Common use of Escrow of Proceeds; Escrow Conditions Clause in Contracts

Escrow of Proceeds; Escrow Conditions. (a) The Issuers will enter into an escrow agreement (as amended, supplemented or modified from time to time, the “Escrow Agreement”) with the Trustee and Wilmington Trust, National Association, as escrow agent (in such capacity, together with its successors, the “Escrow Agent”). On the Issue Date, the Issuers will deposit (or cause to be deposited) the gross proceeds of the offering of the Notes sold on the Issue Date into an escrow account (the “Escrow Account”) and the Issuer will also deposit (or cause to be deposited) to the Escrow Account additional cash and Eligible Escrow Investments, in an amount sufficient (as reasonably determined by the Issuers taking into account investment income therefrom and proceeds thereof) that, when taken together with the proceeds of the offering of the Notes deposited into the Escrow Account, will be sufficient to fund a Special Mandatory Redemption of the Notes on November 1, 2014, if a Special Mandatory Redemption were to occur on such date, plus an amount equal to six days of interest accrued on the Notes (collectively, and together with any other property from time to time held by the Escrow Agent in the Escrow Account, the “Escrow Property”). In addition, pursuant to the Escrow Agreement, on the date that is five Business Days prior to the last day of each month beginning on October 31, 2014, and ending on April 30, 2015 (in each case, unless the Escrow Release Date has occurred), the Issuer will deposit (or cause to be deposited) to the Escrow Account an amount of cash equal to thirty days of interest accrued on the Notes (or with respect to the deposit five Business Days prior to April 30, 2015, equal to interest from April 30, 2015 to and including May 26, 2015) (in each case, as calculated in accordance with the terms of this Indenture). The Escrow Property will be held in the Escrow Account until the earliest of (i) the date on which the Issuer delivers to the Escrow Agent the Officer’s Certificate referred to in the Escrow Agreement, (ii) the Escrow End Date, (iii) the date on which the Issuer delivers notice to the Escrow Agent to the effect set forth in Section 5.9(b) and (iv) the date that is three Business Days after the Issuer fails to timely deposit (or cause to be timely deposited) any amounts required by this Section 3.24(a) on any applicable deposit date; provided, that, if an interest payment date in respect of the Notes occurs prior to the Escrow Release, then, on such interest payment date, a portion of the Escrow Property in an amount equal to the amount of accrued and unpaid interest from the Issue Date or the most recent interest payment date, as applicable, shall be released from the Escrow Account by the Escrow Agent and paid to the Trustee for payment to Holders of beneficial interests in the Notes in accordance with this Indenture. The Issuers will grant the Trustee, for its benefit and the benefit of the Holders of the Notes, subject to certain Liens of the Escrow Agent, a first-priority security interest in the Escrow Account and all deposits and investment property therein to secure the payment of the Special Mandatory Redemption Price (as defined below); provided, however, that such Lien and security interest shall automatically be released and terminate at such time as the Escrow Property is released from the escrow on the Escrow Release Date. The Escrow Agent will invest the Escrow Property in such Eligible Escrow Investments as the Issuers may from time to time direct in writing.

Escrow of Proceeds; Escrow Conditions. (a) The Issuers On the Issue Date, Merger Sub will enter into an escrow agreement (as amended, supplemented or modified from time to time, the “Escrow Agreement”) with the Trustee and Wilmington TrustTrustee, Xxxxx Fargo Bank, National Association, as escrow agent (in such capacity, together with its successors, the “Escrow Agent”)) and Xxxxx Fargo Bank, National Association, as securities intermediary. On the Issue Date, the Issuers Merger Sub will deposit (or cause to be deposited) the gross proceeds of the offering of the Notes sold on the Issue Date into an escrow account (the “Escrow Account”) and the Issuer Merger Sub will also deposit (or cause to be deposited) to the Escrow Account additional cash and Eligible Escrow Investments, in an amount sufficient (as reasonably determined by the Issuers taking into account investment income therefrom and proceeds thereof) of cash that, when taken together with the proceeds of the offering of the Notes deposited into the Escrow Account, will be sufficient to fund a Special Mandatory Redemption of the Notes on November 1September 30, 20142017, if a Special Mandatory Redemption were to occur on such date, plus an amount equal to six days of including accrued interest accrued on the Notes (collectively, and together with any other property from time to time held by the Escrow Agent in the Escrow Account, the “Escrow Escrowed Property”). In addition, pursuant to the Escrow Agreement, on the date that is five three Business Days prior to the last day of each month beginning on October 31September 30, 20142017, and ending on April 30December 28, 2015 2017 (in each case, unless the Escrow Release Date has occurred), the Issuer Merger Sub will deposit (or cause to be deposited) to the Escrow Account an amount of cash equal to thirty days one month of interest accrued on the Notes (or with respect to the deposit five three Business Days prior to April 30December 1, 2015, 2017 equal to interest from April 30December 1, 2015 2017 to and including May 26December 28, 20152017) (in each