Common use of Payments from the Escrow Account Clause in Contracts

Payments from the Escrow Account. 2.1 No amount shall be released out of the Escrow Account otherwise than in accordance with this paragraph 2. 2.2 Each of the Buyer and the Warrantors shall bear their own costs in connection with establishing and maintaining the Escrow Account. 2.3 In the event that the Warrantors are entitled to payment of any sum out of the Escrow Account in accordance with the provisions of this paragraph 2 then: (a) the Buyer’s sole obligation in relation to such payment shall be to deliver the applicable release instruction in writing to the Escrow Agents pursuant to the Escrow Letter; and, (b) subject to the Buyer delivering such instruction when required the Buyer shall have no further obligation to any Warrantor in respect of any amount standing to the credit of the Escrow Account. 2.4 Subject as otherwise provided by this paragraph 2, the amount (if any) standing to the credit of the Escrow Account (including any accrued interest but less any applicable bank charges) shall be released to the Warrantors according to the proportions set opposite their respective names in column 6 of Part 1 of Schedule 1 on the Release Date. 2.5 If, following the Escrow Account being established and prior to the Release Date, a GSOP Claim is settled and there is a Due Amount in respect of the GSOP Claim which has not been otherwise satisfied by the Warrantors under this agreement, then each of the Warrantors unconditionally and irrevocably agrees that: (a) such amount of the Due Amount not so satisfied by the Warrantors under this agreement shall first be satisfied by immediate release of funds standing to the credit of the Escrow Account from time to time to the Buyer; and (b) the Sellers’ Representative shall be automatically authorised (without further action required on the part of the Warrantors) to execute and deliver to the Escrow Agents an instruction for the release of such amount as is equal to the Due Amount to the Buyer, and accordingly the Sellers’ Representative and the Buyer shall, as soon as practicable, irrevocably instruct the Escrow Agents to pay to the Buyer out of the Escrow Account the lesser of the Due Amount not otherwise satisfied by the Warrantors under this agreement and the amount standing to the credit of the Escrow Account (together with any interest which has accrued on the amount so paid but less any applicable bank charges). Following settlement of all Due Amounts in respect of any GSOP Claims (if any) at the Release Date, the Sellers’ Representative and the Buyer shall, subject to paragraph 2.6 below, as soon as practicable irrevocably instruct the Escrow Agents to pay any balance standing to the credit of the Escrow Account (together with any interest which has accrued on such balance less any applicable bank charges) to the Warrantors according to the proportions set opposite their respective names in column 6 of Part 1 of Schedule 1. 2.6 If, as at the Release Date, any GSOP Claim(s) have been notified by the Buyer in accordance with the terms of this agreement but have not yet been settled, then a reasonable estimate of the amount of such GSOP Claim(s) shall be retained in the Escrow Account until such time as they are settled, whereupon such retained amount shall be paid out of the Escrow Account in accordance with the preceding provisions of this Schedule. The Buyer and the Sellers’ Representative (on behalf of the Warrantors) shall negotiate such reasonable estimate in good faith and if the parties cannot agree such amount within 15 Business Days of the Release Date, the matter will be referred to a Tax Expert for determination based on the then available evidence in which case clauses 12.6 and 12.7 of this agreement shall apply 2.7 A GSOP Claim shall be deemed settled for the purposes of this paragraph 2 if: (a) the Sellers’ Representative and the Buyer so agree in writing; or (b) the GSOP Claim has been determined by a court of competent jurisdiction from which there is no right of appeal or from whose judgment the Buyer or the Warrantors (as the case may be) are debarred by passage of time or otherwise from making an appeal.

