any Scheme Consideration pursuant to any of sub-clauses (2) to (5) above, provide: (a) to Corp and the Supervisors an acknowledgement of the receipt of each part of the Scheme Consideration (as defined in the Corp Scheme) and plc Shareholder Stock transferred, issued and allotted to it; and (b) to plc and the Supervisors an acknowledgement of the receipt of each part of the Scheme Consideration (as defined in the plc Scheme) transferred to it. The Escrow Trustee shall maintain records of all its dealings with the Scheme Consideration and shall make such records (or copies thereof) available to Corp, plc and the Supervisors at all reasonable times upon request. (7) The Escrow Trustee shall hold: (a) the Admitted Known Corp Scheme Creditors Fund on bare trust for the Admitted Known Creditors named in the First Initial Distribution Notice absolutely in proportion to their respective entitlements relative contribution to the First Initial Distribution under clause 23 funding of the Corp Scheme; (b) Xxxxxxx Money Funds Escrow Account, and shall be immediately released and paid to EDC and/or CDC, as applicable, at the Unadmitted Known Corp Scheme Creditors Fund time of the final disbursement of Xxxxxxx Money Funds from the Xxxxxxx Money Funds Escrow Account as set forth herein. All administrative costs associated with the Remediation Funds Escrow Account, Xxxxxxx Money Funds Escrow Account and the Reserve Corp Scheme Creditors Fund Purchase Price Escrow Account shall be the sole cost and expense of the EDC and CDC on bare trust for the Scheme Creditors absolutely for application by the Escrow Trustee on their behalf in accordance with the Corp Scheme and this Agreement; (c) the plc Shareholder Fund on trust for the plc Shareholders absolutely a pro rata basis, which pro rata calculation shall be in proportion to their respective entitlements under sub-clause 31(3) the EDC and/or the CDC funding of the Corp Scheme; (d) the Admitted Known plc Scheme Creditors Fund on bare trust for the Admitted Known Creditors named in the First Initial Distribution Notice absolutely in proportion to their respective entitlements to the First Initial Distribution under clause 23 of the plc Scheme; and (e) the Unadmitted Known plc Scheme Creditors Fund and the Reserve plc Scheme Creditors Fund on bare trust for the Scheme Creditors absolutely for application by the Escrow Trustee on their behalf in accordance with the plc Scheme and this Agreement. Except where defined herein, capitalised terms used in paragraphs (a) to (c) of this sub-clause (7) have the meanings given to them in the Corp Scheme and capitalised terms used in paragraphs (d) and (e) of this sub-clause (7) have the meanings given to them in the plc Schemeescrow accounts. (8) It shall be a term of each trust constituted by sub-clause (7) above that: (a) the Supervisors of each Scheme shall have authority to give instructions to the Escrow Trustee and the Distribution Agent in order to give effect to the terms of the relevant Scheme and that the Distribution Agent shall have authority to act on the instructions of the Supervisors of the relevant Scheme, the directions of the Trustees and Ancrane contained in clauses 7(6) and 8(6) of this Agreement and in the Ancrane Direction Letter, the directions of Corp (on behalf of the persons absolutely entitled thereto) contained in clauses 7(11) and (12) of this Agreement and the directions of plc (on behalf of the persons absolutely entitled thereto) contained in clauses 8(8) and (9) of this Agreement with regard to the distribution of the property the subject of such trust; (b) the Escrow Trustee is authorised to take any action which the Supervisors may instruct for the purposes of the relevant Scheme, including by way of Distribution Notice and Transfer Notice; and (c) the duties of the Escrow Trustee in relation to each trust of confidentiality and acting in the interests only of the beneficiaries of such trust are disapplied to the extent necessary to enable the Escrow Trustee to take action in accordance with the terms of each Scheme. (9) The entity with which any Escrow Account is held may only be changed if the Escrow Trustee is directed to make such a change by the Supervisors and, if the Supervisors do make such a direction, the Distribution Agent shall use all reasonable efforts to assist in that change. (10) Neither the Escrow Trustee nor the Distribution Agent shall have, and each of them shall procure that none of their respective delegates shall have, any right of indemnity, set off, combination of accounts or any other right whatsoever to apply the assets comprised in the Trust Funds or any of them in discharge or satisfaction of any cost, right of reimbursement, expense, loss or other liability of the Escrow Trustee or, as the case may be, the Distribution Agent, and all such rights are hereby released by the Escrow Trustee and the Distribution Agent.

Establishment of Escrow Accounts. Within ten (110) As soon as reasonably practicable after Business Days from the date execution of this Agreement Agreement, the Parties shall enter into the Escrow Trustee shall establish Agreement attached hereto as Exhibit D with the Escrow Accounts and each such account shall be designated Agent selected by the Escrow Trustee as a trust account. The Escrow Trustee City, and EDC and/or CDC shall provide to deposit the Prospective Supervisors, Corp and plc prompt confirmation aggregate amount of the establishment of the Escrow Accounts. (2) On the Effective Date, Corp shall transfer, issue and allot the Basic Scheme Consideration and the plc Shareholder Stock to the Escrow Trustee or, in the case of any New Shares comprised therein, to its nominee $5,000,000.00 to be held by the Escrow Trustee on Agent in an interest-bearing account (the trusts set out in sub-clause (7) below and to “Xxxxxxx Money Funds Escrow Account”), which amount shall be paid into or allocated to the following Escrow Accounts: (a) in the case of the portion of the Known Claims Segment which is to be distributed disbursed in accordance with the First Initial Distribution Noticeprovisions of Section 2.10 hereof (the “Xxxxxxx Money Funds”). On or before October 1, 2012 (the “Fund Delivery Deadline”), the relevant Admitted Known Corp Scheme Creditors Escrow Account; (b) in the case of the balance of the Known Claims Segment, the relevant Unadmitted Known Corp Scheme Creditors Escrow Account; (c) in the case of the Reserve Claims Segment, the relevant Reserve Corp Scheme Creditors Escrow Account; and (d) in the case of the plc Shareholder Stock, the plc Shareholders' Account. Except where defined herein, capitalised terms used in sub-clauses (2) and (3) of this clause 5 have the meanings given to them in the Corp Scheme. (3) Any Scheme Consideration, not being Basic Scheme Consideration, Frisco Parties shall be paid into or allocated to the relevant Escrow Accounts by Corp in the manner directed by the Supervisors (acting in accordance with the authority given to them in the Corp Scheme) by a Transfer Notice. (4) On the Effective Date, plc shall, in accordance with clause 34 of the plc Scheme, direct that the Basic Scheme Consideration shall be transferred to the Escrow Trustee deposit $1,000,000.00 to be held by the Escrow Trustee on Agent in an interest-bearing account, subject to additional deposits in accordance with Section 5.2 (the trusts “Remediation Funds Escrow Account”), which shall be disbursed to Exide in reimbursement of the remediation costs associated with J Parcel as more fully set out in subSection 5.2 hereof (the “Remediation Funds”). On or before the Fund Delivery Deadline, the EDC shall deposit the EDC Purchase Price (less the amount of the Xxxxxxx Money Funds deposited by EDC into the Xxxxxxx Money Funds Escrow Account) into an interest-clause (7) below and bearing account with the Escrow Agent to be paid into