Common use of Deposit of Escrow Funds Clause in Contracts

Deposit of Escrow Funds. The initial funds to be deposited with the Escrow Agent will be as follows: (a) Concurrently with the execution and delivery hereof and the issuance of the Notes: (i) as provided in the Notes Purchase Agreement, the Escrow Issuer, will deposit with the Escrow Agent in cash or by wire transfer in immediately available funds the sum representing 100% of the gross proceeds of the issuance of the Notes (which, for the avoidance of doubt, shall equal $600,000,000) (the “Proceeds Deposit”); and (ii) the Escrow Issuer will deposit with the Escrow Agent in cash or by wire transfer in immediately available funds an amount that, together with the Proceeds Deposit, is not less than the amount required to redeem in cash, on the third Business Day following January 16, 2018 (the “Escrow Outside Date”), the Notes at 100% of the principal amount thereof pursuant to the terms of the Indenture, together with any accrued and unpaid interest to, but not including, the Special Mandatory Redemption (the “Escrow Issuer Deposit”). As a result of the Proceeds Deposit and the Escrow Issuer Deposit made pursuant to clauses (i) and (ii) above, the aggregate amount deposited with the Escrow Agent on the date hereof will be $608,693,750.00 (the “Initial Deposit”). (b) The Escrow Agent will accept the Initial Deposit and will hold such funds, all investments thereof, any Distributions (as defined below) and the proceeds of the foregoing in a registered money market securities account created by the Escrow Agent prior to or concurrently with the issuance of the Notes. Such securities account shall have account number 276278000 and shall be maintained by the Escrow Agent in the name of the Trustee (the “Escrow Account”) for disbursement in accordance with the provisions hereof. The Trustee will be the “Entitlement Holder” and “Customer” of the Escrow Agent with respect to the Escrow Account. The Escrow Issuer will not have any access to the Escrow Account or funds, investments or other assets credited thereto, other than the limited contractual right to receive the Escrow Property (as defined below) under the circumstances specified in Section 4 hereof. The Initial Deposit, the Escrow Account and all funds, securities or other property now or hereafter credited to the Escrow Account, all investments of any of the foregoing, plus all interest, dividends and other distributions and payments with respect to any of the foregoing (collectively the “Distributions”) received or receivable by the Escrow Agent and all proceeds of the foregoing, but excluding any property and/or funds distributed or paid in accordance with this Agreement (other than such property and/or funds distributed or paid to the Trustee in accordance with this Agreement), are collectively referred to herein as the “Escrow Property.”

Deposit of Escrow Funds. The initial funds to be deposited with the Escrow Agent will be as follows: (a) Concurrently with On the execution and delivery hereof and the issuance of the Notes: (i) as provided in the Notes Purchase AgreementEffective Date, the Escrow Issuer, will Parent shall deposit with the Escrow Agent in cash or by wire transfer in immediately available funds the sum representing 100% of Escrow Deposit (together with any investment income or proceeds received by the gross proceeds of Escrow Agent from the issuance of the Notes (whichinvestment thereof from time to time pursuant to Section 5 below, for the avoidance of doubtcollectively, shall equal $600,000,000) (the “Proceeds DepositEscrow Property”); and (ii) , and the Escrow Issuer will deposit Agent agrees to hold the Escrow Property in an account established with the Escrow Agent in cash or by wire transfer in immediately available funds an amount that, together with the Proceeds Deposit, is not less than the amount required to redeem in cash, on the third Business Day following January 16, 2018 (the “Escrow Outside DateAccount”), and to administer the Notes at 100% Escrow Property in accordance with the terms of this Agreement. Upon receipt of the principal amount thereof pursuant Escrow Deposit, the Escrow Agent shall send a notice to Parent and the Member Representative acknowledging receipt of the Escrow Deposit. Each Company Member’s proportionate entitlement, expressed as a percentage, to the Escrow Property upon termination of the Escrow Account is indicated next to his, her or its name on Schedule A attached hereto. Other than as provided in Section 8(d), the Escrow Account shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor or any party hereto. Notwithstanding anything to the contrary herein, any Company Member may transfer such Company Member’s interest in the Escrow Property upon notice to Parent, the Member Representative and the Escrow Agent, provided that any such transferee acknowledges that his, her or its interest in the Escrow Property will be identical in all respect to the interest transferred to it and that such transferee’s interest in the Escrow Property will in all cases remain subject to the terms and conditions of the Indenture, together with any accrued and unpaid interest to, but not including, the Special Mandatory Redemption (the “this Escrow Issuer Deposit”). As a result of the Proceeds Deposit Agreement and the Escrow Issuer Deposit made pursuant to clauses (i) and (ii) above, the aggregate amount deposited with the Escrow Agent on the date hereof will be $608,693,750.00 (the “Initial Deposit”)Merger Agreement. (b) The Escrow Agent will accept the Initial Deposit and will hold such funds, all investments thereof, any Distributions (as defined below) and the proceeds of the foregoing in a registered money market securities account created by the Escrow Agent prior to or concurrently Property is being deposited with the issuance of the Notes. Such securities account shall have account number 276278000 and shall be maintained by the Escrow Agent in the name Escrow Account to secure the indemnification rights of the Trustee (Parent set forth in Article 7 of the “Escrow Account”) for disbursement Merger Agreement, and shall be disbursed in accordance with the provisions hereof. The Trustee will be terms of the “Entitlement Holder” Merger Agreement and “Customer” of this Agreement. (c) Parent agrees to update promptly the attached Schedule A by written notice countersigned