Payments from the Escrow Account. 2.1 No amount 1. The Escrow Account shall be released out of maintained and operated by the Escrow Account otherwise than Agent for the period commencing on the Completion Date and expiring on the date falling 24 months thereafter or such later date as may be required in accordance with this paragraph 2schedule 6 (the "Escrow Period"). 2. While there is an Escrow Amount, upon a Relevant Claim or part thereof becoming a Settled Claim, an amount equal to the lower of: 2.1 the sum due to the Purchaser in respect of that Settled Claim; and 2.2 Each the Escrow Amount, shall be released immediately from the Escrow Account to the Purchaser in complete or partial satisfaction (as the case may be) of the Buyer that Settled Claim, and the Warrantors shall bear their own costs Seller and the Purchaser Table of Contents shall, in connection accordance with establishing and maintaining the Escrow Account. 2.3 In the event that the Warrantors are entitled to payment of any sum out notification requirements of the Escrow Agreement, issue a joint instruction to the Escrow Agent to pay such amount to the Purchaser as soon as reasonably practicable. If the entire Escrow Amount at the relevant time is released to the Purchaser, but only in partial satisfaction of that Settled Claim, then should any further amounts be paid into the Escrow Account in accordance with pursuant to this agreement, the provisions of this paragraph 2 shall apply again, mutatis mutandis. 3. If there are no Undetermined Claims on the Escrow Release Date, then: (a) , subject to satisfaction of all Settled Claims, the Buyer’s sole obligation Seller and the Purchaser shall, in relation to such payment shall be to deliver accordance with the applicable release notification requirements of the Escrow Agreement, issue a joint instruction in writing to the Escrow Agents pursuant Agent to pay to the Escrow Letter; and, (b) subject to the Buyer delivering such instruction when required the Buyer shall have no further obligation to any Warrantor in respect of any amount standing to the credit of Seller the Escrow Account. 2.4 Subject as otherwise provided by this paragraph 2, the amount Amount (if any) standing to the credit of the Escrow Account (including any accrued interest but less any applicable bank charges) shall be released to the Warrantors according to the proportions set opposite their respective names in column 6 of Part 1 of Schedule 1 on the Release Dateas soon as reasonably practicable. 2.5 If, following 4. In the Escrow Account being established and event that there are Undetermined Claims immediately prior to the Release Date, a GSOP Claim is settled and there is a Due Amount in respect of the GSOP Claim which has not been otherwise satisfied by the Warrantors under this agreement, then each of the Warrantors unconditionally and irrevocably agrees that: (a) such amount of the Due Amount not so satisfied by the Warrantors under this agreement shall first be satisfied by immediate release of funds standing to the credit of the Escrow Account from time to time to the Buyer; and (b) the Sellers’ Representative shall be automatically authorised (without further action required on the part of the Warrantors) to execute and deliver to the Escrow Agents an instruction for the release of such amount as is equal to the Due Amount to the Buyer, and accordingly the Sellers’ Representative and the Buyer shall, as soon as practicable, irrevocably instruct the Escrow Agents to pay to the Buyer out of the Escrow Account the lesser of the Due Amount not otherwise satisfied by the Warrantors under this agreement and the amount standing to the credit of the Escrow Account (together with any interest which has accrued on the amount so paid but less any applicable bank charges). Following settlement of all Due Amounts in respect of any GSOP Claims (if any) at the Release Date, the Sellers’ Representative and the Buyer Purchaser shall, subject to paragraph 2.6 below, as soon as practicable irrevocably instruct no later than five Business Days from the Escrow Agents to pay any balance standing to the credit of the Escrow Account (together with any interest which has accrued on such balance less any applicable bank charges) to the Warrantors according to the proportions set opposite their respective names in column 6 of Part 1 of Schedule 1. 2.6 If, as at the Release Date, any GSOP Claim(s) have been notified by notify the Buyer in accordance with the terms Seller of this agreement but have not yet been settled, then a its good faith and reasonable estimate of the total likely amount of each such GSOP Undetermined Claim(s) (in each case, a "Best Estimate") and an amount equal to the aggregate total of all Best Estimates shall be retained in the Escrow Account until such time as they are settled, whereupon such retained amount shall be paid out pending settlement of the Escrow Account in accordance with corresponding Undetermined Claims. 