held and disbursed as set forth in Section 2.11 and Article 12 below (the “Purchase Price Escrow Account”). On or allocated to before the following Escrow Accounts: Fund Delivery Deadline, the CDC shall deposit the CDC Purchase Price (a) in less the case amount of the portion of Xxxxxxx Money Funds deposited by CDC into the Known Claims Segment which is to be distributed in accordance with the First Initial Distribution Notice, the relevant Admitted Known plc Scheme Creditors Xxxxxxx Money Funds Escrow Account; (b) in into the case of the balance of the Known Claims Segment, the relevant Unadmitted Known plc Scheme Creditors Escrow Account; and (c) in the case of the Reserve Claims Segment, the relevant Reserve plc Scheme Creditors Purchase Price Escrow Account. Except where defined hereinEDC and CDC shall also deposit with the Escrow Agent in the Purchase Price Escrow Account the Purchasers’ Resolutions by the Fund Delivery Deadline. Within three (3) Business Days from receiving written confirmation from the Escrow Agent that the Remediation Funds have been deposited into the Remediation Funds Escrow Account and the EDC Purchase Price, capitalised terms used in sub-clauses the CDC Purchase Price and the Purchaser’s Resolutions have been deposited into the Purchase Price Escrow Account (4the “Deed Delivery Deadline”), Exide shall execute and deliver to the Escrow Agent a special warranty deed to the EDC Tract (the “EDC Tract Deed”) and a special warranty deed to the CDC Tract (5) of this clause 5 have the meanings given “CDC Tract Deed” and collectively with the EDC Tract Deed, the “Deeds”), and the Access Easement to them be held in the plc Scheme. (5) Any Scheme ConsiderationPurchase Price Escrow Account and delivered to the EDC and the CDC, respectively, on the Closing Date. The Deeds shall be in the form attached as Exhibit E. Exide shall also deposit with the Escrow Agent in the Purchase Price Escrow Account two original Non-Foreign Person Affidavits and two originals of the Exide Resolutions by the Deed Delivery Deadline. The Deeds, Access Easements and Non-Foreign Person Affidavits delivered to the Escrow Agent shall be duly executed and notarized, where appropriate, and, where appropriate, be in recordable form, but shall not being Basic Scheme Considerationbe dated. Interest on the funds held in the Purchase Price Escrow Account Page 3 shall accrue to the account of EDC and CDC, respectively, and, except as otherwise provided herein, shall be immediately released and paid into or allocated to EDC and CDC, at the time of the disbursement of the EDC Purchase Price and the CDC Purchase Price to Exide. Interest on the funds held in the Xxxxxxx Money Escrow Account shall accrue to the relevant Escrow Accounts by plc in the manner directed by the Supervisors (acting in accordance with the authority given to them under the plc Scheme) by a Transfer Notice. (6) The Escrow Trustee shallaccount of EDC and/or CDC, promptly after receipt of any Scheme Consideration pursuant to any of sub-clauses (2) to (5) above, provide: (a) to Corp and the Supervisors an acknowledgement of the receipt of each part of the Scheme Consideration (as defined in the Corp Scheme) and plc Shareholder Stock transferred, issued and allotted to it; and (b) to plc and the Supervisors an acknowledgement of the receipt of each part of the Scheme Consideration (as defined in the plc Scheme) transferred to it. The Escrow Trustee shall maintain records of all its dealings with the Scheme Consideration and shall make such records (or copies thereof) available to Corp, plc and the Supervisors at all reasonable times upon request. (7) The Escrow Trustee shall hold: (a) the Admitted Known Corp Scheme Creditors Fund on bare trust for the Admitted Known Creditors named in the First Initial Distribution Notice absolutely in proportion to their respective entitlements relative contribution to the First Initial Distribution under clause 23 funding of the Corp Scheme; (b) Xxxxxxx Money Funds Escrow Account, and shall be immediately released and paid to EDC and/or CDC, as applicable, at the Unadmitted Known Corp Scheme Creditors Fund time of the final disbursement of Xxxxxxx Money Funds from the Xxxxxxx Money Funds Escrow Account as set forth herein. All administrative costs associated with the Remediation Funds Escrow Account, Xxxxxxx Money Funds Escrow Account and the Reserve Corp Scheme Creditors Fund Purchase Price Escrow Account shall be the sole cost and expense of the EDC and CDC on bare trust for the Scheme Creditors absolutely for application by the Escrow Trustee on their behalf in accordance with the Corp Scheme and this Agreement; (c) the plc Shareholder Fund on trust for the plc Shareholders absolutely a pro rata basis, which pro rata calculation shall be in proportion to their respective entitlements under sub-clause 31(3) the EDC and/or the CDC funding of the Corp Scheme; (d) the Admitted Known plc Scheme Creditors Fund on bare trust for the Admitted Known Creditors named in the First Initial Distribution Notice absolutely in proportion to their respective entitlements to the First Initial Distribution under clause 23 of the plc Scheme; and (e) the Unadmitted Known plc Scheme Creditors Fund and the Reserve plc Scheme Creditors Fund on bare trust for the Scheme Creditors absolutely for application by the Escrow Trustee on their behalf in accordance with the plc Scheme and this Agreement. Except where defined herein, capitalised terms used in paragraphs (a) to (c) of this sub-clause (7) have the meanings given to them in the Corp Scheme and capitalised terms used in paragraphs (d) and (e) of this sub-clause (7) have the meanings given to them in the plc Schemeescrow accounts. (8) It shall be a term of each trust constituted by sub-clause (7) above that: (a) the Supervisors of each Scheme shall have authority to give instructions to the Escrow Trustee and the Distribution Agent in order to give effect to the terms of the relevant Scheme and that the Distribution Agent shall have authority to act on the instructions of the Supervisors of the relevant Scheme, the directions of the Trustees and Ancrane contained in clauses 7(6) and 8(6) of this Agreement and in the Ancrane Direction Letter, the directions of Corp (on behalf of the persons absolutely entitled thereto) contained in clauses 7(11) and (12) of this Agreement and the directions of plc (on behalf of the persons absolutely entitled thereto) contained in clauses 8(8) and (9) of this Agreement with regard to the distribution of the property the subject of such trust; (b) the Escrow Trustee is authorised to take any action which the Supervisors may instruct for the purposes of the relevant Scheme, including by way of Distribution Notice and Transfer Notice; and (c) the duties of the Escrow Trustee in relation to each trust of confidentiality and acting in the interests only of the beneficiaries of such trust are disapplied to the extent necessary to enable the Escrow Trustee to take action in accordance with the terms of each Scheme. (9) The entity with which any Escrow Account is held may only be changed if the Escrow Trustee is directed to make such a change by the Supervisors and, if the Supervisors do make such a direction, the Distribution Agent shall use all reasonable efforts to assist in that change. (10) Neither the Escrow Trustee nor the Distribution Agent shall have, and each of them shall procure that none of their respective delegates shall have, any right of indemnity, set off, combination of accounts or any other right whatsoever to apply the assets comprised in the Trust Funds or any of them in discharge or satisfaction of any cost, right of reimbursement, expense, loss or other liability of the Escrow Trustee or, as the case may be, the Distribution Agent, and all such rights are hereby released by the Escrow Trustee and the Distribution Agent.

