Escrow Corp is hereby expressly discharged from all obligations and covenants under the Indenture and the Securities.
Escrow Corp shall not consolidate with or merge with or into, or convey, transfer or lease any of its assets to, any Person, other than in connection with the Escrow Corp. Merger pursuant to the Escrow Corp. Merger Agreement. After the consummation of the Escrow Corp. Merger and upon execution and delivery by Holdings to the Trustee of an indenture supplemental hereto pursuant to which Holdings shall expressly assume all the obligations of the Issuer under this Indenture and the Securities, Holdings will succeed to, and be substituted for, and will exercise every right and power of the Issuer hereunder.
Escrow Corp shall not conduct any business or enter into any transaction or series of similar transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Escrow Corp. or any Affiliated Permitted Holder, except to the extent necessary to consummate the Transactions.
Escrow Corp hereby absolutely and irrevocably consents and submits to the jurisdiction of the courts in the State of New York and of any Federal court located in said State in connection with any actions or proceedings brought against Escrow Corp. by the Escrow Agent arising out of or relating to this Escrow Agreement. In any such action or proceeding, Escrow Corp. hereby absolutely and irrevocably (i) waives any objection to jurisdiction or venue, (ii) waives personal service of any summons, complaint, declaration or other process, and (iii) agrees that the service thereof may be made by certified or registered first-class mail at its address in accordance with Section 15 hereof.
Escrow Corp shall not create or permit to exist any Lien on any of its property or assets, whether owned on the date of this Indenture or thereafter acquired, securing any obligations of Escrow Corp. except to the extent provided in the Escrow Agreement. Holdings shall not create or permit to exist any Lien on any of its property or assets (including Capital Stock), whether owned on the date of this Indenture or thereafter acquired, securing any Debt of Holdings without making effective provision to secure the Securities then outstanding (and, if the Issuer so elects, any other Debt ranking pari passu with such Securities) equally and ratably with or prior to such Debt with a Lien on the assets securing such Debt for so long as such Debt is secured by such Lien.
Escrow Corp agrees that it will not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Escrow Property or (ii) create or permit to exist any Lien upon or with respect to any of the Escrow Property, except for the security interest under this Agreement.
Escrow Corp hereby instructs the Escrow Agent to remit to the Paying Agent under the Indenture, for payment to the Holders of the Notes on the Special Mandatory Redemption Date, US$ __________ of Escrow Property, which amount of Escrow Property equals the full redemption price, including accrued interest, payable to the Holders of the Notes in accordance with paragraph 6 of the Notes and Section 3.08 of the Indenture, and is sufficient to redeem all of the Notes outstanding on such Special Mandatory Redemption Date in accordance with the terms of the Indenture and the Notes. Such amount of Escrow Property specified above shall be remitted to the Paying Agent no later than 9:00 a.m. eastern time on the Special Mandatory Redemption Date [if the Escrow Agent is not the Paying Agent, insert: by wire transfer of immediately available funds in accordance with the following wire transfer instructions]: [insert wire transfer instructions]
Escrow Corp has full power and authority to enter into this Agreement and has the right to vote, pledge and grant a security interest in the Escrow Property as provided by this Agreement.
Escrow Corp covenants and agrees to indemnify the Escrow Agent (and its directors, officers and employees) and hold it (and such directors, officers and employees) harmless from and against any loss, liability, claim, damage, reasonable cost and expense of any nature incurred by the Escrow Agent arising out of or in connection with this Agreement or with the administration of its duties hereunder, including but not limited to reasonable attorney's fees and other costs and expenses of defending or preparing to defend against any claim of liability unless and except to the extent such loss, liability, damage, cost and expense shall be caused by the Escrow Agent's gross negligence or willful misconduct of the terms of this Agreement. The foregoing indemnification and agreement to hold harmless shall survive the termination of this Agreement or substitution of the Escrow Agent.
Escrow Corp acknowledges and agrees that the Escrow Agent (i) shall not be responsible for any of the agreements referred to or described herein (including without limitation the Purchase Agreement, the Indenture or the Merger Agreement) or for determining or compelling compliance therewith, and shall not otherwise be bound thereby, (ii) shall be obligated only for the performance of such duties as are expressly and specifically set forth in this Agreement on its part to be performed, and no implied duties or obligations of any kind shall be read into this Agreement against or on the part of the Escrow Agent, (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction (including, without limitation, wire transfer instructions, whether incorporated herein or provided in a separate written instruction), instrument, statement, certificate, request or other document (whether in original or facsimile form) furnished to it hereunder and believed by it in good faith to be genuine and to have been signed or presented by the proper person, and shall have no responsibility or duty to conclusively make inquiry as to or to determine the genuineness, accuracy or validity thereof (or any signature appearing thereon), or of the authority of the person signing or presenting the same, and (iv) may consult counsel satisfactory to it, including, but not limited to, in-house counsel, and the opinion or advice of such counsel in any instance shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or advice of such counsel.