5. If the preceding provisions of this Schedule. The Buyer and the Sellers’ Representative (on behalf of the Warrantors) shall negotiate such reasonable estimate in good faith and if the parties cannot agree such amount within 15 Business Days of the Release Date, the matter will be referred to a Tax Expert for determination based on the then available evidence in which case clauses 12.6 and 12.7 of this agreement shall apply 2.7 A GSOP Claim shall be deemed settled for the purposes of this paragraph 2 ifSeller: (a) the Sellers’ Representative and the Buyer so agree in writing5.1 believes that any Undetermined Claim is an Unreasonable Claim; or 5.2 is not satisfied (bacting in good faith) that the GSOP Claim has been determined by Purchaser's Best Estimate is or remains reasonable, then the Seller shall be entitled to serve notice on the Purchaser ("Dispute Notice") that the Seller wishes to obtain a court written opinion ("Opinion") of competent jurisdiction from which there is no right a named Queen's Counsel of appeal or from whose judgment the Buyer or the Warrantors not less than 10 years call in commercial dispute matters ("QC") as the case may be) are debarred by passage of time or otherwise from making an appeal.to:

Payments from the Escrow Account. 2.1 No (a) If, on or prior to the Closing Date, Purchaser has not deposited with the Paying Agent the entire amounts required to be so deposited pursuant to Section 2.02 of the Merger Agreement (such amount being the “Purchase Price), Purchaser and the Company shall be released out deliver to the Escrow Agent a certificate executed by Purchaser and the Company (a “Joint Certificate”) to that effect, and upon receipt of such Joint Certificate by the Escrow Agent, the Escrow Agent shall on the same day it receives the Joint Certificate deposit with the Paying Agent (by wire transfer of immediately available funds), on behalf of Purchaser pursuant to Section 2.02 of the Merger Agreement, such portion of the Escrow Account otherwise than Funds specified in accordance with this paragraph 2. 2.2 the Joint Certificate as is necessary to have the funds deposited in the Merger Fund be equal to the Purchase Price. Each of the Buyer and the Warrantors shall bear their own costs Party agrees that in connection with establishing and maintaining the Escrow Account. 2.3 In the event that the Warrantors are entitled to payment of any sum out of Purchaser has not deposited the Escrow Account in accordance entire Purchase Price with the provisions of this paragraph 2 then: (a) the Buyer’s sole obligation in relation to Paying Agent, it shall deliver such payment shall be to deliver the applicable release instruction in writing Joint Certificate to the Escrow Agents pursuant to the Escrow Letter; and,Agent. (b) subject to the Buyer delivering such instruction when required the Buyer shall have no further obligation to any Warrantor in respect of any amount standing to the credit of the Escrow Account. 2.4 Subject as otherwise provided by this paragraph 2, the amount (if any) standing to the credit of the Escrow Account (including any accrued interest but less any applicable bank charges) shall be released to the Warrantors according to the proportions set opposite their respective names in column 6 of Part 1 of Schedule 1 on the Release Date. 2.5 If, following the Escrow Account being established and prior to the Release Closing Date, a GSOP Claim IDP Sale is settled and there is a Due Amount in respect of the GSOP Claim which has not been otherwise satisfied consummated by the Warrantors under this agreementCompany, then each of Purchaser and the Warrantors unconditionally and irrevocably agrees that: (a) such amount of the Due Amount not so satisfied by the Warrantors under this agreement Company shall first be satisfied by immediate release of funds standing to the credit of the Escrow Account from time to time to the Buyer; and (b) the Sellers’ Representative shall be automatically authorised (without further action required on the part of the Warrantors) to execute and deliver to the Escrow Agents an instruction for the release Agent a Joint Certificate to that effect, and upon receipt of such amount as is equal to the Due Amount to the Buyer, and accordingly the Sellers’ Representative and the Buyer shall, as soon as practicable, irrevocably instruct Joint Certificate by the Escrow Agents to pay to Agent, the Buyer out Escrow Agent shall promptly distribute $45,000,000 of the Escrow Account Funds to Purchaser or to such persons and in such amounts as Purchaser shall designate. Each Party agrees that in the event a IDP Sale is consummated by the Company prior to the Closing Date, it shall deliver such Joint Certificate to the Escrow Agent. (c) If, prior to the Closing Date, Purchaser shall deliver to the Company an Acceptable Commitment Letter (as defined below), Purchaser and the Company shall deliver to the Escrow Agent a Joint Certificate to that effect, and upon receipt of such Joint Certificate by the Escrow Agent, the Escrow Agent shall promptly distribute an amount specified in the Joint Certificate equal to the lesser of the Due Amount not otherwise satisfied by (i) amount committed under such Acceptable Commitment Letter to finance the Warrantors under this agreement and the amount standing to the credit consummation of the Escrow Account Merger and (together with any interest which has accrued ii) amount, which, based on the amount so paid but less any applicable bank charges). Following settlement of all Due Amounts in respect of any GSOP Claims (if any) at the Release Date, the Sellers’ Representative and the Buyer shall, subject to paragraph 2.6 below, as soon as practicable irrevocably instruct the Escrow Agents to pay any balance standing to the credit of the Escrow Account (together with any interest which has accrued on such balance less any applicable bank charges) to the Warrantors according to the proportions set opposite their respective names in column 6 of Part 1 of Schedule 1. 