by the Member Representative and delivered to the Escrow Agent with respect at such times as information required to be set forth in the attached Schedule A changes, including, without limitation, in order to reflect the transfer by a Company Member of such Company Member’s interest in the Escrow Account. Property. (d) The Escrow Issuer will not have any access Agent hereby agrees to the Escrow Account or fundsact as escrow agent and to hold, investments or other assets credited thereto, other than the limited contractual right to receive safeguard and disburse the Escrow Property (as defined below) under the circumstances specified in Section 4 hereof. The Initial Deposit, the Escrow Account and all funds, securities or other property now or hereafter credited pursuant to the Escrow Account, all investments of any of the foregoing, plus all interest, dividends terms and other distributions and payments with respect to any of the foregoing (collectively the “Distributions”) received or receivable by the Escrow Agent and all proceeds of the foregoing, but excluding any property and/or funds distributed or paid in accordance with this Agreement (other than such property and/or funds distributed or paid to the Trustee in accordance with this Agreement), are collectively referred to herein as the “Escrow Propertyconditions hereof.”

Deposit of Escrow Funds. The initial funds (a) On the date hereof, the Parent will deliver to be deposited with the Escrow Agent will be as follows: an aggregate amount of Two Million Five Hundred Thousand Dollars (a$2,500,000) Concurrently with (the execution and delivery hereof and the issuance of the Notes: “Escrow Deposit”) by (i) wire transfer of immediately available funds and/or (ii) delivery of an executed Secured Promissory Note and Pledge Agreement (in substantially the form attached hereto as provided Exhibit A) (the “Escrow Note”) in a principal amount equal to the Notes Purchase difference between $2,500,000 and the amount paid pursuant to clause (i) above, in each case to be held by the Escrow Agent in accordance with the terms set forth herein. In addition, on the date hereof, in accordance with and subject to the terms and provisions of the Escrow Note, the Parent will deliver to the Escrow Agent original stock certificate(s) representing one million (1,000,000) shares of the Parent’s common stock, par value $0.00001 per share (“Parent Shares”) issued to the Escrow Agent, together with undated powers for such shares duly executed in blank by the Parent. Pursuant to the Escrow Note, the Parent may prepay the Escrow Note from time to time, and the amount of such prepayments shall be held in escrow by the Escrow Agent and be treated as Escrow Funds for all purposes of this Client Escrow Agreement. (b) During the term of this Client Escrow Agreement, the Escrow IssuerFunds shall be invested in a trust account at JPMorgan Chase Bank, N.A. (“Trust Account”), segregated apart from the general funds of JPMorgan Chase Bank, N.A. or which it deposits in another institution to the credit of itself as trustee or other fiduciary, unless otherwise instructed in writing by the Parties and as shall be acceptable to the Escrow Agent, pending disbursement pursuant to this Escrow Agreement. The Escrow Agent will deposit with provide compensation on balances in the Escrow Funds at a rate determined by the Escrow Agent in cash or by wire transfer in immediately available funds the sum representing 100% from time to time, which shall consist of the gross proceeds of the issuance of the Notes (which, for the avoidance of doubt, shall equal $600,000,000) (the “Proceeds Deposit”); and (ii) interest earned on the Escrow Issuer will deposit with Funds held in the Trust Account. The Escrow Agent in cash or by wire transfer in immediately available funds an amount that, together with the Proceeds Deposit, is shall not less than the amount required to redeem in cash, on the third Business Day following January 16, 2018 (the “Escrow Outside Date”), the Notes at 100% have any liability for any loss sustained as a result of the principal amount thereof any investment made pursuant to the terms of this Client Escrow Agreement. The Escrow Agent shall have the Indentureright to liquidate any investments held in order to provide funds necessary to make required payments under this Client Escrow Agreement. For purposes hereof, together with any accrued and unpaid interest to, but not including, the Special Mandatory Redemption (the “Escrow Issuer Deposit”). As a result Funds” means all cash portions of the Proceeds Escrow Deposit and the Escrow Issuer Deposit made pursuant delivered to clauses (i) and (ii) above, the aggregate amount deposited with the Escrow Agent on the date hereof will be $608,693,750.00 (the “Initial Deposit”). (b) The Escrow Agent will accept the Initial Deposit and will hold such funds, all investments thereof, any Distributions (as defined below) and the proceeds of the foregoing in a registered money market securities account created by the Escrow Agent prior pursuant to or concurrently with the issuance of the Notes. Such securities account shall have account number 276278000 and shall be maintained by the Escrow Agent in the name of the Trustee (the “Escrow Account”) for disbursement in accordance with the provisions hereof. The Trustee will be the “Entitlement Holder” and “Customer” of the Escrow Agent with respect to the Escrow Account. The Escrow Issuer will not have any access to the Escrow Account or funds, investments or other assets credited thereto, other than the limited contractual right to receive the Escrow Property (as defined below) under the circumstances specified in Section 4 hereof. The Initial Deposit, the Escrow Account and all funds, securities or other property now or hereafter credited to the Escrow Account, all investments of any of the foregoing, plus all interest, dividends and other distributions and payments with respect to any of the foregoing (collectively the “Distributions”) received or receivable by the Escrow Agent and all proceeds of the foregoing, but excluding any property and/or funds distributed or paid in accordance with this Agreement (other than such property and/or funds distributed or paid to the Trustee in accordance with this Agreement2(a)(i), are collectively referred to herein as the “Escrow Propertyalong with all interest accrued thereon.”