Establishment of Escrow Accounts. (1i) As soon as reasonably practicable after Concurrently with the date of this Agreement execution and delivery hereof, (A) the Escrow Trustee Agent shall establish (x) an escrow account in the Escrow Accounts and each such account shall be designated by the Escrow Trustee as a trust account. The Escrow Trustee shall provide to the Prospective Supervisors, Corp and plc prompt confirmation name of the establishment of Trustee entitled “BNY Mellon Trust Co/CCO Safari II LLC A/C A” at its office located at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (the “Escrow Accounts. (2) On the Effective Date, Corp shall transfer, issue and allot the Basic Scheme Consideration and the plc Shareholder Stock to the Escrow Trustee or, in the case of any New Shares comprised therein, to its nominee to be held by the Escrow Trustee on the trusts set out in sub-clause (7) below and to be paid into or allocated to the following Escrow Accounts: (a) in the case of the portion of the Known Claims Segment which is to be distributed in accordance with the First Initial Distribution Notice, the relevant Admitted Known Corp Scheme Creditors Escrow Account; (b) in the case of the balance of the Known Claims Segment, the relevant Unadmitted Known Corp Scheme Creditors Escrow Account; (c) in the case of the Reserve Claims Segment, the relevant Reserve Corp Scheme Creditors Escrow Account; and (d) in the case of the plc Shareholder Stock, the plc Shareholders' Account. Except where defined herein, capitalised terms used in sub-clauses (2Account A”) and (3y) of this clause 5 have the meanings given to them an escrow account in the Corp Scheme. (3) Any Scheme Consideration, not being Basic Scheme Consideration, shall be paid into or allocated to the relevant Escrow Accounts by Corp in the manner directed by the Supervisors (acting in accordance with the authority given to them in the Corp Scheme) by a Transfer Notice. (4) On the Effective Date, plc shall, in accordance with clause 34 name of the plc SchemeTrustee entitled “BNY Mellon Trust Co/CCO Safari II LLC B” at its office located at 000 Xxxxx XxXxxxx Xxxxxx, direct that Xxxxxxx, Xxxxxxxx (“Escrow Account B” and, together with Escrow Account A, the Basic Scheme Consideration shall be transferred to the Escrow Trustee to be held by the Escrow Trustee on the trusts set out in sub-clause (7) below and to be paid into or allocated to the following “Escrow Accounts: (a) in the case of the portion of the Known Claims Segment which is to be distributed in accordance with the First Initial Distribution Notice, the relevant Admitted Known plc Scheme Creditors Escrow Account; (b) in the case of the balance of the Known Claims Segment, the relevant Unadmitted Known plc Scheme Creditors Escrow Account; and (c) in the case of the Reserve Claims Segment, the relevant Reserve plc Scheme Creditors Escrow Account. Except where defined herein, capitalised terms used in sub-clauses (4”) and (5B) the Escrow Issuer will deposit with the Escrow Agent (x) the Initial Escrow Deposit in respect of this clause 5 have the meanings given to them New Notes A into Escrow Account A and (y) the Initial Escrow Deposit in the plc Scheme.respect of New Notes B into Escrow Account B. (5) Any Scheme Consideration, not being Basic Scheme Consideration, shall be paid into or allocated to the relevant Escrow Accounts by plc in the manner directed by the Supervisors (acting in accordance with the authority given to them under the plc Scheme) by a Transfer Notice. (6ii) The Escrow Trustee shallAgent shall accept the Initial Escrow Deposit and each Additional Deposit Amount, promptly after receipt of any Scheme Consideration pursuant to any of sub-clauses (2) to (5) aboveas applicable, provide: (a) to Corp and shall hold such securities, funds and the Supervisors an acknowledgement proceeds thereof in the applicable Escrow Accounts. All amounts so deposited, and the interest thereon, all investment thereof, and dividends, distributions and other payments or proceeds in respect of, any such deposits, less any losses incurred on investment and reinvestment of the receipt of each part of the Scheme Consideration (as defined in the Corp Scheme) Escrowed Property and plc Shareholder Stock transferred, issued and allotted to it; and (b) to plc and the Supervisors an acknowledgement of the receipt of each part of the Scheme Consideration (as defined in the plc Scheme) transferred to it. The Escrow Trustee shall maintain records of all its dealings with the Scheme Consideration and shall make such records (or copies thereof) available to Corp, plc and the Supervisors at all reasonable times upon request. (7) The Escrow Trustee shall hold: (a) the Admitted Known Corp Scheme Creditors Fund on bare trust for the Admitted Known Creditors named in the First Initial Distribution Notice absolutely in proportion to their respective entitlements to the First Initial Distribution under clause 23 of the Corp Scheme; (b) the Unadmitted Known Corp Scheme Creditors Fund and the Reserve Corp Scheme Creditors Fund on bare trust for the Scheme Creditors absolutely for application by the Escrow Trustee on their behalf in accordance with the Corp Scheme and this Agreement; (c) the plc Shareholder Fund on trust for the plc Shareholders absolutely in proportion to their respective entitlements under sub-clause 31(3) of the Corp Scheme; (d) the Admitted Known plc Scheme Creditors Fund on bare trust for the Admitted Known Creditors named in the First Initial Distribution Notice absolutely in proportion to their respective entitlements to the First Initial Distribution under clause 23 of the plc Scheme; and (e) the Unadmitted Known plc Scheme Creditors Fund and the Reserve plc Scheme Creditors Fund on bare trust for the Scheme Creditors absolutely for application by the Escrow Trustee on their behalf in accordance with the plc Scheme and this Agreement. Except where defined herein, capitalised terms used in paragraphs (a) to (c) of this sub-clause (7) have the meanings given to them in the Corp Scheme and capitalised terms used in paragraphs (d) and (e) of this sub-clause (7) have the meanings given to them in the plc Scheme. (8) It shall be a term of each trust constituted by sub-clause (7) above that: (a) the Supervisors of each Scheme shall have authority to give instructions to the Escrow Trustee and the Distribution Agent in order to give effect any amounts released pursuant to the terms of this Agreement, shall constitute the relevant Scheme and that the Distribution Agent “Escrowed Property.” All Escrowed Property shall have authority to act on the instructions of the Supervisors of the relevant Scheme, the directions of the Trustees and Ancrane contained in clauses 7(6) and 8(6) of this Agreement and be held in the Ancrane Direction Letter, the directions of Corp (on behalf of the persons absolutely entitled thereto) contained in clauses 7(11) and (12) of this Agreement and the directions of plc (on behalf of the persons absolutely entitled thereto) contained in clauses 8(8) and (9) of this Agreement with regard to the distribution of the property the subject of such trust; (b) the Escrow Trustee is authorised to take any action which the Supervisors may instruct for the purposes of the relevant Scheme, including by way of Distribution Notice and Transfer Notice; and (c) the duties of the Escrow Trustee in relation to each trust of confidentiality and acting in the interests only of the beneficiaries of such trust are disapplied to the extent necessary to enable the Escrow Trustee to take action Account until disbursed in accordance with the terms hereof. The Escrow Account and all property credited thereto, including the Escrowed Property shall be under the control (within the meanings of each SchemeSections 8-106 and 9-106 of the UCC) of the Trustee for the benefit of the Holders. (9iii) The entity with which any Escrow Account is held may only be changed if the Escrow Trustee is directed to make such a change by the Supervisors and, if the Supervisors do make such a direction, the Distribution Agent shall use all reasonable efforts to assist in that change. (10) Neither the Escrow Trustee nor the Distribution Agent shall have, obligation and each of them shall procure that none of their respective delegates shall have, any right of indemnity, set off, combination of accounts or any other right whatsoever to apply the assets comprised in the Trust Funds or any of them in discharge or satisfaction of any cost, right of reimbursement, expense, loss or other liability of the Escrow Trustee orAgent to make the payments and transfers required by this Agreement shall be limited to the Escrowed Property. The Escrow Agent shall not be liable for any loss resulting from any investment made pursuant to this Agreement in compliance with the provisions hereof or from the sale of any Eligible Escrow Investments required by the terms hereof or any shortfall in the value of the Escrowed Property that might result therefrom. (iv) The Escrow Issuer hereby appoints Bank of America, N.A. as the case may beescrow agent, the Distribution Agentsecurities intermediary and bank hereunder in accordance with the terms and conditions set forth herein and Bank of America, and all N.A. hereby accepts such rights are hereby released by the Escrow Trustee and the Distribution Agentappointments.

