Common use of Release of Escrowed Property Clause in Contracts

Release of Escrowed Property. (a) If at any time on or prior to the Conditions Precedent Date, the Escrow Agent receives a Release Request from the Issuer that includes the following (i) as of the Release Date, no Event of Default under the Indenture has occurred and is continuing; (ii) the Company has received approval from the applicable gaming authorities for the offering of the Securities; (iii) the CEOC Assumption has been consummated; and (iv) concurrently with the release of the Escrowed Property to the Company (the “Release”): (A) the Assumption Documents will have been executed and delivered by all parties thereto; (B) the Escrow Funds will be used to pay the fees and expenses related to the issuance and sale of the Securities (including the Deferred Discount (as defined in the Purchase Agreement) and the out of pocket expenses of the Initial Purchasers payable by the Issuers pursuant to the terms of the Purchase Agreement, if any), as set forth in a written direction to the Escrow Agent substantially as set forth in Annex I, the Escrow Agent will release all Escrowed Property then held by it to or for the account of the Issuer, upon presentation of a Release Request no later than 3 p.m. Eastern on the business day prior to such Release. (b) If the Escrow Agent receives a written notice from the Issuer or the Trustee substantially in the form of Annex II that the conditions specified in 3(a) will not be satisfied and/or that the Escrow Redemption is to occur, which notice shall state the Escrow Redemption Date and the Escrow Redemption Price, the Escrow Agent will on or before the Business Day prior to the Escrow Redemption Date release to the Paying Agent an amount of Escrowed Property in cash equal to the Escrow Redemption Price specified in such notice from the Issuer or the Trustee. Concurrently with such release to the Paying Agent, the Escrow Agent shall release any excess of Escrowed Property over the Escrow Redemption Price to the Company. (c) Notwithstanding paragraphs 3(a) and (b) above, if the Escrow Agent receives a notice from the Trustee or the Issuer or otherwise has actual knowledge that a Default has occurred and is continuing, the Escrow Agent will not release any Escrowed Property to the Issuer unless and until the Escrow Agent receives a notice from the Trustee that such Default is not continuing. (d) If the Escrow Agent receives a notice from the Trustee that the principal of and accrued interest on the Securities (the “Default Amount”) has become immediately due and payable pursuant to Section 6.02 of the Indenture (an “Acceleration Event”) and either (i) a court of competent jurisdiction by final and nonappealable judgment determines that the acceleration of the Securities was appropriate as a result of a bona fide Event of Default under the Indenture or (ii) such acceleration is not rescinded on or prior to the Conditions Precedent Date (either such event, a “Remedies Trigger Event”), the Escrow Agent will liquidate all Escrowed Property then held by it within one Business Day after it receives notice of such court determination or on the Business Day after the Conditions Precedent Date, as the case may be, and will release to the Paying Agent for payment to the holders of the Securities an amount of Escrowed Property sufficient to pay the Default Amount. The Escrow Agent will release all remaining Escrowed Property in excess of such Default Amount to the Company. If the Escrow Agent receives a notice that an Escrow Redemption is to occur, this Section 3(d) and Section 3(c) shall be of no further effect and all Escrowed Property then held by the Escrow Agent shall be released in accordance with Section 3(b).

Release of Escrowed Property. (a) If at any time on or prior to the Conditions Precedent DateDelta Acquisition Deadline, the Borrower delivers to the Escrow Agent receives and the Administrative Agent a written request substantially in the form set forth in Annex I hereto (a “Release Request from the Issuer that includes the following (iRequest”) as of the Release Datecertifying that, no Event of Default under the Indenture has occurred and is continuing; (ii) the Company has received approval from the applicable gaming authorities for the offering of the Securities; (iii) the CEOC Assumption has been consummated; and (iv) prior to or concurrently with the release of the Escrowed Property to from the Company Escrow Account (the “Release”): (A) the Assumption Documents will Delta Acquisition Escrow Conditions shall have been executed and delivered by all parties thereto; (B) the Escrow Funds will be used to pay the fees and expenses related to the issuance and sale of the Securities (including the Deferred Discount (as defined in the Purchase Agreement) and the out of pocket expenses of the Initial Purchasers payable by the Issuers pursuant to the terms of the Purchase Agreement, if any), as set forth in a written direction to the Escrow Agent substantially as set forth in Annex I, the Escrow Agent will release all Escrowed Property then held by it to or for the account of the Issuer, upon presentation of a Release Request no later than 3 p.m. Eastern on the business day prior to such Release. (b) If the Escrow Agent receives a written notice from the Issuer or the Trustee substantially in the form of Annex II that the conditions specified in 3(a) will not be satisfied and/or that the Escrow Redemption is to occur, which notice shall state the Escrow Redemption Date and the Escrow Redemption Price, the Escrow Agent will on or before the Business Day prior to the Escrow Redemption Date release to the Paying Agent an amount of Escrowed Property in cash equal to the Escrow Redemption Price specified in such notice from the Issuer or the Trustee. Concurrently with such release to the Paying Agentsatisfied, the Escrow Agent shall release any excess all of the Escrowed Property over held by it in the Escrow Redemption Price Account to or as directed by the CompanyBorrower (the date of such release, the “Delta Escrow Release Date”), by wire transfer of immediately available funds in accordance with the instructions set forth in the Release Request no later than 12:00 p.m. (New York City time) on the Business Day immediately following the date such Release Request is delivered. (c) Notwithstanding paragraphs 3(a) and (b) above, if If: (i) at 11:59 p.m. (New York City time) on the Escrow Agent receives a notice from the Trustee or the Issuer or otherwise has actual knowledge that a Default has occurred and is continuingDelta Acquisition Deadline, the Escrow Agent will has not release any Escrowed Property to the Issuer unless and until the Escrow Agent receives received a notice from the Trustee that such Default is not continuing. (d) If the Escrow Agent receives a notice from the Trustee Release Request certifying that the principal of and accrued interest on the Securities (the “Default Amount”) has become immediately due and payable pursuant to Section 6.02 of the Indenture (an “Acceleration Event”) and either (i) a court of competent jurisdiction by final and nonappealable judgment determines that the acceleration of the Securities was appropriate as a result of a bona fide Event of Default under the Indenture or (ii) such acceleration is not rescinded Delta Acquisition Escrow Conditions have been satisfied on or prior to the Conditions Precedent Date Delta Acquisition Deadline; or (either such event, a “Remedies Trigger Event”), ii) the Borrower notifies the Escrow Agent and the Administrative Agent in writing substantially in the form set forth in Annex II hereto that (A) the Borrower has determined that the Delta Acquisition will not be consummated on or before the Delta Acquisition Deadline, (B) the Delta Acquisition Agreement has been terminated or (C) the Credit Agreement has been terminated; the Escrow Agent, without the requirement of notice or action by the Borrower, the Administrative Agent or any other person or entity, shall, within one Business Day, liquidate all Escrowed Property then held by it within one Business Day after it receives notice in the Escrow Account and release all amounts to the Administrative Agent by wire transfer or internal transfer of immediately available funds (in accordance with the instructions set forth in Schedule A of Annex II hereto) for the benefit of the Lenders relating to the Escrow Account. (c) Prior to the release of funds in the Escrow Account pursuant to Sections 3(a) and 3(b), amounts of the Escrowed Property shall from time to time be withdrawn from the Escrow Account, upon the written request of the Administrative Agent (with a copy to the Borrower), for application to interest then due and payable pursuant to the Credit Agreement. Upon receipt of an a written request from the Administrative Agent (with a copy to the Borrower) prior to 2:00 p.m. (New York City time), certifying that an interest payment is due on the Term Loans, the Escrow Agent shall liquidate (in the manner directed) an amount of the Escrowed Property from the Escrow Account sufficient to pay the interest becoming due on the Term Loans (as calculated by the Administrative Agent in accordance with the terms of the Credit Agreement and set forth in such written request) and release such cash amount to the Administrative Agent for payment of such court determination or interest on the Term Loans no later than 11:00 a.m. (New York City time) on the Business Day after immediately following receipt of such written request. (d) The Administrative Agent undertakes to use its commercially reasonable efforts to notify the Conditions Precedent DateEscrow Agent and the Borrower at least three Business Days prior thereto of any expected release of Escrowed Property, as but failure to do so shall not have any effect on the case may beobligations of the Escrow Agent under this Agreement. (e) Concurrently with the execution of this Agreement, the Borrower and will release the Administrative Agent shall deliver to the Paying Escrow Agent for payment authorized signers’ forms in the form of Exhibit A-1 and Exhibit A-2 to the holders of the Securities an amount of Escrowed Property sufficient to pay the Default Amountthis Escrow Agreement. The Escrow Agent will release all remaining Escrowed Property is authorized to confirm each funds transfer instruction received in excess the name of such Default Amount a party hereto, whether in writing, by telecopier or otherwise, by confirming via telephone call-back to an authorized individual of the Company. If applicable party as evidenced in Exhibit A-1 and Exhibit A-2, and the Escrow Agent receives a notice that may rely upon the confirmations of anyone purporting to be the person or persons so designated. Once delivered to the Escrow Agent, Exhibit A-1 or Exhibit A-2 may be revised, supplemented or rescinded only in writing signed by an Escrow Redemption is to occurauthorized representative of the applicable party in the manner set forth herein or therein. Such revisions, this Section 3(d) and Section 3(c) supplements or rescissions shall be of no further effect and all Escrowed Property then held effective on the next Business Day after delivery thereof (or, if delivered after 2:00 p.m. (New York City time) on the second Business Day after delivery thereof) to the Escrow Agent at its notice address set forth in Section 9(f) (or, if earlier, when countersigned by the Escrow Agent). If a revised Exhibit A-1 or Exhibit A-2 or a rescission of, or supplement to, an existing Exhibit A-1 or Exhibit A-2 is delivered to the Escrow Agent by an entity that is a successor-in-interest to either party, such document shall be accompanied by additional documentation reasonably requested by the Escrow Agent showing that such entity has succeeded to the rights and responsibilities of the applicable party (which, for the avoidance of doubt, shall be released deemed to be satisfactory to the Escrow Agent if in accordance with the form of a certificate of merger of the applicable entity). The Borrower and Administrative Agent agree that the security procedures set forth in this Section 3(b)3(e) are commercially reasonable. The Borrower and Administrative Agent understand that the Escrow Agent’s inability to receive or confirm funds transfer instructions may result in a delay in accomplishing such funds transfer, and agree that the Escrow Agent shall not be liable for any loss caused by any such delay, except to the extent that such loss shall have been caused by the gross negligence or willful misconduct of the Escrow Agent as finally determined by a court of competent jurisdiction.

Release of Escrowed Property. The Issuers shall only be entitled to direct the Escrow Agent to release Escrowed Property (ain which case the Escrowed Property will be paid to or as directed by the Issuers) If at any time (the “Release”) upon delivery to the Escrow Agent, on or prior to the Conditions Precedent Escrow End Date, the Escrow Agent receives a Release Request from the Issuer of an Officer’s Certificate certifying that includes the following (i) as of the Release Date, no Event of Default under the Indenture has occurred and is continuing; (ii) the Company has received approval from the applicable gaming authorities for the offering of the Securities; (iii) the CEOC Assumption has conditions have been consummated; and (iv) or substantially concurrently with the release of the Escrowed Property will be satisfied (the date of such release, the “Escrow Release Date”): (a) (i) all conditions precedent to the Company (consummation of the “Release”): (A) the Assumption Documents Acquisition will have been executed satisfied or waived in accordance with the terms of the Acquisition Agreement (other than those conditions that by their terms are to be satisfied substantially concurrently with the consummation of the Acquisition, but subject to the satisfaction or waiver of such conditions) and delivered by all parties thereto; (Bii) the Escrow Funds Escrowed Property will be used to pay consummate, or in connection with the fees and expenses related to the issuance and sale of the Securities (including the Deferred Discount (as defined in the Purchase Agreement) and the out of pocket expenses of the Initial Purchasers payable by the Issuers pursuant to the terms of the Purchase Agreement, if any), as set forth in a written direction to the Escrow Agent substantially as set forth in Annex Ifinancing of, the Escrow Agent will release all Escrowed Property then held by it to or for the account of the Issuer, upon presentation of a Release Request no later than 3 p.m. Eastern on the business day prior to such Release.Acquisition; (b) If all conditions precedent to the effectiveness of, and borrowings under, the New Credit Agreement (other than the release of the Escrowed Property) have been satisfied or waived, and prior to or substantially concurrently with the release of the funds from the Escrow Agent receives a written notice from Account, the Issuer or borrowings under theNew Credit Agreement to be drawn in connection with the Trustee substantially in Acquisition will be available to the form of Annex II that the conditions specified in 3(a) will not be satisfied and/or that Issuers on the Escrow Redemption is to occur, which notice shall state the Escrow Redemption Date and the Escrow Redemption Price, the Escrow Agent will on or before the Business Day prior to the Escrow Redemption Date release to the Paying Agent an amount of Escrowed Property in cash equal to the Escrow Redemption Price specified in such notice from the Issuer or the Trustee. Concurrently with such release to the Paying Agent, the Escrow Agent shall release any excess of Escrowed Property over the Escrow Redemption Price to the Company.Release Date; and (c) Notwithstanding paragraphs 3(a) the QEP Guarantors shall have entered into and (b) above, if delivered a supplemental indenture to this Indenture substantially concurrently with the Escrow Agent receives a notice from the Trustee or the Issuer or otherwise has actual knowledge that a Default has occurred and is continuing, the Escrow Agent will not release any Escrowed Property to the Issuer unless and until the Escrow Agent receives a notice from the Trustee that such Default is not continuing. (d) If the Escrow Agent receives a notice from the Trustee that the principal of and accrued interest on the Securities (the “Default Amount”) has become immediately due and payable pursuant to Section 6.02 of the Indenture (an “Acceleration Event”) and either (i) a court of competent jurisdiction by final and nonappealable judgment determines that the acceleration of the Securities was appropriate as a result of a bona fide Event of Default under the Indenture or (ii) such acceleration is not rescinded on or prior to the Conditions Precedent Date (either such event, a “Remedies Trigger Event”), the Escrow Agent will liquidate all Escrowed Property then held by it within one Business Day after it receives notice of such court determination or on the Business Day after the Conditions Precedent Date, as the case may be, and will release to the Paying Agent for payment to the holders of the Securities an amount of Escrowed Property sufficient to pay the Default AmountRelease. The Escrow Agent will release all remaining Escrowed Property in excess of such Default Amount to the Company. If the Escrow Agent receives a notice that an Escrow Redemption is to occur, this Section 3(d) and Section 3(c) Release shall be of no further effect and all Escrowed Property then held occur promptly upon receipt by the Escrow Agent of an Officer’s Certificate certifying to the foregoing. Upon the occurrence of the Release, the Escrow Account shall be released in reduced to zero and the Escrowed Property and interest (if any) thereon shall be paid out to the Issuers accordance with Section 3(b)the Escrow Agreement.