2.6 If, as at the Release Date, any GSOP Claim(s) have been notified by the Buyer in accordance with the terms of this agreement but have not yet been settledsuch commitment, then a reasonable estimate can actually be borrowed in cash at the Closing Date to finance the consummation of the amount Merger (net of such GSOP Claim(s) shall any upfront fees or other costs to be retained or charged by or to be reimbursed to the lender), such amount to be distributed to Purchaser or to such persons and in such amounts as Purchaser shall designate. For purposes hereof, the term “Acceptable Commitment Letter” means a firm commitment letter from a reputable financial institution or institutions reasonably satisfactory to the Company in a form which is reasonable and customary for public company acquisitions of a type and size comparable to the transactions described in the Escrow Account until Merger Agreement and reasonable and customary for the type of financing to be provided containing terms and conditions such that there is not a material risk that the commitment conditions will not be met at such time as they the conditions to Purchaser’s obligations to Closing under the Merger Agreement are settled, whereupon satisfied or that the commitment will not be funded at such retained time in the amount shall proposed to be paid out of withdrawn from the Escrow Account in accordance with the preceding provisions of this Schedule. The Buyer and the Sellers’ Representative (on behalf of the Warrantors) shall negotiate such reasonable estimate in good faith and if the parties cannot agree such amount within 15 Business Days of the Release Date, the matter will be referred to a Tax Expert for determination based on the then available evidence in which case clauses 12.6 and 12.7 of this agreement shall apply 2.7 A GSOP Claim shall be deemed settled for the purposes of this paragraph 2 if: (a) the Sellers’ Representative and the Buyer so agree in writing; or (b) the GSOP Claim has been determined by a court of competent jurisdiction from which there is no right of appeal or from whose judgment the Buyer or the Warrantors (as the case may be) are debarred by passage of time or otherwise from making an appealFunds.

Payments from the Escrow Account. 2.1 No amount The Escrow Agent shall be released out of hold the Escrow Account otherwise than Escrowed Cash in accordance with this paragraph 2. 2.2 Each of the Buyer and the Warrantors shall bear their own costs in connection with establishing and maintaining the Escrow Account. 2.3 In the event that the Warrantors are entitled to payment of any sum out of the Escrow Account in accordance with this Agreement and shall make payments from the provisions of this paragraph 2 thenEscrow Account only as follows: (a) the Buyer’s sole obligation in relation to such payment Payments shall be made to deliver the applicable release instruction in writing Purchaser for claims made by Purchaser when, and to the Escrow Agents pursuant to the Escrow Letter; and,extent, authorized under Section 4.1 above. (b) subject On or prior to the Buyer delivering fifth (5th) Business Day following the earlier of (x) the Indemnification Notification Date and (y) the Seller Distribution Date (such instruction when required earlier date, the Buyer “Escrow Distribution Date”), Purchaser and Seller shall have no further obligation prepare and deliver a Joint Instruction to pay from the Escrow Account to Seller an amount equal to any Warrantor Escrow Balance (less any Reserve Amount, if applicable) and, promptly (but not longer than three (3) Business Days) after receipt of such Joint Instruction by the Escrow Agent, the Escrow Agent shall distribute such amount to Seller. In the event, however, that Purchaser has in respect of any amount standing good faith sent a Claim Notice on or before the Escrow Distribution Date, and such Claim Notice may require Escrow Agent to the credit disburse all or a portion of the Escrow Account. 