Establishment of Escrow Accounts. (1) As soon as reasonably practicable after the date of this Agreement the Escrow Trustee shall establish the Escrow Accounts and each such account shall be designated by the Escrow Trustee as a trust account. The Escrow Trustee shall provide On or prior to the Prospective Supervisors, Corp and plc prompt confirmation of the establishment of the Escrow Accounts. (2) On the Effective Date, Corp shall transfer, issue and allot the Basic Scheme Consideration Company and the plc Shareholder Stock Managing Dealer shall establish an interest-bearing escrow account with the Escrow Agent, which escrow account shall be entitled "ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF CNL INCOME PROPERTIES, INC." (the "Escrow Account"). All monies deposited in the Escrow Account are hereinafter referred to as the "Escrowed Funds." The Managing Dealer will, and will cause selected broker-dealers acting as Soliciting Dealers to, instruct subscribers to make checks for subscriptions payable to the Escrow Trustee or, in the case of any New Shares comprised therein, to its nominee to be held by the Escrow Trustee on the trusts set out in sub-clause (7) below and to be paid into or allocated to the following Escrow Accounts: (a) in the case of the portion of the Known Claims Segment which is to be distributed in accordance with the First Initial Distribution Notice, the relevant Admitted Known Corp Scheme Creditors Escrow Account; (b) in the case of the balance of the Known Claims Segment, the relevant Unadmitted Known Corp Scheme Creditors Escrow Account; (c) in the case of the Reserve Claims Segment, the relevant Reserve Corp Scheme Creditors Escrow Account; and (d) in the case of the plc Shareholder Stock, the plc Shareholders' Account. Except where defined herein, capitalised terms used in sub-clauses (2) and (3) of this clause 5 have the meanings given to them in the Corp Scheme. (3) Any Scheme Consideration, not being Basic Scheme Consideration, shall be paid into or allocated to the relevant Escrow Accounts by Corp in the manner directed by the Supervisors (acting in accordance with the authority given to them in the Corp Scheme) by a Transfer Notice. (4) On the Effective Date, plc shall, in accordance with clause 34 of the plc Scheme, direct that the Basic Scheme Consideration shall be transferred to the Escrow Trustee to be held by the Escrow Trustee on the trusts set out in sub-clause (7) below and to be paid into or allocated to the following Escrow Accounts: (a) in the case of the portion of the Known Claims Segment which is to be distributed in accordance with the First Initial Distribution Notice, the relevant Admitted Known plc Scheme Creditors Escrow Account; (b) in the case of the balance of the Known Claims Segment, the relevant Unadmitted Known plc Scheme Creditors Escrow Account; and (c) in the case of the Reserve Claims Segment, the relevant Reserve plc Scheme Creditors Escrow Account. Except where defined herein, capitalised terms used in sub-clauses (4) and (5) of this clause 5 have the meanings given to them in the plc Scheme. (5) Any Scheme Consideration, not being Basic Scheme Consideration, shall be paid into or allocated to the relevant Escrow Accounts by plc in the manner directed by the Supervisors (acting in accordance with the authority given to them under the plc Scheme) by a Transfer Notice. (6) The Escrow Trustee shall, promptly after receipt of any Scheme Consideration pursuant to any of sub-clauses (2) to (5) above, provide: (a) to Corp and the Supervisors an acknowledgement of the receipt of each part of the Scheme Consideration (as defined in the Corp Scheme) and plc Shareholder Stock transferred, issued and allotted to it; and (b) to plc and the Supervisors an acknowledgement of the receipt of each part of the Scheme Consideration (as defined in the plc Scheme) transferred to it. The Escrow Trustee shall maintain records of all its dealings with the Scheme Consideration and shall make such records (or copies thereof) available to Corp, plc and the Supervisors at all reasonable times upon request. (7) The Escrow Trustee shall hold: (a) the Admitted Known Corp Scheme Creditors Fund on bare trust for the Admitted Known Creditors named in the First Initial Distribution Notice absolutely in proportion to their respective entitlements to the First Initial Distribution under clause 23 of the Corp Scheme; (b) the Unadmitted Known Corp Scheme Creditors Fund and the Reserve Corp Scheme Creditors Fund on bare trust for the Scheme Creditors absolutely for application by the Escrow Trustee on their behalf in accordance with the Corp Scheme and this Agreement; (c) the plc Shareholder Fund on trust for the plc Shareholders absolutely in proportion to their respective entitlements under sub-clause 31(3) of the Corp Scheme; (d) the Admitted Known plc Scheme Creditors Fund on bare trust for the Admitted Known Creditors named in the First Initial Distribution Notice absolutely in proportion to their respective entitlements to the First Initial Distribution under clause 23 of the plc Scheme; and (e) the Unadmitted Known plc Scheme Creditors Fund and the Reserve plc Scheme Creditors Fund on bare trust for the Scheme Creditors absolutely for application by the Escrow Trustee on their behalf in accordance with the plc Scheme and this Agreement. Except where defined herein, capitalised terms used in paragraphs (a) to (c) of this sub-clause (7) have the meanings given to them in the Corp Scheme and capitalised terms used in paragraphs (d) and (e) of this sub-clause (7) have the meanings given to them in the plc Scheme. (8) It shall be a term of each trust constituted by sub-clause (7) above that: (a) the Supervisors of each Scheme shall have authority to give instructions to the Escrow Trustee and the Distribution Agent in order to give effect to the terms of the relevant Scheme and that the Distribution Agent shall have authority to act on the instructions of the Supervisors of the relevant Scheme, the directions of the Trustees and Ancrane contained in clauses 7(6) and 8(6) of this Agreement and in the Ancrane Direction Letter, the directions of Corp (on behalf of the persons absolutely entitled thereto) contained in clauses 7(11) and (12) of this Agreement and the directions of plc (on behalf of the persons absolutely entitled thereto) contained in clauses 8(8) and (9) of this Agreement with regard to the distribution of the property the subject of such trust; (b) the Escrow Trustee is authorised to take any action which the Supervisors may instruct for the purposes of the relevant Scheme, including by way of Distribution Notice and Transfer Notice; and (c) the duties of the Escrow Trustee in relation Agent until such time (if any) as the Escrowed Funds are deliverable to each trust the Company pursuant to the provisions of confidentiality Paragraph 5(a) below. From and acting in after such time, checks may be made payable to either the interests only Escrow Agent or the Company. Any checks received prior to the time, if any, that the Escrowed Funds are deliverable to the Company pursuant to the provisions of Paragraph 5(a) below that are made payable to a party other than the Escrow Agent shall be returned to the Soliciting Dealer who submitted the check. The Managing Dealer may authorize certain Soliciting Dealers which are "$250,000 broker-dealers" to instruct their customers to make their checks for Shares subscribed for payable directly to the Soliciting Dealer. In such case, the Soliciting Dealer will collect the proceeds of the beneficiaries of such trust are disapplied subscribers' checks and issue a check made payable to the extent necessary to enable the Escrow Trustee to take action in accordance with the terms of each Scheme. (9) The entity with which any Escrow Account is held may only be changed if the Escrow Trustee is directed to make such a change by the Supervisors and, if the Supervisors do make such a direction, the Distribution Agent shall use all reasonable efforts to assist in that change. (10) Neither the Escrow Trustee nor the Distribution Agent shall have, and each of them shall procure that none of their respective delegates shall have, any right of indemnity, set off, combination of accounts or any other right whatsoever to apply the assets comprised in the Trust Funds or any of them in discharge or satisfaction of any cost, right of reimbursement, expense, loss or other liability order of the Escrow Trustee or, as Agent for the case may be, aggregate amount of the Distribution Agent, and all such rights are hereby released by the Escrow Trustee and the Distribution Agentsubscription proceeds.

