Common use of Escrow of Proceeds Clause in Contracts

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

Escrow of Proceeds. (a) Concurrently with the issuance closing of this offering, the Notes, WRECO shall Escrow Issuer will enter into the Escrow Agreement on the Issue Date with the Trustee and the Escrow Agent, pursuant to which WRECO shall . The Escrow Issuer will deposit (or cause to be deposited) into a segregated the Escrow Account an amount equal to the gross proceeds of the Notes sold on the Issue Date, plus accrued interest on the Notes through and including September 10, 2022 (the “Outside Date”) (collectively and, together with any other property from time to time held by the Escrow Agent in the Escrow Account, the “Escrowed Property”). Escrow Issuer will cause an additional amount to be deposited into the Escrow Account such that the Escrowed Property is sufficient to yield the Special Mandatory Redemption Price as of the Special Mandatory Redemption Date (each as defined under Section 14.02). The Escrowed Property will be held in the control Escrow Account until the earlier of (i) an Escrow Release (as defined below) following the delivery by Issuer to the Escrow Agent of the Officer’s Certificate referred to in the next succeeding paragraph and (ii) a Special Mandatory Redemption Date. The Escrow Issuer will grant the Trustee, for its benefit and the benefit of the Holders, subject to certain Liens of the Escrow Agent, the gross proceeds from the offering of the Notes. WRECO shall grant to the Trustee for the benefit of the Holders a first-priority security interest Lien in the Escrow Account. Account and all Eligible Escrow Investments therein to secure the payment of the Special Mandatory Redemption Price (b) WRECO as defined below); provided, however, that such Lien shall automatically be released and terminated at such time as the Escrowed Property is released from the Escrow Account on the Escrow Release Date (as defined below). The Escrow Agent will invest the Escrowed Property in such Eligible Escrow Investments, and liquidate such Eligible Escrow Investments, as the Issuer will from time to time direct in writing. Subject to the provisions described in Section 14.02, the Escrow Issuer will only be entitled to direct the Escrow Agent to release Escrowed Property (in which case the Escrowed Property in accordance with the terms of will be paid to or as directed by the Escrow Agreement. The Escrowed Property may only be released in accordance with Issuer) (the terms of the “Escrow Agreement (cRelease”) Pursuant upon delivery to the Escrow AgreementAgent, if the Escrow Agent receives a Release Notice in connection with a Special Mandatory Redemption Event, the Escrow Agent and the Intermediary will liquidate all Eligible Escrow Investments in accordance with the terms of the Escrow Agreement. On the date specified in the Escrow Agreement, the Escrow Agent will deliver on or prior to the Trustee all the Escrowed Property. Substantially concurrently with the receipt by the Trustee of the Escrowed Property, WRECO shall pay to the Trustee cash in an amount which, when taken together with the released Escrowed Property, shall be sufficient to redeem the Notes at the Special Mandatory Redemption Price. To the extent there exists any shortfall amount resulting from accrued and unpaid interest (and accretion) owing to the Holders on the Special Mandatory Redemption Outside Date, of an Event of Default will occur and the Trustee shall be vested with authority to demand payment or to pursue any claim or remedies as provided hereunder and in the Escrow Agreement; provided that for purposes of determining any such shortfall amount, the amount delivered to the Trustee by the Escrow Agent in respect of the payment to be made on the Special Mandatory Redemption Date shall be deemed, first as principal up to the aggregate principal amount of the Notes in connection with such redemption, and then second, as accrued and unpaid interest (and accretion) thereon. After payment of the Special Mandatory Redemption Price to the Holders, any excess funds held by the Trustee will be returned to the Issuer. (d) WRECO shall only deliver the Escrow Agreement Officer’s Certificate if Certificate, certifying that the following conditions (the “Escrow Release Conditions”) have been met: (i) the release of the Escrowed Property (as defined in the Escrow Agreement dated as of June 13or, 2014 among the Issuer and U.S. Bank National Association as trustee, escrow agent and securities intermediary relating to the Issuer’s 4.375% Senior Notes due 2019) is occurring simultaneously substantially concurrently with the release of the Escrowed Property; (ii) the Combination , will be consummated in accordance in all material respects with the terms and conditions of the Transaction Agreement satisfied (without any alteration, supplement, waiver or amendment of, or consent under, the Transaction Agreement that is materially adverse to the Holders of the Notes); and (iii) TPH and its Wholly Owned Domestic Subsidiaries (including, after giving effect to the Combination, the Issuer and its Wholly Owned Domestic Subsidiaries) that guarantee the Credit Agreement (the “Combination Date Guarantors”) (A) will by supplemental indenture, effective upon the date of the Escrow Release is hereinafter referred to as the “Escrow Release Date”): (1) the Spin-Off will occur substantially concurrently with such release; (2) the Issuer shall have sold $300,000,000 of Preferred Equity substantially concurrently with such release with terms materially consistent with the description of the Escrowed Property, Preferred Equity in the Offering Memorandum under “Description of our Capital Stock –– Series A Preferred Stock”; (3) the Escrow Issuer will have merged with and into FTAI Infrastructure and FTAI Infrastructure will have become parties the Issuer of the Notes; (4) the Issuer and the Guarantors will have entered into a supplemental indenture guaranteeing the Notes in the form of Exhibit D attached hereto; and (5) FTAI Infrastructure and the Guarantors will have entered into the Security Documents. The Escrow Release shall occur promptly upon receipt by the Escrow Agent of an Officer’s Certificate certifying to the Indenture whereby TPH will become foregoing. Upon the sole issuer occurrence of the Notes Escrow Release, the Escrow Account shall be reduced to zero and the Combination Date Guarantors will become guarantors of the Notes and (B) will by joinder agreement effective upon the date of the release of the Escrowed Property become parties to and interest thereon shall be paid out in accordance with the Registration Rights Escrow Agreement.

