Indemnity Escrow Within thirty (30) days of the Effective Date or if earlier, the date that the Indemnity Escrow Agreement is executed and effective, the Borrower shall deposit into the escrow account held under the Indemnity Escrow Agreement (the “Indemnity Escrow”) an amount equal to two percent (2%) of all Term Loans under this Agreement. The amounts held under the Indemnity Escrow Agreement shall at all times be under the exclusive dominion and control of the Escrow Agent and neither the Borrower nor the Agents shall have any access thereto or right to make any withdrawal therefrom, except that the Agents shall be permitted to have funds distributed to them out of the Indemnity Escrow to the extent that any Indemnitee is entitled to any indemnification under Section 12.15 hereof from the Borrower which is not timely paid, in which case the Agents shall cause such distributions to be paid to such Indemnitees. In connection with any Term Loans made prior to the execution and effectiveness of the Indemnity Escrow Agreement, the Agent may withhold two percent (2%) of any Term Loans until the Indemnity Escrow Agreement is executed and effective, at which time the Agents shall deposit such withheld funds with the Escrow Agent to be held under such agreement (with such deposit credited against the Borrower’s obligations under the first sentence of this Section 2.10). When all outstanding Obligations under this Agreement have been fully satisfied, any remaining funds held under the Indemnity Escrow Agreement shall be distributed to the Borrower, for its own account.