2.4 Subject as otherwise provided by this paragraph 2, the amount Balance to Purchaser (if any) standing to the credit of the Escrow Account (including any accrued interest but less any applicable bank charges) shall be released to the Warrantors according to the proportions set opposite their respective names in column 6 of Part 1 of Schedule 1 on the Release Date. 2.5 If, following the Escrow Account being established and prior to the Release Date, a GSOP Claim is settled and there is a Due Amount in respect of the GSOP Claim which has not been otherwise satisfied by the Warrantors under this agreement, then each of the Warrantors unconditionally and irrevocably agrees that: (a) such amount of the Due Amount not so satisfied by the Warrantors under this agreement shall first be satisfied by immediate release of funds standing to the credit of the Escrow Account from time to time to the Buyer; and (b) the Sellers’ Representative shall be automatically authorised (without further action required on the part of the Warrantors) to execute and deliver to the Escrow Agents an instruction for the release of “Reserve Amount”), such amount as is equal shall continue to be held by Escrow Agent until the Due Claim Amount to the Buyer, and accordingly the Sellers’ Representative and the Buyer shall, as soon as practicable, irrevocably instruct the Escrow Agents to pay to the Buyer out of the Escrow Account the lesser of the Due Amount not otherwise satisfied by the Warrantors under this agreement and the amount standing to the credit of the Escrow Account (together with any interest which has accrued on the amount so paid but less any applicable bank charges). Following settlement of all Due Amounts in respect of any GSOP Claims (if any) at the Release Date, the Sellers’ Representative and the Buyer shall, subject to paragraph 2.6 below, as soon as practicable irrevocably instruct the Escrow Agents to pay any balance standing to the credit of the Escrow Account (together with any interest which has accrued on such balance less any applicable bank charges) to the Warrantors according to the proportions set opposite their respective names in column 6 of Part 1 of Schedule 1. 2.6 If, as at the Release Date, any GSOP Claim(s) have been notified by the Buyer resolved in accordance with the terms of this agreement but have procedures described in Section 4.1 above. If Purchaser does not yet been settled, then deliver a reasonable estimate of Joint Instruction on or prior to the amount of such GSOP Claim(sfifth (5th) shall be retained in Business Day following the Escrow Distribution Date to pay from the Escrow Account until such time as they are settledto Seller an amount equal to any Escrow Balance (less any Reserve Amounts, whereupon such retained amount if applicable), Seller shall be paid out of entitled to deliver to Escrow Agent on or after such fifth (5th) Business Day a written certification (with a copy to Purchaser) that the Escrow Account in accordance with the preceding provisions of this Schedule. The Buyer Distribution Date has occurred and the Sellers’ Representative Seller is entitled to receive an amount equal to any Escrow Balance (on behalf of the Warrantors) less any Reserve Amounts, if applicable), and Escrow Agent shall negotiate such reasonable estimate in good faith and if the parties cannot agree pay such amount to Seller within 15 five (5) Business Days of the Release Date, the matter will be referred to a Tax Expert for determination based on the then available evidence in which case clauses 12.6 and 12.7 receipt of this agreement shall apply 2.7 A GSOP Claim shall be deemed settled for the purposes of this paragraph 2 if: (a) the Sellers’ Representative and the Buyer so agree in writing; or (b) the GSOP Claim has been determined by a court of competent jurisdiction from which there is no right of appeal or from whose judgment the Buyer or the Warrantors (as the case may be) are debarred by passage of time or otherwise from making an appealsuch certification.

Payments from the Escrow Account. 2.1 No (a) On the date hereof, as promptly as reasonably practicable after the transfer described in Section 3(a), Holdco hereby directs the Escrow Agent to transfer an amount shall equal to $ (redacted amount) to DB, which amount is to be released out of debited from the Escrow Account otherwise than and is pledged to DB as collateral to secure the Issuer’s obligation to make payments to DB in accordance with this paragraph 2the DB Swap. 2.2 Each (b) Not later than the fifth (5th) Business Day prior to each remaining Fixed Rate Payer Payment Date (as defined in the LLC Swap), Holdco will deliver a written notice (each, a “Swap Direction Notice”) to the Escrow Agent and SLUS setting forth (i) the date of the Buyer Fixed Rate Payer Payment Date, (ii) the amount of the “Fixed Amount” that is due and payable on the Warrantors LLC Swap on such Fixed Rate Payer Payment Date (the “Fixed Amount Payment”), (iii) the securities in the Escrow Account that shall bear their own costs be liquidated to produce a cash amount equal to the Fixed Amount Payment, and (iv) the account of the LLC to which the cash amount representing such Fixed Amount Payment shall be transferred in satisfaction of SLUS’s obligations in connection therewith. Upon receipt of such Swap Direction Notice and in accordance with establishing and maintaining the foregoing, the Escrow Account. 