Escrow of Proceeds. (a) Concurrently with the issuance of the NotesNotes on the Issue Date, WRECO the Company shall enter into an escrow agreement (as amended, supplemented or modified from time to time, the “Escrow Agreement on the Issue Date Agreement”) with the Trustee and U.S. Bank National Association, as escrow agent (in such capacity, together with its successors, the “Escrow Agent”). Pursuant to the Escrow AgentAgreement, the Initial Purchasers of the Notes shall deliver and deposit into an escrow account (the “Escrow Account”) with the Escrow Agent an amount in cash that is equal to the net proceeds from the sale of the Notes, and (ii) the Company shall deliver and deposit (or cause to be delivered and deposited) into the Escrow Account with the Escrow Agent an amount in cash that, when taken together with the amount deposited pursuant to which WRECO the foregoing clause (i), is equal to 101.0% of the principal amount of the Notes, plus interest that will accrue on the Notes to, but not including, the Special Mandatory Redemption Date, assuming for purposes of the interest calculation in this clause (ii) that the Company notifies the Escrow Agent on the Outside Date that the SSNI Acquisition will not be consummated. The amount of cash in the Escrow Account, together with any other property from time to time held by the Escrow Agent in the Escrow Account, is collectively referred to as the “Escrow Proceeds”. In the event the parties to the Acquisition Agreement agree to extend the Termination Date (as defined in the Acquisition Agreement) pursuant to the terms and conditions of the Acquisition Agreement to a date that is later than the Outside Date and unless the Company has directed the Escrow Agent to release the Escrow Proceeds in accordance with Section 4(a) of the Escrow Agreement or delivers notice to the Escrow Agent in accordance with Section 4(b) of the Escrow Agreement, on the date such parties agree to such extension of the Termination Date (as defined in the Acquisition Agreement) the Company shall deposit (or cause to be deposited) into a segregated the Escrow Account an amount of cash equal to the amount of interest that would accrue on the Notes from the first Business Day following the Outside Date to, but not including, the first Business Day following the Extended Outside Date, as calculated by the Company in accordance with the Indenture. Prior to the consummation of the SSNI Acquisition, periodic interest payments due under this Indenture shall be paid from the control Escrow Proceeds. Amounts not paid as periodic interest shall be held in the Escrow Account until the earlier of (i) the date on which the Company delivers to the Escrow Agent the Officer’s Certificate pursuant to Section 4(a) of the Escrow Agreement and (ii) the Special Mandatory Redemption Date. The Company shall grant the Trustee, for its benefit and the benefit of the Holders, subject to certain liens of the Escrow Agent, the gross proceeds from the offering of the Notes. WRECO shall grant to the Trustee for the benefit of the Holders a first-priority security interest in the Escrow Account. (b) WRECO is only entitled Account and all deposits and investment property therein to direct secure the Escrow Agent to release the Escrowed Property in accordance with the terms of the Escrow Agreement. The Escrowed Property may only be released in accordance with the terms of the Escrow Agreement (c) Pursuant to the Escrow Agreement, if the Escrow Agent receives a Release Notice in connection with a Special Mandatory Redemption Event, the Escrow Agent and the Intermediary will liquidate all Eligible Escrow Investments in accordance with the terms of the Escrow Agreement. On the date specified in the Escrow Agreement, the Escrow Agent will deliver to the Trustee all the Escrowed Property. Substantially concurrently with the receipt by the Trustee of the Escrowed Property, WRECO shall pay to the Trustee cash in an amount which, when taken together with the released Escrowed Property, shall be sufficient to redeem the Notes at the Special Mandatory Redemption Price. To the extent there exists any shortfall amount resulting from accrued and unpaid interest (and accretion) owing to the Holders on the Special Mandatory Redemption Date, an Event of Default will occur and the Trustee shall be vested with authority to demand payment or to pursue any claim or remedies as provided hereunder and in the Escrow Agreement; provided that for purposes of determining any such shortfall amount, the amount delivered to the Trustee by the Escrow Agent in respect of the payment to be made on the Special Mandatory Redemption Date shall be deemed, first as principal up to the aggregate principal amount of the Notes in connection with such redemption, and then second, as accrued and unpaid interest (and accretion) thereon. After payment of the Special Mandatory Redemption Price Amount; provided, however, that such lien and security interest shall automatically be released and terminate at such time as the Escrow Proceeds are released from escrow on the Escrow Release Date. Prior to the HoldersEscrow Release Date, any excess funds held the Notes shall be secured only by the Trustee will be returned to the Issuer. (d) WRECO shall only deliver a pledge of the Escrow Agreement Officer’s Certificate if the following conditions have been met: (i) the release of the Escrowed Property (as defined in Account and the Escrow Agreement dated as of June 13, 2014 among the Issuer and U.S. Bank National Association as trustee, escrow agent and securities intermediary relating to the Issuer’s 4.375% Senior Notes due 2019) is occurring simultaneously with the release of the Escrowed Property; (ii) the Combination will be consummated in accordance in all material respects with the terms and conditions of the Transaction Agreement (without any alteration, supplement, waiver or amendment of, or consent under, the Transaction Agreement that is materially adverse to the Holders of the Notes); and (iii) TPH and its Wholly Owned Domestic Subsidiaries (including, after giving effect to the Combination, the Issuer and its Wholly Owned Domestic Subsidiaries) that guarantee the Credit Agreement (the “Combination Date Guarantors”) (A) will by supplemental indenture, effective upon the date of the release of the Escrowed Property, become parties to the Indenture whereby TPH will become the sole issuer of the Notes and the Combination Date Guarantors will become guarantors of the Notes and (B) will by joinder agreement effective upon the date of the release of the Escrowed Property become parties to the Registration Rights AgreementProceeds.

