Common use of Escrow Notes Clause in Contracts

Escrow Notes. Notwithstanding anything to the contrary in any Financing Document, nothing contained in any Financing Document shall restrict or prohibit (a) the formation and designation of an Escrow Subsidiary as an Unrestricted Subsidiary, (b) the holding of the Escrow Funds in any Escrow Account and the granting or existence of any Liens on any Escrow Account, the Escrow Funds or any Escrow Notes Document or pursuant to any Escrow Account Document, in each case, in favor of the applicable Escrow Agent (or its designee), (c) any transactions otherwise restricted by Section 7.04 by and among the Borrower or one or more Restricted Subsidiaries, on the one hand, and the Escrow Subsidiary, on the other hand, in connection with the transactions contemplated by any Escrow Notes Documents and (d) any Investment in an Escrow Subsidiary in an aggregate amount not greater than the applicable Additional Escrow Amount (it being understood, for the avoidance of doubt, that (1) any such Investments and other transactions shall be deemed made exclusively in reliance upon this Section 1.05 and not any other exception or basket under any other provision of any Financing Document and (2) only until such time as the applicable Escrow Funds remain in the Escrow Account, any such Escrow Notes shall not constitute Consolidated Total Indebtedness or Consolidated Senior Secured Indebtedness and shall be disregarded when calculating Consolidated Interest Expense); provided that (A) pending the release of the related Escrow Funds from the applicable Escrow Account, Adjusted Consolidated Net Income shall be reduced by the Additional Escrow Amount and (B) from and after the release of the related Escrow Funds from the applicable Escrow Account, the Escrow Notes shall constitute Consolidated Total Indebtedness and Consolidated Senior Secured Indebtedness and shall be included when calculating Consolidated Interest Expense; provided further that this Section 1.05 shall not operate to permit the Gentiva Merger to the extent it would not otherwise be permitted absent this Section 1.05.