Release of Escrowed Property. (a) If at any time A. The Escrow Agent shall release a copy of the Escrowed Property to each of the Principals on or prior to promptly following such date as the Conditions Precedent conditions precedent provided in this Section shall be satisfied (such date, the “Release Date”). On the Release Date, the Escrow Agent receives a is instructed to insert the date of the Release Request Date on the Escrowed Property in the spaces therein provided and make such filings as are necessary and appropriate with any state or federal governing body to effectuate the merger contemplated by the Merger Agreement and to take any and all actions as are otherwise necessary and appropriate in connection therewith or as contemplated by the Escrowed Property. The Escrow Agent is permitted to proceed with the foregoing actions upon receipt of written confirmation from the Issuer Parent that includes the following conditions precedent have been satisfied: (i) as of the Release DateCompany shall be audited by a United States Independent Registered Public Accounting Firm in good standing with the Public Company Accounting Oversight Board (“PCAOB”) and the Company shall be provided with such auditor’s consent to file the audited financial statements with the U.S. Securities and Exchange Commission, no Event of Default under the Indenture has occurred and is continuing; (ii) the Company has received approval from Parent shall be audited by a United States Independent Registered Public Accounting Firm in good standing with the applicable gaming authorities for PCAOB and the offering of Parent shall be provided with such auditor’s consent to file the Securities; audited financial statements with the U.S. Securities and Exchange Commission, and (iii) the CEOC Assumption has been consummated; Parent shall have filed all required periodic reports and (iv) concurrently related filings in accordance with the release Securities Exchange Act of 1934 and shall be deemed a SEC current reporting company with the OTC Markets trading platform. The Escrow Agent is not required to seek independent confirmation that the foregoing items (i) through (iii) have been satisfied and the Escrow Agent is permitted to rely entirely upon the written confirmation from the Parent as evidence of the Escrowed Property satisfaction of the foregoing. B. In the event Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from the Principals, or from third persons with respect to the Company (the “Release”): (A) the Assumption Documents will have been executed and delivered by all parties thereto; (B) the Escrowed Property, which, in Escrow Funds will Agent’s sole opinion, are in conflict with each other or with any provision of this Escrow Agreement, Escrow Agent shall be used entitled to pay the fees and expenses related to the issuance and sale of the Securities (including the Deferred Discount (as defined refrain from taking any action until it shall be directed otherwise unanimously in the Purchase Agreement) and the out of pocket expenses of the Initial Purchasers payable writing by the Issuers pursuant to the terms of the Purchase AgreementPrincipals, and said third persons, if any), as set forth or by a final order or judgment of a court of competent jurisdiction. If any of the parties shall be in a written direction to disagreement about the interpretation of this Escrow Agreement, or about the rights and obligations, or the propriety of any action contemplated by the Escrow Agent substantially as set forth in Annex Ihereunder, the Escrow Agent will release all may, at its sole discretion, deposit the Escrowed Property then held by it to or for the account of the Issuerwith a court having jurisdiction over this Escrow Agreement, and, upon presentation notifying all parties concerned of a Release Request no later than 3 p.m. Eastern such action, all liability on the business day prior to such Release. (b) If the Escrow Agent receives a written notice from the Issuer or the Trustee substantially in the form part of Annex II that the conditions specified in 3(a) will not be satisfied and/or that the Escrow Redemption is to occur, which notice shall state the Escrow Redemption Date and the Escrow Redemption Price, the Escrow Agent will on or before the Business Day prior to the Escrow Redemption Date release to the Paying Agent an amount of Escrowed Property in cash equal to the Escrow Redemption Price specified in such notice from the Issuer or the Trustee. Concurrently with such release to the Paying Agent, the Escrow Agent shall release any excess of Escrowed Property over the Escrow Redemption Price to the Company. (c) Notwithstanding paragraphs 3(a) fully cease and (b) above, if the terminate. The Escrow Agent receives a notice from the Trustee or the Issuer or otherwise has actual knowledge that a Default has occurred shall be and is continuinghereby indemnified by the Principals, jointly and severally, for all Claims, including reasonable attorneys’ fees, in connection with the aforesaid proceeding, and shall be fully protected in suspending all or a part of its activities under this Escrow Agreement until a final decision or other settlement in the proceeding is received. In the event Escrow Agent will not release any is joined as a party to a lawsuit by virtue of the fact that it is holding the Escrowed Property to the Issuer unless and until the Property, Escrow Agent receives a notice from the Trustee that such Default is not continuing. (d) If the Escrow Agent receives a notice from the Trustee that the principal of and accrued interest on the Securities (the “Default Amount”) has become immediately due and payable pursuant to Section 6.02 of the Indenture (an “Acceleration Event”) and either shall, at its sole option, either: (i) a court of competent jurisdiction by final and nonappealable judgment determines that tender the acceleration Escrowed Property in its possession to the registry of the Securities was appropriate as a result of a bona fide Event of Default under the Indenture court; or (ii) such acceleration is not rescinded on or prior to disburse the Conditions Precedent Date (either such event, a “Remedies Trigger Event”), the Escrow Agent will liquidate all Escrowed Property then held by it within one Business Day after it receives notice of such court determination or on the Business Day after the Conditions Precedent Date, as the case may be, and will release to the Paying Agent for payment to the holders of the Securities an amount of Escrowed Property sufficient to pay the Default Amount. The Escrow Agent will release all remaining Escrowed Property in excess of such Default Amount to the Company. If the Escrow Agent receives a notice that an Escrow Redemption is to occur, this Section 3(d) and Section 3(c) shall be of no further effect and all Escrowed Property then held by the Escrow Agent shall be released its possession in accordance with Section 3(b)the court’s ultimate disposition of the case, and the Principals hereby, jointly and severally, indemnify and hold Escrow Agent harmless from and against any and all Claims in connection therewith, including, but not limited to, reasonable attorneys’ fees and court costs at all trial and appellate levels.

Release of Escrowed Property. (a) If at any time on or prior to the Conditions Precedent Escrow End Date, the Escrow Agent receives and the Escrow Administrative Agent receive a Release Request from and the Issuer that includes the following (i) as Escrow Administrative Agent’s written approval of the such Release DateRequest, no Event of Default under later than 1 p.m. Eastern Time on the Indenture has occurred and is continuing; (ii) Business Day prior to such release, then the Company has received approval from the applicable gaming authorities for the offering of the Securities; (iii) the CEOC Assumption has been consummated; and (iv) concurrently with the Escrow Agent will release of the Escrowed Property then held by it to or for the Company (account or at the “Release”): (A) the Assumption Documents will have been executed and delivered by all parties thereto; (B) direction of the Escrow Funds will be used to pay the fees Borrower, in each case in an amount and expenses related to the issuance and sale of the Securities (including the Deferred Discount (as defined in the Purchase Agreement) and the out of pocket expenses of the Initial Purchasers payable by the Issuers pursuant to the terms of the Purchase Agreement, if any), as set forth in a written direction to the Escrow Agent substantially as set forth in Annex Isuch Release Request. (b) Upon Escrow Agent’s receipt of the Escrow Borrower’s written notice that the Escrow End Date has occurred, the Escrow Agent will release to the Escrow Administrative Agent all Escrowed Property then held by it on the Escrow End Date pursuant to the written direction to the Escrow Agent provided by the Escrow Administrative Agent. (c) If the Escrow Administrative Agent delivers a written notice to the Escrow Agent that the Loans have become immediately due and owing pursuant to Section 8 of the Escrow Credit Agreement, the Escrow Agent will release all Escrowed Property then held by it to or for the account of the Issuer, upon presentation of a Release Request no later than 3 p.m. Eastern on the business day prior to such Release. (b) If the Escrow Administrative Agent receives a written notice from the Issuer or the Trustee substantially in the form of Annex II that the conditions specified in 3(a) will not be satisfied and/or that the Escrow Redemption is to occur, which notice shall state the Escrow Redemption Date and the Escrow Redemption Price, the Escrow Agent will on or before the within one Business Day prior to the Escrow Redemption Date release to the Paying Agent an amount of Escrowed Property in cash equal to the Escrow Redemption Price specified in receiving such notice from the Issuer or the Trustee. Concurrently with such release to the Paying Agent, the Escrow Agent shall release any excess of Escrowed Property over the Escrow Redemption Price to the Company. (c) Notwithstanding paragraphs 3(a) and (b) above, if the Escrow Agent receives a notice from the Trustee or the Issuer or otherwise has actual knowledge that a Default has occurred and is continuing, the Escrow Agent will not release any Escrowed Property to the Issuer unless and until the Escrow Agent receives a notice from the Trustee that such Default is not continuingnotice. (d) If the Escrow Administrative Agent receives a notice from the Trustee that the principal of and accrued interest on the Securities (the “Default Amount”) has become immediately due and payable pursuant to Section 6.02 of the Indenture (delivers an “Acceleration Event”) and either (i) a court of competent jurisdiction by final and nonappealable judgment determines that the acceleration of the Securities was appropriate as a result of a bona fide Event of Default under the Indenture or (ii) such acceleration is not rescinded on or prior Optional Prepayment Notice to the Conditions Precedent Date (either such event, a “Remedies Trigger Event”)Escrow Agent, the Escrow Agent will liquidate all release the amount of Escrowed Property then held by it equal to the amount set forth in such Optional Prepayment Notice within one Business Day after it receives notice of receiving such court determination notice. (e) The Escrow Administrative Agent agrees to promptly execute and deliver or on cause to be executed and delivered any instruments, documents and agreements and to promptly take all additional steps reasonably requested by the Escrow Borrower to evidence and/or confirm the release of the Collateral pursuant to the foregoing clause (a) or (b) of this Section 3, including authorizing filing of one or more UCC amendments or termination statements in such jurisdictions and filing offices as are reasonably necessary or advisable (as determined by the Escrow Borrower) in order to terminate the applicable security interest granted herein. In connection with any release pursuant to this Section 3(e), the Escrow Borrower shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of UCC amendments or termination statements. (f) The Escrow Administrative Agent agrees that, at least one Business Day after the Conditions Precedent prior to each Interest Payment Date, as the case may be, and will release it shall deliver to the Paying Agent for payment to the holders of the Securities an amount of Escrowed Property sufficient to pay the Default Amount. The Escrow Agent will release all remaining Escrowed Property in excess of such Default Amount to the Company. If the Escrow Agent receives and the Escrow Borrower a notice that an statement as to the amount of accrued but unpaid interest due on such Interest Payment Date under the Escrow Redemption is to occurCredit Agreement for the applicable Interest Period in respect of the Loans, this Section 3(d) and Section 3(c) shall be of no further effect and all Escrowed Property then held by the Escrow Agent shall be released transfer to the Escrow Administrative Agent, to the account set forth on Schedule A hereto, an amount of funds, no later than 1 p.m. Eastern Time on such Interest Payment Date, that is equal to the amount reflected in accordance with Section 3(b)such statement.

Release of Escrowed Property. (a) If at any time on or prior to the Conditions Precedent Date, the Escrow Agent receives a Release Request from the Issuer that includes the following (i) as of the Release DateRequest, no Event of Default under later than 3 p.m. Eastern Time on the Indenture has occurred and is continuing; (ii) the Company has received approval from the applicable gaming authorities for the offering of the Securities; (iii) the CEOC Assumption has been consummated; and (iv) Business Day prior to such Release, certifying that, prior to or concurrently with the release of the Escrowed Property to the Company Borrower (the “Release”): (A) ), the Assumption Documents will Escrow Release Conditions have been executed and delivered by all parties thereto; (B) the Escrow Funds will be used to pay the fees and expenses related to the issuance and sale of the Securities (including the Deferred Discount (as defined in the Purchase Agreement) and the out of pocket expenses of the Initial Purchasers payable by the Issuers pursuant to the terms of the Purchase Agreement, if any), as set forth in a written direction to the Escrow Agent substantially as set forth in Annex Isatisfied, the Escrow Agent will (i) release to the Administrative Agent Escrow Funds in an amount sufficient to pay all fees payable to the Agents, Co-Lead Arrangers or to any Lender on or prior to the Escrow Release Date and all other amounts due and payable pursuant to the Loan Documents or other agreements on or prior to the Escrow Release Date, including reimbursement or payment of all reasonable and documented out-of-pocket expenses (including legal fees and expenses), in each case, required to be reimbursed or paid by the Loan Parties under any Loan Document or other agreement and (ii) release the remainder of the Escrowed Property then held by it to or for the account of the IssuerBorrower, upon presentation of a in each case in an amount and pursuant to the written direction to the Escrow Agent as set forth in the Release Request no later than 3 p.m. Eastern on the business day prior to such ReleaseRequest. (b) If the Escrow Agent receives a written notice from End Date occurs, the Issuer or the Trustee substantially in the form of Annex II that the conditions specified in 3(a) will not be satisfied and/or that Borrower shall deliver to the Escrow Redemption is to occurAgent, which notice shall state the Escrow Redemption Date on such date, a Prepayment Notice, and the Escrow Redemption PriceAgent will, the Escrow Agent will on or before the Business Day prior to the Escrow Redemption Date Prepayment Date, release to the Paying Administrative Agent an amount of Escrowed Property in cash equal to the Escrow Redemption Price Prepayment Amount specified in such notice from the Issuer or the TrusteeBorrower. Concurrently with such release to the Paying Administrative Agent, the Escrow Agent shall release any excess of Escrowed Property over the Escrow Redemption Price Prepayment Amount (as specified in the Prepayment Notice) to the CompanyBorrower. (c) Notwithstanding paragraphs 3(aThe Administrative Agent agrees to promptly execute and deliver or cause to be executed and delivered any instruments, documents and agreements and to promptly take all additional steps reasonably requested by the Borrower to evidence and/or confirm the release of the Collateral pursuant to the foregoing clause (a) and or (b) aboveof this Section 3, if including authorizing filing of one or more UCC termination statements in such jurisdictions and filing offices as are reasonably necessary or advisable (as determined by the Escrow Agent receives a notice from Borrower) in order to terminate the Trustee or the Issuer or otherwise has actual knowledge that a Default has occurred and is continuing, the Escrow Agent will not security interest granted herein. In connection with any release any Escrowed Property to the Issuer unless and until the Escrow Agent receives a notice from the Trustee that such Default is not continuing. (d) If the Escrow Agent receives a notice from the Trustee that the principal of and accrued interest on the Securities (the “Default Amount”) has become immediately due and payable pursuant to this Section 6.02 of the Indenture (an “Acceleration Event”) and either (i) a court of competent jurisdiction by final and nonappealable judgment determines that the acceleration of the Securities was appropriate as a result of a bona fide Event of Default under the Indenture or (ii) such acceleration is not rescinded on or prior to the Conditions Precedent Date (either such event, a “Remedies Trigger Event”3(c), the Escrow Agent will liquidate all Escrowed Property then held by it within one Business Day after it receives notice Borrower shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of such court determination or on the Business Day after the Conditions Precedent Date, as the case may be, and will release to the Paying Agent for payment to the holders of the Securities an amount of Escrowed Property sufficient to pay the Default Amount. The Escrow Agent will release all remaining Escrowed Property in excess of such Default Amount to the CompanyUCC termination statements. If the Escrow Agent receives a Prepayment Notice, without having previously received notice that an Escrow Redemption is to occurunder Section 3(a), this Section 3(d) and Section 3(c) shall be of no further effect and all Escrowed Property then held by the Escrow Agent shall be released in accordance with Section 3(b).