Escrow of Proceeds. (a) Concurrently The Escrow Issuer, contemporaneously with entering into this Indenture, is entering into an escrow agreement (the issuance of “Escrow Agreement”) with U.S. Bank National Association, as escrow agent (the Notes, WRECO shall enter into the Escrow Agreement on the Issue Date with the Trustee and the “Escrow Agent”), pursuant to which WRECO the Trustee, the trustee under the Secured Indenture and Scripps. (b) The Escrow Issuer shall deposit (or cause to be depositeddeposited into one or more accounts (collectively, the “Escrow Account”) into a segregated with the Escrow Agent an amount equal to the gross proceeds of the Notes (collectively, with any other property from time to time held by the Escrow Agent for the benefit of the Holders, the “Escrowed Funds”). (c) Subject to Section 4.21(e) , the Escrowed Funds will be held in the Escrow Account under until the control earliest of (i) the date on which the Company delivers to the Escrow Agent the Officer’s Certificate referred to in Section 4.21(f) (the “Release Request”), (ii) the Escrow End Date and (iii) the date on which the Company delivers notice to the Escrow Agent to the effect set forth in Section 3.08(ii). (d) The Escrow Issuer will grant the Trustee, for its benefit and the benefit of the Holders of the Notes subject to certain liens of the Escrow Agent, the gross proceeds from the offering of the Notes. WRECO shall grant to the Trustee for the benefit of the Holders a first-priority security interest in the Escrowed Funds, Escrow Account. (b) WRECO is only entitled Account and all deposits and investment property therein to direct secure the payment of the Special Mandatory Redemption Price; provided, however, that such lien and security interest shall automatically be released and terminate at such time as the Escrowed Funds are released from the escrow on the Escrow Release Date. The Escrow Agent to release will invest the Escrowed Property Funds in such Eligible Escrow Investments as the Company may from time to time direct in writing in accordance with the terms of the Escrow Agreement. The Escrowed Property may only be released in accordance with the terms of the Escrow Agreement. (ce) Pursuant to the The Escrow Agreement, if Agreement shall provide for the Escrow Agent receives to release a Release Notice in connection with a Special Mandatory Redemption Event, the Escrow Agent and the Intermediary will liquidate all Eligible Escrow Investments in accordance with the terms of the Escrow Agreement. On the date specified in the Escrow Agreement, the Escrow Agent will deliver to the Trustee all the Escrowed Property. Substantially concurrently with the receipt by the Trustee portion of the Escrowed Property, WRECO shall pay to the Trustee cash Funds in an amount which, when taken together with equal to the released Escrowed Property, shall be sufficient to redeem the Notes at the Special Mandatory Redemption Price. To the extent there exists any shortfall amount resulting from of accrued and unpaid interest (and accretion) owing from the Issue Date or the most recent interest payment date, as applicable, prior to the Holders on Escrow Release in order to satisfy the Special Mandatory Redemption Date, an Event of Default will occur and the Trustee shall be vested with authority to demand interest payment or to pursue any claim or remedies as provided hereunder and in the Escrow Agreement; provided that for purposes of determining any such shortfall amount, the amount delivered to the Trustee by the Escrow Agent obligations in respect of the payment to be made on the Special Mandatory Redemption Date shall be deemed, first Notes under this Indenture as principal up to the aggregate principal amount of the Notes set forth in Section 4.01. (f) Other than in connection with such redemption, and then second, as accrued and unpaid interest (and accretion) thereon. After the payment of a semi-annual interest payment as set forth in Section 4.01 and pursuant to Section 4.21(e), the Special Mandatory Redemption Price Company will only be entitled to direct the Escrow Agent to release Escrowed Funds (in which case the Escrowed Funds will be paid to or as directed by the Company) (the “Escrow Release”) upon delivery to the HoldersEscrow Agent, any excess funds held by the Trustee will be returned on or prior to the Issuer. (d) WRECO shall only deliver the Escrow Agreement End Date, of an Officer’s Certificate if Certificate, certifying that the following conditions have been met: (i) the release of the Escrowed Property (as defined in the Escrow Agreement dated as of June 13or, 2014 among the Issuer and U.S. Bank National Association as trustee, escrow agent and securities intermediary relating to the Issuer’s 4.375% Senior Notes due 2019) is occurring simultaneously substantially concurrently with the release of the Escrowed Property; (ii) the Combination Funds, will be consummated in accordance in all material respects with satisfied (the terms and conditions date of the Transaction Agreement (without any alteration, supplement, waiver or amendment of, or consent under, the Transaction Agreement that Escrow Release is materially adverse hereinafter referred to the Holders of the Notes); and (iii) TPH and its Wholly Owned Domestic Subsidiaries (including, after giving effect to the Combination, the Issuer and its Wholly Owned Domestic Subsidiaries) that guarantee the Credit Agreement (as the “Combination Date GuarantorsEscrow Release Date”): (i) (A) the ION Acquisition will by supplemental indenture, effective upon the date of be consummated substantially concurrently with the release of the Escrowed Property, become parties to the Indenture whereby TPH will become the sole issuer of the Notes and the Combination Date Guarantors will become guarantors of the Notes Funds and (B) the Escrowed Funds will be used substantially concurrently with such release to consummate, or in connection with the financing of, the ION Acquisition and the payment of fees and expenses in connection therewith and in connection with this offering of Notes; (ii) the Subsidiary Guarantors shall have, by joinder agreement supplemental indenture in the form of Exhibit D hereof, effective upon the date of Escrow Release Date, become, or substantially concurrently with the release of the Escrowed Property become Funds shall become, parties to this Indenture; and (iii) the Registration Rights AgreementCompany shall have, by supplemental indenture in the form of Exhibit D hereto, effective upon the Escrow Release Date, become, or substantially concurrently with the release of the Escrowed Funds shall become, party to this Indenture and primary obligor under the Notes and this Indenture as the surviving corporation of the merger of the Escrow Issuer with and into Scripps.