case, as calculated in accordance with the terms of this Indenture). The Escrow Escrowed Property will be held in the Escrow Account until the earliest of (i) the date on which the Issuer Merger Sub delivers to the Escrow Agent the Officer’s Certificate referred to in the Escrow Agreement, (ii) the Escrow End Date, (iii) the date on which the Issuer Merger Sub delivers notice to the Escrow Agent pursuant to the effect set forth in Section 5.9(b) 3.10 and (iv) the date that is three Business Days after the Issuer Merger Sub fails to timely deposit (or cause to be timely deposited) any amounts required by this Section 3.24(a) 4.17 on any applicable deposit date; provided, that, if an interest payment date in respect of the Notes occurs prior to the Escrow Release, then, on such interest payment date, a portion of the Escrow Property in an amount equal to the amount of accrued and unpaid interest from the Issue Date or the most recent interest payment date, as applicable, shall be released from the Escrow Account by the Escrow Agent and paid to the Trustee for payment to Holders of beneficial interests in the Notes in accordance with this Indenture. The Issuers Merger Sub will grant the Trustee, for its benefit and the benefit of the Holders of the Notes, Notes subject to certain Liens liens of the Escrow Agent, a first-priority security interest in the Escrow Account and all deposits and investment property therein to secure the payment of the Special Mandatory Redemption Price (as defined below); provided, however, that such Lien and security interest shall automatically be released and terminate at such time as the Escrow Property is released from the escrow on the Escrow Release DatePrice. The Escrow Agent will invest the Escrow Escrowed Property in such Eligible Escrow Investments as the Issuers Merger Sub may from time to time direct in writing.

Escrow of Proceeds; Escrow Conditions. (a) The Issuers Merger Sub will enter into an escrow agreement (as amended, supplemented or modified from time to time, the “Escrow Agreement”) with the Trustee and Wilmington TrustXxxxx Fargo Bank, National Association, as escrow agent (in such capacity, together with its successors, the “Escrow Agent”). On the Issue Date, the Issuers Merger Sub will deposit (or cause to be deposited) the gross proceeds of the offering of the Notes sold on the Issue Date into an escrow account (the “Escrow Account”) and the Issuer Merger Sub will also deposit (or cause caused to be deposited) to the Escrow Account additional cash and Eligible Escrow Investments, in an amount sufficient (as reasonably determined by the Issuers Merger Sub taking into account investment income therefrom and proceeds thereof) that, when taken together with the proceeds of the offering of the Notes deposited into the Escrow Account, will be sufficient to fund a Special Mandatory Redemption of the Notes on November July 1, 20142013, if a Special Mandatory Redemption were to occur on such date, plus an amount equal to six three days of interest accrued on the Notes (collectively, and together with any other property from time to time held by the Escrow Agent in the Escrow Account, the “Escrow Escrowed Property”). In addition, pursuant to the Escrow Agreement, on the date that is five Business Days prior to the last day of each month beginning on October 31June 30, 20142013, and ending on April 30February 28, 2015 2014 (in each case, unless the Escrow Release End Date has occurred), the Issuer Merger Sub will deposit (or cause to be deposited) to the Escrow Account an amount of cash equal to thirty days one month of interest accrued on the Notes (or with respect to the deposit five Business Days prior to April 30February 28, 20152014, equal to interest from April 30March 1, 2015 2014 to and including May 26, 2015the Escrow Release Date) (in each case, as calculated in accordance with the terms of this Indenture). The Escrow Escrowed Property will be held in the Escrow Account until the earliest of (i) the date on which the Issuer Merger Sub delivers to the Escrow Agent the Officer’s Certificate referred to in the Escrow Agreement, (ii) the Escrow End Date, (iii) the date on which the Issuer Merger Sub delivers notice to the Escrow Agent to the effect set forth in Section 5.9(b) and (iv) the date that is three Business Days after the Issuer Merger Sub fails to timely deposit (or cause to be timely deposited) any amounts required by this Section 3.24(a) 3.24 on any applicable deposit date; provided, that, if an interest payment date in respect of the Notes occurs prior to the Escrow Release, then, on such interest payment date, a portion of the Escrow Property in an amount equal to the amount of accrued and unpaid interest from the Issue Date or the most recent interest payment date, as applicable, shall be released from the Escrow Account by the Escrow Agent and paid to the Trustee for payment to Holders of beneficial interests in the Notes in accordance with this Indenture. The Issuers Merger Sub will grant the Trustee, for its benefit and the benefit of the Holders of the Notes, subject to certain Liens liens of the Escrow Agent, a first-priority security interest in the Escrow Account and all deposits and investment property therein to secure the payment of the Special Mandatory Redemption Price (as defined below); provided, however, that such Lien lien and security interest shall automatically be released and terminate at such time as the Escrow Escrowed Property is released from the escrow on the Escrow Release Date. The Escrow Agent will invest the Escrow Escrowed Property in such Eligible Escrow Investments as the Issuers Merger Sub may from time to time direct in writing.