Deposit of Escrow Funds. The initial funds to be deposited with the Escrow Agent will be as follows: (a) Concurrently On June 30, 2004, or prior to June 30, 2004 to the extent funds are available in the Duke Essex Payment Reserve Account, Depositor will transfer a sum equal to the Required Amount payable on June 30, 2004 to Escrow Agent, by wire transfer of immediately available funds, to the following account: ATTN: Corporate Trust Bond Administration/Xxxxxxx X. Xxxxx Branch Code 898 Ref. Ref-Fuel/Duke Escrow A/C # 1072008439 (b) On each Deposit Date commencing with the execution and delivery hereof and the issuance of the Notes: June 30, 2005, Depositor will transfer a sum equal to (i) the Required Amount for such Deposit Date (as provided in the Notes Purchase Agreementset forth on Schedule A hereto), plus (ii), the cumulative amount of interest or other income earned on the Escrow IssuerFunds from the date hereof to but excluding such Deposit Date, will minus (iii) any amount of Escrow Funds on deposit with the Escrow Agent on such Deposit Date, to the account set forth in cash or by wire paragraph (a) above, (c) Within three (3) business days of Depositor's receipt of notice from Recipient that a disbursement pursuant to a Recipient Written Direction has been made (and identifying the amount of such disbursement), Depositor shall transfer a sum equal to such disbursement to the account set forth in immediately available funds paragraph (a) above. Recipient shall notify the sum representing 100% Escrow Agent of the gross proceeds date that notice is given to the Depositor of a disbursement pursuant to a Recipient Written Direction. (d) At least one (1) business day prior to making a transfer pursuant to this Section 3, Depositor shall notify the Escrow Agent of the issuance amount of Depositor's proposed transfer. Upon the reasonable request of the Notes Escrow Agent, such notice shall be in writing. (whiche) Promptly after confirmation that Depositor has made a transfer of funds to the account set forth in paragraph (a) above, for the avoidance Escrow Agent shall issue a statement to each of doubtDepositor and Recipient containing (i) the amount of such transfer, shall equal $600,000,000) (the “Proceeds Deposit”); and (ii) the amount of Escrow Issuer will Funds on deposit with the Escrow Agent in cash following such transfer and (iii) the cumulative amount of interest or by wire transfer in immediately available funds an amount that, together with the Proceeds Deposit, is not less than the amount required to redeem in cash, other income earned on the third Business Day following January 16, 2018 (the “Escrow Outside Date”), the Notes at 100% of the principal amount thereof pursuant to the terms of the Indenture, together with any accrued and unpaid interest to, but not including, the Special Mandatory Redemption (the “Escrow Issuer Deposit”). As a result of the Proceeds Deposit and the Escrow Issuer Deposit made pursuant to clauses (i) and (ii) above, the aggregate amount deposited with the Escrow Agent on Funds from the date hereof will be $608,693,750.00 (the “Initial Deposit”). (b) The Escrow Agent will accept the Initial Deposit and will hold such funds, all investments thereof, any Distributions (as defined below) and the proceeds of the foregoing in a registered money market securities account created by the Escrow Agent prior to or concurrently with the issuance of the Notes. Such securities account shall have account number 276278000 and shall be maintained by the Escrow Agent in the name of the Trustee (the “Escrow Account”) for disbursement in accordance with the provisions hereof. The Trustee will be the “Entitlement Holder” and “Customer” of the Escrow Agent with respect to the Escrow Account. The Escrow Issuer will not have any access to the Escrow Account or funds, investments or other assets credited thereto, other than the limited contractual right to receive the Escrow Property (as defined below) under the circumstances specified in Section 4 hereof. The Initial Deposit, the Escrow Account and all funds, securities or other property now or hereafter credited to the Escrow Account, all investments of any of the foregoing, plus all interest, dividends and other distributions and payments with respect to any of the foregoing (collectively the “Distributions”) received or receivable by the Escrow Agent and all proceeds of the foregoing, but excluding any property and/or funds distributed or paid in accordance with this Agreement (other than the date of such property and/or funds distributed or paid to the Trustee in accordance with this Agreement), are collectively referred to herein as the “Escrow Propertytransfer.”