Escrow of Proceeds. (a) Concurrently The Escrow Issuer, contemporaneously with entering into this Indenture, is entering into an escrow agreement (the issuance of “Escrow Agreement”) with U.S. Bank National Association, as escrow agent (the Notes, WRECO shall enter into the Escrow Agreement on the Issue Date with the Trustee and the “Escrow Agent”), pursuant to which WRECO the Trustee, the trustee under the Unsecured Indenture and Scripps. (b) The Escrow Issuer shall deposit (or cause to be depositeddeposited into one or more accounts (collectively, the “Escrow Account”) into a segregated with the Escrow Agent an amount equal to the gross proceeds of the Notes (collectively, with any other property from time to time held by the Escrow Agent for the benefit of the Holders, the “Escrowed Funds”). (c) Subject to Section 4.21 (e), the Escrowed Funds will be held in the Escrow Account under until the control earliest of (i) the date on which the Company delivers to the Escrow Agent the Officer’s Certificate referred to in Section 4.21(f) (the “Release Request”), (ii) the Escrow End Date and (iii) the date on which the Company delivers notice to the Escrow Agent to the effect set forth in Section 3.08(ii). (d) The Escrow Issuer will grant the Trustee, for its benefit and the benefit of the Holders of the Notes subject to certain liens of the Escrow Agent, the gross proceeds from the offering of the Notes. WRECO shall grant to the Trustee for the benefit of the Holders a first-priority security interest in the Escrowed Funds, Escrow Account. (b) WRECO is only entitled Account and all deposits and investment property therein to direct secure the payment of the Special Mandatory Redemption Price; provided, however, that such lien and security interest shall automatically be released and terminate at such time as the Escrowed Funds are released from the escrow on the Escrow Release Date. The Escrow Agent to release will invest the Escrowed Property Funds in such Eligible Escrow Investments as the Company may from time to time direct in writing in accordance with the terms of the Escrow Agreement. The Escrowed Property may only be released in accordance with the terms of the Escrow Agreement. (ce) Pursuant to the The Escrow Agreement, if Agreement shall provide for the Escrow Agent receives to release a Release Notice in connection with a Special Mandatory Redemption Event, the Escrow Agent and the Intermediary will liquidate all Eligible Escrow Investments in accordance with the terms of the Escrow Agreement. On the date specified in the Escrow Agreement, the Escrow Agent will deliver to the Trustee all the Escrowed Property. Substantially concurrently with the receipt by the Trustee portion of the Escrowed Property, WRECO shall pay to the Trustee cash Funds in an amount which, when taken together with equal to the released Escrowed Property, shall be sufficient to redeem the Notes at the Special Mandatory Redemption Price. To the extent there exists any shortfall amount resulting from of accrued and unpaid interest (and accretion) owing from the Issue Date or the most recent interest payment date, as applicable, prior to the Holders on Escrow Release in order to satisfy the Special Mandatory Redemption Date, an Event of Default will occur and the Trustee shall be vested with authority to demand interest payment or to pursue any claim or remedies as provided hereunder and in the Escrow Agreement; provided that for purposes of determining any such shortfall amount, the amount delivered to the Trustee by the Escrow Agent obligations in respect of the payment to be made on the Special Mandatory Redemption Date shall be deemed, first Notes under this Indenture as principal up to the aggregate principal amount of the Notes set forth in Section 4.01. (f) Other than in connection with such redemption, and then second, as accrued and unpaid interest (and accretion) thereon. After the payment of a semi-annual interest payment as set forth in Section 4.01 and pursuant to Section 4.21(e), the Special Mandatory Redemption Price Company will only be entitled to direct the Escrow Agent to release Escrowed Funds (in which case the Escrowed Funds will be paid to or as directed by the Company) (the “Escrow Release”) upon delivery to the HoldersEscrow Agent, any excess funds held by the Trustee will be returned on or prior to the Issuer. (d) WRECO shall only deliver the Escrow Agreement End Date, of an Officer’s Certificate if Certificate, certifying that the following conditions have been met: (i) the release of the Escrowed Property (as defined in the Escrow Agreement dated as of June 13or, 2014 among the Issuer and U.S. Bank National Association as trustee, escrow agent and securities intermediary relating to the Issuer’s 4.375% Senior Notes due 2019) is occurring simultaneously substantially concurrently with the release of the Escrowed Property; (ii) the Combination Funds, will be consummated in accordance in all material respects with satisfied (the terms and conditions date of the Transaction Agreement (without any alteration, supplement, waiver or amendment of, or consent under, the Transaction Agreement that Escrow Release is materially adverse hereinafter referred to the Holders of the Notes); and (iii) TPH and its Wholly Owned Domestic Subsidiaries (including, after giving effect to the Combination, the Issuer and its Wholly Owned Domestic Subsidiaries) that guarantee the Credit Agreement (as the “Combination Date GuarantorsEscrow Release Date”): (i) (A) the ION Acquisition will by supplemental indenture, effective upon the date of be consummated substantially concurrently with the release of the Escrowed Property, become parties to the Indenture whereby TPH will become the sole issuer of the Notes and the Combination Date Guarantors will become guarantors of the Notes Funds and (B) the Escrowed Funds will be used substantially concurrently with such release to consummate, or in connection with the financing of, the ION Acquisition and the payment of fees and expenses in connection therewith and in connection with this offering of Notes; (ii) the Subsidiary Guarantors shall have, by joinder agreement supplemental indenture in the form of Exhibit D hereof, effective upon the date of Escrow Release Date, become, or substantially concurrently with the release of the Escrowed Property become Funds shall become, parties to this Indenture; (iii) the Registration Rights AgreementCompany shall have, by supplemental indenture in the form of Exhibit D hereto, effective upon the Escrow Release Date, become, or substantially concurrently with the release of the Escrowed Funds shall become, party to this Indenture and primary obligor under the Notes and this Indenture as the surviving corporation of the merger of the Escrow Issuer with and into Scripps; and (iv) subject to the collateral matters described in Section 4.24, the Company and the Subsidiary Guarantors shall have, effective upon the Escrow Release Date, executed and delivered the applicable Security Documents to the Notes Collateral Agent.