Escrow of Proceeds; Escrow Conditions. (a) The Issuers Escrow Issuer will enter into an escrow agreement (as amended, supplemented or modified from time to time, the “Escrow Agreement”) with the Trustee and Wilmington Trust, National AssociationDeutsche Bank Trust Company Americas, as escrow agent (in such capacity, together with its successors, the “Escrow Agent”). On the Issue Date, the Issuers Escrow Issuer will deposit (or cause to be deposited) the gross proceeds of the offering of the Notes sold on the Issue Date into an escrow account (the “Escrow Account”) and the Escrow Issuer will also deposit (or cause caused to be deposited) to the Escrow Account additional cash and Eligible Escrow Investments, in an amount sufficient (as reasonably determined by the Issuers taking into account investment income therefrom and proceeds thereof) of cash that, when taken together with the proceeds of the offering of the Notes deposited into the Escrow Account, will be sufficient to fund a Special Mandatory Redemption of the Notes on November 1July 31, 20142016, if a Special Mandatory Redemption were to occur on such date, plus an amount equal to six days of interest accrued on the Notes (collectively, and together with any other property from time to time held by the Escrow Agent in the Escrow Account, the “Escrow Escrowed Property”). In addition, pursuant to the Escrow Agreement, on the date that is five three Business Days prior to the last day of each month beginning on October July 31, 2014, 2016 and ending on April 30March 31, 2015 2017 (in each case, unless the Escrow Release Date has occurred), the Escrow Issuer will deposit (or cause to be deposited) to the Escrow Account an amount of cash equal to thirty days one month of interest accrued on the Notes (or with respect to the deposit five three Business Days prior to April 30the March 31, 20152017, equal to interest from April 301, 2015 2017 to and including May 26April 27, 2015) 2017 (in each case, as calculated in accordance with the terms of this Indenture). The Escrow Escrowed Property will be held in the Escrow Account until the earliest of (i) the date on which the Escrow Issuer delivers to the Escrow Agent the Officer’s Certificate referred to in the Escrow Agreement, (ii) the Escrow End Date, (iii) the date on which the Escrow Issuer delivers notice to the Escrow Agent to the effect set forth in Section 5.9(b) and (iv) the date that is three five Business Days after the Escrow Issuer fails to timely deposit (or cause to be timely deposited) any amounts required by this Section 3.24(a) 3.21 on any applicable deposit date; provided, provided that, if an any interest payment date in respect of the Notes occurs prior to the Escrow Release, then, on such interest payment date, a portion of the Escrow Escrowed Property in an amount equal to the amount of accrued and unpaid interest from the Issue Date or the most recent interest payment date, as applicable, shall be released from the Escrow Account by the Escrow Agent and paid to the Trustee for payment to Holders of beneficial interests in the Notes in accordance with the terms of this Indenture. The Issuers Escrow Issuer will grant the Trustee, for its benefit and the benefit of the Holders of the Notes, subject to certain Liens liens of the Escrow Agent, a first-priority security interest in the Escrow Account and all deposits and investment property therein to secure the payment of the Special Mandatory Redemption Price (as defined below); provided, however, that such Lien lien and security interest shall automatically be released and terminate at such time as the Escrow Escrowed Property is released from the escrow on the Escrow Release Date. The Escrow Agent will invest the Escrow Escrowed Property in such Eligible Escrow Investments as the Issuers Escrow Issuer may from time to time direct in writing.