Establishment of Escrow Accounts. (1) 4.1 As soon as reasonably practicable after the date of this Agreement and in any event before the Effective Date, the Escrow Trustee Agent undertakes to Telewest and Telewest Jersey that it shall establish the Escrow Accounts and each such account shall be designated by the Escrow Trustee as a trust accountAccounts. The Escrow Trustee Agent shall provide to the Prospective Supervisors, Corp Telewest and plc Telewest Jersey prompt written confirmation of the establishment of the Escrow Accounts. (2) 4.2 On the Effective Date, Corp shall or as soon as practicable thereafter, upon notification from Telewest that the Effective Date has occurred, New Telewest will issue and transfer, issue and allot via the Basic Scheme Consideration and Transfer Agent, all the plc Shareholder Stock to the Escrow Trustee or, in the case of any New Shares comprised therein, into the Telewest Escrow Account. 4.3 New Shares and any cash applicable to its nominee to Shareholders or Notified Scheme Creditors will be held by the Escrow Trustee Agent in the relevant Escrow Account as bare trustee for the relevant Shareholders or Notified Scheme Creditors. The Escrow Agent shall at no time whatsoever have any beneficial interest in the New Shares or any cash held by it pursuant to the Schemes. 4.4 Any dividends paid on any New Shares applicable to Shareholders or Notified Scheme Creditors held by the trusts set out Escrow Agent in sub-clause (7) below and to the Escrow Account, or any other payment whatsoever made in respect of the New Shares held in the Escrow Account by the Escrow Agent, shall be paid into or allocated to and received by the following Escrow AccountsAgent as follows: (a) in the case of the portion of the Known Claims Segment which is New Shares relating to Agreed Scheme Claims, to be distributed in accordance with the First Initial Distribution Notice, held on bare trust absolutely for the relevant Admitted Known Corp Agreed Scheme Creditors Creditor and the Escrow AccountAgent shall pay such amounts to that Agreed Scheme Creditor or to that Agreed Scheme Creditor’s Designated DTC Account and/or that Agreed Scheme Creditor’s Nominated Recipient (as appropriate) together with any interest which may have accrued thereon at the time any distribution of New Shares, or the Net Proceeds of Sale thereof, is made to the relevant Agreed Scheme Creditor; (b) in the case of New Shares applicable to Notified Scheme Claims that do not at the balance of the Known Claims Segmenttime such dividend is paid or other payment is made, constitute Agreed Scheme Claims, the relevant Unadmitted Known Corp Scheme Creditors Escrow Account; (c) Agent shall hold such amounts in the case of the Reserve Claims Segment, the relevant Reserve Corp Scheme Creditors Escrow Account; and (d) in the case of the plc Shareholder Stock, the plc Shareholders' Account. Except where defined herein, capitalised terms used in sub-clauses (2) and (3) of this clause 5 have the meanings given to them in the Corp Scheme. (3) Any Scheme Consideration, not being Basic Scheme Consideration, shall be paid into or allocated to the relevant Escrow Accounts by Corp in Account on bare trust absolutely for the manner directed by relevant Notified Scheme Creditor until the Supervisors (acting in accordance with the authority given to them in the Corp Scheme) by receipt of a Transfer valid Distribution Notice. (4) . On the Effective Date, plc shall, in accordance with clause 34 receipt of the plc Scheme, direct that the Basic Scheme Consideration shall be transferred to the Escrow Trustee to be held by the Escrow Trustee on the trusts set out in sub-clause (7) below and to be paid into or allocated to the following Escrow Accounts: (a) in the case of the portion of the Known Claims Segment which is to be distributed in accordance with the First Initial a valid Distribution Notice, the relevant Admitted Known plc Scheme Creditors Escrow Account; (b) in the case of the balance of the Known Claims Segment, Agent shall pay such amounts to the relevant Unadmitted Known plc Notified Scheme Creditors Escrow AccountCreditor or that Notified Scheme Creditor’s Designated DTC Account and/or that Notified Scheme Creditor’s Nominated Recipient (as appropriate) together with any interest which may have accrued thereon at the time any distribution of New Shares, or the Net Proceeds of Sale thereof, is made to the relevant Scheme Creditor; and (c) in the case of the Reserve Claims SegmentNew Shares relating to Shareholders, to be held on bare trust absolutely for the relevant Reserve plc Scheme Creditors Shareholder and the Escrow Account. Except where defined hereinAgent shall pay such amounts together with any interest which may have accrued thereon at the time any distribution of New Shares, capitalised terms used in sub-clauses (4) and (5) or the Net Proceeds of this clause 5 have the meanings given to them in the plc Scheme. (5) Any Scheme ConsiderationSale thereof, not being Basic Scheme Consideration, shall be paid into or allocated is made to the relevant Escrow Accounts by plc in Shareholder, to the manner directed by Registrar for onward transmission to the Supervisors (acting in accordance with the authority given to them under the plc Scheme) by a Transfer Noticerelevant Shareholder. (6) 4.5 The Escrow Trustee Agent shall, promptly after receipt or onward transfer of any Scheme Consideration the same pursuant to any of sub-clauses (2) 4.2 to (5) 4.4 above, provide: provide to Telewest and Telewest Jersey (aas appropriate) to Corp and the Supervisors an acknowledgement of the receipt or onward transfer of each part of the Scheme Consideration (as defined in the Corp Scheme) and plc Shareholder Stock New Shares and/or dividends paid, transferred, issued and or allotted to it; and (b) to plc and the Supervisors an acknowledgement of the receipt of each part of the Scheme Consideration (as defined in the plc Scheme) transferred to it. The Escrow Trustee shall maintain records of all its dealings with the Scheme Consideration and shall make such records (or copies thereof) available to Corp, plc and the Supervisors at all reasonable times upon request. (7) The Escrow Trustee shall hold: (a) the Admitted Known Corp Scheme Creditors Fund on bare trust for the Admitted Known Creditors named in the First Initial Distribution Notice absolutely in proportion to their respective entitlements to the First Initial Distribution under clause 23 of the Corp Scheme; (b) the Unadmitted Known Corp Scheme Creditors Fund and the Reserve Corp Scheme Creditors Fund on bare trust for the Scheme Creditors absolutely for application by the Escrow Trustee on their behalf in accordance with the Corp Scheme and this Agreement; (c) the plc Shareholder Fund on trust for the plc Shareholders absolutely in proportion to their