Escrow of Proceeds. (a) Concurrently The Company shall apply the Escrowed Funds in accordance with the issuance of the Notes, WRECO shall enter into the Escrow Agreement on the Issue Date with the Trustee and the Escrow Agent, pursuant to which WRECO shall deposit (or cause to be deposited) into a segregated Escrow Account under the control terms of the Escrow Agent, the gross proceeds from the offering of the Notes. WRECO shall grant to the Trustee for the benefit of the Holders a first-priority security interest in the Escrow AccountAgreement. (b) WRECO is The Issuer shall deposit or cause to be deposited into an account (the “Escrow Account”) with the Escrow Agent an amount that would be sufficient to redeem the Notes in full at 100% of the issue price of the Notes plus an amount sufficient to cause the Escrowed Funds to be equal to the amount that would be required to redeem all of the Notes on the third Business Day following the Escrow End Date and to pay the Escrow Agent’s and Trustee’s fees and expenses not otherwise the obligation of the Company. The Escrow Funds shall be held in the Escrow Account in the form of cash or Cash Equivalents at the direction of the Issuer. (c) The Issuer shall only be entitled to direct the Escrow Agent to release the Escrowed Property Funds in accordance with the terms of the Escrow Agreement. The Pursuant to the Escrow Agreement, the Escrow Agent shall release the Escrowed Property may only Funds then held by it to or for the account or at the direction of the Issuer, following receipt by the Escrow Agent of a certificate of a responsible officer of the Issuer prior to the occurrence of a Special Mandatory Redemption Event requesting release of the Escrowed Funds (a “Release Request”) on such date as is specified in the Release Request (which date shall be released no later than 2:00 p.m. New York City time on the Business Day prior to the release date specified in such Release Request (or such later time as is agreed to by the Escrow Agent) (the “Release Date”)), and certifying that the following conditions (the “Escrow Release Conditions”) have been met or will be met substantially concurrently with the release of the Escrowed Funds: (i) the Acquisition will be consummated contemporaneously with the Release, in all material respects in accordance with the terms of the Escrow Acquisition Agreement; and (cii) Pursuant (x) the Assumption will be consummated and (y) the Company and each of its Restricted Subsidiaries, other than any of its Restricted Subsidiaries that do not guarantee the Senior Secured Credit Facilities, but including the entities comprising the Target Group that will be guarantors of the obligations of the Company under the Senior Secured Credit Facilities or any Permitted Refinancing Indebtedness in respect thereof shall have executed a supplemental indenture pursuant to which (i) the Company shall become a co-obligor of all of Escrow Issuer’s obligations under the purchase agreement, the Indenture and the Notes and the Escrow Agreement, if Issuer will merge with and into the Escrow Agent receives a Release Notice in connection with a Special Mandatory Redemption Event, the Escrow Agent and the Intermediary will liquidate all Eligible Escrow Investments in accordance Company with the terms of Company being the Escrow Agreement. On the date specified surviving corporation and (ii) such Restricted Subsidiaries (including such entities in the Escrow Agreement, Target Group) shall guarantee the Escrow Agent will deliver to the Trustee all the Escrowed Property. Substantially concurrently with the receipt by the Trustee of the Escrowed Property, WRECO shall pay to the Trustee cash in an amount which, when taken together with the released Escrowed Property, shall be sufficient to redeem the Notes at the Special Mandatory Redemption Price. To the extent there exists any shortfall amount resulting from accrued performance and unpaid interest (and accretion) owing to the Holders on the Special Mandatory Redemption Date, an Event of Default will occur and the Trustee shall be vested with authority to demand payment or to pursue any claim or remedies as provided hereunder and in the Escrow Agreement; provided that for purposes of determining any such shortfall amount, the amount delivered to the Trustee by the Escrow Agent in respect of the payment to be made on the Special Mandatory Redemption Date shall be deemed, first as principal up to the aggregate principal amount of the Notes in connection with such redemption, and then second, as accrued and unpaid interest (and accretion) thereon. After payment of the Special Mandatory Redemption Price to the Holders, any excess funds held by the Trustee will be returned to the Issuerthis Indenture. (d) WRECO shall only deliver From the Escrow Agreement Officer’s Certificate if Issue Date until the following conditions have been met: (i) the release of the Escrowed Property (as defined in the Escrow Agreement dated as of June 13, 2014 among the Issuer and U.S. Bank National Association as trustee, escrow agent and securities intermediary relating to the Issuer’s 4.375% Senior Notes due 2019) is occurring simultaneously with the release of the Escrowed Property; (ii) the Combination will be consummated in accordance in all material respects with the terms and conditions of the Transaction Agreement (without any alteration, supplement, waiver or amendment of, or consent underRelease Date, the Transaction Agreement that is materially adverse to Trustee shall, for the benefit of the Holders of the Notes); and (iii) TPH and its Wholly Owned Domestic Subsidiaries (including, after giving effect to the Combination, the Issuer and its Wholly Owned Domestic Subsidiaries) that guarantee the Credit Agreement (the “Combination Date Guarantors”) (A) will by supplemental indenture, effective upon the date of the release of be granted an exclusive first-priority Lien on the Escrowed Property, become parties to the Indenture whereby TPH will become the sole issuer of the Notes and the Combination Date Guarantors will become guarantors of the Notes and (B) will by joinder agreement effective upon the date of the release of the Escrowed Property become parties to the Registration Rights AgreementFunds.