Release of Escrowed Property. (a) If at any time on or prior to the Conditions Precedent Date, the Escrow Agent receives a Release Request from the Issuer that includes Issuers certifying that, prior to or concurrently with the following Release, (i) the Escrow Conditions (as of defined in the Release Date, no Event of Default under the Indenture has occurred Indenture) have been satisfied and is continuing; (ii) the Company has received approval from the applicable gaming authorities for the offering of the Securities; (iii) the CEOC Assumption has been consummated; and (iv) concurrently with the release of the Escrowed Property to the Company (the “Release”): (A) the Assumption Release Documents will have been executed and delivered by all parties thereto; (B) the Escrow Funds will be used to pay the fees and expenses related to the issuance and sale of the Securities (including the Deferred Discount (as defined in the Purchase Agreement) and the out of out-of-pocket expenses of the Initial Purchasers payable by the Issuers pursuant to the terms of the Purchase Agreement, if any), as set forth in a written direction to the Escrow Agent substantially as set forth in Annex I, the Escrow Agent will release all Escrowed Property then held by it to or for the account of the IssuerIssuers, upon presentation of a Release Request no later than 3 p.m. Eastern on the business day Business Day prior to such Release. (b) If the Escrow Agent receives a written notice from the Issuer Issuers or the Trustee substantially in the form of Annex II that the conditions specified in 3(a) will not be satisfied and/or that the Escrow Redemption is to occur, which notice shall state the Escrow Redemption Date and the Escrow Redemption Price, the Escrow Agent will will, on or before the Business Day prior to the Escrow Redemption Date Date, release to the Paying Agent an amount of Escrowed Property in cash equal to the Escrow Redemption Price specified in such notice from the Issuer Issuers or the Trustee. Concurrently with such release to the Paying Agent, the Escrow Agent shall release any excess of Escrowed Property over the Escrow Redemption Price to the CompanyIssuers. (c) Notwithstanding paragraphs 3(aThe Trustee agrees to promptly execute and deliver or cause to be executed and delivered any instruments, documents and agreements and to promptly take all additional steps reasonably requested by the Issuers to evidence and/or confirm the release of the Collateral pursuant to the foregoing clause (a) and or (b) aboveof this Section 3, if including authorizing filing of one or more UCC termination statements in such jurisdictions and filing offices as are reasonably necessary or advisable (as determined by the Escrow Agent receives a notice from Company) in order to terminate the Trustee or the Issuer or otherwise has actual knowledge that a Default has occurred and is continuing, the Escrow Agent will not security interest granted herein. In connection with any release any Escrowed Property to the Issuer unless and until the Escrow Agent receives a notice from the Trustee that such Default is not continuing. (d) If the Escrow Agent receives a notice from the Trustee that the principal of and accrued interest on the Securities (the “Default Amount”) has become immediately due and payable pursuant to this Section 6.02 of the Indenture (an “Acceleration Event”) and either (i) a court of competent jurisdiction by final and nonappealable judgment determines that the acceleration of the Securities was appropriate as a result of a bona fide Event of Default under the Indenture or (ii) such acceleration is not rescinded on or prior to the Conditions Precedent Date (either such event, a “Remedies Trigger Event”3(c), the Escrow Agent will liquidate all Escrowed Property then held by it within one Business Day after it receives notice of such court determination or on the Business Day after the Conditions Precedent Date, as the case may be, and will release to the Paying Agent for payment to the holders of the Securities an amount of Escrowed Property sufficient to pay the Default Amount. The Escrow Agent will release all remaining Escrowed Property in excess of such Default Amount to the Company. If the Escrow Agent receives a notice that an Escrow Redemption is to occur, this Section 3(d) and Section 3(c) Issuers shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of no further effect and all Escrowed Property then held by the Escrow Agent shall be released in accordance with Section 3(b)UCC termination statements.

Release of Escrowed Property. (a) If at any time on or prior to the Conditions Precedent Escrow End Date, the Escrow Agent receives and the Escrow Administrative Agent receive a Release Request from the Issuer that includes the following (i) as of the Release DateRequest, no Event of Default under later than 1 p.m. Eastern Time on the Indenture Business Day prior to such release, then, unless the Escrow Administrative Agent has occurred notified the Escrow Agent and the Escrow Borrower in writing that it has concluded that the Escrow Borrower is continuing; (ii) not entitled to provide such Release Request, the Company has received approval from the applicable gaming authorities for the offering of the Securities; (iii) the CEOC Assumption has been consummated; and (iv) concurrently with the Escrow Agent will release of the Escrowed Property then held by it to or for the Company (account or at the “Release”): (A) the Assumption Documents will have been executed and delivered by all parties thereto; (B) direction of the Escrow Funds will be used to pay the fees Borrower, in each case in an amount and expenses related to the issuance and sale of the Securities (including the Deferred Discount (as defined in the Purchase Agreement) and the out of pocket expenses of the Initial Purchasers payable by the Issuers pursuant to the terms of the Purchase Agreement, if any), as set forth in a written direction to the Escrow Agent substantially as set forth in Annex Isuch Release Request. (b) If the Escrow End Date occurs, the Escrow Agent will release to the Escrow Administrative Agent all Escrowed Property then held by it on the Escrow End Date pursuant to the written direction to the Escrow Agent provided by the Escrow Administrative Agent. (c) If the Administrative Agent delivers a written notice to the Escrow Agent that the Term G Loans have become immediately due and owing pursuant to Section 8 of the Escrow Credit Agreement, the Escrow Agent will release all Escrowed Property then held by it to or for the account of the Issuer, upon presentation of a Release Request no later than 3 p.m. Eastern on the business day prior to such Release. (b) If the Escrow Administrative Agent receives a written notice from the Issuer or the Trustee substantially in the form of Annex II that the conditions specified in 3(a) will not be satisfied and/or that the Escrow Redemption is to occur, which notice shall state the Escrow Redemption Date and the Escrow Redemption Price, the Escrow Agent will on or before the within one Business Day prior to the Escrow Redemption Date release to the Paying Agent an amount of Escrowed Property in cash equal to the Escrow Redemption Price specified in receiving such notice from the Issuer or the Trustee. Concurrently with such release to the Paying Agent, the Escrow Agent shall release any excess of Escrowed Property over the Escrow Redemption Price to the Company. (c) Notwithstanding paragraphs 3(a) and (b) above, if the Escrow Agent receives a notice from the Trustee or the Issuer or otherwise has actual knowledge that a Default has occurred and is continuing, the Escrow Agent will not release any Escrowed Property to the Issuer unless and until the Escrow Agent receives a notice from the Trustee that such Default is not continuingnotice. (d) If the Escrow Administrative Agent receives delivers a notice from the Trustee that the principal of and accrued interest on the Securities (the “Default Amount”) has become immediately due and payable pursuant to Section 6.02 of the Indenture (an “Acceleration Event”) and either (i) a court of competent jurisdiction by final and nonappealable judgment determines that the acceleration of the Securities was appropriate as a result of a bona fide Event of Default under the Indenture or (ii) such acceleration is not rescinded on or prior Partial Prepayment Notice to the Conditions Precedent Date (either such event, a “Remedies Trigger Event”)Escrow Agent, the Escrow Agent will liquidate all Escrowed release the amount of Escrow Property then held by it equal to the amount set forth in such Partial Prepayment Notice within one Business Day after it receives notice of receiving such court determination notice. (e) The Escrow Administrative Agent agrees to promptly execute and deliver or on cause to be executed and delivered any instruments, documents and agreements and to promptly take all additional steps reasonably requested by the Escrow Borrower to evidence and/or confirm the release of the Collateral pursuant to the foregoing clause (a) or (b) of this Section 3, including authorizing filing of one or more UCC amendments or termination statements in such jurisdictions and filing offices as are reasonably necessary or advisable (as determined by the Escrow Borrower) in order to terminate the applicable security interest granted herein. In connection with any release pursuant to this Section 3(e), the Escrow Borrower shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of UCC amendments or termination statements. (f) The Escrow Administrative Agent agrees that, at least one Business Day after the Conditions Precedent prior to each Interest Payment Date, as the case may be, and will release it shall deliver to the Paying Agent for payment to the holders of the Securities an amount of Escrowed Property sufficient to pay the Default Amount. The Escrow Agent will release all remaining Escrowed Property in excess of such Default Amount to the Company. If the Escrow Agent receives and the Escrow Borrower a notice that an statement as to the amount of accrued but unpaid interest due on such Interest Payment Date under the Escrow Redemption is to occurCredit Agreement for the applicable Interest Period in respect of the Term G Loans, this Section 3(d) and Section 3(c) shall be of no further effect and all Escrowed Property then held by the Escrow Agent shall be released transfer to the Escrow Administrative Agent, to the account set forth on Schedule A hereto, an amount of funds, no later than 1 p.m. Eastern Time on such Interest Payment Date, that is equal to the amount reflected in accordance with Section 3(b)such statement.

