Extract to table

Each step is described in chronological sequence and is accompanied by wire instructions, timing requirements, and the conditions precedent that must be satisfied before funds may be released at each stage of the process

In the event of any conflict between this Memorandum and the definitive transaction documents, including the Acquisition Agreement, the Co-Invest Limited Partnership Agreement (the "Co-Invest LPA"), the Subscription Agreement, the Escrow Agreement, or the Credit Agreement, the terms of such definitive documents shall control

Pellegrino shall use commercially reasonable efforts to ensure that the wire is received and credited to the escrow account as promptly as practicable following initiation

Pellegrino or Adriana Voss) shall promptly provide the Federal Reference Number to Calderwood & Harkness LLP and Continental Fiduciary Services, Inc

The Escrow Agent shall not disburse any funds absent receipt of such joint release instructions bearing the authorized signatures of both parties

shall use its best efforts to process the release wire within two (2) hours of receipt of compliant joint release instructions and confirmation that all $75,000,000