2.3 In Agent shall, at least three Business Days prior to the event that the Warrantors are entitled to payment of any sum out of relevant Fixed Rate Payer Payment Date, (if applicable) liquidate investments in the Escrow Account in an amount equal to the relevant Fixed Amount Payment and shall transfer such liquidated amount on behalf of SLUS by wire transfer of immediately available funds to the LLC in accordance with the provisions of this paragraph 2 then: (a) Swap Direction Notice. In the Buyer’s sole obligation event the amounts in relation the Escrow Account are insufficient to make the Fixed Amount Payment, the Escrow Agent shall notify Holdco at least two Business Days prior to the relevant Fixed Rate Payer Payment Date, and Holdco shall deposit amounts at least equal to such shortfall with the Escrow Agent prior to such payment shall be date, which amounts the Escrow Agent will use to make the relevant Fixed Amount Payment to the LLC in accordance with the Swap Direction Notice. (c) Not later than the fifth (5th) Business Day prior to each remaining Reference Payment Date (including, for the avoidance of doubt, the Maturity Date), Holdco will deliver the applicable release instruction in writing a written notice (each, an “FA Spread Direction Notice”) to the Escrow Agents pursuant Agent and SLUS setting forth (i) the date of such Reference Payment Date, (ii) the amount of the FA Spread that is due and payable on the Funding Agreements on such Reference Payment Date (the “FA Spread Payment”), (iii) the securities in the Escrow Account that shall be liquidated to produce a cash amount equal to the FA Spread Payment, and (iv) the account of the LLC to which amounts representing such FA Spread Payment shall be transferred in satisfaction of SLUS’s obligations in connection therewith. Upon receipt of such FA Spread Direction Notice and in accordance with the foregoing, the Escrow Agent shall, at least three Business Days prior to the relevant Reference Payment Date, liquidate investments in the Escrow Account in an amount equal to the relevant FA Spread Payment and shall transfer such liquidated amount on behalf of SLUS by wire transfer of immediately available funds to the LLC in accordance with the FA Spread Direction Notice. In the event the amounts in the Escrow Account are insufficient to make the FA Spread Payment, the Escrow Agent shall notify Holdco at least two Business Days prior to the relevant Reference Payment Date, and Holdco shall deposit amounts at least equal to such shortfall with the Escrow Agent prior to such payment date, which amounts the Escrow Agent will use to make the relevant FA Spread Payment to the LLC in accordance with the FA Spread Direction Notice. (d) Not later than the fifth (5th) Business Day prior to the Maturity Date, Holdco will deliver a written notice (each, a “Principal Direction Notice”) to the Escrow Letter; and,Agent and SLUS setting forth (i) the date of the Maturity Date, (ii) the Funding Account Balance (as defined in the Funding Agreements, but excluding any interest due and payable on the Funding Agreements to the extent included in an FA Spread Direction Notice) due and payable on the Notes on such Reference Payment Date (the “Principal Payment”), (iii) the securities in the Escrow Account that shall be liquidated to produce a cash amount equal to the Principal Payment, and (iv) the account of the LLC to which amounts representing such Principal Payment shall be transferred in satisfaction of SLUS’s obligations in connection therewith. Upon receipt of a Principal Direction Notice in accordance with the foregoing, the Escrow Agent shall, at least three Business Days prior to the Maturity Date, liquidate investments in the Escrow Account in an amount equal to the Principal Payment and shall transfer such liquidated amount on behalf of SLUS by wire transfer of immediately available funds to the paying agent in accordance with the Principal Direction Notice. In the event the amounts in Escrow Account are insufficient to make the Principal Payment, the Escrow Agent shall notify Holdco at least two Business Days prior to the relevant Reference Payment Date, and Holdco shall deposit amounts at least equal to such shortfall with the Escrow Agent prior to such payment date, which amounts the Escrow Agent will use to make the relevant Principal Payment to the LLC in accordance with the Principal Direction Notice. (be) subject From time to time, to the Buyer delivering such instruction when required extent that any amounts are due and payable by SLUS on the Buyer shall have no further obligation to any Warrantor Demand Notes, including in respect of any amount standing both interest and principal thereunder, Holdco will deliver, not later than the fifth (5th) Business Day prior to the credit date such amount is due, written notice (each, a “Demand Note Direction Notice”) to the Escrow Agent and SLUS setting forth (i) the date such amount is due and payable by SLUS, (ii) the amount that is due and payable by SLUS (the “Demand Note Payment”), (iii) the securities in the Escrow Account that shall be liquidated to produce a cash amount equal to the Demand Note Payment, and (iv) the account of the LLC to which amounts representing such Demand Note Payment shall be transferred in satisfaction of SLUS’s obligations in connection therewith. Upon receipt of a Demand Notice Direction Notice in accordance with the foregoing, the Escrow AccountAgent