Release of Escrowed Property. (a) If at any time on or prior to the Conditions Precedent DateDuke Midwest Assets Acquisition Deadline, Finance I delivers to the Escrow Agent receives a Release Request from the Issuer that includes the following (i) as of the Release Date, no Event of Default and each Trustee under the Indenture has occurred and is continuing; Finance I Indentures an Officer’s Certificate substantially in the form set forth in Annex I hereto (iia “Finance I Release Request”) the Company has received approval from the applicable gaming authorities for the offering of the Securities; (iii) the CEOC Assumption has been consummated; and (iv) certifying that, prior to or concurrently with the release of the Escrowed Property to from the Company Finance I Escrow Accounts (the “Finance I Release”): ) the following conditions (the “Duke Acquisition Escrow Conditions”) shall have been satisfied: (i) the Duke Midwest Assets Acquisition shall have been, or concurrently with the Finance I Release will be, consummated substantially in accordance with the terms and conditions of the Duke Midwest Purchase Agreement, as amended or modified from time to time in accordance with its terms, and the Duke Midwest Purchase Agreement shall not have been amended or modified and no waivers or consents shall have been granted thereunder, in each case after the Issue Date in a manner materially adverse to the holders of the Finance I Notes; (ii) all amounts in the Finance I Escrow Accounts will be applied in connection with the Duke Midwest Assets Acquisition in the manner described under the caption “Use of Proceeds” in the Offering Memorandum; (iii) no Default or Event of Default shall have occurred and be continuing under any of the Finance I Indentures; and (iv) (A) Finance I shall have been, or substantially simultaneously with the Assumption Documents will Finance I Release shall be, merged with and into the Company and the Company shall have been executed assumed, or contemporaneously with the Finance I Release shall assume, by supplemental indenture or joinder, as applicable, all of the obligations of Finance I under the Finance I Notes, the Finance I Indentures and delivered by all parties thereto; the Registration Rights Agreement (the “Finance I Merger”) and (B) the Escrow Funds will be used to pay Subsidiary Guarantors shall have become, or substantially simultaneously with the fees and expenses related Finance I Release shall become, by supplemental indentures or joinders (in each case, substantially in the form attached to the issuance and sale of the Securities (including the Deferred Discount (as defined in the Purchase Agreement) Finance I Indentures and the out of pocket expenses of the Initial Purchasers payable by the Issuers pursuant to the terms of the Purchase Registration Rights Agreement, if any), as applicable, effective upon the Duke Midwest Escrow Release Date and consummation of the Duke Midwest Assets Acquisition, guarantors of the Finance I Notes and the Finance I Indentures and parties to the Registration Rights Agreement; the Escrow Agent shall release all of the Escrowed Property held by it in the Finance I Escrow Accounts to or as directed by Finance I (the date of such release, the “Duke Midwest Escrow Release Date”), by wire transfer of immediately available funds in accordance with the instructions set forth in a written direction to the Escrow Agent substantially as set forth in Annex I, the Escrow Agent will release all Escrowed Property then held by it to or for the account of the Issuer, upon presentation of a Finance I Release Request no later than 3 12:00 p.m. Eastern (New York City time) on the business day prior to Business Day immediately following the date such ReleaseFinance I Release Request is delivered. (b) If If: (i) at 5:00 p.m. (New York City time) on the Escrow Agent receives a written notice from the Issuer or the Trustee substantially in the form of Annex II that the conditions specified in 3(a) will not be satisfied and/or that the Escrow Redemption is to occur, which notice shall state the Escrow Redemption Date and the Escrow Redemption PriceDuke Midwest Assets Acquisition Deadline, the Escrow Agent will on or before the Business Day prior to the Escrow Redemption Date release to the Paying Agent an amount of Escrowed Property in cash equal to the Escrow Redemption Price specified in such notice from the Issuer or the Trustee. Concurrently with such release to the Paying Agent, the Escrow Agent shall release any excess of Escrowed Property over the Escrow Redemption Price to the Company. (c) Notwithstanding paragraphs 3(a) and (b) above, if the Escrow Agent receives has not received a notice from the Trustee or the Issuer or otherwise has actual knowledge that a Default has occurred and is continuing, the Escrow Agent will not release any Escrowed Property to the Issuer unless and until the Escrow Agent receives a notice from the Trustee that such Default is not continuing. (d) If the Escrow Agent receives a notice from the Trustee Finance I Release Request certifying that the principal of and accrued interest on the Securities (the “Default Amount”) has become immediately due and payable pursuant to Section 6.02 of the Indenture (an “Acceleration Event”) and either (i) a court of competent jurisdiction by final and nonappealable judgment determines that the acceleration of the Securities was appropriate as a result of a bona fide Event of Default under the Indenture or (ii) such acceleration is not rescinded Duke Midwest Assets Acquisition Escrow Conditions have been satisfied on or prior to the Conditions Precedent Date Duke Midwest Assets Acquisition Deadline; or (either such event, a “Remedies Trigger Event”), ii) Finance I notifies the Escrow Agent and the Trustees in writing substantially in the form set forth in Annex II hereto that (A) Finance I has determined that the Duke Midwest Assets Acquisition will not be consummated on or before the Duke Midwest Assets Acquisition Deadline or (B) the Duke Purchase Agreement has been terminated; the Escrow Agent, without the requirement of notice or action by Finance I, any applicable Trustee or any other person or entity, shall, within one Business Day, liquidate all Escrowed Property then held by it in the Finance I Escrow Accounts and release all amounts to each applicable Trustee by wire transfer or internal transfer of immediately available funds (in accordance with the instructions set forth in Schedule A of Annex II hereto) for the benefit of the holders of the applicable Finance I Notes relating to each such Finance I Escrow Account. (c) If on the date that is five Business Days prior to the last Business Day of any calendar month prior to the Duke Midwest Escrow Release Date (beginning with November 20, 2014), the funds in a Finance I Escrow Account (as calculated by Finance I) would not be sufficient to fund a Duke Midwest Special Mandatory Redemption (as defined in the Indenture governing the applicable Finance I Notes) with respect to the applicable Finance I Notes if such redemption were to occur on the last Business Day of the following month (the “Duke Required Amount”), Finance I shall provide the Escrow Agent and the applicable Trustee with an Officer’s Certificate substantially in the form set forth in Annex III hereto certifying the same. Upon receipt of such Officer’s Certificate, the Escrow Agent, without the requirement of notice to or action by Finance I, the applicable Trustee or any other person or entity, shall, within one Business Day after it receives notice Day, liquidate all property in such Finance I Escrow Account and release all amounts in such Finance I Escrow Account to the applicable Trustee (by wire transfer or internal transfer of immediately available funds (in accordance with the instructions set forth in Schedule A of Annex II hereto)) for the benefit of the holders of the applicable Finance I Notes relating to such court determination Finance I Escrow Account. (d) If at any time on or on prior to the Business Day EquiPower Acquisition Deadline, Finance II delivers to the Escrow Agent and each Trustee under the Finance II Indentures an Officer’s Certificate substantially in the form set forth in Annex IV hereto (a “Finance II Release Request”) certifying that, prior to or concurrently with the release of the Escrowed Property from the Finance II Escrow Accounts (the “Finance II Release”) the following conditions (the “EquiPower Escrow Conditions”) shall have been satisfied: (i) the EquiPower Acquisition shall have been, or concurrently with the Finance II Release will be, consummated substantially in accordance with the terms and conditions of the EquiPower Purchase Agreement, as amended or modified from time to time in accordance with its terms, and the EquiPower Purchase Agreement shall not have been amended or modified and no waivers or consents shall have been granted thereunder, in each case after the Conditions Precedent Date, as the case may be, and will release to the Paying Agent for payment Issue Date in a manner materially adverse to the holders of the Securities an amount Finance II Notes; (ii) all amounts in the Finance II Escrow Accounts will be applied in connection with the EquiPower Acquisition in the manner described under the caption “Use of Escrowed Property sufficient to pay Proceeds” in the Offering Memorandum; (iii) no Default Amount. The Escrow Agent will release or Event of Default shall have occurred and be continuing under any of the Finance II Indentures; and (iv) (a) Finance II shall have been, or substantially simultaneously with the Finance II Release shall be, merged with and into Dynegy and Dynegy shall have assumed, or contemporaneously with the Finance II Release shall assume, by supplemental indenture or joinder, as applicable, all remaining Escrowed Property of the obligations of Finance II under the Finance II Notes, the Finance II Indentures and the Registration Rights Agreement (the “Finance II Merger”) and (b) the Subsidiary Guarantors shall have become, or substantially simultaneously with the Finance II Release shall become, by supplemental indentures or joinders (in excess of such Default Amount each case, substantially in the form attached to the Company. If Finance II Indentures and the Registration Rights Agreement), as applicable, effective upon the EquiPower Escrow Release Date and consummation of the EquiPower Acquisition, guarantors of the Finance II Notes and the Finance II Indentures and parties to the Registration Rights Agreement; the Escrow Agent receives shall release all of the Escrowed Property held by it in the Finance II Escrow Accounts to or as directed by Finance II (the date of such release, the “EquiPower Escrow Release Date”), by wire transfer of immediately available funds in accordance with the instructions set forth in the Finance II Release Request no later than 12:00 p.m. (New York City time) on the Business Day immediately following the date such Finance II Release Request is delivered. (e) If: (i) at 5:00 p.m. (New York City time) on the EquiPower Acquisition Deadline, the Escrow Agent has not received a Finance II Release Request certifying that the EquiPower Acquisition Escrow Conditions have been satisfied on or prior to the EquiPower Acquisition Deadline; or (ii) Finance II notifies the Escrow Agent and the Trustees in writing substantially in the form set forth in Annex V hereto that (A) Finance II has determined that the EquiPower Acquisition will not be consummated on or before the EquiPower Acquisition Deadline or (B) the EquiPower Purchase Agreement has been terminated; the Escrow Agent, without the requirement of notice that an Escrow Redemption is to occuror action by Finance II, this Section 3(d) and Section 3(c) shall be of no further effect and any applicable Trustee or any other person or entity, shall, within one Business Day, liquidate all Escrowed Property then held by it in the Finance II Escrow Accounts and release all amounts to each applicable Trustee by wire transfer of immediately available funds for the benefit of the holders of the applicable Finance II Notes relating to each such Finance II Escrow Account. (f) If on the date that is five Business Days prior to the last Business Day of any calendar month prior to the EquiPower Escrow Release Date (beginning with November 20, 2014), the funds in a Finance II Escrow Account (as calculated by Finance II) would not be sufficient to fund an EquiPower Special Mandatory Redemption (as defined in the Indenture governing the applicable Finance II Notes) with respect to the applicable Notes if such redemption were to occur on the last Business Day of the following month (the “EquiPower Required Amount” and, together with the Duke Required Amount, the “Required Amount”), Finance II shall provide the Escrow Agent and the applicable Trustee with an Officer’s Certificate substantially in the form set forth in Annex VI hereto certifying the same. Upon receipt of such Officer’s Certificate, the Escrow Agent, without the requirement of notice to or action by Finance II, the applicable Trustee or any other person or entity, shall, within one Business Day, liquidate all property in such Finance II Escrow Account and release all amounts in such Finance II Escrow Account to the applicable Trustee for the benefit of the holders of the applicable Finance II Notes relating to such Finance I Escrow Account. (g) If at any time the Escrowed Property in any Escrow Account has an aggregate value in excess of the Required Amount, the Escrow Agent, upon receipt of an Officer’s Certificate from the applicable Issuer certifying as to such event and specifying the amount of such excess shall cause the release of such excess to or for the account of the applicable Issuer by wire transfer of immediately available funds in accordance with the instructions set forth in such Officer’s Certificate. (h) Prior to the release of funds in an Escrow Account pursuant to Sections 3(a) through 3(f), amounts of the Escrowed Property shall from time to time be withdrawn from the Escrow Accounts, upon the written request of the Issuers, for application to interest or other amounts then due and payable pursuant to the applicable Indenture. Upon receipt of an Officer’s Certificate from Finance I with respect to the Finance I Notes or from Finance II with respect to the Finance II Notes certifying that an interest payment is due on the applicable Notes, the Escrow Agent shall be released liquidate (in the manner directed) an amount of the applicable Escrowed Property from the applicable Escrow Accounts sufficient to pay the interest becoming due on the applicable Notes (as calculated by the Issuers in accordance with Section 3(b)the terms of the applicable Indenture) and release such cash amount to the applicable Trustee for payment of such interest on the applicable Notes no later than 10:00 a.m. (New York City time) on the Business Day immediately following receipt of such Officer’s Certificate. (i) The Issuers undertake to use their commercially reasonable efforts to notify the Escrow Agent at least three Business Days prior thereto of any expected release of Escrowed Property, but failure to do so shall not have any effect on the obligations of the Escrow Agent under this Agreement.

Release of Escrowed Property. (a) If at any time on or prior to the Conditions Precedent Date, the Escrow Agent receives a Release Request from the Issuer that includes Issuers certifying that, prior to or concurrently with the following Release, (i) the Escrow Conditions (as of defined in the Release Date, no Event of Default under the Indenture has occurred Indenture) have been satisfied and is continuing; (ii) the Company has received approval from the applicable gaming authorities for the offering of the Securities; (iii) the CEOC Assumption has been consummated; and (iv) concurrently with the release of the Escrowed Property to or as directed by the Company (the “Release”): (A) the Assumption Release Documents will have been executed and delivered by all parties thereto; (B) the Escrow Funds will be used to pay the fees and expenses related to the issuance and sale of the Securities (including the Deferred Discount (as defined in the Purchase Agreement) and the out of out-of-pocket expenses of the Initial Purchasers payable by the Issuers pursuant to the terms of the Purchase Agreement, if any), as set forth in a written direction to the Escrow Agent substantially as set forth in Annex I, the Escrow Agent will release all Escrowed Property then held by it to or for the account of the IssuerIssuers, upon presentation of a Release Request no later than 3 p.m. 11 a.m. Eastern on the business day Business Day prior to such Release. (b) If the Escrow Agent receives a written notice from the Issuer Issuers, or the Trustee pursuant to Section 6(e), substantially in the form of Annex II that the conditions specified in 3(a) will not be satisfied and/or that the Escrow Redemption is to occur, which notice shall state the Escrow Redemption Date and the Escrow Redemption Price, the Escrow Agent will will, on or before the Business Day prior to the Escrow Redemption Date Date, release to the Paying Agent an amount of Escrowed Property in cash equal to the Escrow Redemption Price specified in such notice from the Issuer Issuers or the Trustee. Concurrently with such release to the Paying Agent, the Escrow Agent shall release any excess of Escrowed Property over the Escrow Redemption Price to the CompanyIssuers. (c) Notwithstanding paragraphs 3(aSubject in all cases to the rights, duties and protections of the Trustee under the Indenture, the Trustee agrees to promptly execute and deliver or cause to be executed and delivered any instruments, documents and agreements and to promptly take all additional steps reasonably requested by the Issuers to evidence and/or confirm the release of the Collateral pursuant to the foregoing clause (a) and or (b) aboveof this Section 3, if including authorizing filing of one or more UCC termination statements in such jurisdictions and filing offices as are reasonably necessary or advisable (as determined by the Escrow Agent receives a notice from Company) in order to terminate the Trustee or the Issuer or otherwise has actual knowledge that a Default has occurred and is continuingsecurity interest granted herein. In connection with any release pursuant to this Section 3(c), the Escrow Agent will not Issuers shall be permitted to take any action in connection therewith consistent with such release any Escrowed Property to including, without limitation, the Issuer unless and until the Escrow Agent receives a notice from the Trustee that such Default is not continuingfiling of UCC termination statements. (d) If Any payments of interest income from the Escrow Account shall be subject to withholding regulations then in force with respect to United States taxes. The Company will provide the Escrow Agent receives a notice from the Trustee with appropriate W-9 forms for tax identification number certifications, or W-8 forms for non-resident alien certifications. It is understood that the principal of and accrued interest on the Securities (the “Default Amount”) has become immediately due and payable pursuant to Section 6.02 of the Indenture (an “Acceleration Event”) and either (i) a court of competent jurisdiction by final and nonappealable judgment determines that the acceleration of the Securities was appropriate as a result of a bona fide Event of Default under the Indenture or (ii) such acceleration is not rescinded on or prior to the Conditions Precedent Date (either such event, a “Remedies Trigger Event”), the Escrow Agent will liquidate all Escrowed Property then held by it within one Business Day after it receives notice of such court determination or on the Business Day after the Conditions Precedent Date, as the case may be, and will release to the Paying Agent for payment to the holders of the Securities an amount of Escrowed Property sufficient to pay the Default Amount. The Escrow Agent will release all remaining Escrowed Property in excess of such Default Amount to the Company. If the Escrow Agent receives a notice that an Escrow Redemption is to occur, this Section 3(d) and Section 3(c) shall be of no further effect and all Escrowed Property then held by the Escrow Agent shall only be released in accordance responsible for income reporting with Section 3(b)respect to interest income earned on the Escrowed Property and will not be responsible for any other reporting.