Escrow of Proceeds. (a) Concurrently with the issuance closing of this offering, the Notes, WRECO shall Escrow Issuer will enter into the Escrow Agreement on the Issue Date with the Trustee and the Escrow Agent, pursuant to which WRECO shall . The Escrow Issuer will deposit (or cause to be deposited) into a segregated the Escrow Account an amount equal to the gross proceeds of the Notes sold on the Issue Date, plus accrued interest on the Notes through and including September 10, 2022 (the “Outside Date”) (collectively and, together with any other property from time to time held by the Escrow Agent in the Escrow Account, the “Escrowed Property”). Escrow Issuer will cause an additional amount to be deposited into the Escrow Account such that the Escrowed Property is sufficient to yield the Special Mandatory Redemption Price as of the Special Mandatory Redemption Date (each as defined under Section 14.02). The Escrowed Property will be held in the control Escrow Account until the earlier of (i) an Escrow Release (as defined below) following the delivery by Issuer to the Escrow Agent of the Officer’s Certificate referred to in the next succeeding paragraph and (ii) a Special Mandatory Redemption Date. The Escrow Issuer will grant the Trustee, for its benefit and the benefit of the Holders, subject to certain Liens of the Escrow Agent, the gross proceeds from the offering of the Notes. WRECO shall grant to the Trustee for the benefit of the Holders a first-priority security interest Lien in the Escrow Account. Account and all Eligible Escrow Investments therein to secure the payment of the Special Mandatory Redemption Price (b) WRECO as defined below); provided, however, that such Lien shall automatically be released and terminated at such time as the Escrowed Property is released from the Escrow Account on the Escrow Release Date (as defined below). The Escrow Agent will invest the Escrowed Property in such Eligible Escrow Investments, and liquidate such Eligible Escrow Investments, as the Issuer will from time to time direct in writing. Subject to the provisions described in Section 14.02, the Escrow Issuer will only be entitled to direct the Escrow Agent to release Escrowed Property (in which case the Escrowed Property in accordance with the terms of will be paid to or as directed by the Escrow Agreement. The Escrowed Property may only be released in accordance with Issuer) (the terms of the “Escrow Agreement (cRelease”) Pursuant upon delivery to the Escrow AgreementAgent, if the Escrow Agent receives a Release Notice in connection with a Special Mandatory Redemption Event, the Escrow Agent and the Intermediary will liquidate all Eligible Escrow Investments in accordance with the terms of the Escrow Agreement. On the date specified in the Escrow Agreement, the Escrow Agent will deliver on or prior to the Trustee all the Escrowed Property. Substantially concurrently with the receipt by the Trustee of the Escrowed Property, WRECO shall pay to the Trustee cash in an amount which, when taken together with the released Escrowed Property, shall be sufficient to redeem the Notes at the Special Mandatory Redemption Price. To the extent there exists any shortfall amount resulting from accrued and unpaid interest (and accretion) owing to the Holders on the Special Mandatory Redemption Outside Date, of an Event of Default will occur and the Trustee shall be vested with authority to demand payment or to pursue any claim or remedies as provided hereunder and in the Escrow Agreement; provided that for purposes of determining any such shortfall amount, the amount delivered to the Trustee by the Escrow Agent in respect of the payment to be made on the Special Mandatory Redemption Date shall be deemed, first as principal up to the aggregate principal amount of the Notes in connection with such redemption, and then second, as accrued and unpaid interest (and accretion) thereon. After payment of the Special Mandatory Redemption Price to the Holders, any excess funds held by the Trustee will be returned to the Issuer. (d) WRECO shall only deliver the Escrow Agreement Officer’s Certificate if Certificate, certifying that the following conditions (the “Escrow Release Conditions”) have been met: (i) the release of the Escrowed Property (as defined in the Escrow Agreement dated as of June 13or, 2014 among the Issuer and U.S. Bank National Association as trustee, escrow agent and securities intermediary relating to the Issuer’s 4.375% Senior Notes due 2019) is occurring simultaneously substantially concurrently with the release of the Escrowed Property; (ii) the Combination , will be consummated in accordance in all material respects with the terms and conditions of the Transaction Agreement satisfied (without any alteration, supplement, waiver or amendment of, or consent under, the Transaction Agreement that is materially adverse to the Holders of the Notes); and (iii) TPH and its Wholly Owned Domestic Subsidiaries (including, after giving effect to the Combination, the Issuer and its Wholly Owned Domestic Subsidiaries) that guarantee the Credit Agreement (the “Combination Date Guarantors”) (A) will by supplemental indenture, effective upon the date of the Escrow Release is hereinafter referred to as the “Escrow Release Date”): (1) the Spin-Off will occur substantially concurrently with such release; (2) the Issuer shall have sold $300,000,000 of Preferred Equity substantially concurrently with such release with terms materially consistent with the description of the Escrowed Property, Preferred Equity in the Offering Memorandum under “Description of our Capital Stock -- Series A Preferred Stock”; (3) the Escrow Issuer will have merged with and into FTAI Infrastructure and FTAI Infrastructure will have become parties the Issuer of the Notes; (4) the Issuer and the Guarantors will have entered into a supplemental indenture guaranteeing the Notes in the form of Exhibit D attached hereto; and (5) FTAI Infrastructure and the Guarantors will have entered into the Security Documents. The Escrow Release shall occur promptly upon receipt by the Escrow Agent of an Officer’s Certificate certifying to the Indenture whereby TPH will become foregoing. Upon the sole issuer occurrence of the Notes Escrow Release, the Escrow Account shall be reduced to zero and the Combination Date Guarantors will become guarantors of the Notes and (B) will by joinder agreement effective upon the date of the release of the Escrowed Property become parties to and interest thereon shall be paid out in accordance with the Registration Rights Escrow Agreement.

Escrow of Proceeds. (a) Concurrently Substantially concurrently with the issuance closing of the offering of the Notes on the Issue Date, the Company will enter into an escrow agreement (as amended, supplemented or modified from time to time, the “Escrow Agreement”), substantially in the form of Exhibit C, with the Trustee and Wilmington Trust, National Association, as escrow agent (in such capacity, together with its successors, the “Escrow Agent”), pursuant to which an amount equal to the gross proceeds of the offering of the Notes sold on the Issue Date will be deposited into an escrow account (the “Escrow Account”). By its acceptance of the Notes, WRECO each Holder shall enter into be deemed to authorize and direct the Trustee to execute, deliver and perform its obligations under the Escrow Agreement on Agreement. The Escrow Account will not include cash to fund any accrued and unpaid interest owing to Holders, which is included in the Issue Date with Special Mandatory Redemption Price. In the event that the Special Mandatory Price payable upon such Special Mandatory Redemption for the Notes exceeds the amount of the applicable Escrowed Property, the Company will be required to fund the difference between the applicable Special Mandatory Redemption Price and the amount of the Escrowed Property, plus fees and expenses of the Trustee and the Escrow Agent. The initial funds deposited in the Escrow Account, pursuant and all other funds, securities, interest, dividends, distributions and other property and payments credited to which WRECO shall deposit (or cause to be deposited) into a segregated the Escrow Account under in connection with the control Notes (less any property and/or funds paid in accordance with the Escrow Agreement) are referred to, collectively, as the “Escrowed Property.” The Escrowed Property will be controlled by the Escrow Agent, on behalf of the Trustee and the Holders. The Company will be entitled to cause the Escrow Agent to release the Escrowed Property (in which case the Escrowed Property will be paid to, or as directed by, the Company) (the “Escrow Release”) upon delivery to the Escrow Agent