shall, at least three Business Days prior to the relevant payment date, liquidate investments in the Escrow Account in an amount equal to the Demand Notice Obligation and shall transfer such liquidated amount on behalf of SLUS by wire transfer of immediately available funds to the LLC in accordance with the Demand Note Direction Notice. In the event the amounts in the Escrow Account are insufficient to make the Demand Note Payment, the Escrow Agent shall notify Holdco at least two Business Days prior to the relevant payment date, and Holdco shall deposit amounts at least equal to such shortfall with the Escrow Agent prior to such payment date, which amounts the Escrow Agent will use to make the relevant Demand Note Payment to the LLC in accordance with the Demand Note Direction Notice. 2.4 Subject as otherwise provided by this paragraph 2(f) Following the Maturity Date (but in no event later than the tenth Business Day thereafter), the if there is any outstanding Securities, assets and other cash amount (if any) standing to the credit of in the Escrow Account (including any accrued interest but less any applicable bank chargessuch amount, the “Excess Escrow Funds”) shall be released to the Warrantors according to the proportions set opposite their respective names in column 6 of Part 1 of Schedule 1 on the Release Date. 2.5 If, following after the Escrow Account being established Agent has made the relevant payments as set forth in Section 5 above, and prior to the Release Date, a GSOP Claim no fee set forth in Section 9 is settled due and there is a Due Amount in respect of the GSOP Claim which has not been otherwise satisfied by the Warrantors under this agreement, then each of the Warrantors unconditionally and irrevocably agrees that: (a) such amount of the Due Amount not so satisfied by the Warrantors under this agreement shall first be satisfied by immediate release of funds standing to the credit of the Escrow Account from time to time to the Buyer; and (b) the Sellers’ Representative shall be automatically authorised (without further action required on the part of the Warrantors) to execute and deliver payable to the Escrow Agents Agent by Holdco, the Escrow Agent shall, at the written instructions of Holdco and SLUS, release such Excess Escrow Funds to Holdco. (g) Notwithstanding the foregoing, in the event that Holdco notifies the Escrow Agent and SLUS that an instruction for “Event of Default” (as defined in the release of such amount as is equal Indenture) with respect to the Due Amount to Notes has occurred and is continuing, the Buyer, and accordingly the Sellers’ Representative and the Buyer shall, as soon as practicable, irrevocably instruct parties agree that the Escrow Agents to pay to the Buyer out of the Escrow Account the lesser of the Due Amount not otherwise satisfied by the Warrantors under this agreement and the amount standing to the credit of the Escrow Account (together with any interest which has accrued on the amount so paid but less any applicable bank charges). Following settlement of all Due Amounts in respect of any GSOP Claims (if any) at the Release Date, the Sellers’ Representative and the Buyer shall, subject to paragraph 2.6 below, as soon as practicable irrevocably instruct the Escrow Agents to pay any balance standing to the credit of the Escrow Account (together with any interest which has accrued on such balance less any applicable bank charges) to the Warrantors according to the proportions set opposite their respective names in column 6 of Part 1 of Schedule 1. 2.6 If, as at the Release Date, any GSOP Claim(s) have been notified by the Buyer in accordance with the terms of this agreement but have not yet been settled, then a reasonable estimate of the amount of such GSOP Claim(s) Agent shall be retained only liquidate investments in the Escrow Account until and make payments from such time as they are settled, whereupon such retained amount shall be paid out of the Escrow Account in accordance with at the preceding provisions joint written instructions of Holdco and SLUS. “Indenture” for this Schedule. The Buyer purpose means the Indenture among Sun Life Financial Global Funding III, L.P., Sun Life Financial Global Funding III, U.L.C., Sun Life Financial Global Funding III, L.L.C., and the Sellers’ Representative (on behalf JPMorgan Chase Bank, N.A., as indenture trustee, dated as of the Warrantors) shall negotiate such reasonable estimate in good faith and if the parties cannot agree such amount within 15 Business Days of the Release DateSeptember 5, the matter will be referred to a Tax Expert for determination based on the then available evidence in which case clauses 12.6 and 12.7 of this agreement shall apply 2.7 A GSOP Claim shall be deemed settled for the purposes of this paragraph 2 if: (a) the Sellers’ Representative and the Buyer so agree in writing; or (b) the GSOP Claim has been determined by a court of competent jurisdiction from which there is no right of appeal or from whose judgment the Buyer or the Warrantors (2006, as the case may be) are debarred by passage of time amended, supplemented, or otherwise modified from making an appealtime to time.