Release of Escrowed Property. (a) If at any time on or prior to the Conditions Precedent Date, the Escrow Agent receives a Release Request from the Issuer that includes the following (collectively, the “Escrow Conditions”) (i) (A) that an amendment to the Credit Agreement, on substantially the same terms as of described in the Release Date, no Event of Default Offering Circular under “Offering Circular Summary—Credit Agreement Amendment” (the Indenture “Credit Agreement Amendment”) has occurred been executed and is continuingdelivered by the parties thereto and become effective or (B) that the ABL Facility (as defined in the Indenture) on substantially the same terms described in the Offering Circular under “Offering Circular Summary—Recent Developments” has been executed and delivered by the parties thereto and become effective; (ii) the Company has received approval from the applicable gaming authorities for the offering of the Securities; (iii) the CEOC Assumption has been consummated; and (iv) concurrently with the release of the Escrowed Property to the Company (the “Release”): ), the Company will purchase all the Old Second Lien Notes (as defined in the Indenture) and/or deliver a notice of redemption in respect of all Old Second Lien Notes outstanding on date of the Release and discharge the Old Second Lien Notes; (iii) the MPM Assumption has been consummated; and (iv) concurrently with the Release: (A) the Assumption Documents will have been executed and delivered by all parties theretothereto and all opinions and certificates required under the Purchase Agreement and the Indenture will have been delivered to the Initial Purchasers and the Trustee, respectively; (B) the Escrow Funds will be used to pay the fees and expenses related to the issuance and sale of the Securities (including the Deferred Discount (as defined in the Purchase Agreement) and the out of pocket expenses of the Initial Purchasers payable by the Issuers pursuant to the terms of the Purchase Agreement, if any)), as set forth in a written direction to the Escrow Agent substantially as set forth in Annex I, the Escrow Agent will release all Escrowed Property then held by it to or for the account of the Issuer, upon presentation of a Release Request no later than 3 p.m. 9 a.m. Eastern Time on the business day prior to Business Day of such Release. (b) If If, no later than 9:00 a.m. on the Business Day prior to the Escrow Redemption Date, the Escrow Agent receives a written notice from the Issuer or the Trustee substantially in the form of Annex II that the conditions specified in 3(a) will not be satisfied and/or that the Escrow Redemption is to occur, which notice shall state the Escrow Redemption Date and the Escrow Redemption Price, the Escrow Agent will on or before the Business Day prior to the Escrow Redemption Date release to the Paying Agent an amount of Escrowed Property in cash equal to the Escrow Redemption Price specified in such notice from the Issuer or the Trustee. Concurrently with such release to the Paying Agent, the Escrow Agent shall out of any excess Escrowed Property, (i) first, pay the out-of-pocket expenses of the Initial Purchasers payable by the Issuers pursuant to the terms of the Purchase Agreement, (ii) second, pay the Escrow Agent any amount owed pursuant to Section 2(c) and Section 5 hereof and (iii) third, release any excess of Escrowed Property over the Escrow Redemption Price after such payments are made to the Company. (c) Notwithstanding paragraphs 3(a) and (b3(b) above, if the Escrow Agent receives a notice from the Trustee or the Issuer or otherwise has actual knowledge that a Default has occurred and is continuing, the Escrow Agent will not release any Escrowed Property to the Issuer unless and until the Escrow Agent receives a notice from the Trustee that such Default is not continuing. (d) If the Escrow Agent receives a notice from the Trustee that the principal of and accrued interest on the Securities (the “Default Amount”) has become immediately due and payable pursuant to Section 6.02 of the Indenture (an “Acceleration Event”) and either (i) a court of competent jurisdiction by final and nonappealable judgment determines that the acceleration of the Securities was appropriate as a result of a bona fide Event of Default under the Indenture or (ii) such acceleration is not rescinded on or prior to the Conditions Precedent Date (either such event, a “Remedies Trigger Event”), the Escrow Agent will liquidate all Escrowed Property then held by it within one Business Day after it receives notice of such court determination or on the Business Day after the Conditions Precedent Date, as the case may be, and will release to the Paying Agent for payment to the holders of the Securities an amount of Escrowed Property sufficient to pay the Default Amount. The Escrow Agent will release all remaining Escrowed Property in excess of such Default Amount to the Company. If the Escrow Agent receives a notice that an Escrow Redemption is to occur, this Section 3(d) and Section 3(c) shall be of no further effect and all Escrowed Property then held by the Escrow Agent shall be released in accordance with Section 3(b).

Release of Escrowed Property. (a) If at any time on or prior On the first Business Day following the fifteen-month anniversary of the Closing Date (the “Escrow Release Time”), if and to the Conditions Precedent Date, extent the dollar equivalent amount of the Escrow Agent receives a Fund (calculated in accordance with Section 1.3(a) and the Merger Agreement) exceeds the aggregate amount of Unresolved Claims, then the amount of such excess shall be paid at the Escrow Release Request Time, ratably in cash and shares of Parent Common Stock in accordance with Section 1.3(f), from the Issuer that includes Escrow Fund to the following (i) as of the Release Date, no Event of Default under the Indenture has occurred and is continuing; (ii) the Company has received approval from the applicable gaming authorities account specified by Parent for the offering of the Securities; (iii) the CEOC Assumption has been consummated; and (iv) concurrently with the release of the Escrowed Property further distribution to the Company (the “Release”): (A) the Assumption Documents will have been executed and delivered by all parties thereto; (B) the Escrow Funds will be used to pay the fees and expenses related to the issuance and sale of the Securities (including the Deferred Discount (as defined Securityholders in the Purchase Agreement) and the out of pocket expenses of the Initial Purchasers payable by the Issuers pursuant to accordance with the terms of the Purchase Merger Agreement, if any), as set forth in a written direction to the Escrow Agent substantially as set forth in Annex I, the Escrow Agent will release all Escrowed Property then held by it to or for the account of the Issuer, upon presentation of a Release Request no later than 3 p.m. Eastern on the business day prior to such Release. (b) If From and after the Escrow Agent receives Release Time until the Escrow Fund has been fully depleted pursuant to Section 1.3(f), Section 1.4(a) and this Section 1.4(b), as each Unresolved Claim becomes resolved as either a written notice Payable Claim or a claim that is not a Payable Claim, (i) if and to the extent such Unresolved Claim has been resolved as a Payable Claim, cash and shares of Parent Common Stock, ratably in accordance with Section 1.3(f), shall be paid to Parent (on behalf of the applicable Parent Indemnified Party) from the Issuer or Escrow Fund pursuant to joint written instructions of Parent and the Trustee substantially Securityholder Representative, and (ii) if and to the extent such Unresolved Claim has been resolved not as a Payable Claim, cash and shares of Parent Common Stock, ratably in accordance with Section 9.4(e)(i) of the form Merger Agreement (unless otherwise adjusted as contemplated by Section 9.4(e)(ii) of Annex II that the conditions specified in 3(a) will not Merger Agreement, and subject to the limitations on adjustment therein), shall be satisfied and/or that paid from the Escrow Redemption Fund pursuant to joint written instructions of Parent and the Securityholder Representative to the account specified by Parent for further distribution to the Company Securityholders in accordance with the terms of the Merger Agreement. (c) Whenever a distribution of shares of Escrow Stock is to occur, which notice shall state the Escrow Redemption Date and the Escrow Redemption Price, the Escrow Agent will on or before the Business Day prior to the Escrow Redemption Date release to the Paying Agent an amount of Escrowed Property in cash equal to the Escrow Redemption Price specified in such notice from the Issuer or the Trustee. Concurrently with such release to the Paying Agentbe made hereunder, the Escrow Agent shall release any excess instruct Parent’s stock transfer agent, American Stock Transfer & Trust Company, LLC (“AST”), to transfer the appropriate number of Escrowed Property over the shares of Escrow Redemption Price to the Company. (c) Notwithstanding paragraphs 3(a) and (b) above, if the Escrow Agent receives a notice from the Trustee or the Issuer or otherwise has actual knowledge that a Default has occurred and is continuingStock. For purposes of this Agreement, the Escrow Agent will not release any Escrowed Property shall be deemed to have delivered shares of Escrow Stock to the Issuer unless person entitled to such shares when the Escrow Agent has delivered to AST one or more stock certificates evidencing such shares of Escrow Stock with instructions to deliver a stock certificate in the name of the appropriate person and representing the appropriate number of shares of Parent Common Stock with a stock certificate representing the residual shares of Escrow Stock to be returned to the Escrow Agent. Following Escrow Agent’s delivery of such certificate or certificates to AST, any person entitled to such shares of Parent Common Stock shall deal directly with AST regarding delivery of such shares of Parent Common Stock. Distributions of shares of Escrow Stock shall be made to the persons entitled thereto at the respective addresses set forth on the Spreadsheet. (d) In the event of any stock split or other similar occurrence, Parent shall deliver to Escrow Agent a revised version of the Spreadsheet setting forth the new number of Escrow Shares held in the Escrow Fund. Unless and until the Escrow Agent receives a notice from the Trustee certificates representing additional shares of the Escrow Shares, the Escrow Agent may assume without inquiry that no such Default stock or other property has been or is not continuingrequired to be issued with respect to Escrow Shares. (de) If No fractional share of Escrow Stock or other securities shall be retained in or released from the Escrow Agent receives a notice from the Trustee that the principal of and accrued interest on the Securities (the “Default Amount”) has become immediately due and payable Account pursuant to Section 6.02 of this Agreement. (f) On the Indenture (an “Acceleration Event”) and either fifth Business Day following (i) a court of competent jurisdiction by final and nonappealable judgment determines that the acceleration twenty-four month anniversary of the Securities was appropriate as a result of a bona fide Event of Default under the Indenture Closing Date, or (ii) such acceleration is not rescinded on or prior the Escrow Agent’s receipt, following the WC Adjustment Date, of joint written instructions by Parent and the Securityholder Representative evidencing the final resolution of all matters covered by the EC Special Indemnity as evidenced by the receipt of written confirmation from each Governmental Entity to which a voluntary self-disclosure has been made, whichever occurs first (the Conditions Precedent Date (either such event, a “Remedies Trigger EventWC Escrow Release Time”), if and to the extent the remaining balance of the WC Escrow Agent will liquidate all Escrowed Property Fund exceeds the aggregate amount of Unresolved Claims, then held by it within one Business Day after it receives notice the amount of such court determination or on excess shall be paid at the Business Day after WC Escrow Release Time from the Conditions Precedent Date, as the case may be, and will release WC Escrow Fund to the Paying Agent account specified by Parent for payment further distribution to the holders of the Securities an amount of Escrowed Property sufficient to pay the Default Amount. The Escrow Agent will release all remaining Escrowed Property in excess of such Default Amount to the Company. If the Escrow Agent receives a notice that an Escrow Redemption is to occur, this Section 3(d) and Section 3(c) shall be of no further effect and all Escrowed Property then held by the Escrow Agent shall be released Company Securityholders in accordance with Section 3(b)the terms of the Merger Agreement.

Release of Escrowed Property. (a) If at any time on or prior to 10:00 a.m. (New York City time) on the Conditions Precedent then applicable Outside Date, the Issuers deliver to the Escrow Agent and the Trustee an Officer’s Certificate substantially in the form set forth in Annex I hereto (a “Release Request”) certifying that substantially concurrently with or, in the case of clause (i) below, promptly following, the release of the Escrowed Property from the Escrow Account (the “Release”): (i) the Issuer Capitalization (as defined in the Indenture) shall be consummated; (ii) each of the Issuers shall have merged with and into the Surviving Issuer, with the Surviving Issuer as the surviving entity, and the Surviving Issuer shall have assumed, pursuant to one or more supplemental indentures in the form attached to the Indenture, the obligations of the Issuers under the Indenture and the Notes; (iii) the Company, Parent and each of Parent’s domestic Restricted Subsidiaries (other than the Issuers or the Surviving Issuer) that guarantees any Indebtedness (as defined in the Indenture) of Parent under the Credit Agreement on such day shall have become a Guarantor with respect to the Notes pursuant to one or more supplemental indentures in the form attached to the Indenture; and (iv) the opinion of counsel contemplated by Section 3(n)(i) of the Purchase Agreement shall have been furnished to the Initial Purchasers and the Trustee (collectively, the “Escrow Conditions”), the Escrow Agent shall liquidate all Escrowed Property then held by it and shall (A) pay out of the Escrowed Property, to the Representative for the account of the Initial Purchasers, $17,500,000 (which is the Deferred Discount payable by the Issuers pursuant to Section 2(d) of the Purchase Agreement), and (B) pay all remaining Escrowed Property then held by it to or for the account of (and at the direction of) the Issuers, in each case by wire transfer of immediately available funds in accordance with the instructions set forth in Schedule A of the Release Request no later than 10:00 a.m. (New York City time) on the Business Day immediately following the date such Release Request is delivered. (b) If no later than 11:00 a.m. (New York City time) on the then applicable Outside Date, the Escrow Agent receives a Release Request from the Issuer that includes the following written notice (i) as of from the Release DateIssuers to the Escrow Agent and the Trustee, no Event of Default under to the Indenture has occurred effect that the Escrow Conditions will not be satisfied and that the Special Mandatory Redemption is continuing; to occur or (ii) the Company has received approval from the applicable gaming authorities for Trustee, in each case substantially in the offering form set forth in Annex II hereto (an “Escrow Redemption Notice”), which notice shall set forth the Special Mandatory Redemption Date and the Special Mandatory Redemption Price, then the Escrow Agent shall liquidate all Escrowed Property then held by it and pay to the Trustee, to the extent of the Securities; (iii) proceeds of such liquidated Escrowed Property, an amount in cash equal to the CEOC Assumption has been consummated; and (iv) concurrently aggregate Special Mandatory Redemption Price for all Notes specified in the Escrow Redemption Notice by wire transfer of immediately available funds in accordance with the instructions set forth in the Escrow Redemption Notice no later than noon (New York City time) on such Special Mandatory Redemption Date. Concurrently with such release to the Trustee, the Escrow Agent shall, to the extent of any excess Escrowed Property remaining after payment of the Escrowed Property Special Mandatory Redemption Price: (i) FIRST, pay to the Company (Initial Purchasers the “Release”): (A) the Assumption Documents will have been executed and delivered by all parties thereto; (B) the Escrow Funds will be used to pay the fees and expenses related to the issuance and sale of the Securities (including the Deferred Discount (as defined in the Purchase Agreement) and the out of out-of-pocket expenses of the Initial Purchasers payable by the Issuers pursuant to the terms Section 6 of the Purchase AgreementAgreement (in such amount and pursuant to such wire instructions as the Issuers shall notify the Escrow Agent in the Escrow Redemption Notice); (ii) SECOND, if any), as set forth in a written direction pay to the Escrow Agent substantially any amount owed at such time, if any, pursuant to Section 2(c) and Section 5 hereof; and (iii) THIRD, pay any remaining amount of such excess Escrowed Property, after indefeasible payment in full of all the obligations under the Indenture, to the Issuers promptly (in such amount and pursuant to such wire instructions as the Issuer shall notify the Escrow Agent in the Escrow Redemption Notice) or as a court of competent jurisdiction may direct, in each case by wire transfer of immediately available funds in accordance with the instructions and amounts set forth in Annex Ithe Escrow Redemption Notice. In the event that (A) neither a Release Request nor an Extension Election has been delivered by the Issuers pursuant to Section 3(a) prior to 10:00 a.m. (New York City time) on the applicable Outside Date and (B) an Escrow Redemption Notice has not been delivered by the Issuers pursuant to this Section 3(b) prior to 10:00 a.m. (New York City time) on the then applicable Outside Date, then the Trustee shall deliver an Escrow Redemption Notice to the Escrow Agent pursuant to this Section 3(b) prior to 11:00 a.m. (New York City time) to the effect that the Special Mandatory Redemption is to occur on the then applicable Final Escrow Redemption Date, which notice shall (1) set forth the Special Mandatory Redemption Price and (2) specify the Final Escrow Redemption Date as the Special Mandatory Redemption Date. (c) If at any time the Escrowed Property has an aggregate value in excess of the then applicable Required Escrow Amount, the Escrow Agent will Agent, upon receipt of an Officer’s Certificate from the Issuers certifying as to such event and specifying the amount in excess of such Required Escrow Amount, shall cause the release all of such excess Escrowed Property then held by it to or for the account of the IssuerIssuers, upon presentation or at their direction, by wire transfer of a Release Request no later than 3 p.m. Eastern on immediately available funds in accordance with the business day prior to instructions set forth in such ReleaseOfficer’s Certificate. (b) If the Escrow Agent receives a written notice from the Issuer or the Trustee substantially in the form of Annex II that the conditions specified in 3(a) will not be satisfied and/or that the Escrow Redemption is to occur, which notice shall state the Escrow Redemption Date and the Escrow Redemption Price, the Escrow Agent will on or before the Business Day prior to the Escrow Redemption Date release to the Paying Agent an amount of Escrowed Property in cash equal to the Escrow Redemption Price specified in such notice from the Issuer or the Trustee. Concurrently with such release to the Paying Agent, the Escrow Agent shall release any excess of Escrowed Property over the Escrow Redemption Price to the Company. (cd) Notwithstanding paragraphs 3(a), Section 3(b) and (bSection 3(c) above, but subject to paragraph 3(e) below, if the Escrow Agent receives a notice from the Trustee or the an Issuer or otherwise has actual knowledge that a Default has occurred and is continuing, the Escrow Agent will shall not release any Escrowed Property to the Issuer Issuers unless and until the Escrow Agent receives a notice from the Trustee that such Default is not continuing. (de) If Notwithstanding paragraphs 3(a), (b) and (c) above, if the Escrow Agent receives a written notice from the Trustee substantially in the form set forth in Annex III hereto (an “Acceleration Notice”) to the effect that the principal of of, and accrued interest on on, the Securities Notes (the “Default Amount”) has become immediately due and payable pursuant to Section 6.02 of the Indenture (an “Acceleration Event”) and either (i) a court of competent jurisdiction by final and nonappealable judgment determines that the acceleration of the Securities was appropriate as a result of a bona fide Event of Default under the Indenture or (ii) such acceleration is not rescinded on or prior to the Conditions Precedent Date (either such event, a “Remedies Trigger Event”)Indenture, the Escrow Agent will shall liquidate all Escrowed Property then held by it within one Business Day after it receives notice of such court determination or on the Business Day after the Conditions Precedent Date, as the case may beDay, and will shall release to the Paying Agent Trustee for payment to the holders Holders of the Securities Notes in accordance with Section 6.13 of the Indenture, to the extent of the proceeds of such liquidated Escrowed Property, an amount of Escrowed Property sufficient to pay the Default Amount. The Escrow Agent will Concurrently with such release all remaining Escrowed Property in excess of such Default Amount to the Company. If Trustee, the Escrow Agent receives a notice that an shall, out of any excess Escrowed Property: (i) FIRST, pay to the Initial Purchasers the out-of-pocket expenses of the Initial Purchasers payable by the Issuers pursuant to Section 6 of the Purchase Agreement (in such amount as the Issuers shall notify the Escrow Redemption is Agent); (ii) SECOND, pay to occur, this Section 3(d) and Section 3(c) shall be of no further effect and all Escrowed Property then held by the Escrow Agent shall be released any amount owed at such time, if any, pursuant to Section 2(c) hereof and Section 5 hereof; and (iii) THIRD, pay any remaining amount of such excess Escrowed Property to the Issuers, in each case by wire transfer of immediately available funds in accordance with Section 3(b)the instructions and amounts set forth in Schedule A to Annex III hereto.