and the Trustee, on or prior to February 23, 2022 (the “Escrow Outside Date”), of an Officer’s Certificate (the “Escrow Release Officer’s Certificate”), upon which the Escrow Agent and the Trustee shall be entitled to rely absolutely without further investigation, to the effect that (1) the Acquisition and related transactions will be consummated substantially concurrently with or promptly following the Escrow Release and (2) the Credit Agreement has become effective or will become effective substantially concurrently with or promptly following the Escrow Release. The Escrow Release will occur promptly following the receipt by the Escrow Agent of the Escrow Release Officer’s Certificate (the date of the Escrow Release, the “Completion Date”). Upon the Escrow Release, the Escrowed Property will be paid out of the Escrow Account in accordance with the Escrow Agreement and the Escrow Account will be reduced to zero. In the Escrow Agreement, the Company will grant the Trustee, for its benefit and the benefit of the Holders, subject to certain liens of the Escrow Agent, the gross proceeds from the offering of the Notes. WRECO shall grant to the Trustee for the benefit of the Holders a first-priority security interest in the Escrow Account. (b) WRECO is only entitled Account to direct secure the Escrow Agent to release payment of the Special Mandatory Redemption Price of the Notes; provided, however, that such liens and security interest shall automatically be released and terminate at such time as the Escrowed Property in accordance with is released from the Escrow Account on the Completion Date. For the avoidance of doubt, such liens and security interests will, be permitted under this Indenture. Under the terms of the Escrow Agreement. The Escrowed Property may only be released in accordance with the terms of the Escrow Agreement (c) Pursuant to the Escrow Agreement, if the Escrow Agent receives a Release Notice in connection with a Special Mandatory Redemption Event, the Escrow Agent and the Intermediary will liquidate all Eligible Escrow Investments in accordance with the terms of the Escrow Agreement. On the date specified in the Escrow Agreement, the Escrow Agent will deliver to the Trustee all invest the Escrowed Property. Substantially concurrently with the receipt Property as directed by the Trustee of the Escrowed Property, WRECO shall pay to the Trustee cash Company in an amount which, when taken together with the released Escrowed Property, shall be sufficient to redeem the Notes at the Special Mandatory Redemption Price. To the extent there exists any shortfall amount resulting from accrued and unpaid interest such short-term liquid investments (and accretionincluding bank deposit products) owing to the Holders on the Special Mandatory Redemption Date, an Event of Default will occur and the Trustee shall be vested with authority to demand payment or to pursue any claim or remedies as provided hereunder and in permitted under the Escrow Agreement; provided that for purposes of determining any such shortfall amount, the amount delivered to the Trustee by the Escrow Agent in respect of the payment to be made on the Special Mandatory Redemption Date shall be deemed, first as principal up to the aggregate principal amount of the Notes in connection with such redemption, and then secondliquidate such investments, as accrued and unpaid interest (and accretion) thereonthe Company will from time to time direct in writing. After payment In the absence of the Special Mandatory Redemption Price to the Holderswritten investment direction, any excess funds held by the Trustee will be returned to the Issuer. (d) WRECO shall only deliver the Escrow Agreement Officer’s Certificate if the following conditions have been met: (i) the release of the Escrowed Property (as defined will remain uninvested in the Escrow Agreement dated as of June 13, 2014 among the Issuer and U.S. Bank National Association as trustee, escrow agent and securities intermediary relating to the Issuer’s 4.375% Senior Notes due 2019) is occurring simultaneously with the release of the Escrowed Property; (ii) the Combination will be consummated in accordance in all material respects with the terms and conditions of the Transaction Agreement (without any alteration, supplement, waiver or amendment of, or consent under, the Transaction Agreement that is materially adverse to the Holders of the Notes); and (iii) TPH and its Wholly Owned Domestic Subsidiaries (including, after giving effect to the Combination, the Issuer and its Wholly Owned Domestic Subsidiaries) that guarantee the Credit Agreement (the “Combination Date Guarantors”) (A) will by supplemental indenture, effective upon the date of the release of the Escrowed Property, become parties to the Indenture whereby TPH will become the sole issuer of the Notes and the Combination Date Guarantors will become guarantors of the Notes and (B) will by joinder agreement effective upon the date of the release of the Escrowed Property become parties to the Registration Rights Agreementcash.

Escrow of Proceeds. (a) Concurrently with the issuance of the Notes, WRECO shall enter into the Escrow Agreement on the Issue Date with the Trustee and the Escrow Agent, pursuant to which WRECO shall deposit (or cause to be deposited) into a segregated Escrow Account under the control of the Escrow Agent, the gross proceeds from the offering of the Notes. WRECO shall grant to the Trustee for the benefit of the Holders a first-priority security interest in the Escrow Account. (b) WRECO is only entitled to direct the Escrow Agent to release the Escrowed Property in accordance with the terms of the Escrow Agreement. The Escrowed Property may only be released in accordance with the terms of the Escrow Agreement (c) Pursuant to the Escrow Agreement, if the Escrow Agent receives a Release Notice in connection with a Special Mandatory Redemption Event, the Escrow Agent and the Intermediary will liquidate all Eligible Escrow Investments in accordance with the terms of the Escrow Agreement. On the date specified in the Escrow Agreement, the Escrow Agent will deliver to the Trustee all the Escrowed Property. Substantially concurrently with the receipt by the Trustee of the Escrowed Property, WRECO shall pay to the Trustee cash in an amount which, when taken together with the released Escrowed Property, shall be sufficient to redeem the Notes at the Special Mandatory Redemption Price. To the extent there exists any shortfall amount resulting from accrued and unpaid interest (and accretion) owing to the Holders on the Special Mandatory Redemption Date, an Event of Default will occur and the Trustee shall be vested with authority to demand payment or to pursue any claim or remedies as provided hereunder and in the Escrow Agreement; provided that for purposes of determining any such shortfall amount, the amount delivered to the Trustee by the Escrow Agent in respect of the payment to be made on the Special Mandatory Redemption Date shall be deemed, first as principal up to the aggregate principal amount of the Notes in connection with such redemption, and then second, as accrued and unpaid interest (and accretion) thereon. After payment of the Special Mandatory Redemption Price to the Holders, any excess funds held by the Trustee will be returned to the Issuer. (d) WRECO shall only deliver the Escrow Agreement Officer’s Certificate if the following conditions have been met: (i) the release of the Escrowed Property (as defined in the Escrow Agreement dated as of June 13, 2014 among the Issuer and U.S. Bank National Association as trustee, escrow agent and securities intermediary relating to the Issuer’s 4.3755.875% Senior Notes due 20192024) is occurring simultaneously with the release of the Escrowed Property; (ii) the Combination will be consummated in accordance in all material respects with the terms and conditions of the Transaction Agreement (without any alteration, supplement, waiver or amendment of, or consent under, the Transaction Agreement that is materially adverse to the Holders of the Notes); and (iii) TPH and its Wholly Owned Domestic Subsidiaries (including, after giving effect to the Combination, the Issuer and its Wholly Owned Domestic Subsidiaries) that guarantee the Credit Agreement (the “Combination Date Guarantors”) (A) will by supplemental indenture, effective upon the date of the release of the Escrowed Property, become parties to the Indenture whereby TPH will become the sole issuer of the Notes and the Combination Date Guarantors will become guarantors of the Notes and (B) will by joinder agreement effective upon the date of the release of the Escrowed Property become parties to the Registration Rights Agreement.