respective entitlements under sub-clause 31(3) of the Corp Scheme; (d) the Admitted Known plc Scheme Creditors Fund on bare trust for the Admitted Known Creditors named in the First Initial Distribution Notice absolutely in proportion to their respective entitlements to the First Initial Distribution under clause 23 of the plc Scheme; and (e) the Unadmitted Known plc Scheme Creditors Fund and the Reserve plc Scheme Creditors Fund on bare trust for the Scheme Creditors absolutely for application by the Escrow Trustee on their behalf in accordance with the plc Scheme and this Agreement. Except where defined herein, capitalised terms used in paragraphs (a) to (c) of this sub-clause (7) have the meanings given to them in the Corp Scheme and capitalised terms used in paragraphs (d) and (e) of this sub-clause (7) have the meanings given to them in the plc Scheme. (8) It shall be a term of each trust constituted by sub-clause (7) above that: (a) the Supervisors of each Scheme shall have authority to give instructions to the Escrow Trustee and the Distribution Agent in order to give effect to the terms of the relevant Scheme and that the Distribution Agent shall have authority to act on the instructions of the Supervisors of the relevant Scheme, the directions of the Trustees and Ancrane contained in clauses 7(6) and 8(6) of this Agreement and in the Ancrane Direction Letter, the directions of Corp (on behalf of the persons absolutely entitled thereto) contained in clauses 7(11) and (12) of this Agreement and the directions of plc (on behalf of the persons absolutely entitled thereto) contained in clauses 8(8) and (9) of this Agreement with regard to the distribution of the property the subject of such trust; (b) the Escrow Trustee is authorised to take any action which the Supervisors may instruct for the purposes of the relevant Scheme, including by way of Distribution Notice and Transfer Notice; and (c) the duties of the Escrow Trustee in relation to each trust of confidentiality and acting in the interests only of the beneficiaries of such trust are disapplied to the extent necessary to enable the Escrow Trustee to take action in accordance with the terms of each Scheme. (9) 4.6 The entity with which any Escrow Account is held may only be changed by the Escrow Agent if the Escrow Trustee Agent obtains the consent of Telewest and/or Telewest Jersey, such consent not to be unreasonably withheld. Telewest or Telewest Jersey may also direct the Escrow Agent to change the entity with which any Escrow Account is directed held, subject to make such a change approval by the Supervisors andEscrow Agent, if the Supervisors do make such a direction, the Distribution approval not to be unreasonably withheld. 4.7 The Escrow Agent shall use all reasonable efforts to assist in that change. (10) Neither the Escrow Trustee nor the Distribution Agent shall not have, and each of them shall procure that none of their its respective delegates shall have, any right of indemnity, set off, combination of accounts or any other right whatsoever to apply the assets comprised in the Trust Funds Escrow Accounts or any of them in discharge or satisfaction of any cost, right of reimbursement, expense, loss or other liability of the Escrow Trustee or, as the case may be, the Distribution Agent, Agent and all such rights are hereby released by the Escrow Trustee and the Distribution Agent.

Establishment of Escrow Accounts. (1) 4.1 As soon as reasonably practicable after the date of this Agreement and in any event before the Effective Date, the Escrow Trustee Agent undertakes to Telewest and Telewest Jersey that it shall establish the Escrow Accounts and each such account shall be designated by the Escrow Trustee as a trust accountAccounts. The Escrow Trustee Agent shall provide to the Prospective Supervisors, Corp Telewest and plc Telewest Jersey prompt written confirmation of the establishment of the Escrow Accounts. (2) 4.2 On the Effective Date, Corp shall or as soon as practicable thereafter, upon notification from Telewest that the Effective Date has occurred, New Telewest will issue and transfer, issue and allot via the Basic Scheme Consideration and Transfer Agent, all the plc Shareholder Stock to the Escrow Trustee or, in the case of any New Shares comprised therein, into the Telewest Escrow Account. 4.3 New Shares and any cash applicable to its nominee to Shareholders or Notified Scheme Creditors will be held by the Escrow Trustee Agent in the relevant Escrow Account as bare trustee for the relevant Shareholders or Notified Scheme Creditors (to the extent that their Notified Scheme Claims become Agreed Scheme Claims). The Escrow Agent shall at no time whatsoever have any beneficial interest in the New Shares or any cash held by it pursuant to the Schemes. 4.4 Any dividends paid on any New Shares applicable to Shareholders or Notified Scheme Creditors held by the trusts set out Escrow Agent in sub-clause (7) below and to the Escrow Accounts, or any other payment whatsoever made in respect of the New Shares held in the Escrow Accounts by the Escrow Agent, shall be paid into or allocated to and received by the following Escrow AccountsAgent as follows: (a) in the case of the portion of the Known Claims Segment which is New Shares relating to Agreed Scheme Claims, to be distributed in accordance with the First Initial Distribution Notice, held on bare trust absolutely for the relevant Admitted Known Corp Agreed Scheme Creditors Creditor and the Escrow AccountAgent shall pay such amounts to that Agreed Scheme Creditor or to that Agreed Scheme Creditor’s Designated DTC Account and/or that Agreed Scheme Creditor’s Nominated Recipient (as appropriate), together with any interest which may have accrued thereon, at the time any distribution of New Shares, or the Net Proceeds of Sale thereof, is made to the relevant Agreed Scheme Creditor; (b) in the case of New Shares relating to Notified Scheme Claims that do not, at the balance of the Known Claims Segmenttime such dividend is paid or other payment is made, the relevant Unadmitted Known Corp constitute Agreed Scheme Creditors Escrow Account; (c) in the case of the Reserve Claims SegmentClaims, the relevant Reserve Corp Scheme Creditors Escrow Account; and (d) in the case of the plc Shareholder Stock, the plc Shareholders' Account. Except where defined herein, capitalised terms used in sub-clauses (2) and (3) of this clause 5 have the meanings given to them in the Corp Scheme. (3) Any Scheme Consideration, not being Basic Scheme Consideration, shall be paid into or allocated to the relevant Escrow Accounts by Corp in the manner directed by the Supervisors (acting in accordance with the authority given to them in the Corp Scheme) by a Transfer Notice. (4) On the Effective Date, plc shall, in accordance with clause 34 of the plc Scheme, direct that the