Release of Escrowed Property. The Issuer shall only be entitled to direct the Escrow Agent to release Escrowed Property (ain which case the Escrowed Property will be paid to or as directed by the Issuer) If at any time (the “Escrow Release”) upon delivery to the Escrow Agent, on or prior to the Conditions Precedent Escrow End Date, the Escrow Agent receives a Release Request from the Issuer of an Officer’s Certificate certifying that includes the following (i) as of the Release Date, no Event of Default under the Indenture has occurred and is continuing; (ii) the Company has received approval from the applicable gaming authorities for the offering of the Securities; (iii) the CEOC Assumption has conditions have been consummated; and (iv) or substantially concurrently with the release of the Escrowed Property will be satisfied (the date of such release, the “Escrow Release Date”): (a) (i) all conditions precedent to the Company (consummation of the “Release”): (A) the Assumption Documents Acquisition will have been executed satisfied or waived in accordance with the terms of the Transaction Agreement (other than those conditions that by their terms are to be satisfied substantially concurrently with the consummation of the Acquisition, but subject to the satisfaction or waiver of such conditions) and delivered by all parties thereto; (Bii) the Escrow Funds Escrowed Property will be used to pay consummate, or in connection with the fees and expenses related financing of, the Acquisition; provided that the Transaction Agreement has not been amended, modified, consented to the issuance and sale of the Securities (including the Deferred Discount (as defined in the Purchase Agreement) and the out of pocket expenses of the Initial Purchasers payable by the Issuers pursuant to the terms of the Purchase Agreement, if any), as set forth in a written direction or waived prior to the Escrow Agent Release Date in a manner that is materially adverse to the interests of the Holders of the Notes in their capacities as such; provided, further, that no such amendment, modification, consent or waiver shall be deemed materially adverse to the interests of the Holders of the Notes in their capacities as such, if borrowings under the Senior Secured Credit Facilities are made prior to or substantially as set forth in Annex I, concurrently with the release of the funds from the Escrow Agent will release all Escrowed Property then held by it to or for the account of the Issuer, upon presentation of a Release Request no later than 3 p.m. Eastern on the business day prior to such Release.Account; (b) If all conditions precedent to the effectiveness of, and borrowings under, the Senior Secured Credit Facilities (other than the release of the Escrowed Property) have been satisfied or waived, and prior to or substantially concurrently with the release of the funds from the Escrow Agent receives a written notice from Accounts, the borrowings under the Senior Secured Credit Facilities to be drawn in connection with the Acquisition will be available to the Issuer or the Trustee substantially in the form of Annex II that the conditions specified in 3(a) will not be satisfied and/or that on the Escrow Redemption is to occur, which notice shall state the Escrow Redemption Date and the Escrow Redemption Price, the Escrow Agent will on or before the Business Day prior to the Escrow Redemption Date release to the Paying Agent an amount of Escrowed Property in cash equal to the Escrow Redemption Price specified in such notice from the Issuer or the Trustee. Concurrently with such release to the Paying Agent, the Escrow Agent shall release any excess of Escrowed Property over the Escrow Redemption Price to the Company.Release Date; and (c) Notwithstanding paragraphs 3(a) and (b) abovethe Guarantors shall, if by supplemental indenture or joinder, as applicable, effective upon the Escrow Agent receives a notice from the Trustee or the Issuer or otherwise has actual knowledge that a Default has occurred and is continuing, the Escrow Agent will not release any Escrowed Property to the Issuer unless and until the Escrow Agent receives a notice from the Trustee that such Default is not continuing. (d) If the Escrow Agent receives a notice from the Trustee that the principal of and accrued interest on the Securities (the “Default Amount”) has become immediately due and payable pursuant to Section 6.02 of the Indenture (an “Acceleration Event”) and either (i) a court of competent jurisdiction by final and nonappealable judgment determines that the acceleration of the Securities was appropriate as a result of a bona fide Event of Default under the Indenture or (ii) such acceleration is not rescinded on or prior to the Conditions Precedent Date (either such event, a “Remedies Trigger Event”), the Escrow Agent will liquidate all Escrowed Property then held by it within one Business Day after it receives notice of such court determination or on the Business Day after the Conditions Precedent Release Date, as the case may be, and will release become parties to the Paying Agent for payment to the holders of the Securities an amount of Escrowed Property sufficient to pay the Default Amountthis Indenture. The Escrow Agent will release all remaining Escrowed Property in excess of such Default Amount to the Company. If the Escrow Agent receives a notice that an Escrow Redemption is to occur, this Section 3(d) and Section 3(c) Release shall be of no further effect and all Escrowed Property then held occur promptly upon receipt by the Escrow Agent of an Officer’s Certificate certifying to the foregoing. Upon the occurrence of the Escrow Release, the Escrow Accounts shall be released reduced to zero and the Escrowed Property and interest (if any) thereon shall be paid out in accordance with Section 3(b)the Escrow Agreement.

Release of Escrowed Property. (a) If at any time on or prior to the Conditions Precedent Date, the Escrow Agent receives a Release Request from the Issuer that includes the following (i) as of the Release Date, no Event of Default under the Indenture has occurred and is continuing; (ii) the Bank Amendment has been fully executed and delivered; (iii) the Company has received approval from the applicable gaming authorities for the offering of the SecuritiesSecurities and the Bank Amendment; (iiiiv) the CEOC Assumption has been consummated; and (iv) concurrently with the release of the Escrowed Property to the Company (the “Release”): (A) the Assumption Documents will have been executed and delivered by all parties thereto; (B) the Escrow Funds will be used to repay a portion of the outstanding borrowings under the Senior Secured Credit Facilities, pay the fees and expenses related to the issuance and sale of the Securities (including the Deferred Discount (as defined in the Purchase Agreement) and the out of pocket expenses of the Initial Purchasers payable by the Issuers pursuant to the terms of the Purchase Agreement, if any), ) and for other general corporate purposes as set forth in a written direction to the Escrow Agent substantially as set forth in Annex II contemplated in the Offering Memorandum, the Escrow Agent will release all Escrowed Property then held by it to or for the account of the Issuer, upon presentation of a Release Request no later than 3 p.m. Eastern on the business day prior to such Release. (b) If the Escrow Agent receives a written notice from the Issuer or the Trustee substantially in the form of Annex II that the conditions specified in 3(a) will not be satisfied and/or that the Escrow Redemption is to occur, which notice shall state the Escrow Redemption Date and the Escrow Redemption Price, the Escrow Agent will on or before the Business Day prior to the Escrow Redemption Date release to the Paying Agent an amount of Escrowed Property in cash equal to the Escrow Redemption Price specified in such notice from the Issuer or the Trustee. Concurrently with such release to the Paying Agent, the Escrow Agent shall release any excess of Escrowed Property over the Escrow Redemption Price to the Company. (c) Notwithstanding paragraphs 3(a) and (b) above, if the Escrow Agent receives a notice from the Trustee or the Issuer or otherwise has actual knowledge that a Default has occurred and is continuing, the Escrow Agent will not release any Escrowed Property to the Issuer unless and until the Escrow Agent receives a notice from the Trustee that such Default is not continuing. (d) If the Escrow Agent receives a notice from the Trustee that the principal of and accrued interest on the Securities (the “Default Amount”) has become immediately due and payable pursuant to Section 6.02 of the Indenture (an “Acceleration Event”) and either (i) a court of competent jurisdiction by final and nonappealable judgment determines that the acceleration of the Securities was appropriate as a result of a bona fide Event of Default under the Indenture or (ii) such acceleration is not rescinded on or prior to the Conditions Precedent Date (either such event, a “Remedies Trigger Event”), the Escrow Agent will liquidate all Escrowed Property then held by it within one Business Day after it receives notice of such court determination or on the Business Day after the Conditions Precedent Date, as the case may be, and will release to the Paying Agent for payment to the holders of the Securities an amount of Escrowed Property sufficient to pay the Default Amount. The Escrow Agent will release all remaining Escrowed Property in excess of such Default Amount to the Company. If the Escrow Agent receives a notice that an Escrow Redemption is to occur, this Section 3(d) and Section 3(c) shall be of no further effect and all Escrowed Property then held by the Escrow Agent shall be released in accordance with Section 3(b).

Release of Escrowed Property. (a) If at any time on or prior to the Conditions Precedent Dateoccurrence of a Special Mandatory Redemption Event, the Escrow Agent receives a Release Request from the Issuer that includes the following (i) as of the Release DateEscrow Issuer, no Event of Default under later than 1 p.m. Eastern Time on the Indenture has occurred and is continuing; Business Day prior to the Escrow Release Date (iiwhich shall be a Business Day) specified in such Release Request, the Company has received approval from the applicable gaming authorities for the offering of the Securities; (iii) the CEOC Assumption has been consummated; and (iv) concurrently with the Escrow Agent will release of the Escrowed Property then held by it to or for the Company (account or at the “Release”): (A) the Assumption Documents will have been executed and delivered by all parties thereto; (B) direction of the Escrow Funds will be used to pay the fees Issuer, in each case in an amount and expenses related to the issuance and sale of the Securities (including the Deferred Discount (as defined in the Purchase Agreement) and the out of pocket expenses of the Initial Purchasers payable by the Issuers pursuant to the terms of the Purchase Agreement, if any), as set forth in a written direction to the Escrow Agent substantially as set forth in such Release Request. (b) Upon the occurrence of a Special Mandatory Redemption Event, the Escrow Agent shall, without the requirement of notice to or action by the Escrow Issuer, the Trustee or any other Person, release and deliver the Escrowed Property then held by it to or for the account of the Trustee pursuant to the wire instructions provided on Annex III hereto, as such Annex II may be amended from time to time in accordance with Section 9(e) hereto, not later than 11:00 a.m. Eastern Time on the Special Mandatory Redemption Date. (c) If the Trustee delivers a written notice (substantially in the form of Annex III attached hereto) to the Escrow Agent that the Notes have become immediately due and payable pursuant to Section 6.01 of the Indenture, the Escrow Agent will release all Escrowed Property then held by it to or for the account or at the direction of the IssuerTrustee within one Business Day of receiving such notice, upon presentation of a Release Request no later than 3 p.m. Eastern on in each case in an amount and pursuant to the business day prior written direction to the Escrow Agent as set forth in such Releasenotice. (bd) If The Trustee agrees to promptly execute and deliver or cause to be executed and delivered any instruments, documents and agreements which may be provided to it, and to promptly take all additional steps which may be reasonably requested by the Escrow Issuer to evidence and/or confirm the release of the Collateral pursuant to this Section 3, including authorizing the filing of one or more UCC amendments or termination statements in such jurisdictions and filing offices as are reasonably necessary or advisable (as determined by the Escrow Issuer) in order to terminate the applicable security interest granted herein. In connection with any release pursuant to this Section 3(d), the Escrow Issuer shall be permitted to take any action in connection therewith necessary and consistent with such release including, without limitation, the filing of UCC amendments or termination statements. (e) The Trustee agrees that, at least one Business Day prior to each Interest Payment Date during the term of this Agreement, it shall deliver to the Escrow Agent receives and the Escrow Issuer a written notice from the Issuer or the Trustee (substantially in the form of Annex II that the conditions specified in 3(aIV attached hereto) will not be satisfied and/or that the Escrow Redemption is to occur, which notice shall state the Escrow Redemption Date and the Escrow Redemption Price, the Escrow Agent will on or before the Business Day prior as to the Escrow Redemption Date release to the Paying Agent an amount of Escrowed Property in cash equal to accrued but unpaid interest on the Escrow Redemption Price specified in Notes due on such notice from the Issuer or the Trustee. Concurrently with such release to the Paying AgentInterest Payment Date, and the Escrow Agent shall release any excess of Escrowed Property over the Escrow Redemption Price transfer to the Company. (c) Notwithstanding paragraphs 3(a) and (b) aboveTrustee, if the Escrow Agent receives a notice from the Trustee or the Issuer or otherwise has actual knowledge that a Default has occurred and is continuing, the Escrow Agent will not release any Escrowed Property to the Issuer unless and until the Escrow Agent receives a notice from the Trustee that no later than 11:00 a.m. Eastern Time on such Default is not continuing. (d) If the Escrow Agent receives a notice from the Trustee that the principal of and accrued interest on the Securities (the “Default Amount”) has become immediately due and payable pursuant to Section 6.02 of the Indenture (an “Acceleration Event”) and either (i) a court of competent jurisdiction by final and nonappealable judgment determines that the acceleration of the Securities was appropriate as a result of a bona fide Event of Default under the Indenture or (ii) such acceleration is not rescinded on or prior to the Conditions Precedent Date (either such event, a “Remedies Trigger Event”), the Escrow Agent will liquidate all Escrowed Property then held by it within one Business Day after it receives notice of such court determination or on the Business Day after the Conditions Precedent Interest Payment Date, as the case may be, and will release to the Paying Agent for payment to the holders of the Securities funds in an amount of Escrowed Property sufficient to pay the Default Amount. The Escrow Agent will release all remaining Escrowed Property as set forth in excess of such Default Amount to the Company. If the Escrow Agent receives a notice that an Escrow Redemption is to occur, this Section 3(d) and Section 3(c) shall be of no further effect and all Escrowed Property then held by the Escrow Agent shall be released in accordance with Section 3(b)written notice.