Escrow of Proceeds. (a) Concurrently If the Escrow Condition is not satisfied on or prior to the Issue Date, concurrently with the issuance closing of the Notesoffering of the Notes on the Issue Date, WRECO the Issuer shall enter into the Escrow Agreement on the Issue Date with the Trustee and Wilmington Trust, National Association, as escrow agent (the “Escrow Agent”), pursuant to which WRECO shall the Issuer will deposit (or cause to be deposited) into a segregated Escrow Account under the control of the Escrow Agent, the gross proceeds from the offering of the NotesInitial Notes (together with any earnings thereon and investments thereof, the “Escrowed Funds”) into an Escrow Account. WRECO The Issuer shall grant to the Trustee Trustee, for its benefit and the benefit of the Holders of the Notes, a first-first priority security interest in the Escrow AccountAccount and all amounts on deposit therein to secure the Obligations under the Notes pending disbursement as described below; provided, however, that such security interest shall automatically be released and terminate at such time as the Release. (b) WRECO is The Issuer shall only be entitled to direct the Escrow Agent to release the Escrowed Property Funds in accordance with the terms of the Escrow Agreement. The Escrowed Property may only be released in accordance with the terms of the Escrow Agreement (c) Pursuant to the Escrow Agreement, if the Escrow Agent receives a Release Notice in connection with a Special Mandatory Redemption Event, the Escrow Agent and the Intermediary will liquidate all Eligible Escrow Investments in accordance with the terms of the Escrow Agreement. On the date specified in the Escrow Agreement, the Escrow Agent will deliver release the Escrowed Funds (the “Release”) to, or at the order of, the Issuer (the date of such release being referred to as the “Escrow Release Date,” which date shall be the second Business Day following delivery of the Officer’s Certificate) upon delivery by the Issuer to the Trustee all the Escrowed Property. Substantially concurrently with the receipt by Escrow Agent and the Trustee of the Escrowed Property, WRECO shall pay an Officer’s Certificate addressed to the Trustee cash in an amount which, when taken together with the released Escrowed Property, shall be sufficient to redeem the Notes at the Special Mandatory Redemption Price. To the extent there exists any shortfall amount resulting from accrued and unpaid interest (and accretion) owing to the Holders on the Special Mandatory Redemption Date, an Event of Default will occur Escrow Agent and the Trustee shall be vested with authority on or prior to demand payment or to pursue any claim or remedies as provided hereunder and May 15, 2024 (the “Initial End Date”) or, in the Escrow Agreement; provided that for purposes of determining any such shortfall amountevent an Extension Election has been made, the amount delivered to Extended End Date (the Trustee by Initial End Date or the Extended End Date, the “End Date”), certifying that, substantially concurrently with or promptly following the Release on the Escrow Agent in respect of Release Date, the payment to be made on the Special Mandatory Redemption Date Triumph Group Product Support Business Acquisition shall be deemed, first as principal up to the aggregate principal amount of the Notes in connection with such redemption, and then second, as accrued and unpaid interest (and accretion) thereon. After payment of the Special Mandatory Redemption Price to the Holders, any excess funds held by the Trustee will be returned to the Issuer. (d) WRECO shall only deliver the Escrow Agreement Officer’s Certificate if the following conditions have been met: (i) the release of the Escrowed Property (as defined in the Escrow Agreement dated as of June 13, 2014 among the Issuer and U.S. Bank National Association as trustee, escrow agent and securities intermediary relating to the Issuer’s 4.375% Senior Notes due 2019) is occurring simultaneously with the release of the Escrowed Property; (ii) the Combination will be consummated in accordance in all material respects with the terms Securities and conditions of the Transaction Agreement (without any alteration, supplement, waiver or amendment of, or consent under, the Transaction Agreement that is materially adverse to the Holders of the Notes); and (iii) TPH and its Wholly Owned Domestic Subsidiaries (including, after giving effect to the Combination, the Issuer and its Wholly Owned Domestic Subsidiaries) that guarantee the Credit Asset Purchase Agreement (the “Combination Date GuarantorsEscrow Condition”). (c) Notwithstanding the foregoing, the Issuer may, from time to time by written notice to the Trustee and the Escrow Agent (an “Extension Election”) (A) will by supplemental indenture, effective upon the date of the release of the Escrowed Property, become parties delivered not later than one Business Day prior to the Indenture whereby TPH will become Initial End Date make an election to extend the sole issuer End Date then in effect to August 22, 2024 (the “Extended End Date”), so long as, concurrently with the provision of such notice, the Issuer shall deposit or cause to be deposited with the Escrow Agent (or direct the deposit of) an amount in cash sufficient (as determined solely by the Issuer) (an “Extension Amount”), when taken together with the amount of funds then on deposit in the Escrow Account, to pay an amount equal to the initial issue price of the Notes plus accrued and unpaid interest on the Notes from the Issue Date, or from the most recent date to which interest has been paid or provided for, to the extended Special Mandatory Redemption Date based on such Extended Outside Date as certified in an Officer’s Certificate delivered to the Trustee and the Combination Date Guarantors will become guarantors of the Notes and (B) will by joinder agreement effective upon the date of the release of the Escrowed Property become parties to the Registration Rights AgreementEscrow Agent.