Basic Scheme Consideration shall be transferred to the Escrow Trustee to be held by on bare trust absolutely for the Escrow Trustee on relevant Notified Scheme Creditor until the trusts set out in sub-clause (7) below and to be paid into or allocated to the following Escrow Accounts: (a) in the case receipt of the portion a valid Distribution Notice. On receipt of the Known Claims Segment which is to be distributed in accordance with the First Initial a valid Distribution Notice, the relevant Admitted Known plc Scheme Creditors Escrow Account; (b) in the case of the balance of the Known Claims Segment, Agent shall pay such amounts to the relevant Unadmitted Known plc Notified Scheme Creditors Escrow AccountCreditor or that Notified Scheme Creditor’s Designated DTC Account and/or that Notified Scheme Creditor’s Nominated Recipient (as appropriate), together with any interest which may have accrued thereon, at the time any distribution of New Shares, or the Net Proceeds of Sale thereof, is made to the relevant Notified Scheme Creditor; and (c) in the case of the Reserve Claims SegmentNew Shares relating to Shareholders, to be held on bare trust absolutely for the relevant Reserve plc Scheme Creditors Shareholder and the Escrow Account. Except where defined hereinAgent shall pay such amounts, capitalised terms used in sub-clauses (4) and (5) together with any interest which may have accrued thereon, at the time any distribution of this clause 5 have New Shares, or the meanings given to them in the plc Scheme. (5) Any Scheme ConsiderationNet Proceeds of Sale thereof, not being Basic Scheme Consideration, shall be paid into or allocated is made to the relevant Escrow Accounts by plc in Shareholder, to the manner directed by Registrar for onward transmission to the Supervisors (acting in accordance with the authority given to them under the plc Scheme) by a Transfer Noticerelevant Shareholder. (6) 4.5 The Escrow Trustee Agent shall, promptly after receipt or onward transfer of any Scheme Consideration the same pursuant to any of sub-clauses (2) 4.2 to (5) 4.4 above, provide: provide to Telewest and Telewest Jersey (aas appropriate) to Corp and the Supervisors an acknowledgement of the receipt or onward transfer of each part of the Scheme Consideration (as defined in the Corp Scheme) and plc Shareholder Stock New Shares and/or dividends paid, transferred, issued and or allotted to it; and (b) to plc and the Supervisors an acknowledgement of the receipt of each part of the Scheme Consideration (as defined in the plc Scheme) transferred to it. The Escrow Trustee shall maintain records of all its dealings with the Scheme Consideration and shall make such records (or copies thereof) available to Corp, plc and the Supervisors at all reasonable times upon request. (7) The Escrow Trustee shall hold: (a) the Admitted Known Corp Scheme Creditors Fund on bare trust for the Admitted Known Creditors named in the First Initial Distribution Notice absolutely in proportion to their respective entitlements to the First Initial Distribution under clause 23 of the Corp Scheme; (b) the Unadmitted Known Corp Scheme Creditors Fund and the Reserve Corp Scheme Creditors Fund on bare trust for the Scheme Creditors absolutely for application by the Escrow Trustee on their behalf in accordance with the Corp Scheme and this Agreement; (c) the plc Shareholder Fund on trust for the plc Shareholders absolutely in proportion to their respective entitlements under sub-clause 31(3) of the Corp Scheme; (d) the Admitted Known plc Scheme Creditors Fund on bare trust for the Admitted Known Creditors named in the First Initial Distribution Notice absolutely in proportion to their respective entitlements to the First Initial Distribution under clause 23 of the plc Scheme; and (e) the Unadmitted Known plc Scheme Creditors Fund and the Reserve plc Scheme Creditors Fund on bare trust for the Scheme Creditors absolutely for application by the Escrow Trustee on their behalf in accordance with the plc Scheme and this Agreement. Except where defined herein, capitalised terms used in paragraphs (a) to (c) of this sub-clause (7) have the meanings given to them in the Corp Scheme and capitalised terms used in paragraphs (d) and (e) of this sub-clause (7) have the meanings given to them in the plc Scheme. (8) It shall be a term of each trust constituted by sub-clause (7) above that: (a) the Supervisors of each Scheme shall have authority to give instructions to the Escrow Trustee and the Distribution Agent in order to give effect to the terms of the relevant Scheme and that the Distribution Agent shall have authority to act on the instructions of the Supervisors of the relevant Scheme, the directions of the Trustees and Ancrane contained in clauses 7(6) and 8(6) of this Agreement and in the Ancrane Direction Letter, the directions of Corp (on behalf of the persons absolutely entitled thereto) contained in clauses 7(11) and (12) of this Agreement and the directions of plc (on behalf of the persons absolutely entitled thereto) contained in clauses 8(8) and (9) of this Agreement with regard to the distribution of the property the subject of such trust; (b) the Escrow Trustee is authorised to take any action which the Supervisors may instruct for the purposes of the relevant Scheme, including by way of Distribution Notice and Transfer Notice; and (c) the duties of the Escrow Trustee in relation to each trust of confidentiality and acting in the interests only of the beneficiaries of such trust are disapplied to the extent necessary to enable the Escrow Trustee to take action in accordance with the terms of each Scheme. (9) 4.6 The entity with which any Escrow Account is held may only be changed by the Escrow Agent if the Escrow Trustee Agent obtains the consent of Telewest and/or Telewest Jersey, such consent not to be unreasonably withheld. Telewest or Telewest Jersey may also direct the Escrow Agent to change the entity with which any Escrow Account is directed held, subject to make the consent of the Escrow Agent, such a change by the Supervisors and, if the Supervisors do make such a direction, the Distribution consent not to be unreasonably withheld. 4.7 The Escrow Agent shall use all reasonable efforts to assist in that change. (10) Neither the Escrow Trustee nor the Distribution Agent shall not have, and each of them shall procure that none of their its respective delegates shall have, any right of indemnity, set set-off, combination of accounts or any other right whatsoever to apply the assets comprised in the Trust Funds Escrow Accounts or any of them in discharge or satisfaction of any cost, right of reimbursement, expense, loss or other liability of the Escrow Trustee or, as the case may be, the Distribution Agent, Agent and all such rights are hereby released by the Escrow Trustee and the Distribution Agent.