Release of Escrowed Property. (a) If at any time on or prior to the Conditions Precedent Date, the Escrow Agent receives a Release Request from the Issuer that includes the following (collectively, the “Escrow Conditions”) (i) (A) that an amendment to the Credit Agreement, on substantially the same terms as of described in the Release Date, no Event of Default Offering Circular under “Offering Circular Summary—Credit Agreement Amendment” (the Indenture “Credit Agreement Amendment”) has occurred been executed and is continuingdelivered by the parties thereto and become effective or (B) that the ABL Facility (as defined in the Indenture) on substantially the same terms described in the Offering Circular under “Offering Circular Summary—Recent Developments” has been executed and delivered by the parties thereto and become effective; (ii) the Company has received approval from the applicable gaming authorities for the offering of the Securities; (iii) the CEOC Assumption has been consummated; and (iv) concurrently with the release of the Escrowed Property to the Company (the “Release”): ), the Company will purchase all the Old Second Lien Notes (as defined in the Indenture) and/or deliver a notice of redemption in respect of all Old Second Lien Notes outstanding on date of the Release and discharge the Old Second Lien Notes; (iii) the MPM Assumption has been consummated; and (iv) concurrently with the Release: (A) the Assumption Documents will have been executed and delivered by all parties theretothereto and all opinions and certificates required under the Purchase Agreement and the Indenture will have been delivered to the Initial Purchasers and the Trustee, respectively; (B) the Escrow Funds will be used to pay the fees and expenses related to the issuance and sale of the Securities (including the Deferred Discount (as defined in the Purchase Agreement) and the out of pocket expenses of the Initial Purchasers payable by the Issuers pursuant to the terms of the Purchase Agreement, if any)), as set forth in a written direction to the Escrow Agent substantially as set forth in Annex I, the Escrow Agent will release all Escrowed Property then held by it to or for the account of the Issuer, upon presentation of a Release Request no later than 3 p.m. 9 a.m. Eastern on the business day prior to such Release. (b) If the Escrow Agent receives a written notice from the Issuer or the Trustee substantially in the form of Annex II that the conditions specified in 3(a) will not be satisfied and/or that the Escrow Redemption is to occur, which notice shall state the Escrow Redemption Date and the Escrow Redemption Price, the Escrow Agent will on or before the Business Day prior to the Escrow Redemption Date release to the Paying Agent an amount of Escrowed Property in cash equal to the Escrow Redemption Price specified in such notice from the Issuer or the Trustee. Concurrently with such release to the Paying Agent, the Escrow Agent shall release any excess of Escrowed Property over the Escrow Redemption Price to the Company. (c) Notwithstanding paragraphs 3(a) and (b) above, if the Escrow Agent receives a notice from the Trustee or the Issuer or otherwise has actual knowledge that a Default has occurred and is continuing, the Escrow Agent will not release any Escrowed Property to the Issuer unless and until the Escrow Agent receives a notice from the Trustee that such Default is not continuing. (d) If the Escrow Agent receives a notice from the Trustee that the principal of and accrued interest on the Securities (the “Default Amount”) has become immediately due and payable pursuant to Section 6.02 of the Indenture (an “Acceleration Event”) and either (i) a court of competent jurisdiction by final and nonappealable judgment determines that the acceleration of the Securities was appropriate as a result of a bona fide Event of Default under the Indenture or (ii) such acceleration is not rescinded on or prior to the Conditions Precedent Date (either such event, a “Remedies Trigger Event”), the Escrow Agent will liquidate all Escrowed Property then held by it within one Business Day after it receives notice of such court determination or Time on the Business Day after the Conditions Precedent Date, as the case may be, and will release to the Paying Agent for payment to the holders of the Securities an amount of Escrowed Property sufficient to pay the Default Amount. The Escrow Agent will release all remaining Escrowed Property in excess of such Default Amount to the Company. If the Escrow Agent receives a notice that an Escrow Redemption is to occur, this Section 3(d) and Section 3(c) shall be of no further effect and all Escrowed Property then held by the Escrow Agent shall be released in accordance with Section 3(b)Release.

Release of Escrowed Property. (a) If at any time on or prior to the Conditions Precedent Date, the Escrow Agent receives a Release Request from the Issuer that includes the following (i) as of the Release Date, no Default or Event of Default under the Indenture has occurred and is continuing; (ii) the notice period for the Redemptions has expired; (iii) the Company has received approval from the applicable gaming authorities for to consummate the offering of the SecuritiesHOC Assumption; (iiiiv) the CEOC HOC Assumption has been consummated; and (iv) concurrently with the release of the Escrowed Property to the Company (the “Release”): (A) the Assumption Security Documents will have been executed and delivered by all parties theretothereto and a security interest in and lien on the Notes Collateral will have been created in favor of the Trustee for the benefit of the holders of the Securities; (B) the Escrow Funds will be used to pay the redemption price plus any accrued and unpaid interest for the Redemptions and fees and expenses related to the issuance and sale of the Securities (including the Deferred Discount (as defined in the Purchase Agreement) and the out of pocket expenses of the Initial Purchasers payable by the Issuers pursuant to the terms of the Purchase Agreement, if any), Purchasers) as set forth in a written direction to the Escrow Agent substantially as set forth in Annex II contemplated in the Offering Memorandum, the Escrow Agent will release all Escrowed Property then held by it to or for the account of the Issuer, upon presentation of a Release Request no later than 3 p.m. Eastern on the business day prior to such Release. (b) If the Escrow Agent receives a written notice from the Issuer or the Trustee substantially in the form of Annex II that the conditions specified in 3(a) will not be satisfied and/or that the Escrow Redemption is to occur, which notice shall state the Escrow Redemption Date and the Escrow Redemption Price, the Escrow Agent will on or before the Business Day prior to the Escrow Redemption Date release to the Paying Agent an amount of Escrowed Property in cash equal to the Escrow Redemption Price specified in such notice from the Issuer or the Trustee. Concurrently with such release to the Paying Agent, the Escrow Agent shall release any excess of Escrowed Property over the Escrow Redemption Price to the Company. (c) Notwithstanding paragraphs 3(a) and (b) above, if the Escrow Agent receives a notice from the Trustee or the Issuer or otherwise has actual knowledge that a Default has occurred and is continuing, the Escrow Agent will not release any Escrowed Property to the Issuer unless and until the Escrow Agent receives a notice from the Trustee that such Default is not continuing. (d) If the Escrow Agent receives a notice from the Trustee that the principal of and accrued interest on the Securities (the “Default Amount”) has become immediately due and payable pursuant to Section 6.02 of the Indenture (an “Acceleration Event”) and either (i) a court of competent jurisdiction by final and nonappealable judgment determines that the acceleration of the Securities was appropriate as a result of a bona fide Event of Default under the Indenture or (ii) such acceleration is not rescinded on or prior to the Conditions Precedent Date (either such event, a “Remedies Trigger Event”), the Escrow Agent will liquidate all Escrowed Property then held by it within one Business Day after it receives notice of such court determination or on the Business Day after the Conditions Precedent Date, as the case may be, and will release to the Paying Agent for payment to the holders of the Securities an amount of Escrowed Property sufficient to pay the Default Amount. The Escrow Agent will release all remaining Escrowed Property in excess of such Default Amount to the Company. If the Escrow Agent receives a notice that an Escrow Redemption is to occur, this Section 3(d) and Section 3(c) shall be of no further effect and all Escrowed Property then held by the Escrow Agent shall be released in accordance with Section 3(b).

Release of Escrowed Property. (a) If at any time on or prior to the Conditions Precedent Dateoccurrence of a Special Mandatory Redemption Event, the Escrow Agent receives a Release Request from the Issuer that includes the following (i) as of the Release DateEscrow Issuer, no Event of Default under the Indenture has occurred and is continuing; (ii) the Company has received approval from the applicable gaming authorities for the offering of the Securities; (iii) the CEOC Assumption has been consummated; and (iv) concurrently with later than 1 p.m. Eastern Time two Business Days prior to the release of date (which shall be a Business Day) specified in such Release Request, the Escrow Agent will release the Escrowed Property then held by it to or for the Company (account or at the “Release”): (A) the Assumption Documents will have been executed and delivered by all parties thereto; (B) direction of the Escrow Funds will be used to pay the fees Issuer, in each case in an amount and expenses related to the issuance and sale of the Securities (including the Deferred Discount (as defined in the Purchase Agreement) and the out of pocket expenses of the Initial Purchasers payable by the Issuers pursuant to the terms of the Purchase Agreement, if any), as set forth in a written direction to the Escrow Agent substantially as set forth in such Release Request. (b) Upon the occurrence of a Special Mandatory Redemption Event, the Escrow Agent shall, without the requirement of notice to or action by the Escrow Issuer, the Trustee or any other Person, release and deliver the Escrowed Property then held by it to or for the account of the Trustee pursuant to the wire instructions provided on Annex III hereto, as such Annex II may be amended from time to time in accordance with Section 10(e) hereto, not later than 11:00 a.m. Eastern Time on the Special Mandatory Redemption Date. (c) If the Escrow Agent receives a written notice (substantially in the form of Annex III attached hereto) from the Trustee stating that the Notes have become immediately due and payable pursuant to Section 6.01 of the Indenture no later than 1 p.m. Eastern Time two Business Days prior to the release date (which shall be a Business Day) specified in such notice, the Escrow Agent will release all Escrowed Property then held by it to or for the account or at the direction of the Trustee, in each case in an amount and pursuant to the written direction to the Escrow Agent as set forth in such notice. (d) The Trustee agrees to promptly execute and deliver or cause to be executed and delivered any instruments, documents and agreements, which may be provided to it, and to promptly take all additional steps which may be reasonably requested by the Escrow Issuer to evidence and/or confirm the release of the Collateral pursuant to this Section 3, including authorizing filing of one or more UCC amendments or termination statements in such jurisdictions and filing offices as are reasonably necessary or advisable (as determined by the Escrow Issuer) in order to terminate the applicable security interest granted herein. In connection with any release pursuant to this Section 3(d), the Escrow Issuer shall be permitted to take any action in connection therewith necessary and consistent with such release including, without limitation, the filing of UCC amendments or termination statements. (e) The Trustee agrees that it shall deliver to the Escrow Agent and the Escrow Issuer, upon presentation of a Release Request no later than 3 1 p.m. Eastern on the business day two Business Days prior to such Release. (b) If each Interest Payment Date for the Escrow Agent receives New Notes A or New Notes B, as applicable, during the term of this Agreement, a written notice from the Issuer or the Trustee (substantially in the form of Annex II that IV attached hereto) as to the conditions specified in 3(a) will not be satisfied and/or that amount of accrued but unpaid interest on the Escrow Redemption is to occurNew Notes A or New Notes B, which notice shall state the Escrow Redemption Date as applicable, due on such Interest Payment Date, and the Escrow Redemption Price, Agent shall transfer to the Trustee funds in an amount and pursuant to the written direction to the Escrow Agent will on or before as set forth in such notice. (f) If the Business Day prior to the Escrow Redemption Date release to the Paying Agent an amount of Escrowed Property is not in immediately available cash equal to upon receipt of the Escrow Redemption Price specified in such applicable notice from (including the Issuer or the Trustee. Concurrently with such release to the Paying AgentRelease Request) contemplated by this Section 3, the Escrow Agent shall release any excess of take all such commercially reasonable steps to liquidate the Escrowed Property over into cash as soon as practicable following receipt of such notice to make the Escrow Redemption Price to the Companyapplicable disbursement in accordance with this Section 3. (cg) Notwithstanding paragraphs 3(aEach of the Escrow Issuer and Trustee shall provide the Escrow Agent with a list of authorized representatives; it being understood and agreed that (i) in respect of the Escrow Issuer, the list of authorized representatives set forth on Exhibit B hereto (the “Escrow Issuer Authorized Representatives”) and (bii) abovein respect of the Trustee, if the list of authorized representatives set forth on Exhibit C hereto (the “Trustee Authorized Representatives”), as each may be amended from time to time by delivery of a revised applicable list, satisfies the foregoing requirement. The Escrow Agent agrees to accept and act upon instructions or directions pursuant to this Agreement sent by the Escrow Issuer or the Trustee, as applicable, and act upon instructions or directions pursuant to this Agreement sent by the Escrow Issuer or the Trustee, as applicable, by unsecured e-mail, PDF, facsimile transmission or other similar unsecured electronic methods, provided, however, that in the event funds transfer instructions are given to the Escrow Agent receives pursuant to the terms of this Agreement (other than with respect to fund transfers to be made contemporaneously with the execution of this Agreement), regardless of the method used to transmit such instructions, such instructions must be given by (i) in respect of instructions provided by the Escrow Issuer, an Escrow Issuer Authorized Representative and (ii) in respect of instructions provided by the Trustee, a notice from the Trustee or the Issuer or otherwise has actual knowledge that a Default has occurred and is continuingAuthorized Representative. Further, the Escrow Agent will not release any Escrowed Property is authorized to obtain and rely upon confirmation of such instructions by telephone call-back to the Issuer unless and until the Escrow Agent receives a notice from the Trustee that person or persons designated for verifying such Default is not continuing. (d) If the Escrow Agent receives a notice from the Trustee that the principal of and accrued interest instructions on the Securities (the “Default Amount”) has become immediately due and payable pursuant to Section 6.02 of the Indenture (an “Acceleration Event”) and either (i) a court of competent jurisdiction by final and nonappealable judgment determines that the acceleration of the Securities was appropriate as a result of a bona fide Event of Default under the Indenture Exhibit B or (ii) such acceleration is not rescinded on or prior to the Conditions Precedent Date (either such event, a “Remedies Trigger Event”), the Escrow Agent will liquidate all Escrowed Property then held by it within one Business Day after it receives notice of such court determination or on the Business Day after the Conditions Precedent DateExhibit C hereto, as the case may be, and will release to the Paying Agent for payment to the holders of the Securities an amount of Escrowed Property sufficient to pay the Default Amountapplicable. The Escrow Agent will release all remaining Escrowed Property in excess of such Default Amount to the Company. If may require the Escrow Agent receives Issuer or Trustee to designate a notice that an Escrow Redemption is to occur, this Section 3(d) and Section 3(c) shall be phone number or phone numbers for purposes of no further effect and all Escrowed Property then held by confirming the requested transfer. Escrow Agent shall not be released in accordance liable for any losses, costs or expenses arising directly or indirectly from the Escrow Agent’s reliance upon and compliance with Section 3(b)such instructions; provided, however, that any such losses, costs or expenses have not arisen from the gross negligence or willful misconduct of the Escrow Agent.

Release of Escrowed Property. (a) If at any time Subject to Section 3.11, the Company will only be entitled to direct the Escrow Agent to release Escrowed Property (in which case the Escrowed Property will be paid to or as directed by the Company in accordance with the instructions provided in the Escrow Release Certificate) (the “Escrow Release”) upon delivery, on or prior to the Conditions Precedent SMR Outside Date, to (i) the Escrow Agent receives and the Trustee of a Release Request from the Issuer that includes the following (i) as certificate signed by an authorized representative of the Release Date, no Event of Default under the Indenture has occurred and is continuing; (ii) the Company has received approval from the applicable gaming authorities for the offering of the Securities; (iii) the CEOC Assumption has been consummated; and (iv) concurrently with the release of the Escrowed Property to the Company (the “Release”): (A) the Assumption Documents will have been executed and delivered by all parties thereto; (B) the Escrow Funds will be used to pay the fees and expenses related to the issuance and sale of the Securities (including the Deferred Discount (as defined in the Purchase Agreement) and the out of pocket expenses of the Initial Purchasers payable by the Issuers pursuant to the terms of the Purchase Agreement, if any), as set forth in a written direction to the Escrow Agent substantially as set forth in Annex I, the Escrow Agent will release all Escrowed Property then held by it to or for the account of the Issuer, upon presentation of a Release Request no later than 3 p.m. Eastern on the business day prior to such Release. (b) If the Escrow Agent receives a written notice from the Issuer or the Trustee substantially in the form of Annex II Exhibit B-1 attached to the Escrow Agreement (the “Escrow Release Certificate”), certifying that the various conditions specified in 3(a) set forth therein have been, or will not be satisfied and/or that substantially contemporaneously with the Escrow Redemption is to occurRelease be, which notice shall state the Escrow Redemption Date satisfied, and the Escrow Redemption Price, (ii) the Escrow Agent will on or before of an acknowledgement of the Business Day prior Trustee, signed by an authorized representative of the Trustee, substantially in the form of Exhibit B-2 attached to the Escrow Redemption Date release to the Paying Agent an amount of Escrowed Property in cash equal to the Escrow Redemption Price specified in such notice from the Issuer or the Trustee. Concurrently with such release to the Paying Agent, the Escrow Agent shall release any excess of Escrowed Property over the Escrow Redemption Price to the Company. (c) Notwithstanding paragraphs 3(a) and (b) above, if the Escrow Agent receives a notice from the Trustee or the Issuer or otherwise has actual knowledge that a Default has occurred and is continuing, the Escrow Agent will not release any Escrowed Property to the Issuer unless and until the Escrow Agent receives a notice from the Trustee that such Default is not continuing. (d) If the Escrow Agent receives a notice from the Trustee that the principal of and accrued interest on the Securities Agreement (the “Default Amount”) has become immediately due and payable pursuant to Section 6.02 of the Indenture (an “Acceleration Event”) and either (i) a court of competent jurisdiction by final and nonappealable judgment determines that the acceleration of the Securities was appropriate as a result of a bona fide Event of Default under the Indenture or (ii) such acceleration is not rescinded on or prior to the Conditions Precedent Date (either such event, a “Remedies Trigger EventTrustee Acknowledgement”), the Escrow Agent will liquidate all Escrowed Property then held by it within one Business Day after it receives notice of such court determination or on the Business Day after the Conditions Precedent Date, as the case may be, and will release to the Paying Agent for payment to the holders of the Securities an amount of Escrowed Property sufficient to pay the Default Amount. The Escrow Agent will release all remaining Escrowed Property in excess of such Default Amount to the Company. If the Escrow Agent receives a notice that an Escrow Redemption is to occur, this Section 3(d) and Section 3(c) Release shall be of no further effect and all Escrowed Property then held occur upon receipt by the Escrow Agent of the Escrow Release Certificate and Trustee Acknowledgement as contemplated by the Escrow Agreement (the date of the Escrow Release is hereinafter referred to as the “Escrow Release Date”; provided, however, that if the conditions to the Escrow Release are satisfied on the Issue Date and the parties do not enter into the Escrow Agreement, references herein to the “Escrow Release Date” shall refer to the “Issue Date”). Upon the occurrence of the Escrow Release, the ​ Escrow Account shall be released reduced to zero, the Escrowed Property shall be paid out in accordance with Section 3(b)the Escrow Agreement, and the Escrow Account shall be automatically closed.

Release of Escrowed Property. (a) If at any time on or prior to the Conditions Precedent Dateoccurrence of a Special Mandatory Redemption Event, the Escrow Agent receives a Release Request from the Issuer that includes the following (i) as of the Release DateEscrow Issuer, no Event of Default under later than 1 p.m. Eastern Time on the Indenture has occurred and is continuing; (ii) Business Day prior to such release, the Company has received approval from the applicable gaming authorities for the offering of the Securities; (iii) the CEOC Assumption has been consummated; and (iv) concurrently with the Escrow Agent will release of the Escrowed Property then held by it to or for the Company (account or at the “Release”): (A) the Assumption Documents will have been executed and delivered by all parties thereto; (B) direction of the Escrow Funds will be used to pay the fees Issuer, in each case in an amount and expenses related to the issuance and sale of the Securities (including the Deferred Discount (as defined in the Purchase Agreement) and the out of pocket expenses of the Initial Purchasers payable by the Issuers pursuant to the terms of the Purchase Agreement, if any), as set forth in a written direction to the Escrow Agent substantially as set forth in such Release Request. (b) If a Special Mandatory Redemption Date occurs, the Escrow Agent will release to the Trustee all Escrowed Property then held by it pursuant to the written direction to the Escrow Agent provided by the Trustee, substantially in the form attached hereto as Annex III. (c) If the Trustee delivers a written notice (substantially in the form of Annex II attached hereto) to the Escrow Agent that the Notes have become immediately due and payable pursuant to Section 6.01 of the Indenture, the Escrow Agent will release all Escrowed Property then held by it to or for the account of the Issuer, upon presentation of a Release Request no later than 3 p.m. Eastern on the business day prior to such Release. (b) If the Escrow Agent receives a written notice from the Issuer or the Trustee substantially in the form of Annex II that the conditions specified in 3(a) will not be satisfied and/or that the Escrow Redemption is to occur, which notice shall state the Escrow Redemption Date and the Escrow Redemption Price, the Escrow Agent will on or before the within one Business Day prior to the Escrow Redemption Date release to the Paying Agent an amount of Escrowed Property in cash equal to the Escrow Redemption Price specified in receiving such notice from the Issuer or the Trustee. Concurrently with such release to the Paying Agent, the Escrow Agent shall release any excess of Escrowed Property over the Escrow Redemption Price to the Company. (c) Notwithstanding paragraphs 3(a) and (b) above, if the Escrow Agent receives a notice from the Trustee or the Issuer or otherwise has actual knowledge that a Default has occurred and is continuing, the Escrow Agent will not release any Escrowed Property to the Issuer unless and until the Escrow Agent receives a notice from the Trustee that such Default is not continuingnotice. (d) If The Trustee agrees to promptly execute and deliver or cause to be executed and delivered any instruments, documents and agreements and to promptly take all additional steps reasonably requested by the Escrow Agent receives a notice from Issuer to evidence and/or confirm the Trustee that release of the principal of and accrued interest on the Securities (the “Default Amount”) has become immediately due and payable Collateral pursuant to this Section 6.02 3, including authorizing filing of one or more UCC amendments or termination statements in such jurisdictions and filing offices as are reasonably necessary or advisable (as determined by the Indenture (an “Acceleration Event”Escrow Issuer) and either (i) a court of competent jurisdiction by final and nonappealable judgment determines that in order to terminate the acceleration of the Securities was appropriate as a result of a bona fide Event of Default under the Indenture or (ii) such acceleration is not rescinded on or prior applicable security interest granted herein. In connection with any release pursuant to the Conditions Precedent Date (either such event, a “Remedies Trigger Event”this Section 3(d), the Escrow Agent will liquidate all Escrowed Property then held by it within Issuer shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of UCC amendments or termination statements. (e) The Trustee agrees that, at least one Business Day after it receives notice of such court determination or on the Business Day after the Conditions Precedent prior to each Interest Payment Date, as the case may be, and will release it shall deliver to the Paying Agent for payment to the holders of the Securities an amount of Escrowed Property sufficient to pay the Default Amount. The Escrow Agent will release all remaining Escrowed Property in excess of such Default Amount to the Company. If the Escrow Agent receives and the Escrow Issuer a notice that an Escrow Redemption is statement as to occurthe amount of accrued but unpaid interest due on such Interest Payment Date in respect of the Notes, this Section 3(d) and Section 3(c) shall be of no further effect and all Escrowed Property then held by the Escrow Agent shall be released transfer to the Trustee, the account set forth on Schedule A of Annex II thereto, an amount of funds, no later than 11 a.m. Eastern Time on such Interest Payment Date, that is equal to the amount reflected in accordance with Section 3(b)such statement.

Release of Escrowed Property. (a) If at any time on or prior to the Conditions Precedent Date, the Escrow Agent receives a Release Request from the Issuer that includes the following (i) as of the Release Date, no Event of Default under the Indenture has occurred and is continuing; (ii) the Company has received approval from the applicable gaming authorities obtained all necessary regulatory approvals for the offering of the Securities; (iii) the CEOC Assumption has been consummated; and (iv) concurrently with the release of the Escrowed Property to the Company (the “Release”): (A) the Assumption Documents will have been executed and delivered by all parties thereto; (B) the Escrow Funds will be used to pay the fees and expenses related to the issuance and sale of the Securities (including the Deferred Discount (as defined in the Purchase Agreement) and the out of pocket expenses of the Initial Purchasers payable by the Issuers pursuant to the terms of the Purchase Agreement, if any), as set forth in a written direction to the Escrow Agent substantially as set forth in Annex I, the Escrow Agent will release all Escrowed Property then held by it to or for the account of the Issuer, upon presentation of a Release Request no later than 3 p.m. Eastern on the business day prior to such Release. (b) If the Escrow Agent receives a written notice from the Issuer or the Trustee substantially in the form of Annex II that the conditions specified in 3(a) will not be satisfied and/or that the Escrow Redemption is to occur, which notice shall state the Escrow Redemption Date and the Escrow Redemption Price, the Escrow Agent will on or before the Business Day prior to the Escrow Redemption Date release to the Paying Agent an amount of Escrowed Property in cash equal to the Escrow Redemption Price specified in such notice from the Issuer or the Trustee. Concurrently with such release to the Paying Agent, the Escrow Agent shall release any excess of Escrowed Property over the Escrow Redemption Price to the Company. (c) Notwithstanding paragraphs 3(a) and (b) above, if the Escrow Agent receives a notice from the Trustee or the Issuer or otherwise has actual knowledge that a Default has occurred and is continuing, the Escrow Agent will not release any Escrowed Property to the Issuer unless and until the Escrow Agent receives a notice from the Trustee that such Default is not continuing. (d) If the Escrow Agent receives a notice from the Trustee that the principal of and accrued interest on the Securities (the “Default Amount”) has become immediately due and payable pursuant to Section 6.02 of the Indenture (an “Acceleration Event”) and either (i) a court of competent jurisdiction by final and nonappealable judgment determines that the acceleration of the Securities was appropriate as a result of a bona fide Event of Default under the Indenture or (ii) such acceleration is not rescinded on or prior to the Conditions Precedent Date (either such event, a “Remedies Trigger Event”), the Escrow Agent will liquidate all Escrowed Property then held by it within one Business Day after it receives notice of such court determination or on the Business Day after the Conditions Precedent Date, as the case may be, and will release to the Paying Agent for payment to the holders of the Securities an amount of Escrowed Property sufficient to pay the Default Amount. The Escrow Agent will release all remaining Escrowed Property in excess of such Default Amount to the Company. If the Escrow Agent receives a notice that an Escrow Redemption is to occur, this Section 3(d) and Section 3(c) shall be of no further effect and all Escrowed Property then held by the Escrow Agent shall be released in accordance with Section 3(b).