Establishment of Escrow Accounts. (a) The Contracting Parties hereby establish the following escrow accounts with the Escrow Agent: (i) a sweep escrow account designated as account number 020010303, which will be dedicated to the operations of the Customer Service Center (―CSC‖) and will receive all prepayments made into AutoExpreso accounts through automatic electronic funds replenishment transactions or individual automated clearing house (―ACH‖), debit card (ATH) or credit card transactions originating at point of sale (―POS‖) terminals at the CSC or at any of the external retailers, and certain minor cash replenishment transactions at the CSC and at any of the external retailers (the ―CSC Escrow Account‖), (ii) a sweep escrow account designated as account [●]1, which will be dedicated exclusively to in-lane replenishment (―ILR‖) As soon operations and will receive all prepayments into AutoExpreso accounts through (a) cash debit card (ATH) and credit card transactions originating at the integrated POS terminals at each of the ILR lanes and (b) cash transactions for the replenishment of temporary prepaid cash cards to be used during the transition to full electronic tolling (the ―ILR Escrow Account‖ and, together with the CSC Escrow Account, the ―Sweep Escrow Accounts‖), and (iii) a consolidated escrow account designated as reasonably practicable after account number [●]2 that, subject to the date provisions of this Agreement Section 2, will receive a daily sweep of all amounts on deposit in the Escrow Trustee shall establish the Sweep Escrow Accounts and each such account shall be designated by (the ―Consolidated Escrow Trustee as a trust account. The Escrow Trustee shall provide to the Prospective Supervisors, Corp and plc prompt confirmation of the establishment of the Escrow AccountsAccount‖). (2b) On the Effective Date, Corp shall transfer, issue and allot the Basic Scheme Consideration and the plc Shareholder Stock to the Escrow Trustee or, in the case of any New Shares comprised therein, to its nominee to be held by the Escrow Trustee on the trusts set out in sub-clause (7) below and to be paid into or allocated to the following Escrow Accounts: (a) in the case of the portion of the Known Claims Segment which is to be distributed in accordance with the First Initial Distribution Notice, the relevant Admitted Known Corp Scheme Creditors Escrow Account; (b) in the case of the balance of the Known Claims Segment, the relevant Unadmitted Known Corp Scheme Creditors Escrow Account; (c) in the case of the Reserve Claims Segment, the relevant Reserve Corp Scheme Creditors Escrow Account; and (d) in the case of the plc Shareholder Stock, the plc Shareholders' Account. Except where defined herein, capitalised terms used in sub-clauses (2) and (3) of this clause 5 have the meanings given to them in the Corp Scheme. (3) Any Scheme Consideration, not being Basic Scheme Consideration, shall be paid into or allocated to the relevant Escrow Accounts by Corp in the manner directed by the Supervisors (acting in accordance with the authority given to them in the Corp Scheme) by a Transfer Notice. (4) On the Effective Date, plc shall, in accordance with clause 34 of the plc Scheme, direct that the Basic Scheme Consideration shall be transferred to the Escrow Trustee to be held by the Escrow Trustee on the trusts set out in sub-clause (7) below and to be paid into or allocated to the following Escrow Accounts: (a) in the case of the portion of the Known Claims Segment which is to be distributed in accordance with the First Initial Distribution Notice, the relevant Admitted Known plc Scheme Creditors Escrow Account; (b) in the case of the balance of the Known Claims Segment, the relevant Unadmitted Known plc Scheme Creditors Escrow Account; and (c) in the case of the Reserve Claims Segment, the relevant Reserve plc Scheme Creditors Escrow Account. Except where defined herein, capitalised terms used in sub-clauses (4) and (5) of this clause 5 have the meanings given to them in the plc Scheme. (5) Any Scheme Consideration, not being Basic Scheme Consideration, shall be paid into or allocated to the relevant Escrow Accounts by plc in the manner directed by the Supervisors (acting in accordance with the authority given to them under the plc Scheme) by a Transfer Notice. (6) The Escrow Trustee shall, promptly after receipt of any Scheme Consideration pursuant to any of sub-clauses (2) to (5) above, provide: (a) to Corp and the Supervisors an acknowledgement of the receipt of each part of the Scheme Consideration Date (as defined in the Corp Scheme) and plc Shareholder Stock transferredConcession Agreement), issued and allotted to it; and (b) to plc account number 020010303, which is currently solely owned by the Authority, will become the CSC Escrow Account and the Supervisors an acknowledgement Authority will cease to be the sole owner of said account. The CSC Escrow Account and the ILR Escrow Account will be subject to the terms of this Escrow Agreement and the provisions of the receipt of each part of the Scheme Consideration applicable Merchant Agreement (as defined in the plc Scheme) transferred to it. The Escrow Trustee shall maintain records of all its dealings with the Scheme Consideration and shall make such records (or copies thereof) available to Corp, plc and the Supervisors at all reasonable times upon requestbelow). (7) The Escrow Trustee shall hold: (a) the Admitted Known Corp Scheme Creditors Fund on bare trust for the Admitted Known Creditors named in the First Initial Distribution Notice absolutely in proportion to their respective entitlements to the First Initial Distribution under clause 23 of the Corp Scheme; (b) the Unadmitted Known Corp Scheme Creditors Fund and the Reserve Corp Scheme Creditors Fund on bare trust for the Scheme Creditors absolutely for application by the Escrow Trustee on their behalf in accordance with the Corp Scheme and this Agreement; (c) Each of the plc Shareholder Fund on trust Sweep Escrow Accounts and the Consolidated Escrow Account (collectively, the ―Escrow Accounts‖) shall be jointly owned by, and is for the plc Shareholders absolutely in proportion to their respective entitlements under sub-clause 31(3exclusive benefit of, the Contracting Parties. The CSC Escrow Account shall be governed by the provisions of this Escrow Agreement, the Commercial Deposit Accounts Agreement (the ―CSC Deposit Account Agreement‖) of the Corp Scheme; (d) the Admitted Known plc Scheme Creditors Fund on bare trust for the Admitted Known Creditors named in the First Initial Distribution Notice absolutely in proportion to their respective entitlements to the First Initial Distribution under clause 23 of the plc Scheme; and (e) the Unadmitted Known plc Scheme Creditors Fund and the Reserve plc Scheme Creditors Fund on bare trust Merchants Contract for Card Services (the Scheme Creditors absolutely for application ―CSC Merchant Agreement‖) entered into by and between the Bank and the Authority in connection with account number 020010303. The ILR Escrow Account shall be governed by the Escrow Trustee on their behalf in accordance with the plc Scheme and this Agreement. Except where defined herein, capitalised terms used in paragraphs (a) to (c) provisions of this sub-clause (7) have the meanings given to them in the Corp Scheme and capitalised terms used in paragraphs (d) and (e) of this sub-clause (7) have the meanings given to them in the plc Scheme. (8) It shall be a term of each trust constituted by sub-clause (7) above that: (a) the Supervisors of each Scheme shall have authority to give instructions to the Escrow Trustee and the Distribution Agent in order to give effect to the terms of the relevant Scheme and that the Distribution Agent shall have authority to act on the instructions of the Supervisors of the relevant SchemeAgreement, the directions of the Trustees and Ancrane contained in clauses 7(6) and 8(6) of this Agreement and in the Ancrane Direction Letter, the directions of Corp (on behalf of the persons absolutely entitled thereto) contained in clauses 7(11) and (12) of this Agreement and the directions of plc (on behalf of the persons absolutely entitled thereto) contained in clauses 8(8) and (9) of this Agreement with regard to the distribution of the property the subject of such trust; (b) the Escrow Trustee is authorised to take any action which the Supervisors may instruct for the purposes of the relevant Scheme, including by way of Distribution Notice and Transfer Notice; and (c) the duties of the Escrow Trustee in relation to each trust of confidentiality and acting in the interests only of the beneficiaries of such trust are disapplied to the extent necessary to enable the Escrow Trustee to take action in accordance with the terms of each Scheme. (9) The entity with which any Escrow Account is held may only be changed if the Escrow Trustee is directed to make such a change by the Supervisors and, if the Supervisors do make such a direction, the Distribution Agent shall use all reasonable efforts to assist in that change. (10) Neither the Escrow Trustee nor the Distribution Agent shall have, and each of them shall procure that none of their respective delegates shall have, any right of indemnity, set off, combination of accounts or any other right whatsoever to apply the assets comprised in the Trust Funds or any of them in discharge or satisfaction of any cost, right of reimbursement, expense, loss or other liability of the Escrow Trustee or, as the case may be, the Distribution Agent, and all such rights are hereby released by the Escrow Trustee and the Distribution Agent.Commercial Deposit Accounts